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 June 30, 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 June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 976,717 $1,209,317 Accounts receivable: Oil and gas sales 572,070 831,772 ---------- ---------- Total current assets $1,548,787 $2,041,089 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 699,653 775,391 DEFERRED CHARGE 186,254 190,240 ---------- ---------- $2,434,694 $3,006,720 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 111,077 $ 126,411 Gas imbalance payable 21,315 17,660 Asset retirement obligation - current (Note 1) 26,493 14,606 ---------- ---------- Total current liabilities $ 158,885 $ 158,677 LONG-TERM LIABILITIES: Accrued liability $ 26,965 $ 27,120 Asset retirement obligation (Note 1) 265,618 270,650 ---------- ---------- Total long-term liabilities $ 292,583 $ 297,770 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 99,629) ($ 59,217) Limited Partners, issued and outstanding, 263,976 units 2,082,855 2,609,490 ---------- ---------- Total Partners' capital $1,983,226 $2,550,273 ---------- ---------- $2,434,694 $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 JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,041,693 $1,136,402 Interest income 8,868 4,109 ---------- ---------- $1,050,561 $1,140,511 COSTS AND EXPENSES: Lease operating $ 137,181 $ 115,266 Production tax 90,877 98,708 Depreciation, depletion, and amortization of oil and gas properties 56,394 22,819 General and administrative (Note 2) 73,395 73,423 ---------- ---------- $ 357,847 $ 310,216 ---------- ---------- NET INCOME $ 692,714 $ 830,295 ========== ========== GENERAL PARTNER - NET INCOME $ 73,460 $ 84,672 ========== ========== LIMITED PARTNERS - NET INCOME $ 619,254 $ 745,623 ========== ========== NET INCOME per unit $ 2.35 $ 2.82 ========== ========== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $2,155,013 $2,170,098 Interest income 18,014 7,990 ---------- ---------- $2,173,027 $2,178,088 COSTS AND EXPENSES: Lease operating $ 302,094 $ 378,494 Production tax 179,382 197,828 Depreciation, depletion, and amortization of oil and gas properties 83,884 46,808 General and administrative (Note 2) 170,875 168,387 ---------- ---------- $ 736,235 $ 791,517 ---------- ---------- NET INCOME $1,436,792 $1,386,571 ========== ========== GENERAL PARTNER - NET INCOME $ 149,427 $ 142,071 ========== ========== LIMITED PARTNERS - NET INCOME $1,287,365 $1,244,500 ========== ========== NET INCOME per unit $ 4.88 $ 4.71 ========== ========== UNITS OUTSTANDING 263,976 263,976 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -5- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,436,792 $1,386,571 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 83,884 46,808 (Increase) decrease in accounts receivable - oil and gas sales 259,702 ( 95,998) (Increase) decrease in deferred charge 3,986 ( 3,728) Increase (decrease) in accounts payable ( 3,215) 15,048 Increase (decrease) in gas imbalance payable 3,655 ( 3,636) Decrease in accrued liability ( 155) ( 3,934) ---------- ---------- Net cash provided by operating activities $1,784,649 $1,341,131 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 13,410) ($ 15,581) ---------- ---------- Net cash used by investing activities ($ 13,410) ($ 15,581) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,003,839) ($1,397,801) ---------- ---------- Net cash used by financing activities ($2,003,839) ($1,397,801) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 232,600) ($ 72,251) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,209,317 1,038,719 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 976,717 $ 966,468 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -6- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 495,062 $ 604,086 Accounts receivable: Oil and gas sales 319,220 433,785 ---------- ---------- Total current assets $ 814,282 $1,037,871 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 374,307 414,293 DEFERRED CHARGE 123,122 125,644 ---------- ---------- $1,311,711 $1,577,808 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 75,671 $ 76,295 Gas imbalance payable 13,133 9,707 Asset retirement obligation - current (Note 1) 14,745 9,255 ---------- ---------- Total current liabilities $ 103,549 $ 95,257 LONG-TERM LIABILITIES: Accrued liability $ 8,001 $ 9,664 Asset retirement obligation (Note 1) 174,231 175,358 ---------- ---------- Total long-term liabilities $ 182,232 $ 185,022 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 63,692) ($ 35,041) Limited Partners, issued and outstanding, 138,336 units 1,089,622 1,332,570 ---------- ---------- Total Partners' capital $1,025,930 $1,297,529 ---------- ---------- $1,311,711 $1,577,808 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $563,165 $605,293 Interest income 4,186 1,942 -------- -------- $567,351 $607,235 COSTS AND EXPENSES: Lease operating $ 87,560 $ 62,270 Production tax 52,005 55,744 Depreciation, depletion, and amortization of oil and gas properties 34,013 12,425 General and administrative (Note 2) 38,978 39,123 -------- -------- $212,556 $169,562 -------- -------- NET INCOME $354,795 $437,673 ======== ======== GENERAL PARTNER - NET INCOME $ 57,354 $ 67,099 ======== ======== LIMITED PARTNERS - NET INCOME $297,441 $370,574 ======== ======== NET INCOME per unit $ 2.15 $ 2.68 ======== ======== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,153,636 $1,130,446 Interest income 8,612 3,934 ---------- ---------- $1,162,248 $1,134,380 COSTS AND EXPENSES: Lease operating $ 192,721 $ 223,648 Production tax 102,288 111,606 Depreciation, depletion, and amortization of oil and gas properties 49,636 16,955 General and administrative (Note 2) 101,474 99,373 ---------- ---------- $ 446,119 $ 451,582 ---------- ---------- NET INCOME $ 716,129 $ 682,798 ========== ========== GENERAL PARTNER - NET INCOME $ 113,077 $ 104,203 ========== ========== LIMITED PARTNERS - NET INCOME $ 603,052 $ 578,595 ========== ========== NET INCOME per unit $ 4.36 $ 4.18 ========== ========== UNITS OUTSTANDING 138,336 138,336 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $716,129 $682,798 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 49,636 16,955 (Increase) decrease in accounts receivable - oil and gas sales 114,565 ( 55,163) (Increase) decrease in deferred charge 2,522 ( 2,938) Increase in accounts payable 3,026 2,179 Increase (decrease) in gas imbalance payable 3,426 ( 1,425) Decrease in accrued liability ( 1,663) ( 2,526) -------- -------- Net cash provided by operating activities $887,641 $639,880 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 8,937) ($ 1,303) -------- -------- Net cash used by investing activities ($ 8,937) ($ 1,303) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($987,728) ($694,900) -------- -------- Net cash used by financing activities ($987,728) ($694,900) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($109,024) ($ 56,323) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 604,086 556,249 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $495,062 $499,926 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -10- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 890,908 $1,013,378 Accounts receivable: Oil and gas sales 611,595 884,091 ---------- ---------- Total current assets $1,502,503 $1,897,469 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,872,907 1,544,711 DEFERRED CHARGE 59,090 62,603 ---------- ---------- $3,434,500 $3,504,783 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 221,433 $ 263,892 Gas imbalance payable 66,546 76,928 Asset retirement obligation - current (Note 1) 19,328 19,679 ---------- ---------- Total current liabilities $ 307,307 $ 360,499 LONG-TERM LIABILITIES: Accrued liability $ 115,012 $ 124,681 Asset retirement obligation (Note 1) 364,589 355,551 ---------- ---------- Total long-term liabilities $ 479,601 $ 480,232 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 123,738) ($ 105,515) Limited Partners, issued and outstanding, 244,536 units 2,771,330 2,769,567 ---------- ---------- Total Partners' capital $2,647,592 $2,664,052 ---------- ---------- $3,434,500 $3,504,783 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- -------- REVENUES: Oil and gas sales $1,000,961 $982,319 Interest income 7,657 3,918 Other income - 800 ---------- -------- $1,008,618 $987,037 COSTS AND EXPENSES: Lease operating $ 184,264 $ 83,193 Production tax 73,081 69,352 Depreciation, depletion, and amortization of oil and gas properties 73,956 41,751 General and administrative (Note 2) 68,065 68,113 ---------- -------- $ 399,366 $262,409 ---------- -------- NET INCOME $ 609,252 $724,628 ========== ======== GENERAL PARTNER - NET INCOME $ 66,816 $ 75,756 ========== ======== LIMITED PARTNERS - NET INCOME $ 542,436 $648,872 ========== ======== NET INCOME per unit $ 2.22 $ 2.65 ========== ======== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $2,233,942 $1,936,824 Interest income 15,268 6,341 Other income - 2,541 ---------- ---------- $2,249,210 $1,945,706 COSTS AND EXPENSES: Lease operating $ 369,576 $ 239,526 Production tax 163,644 134,171 Depreciation, depletion, and amortization of oil and gas properties 128,387 93,787 General and administrative (Note 2) 160,057 157,631 ---------- ---------- $ 821,664 $ 625,115 ---------- ---------- NET INCOME $1,427,546 $1,320,591 ========== ========== GENERAL PARTNER - NET INCOME $ 152,783 $ 139,637 ========== ========== LIMITED PARTNERS - NET INCOME $1,274,763 $1,180,954 ========== ========== NET INCOME per unit $ 5.21 $ 4.83 ========== ========== UNITS OUTSTANDING 244,536 244,536 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -13- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,427,546 $1,320,591 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 128,387 93,787 Settlement of asset retirement obligation ( 109) - (Increase) decrease in accounts receivable - oil and gas sales 272,496 ( 54,662) (Increase) decrease in deferred charge 3,513 ( 6,029) Increase (decrease) in accounts payable ( 95,269) 5,259 Decrease in gas imbalance payable ( 10,382) ( 7,201) Decrease in accrued liability ( 9,669) ( 43,918) ---------- ---------- Net cash provided by operating activities $1,716,513 $1,307,827 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 394,977) ($ 92,281) ---------- ---------- Net cash used by investing activities ($ 394,977) ($ 92,281) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,444,006) ($ 962,916) ---------- ---------- Net cash used by financing activities ($1,444,006) ($ 962,916) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 122,470) $ 252,630 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,013,378 682,792 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 890,908 $ 935,422 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -14- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 501,105 $ 547,247 Accounts receivable: Oil and gas sales 362,943 527,187 ---------- ---------- Total current assets $ 864,048 $1,074,434 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 942,499 651,461 DEFERRED CHARGE 14,691 15,342 ---------- ---------- $1,821,238 $1,741,237 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 154,211 $ 155,178 Gas imbalance payable 41,622 42,943 Asset retirement obligation - current (Note 1) 14,035 17,420 ---------- ---------- Total current liabilities $ 209,868 $ 215,541 LONG-TERM LIABILITIES: Accrued liability $ 140,185 $ 153,747 Asset retirement obligation (Note 1) 192,030 186,678 ---------- ---------- Total long-term liabilities $ 332,215 $ 340,425 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 38,987) ($ 29,279) Limited Partners, issued and outstanding, 131,008 units 1,318,142 1,214,550 ---------- ---------- Total Partners' capital $1,279,155 $1,185,271 ---------- ---------- $1,821,238 $1,741,237 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $585,954 $557,045 Interest income 3,809 2,189 Other income - 115 -------- -------- $589,763 $559,349 COSTS AND EXPENSES: Lease operating $ 95,919 $ 50,814 Production tax 42,369 38,410 Depreciation, depletion, and amortization of oil and gas properties 37,498 22,846 General and administrative (Note 2) 37,640 37,357 -------- -------- $213,426 $149,427 -------- -------- NET INCOME $376,337 $409,922 ======== ======== GENERAL PARTNER - NET INCOME $ 40,628 $ 42,819 ======== ======== LIMITED PARTNERS - NET INCOME $335,709 $367,103 ======== ======== NET INCOME per unit $ 2.56 $ 2.81 ======== ======== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,300,940 $1,092,106 Interest income 7,870 3,586 Other income - 364 ---------- ---------- $1,308,810 $1,096,056 COSTS AND EXPENSES: Lease operating $ 212,876 $ 138,959 Production tax 93,758 74,988 Depreciation, depletion, and amortization of oil and gas properties 70,645 39,883 General and administrative (Note 2) 98,016 95,503 ---------- ---------- $ 475,295 $ 349,333 ---------- ---------- NET INCOME $ 833,515 $ 746,723 ========== ========== GENERAL PARTNER - NET INCOME $ 88,923 $ 77,870 ========== ========== LIMITED PARTNERS - NET INCOME $ 744,592 $ 668,853 ========== ========== NET INCOME per unit $ 5.68 $ 5.11 ========== ========== UNITS OUTSTANDING 131,008 131,008 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -17- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 833,515 $746,723 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 70,645 39,883 Settlement of asset retirement obligation ( 1,152) - (Increase) decrease in accounts receivable - oil and gas sales 164,244 ( 11,648) (Increase) decrease in deferred charge 651 ( 4,296) Decrease in accounts payable ( 41,631) ( 66,729) Decrease in gas imbalance payable ( 1,321) - Decrease in accrued liability ( 13,562) ( 29,445) ---------- -------- Net cash provided by operating activities $1,011,389 $674,488 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 317,900) ($ 37,130) ---------- -------- Net cash used by investing activities ($ 317,900) ($ 37,130) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 739,631) ($550,759) ---------- -------- Net cash used by financing activities ($ 739,631) ($550,759) ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 46,142) $ 86,599 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 547,247 432,834 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 501,105 $519,433 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -18- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,069,285 $1,460,559 Accounts receivable: Oil and gas sales 858,034 1,272,925 ---------- ---------- Total current assets $1,927,319 $2,733,484 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,919,222 1,981,508 DEFERRED CHARGE 34,802 40,254 ---------- ---------- $3,881,343 $4,755,246 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 202,740 $ 324,885 Accrued liability - other (Note 1) 11,865 - Gas imbalance payable 17,735 16,538 Asset retirement obligation - current (Note 1) 8,155 23,971 ---------- ---------- Total current liabilities $ 240,495 $ 365,394 LONG-TERM LIABILITIES: Accrued liability $ 172,765 $ 254,420 Asset retirement obligation (Note 1) 439,735 413,791 ---------- ---------- Total long-term liabilities $ 612,500 $ 668,211 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 248,531) ($ 197,010) Limited Partners, issued and outstanding, 418,266 units 3,276,879 3,918,651 ---------- ---------- Total Partners' capital $3,028,348 $3,721,641 ---------- ---------- $3,881,343 $4,755,246 ========== ========== 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 JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,125,106 $1,353,943 Interest income 11,518 5,952 ---------- ---------- $1,136,624 $1,359,895 COSTS AND EXPENSES: Lease operating $ 172,335 $ 213,857 Production tax 78,205 94,091 Depreciation, depletion, and amortization of oil and gas properties 60,597 41,909 General and administrative (Note 2) 118,145 117,026 ---------- ---------- $ 429,282 $ 466,883 ---------- ---------- NET INCOME $ 707,342 $ 893,012 ========== ========== GENERAL PARTNER - NET INCOME $ 75,036 $ 92,478 ========== ========== LIMITED PARTNERS - NET INCOME $ 632,306 $ 800,534 ========== ========== NET INCOME per unit $ 1.51 $ 1.91 ========== ========== 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 SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $2,424,884 $2,570,627 Interest income 22,626 10,501 Other income 10,740 - ---------- ---------- $2,458,250 $2,581,128 COSTS AND EXPENSES: Lease operating $ 402,486 $ 488,730 Production tax 161,700 178,186 Depreciation, depletion, and amortization of oil and gas properties 132,354 85,695 General and administrative (Note 2) 258,513 254,544 ---------- ---------- $ 955,053 $1,007,155 ---------- ---------- NET INCOME $1,503,197 $1,573,973 ========== ========== GENERAL PARTNER - NET INCOME $ 159,969 $ 164,060 ========== ========== LIMITED PARTNERS - NET INCOME $1,343,228 $1,409,913 ========== ========== NET INCOME per unit $ 3.21 $ 3.37 ========== ========== 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 SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,503,197 $1,573,973 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 132,354 85,695 Settlement of asset retirement obligation - ( 345) (Increase) decrease in accounts receivable - oil and gas sales 414,891 ( 1,651) Decrease in deferred charge 5,452 9,335 Decrease in accounts payable ( 54,215) ( 570,440) Increase in accrued liability - other 11,865 - Increase in gas imbalance payable 1,197 486 Decrease in accrued liability ( 81,655) ( 22,401) ---------- ---------- Net cash provided by operating activities $1,933,086 $1,074,652 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 127,870) ($ 18,306) Proceeds from sale of oil and gas properties - 3,099 ---------- ---------- Net cash used by investing activities ($ 127,870) ($ 15,207) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,196,490) ($1,301,424) ---------- ---------- Net cash used by financing activities ($2,196,490) ($1,301,424) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 391,274) ($ 241,979) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,460,559 1,413,497 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,069,285 $1,171,518 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -22- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 662,040 $1,062,866 Accounts receivable: Oil and gas sales 575,017 797,469 ---------- ---------- Total current assets $1,237,057 $1,860,335 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,603,188 1,680,470 DEFERRED CHARGE 14,579 17,132 ---------- ---------- $2,854,824 $3,557,937 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 130,849 $ 176,398 Gas imbalance payable 14,861 13,857 Asset retirement obligation - current (Note 1) 2,265 1,948 ---------- ---------- Total current liabilities $ 147,975 $ 192,203 LONG-TERM LIABILITIES: Accrued liability $ 71,465 $ 84,584 Asset retirement obligation (Note 1) 282,860 276,256 ---------- ---------- Total long-term liabilities $ 354,325 $ 360,840 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 116,081) ($ 126,897) Limited Partners, issued and outstanding, 221,484 units 2,468,605 3,131,791 ---------- ---------- Total Partners' capital $2,352,524 $3,004,894 ---------- ---------- $2,854,824 $3,557,937 ========== ========== 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 JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $733,032 $811,137 Interest income 7,309 3,426 -------- -------- $740,341 $814,563 COSTS AND EXPENSES: Lease operating $148,229 $119,778 Production tax 49,528 43,293 Depreciation, depletion, and amortization of oil and gas properties 50,118 40,254 General and administrative (Note 2) 62,029 62,124 -------- -------- $309,904 $265,449 -------- -------- NET INCOME $430,437 $549,114 ======== ======== GENERAL PARTNER - NET INCOME $ 46,823 $ 28,895 ======== ======== LIMITED PARTNERS - NET INCOME $383,614 $520,219 ======== ======== NET INCOME per unit $ 1.73 $ 2.35 ======== ======== 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 SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,594,898 $1,631,089 Interest income 15,332 6,011 Other income 9,018 - ---------- ---------- $1,619,248 $1,637,100 COSTS AND EXPENSES: Lease operating $ 319,300 $ 283,635 Production tax 97,647 87,286 Depreciation, depletion, and amortization of oil and gas properties 93,893 77,405 General and administrative (Note 2) 147,596 145,267 ---------- ---------- $ 658,436 $ 593,593 ---------- ---------- NET INCOME $ 960,812 $1,043,507 ========== ========== GENERAL PARTNER - NET INCOME $ 102,998 $ 54,971 ========== ========== LIMITED PARTNERS - NET INCOME $ 857,814 $ 988,536 ========== ========== NET INCOME per unit $ 3.87 $ 4.46 ========== ========== 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 SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 960,812 $1,043,507 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 93,893 77,405 (Increase) decrease in accounts receivable - oil and gas sales 222,452 ( 21,203) Decrease in deferred charge 2,553 4,610 Increase (decrease) in accounts payable ( 39,643) 3,569 Increase in gas imbalance payable 1,004 399 Decrease in accrued liability ( 13,119) ( 10,770) ---------- ---------- Net cash provided by operating activities $1,227,952 $1,097,517 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 15,596) ($ 15,275) Proceeds from sale of oil and gas properties - 3,190 ---------- ---------- Net cash used by investing activities ($ 15,596) ($ 12,085) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,613,182) ($1,040,050) ---------- ---------- Net cash used by financing activities ($1,613,182) ($1,040,050) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 400,826) $ 45,382 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,062,866 696,460 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 662,040 $ 741,842 ========== ========== 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 JUNE 30, 2006 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of June 30, 2006, statements of operations for the three and six months ended June 30, 2006 and 2005, and statements of cash flows for the six months ended June 30, 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 June 30, 2006, the results of operations for the three and six months ended June 30, 2006 and 2005, and the cash flows for the six months ended June 30, 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 June 30, 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. -27- 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 (i) 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 (ii) capitalized as part of the carrying amount of the well. Estimated abandonment dates will be revised 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 increases in both labor and rig costs associated with plugging wells. Cash flows will not be affected until wells are actually plugged and abandoned. The asset retirement obligation is adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the six months ended June 30, 2006, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships recognized $20,000, $13,000, $21,000, $12,000, $26,000, and $14,000, 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 six months ended June 30, 2006 and 2005 are as shown below. -28- III-A Partnership ----------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $288,695 $116,105 Accretion expense 3,416 1,151 -------- -------- Total Asset Retirement Obligation, End of Quarter $292,111 $117,256 ======== ======== Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $285,256 $114,955 Accretion expense 6,855 2,301 -------- -------- Total Asset Retirement Obligation, End of Period $292,111 $117,256 ======== ======== Asset Retirement Obligation - Current $ 26,493 $ 3,614 Asset Retirement Obligation - Long-Term 265,618 113,642 III-B Partnership ----------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $186,795 $ 80,639 Accretion expense 2,181 808 -------- -------- Total Asset Retirement Obligation, End of Quarter $188,976 $ 81,447 ======== ======== -29- Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ----------- ----------- Total Asset Retirement Obligation, January 1 $184,613 $ 79,865 Accretion expense 4,363 1,582 -------- -------- Total Asset Retirement Obligation, End of Period $188,976 $ 81,447 ======== ======== Asset Retirement Obligation - Current $ 14,745 $ 24,802 Asset Retirement Obligation - Long-Term 174,231 56,645 III-C Partnership ----------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $379,515 $207,836 Additions and revisions - 14 Accretion expense 4,402 2,112 -------- -------- Total Asset Retirement Obligation, End of Quarter $383,917 $209,962 ======== ======== Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $375,230 $204,672 Additions and revisions - 1,083 Settlements and disposals ( 109) - Accretion expense 8,796 4,207 -------- -------- Total Asset Retirement Obligation, End of Period $383,917 $209,962 ======== ======== Asset Retirement Obligation - Current $ 19,328 $ 26,845 Asset Retirement Obligation - Long-Term 364,589 183,117 -30- III-D Partnership ----------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $203,728 $110,431 Accretion expense 2,337 1,106 -------- -------- Total Asset Retirement Obligation, End of Quarter $206,065 $111,537 ======== ======== Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ----------- ------------ Total Asset Retirement Obligation, January 1 $204,098 $109,182 Additions and revisions - 155 Settlements and disposals ( 2,732) - Accretion expense 4,699 2,200 -------- -------- Total Asset Retirement Obligation, End of Period $206,065 $111,537 ======== ======== Asset Retirement Obligation - Current $ 14,035 $ 3,510 Asset Retirement Obligation - Long-Term 192,030 108,027 III-E Partnership ----------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $442,837 $219,243 Settlements and disposals - ( 5,091) Accretion expense 5,053 2,096 -------- -------- Total Asset Retirement Obligation, End of Quarter $447,890 $216,248 ======== ======== -31- Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ----------- ----------- Total Asset Retirement Obligation, January 1 $437,762 $217,175 Settlements and disposals - ( 5,091) Accretion expense 10,128 4,164 -------- -------- Total Asset Retirement Obligation, End of Period $447,890 $216,248 ======== ======== Asset Retirement Obligation - Current $ 8,155 $ 7,014 Asset Retirement Obligation - Long-Term 439,735 209,234 III-F Partnership ----------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $281,674 $151,897 Accretion expense 3,451 1,713 -------- -------- Total Asset Retirement Obligation, End of Quarter $285,125 $153,610 ======== ======== Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $278,204 $150,199 Accretion expense 6,921 3,411 -------- -------- Total Asset Retirement Obligation, End of Period $285,125 $153,610 ======== ======== Asset Retirement Obligation - Current $ 2,265 $ 3,063 Asset Retirement Obligation - Long-Term 282,860 150,547 -32- 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' partnership agreements (the "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 June 30, 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 $ 3,927 $ 69,468 III-B 2,573 36,405 III-C 3,712 64,353 III-D 3,164 34,476 III-E 8,075 110,070 III-F 3,745 58,284 During the six months ended June 30, 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 $31,939 $138,936 III-B 28,664 72,810 III-C 31,351 128,706 III-D 29,064 68,952 III-E 38,373 220,140 III-F 31,028 116,568 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. ACCRUED LIABILITY - OTHER ------------------------- The Accrued Liability - Other at June 30, 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. -33- 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. -34- 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 June 30, 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 reduce or eliminate cash available for a particular quarterly distribution. During the six months ended June 30, 2006, capital expenditures for the III-C and III-D Partnerships totaled $448,000 and $359,000, respectively. These expenditures were primarily due to recompletions of the Sugg AA 3 #1 and Sugg AA 3067 #1 wells located in Irion County, Texas. The III-C and III-D Partnerships own working interests of approximately 29.9% and 25.0%, respectively, in the Sugg AA 3 #1 well and 34.2% and 28.6%, respectively, in the Sugg AA 3067 #1 well. Other capital expenditures incurred by the Partnerships during the six months ended June 30, 2006 and 2005 were not material to the Partnerships' cash flows. Pursuant to the terms of 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 -35- 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 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 than complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties. -36- 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 -37- and abandonment obligations to be (i) 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 (ii) 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 will impact 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 volumes to differ from the reserve reports prepared by the General Partner. -38- 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 Production ( 6,894) ( 84,764) Extensions and discoveries 11 1,953 Revisions of previous estimates 6,071 96,052 ------ --------- Proved reserves, June 30, 2006 88,890 3,349,537 ====== ========= 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 Production ( 4,739) ( 34,124) Extensions and discoveries 3 497 Revisions of previous estimates ( 581) ( 95,999) ------ --------- Proved reserves, June 30, 2006 51,789 1,219,479 ====== ========= -39- 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 Production ( 2,778) ( 133,924) Extensions and discoveries 10,600 122,051 Revisions of previous estimates ( 988) ( 321,340) ------ --------- Proved reserves, June 30, 2006 97,341 4,223,819 ====== ========= 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 Production ( 2,407) ( 75,153) Extensions and discoveries 8,815 78,491 Revisions of previous estimates 1,200 ( 173,003) ------- --------- Proved reserves, June 30, 2006 91,067 2,178,773 ======= ========= -40- 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 Production ( 4,871) ( 147,749) Revisions of previous estimates ( 8,624) ( 286,325) ------- --------- Proved reserves, June 30, 2006 128,526 4,780,019 ======= ========= 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 Production ( 4,562) ( 78,746) Extensions and discoveries - 187 Revisions of previous estimates 3,434 ( 312,390) ------- --------- Proved reserves, June 30, 2006 344,096 2,931,553 ======= ========= 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 -41- 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 June 30, 2006, 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 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 June 30, 2006. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at June 30, 2006 will actually be realized for such production. Net Present Value of Reserves ----------------------------------------------- Partnership 6/30/06 3/31/06 12/31/05 ----------- ----------- ----------- ----------- III-A $11,752,525 $13,164,434 $18,172,686 III-B 5,368,024 6,084,467 8,094,147 III-C 12,911,289 13,478,529 19,743,674 III-D 7,741,492 7,505,439 10,571,683 III-E 16,003,653 18,021,403 25,351,236 III-F 14,966,678 15,791,540 20,515,797 Oil and Gas Prices ----------------------------------------------- Pricing 6/30/06 3/31/06 12/31/05 ----------- ----------- ----------- ----------- Oil (Bbl) $ 73.94 $ 66.25 $ 61.06 Gas (Mcf) 6.09 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. The primary source of liquidity and Partnership cash distributions comes from the net revenues generated from the sale of oil and gas. 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 -42- of net revenues is also highly dependent upon the prices received for oil and gas sales, which are very volatile. Additionally, lower 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 continue. 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. Net revenues may also be affected by proceeds from property sales or additional costs resulting from well workovers, recompletions, new well drilling, and other events. In addition to pricing, 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. Despite this general trend of declining production, several factors can cause volumes sold to increase, remain relatively constant, or decrease at an even greater rate 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 oil and gas wells due to low oil and gas prices (or the opening of previously shut-in wells due to high oil and gas prices), mechanical difficulties, loss of a market/transportation, or performance of workovers, recompletions, or other operations in the well; -43- * Prior period volume adjustments made by the operators of the properties; * Adjustments in ownership or rights to production (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 can be very significant for a single well or for many wells over a short period of time. 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 JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,041,693 $1,136,402 Oil and gas production expenses $ 228,058 $ 213,974 Barrels produced 6,894 8,162 Mcf produced 84,764 105,753 Average price/Bbl $ 68.37 $ 52.45 Average price/Mcf $ 6.73 $ 6.70 As shown in the table above, total oil and gas sales decreased $95,000 (8.3%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this decrease $67,000 and $141,000 were related to decreases in volumes of oil and gas sold. These decreases were partially offset by an increase of $110,000 related to an increase in the average price of oil sold. Volumes of oil and gas sold decreased 1,268 barrels and 20,989 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to (i) the shutting-in of one significant well during late 2005 through mid 2006 in order to perform an unsuccessful 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) a positive prior period volume adjustment made by the operator on one significant well during the three months ended June 30, 2005, and (iii) the shutting-in of two significant wells during late 2005 through mid 2006 in order to perform workovers. As of the date of this Quarterly Report, the operator has not yet -44- determined when or if the shut-in wells will return to production and, if returned to production, at what rate. Oil and gas production expenses (including lease operating expenses and production taxes) increased $14,000 (6.6%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to workover expenses incurred on one significant well during the three months ended June 30, 2006. This increase was partially offset by (i) workover expenses incurred on several other wells during the three months ended June 30, 2005 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 21.9% for the three months ended June 30, 2006 from 18.8% for the three months ended June 30, 2005, primarily due to the decrease in oil and gas sales and the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $34,000 (147.1%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this increase (i) $7,000 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. Other contributing factors to the increase were two significant wells being fully depleted during the three months ended June 30, 2006 due to their lack of remaining reserves. The increases in DD&A 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 5.4% for the three months ended June 30, 2006 from 2.0% for the three months ended June 30, 2005, primarily due to the dollar increase in DD&A. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 7.0% for the three months ended June 30, 2006 from 6.5% for the three months ended June 30, 2005. -45- SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, --------------------------- 2006 2005 ---------- ---------- Oil and gas sales $2,155,013 $2,170,098 Oil and gas production expenses $ 481,476 $ 576,322 Barrels produced 13,714 16,196 Mcf produced 182,280 214,240 Average price/Bbl $ 65.50 $ 48.95 Average price/Mcf $ 6.89 $ 6.43 As shown in the table above, total oil and gas sales remained relatively constant for the six months ended June 30, 2006 and 2005. Sales increases of $227,000 and $85,000 related to increases in the average prices of oil and gas sold were substantially offset by decreases of $122,000 and $205,000 related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 2,482 barrels and 31,960 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to (i) the shutting-in of one significant well during late 2005 through mid 2006 in order to perform an unsuccessful 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 several wells during the six months ended June 30, 2005, and (iii) the shutting-in of several wells during late 2005 through mid 2006 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. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $95,000 (16.5%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This decrease was primarily due to (i) workover expenses incurred on several wells during the six months ended June 30, 2005, (ii) a positive prior period production tax adjustment made by the operator on one significant well during the six months ended June 30, 2005, and (iii) a decrease in saltwater disposal expenses incurred on several wells during the six months ended June 30, 2006 as compared to the same period in 2005. As of the date of this Quarterly Report, management anticipates that these saltwater disposal expenses will remain at 2006 levels. These decreases were partially offset by workover expenses -46- incurred on one significant well during the six months ended June 30, 2006. As a percentage of oil and gas sales, these expenses decreased to 22.3% for the six months ended June 30, 2006 from 26.6% for the six months ended June 30, 2005, primarily due to the dollar decrease in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $37,000 (79.2%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $13,000 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) $4,000 was due to accretion of these additional asset retirement obligations. Other contributing factors to the increase were two significant wells being fully depleted during the six months ended June 30, 2006 due to their lack of remaining reserves. The increases in DD&A 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 3.9% for the six months ended June 30, 2006 from 2.2% for the six months ended June 30, 2005, primarily due to the dollar increase in DD&A. General and administrative expenses increased $2,000 (1.5%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses increased to 7.9% for the six months ended June 30, 2006 from 7.8% for the six months ended June 30, 2005. The Limited Partners have received cash distributions through June 30, 2006 totaling $43,338,701 or 164.18% of Limited Partners' capital contributions. III-B PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 -------- -------- Oil and gas sales $563,165 $605,293 Oil and gas production expenses $139,565 $118,014 Barrels produced 4,739 5,712 Mcf produced 34,124 45,921 Average price/Bbl $ 68.53 $ 52.35 Average price/Mcf $ 6.99 $ 6.67 As shown in the table above, total oil and gas sales decreased $42,000 (7.0%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this decrease $51,000 and $79,000 were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of $77,000 and $11,000 related to increases in the average prices of oil and gas sold. -47- Volumes of oil and gas sold decreased 973 barrels and 11,797 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to (i) the shutting-in of one significant well during late 2005 through mid 2006 in order to perform an unsuccessful 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) a positive prior period volume adjustment made by the operator on one significant well during the three months ended June 30, 2005, and (iii) the shutting-in of two significant wells during late 2005 through mid 2006 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. Oil and gas production expenses (including lease operating expenses and production taxes) increased $22,000 (18.3%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to workover expenses incurred on one significant well during the three months ended June 30, 2006. This increase was partially offset by (i) workover expenses incurred on several other wells during the three months ended June 30, 2005 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 24.8% for the three months ended June 30, 2006 from 19.5% for the three months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $22,000 (173.7%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this increase (i) $5,000 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. Other contributing factors to the increase were two significant wells being fully depleted during the three months ended June 30, 2006 due to their lack of remaining reserves. The increases in DD&A 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 6.0% for the three months ended June 30, 2006 from 2.1% for the three months ended June 30, 2005, primarily due to the dollar increase in DD&A. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses -48- increased to 6.9% for the three months ended June 30, 2006 from 6.5% for the three months ended June 30, 2005. SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, ------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,153,636 $1,130,446 Oil and gas production expenses $ 295,009 $ 335,254 Barrels produced 9,589 11,110 Mcf produced 76,541 90,715 Average price/Bbl $ 65.21 $ 49.06 Average price/Mcf $ 6.90 $ 6.45 As shown in the table above, total oil and gas sales increased $23,000 (2.1%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase $155,000 and $34,000 were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $75,000 and $91,000 related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,521 barrels and 14,174 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to (i) the shutting-in of one significant well during late 2005 through mid 2006 in order to perform an unsuccessful 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) a positive prior period volume adjustment made by the operator on one significant well during the six months ended June 30, 2005, and (iii) the shutting-in of several other wells during late 2005 through mid 2006 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. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $40,000 (12.0%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This decrease was primarily due to (i) workover expenses incurred on several wells during the six months ended June 30, 2005, (ii) a positive prior period production tax adjustment made by the operator on one significant well during the six months ended June 30, 2005, and (iii) a decrease in saltwater disposal expenses incurred on several wells during the six months ended June 30, 2006 as compared to the same period in 2005. As of the date of this Quarterly Report, management anticipates that these -49- saltwater disposal expenses will remain at 2006 levels. These decreases were partially offset by workover expenses incurred on one significant well during the six months ended June 30, 2006. As a percentage of oil and gas sales, these expenses decreased to 25.6% for the six months ended June 30, 2006 from 29.7% for the six months ended June 30, 2005, primarily due to the dollar decrease in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $33,000 (192.8%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $9,000 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) $3,000 was due to accretion of these additional asset retirement obligations. Other contributing factors to the increase were two significant wells being fully depleted during the six months ended June 30, 2006 due to their lack of remaining reserves. The increases in DD&A 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 4.3% for the six months ended June 30, 2006 from 1.5% for the six months ended June 30, 2005, primarily due to the dollar increase in DD&A. General and administrative expenses increased $2,000 (2.1%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses remained constant at 8.8% for the six months ended June 30, 2006 and 2005. The Limited Partners have received cash distributions through June 30, 2006 totaling $23,942,353 or 173.07% of Limited Partners' capital contributions. -50- III-C PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 ---------- -------- Oil and gas sales $1,000,961 $982,319 Oil and gas production expenses $ 257,345 $152,545 Barrels produced 2,778 2,286 Mcf produced 133,924 143,514 Average price/Bbl $ 67.41 $ 50.81 Average price/Mcf $ 6.08 $ 6.04 As shown in the table above, total oil and gas sales increased $19,000 (1.9%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this increase (i) $46,000 and $6,000 were related to increases in the average prices of oil and gas sold and (ii) $25,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of $58,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 492 barrels, while volumes of gas sold decreased 9,590 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The increase in volumes of oil sold was primarily due to (i) an increase in production on one significant well following its successful recompletion 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 decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005. These decreases were partially offset by (i) the successful completion of several new wells during 2005 and early 2006 and (ii) increases in production on two significant wells following their successful recompletions during early 2006. Oil and gas production expenses (including lease operating expenses and production taxes) increased $105,000 (68.7%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to (i) a $50,000 decrease in lease operating expenses during the three months ended June 30, 2005 resulting from a decrease in the III-C Partnership's gas balancing position on several wells, (ii) workover expenses incurred on several wells during the three months ended June 30, 2006, and (iii) repair and maintenance expenses incurred on several other wells during the three months ended June 30, 2006. These increases were partially offset by workover expenses incurred on several other wells during the three -51- months ended June 30, 2005. As a percentage of oil and gas sales, these expenses increased to 25.7% for the three months ended June 30, 2006 from 15.5% for the three months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $32,000 (77.1%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to (i) one significant well being fully depleted during the three months ended June 30, 2006 due to its lack of remaining reserves and (ii) downward revisions in the estimates of remaining gas reserves since June 30, 2005. Other contributing factors to the increase were increases of (i) $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 (ii) $2,000 due to accretion of these additional asset retirement obligations. The increases in DD&A were partially offset by another significant well being fully depleted during the three months ended June 30, 2005 due to its lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 7.4% for the three months ended June 30, 2006 from 4.3% for the three months ended June 30, 2005, primarily due to the dollar increase in DD&A. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses decreased to 6.8% for the three months ended June 30, 2006 from 6.9% for the three months ended June 30, 2005. SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, --------------------------- 2006 2005 ---------- ---------- Oil and gas sales $2,233,942 $1,936,824 Oil and gas production expenses $ 533,220 $ 373,697 Barrels produced 5,490 4,755 Mcf produced 292,087 277,720 Average price/Bbl $ 64.65 $ 48.74 Average price/Mcf $ 6.43 $ 6.14 As shown in the table above, total oil and gas sales increased $297,000 (15.3%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $87,000 and $86,000 were related to increases in the average prices of oil and gas sold and (ii) $36,000 and $88,000 were related to increases in volumes of oil and gas sold. -52- Volumes of oil and gas sold increased 735 barrels and 14,367 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The increase in volumes of oil sold was primarily due to (i) an increase in production on one significant well following its successful recompletion 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) increases in production on several other wells following their successful recompletions during 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 $160,000 (42.7%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) workover expenses incurred on several wells during the six months ended June 30, 2006, (ii) a $50,000 decrease in lease operating expenses during the six months ended June 30, 2005 resulting from a decrease in the III-C Partnership's gas balancing position on several wells, and (iii) repair and maintenance expenses incurred on several other wells during the six months ended June 30, 2006. These increases were partially offset by workover expenses incurred on several wells during the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses increased to 23.9% for the six months ended June 30, 2006 from 19.3% for the six months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $35,000 (36.9%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $11,000 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) $4,000 was due to accretion of these additional asset retirement obligations. Other contributing factors to the increase were (i) one significant well being fully depleted during the six months ended June 30, 2006 due to its lack of remaining reserves and (ii) an increase in depletable oil and gas properties during the six months ended June 30, 2006 primarily due to the recompletion of another significant well. The increases in DD&A were partially offset by one significant well being fully depleted during the six months ended June 30, 2005 due to its lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 5.7% for the six months ended June 30, 2006 from 4.8% for the six months ended June 30, 2005, primarily due to the dollar increase in DD&A. -53- General and administrative expenses increased $2,000 (1.5%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 7.2% for the six months ended June 30, 2006 from 8.1% for the six months ended June 30, 2005, primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through June 30, 2006 totaling $32,710,795 or 133.77% of Limited Partners' capital contributions. III-D PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 -------- -------- Oil and gas sales $585,954 $557,045 Oil and gas production expenses $138,288 $ 89,224 Barrels produced 2,407 2,101 Mcf produced 75,153 75,890 Average price/Bbl $ 66.82 $ 49.88 Average price/Mcf $ 5.66 $ 5.96 As shown in the table above, total oil and gas sales increased $29,000 (5.2%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this increase (i) $41,000 was related to an increase in the average price of oil sold and (ii) $15,000 was related to an increase in volumes of oil sold. These increases were partially offset by decreases of (i) $23,000 related to a decrease in the average price of gas sold and (ii) $4,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 306 barrels, while volumes of gas sold decreased 737 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The increase in volumes of oil sold was primarily due to (i) an increase in production on one significant well following its successful recompletion 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 decrease in volumes of gas sold was primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005 and (ii) normal declines in production. These decreases were partially offset by (i) the successful completion of several new wells during 2005 and early 2006 and (ii) increases in production on two significant wells following their successful recompletions during early 2006. -54- Oil and gas production expenses (including lease operating expenses and production taxes) increased $49,000 (55.0%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to (i) a $34,000 decrease in lease operating expense during the three months ended June 30, 2005 resulting from a decrease in the III-D Partnership's gas balancing position on several wells, (ii) a positive prior period lease operating expense adjustment made on one significant well during the three months ended June 30, 2006, and (iii) workover expenses incurred on another significant well during the three months ended June 30, 2006. These increases were partially offset by workover expenses incurred on two significant wells during the three months ended June 30, 2005. As a percentage of oil and gas sales, these expenses increased to 23.6% for the three months ended June 30, 2006 from 16.0% for the three months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $15,000 (64.1%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to (i) one significant well being fully depleted during the three months ended June 30, 2006 due to its lack of remaining reserves and (ii) an increase in depletable oil and gas properties during the three months ended June 30, 2006 primarily due to the recompletion of another significant well. Other contributing factors to the increase were increases of (i) $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 (ii) $1,000 due to accretion of these additional asset retirement obligations. The increases in DD&A were partially offset by an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. As a percentage of oil and gas sales, this expense increased to 6.4% for the three months ended June 30, 2006 from 4.1% for the three months ended June 30, 2005, primarily due to the dollar increase in DD&A. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses decreased to 6.4% for the three months ended June 30, 2006 from 6.7% for the three months ended June 30, 2005. -55- SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, --------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,300,940 $1,092,106 Oil and gas production expenses $ 306,634 $ 213,947 Barrels produced 4,698 4,500 Mcf produced 159,631 152,605 Average price/Bbl $ 63.64 $ 47.61 Average price/Mcf $ 6.28 $ 5.75 As shown in the table above, total oil and gas sales increased $209,000 (19.1%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $75,000 and $84,000 were related to increases in the average prices of oil and gas sold and (ii) $10,000 and $40,000 were related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 198 barrels and 7,026 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The increase in volumes of oil sold was primarily due to (i) an increase in production on one significant well following its successful recompletion 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) increases in production on several other wells following their successful recompletions during 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 $93,000 (43.3%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) a $34,000 decrease in lease operating expenses during the six months ended June 30, 2005 resulting from a decrease in the III-D Partnership's gas balancing position on several wells, (ii) a positive prior period lease operating expense adjustment made on one significant well during the six months ended June 30, 2006, and (iii) repair and maintenance expenses incurred on several other wells during the six months ended June 30, 2006. These increases were partially offset by workover expenses incurred on two significant wells during the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses increased to 23.6% for the six months ended June 30, 2006 from 19.6% for the six months ended June 30, 2005, primarily due to the dollar increase in production expenses. -56- Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $31,000 (77.1%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) an increase in depletable oil and gas properties during the six months ended June 30, 2006 primarily due to the recompletion of two significant wells and (ii) one significant well being fully depleted during the six months ended June 30, 2006 due to the lack of remaining reserves. Other contributing factors to the increase were increases of (i) $6,000 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 (ii) $2,000 due to accretion of these additional asset retirement obligations. The increases in DD&A were partially offset by an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. As a percentage of oil and gas sales, this expense increased to 5.4% for the six months ended June 30, 2006 from 3.7% for the six months ended June 30, 2005, primarily due to the dollar increase in DD&A. General and administrative expenses increased $3,000 (2.6%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 7.5% for the six months ended June 30, 2006 from 8.7% for the six months ended June 30, 2005, primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through June 30, 2006 totaling $18,225,669 or 139.12% of Limited Partners' capital contributions. III-E PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,125,106 $1,353,943 Oil and gas production expenses $ 250,540 $ 307,948 Barrels produced 4,871 6,195 Mcf produced 147,749 172,213 Average price/Bbl $ 60.61 $ 47.24 Average price/Mcf $ 5.62 $ 6.16 As shown in the table above, total oil and gas sales decreased $229,000 (16.9%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this decrease (i) $62,000 and $151,000 were related to decreases in volumes of oil and gas sold and (ii) $81,000 was related to a decrease in the average price of -57- gas sold. These decreases were partially offset by an increase of $65,000 related to an increase in the average price of oil sold. Volumes of oil and gas sold decreased 1,324 barrels and 24,464 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of two significant wells during early to mid 2006 in order to perform workovers, and (iii) another significant well being temporarily shut-in during the three months ended June 30, 2006 due to low well pressure. As of the date of this Quarterly Report, two of the shut-in wells have returned to production at a higher rate than previously experienced and the third shut-in well is producing at a lower rate than previously experienced. These decreases were partially offset by an increase in production on one significant well following its successful recompletion during early 2006. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $57,000 (18.6%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This decrease was primarily due to (i) a $76,000 decrease in lease operating expenses during the three months ended June 30, 2006 resulting from a decrease in the III-E Partnership's gas balancing position on several wells, (ii) a decrease in production taxes associated with the decrease in oil and gas sales, and (iii) workover expenses incurred on one significant well during the three months ended June 30, 2005. These decreases were partially offset by workover expenses incurred on several other wells during the three months ended June 30, 2006. As a percentage of oil and gas sales, these expenses decreased to 22.3% for the three months ended June 30, 2006 from 22.7% for the three months ended June 30, 2005. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $19,000 (44.6%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to (i) downward revisions in the estimates of remaining oil and gas reserves since June 30, 2005 and (ii) an increase in depletable oil and gas properties during the three months ended June 30, 2006 primarily due to the recompletion of one significant well. Other contributing factors to the increase were increases of (i) $9,000 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 (ii) $3,000 due to accretion of these additional asset retirement obligations. The increases in DD&A were partially offset by (i) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant -58- well and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 5.4% for the three months ended June 30, 2006 from 3.1% for the three months ended June 30, 2005, primarily due to the dollar increase in DD&A. General and administrative expenses increased $1,000 (1.0%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. As a percentage of oil and gas sales, these expenses increased to 10.5% for the three months ended June 30, 2006 from 8.6% for the three months ended June 30, 2005, primarily due to the decrease in oil and gas sales. SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, --------------------------- 2006 2005 ---------- ---------- Oil and gas sales $2,424,884 $2,570,627 Oil and gas production expenses $ 564,186 $ 666,916 Barrels produced 9,063 12,380 Mcf produced 302,526 344,436 Average price/Bbl $ 59.99 $ 45.37 Average price/Mcf $ 6.22 $ 5.83 As shown in the table above, total oil and gas sales decreased $146,000 (5.7%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this decrease $151,000 and $244,000 were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of $132,000 and $117,000 related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 3,317 barrels and 41,910 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of two significant wells during early to mid 2006 in order to perform workovers, and (iii) another significant well being temporarily shut-in during the six months ended June 30, 2006 due to low well pressure. As of the date of this Quarterly Report, two of the shut-in wells have returned to production at a higher rate than previously experienced and the third shut-in well is producing at a lower rate than previously experienced. These decreases were partially offset by an increase in production on one significant well following its successful recompletion during early 2006. -59- Oil and gas production expenses (including lease operating expenses and production taxes) decreased $103,000 (15.4%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This decrease was primarily due to (i) a $76,000 decrease in lease operating expenses during the six months ended June 30, 2006 resulting from a decrease in the III-E Partnership's gas balancing position on several wells, (ii) workover expenses incurred on one significant well during the six months ended June 30, 2005, and (iii) a decrease in production taxes associated with the decrease in oil and gas sales. These decreases were partially offset by workover expenses incurred on several other wells during the six months ended June 30, 2006. As a percentage of oil and gas sales, these expenses decreased to 23.3% for the six months ended June 30, 2006 from 25.9% for the six months ended June 30, 2005, primarily due to the dollar decrease in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $47,000 (54.4%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) downward revisions in the estimates of remaining oil and gas reserves since June 30, 2005 and (ii) an increase in depletable oil and gas properties during the six months ended June 30, 2006 primarily due to the recompletion of one significant well. Other contributing factors to the increase were increases of (i) $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 during late 2005 and (ii) $6,000 due to accretion of these additional asset retirement obligations. The increases in DD&A were partially offset by (i) the decreases in volumes of oil and gas sold and (ii) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. As a percentage of oil and gas sales, this expense increased to 5.5% for the six months ended June 30, 2006 from 3.3% for the six months ended June 30, 2005, primarily due to the dollar increase in DD&A. General and administrative expenses increased $4,000 (1.6%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses increased to 10.7% for the six months ended June 30, 2006 from 9.9% for the six months ended June 30, 2005. The Limited Partners have received cash distributions through June 30, 2006 totaling $53,944,016 or 128.97% of Limited Partners' capital contributions. -60- III-F PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 -------- -------- Oil and gas sales $733,032 $811,137 Oil and gas production expenses $197,757 $163,071 Barrels produced 4,562 4,989 Mcf produced 78,746 89,254 Average price/Bbl $ 65.94 $ 52.40 Average price/Mcf $ 5.49 $ 6.16 As shown in the table above, total oil and gas sales decreased $78,000 (9.6%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this decrease (i) $22,000 and $65,000 were related to decreases in volumes of oil and gas sold and (ii) $53,000 was related to a decrease in the average price of gas sold. These decreases were partially offset by an increase of $62,000 related to an increase in the average price of oil sold. Volumes of oil and gas sold decreased 427 barrels and 10,508 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of two significant wells during early to mid 2006 in order to perform workovers, and (iii) another significant well being temporarily shut-in during the three months ended June 30, 2006 due to low well pressure. As of the date of this Quarterly Report, two of the shut-in wells have returned to production at a higher rate than previously experienced and the third shut-in well is producing at a lower rate than previously experienced. Oil and gas production expenses (including lease operating expenses and production taxes) increased $35,000 (21.3%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to (i) workover expenses incurred on several wells during the three months ended June 30, 2006, (ii) positive prior period production tax adjustments on two significant wells during the three months ended June 30, 2006, and (iii) repair and maintenance expenses incurred on another significant well during the three months ended June 30, 2006. As a percentage of oil and gas sales, these expenses increased to 27.0% for the three months ended June 30, 2006 from 20.1% for the three months ended June 30, 2005, primarily due to the dollar increase in production expenses. -61- Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $10,000 (24.5%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to downward revisions in the estimates of remaining gas reserves since June 30, 2005. Other contributing factors to the increase were increases of (i) $4,000 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 (ii) $1,000 due to accretion of these additional asset retirement obligations. The increases in DD&A were partially offset by (i) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 6.8% for the three months ended June 30, 2006 from 5.0% for the three months ended June 30, 2005, primarily due to the dollar increase in DD&A. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 8.5% for the three months ended June 30, 2006 from 7.7% for the three months ended June 30, 2005, primarily due to the decrease in oil and gas sales. SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, ------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,594,898 $1,631,089 Oil and gas production expenses $ 416,947 $ 370,921 Barrels produced 9,692 10,378 Mcf produced 158,110 189,504 Average price/Bbl $ 62.14 $ 49.42 Average price/Mcf $ 6.28 $ 5.90 As shown in the table above, total oil and gas sales decreased $36,000 (2.2%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this decrease $34,000 and $185,000 were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of $123,000 and $60,000 related to increases in the average prices of oil and gas sold. -62- Volumes of oil and gas sold decreased 686 barrels and 31,394 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of two significant wells during early to mid 2006 in order to perform workovers, and (iii) another significant well being temporarily shut-in during the six months ended June 30, 2006 due to low well pressure. As of the date of this Quarterly Report, two of the shut-in wells have returned to production at a higher rate than previously experienced and the third shut-in well is producing at a lower rate than previously experienced. Oil and gas production expenses (including lease operating expenses and production taxes) increased $46,000 (12.4%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) workover expenses incurred on several wells during the six months ended June 30, 2006, (ii) positive prior period production tax adjustments on two significant wells during the six months ended June 30, 2006, and (iii) repair and maintenance expenses incurred on another significant well during the six months ended June 30, 2006. As a percentage of oil and gas sales, these expenses increased to 26.1% for the six months ended June 30, 2006 from 22.7% for the six months ended June 30, 2005, primarily due to the dollar increase in production expenses. Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $16,000 (21.3%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to downward revisions in the estimates of remaining gas reserves since June 30, 2005. Other contributing factors to the increase were increases of (i) $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 (ii) $3,000 due to accretion of these additional asset retirement obligations. The increases in DD&A were partially offset by (i) the decreases in volumes of oil and gas sold and (ii) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. As a percentage of oil and gas sales, this expense increased to 5.9% for the six months ended June 30, 2006 from 4.7% for the six months ended June 30, 2005, primarily due to the dollar increase in DD&A. General and administrative expenses increased $2,000 (1.6%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of oil and gas sales, these expenses increased to 9.3% for the six months ended June 30, 2006 from 8.9% for the six months ended June 30, 2005. -63- The Limited Partners have received cash distributions through June 30, 2006 totaling $23,273,904 or 105.08% of Limited Partners' capital contributions. -64- 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. -65- 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. -66- 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. -67- 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: August 14, 2006 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: August 14, 2006 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -68- 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. -69- 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. -70-