UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): February 1, 2007 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E ---------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Oklahoma 0-15832 73-1270110 - ---------------- ---------------- ------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) Two West Second Street, Tulsa, Oklahoma 74103 ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (918) 583-1791 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -1- ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (B) Pro forma financial information. (1) Geodyne Energy Income Limited Partnership I-E (a) Pro Forma Balance Sheet as of September 30, 2006. (b) Pro Forma Statement of Operations for the nine months ended September 30, 2006. (c) Pro Forma Statement of Operations for the year ended December 31, 2005. (d) Pro Forma Statement of Operations for the year ended December 31, 2004. (e) Pro Forma Statement of Operations for the year ended December 31, 2003. -2- UNAUDITED PRO FORMA FINANCIAL DATA - ---------------------------------- The following unaudited pro forma balance sheet as of September 30, 2006, unaudited pro forma statements of operations for the nine months ended September 30, 2006, and the unaudited pro forma statements of operations for the years ended December 31, 2005, 2004 and 2003 give effect to the sale of producing properties at an auction in February 2007 as described in ITEM 2 to Form 8-K dated February 1, 2007 and filed February 7, 2007. The unaudited pro forma balance sheet is presented as if the divestiture had occurred on September 30, 2006. The unaudited pro forma statements of operations are presented as if the divestiture had occurred on January 1, 2003. The unaudited pro forma financial data are based on assumptions and includes adjustments as explained in the notes to the unaudited pro forma financial statements. The actual recording of the transactions could differ. -3- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E UNAUDITED PRO FORMA BALANCE SHEET SEPTEMBER 30, 2006 ASSETS Pro Forma Adjustments February 2007 Historical Auction Pro Forma (Note 2a) ---------- ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $1,860,898 $2,216,188 $4,077,086 Accounts receivable: Oil and gas sales 682,219 - 682,219 Assets held for sale 1,526,190 ( 10,525) 1,515,665 ---------- ---------- ---------- Total current assets $4,069,307 $2,205,663 $6,274,970 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,486,834 - 1,486,834 DEFERRED CHARGE 371,475 - 371,475 ---------- ---------- ---------- $5,927,616 $2,205,663 $8,133,279 ========== ========== ========== -4- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E UNAUDITED PRO FORMA BALANCE SHEET SEPTEMBER 30, 2006 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) Pro Forma Adjustments February 2007 Historical Auction Pro Forma (Note 2a) ---------- ------------ ---------- CURRENT LIABILITIES: Accounts payable $ 289,004 $ - $ 289,004 Gas imbalance payable 109,226 - 109,226 Asset retirement obligation - current 14,220 - 14,220 Asset retirement obligation - assets held for sale 213,055 ( 7,857) 205,198 Accounts payable of assets held for sale 83,838 - 83,838 ---------- ---------- ---------- Total current liabilities $ 709,343 ($ 7,857) $ 701,486 LONG-TERM LIABILITIES: Accrued liability $ 118,444 $ - $ 118,444 Asset retirement obligation 541,632 - 541,632 ---------- ---------- ---------- Total long-term liabilities $ 660,076 $ - $ 660,076 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 10,361) $ 332,028 $ 321,667 Limited Partners, issued and outstanding, 41,839 units 4,568,558 1,881,492 6,450,050 ---------- ---------- ---------- Total Partners' capital $4,558,197 $2,213,520 $6,771,717 ---------- ---------- ---------- $5,927,616 $2,205,663 $8,133,279 ========== ========== ========== -5- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 Pro Forma Adjustments February 2007 Historical Auction Pro Forma (Note 2b) ---------- ----------- ---------- REVENUES: Oil and gas sales $3,172,574 $ - $3,172,574 Interest income 46,046 - 46,046 Other income 2,775 - 2,775 --------- -------- ---------- $3,221,395 $ - $3,221,395 COSTS AND EXPENSES: Lease operating $ 459,862 $ - $ 459,862 Production tax 193,117 - 193,117 Depreciation, depletion, and amortization of oil and gas properties 126,362 - 126,362 Impairment provision 42,554 - 42,554 General and administrative 388,581 - 388,581 ---------- -------- ---------- $1,210,476 $ - $1,210,476 ---------- -------- ---------- INCOME FROM CONTINUING OPERATIONS $2,010,919 $ - $2,010,919 ========== ======== ========== GENERAL PARTNER - NET INCOME FROM CONTINUING OPERATIONS $ 318,379 $ - $ 318,379 ========== ======== ========== LIMITED PARTNERS - NET INCOME FROM CONTINUING OPERATIONS $1,692,540 $ - $1,692,540 ========== ======== ========== NET INCOME FROM CONTINUING OPERATIONS per Unit $ 40.45 $ - $ 40.45 ========== ======== ========== UNITS OUTSTANDING 41,839 41,839 41,839 ========== ======== ========== -6- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 Pro Forma Adjustments February 2007 Historical Auction Pro Forma (Note 2b) ---------- ----------- ---------- REVENUES: Oil and gas sales $7,837,745 ($647,411) $7,190,334 Interest income 30,930 - 30,930 ---------- -------- ---------- $7,868,675 ($647,411) $7,221,264 EXPENSES: Lease operating $1,116,007 ($ 37,433) $1,078,574 Production tax 484,831 ( 42,920) 441,911 Depreciation, depletion, and amortization of oil and gas properties 369,878 ( 11,421) 358,457 General and administrative 512,262 - 512,262 ---------- -------- ---------- $2,482,978 ($ 91,774) $2,391,204 ---------- -------- ---------- INCOME FROM CONTINUING OPERATIONS $5,385,697 ($555,637) $4,830,060 ========== ======== ========== GENERAL PARTNER - NET INCOME FROM CONTINUING OPERATIONS $ 854,998 ($ 84,944) $ 770,054 ========== ======== ========== LIMITED PARTNERS - NET INCOME FROM CONTINUING OPERATIONS $4,530,699 ($470,693) $4,060,006 ========== ======== ========== NET INCOME FROM CONTINUING OPERATIONS per Unit $ 108.29 ($ 11.25) $ 97.04 ========== ======== ========== UNITS OUTSTANDING 41,839 41,839 41,839 ========== ======== ========== -7- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004 Pro Forma Adjustments February 2007 Historical Auction Pro Forma (Note 2b) ---------- ----------- ---------- REVENUES: Oil and gas sales $5,947,643 ($550,592) $5,397,051 Interest income 10,251 - 10,251 Gain on sale of oil and gas properties 8,993 - 8,993 ---------- -------- ---------- $5,966,887 ($550,592) $5,416,295 EXPENSES: Lease operating $1,029,623 ($ 54,768) $ 974,855 Production tax 374,490 ( 37,817) 336,673 Depreciation, depletion, and amortization of oil and gas properties 195,500 ( 3,242) 192,258 General and administrative 507,532 - 507,532 ---------- -------- ---------- $2,107,145 ($ 95,827) $2,011,318 ---------- -------- ---------- INCOME FROM CONTINUING OPERATIONS $3,859,742 ($454,765) $3,404,977 ========== ======== ========== GENERAL PARTNER - NET INCOME FROM CONTINUING OPERATIONS $ 603,535 ($ 68,669) $ 534,866 ========== ======== ========== LIMITED PARTNERS - NET INCOME FROM CONTINUING OPERATIONS $3,256,207 ($386,096) $2,870,111 ========== ======== ========== NET INCOME FROM CONTINUING OPERATIONS per Unit $ 77.83 ($ 9.23) $ 68.60 ========== ======== ========== UNITS OUTSTANDING 41,839 41,839 41,839 ========== ======== ========== -8- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 Pro Forma Adjustments February 2007 Historical Auction Pro Forma (Note 2b) ---------- ----------- ---------- REVENUES: Oil and gas sales $6,276,765 ($653,842) $5,622,923 Interest income 8,597 - 8,597 Gain on sale of oil and gas properties 21,072 - 21,072 ---------- -------- ---------- $6,306,434 ($653,842) $5,652,592 EXPENSES: Lease operating $1,036,463 ($ 38,615) $ 997,848 Production tax 374,408 ( 44,865) 329,543 Depreciation, depletion, and amortization of oil and gas properties 486,390 ( 3,741) 482,649 General and administrative 512,062 - 512,062 ---------- -------- ---------- $2,409,323 ($ 87,221) $2,322,102 ---------- -------- ---------- INCOME FROM CONTINUING OPERATIONS $3,897,111 ($566,621) $3,330,490 ========== ======== ========== GENERAL PARTNER - NET INCOME FROM CONTINUING OPERATIONS $ 651,372 ($ 85,517) $ 565,855 ========== ======== ========== LIMITED PARTNERS - NET INCOME FROM CONTINUING OPERATIONS $3,245,739 ($481,104) $2,764,635 ========== ======== ========== NET INCOME FROM CONTINUING OPERATIONS per Unit $ 77.58 ($ 11.50) $ 66.08 ========== ======== ========== UNITS OUTSTANDING 41,839 41,839 41,839 ========== ======== ========== -9- NOTE 1 - BASIS OF PRESENTATION The Unaudited Pro Forma Balance Sheet as of September 30, 2006 is presented as if the divestiture had occurred on September 30, 2006. The Unaudited Pro Forma Statements of Operations for the years ended December 31, 2005, 2004 and 2003 and for the nine months ended September 30, 2006 are presented as if the divestiture had occurred on January 1, 2003. The Partnership follows the successful efforts method of accounting under which proceeds from the sale of oil and gas properties are accounted for as gains or losses net of their carrying costs and transaction expenses. The Pro Forma Statements of Operations for the years ended December 31, 2005, 2004 and 2003, and for the nine months ended September 30, 2006, do not reflect the estimated gain on the divestiture. Assuming the sales closed on September 30, 2006, an estimated non-recurring gain of $2,213,520 would have been recognized. NOTE 2 - PRO FORMA ADJUSTMENTS (a) Reflects net sales proceeds of $2,216,188 for the I-E Partnership and the reversal of the net oil and gas properties and the asset retirement obligations associated with the properties sold. (b) Oil and gas sales, lease operating expenses, and production taxes are adjusted to reflect the reversal of revenues and expenses attributable to the sold properties. Depreciation, depletion, and amortization ("DD&A") is adjusted for the reductions in DD&A and asset retirement obligation accretion expenses attributable to the properties sold. These adjustments were not necessary in the unaudited Pro Forma Statements of Operations for the nine months ended September 30, 2006 as the operating results of the sold properties were already reflected as discontinued operations. -10- 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 hereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E By: GEODYNE RESOURCES, INC. General Partner //s// Dennis R. Neill ----------------------------- Dennis R. Neill President DATE: February 16, 2007 -11-