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): October 10, 2007
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-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
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(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-C: 0-18634 III-C: 73-1356542
III-E: 0-19010 III-E: 73-1367188
Oklahoma III-F: 0-19102 III-F: 73-1377737
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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-A (the "III-A Partnership"), the
Geodyne Energy Income Limited Partnership III-B (the "III-B Partnership"),
the Geodyne Energy Income Limited Partnership III-C (the "III-C
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, November 22, 2007 for the III-A
Partnership and December 31, 2007 for the other partnerships. 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-C 13,008,489
III-E 13,013,493
III-F 10,981,626
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Pro forma unaudited financial information - A limited number of pro forma
adjustments are required to illustrate the effects of the October 10, 2007
Oil and Gas Clearinghouse auction (the "October 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.
(1) III-A Partnership
(a) October 2007 Auction
The III-A Partnership's net fair value of its oil and gas properties
sold in the October Auction was $1,554,128 as of June 30, 2007. The
net sales proceeds were approximately $1,750,000.
For the six months ended June 30, 2007, the III-A Partnership's total
revenues and operating expenses would have been reduced by $241,953
and $39,445, respectively.
For the year ended December 31, 2006, the III-A Partnership's Net
Income from Continuing Operations would have decreased by $464,941,
representing a reduction in oil and gas sales of $596,190, a reduction
in operating expenses of $81,672, a reduction in depreciation,
depletion, and amortization ("DD&A") of oil and gas properties of
$48,867, and a reduction in accretion of the asset retirement
obligation of $710.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the October Auction and the July and September 2007 auctions
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 $766,108
and $190,810, 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,
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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 $1,330,853,
representing a reduction in oil and gas sales of $1,812,656, a
reduction in operating expenses of $377,876, a reduction in DD&A of
oil and gas properties of $97,034, and a reduction in accretion of the
asset retirement obligation of $6,893.
(2) III-B Partnership
(a) October 2007 Auction
The III-B Partnership's net fair value of its oil and gas properties
sold in the October Auction was $526,027 as of June 30, 2007. The net
sales proceeds were approximately $600,000.
For the six months ended June 30, 2007, the III-B Partnership's total
revenues and operating expenses would have been reduced by $93,278 and
$16,782, respectively.
For the year ended December 31, 2006, the III-B Partnership's Net
Income from Continuing Operations would have decreased by $153,657,
representing a reduction in oil and gas sales of $188,733, a reduction
in operating expenses of $29,752, a reduction in DD&A of oil and gas
properties of $5,053, and a reduction in accretion of the asset
retirement obligation of $271.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the October Auction and the July and September 2007 auctions
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 $339,323
and $89,253, 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-B Partnership's Net
Income from Continuing Operations would have decreased by $559,464,
representing a reduction in oil and gas sales of $758,998, a reduction
in operating expenses of $168,348, a reduction in DD&A of oil and gas
properties of $28,030, and a reduction in accretion of the asset
retirement obligation of $3,156.
(3) III-C Partnership
(a) October 2007 Auction
The III-C Partnership's net fair value of its oil and gas properties
sold in the October Auction was $1,274,186 as of June 30, 2007. The
net sales proceeds were approximately $1,214,000.
For the six months ended June 30, 2007, the III-C Partnership's total
revenues and operating expenses would have been reduced by $238,887
and $52,695, 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 decreased by $355,593,
representing a reduction in oil and gas sales of $527,725, a reduction
in operating expenses of $142,237, a reduction in DD&A of oil and gas
properties of $26,749, and a reduction in accretion of the asset
retirement obligation of $3,146.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the October Auction, the July and August 2007 auctions 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 $542,892
and $185,078, respectively. Under liquidation accounting, discontinued
operations are
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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 decreased by $412,680,
representing a reduction in oil and gas sales of $1,306,979, a
reduction in operating expenses of $499,681, a reduction in DD&A of
oil and gas properties of $385,056, and a reduction in accretion of
the asset retirement obligation of $9,562.
(4) III-E Partnership
(a) October 2007 Auction
The III-E Partnership's net fair value of its oil and gas properties
sold in the October Auction was $474,010 as of June 30, 2007. The net
sales proceeds were approximately $522,000.
For the six months ended June 30, 2007, the III-E Partnership's total
revenues and operating expenses would have been reduced by $77,901 and
$21,329, 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 $118,041,
representing a reduction in oil and gas sales of $164,742, a reduction
in operating expenses of $43,966, a reduction in DD&A of oil and gas
properties of $1,962, and a reduction in accretion of the asset
retirement obligation of $773.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the October Auction, the July and September 2007 auctions and sale
of properties to EnCana 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
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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 $1,920,217
and $632,028, 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 $2,274,098,
representing a reduction in oil and gas sales of $3,692,011, a
reduction in operating expenses of $1,216,390, a reduction in DD&A of
oil and gas properties of $186,925, and a reduction in accretion of
the asset retirement obligation of $14,598.
(5) III-F Partnership
(a) October 2007 Auction
The III-F Partnership's net fair value of its oil and gas properties
sold in the October Auction was $1,329,022 as of June 30, 2007. The
net sales proceeds were approximately $1,371,000.
For the six months ended June 30, 2007, the III-F Partnership's total
revenues and operating expenses would have been reduced by $160,525
and $49,672, 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 $249,505,
representing a reduction in oil and gas sales of $365,391, a reduction
in operating expenses of $104,985, a reduction in DD&A of oil and gas
properties of $7,565, and a reduction in accretion of the asset
retirement obligation of $3,336.
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(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the October Auction, the July and September 2007 auctions and sale
of properties to EnCana 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-F Partnership's total
revenues and operating expenses would have been reduced by $1,125,723
and $322,932, 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 $1,111,119,
representing a reduction in oil and gas sales of $1,877,427, a
reduction in operating expenses of $623,972, a reduction in DD&A of
oil and gas properties of $134,435, and a reduction in accretion of
the asset retirement obligation of $7,901.
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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-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
By: GEODYNE RESOURCES, INC.
General Partner
//s// Dennis R. Neill
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Dennis R. Neill
President
DATE: October 31, 2007
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