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): December 13, 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-D
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-D: 0-18936 III-D: 73-1357374
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-D (the
"III-D 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 September 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 September 30, 2007:
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III-A $ 10,179,618
III-B 4,522,885
III-C 13,403,305
III-D 8,389,887
III-E 15,793,081
III-F 12,053,340
Pro forma unaudited financial information - A limited number of pro forma
adjustments are required to illustrate the effects of the December 12 and
13, 2007 Oil and Gas Clearinghouse auction (the "December 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) December 2007 Auction
The III-A Partnership's net fair value of its oil and gas properties
sold in the December Auction was $852,621 as of September 30, 2007.
The net sales proceeds were approximately $990,000.
For the nine months ended September 30, 2007, the III-A Partnership's
total revenues and operating expenses would have been reduced by
$219,139 and $50,501, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $240,691,
representing a reduction in oil and gas sales of $316,250, a reduction
in operating expenses of $69,614, a reduction in depreciation,
depletion, and amortization ("DD&A") of oil and gas properties of
$4,619 and a reduction in accretion of the asset retirement obligation
of $1,326.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction and the July,
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September, October, and November 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 nine months ended September 30, 2007, the III-A Partnership's
total revenues and operating expenses would have been reduced by
$1,412,351 and $298,524, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $1,631,004,
representing a reduction in oil and gas sales of $2,199,120, a
reduction in operating expenses of $456,133, a reduction in DD&A of
oil and gas properties of $103,648, and a reduction in accretion of
the asset retirement obligation of $8,335.
(2) III-B Partnership
(a) December 2007 Auction
The III-B Partnership's net fair value of its oil and gas properties
sold in the December Auction was $239,966 as of September 30, 2007.
The net sales proceeds were approximately $253,000.
For the nine months ended September 30, 2007, the III-B Partnership's
total revenues and operating expenses would have been reduced by
$71,290 and $16,479, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $93,119,
representing a reduction in oil and gas sales of $123,918, a reduction
in operating expenses of $28,157, a reduction in DD&A of oil and gas
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properties of $1,930, and a reduction in accretion of the asset
retirement obligation of $712.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction and the July, September, October, and November
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 nine months ended September 30, 2007, the III-B Partnership's
total revenues and operating expenses would have been reduced by
$614,167 and $176,752, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $691,352,
representing a reduction in oil and gas sales of $984,214, a reduction
in operating expenses of $255,138, a reduction in DD&A of oil and gas
properties of $32,306, and a reduction in accretion of the asset
retirement obligation of $5,418.
(3) III-C Partnership
(a) December 2007 Auction
The III-C Partnership's net fair value of its oil and gas properties
sold in the December Auction was $2,420,084 as of September 30, 2007.
The net sales proceeds were approximately $2,247,000.
For the nine months ended September 30, 2007, the III-C Partnership's
total revenues and operating expenses would have been reduced by
$943,109 and $109,092, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $1,171,366,
representing a reduction in oil and gas sales of $1,423,034, a
reduction in operating expenses of $212,959, a reduction in DD&A of
oil and gas properties of $36,526, and a reduction in accretion of the
asset retirement obligation of $2,183.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction, and the July, August, October, and November
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 nine months ended September 30, 2007, the III-C Partnership's
total revenues and operating expenses would have been reduced by
$2,255,442 and $535,794, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $1,874,631,
representing a reduction in oil and gas sales of $3,259,176, a
reduction in operating expenses of $902,702, a reduction in DD&A of
oil and gas properties of $466,734, and a reduction in accretion of
the asset retirement obligation of $15,109.
(4) III-D Partnership
(a) December 2007 Auction
The III-D Partnership's net fair value of its oil and gas properties
sold in the December Auction was $1,333,363 as of September 30, 2007.
The net sales proceeds were approximately $1,314,000.
For the nine months ended September 30, 2007, the III-D Partnership's
total revenues and operating expenses would have been reduced by
$591,335 and $56,203, respectively.
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Under liquidation accounting, discontinued operations are no longer
presented. Revenues and expenses for the nine months ended September
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 $617,113,
representing a reduction in oil and gas sales of $776,761, a reduction
in operating expenses of $139,399, a reduction in DD&A of oil and gas
properties of $18,789, and a reduction in accretion of the asset
retirement obligation of $1,460.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction, and the July, August, and November 2007
auctions described in previous 8-K filings, and other miscellaneous
property sales that occurred in May and October 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 nine months ended September 30, 2007, the III-D Partnership's
total revenues and operating expenses would have been reduced by
$1,167,690 and $294,382 respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $838,538,
representing a reduction in oil and gas sales of $1,669,636, a
reduction in operating expenses of $574,936, a reduction in DD&A of
oil and gas properties of $248,652, and a reduction in accretion of
the asset retirement obligation of $7,510.
(5) III-E Partnership
(a) December 2007 Auction
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The III-E Partnership's net fair value of its oil and gas properties
sold in the December Auction was $390,561 as of September 30, 2007.
The net sales proceeds were approximately $163,000.
For the nine months ended September 30, 2007, the III-E Partnership's
total revenues and operating expenses would have been reduced by
$116,838 and $36,900, respectively.
For the year ended December 31, 2006, the III-E Partnership's Net
Income from Continuing Operations would have decreased by $121,142,
representing a reduction in oil and gas sales of $180,282, a reduction
in operating expenses of $55,106, a reduction in DD&A of oil and gas
properties of $2,692, and a reduction in accretion of the asset
retirement obligation of $1,342.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction, and the July, September, October, and
November 2007 auctions and sale of properties to EnCana Oil & Gas
(USA), Inc. 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 nine months ended September 30, 2007, the III-E Partnership's
total revenues and operating expenses would have been reduced by
$2,704,815 and $848,012, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $2,636,631,
representing a reduction in oil and gas sales of $4,207,261, a
reduction in operating expenses of $1,356,511, a reduction in DD&A of
oil and gas properties of $196,678, and a reduction in accretion of
the asset retirement obligation of $17,441.
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(6) III-F Partnership
(a) December 2007 Auction
The III-F Partnership's net fair value of its oil and gas properties
sold in the December Auction was $321,811 as of September 30, 2007.
The net sales proceeds were approximately $136,000.
For the nine months ended September 30, 2007, the III-F Partnership's
total revenues and operating expenses would have been reduced by
$99,548 and $31,058, respectively.
For the year ended December 31, 2006, the III-F Partnership's Net
Income from Continuing Operations would have decreased by $99,464,
representing a reduction in oil and gas sales of $150,699, a reduction
in operating expenses of $49,975, a reduction in DD&A of oil and gas
properties of $138, and a reduction in accretion of the asset
retirement obligation of $1,122.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the December Auction, and the July, September, October, and
November 2007 auctions and sale of properties to EnCana Oil & Gas
(USA), Inc. 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 nine months ended September 30, 2007, the III-F Partnership's
total revenues and operating expenses would have been reduced by
$1,773,987 and $470,198, respectively. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the nine months ended September 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 $1,410,941,
representing a reduction in oil and gas sales of $2,307,615, a
reduction in operating expenses of $745,723, a reduction in DD&A of
oil and gas
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properties of $140,667, and a reduction in accretion of the asset
retirement obligation of $10,284.
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-D
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: December 28, 2007
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