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): September 12, 2007
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
----------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
III-A: 0-18302 III-A: 73-1352993
III-B: 0-18636 III-B: 73-1358666
III-E: 0-19010 III-E: 73-1367188
Oklahoma III-F: 0-19102 III-F: 73-1377737
- ---------------- ---------------- -------------------
(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) 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-A (the "III-A Partnership"), the
Geodyne Energy Income Limited Partnership III-B (the "III-B Partnership"),
the Geodyne Energy Income Limited Partnership III-E (the "III-E
Partnership"), and the Geodyne Energy Income Limited Partnership III-F (the
"III-F 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 Partnerships' net assets as follows, at June 30, 2007:
III-A $ 9,875,179
III-B 4,359,767
III-E 13,013,493
III-F 10,981,626
Pro forma unaudited financial information - A limited number of pro forma
adjustments are required to illustrate the effects of the September 12,
2007 Oil and Gas Clearinghouse auction (the "September Auction") on the
Unaudited Statements of Net Assets of Partnership in Liquidation,
Unaudited Statements of Changes in Net Assets of Partnership in
-2-
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.
(1) III-A Partnership
(a) September 2007 Auction
The III-A Partnership's net fair value of its oil and gas
properties sold in the September Auction was $495,984 as of June
30, 2007. The net sales proceeds were approximately $401,000.
For the six months ended June 30, 2007, the III-A Partnership's
total revenues and operating expenses would have been reduced by
$60,159 and $25,631, 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-A Partnership's Net
Income from Continuing Operations would have decreased by
$102,109, representing a reduction in oil and gas sales of
$155,212, a reduction in operating expenses of $48,967, a
reduction in depreciation, depletion, and amortization ("DD&A")
of oil and gas properties of $2,954, and a reduction in accretion
of the asset retirement obligation of $1,182.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing
properties at the September Auction and the July 2007 auction
described in previous 8-K filings. 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-A Partnership's
total revenues and operating expenses would have been reduced by
$524,155 and $151,365, 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.
-3-
For the year ended December 31, 2006, the III-A Partnership's Net
Income from Continuing Operations would have decreased by
$865,912, representing a reduction in oil and gas sales of
$1,216,466, a reduction in operating expenses of $296,204, a
reduction in DD&A of oil and gas properties of $48,167, and a
reduction in accretion of the asset retirement obligation of
$6,183.
(2) III-B Partnership
(a) September 2007 Auction
The III-B Partnership's net fair value of its oil and gas
properties sold in the September Auction was $208,939 as of June
30, 2007. The net sales proceeds were approximately $168,000.
For the six months ended June 30, 2007, the III-B Partnership's
total revenues and operating expenses would have been reduced by
$25,527 and $10,826, 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-B Partnership's Net
Income from Continuing Operations would have decreased by
$43,103, representing a reduction in oil and gas sales of
$65,414, a reduction in operating expenses of $20,567, a
reduction in DD&A of oil and gas properties of $1,244, and a
reduction in accretion of the asset retirement obligation of
$500.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing
properties at the September Auction and the July 2007 auction
described in previous 8-K filings. 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-B Partnership's
total revenues and operating expenses would have been reduced by
$246,045 and $72,471, 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,
-4-
2006 include only the sold properties classified as continuing
operations at December 31, 2006.
For the year ended December 31, 2006, the III-B Partnership's Net
Income from Continuing Operations would have decreased by
$405,807, representing a reduction in oil and gas sales of
$570,265 a reduction in operating expenses of $138,596, a
reduction in DD&A of oil and gas properties of $22,977, and a
reduction in accretion of the asset retirement obligation of
$2,885.
(3) III-E Partnership
(a) September 2007 Auction
The III-E Partnership's net fair value of its oil and gas
properties sold in the September Auction was $2,881,487 as of
June 30, 2007. The net sales proceeds were approximately
$3,401,000.
For the six months ended June 30, 2007, the III-E Partnership's
total revenues and operating expenses would have been reduced by
$458,867 and $184,361, 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-E Partnership's Net
Income from Continuing Operations would have decreased by
$583,006, representing a reduction in oil and gas sales of
$965,477, a reduction in operating expenses of $267,901, a
reduction in DD&A of oil and gas properties of $108,018, and a
reduction in accretion of the asset retirement obligation of
$6,552.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing
properties at the September Auction, the July 2007 auction
described in previous 8-K filings, and other miscellaneous
property sales that occurred in August 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-E Partnership's
total revenues and operating expenses would have been reduced by
$1,570,288 and $528,345,
-5-
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-E Partnership's Net
Income from Continuing Operations would have decreased by
$1,761,876, representing a reduction in oil and gas sales of
$2,933,128, a reduction in operating expenses of $1,008,987, a
reduction in DD&A of oil and gas properties of $150,839, and a
reduction in accretion of the asset retirement obligation of
$11,426.
(4) III-F Partnership
(a) September 2007 Auction
The III-F Partnership's net fair value of its oil and gas
properties sold in the September Auction was $3,466,595 as of
June 30, 2007. The net sales proceeds were approximately
$4,284,000.
For the six months ended June 30, 2007, the III-F Partnership's
total revenues and operating expenses would have been reduced by
$575,866 and $138,342, 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-F Partnership's Net
Income from Continuing Operations would have decreased by
$508,447, representing a reduction in oil and gas sales of
$733,971, a reduction in operating expenses of $141,599, a
reduction in DD&A of oil and gas properties of $83,012, and a
reduction in accretion of the asset retirement obligation of
$913.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing
properties at the September Auction, the July 2007 auction
described in previous 8-K filings, and other miscellaneous
property sales that occurred in August 2007. The following
narrative description is furnished in lieu of the pro forma
statements, assuming the properties were sold on January 1, 2006.
-6-
For the six months ended June 30, 2007, the III-F Partnership's
total revenues and operating expenses would have been reduced by
$739,121 and $204,438, 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-F Partnership's Net
Income from Continuing Operations would have decreased by
$535,601, representing a reduction in oil and gas sales of
$1,016,940, a reduction in operating expenses of $380,523, a
reduction in DD&A of oil and gas properties of $98,266, and a
reduction in accretion of the asset retirement obligation of
$2,550.
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-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
-----------------------------
Dennis R. Neill
President
DATE: October 3, 2007