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): August 8, 2007
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
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(Exact name of Registrant as specified in its Charter)
III-C: 0-18634 III-C: 73-1356542
Oklahoma III-D: 0-18936 III-D: 73-1357374
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Two West Second Street, Tulsa, Oklahoma 74103
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(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))
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(B) General - On February 5, 2007, the General Partner (Geodyne Resources,
Inc.) mailed a notice to the limited partners announcing that the Geodyne
Energy Income Limited Partnership III-C (the "III-C Partnership")and the
Geodyne Energy Income Limited Partnership III-D (the "III-D Partnership")
(collectively, the "Partnerships") will terminate at the end of their
current term, December 31, 2007. Consequently, the Partnerships adopted the
liquidation basis of accounting effective February 5, 2007. The liquidation
basis of accounting reports the net assets of the Partnerships at their net
realizable value. Adjustments were made to reduce all balance sheet
categories into one line, "net assets of Partnership in liquidation", which
is an estimate of the net fair value of all Partnership assets and
liabilities. Cash, accounts receivable, and accounts payable were valued at
their historical cost, which approximates fair value. Oil and gas
properties were valued at their estimated net sales price, which was
estimated utilizing discounted cash flows based on strip pricing as of June
30, 2007 at a discount rate of 10% for proved developed producing reserves,
18% for proved developed non-producing reserves and 20% for proved
undeveloped reserves. An adjustment was made to the discounted cash flows
for the effects of gas balancing and asset retirement obligations. A
provision was also made to account for direct expenses that will be
incurred related to the sale of the oil and gas properties. The allocation
of the "net assets of Partnership in liquidation" to the General Partner
and limited partners was calculated using the current allocation of income
and expenses, which may change if a Partnership's distributions from the
commencement of the property investment period reach a yearly average equal
to at least 12% of the limited partners subscriptions. The adoption of the
liquidation basis of accounting on February 5, 2007 resulted in an increase
in the III-C and III-D Partnerships' net assets of $13,008,489 and
$7,833,968, respectively, at June 30, 2007.
Pro forma unaudited financial information - A limited number of pro forma
adjustments are required to illustrate the effects of the August 8, 2007
Oil and Gas Clearinghouse auction (the "August Auction") on the Unaudited
Statements of Net Assets of Partnership in Liquidation, Unaudited
Statements of Changes in Net Assets of Partnership in Liquidation, and
Unaudited Statements of Operations. The following narrative description is
furnished in lieu of the pro forma statements, assuming the properties were
sold on January 1, 2006.
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(1) III-C Partnership
(a) August 2007 Auction
The III-C Partnership's net fair value of its oil and gas properties
sold in the August Auction was $580,319 as of June 30, 2007. The net
sales proceeds were approximately $850,000.
For the six months ended June 30, 2007, the III-C Partnership's total
revenues and operating expenses would have been reduced by $220,622
and $112,002, respectively. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
For the year ended December 31, 2006, the III-C Partnership's Net
Income from Continuing Operations would have increased by $77,430,
representing a reduction in oil and gas sales of $588,145, a reduction
in operating expenses of $310,335, a reduction in depreciation,
depletion, and amortization ("DD&A") of oil and gas properties of
$349,831, and a reduction in accretion of the asset retirement
obligation of $5,409.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the August Auction, the July 2007 auction described in previous 8-K
filings, and other miscellaneous property sales that occurred in May
2007. The following narrative description is furnished in lieu of the
pro forma statements, assuming the properties were sold on January 1,
2006.
For the six months ended June 30, 2007, the III-C Partnership's total
revenues and operating expenses would have been reduced by $293,778
and $127,967, respectively. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
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For the year ended December 31, 2006, the III-C Partnership's Net
Income from Continuing Operations would have decreased by $38,972,
representing a reduction in oil and gas sales of $751,801, a reduction
in operating expenses of $348,821, a reduction in DD&A of oil and gas
properties of $357,797, and a reduction in accretion of the asset
retirement obligation of $6,211.
(2) III-D Partnership
(a) August 2007 Auction
The III-D Partnership's net fair value of its oil and gas properties
sold in the August Auction was $469,438 as of June 30, 2007. The net
sales proceeds were approximately $657,000.
For the six months ended June 30, 2007, the III-D Partnership's total
revenues and operating expenses would have been reduced by $174,817
and $93,639, respectively. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
For the year ended December 31, 2006, the III-D Partnership's Net
Income from Continuing Operations would have increased by $1,191,
representing a reduction in oil and gas sales of $491,937, a reduction
in operating expenses of $288,755, a reduction in DD&A of oil and gas
properties of $199,847, and a reduction in accretion of the asset
retirement obligation of $4,526.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the August Auction, the July 2007 auction described in previous 8-K
filings, and other miscellaneous property sales that occurred in May
2007. The following narrative description is furnished in lieu of the
pro forma statements, assuming the properties were sold on January 1,
2006.
For the six months ended June 30, 2007, the III-D Partnership's total
revenues and operating expenses would have been reduced by $254,450
and $119,440, respectively. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
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months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
For the year ended December 31, 2006, the III-D Partnership's Net
Income from Continuing Operations would have decreased by $65,821,
representing a reduction in oil and gas sales of $612,696, a reduction
in operating expenses of $341,967, a reduction in DD&A of oil and gas
properties of $200,239, and a reduction in accretion of the asset
retirement obligation of $4,669.
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 III-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
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Dennis R. Neill
President
DATE: August 29, 2007
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