ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership III-A (the "III-A Partnership"), Geodyne Energy Income Limited Partnership III-B (the "III-B Partnership"), Geodyne Energy Income Limited Partnership III-C (the "III-C Partnership"), Geodyne Energy Income Limited Partnership III-D (the "III-D Partnership"), Geodyne Energy Income Limited Partnership III-E (the "III-E Partnership"), and Geodyne Energy Income Limited Partnership III-F (the "III-F Partnership") (collectively, the "Partnerships") are limited partnerships formed under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is composed of Geodyne Resources, Inc., a Delaware corporation, as general partner ("Geodyne" or the "General Partner"), Geodyne Depositary Company, a Delaware corporation, as the sole initial limited partner, and public investors as substitute limited partners (the "Limited Partners"). The Partnerships commenced operations on the dates set forth below:
Date of Partnership Activation ----------- ------------------
III-A November 22, 1989 III-B January 24, 1990 III-C February 27, 1990 III-D September 5, 1990 III-E December 26, 1990 III-F March 7, 1991
The General Partner currently serves as general partner of 26 limited partnerships and is a wholly-owned subsidiary of Samson Investment Company. Samson Investment Company and its various corporate subsidiaries, including the General Partner (collectively "Samson"), are primarily engaged in the production and development of and exploration for oil and gas reserves and the acquisition and operation of producing properties. At December 31, 2003, Samson owned interests in approximately 14,000 oil and gas wells located in 20 states of the United States and the countries of Canada, Venezuela, Russia, and Australia. At December 31, 2003, Samson operated approximately 4,000 oil and gas wells located in 14 states of the United States as well as Canada, Venezuela, Russia, and Australia.
The Partnerships are currently engaged in the business of owning interests in producing oil and gas properties located in the continental United States. The Partnerships may also engage to a limited extent in development drilling on producing oil and
gas properties as required for the prudent management of the Partnerships.
As limited partnerships, the Partnerships have no officers, directors, or employees. They rely instead on the personnel of the General Partner and Samson. As of February 15, 2004, Samson employed approximately 1,000 persons. No employees are covered by collective bargaining agreements, and management believes that Samson provides a sound employee relations environment. For information regarding the executive officers of the General Partner, see "Item 10. Directors and Executive Officers of the General Partner."
The General Partner's and the Partnerships' principal place of business is located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE].
Pursuant to the terms of the partnership agreements for the Partnerships (the "Partnership Agreements") the Partnerships were scheduled to terminate on the dates indicated in the "Initial Termination Date" column of the following chart. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. As of the date of this Annual Report on Form 10-K ("Annual Report"), the General Partner has extended the term of the III-A, III-B, and III-C Partnerships for the third extension period, and the III-D, III-E and III-F Partnerships for the second extension period. Therefore, the Partnerships are currently scheduled to terminate on the dates indicated in the "Current Termination Date" column of the following chart.
Initial Extensions Current Partnership Termination Date Exercised Termination Date ----------- ------------------ --------- ----------------- III-A November 22, 1999 3 November 22, 2005 III-B January 24, 2000 3 December 31, 2005 III-C February 28, 2000 3 December 31, 2005 III-D September 5, 2000 2 September 5, 2004 III-E December 26, 2000 2 December 26, 2004 III-F March 7, 2001 2 March 7, 2005
The General Partner has not determined whether it will further extend the term of any Partnership.
Funding
Although the Partnership Agreements permit the Partnerships to incur borrowings, operations and expenses are currently funded out of each Partnership's revenues from oil and gas sales. The General Partner may, but is not required to, advance funds to a Partnership for the same purposes for which Partnership borrowings are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related incidental development of, oil and gas. The Partnerships do not refine or otherwise process crude oil and condensate. The Partnerships do not hold any patents, trademarks, licenses, or concessions and are not a party to any government contracts. The Partnerships have no backlog of orders and do not participate in research and development activities. The Partnerships are not presently encountering shortages of oilfield tubular goods, compressors, production material, or other equipment. However, recent substantial increases in the price of steel may increase the costs of any future workover, recompletion or drilling activities conducted by the Partnerships.
Competition and Marketing
The primary source of liquidity and Partnership cash distributions comes from the net revenues generated from the sale of oil and gas produced from the Partnerships' oil and gas properties. The level of net revenues is highly dependent upon the total volumes of oil and natural gas sold. Oil and gas reserves are depleting assets and will experience production declines over time, thereby likely resulting in reduced net revenues. The level of net revenues is also highly dependent upon the prices received for oil and gas sales, which prices have historically been very volatile and may continue to be so.
Additionally, lower oil and natural gas prices may reduce the amount of oil and gas that is economic to produce and reduce the Partnerships' revenues and cash flow. Various factors beyond the Partnerships' control will affect prices for oil and natural gas, such as:
* Worldwide and domestic supplies of oil and natural gas; * The ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree upon and maintain oil prices and production quotas; * Political instability or armed conflict in oil-producing regions or around major shipping areas; * The level of consumer demand and overall economic activity;
* The competitiveness of alternative fuels; * Weather conditions; * The availability of pipelines for transportation; and * Domestic and foreign government regulations and taxes.
It is not possible to predict the future direction of oil or natural gas prices or whether the above discussed trends will remain. Operating costs, including General and Administrative Expenses, may not decline over time or may experience only a gradual decline, thus adversely affecting net revenues as either production or oil and natural gas prices decline. In any particular period, net revenues may also be affected by either the receipt of proceeds from property sales or the incursion of additional costs as a result of well workovers, recompletions, new well drilling, and other events.
Significant Customers
The following customers accounted for ten percent or more of the Partnerships' oil and gas sales during the year ended December 31, 2003:
Partnership Purchaser Percentage ----------- ------------------------ ----------
III-A Eaglwing Trading, Inc. ("Eaglwing") 27.0% Valero Industrial Gas L.P. ("Valero") 23.9%
III-B Eaglwing 32.0% Valero 20.3%
III-C Cinergy Marketing Company ("Cinergy") 23.2% Duke Energy Field Services, Inc. ("Duke") 19.6% ONEOK Field Services Co. ("ONEOK") 17.7%
III-D Cinergy 28.1% Eaglwing 23.9% ONEOK 15.2% Duke 14.5%
III-E Eaglwing 36.1% Duke 13.7%
III-F Mountain Gas Resources, Inc. 19.7% Duke 17.3% Eaglwing 15.4%
In the event of interruption of purchases by one or more of the Partnerships' significant customers or the cessation or material change in availability of open access transportation by the Partnerships' pipeline transporters, the Partnerships may encounter difficulty in marketing their gas and in maintaining historic sales levels. Management does not expect any of its open access transporters to seek authorization to terminate their transportation services. Even if the services were terminated, management believes that alternatives would be available whereby the Partnerships would be able to continue to market their gas.
The Partnerships' principal customers for crude oil production are refiners and other companies which have pipeline facilities near the producing properties of the Partnerships. In the event pipeline facilities are not conveniently available to production areas, crude oil is usually trucked by purchasers to storage facilities.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is subject to extensive federal and state laws and regulations governing a wide variety of matters, including the drilling and spacing of wells, allowable rates of production, prevention of waste and pollution, and protection of the environment. In addition to the direct costs borne in complying with such regulations, operations and revenues may be impacted to the extent that certain regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude oil and condensate are made by the Partnerships at market prices and are not subject to price controls. The sale of gas may be subject to both federal and state laws and regulations. The provisions of these laws and regulations are complex and affect all who produce, resell, transport, or purchase gas, including the Partnerships. Although virtually all of the Partnerships' gas production is not subject to price regulation, other regulations affect the availability of gas transportation services and the ability of gas consumers to continue to purchase or use gas at current levels. Accordingly, such regulations may have a material effect on the Partnerships' operations and projections of future oil and gas production and revenues.
Future Legislation -- Legislation affecting the oil and gas industry is under constant review for amendment or expansion. Because such laws and regulations are frequently amended or reinterpreted, management is unable to predict what additional energy legislation may be proposed or enacted or the future cost and impact of complying with existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Compliance with such laws and regulations, together with any penalties resulting from noncompliance, may increase the cost of the Partnerships' operations or may affect the Partnerships' ability to timely complete existing or future activities. Management anticipates that various local, state, and federal environmental control agencies will have an increasing impact on oil and gas operations.
Insurance Coverage
The Partnerships are subject to all of the risks inherent in the exploration for and production of oil and gas including blowouts, pollution, fires, and other casualties. The Partnerships maintain insurance coverage as is customary for entities of a similar size engaged in operations similar to that of the Partnerships, but losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. In particular, many types of pollution and contamination can exist,
undiscovered, for long periods of time and can result in substantial environmental liabilities which are not insured. The occurrence of an event which is not fully covered by insurance could have a material adverse effect on the Partnerships' financial condition and results of operations.
ITEM 2.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of the Partnerships as of December 31, 2003.
Well Statistics(1) As of December 31, 2003
Number of Gross Wells(2) Number of Net Wells(3) -------------------------- --------------------------- P/ship Total Oil Gas Total Oil Gas - -------- ----- --- --- ------ ----- ----- III-A 193 90 103 12.24 3.73 8.51 III-B 165 81 84 7.99 3.98 4.01 III-C 184 63 121 20.75 11.51 9.24 III-D 189 126 63 11.78 6.67 5.11 III-E 252 101 151 28.43 7.17 21.26 III-F 386 274 112 16.78 7.07 9.71 - ----------
(1) The designation of a well as an oil well or gas well is made by the General Partner based on the relative amount of oil and gas reserves for the well. Regardless of a well's oil or gas designation, it may produce oil, gas, or both oil and gas. (2) As used in this Annual Report, "gross well" refers to a well in which a working interest is owned; accordingly, the number of gross wells is the total number of wells in which a working interest is owned. (3) As used in this Annual Report, "net well" refers to the sum of the fractional working interests owned in gross wells. For example, a 15% working interest in a well represents one gross well, but 0.15 net well.
Drilling Activities
During the year ended December 31, 2003, the Partnerships directly or indirectly participated in the drilling activities described below.
County/ Working Revenue Well Name Parish St. Interest Interest Type Status - --------- ------- --- -------- -------- ---- ------
III-A P/ship - ------------ Rancho Blanco #29 Webb TX 0.0000 0.0062 Gas Producing Duke #1-C San Juan NM 0.0000 0.0004 Gas Producing Senter #1-B San Juan NM 0.0512 0.0392 Gas Producing Ira #1-29 Woods OK 0.0000 0.0073 n/a Dryhole Peck #4-26 Caddo OK 0.0100 0.0081 Gas Producing
III-B P/ship - ------------ Rancho Blanco #29 Webb TX 0.0000 0.0029 Gas Producing Duke #1-C San Juan NM 0.0000 0.0001 Gas Producing Senter #1-B San Juan NM 0.0216 0.0165 Gas Producing Peck #4-26 Caddo OK 0.0066 0.0054 Gas Producing
III-C P/ship - ------------ Thomas #1-20 Washita OK 0.0000 0.0019 Gas Producing Tiffany #4-35 Haskell OK 0.0040 0.0035 Gas Producing Phillips #1-33 Latimer OK 0.0006 0.0006 Gas Producing Urchison #4-12H Leflore OK 0.0000 0.0004 Gas Producing Smitherman #4-26H (RY) Haskell OK 0.0000 0.0006 Gas Producing Sutmiller #1-8 Leflore OK 0.0059 0.0059 Gas Producing Pixler 5-15H (RY) Haskell OK 0.0000 0.0011 Gas Producing Cantrell 4-15H (RY) Haskell OK 0.0000 0.0011 Gas Producing Wimberly #5-27H (RY) Haskell OK 0.0000 0.0002 Gas Producing Wimberly #3-27H (RY) Haskell OK 0.0000 0.0002 Gas Producing Ellis #1-23 Pittsburg OK 0.0000 0.0003 Gas Producing Beaver Mountain #1-14 Haskell OK 0.0048 0.0048 Gas Shut-in Rancho Blanco #29 Webb TX 0.0000 0.0012 Gas Producing Sugg 1895 #6 Irion TX 0.0000 0.0021 Gas Producing Sugg 1895 #7 Irion TX 0.0000 0.0021 Gas Producing Sugg AA 1894 #3 Irion TX 0.0000 0.0021 Oil Producing
Duke #1-C San Juan NM 0.0000 0.0001 Gas Producing Senter #1-B San Juan NM 0.0090 0.0069 Gas Producing Renete #2-25 Stephens OK 0.0000 0.0023 Gas Producing Verner #1-11 Pittsburg OK 0.0000 0.0037 Gas Producing Hamilton #4-13 (RY) Pittsburg OK 0.0000 0.0063 Gas Producing Lindsey #1-11 (RY) Pittsburg OK 0.0000 0.0037 n/a Well in progress McEntire #16-14 Atoka OK 0.0001 0.0001 n/a Well in progress
III-D P/ship - ------------ Thomas #1-20 Washita OK 0.0000 0.0003 Gas Producing Tiffany #4-35 Haskell OK 0.0006 0.0005 Gas Producing Phillips #1-33 Latimer OK 0.0005 0.0005 Gas Producing Urchison #4-12H Leflore OK 0.0000 0.0001 Gas Producing Smitherman #4-26H (RY) Haskell OK 0.0000 0.0001 Gas Producing Sutmiller #1-8 Leflore OK 0.0008 0.0008 Gas Producing Forster #1-34 (RY) Pittsburg OK 0.0000 0.0012 Gas Producing Pixler 5-15H (RY) Haskell OK 0.0000 0.0002 Gas Producing Cantrell 4-15H (RY) Haskell OK 0.0000 0.0002 Gas Producing Wimberly #5-27H (RY) Haskell OK 0.0000 0.0000 Gas Producing Wimberly #3-27H (RY) Haskell OK 0.0000 0.0000 Gas Producing Ellis #1-23 Pittsburg OK 0.0000 0.0000 Gas Producing Beaver Mountain #1-14 Haskell OK 0.0007 0.0007 Gas Shut-in Sugg 1895 #6 Irion TX 0.0000 0.0018 Gas Producing Sugg 1895 #7 Irion TX 0.0000 0.0018 Gas Producing Sugg AA 1894 #3 Irion TX 0.0000 0.0018 Oil Producing Renete #2-25 Stephens OK 0.0000 0.0003 Gas Producing Verner #1-11 Pittsburg OK 0.0000 0.0005 Gas Producing Hamilton #4-13 (RY) Pittsburg OK 0.0000 0.0009 Gas Producing Lindsey #1-11 (RY) Pittsburg OK 0.0000 0.0005 n/a Well in progress McEntire #16-14 Atoka OK 0.0000 0.0000 n/a Well in progress
III-E P/ship - ------------ Forster #1-34 (RY) Pittsburg OK 0.0000 0.0002 Gas Producing Hay Reservoir Unit #80 Sweetwater WY 0.0000 0.0026 Gas Producing
Hay Reservoir Unit #81 Sweetwater WY 0.0000 0.0026 Gas Producing Hay Reservoir Unit #82 Sweetwater WY 0.0000 0.0026 Gas Producing Hay Reservoir Unit #85 Sweetwater WY 0.0000 0.0026 Gas Producing St. 5075-36- 11WA Campbell WY 0.0000 0.0006 Gas Shut-in St. 5075-36- 41WA Campbell WY 0.0000 0.0019 n/a Well in progress St. 5075-36- 13WA Campbell WY 0.0000 0.0006 n/a Well in progress St. 5075-36- 23WA Campbell WY 0.0000 0.0019 n/a Well in progress St. 5075-36- 33WA Campbell WY 0.0000 0.0006 n/a Well in progress St. 5075-36- 31WA Campbell WY 0.0000 0.0006 n/a Well in progress Love 5075-14- 21WA Campbell WY 0.0000 0.0014 n/a Well in progress Love 5075-14- 11WA Campbell WY 0.0000 0.0014 n/a Well in progress Love 5075-11- 43WA Campbell WY 0.0000 0.0010 n/a Well in progress Love 5075-14- 13WA Campbell WY 0.0000 0.0010 n/a Well in progress Love 5075-11- 41WA Campbell WY 0.0000 0.0010 n/a Well in progress Love 5075-11- 33WA Campbell WY 0.0000 0.0005 n/a Well in progress Love 5075-11- 43CO Campbell WY 0.0000 0.0010 n/a Well in progress Love 5075-11- 41CO Campbell WY 0.0000 0.0010 n/a Well in progress Love 5075-14- 13CO Campbell WY 0.0000 0.0010 n/a Well in progress Love 5075-14- 11CO Campbell WY 0.0000 0.0014 n/a Well in progress
Love 5075-14- 33WA Campbell WY 0.0000 0.0019 n/a Well in progress Love 5075-14- 23WA Campbell WY 0.0000 0.0019 n/a Well in progress Love 5075-11- 33CO Campbell WY 0.0000 0.0005 n/a Well in progress Love 5075-14- 33CO Campbell WY 0.0000 0.0019 n/a Well in progress Love 5075-14- 21CO Campbell WY 0.0000 0.0014 n/a Well in progress Love 5075-14- 23CO Campbell WY 0.0000 0.0019 n/a Well in progress North Hay Federal #10-17 Sweetwater WY 0.0000 0.0014 n/a Dryhole St. 5075-36- 43WA Campbell WY 0.0000 0.0019 n/a Well in progress Hay Reservoir Unit #86 Sweetwater WY 0.0000 0.0026 n/a Well in progress
III-F P/ship - ------------ Hay Reservoir Unit #80 Sweetwater WY 0.0000 0.0022 Gas Producing Hay Reservoir Unit #81 Sweetwater WY 0.0000 0.0022 Gas Producing Hay Reservoir Unit #82 Sweetwater WY 0.0000 0.0022 Gas Producing Hay Reservoir Unit #85 Sweetwater WY 0.0000 0.0022 Gas Producing North Hay Federal #10-17 Sweetwater WY 0.0000 0.0016 n/a Dryhole Hay Reservoir Unit #86 Sweetwater WY 0.0000 0.0022 n/a Well in progress
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Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information concerning the oil (including condensates) and gas production, net of all royalties, overriding royalties, and other third party interests, of the Partnerships, revenues attributable to such production, and certain price and cost information. As used in
the following tables, direct operating expenses include lease operating expenses and production taxes. In addition, gas production is converted to oil equivalents at the rate of six Mcf per barrel, representing the estimated relative energy content of gas and oil, which rate is not necessarily indicative of the relationship of oil and gas prices. The respective prices of oil and gas are affected by market and other factors in addition to relative energy content.
Net Production Data
III-A Partnership -----------------
Year Ended December 31, ------------------------------------- 2003 2002 2001 ---------- ---------- ---------- Production: Oil (Bbls) 45,080 54,340 82,520 Gas (Mcf) 516,905 908,912 791,697
Oil and gas sales: Oil $1,336,984 $1,316,966 $2,030,557 Gas 2,702,323 2,558,132 3,394,606 --------- --------- --------- Total $4,039,307 $3,875,098 $5,425,163 ========= ========= ========= Total direct operating expenses $ 836,517 $ 915,252 $1,020,090 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 20.7% 23.6% 18.8%
Average sales price: Per barrel of oil $29.66 $24.24 $24.61 Per Mcf of gas 5.23 2.81 4.29
Direct operating expenses per equivalent Bbl of oil $ 6.37 $ 4.45 $ 4.76
Net Production Data
III-B Partnership -----------------
Year Ended December 31, ------------------------------------- 2003 2002 2001 ---------- ---------- ---------- Production: Oil (Bbls) 31,275 39,042 58,965 Gas (Mcf) 243,753 486,057 400,249
Oil and gas sales: Oil $ 931,510 $ 949,685 $1,457,455 Gas 1,276,052 1,326,476 1,689,008 --------- --------- --------- Total $2,207,562 $2,276,161 $3,146,463 ========= ========= ========= Total direct operating expenses $ 509,231 $ 622,936 $ 630,746 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 23.1% 27.4% 20.0%
Average sales price: Per barrel of oil $29.78 $24.32 $24.72 Per Mcf of gas 5.24 2.73 4.22
Direct operating expenses per equivalent Bbl of oil $ 7.08 $ 5.19 $ 5.02
Net Production Data
III-C Partnership -----------------
Year Ended December 31, ------------------------------------- 2003 2002 2001 ---------- ---------- ---------- Production: Oil (Bbls) 13,872 14,716 14,973 Gas (Mcf) 668,059 817,975 935,377
Oil and gas sales: Oil $ 416,104 $ 361,020 $ 382,250 Gas 3,185,294 2,379,868 3,988,865 --------- --------- --------- Total $3,601,398 $2,740,888 $4,371,115 ========= ========= ========= Total direct operating expenses $ 868,275 $ 858,126 $ 980,377 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 24.1% 31.3% 22.4%
Average sales price: Per barrel of oil $30.00 $24.53 $25.53 Per Mcf of gas 4.77 2.91 4.26
Direct operating expenses per equivalent Bbl of oil $ 6.93 $ 5.68 $ 5.74
Net Production Data
III-D Partnership -----------------
Year Ended December 31, ------------------------------------- 2003 2002 2001 ---------- ---------- ---------- Production: Oil (Bbls) 26,438 25,279 27,570 Gas (Mcf) 387,346 501,256 561,664
Oil and gas sales: Oil $ 718,528 $ 563,269 $ 610,171 Gas 1,795,250 1,413,445 2,302,188 --------- --------- --------- Total $2,513,778 $1,976,714 $2,912,359 ========= ========= ========= Total direct operating expenses $ 790,773 $ 880,922 $ 914,671 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 31.5% 44.6% 31.4%
Average sales price: Per barrel of oil $27.18 $22.28 $22.13 Per Mcf of gas 4.63 2.82 4.10
Direct operating expenses per equivalent Bbl of oil $ 8.69 $ 8.10 $ 7.55
Net Production Data
III-E Partnership -----------------
Year Ended December 31, --------------------------------------- 2003 2002 2001 ---------- ---------- ----------- Production: Oil (Bbls) 129,314 133,901 162,557 Gas (Mcf) 854,720 1,000,715 1,226,795
Oil and gas sales: Oil $3,404,768 $2,858,109 $3,486,759 Gas 3,916,448 2,517,891 4,751,785 --------- --------- --------- Total $7,321,216 $5,376,000 $8,238,544 ========= ========= ========== Total direct operating expenses $3,198,044 $3,574,658 $3,511,241 ========= ========= ========== Direct operating expenses as a percentage of oil and gas sales 43.7% 66.5% 42.6%
Average sales price: Per barrel of oil $26.33 $21.34 $21.45 Per Mcf of gas 4.58 2.52 3.87
Direct operating expenses per equivalent Bbl of oil $11.77 $11.89 $ 9.57
Net Production Data
III-F Partnership -----------------
Year Ended December 31, ------------------------------------- 2003 2002 2001 ---------- ---------- ---------- Production: Oil (Bbls) 20,685 23,209 27,090 Gas (Mcf) 412,842 503,895 621,792
Oil and gas sales: Oil $ 598,509 $ 529,406 $ 603,765 Gas 1,881,269 1,107,352 2,330,535 --------- --------- --------- Total $2,479,778 $1,636,758 $2,934,300 ========= ========= ========= Total direct operating expenses $ 754,502 $ 603,358 $ 891,493 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 30.4% 36.9% 30.4%
Average sales price: Per barrel of oil $28.93 $22.81 $22.29 Per Mcf of gas 4.56 2.20 3.75
Direct operating expenses per equivalent Bbl of oil $ 8.43 $ 5.63 $ 6.82
Proved Reserves and Net Present Value
The following table sets forth each Partnership's estimated proved oil and gas reserves and net present value therefrom as of December 31, 2003. The schedule of quantities of proved oil and gas reserves was prepared by the General Partner in accordance with the rules prescribed by the Securities and Exchange Commission (the "SEC"). Certain reserve information was reviewed by Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering firm. As used throughout this Annual Report, "proved reserves" refers to those estimated quantities of crude oil, gas, and gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions.
Net present value represents estimated future gross cash flow from the production and sale of proved reserves, net of estimated oil and gas production costs (including production taxes, ad
valorem taxes, and operating expenses) and estimated future development costs, discounted at 10% per annum. Net present value attributable to the Partnerships' proved reserves was calculated on the basis of current costs and prices at December 31, 2003. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. Oil and gas prices at December 31, 2003 ($29.25 per barrel and $5.77 per Mcf, respectively) were higher than the prices in effect on December 31, 2002 ($28.00 per barrel and $4.74 per Mcf, respectively). This increase in oil and gas prices has caused the estimates of remaining economically recoverable reserves, as well as the values placed on said reserves, at December 31, 2003 to be higher than such estimates and values at December 31, 2002. The prices used in calculating the net present value attributable to the Partnerships' proved reserves do not necessarily reflect market prices for oil and gas production subsequent to December 31, 2003. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at December 31, 2003 will actually be realized for such production.
The process of estimating oil and gas reserves is complex, requiring significant subjective decisions in the evaluation of available geological, engineering, and economic data for each reservoir. The data for a given reservoir may change substantially over time as a result of, among other things, additional development activity, production history, and viability of production under varying economic conditions; consequently, it is reasonably possible that material revisions to existing reserve estimates may occur in the near future. Although every reasonable effort has been made to ensure that these reserve estimates represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures.
Proved Reserves and Net Present Values From Proved Reserves
As of December 31, 2003(1)
III-A Partnership: ----------------- Estimated proved reserves: Gas (Mcf) 4,039,478 Oil and liquids (Bbls) 139,211
Net present value (discounted at 10% per annum) $13,377,306
III-B Partnership: ----------------- Estimated proved reserves: Gas (Mcf) 1,677,840 Oil and liquids (Bbls) 87,639
Net present value (discounted at 10% per annum) $ 6,143,806
III-C Partnership: ----------------- Estimated proved reserves: Gas (Mcf) 5,349,105 Oil and liquids (Bbls) 99,719
Net present value (discounted at 10% per annum) $13,637,641
III-D Partnership: ----------------- Estimated proved reserves: Gas (Mcf) 2,652,614 Oil and liquids (Bbls) 157,044
Net present value (discounted at 10% per annum) $ 6,989,483
III-E Partnership: ----------------- Estimated proved reserves: Gas (Mcf) 6,565,947 Oil and liquids (Bbls) 674,924
Net present value (discounted at 10% per annum) $16,923,995
III-F Partnership: ----------------- Estimated proved reserves: Gas (Mcf) 4,482,383 Oil and liquids (Bbls) 360,288
Net present value (discounted at 10% per annum) $12,072,331
- ---------- (1) Includes certain gas balancing adjustments which cause the gas volumes and net present values to differ from the reserve reports which were prepared by the General Partner and reviewed by Ryder Scott.
No estimates of the proved reserves of the Partnerships comparable to those included herein have been included in reports to any federal agency other than the SEC. Additional information relating to the Partnerships' proved reserves is contained in Note 4 to the Partnerships' financial statements, included in Item 8 of this Annual Report.
Significant Properties
The following table sets forth the number and percent of each Partnership's total wells which are operated by affiliates of the Partnerships as of December 31, 2003:
Operated Wells ------------------------------------- Partnership Number Percent ----------- ------ -------
III-A 20 8% III-B 4 2% III-C 109 26% III-D 102 27% III-E 48 16% III-F 27 7%
The following tables set forth certain well and reserve information as of December 31, 2003 for the basins in which the Partnerships own a significant amount of oil and gas properties. The tables contain the following information for each significant basin: (i) the number of gross wells and net wells, (ii) the number of wells in which only a non-working interest is owned, (iii) the Partnership's total number of wells, (iv) the number of wells operated by the Partnership's affiliates, (v) estimated proved oil reserves, (vi) estimated proved gas reserves, and (vii) the present value (discounted at 10% per annum) of estimated future net cash flow.
The Anadarko Basin is located in western Oklahoma and the Texas panhandle. The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while the Las Animas Arch Basin straddles east Colorado and northwest Kansas. Southern Oklahoma contains the Southern Oklahoma Folded Belt Basin. The Jay-Little Escambia Creek Field Unit ("Jay-LEC Unit") is located in Santa Rosa County, Florida, while the Green River Basin is located in southern Wyoming and northwest Colorado. The Permian Basin straddles west Texas and southeast New Mexico.
Following is a description of those oil and gas properties whose revisions in the estimated proved reserves (based on equivalent barrels of oil) as of December 31, 2003, as compared to December 31, 2002, were significant to the Partnerships.
The III-A and III-B Partnerships' estimated proved reserves increased approximately 117,000 and 77,000 barrels of oil equivalent, respectively, in the Amoco Fee #3 located in Jefferson Davis Parish, Louisiana from December 31, 2002 to December 31, 2003. This increase was primarily due to a revised forecast in reserves based on actual production experience. In addition, the III-A and III-B Partnerships' estimated proved reserves decreased approximately 30,000 and 20,000 barrels of oil equivalent, respectively, in the Donald #1 located in Jefferson Davis Parish, Louisiana from December 31, 2002 to December 31, 2003. This decrease was primarily due to a downward revision of behind pipe reserves.
The III-D and III-E Partnerships' estimated proved reserves decreased approximately 70,000 and 552,000 barrels of oil equivalent, respectively, in the Jay-Little Escambia Creek Field Unit located in Santa Rosa County, Florida from December 31, 2002 to December 31, 2003. The significant downward adjustment in future oil production, as well as an increase in estimated future operating expenses and abandonment expenditures, have also significantly reduced the estimated value of this property's reserves. These changes have been made as a result of the reduced oil production and higher production, workover and well abandonment expenses realized over the last several months. See the "Liquidity and Capital Resources" section located in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for a further discussion of this property.
The III-F Partnership's estimated proved reserves increased approximately 98,000 barrels of oil equivalent in the Healdton Unit #1 located in Carter County, Oklahoma from December 31, 2002 to December 31, 2003. This increase was primarily due to a revised forecast in reserves based on actual production experience. The III-F Partnership's estimated proved reserves increased approximately 91,000 barrels of oil equivalent in the Frontera B Unit located in Cheyenne County, Colorado from December 31, 2002 to December 31, 2003. This increase was primarily due to a revised forecast in reserves based on actual production experience. In addition, the III-F Partnership's estimated proved reserves decreased approximately 82,000 barrels of oil equivalent in the Trail Unit located in Sweetwater County, Wyoming from December 31, 2002 to December 31, 2003. This decrease was primarily due to a revised forecast in reserves based on actual production experience.
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title to their oil and gas properties. Record title to all of the Partnerships' properties is held by either the Partnerships or Geodyne Nominee Corporation, an affiliate of the General Partner.
Title to the Partnerships' properties is subject to customary royalty, overriding royalty, carried, working, and other similar interests and contractual arrangements customary in the oil and gas industry, to liens for current taxes not yet due, and to other encumbrances. Management believes that such burdens do not materially detract from the value of such properties or from the Partnerships' interest therein or materially interfere with their use in the operation of the Partnerships' business.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
A lawsuit styled Robert W. Scott, Individually and as Managing Member of R.W. Scott Investments, LLC v. Samson Resources Company, Case No. C-01-385, was filed in the District Court of Sweetwater County, Wyoming on June 29, 2001. The lawsuit seeks class action certification and alleges that Samson deducted from its payments to royalty and overriding royalty owners certain charges which were improper under the Wyoming royalty payment statutes. A number of these royalty and overriding royalty payments burdened the interests of the Partnerships.
In February 2003, in an effort to minimize potential exposure created by the Wyoming statutes and accompanying legal fees, Samson refunded to the royalty and overriding royalty interest owners who were potential class members all of the amounts which were claimed to be improperly deducted plus statutory interest thereon. The applicable portions of these refunds were recouped from the Partnerships in the first quarter of 2003 as follows:
Partnership Amount ----------- ------------
III-A $ 5,380 III-B 3,548 III-C - III-D - III-E 122,289 III-F 102,690
The lawsuit also alleges that Samson's check stubs did not fully comply with the Wyoming Royalty Payment Act. Samson intends to vigorously defend this claim.
Except as set forth above, to the knowledge of the General Partner, neither the General Partner nor the Partnerships or their properties are subject to any litigation, the results of which would have a material effect on the Partnerships' or the General Partner's financial condition or operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners of any Partnership during 2003.
PART II
ITEM 5.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of March 3, 2004, the number of Units outstanding and the approximate number of Limited Partners of record in the Partnerships were as follows:
Number of Number of Partnership Units Limited Partners ----------- --------- ----------------
III-A 263,976 1,155 III-B 138,336 682 III-C 244,536 1,096 III-D 131,008 578 III-E 418,266 1,795 III-F 221,484 933
Units were initially sold for a price of $100. Units are not traded on any exchange and there is no public trading market for them. The General Partner is aware of certain transfers of Units between unrelated parties, some of which are facilitated by secondary trading firms and matching services. In addition, as further described below, the General Partner is aware of certain "4.9% Tender Offers" which have been made for the Units. The General Partner believes that the transfers between unrelated parties have been limited and sporadic in number and volume. Other than trades facilitated by certain secondary trading firms and matching services, no organized trading market for Units exists and none is expected to develop. Due to the nature of these transactions, the General Partner has no verifiable information regarding prices at which Units have been transferred. Further, a transferee may not become a substitute Limited Partner without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner is obligated to annually issue a repurchase offer which is based on the estimated future net revenues from the
Partnerships' reserves and is calculated pursuant to the terms of the Partnership Agreements. Such repurchase offer is recalculated monthly in order to reflect cash distributions to the Limited Partners and extraordinary events. The following table sets forth the General Partner's repurchase offer per Unit as of the periods indicated. For purpose of this Annual Report, a Unit represents an initial subscription of $100 to a Partnership.
Repurchase Offer Prices -----------------------
2002 2003 2004 ------------------------- ------------------------- ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- III-A $14 $13 $20 $18 $16 $14 $20 $18 $16 III-B 13 11 20 18 16 13 17 14 13 III-C 16 15 18 17 16 14 26 24 22 III-D 19 19 23 22 21 18 28 25 23 III-E 24 24 25 25 24 23 22 21 19 III-F 22 21 20 19 18 18 26 24 23
In addition to this repurchase offer, some of the Partnerships have been subject to "4.9% tender offers" from several third parties. The General Partner does not know the terms of these offers or the prices received by the Limited Partners who accepted these offers.
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash receipts from the sale of oil and gas production and cash requirements of the Partnership. Distributable cash is determined by the General Partner at the end of each calendar quarter and distributed to the Limited Partners within 45 days after the end of the quarter. Distributions are restricted to cash on hand less amounts required to be retained out of such cash as determined in the sole judgment of the General Partner to pay costs, expenses, or other Partnership obligations whether accrued or anticipated to accrue. In certain instances, the General Partner may not distribute the full amount of cash receipts which might otherwise be available for distribution in an effort to equalize or stabilize the amounts of quarterly distributions. Any available amounts not distributed are invested and the interest or income thereon is for the accounts of the Limited Partners.
The following is a summary of cash distributions paid to the Limited Partners during 2002, 2003, and the first quarter of 2004:
Cash Distributions ------------------
----------------------------------------- 1st 2nd 3rd 4th P/ship Qtr. Qtr. Qtr. Qtr. ------ ----- ----- ----- -----
III-A $3.20 $1.49 $1.73 $2.46 III-B 3.48 1.63 1.72 2.56 III-C 1.35 .90 1.26 1.26 III-D .75 .44 1.34 1.22 III-E - - .27 .36 III-F .64 .85 .59 .52
2003 2004 ----------------------------------------- ----- 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. ------ ----- ----- ----- ----- -----
III-A $1.78 $2.39 $3.21 $2.51 $1.81 III-B 1.85 2.41 3.05 2.45 1.64 III-C 1.07 2.06 2.56 2.45 1.79 III-D 1.26 2.63 3.20 2.46 2.15 III-E .64 .87 1.91 1.68 2.06 III-F .74 .70 1.72 1.56 1.35
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected financial data for the Partnerships. This data should be read in conjunction with the financial statements of the Partnerships and the respective notes thereto, included elsewhere in this Annual Report. See "Item 8. Financial Statements and Supplementary Data."
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements. The words "anticipate," "believe," "expect," "plan," "intend," "estimate," "project," "could," "may," and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Annual Report also includes certain information which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships.
Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction with the analysis of results of operations provided below. The primary source of liquidity and Partnership cash distributions comes from the net revenues generated from the sale of oil and gas produced from the Partnerships' oil and gas properties. The level of net revenues is highly dependent upon the prices received for oil and gas sales, which prices have historically been very volatile and may continue to be so. Additionally, lower oil and natural gas prices may reduce the amount of oil and gas that is economic to produce and reduce the Partnerships' revenues and cash flow. Various factors beyond the Partnerships' control will affect prices for oil and natural gas, such as:
* Worldwide and domestic supplies of oil and natural gas; * The ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree upon and maintain oil prices and production quotas;
* Political instability or armed conflict in oil-producing regions or around major shipping areas; * The level of consumer demand and overall economic activity; * The competitiveness of alternative fuels; * Weather conditions; * The availability of pipelines for transportation; and * Domestic and foreign government regulations and taxes.
It is not possible to predict the future direction of oil or natural gas prices or whether the above discussed trends will remain. Operating costs, including General and Administrative Expenses, may not decline over time or may experience only a gradual decline, thus adversely affecting net revenues as either production or oil and natural gas prices decline. In any particular period, net revenues may also be affected by either the receipt of proceeds from property sales or the incursion of additional costs as a result of well workovers, recompletions, new well drilling, and other events.
In addition to pricing, the level of net revenues is also highly dependent upon the total volumes of oil and natural gas sold. Oil and gas reserves are depleting assets and will experience production declines over time, thereby likely resulting in reduced net revenues. Despite this general trend of declining production, several factors can cause the volumes of oil and gas sold to increase or decrease at an even greater rate over a given period. These factors include, but are not limited to, (i) geophysical conditions which cause an acceleration of the decline in production, (ii) the shutting in of wells (or the opening of previously shut-in wells) due to low oil and gas prices, mechanical difficulties, loss of a market or transportation, or performance of workovers, recompletions, or other operations in the well, (iii) prior period volume adjustments (either positive or negative) made by purchasers of the production, (iv) ownership adjustments in accordance with agreements governing the operation or ownership of the well (such as adjustments that occur at payout), and (v) completion of enhanced recovery projects which increase production for the well. Many of these factors are very significant as related to a single well or as related to many wells over a short period of time. However, due to the large number of wells owned by the Partnerships, these factors are generally not material as compared to the normal decline in production experienced on all remaining wells.
Results of Operations
An analysis of the change in net oil and gas operations (oil and gas sales, less lease operating expenses and production taxes), is presented in the tables following "Results of Operations" under the heading "Average Sales Prices, Production
Volumes, and Average Production Costs." Following is a discussion of each Partnerships' results of operations for the year ended December 31, 2003 as compared to the year ended December 31, 2002, and for the year ended December 31, 2002 as compared to the year ended December 31, 2001.
III-A Partnership -----------------
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 -------------------------------------
Total oil and gas sales increased $164,209 (4.2%) in 2003 as compared to 2002. Of this increase, approximately $244,000 and $1,247,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $224,000 and $1,103,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 9,260 barrels and 392,007 Mcf, respectively, in 2003 as compared to 2002. The decrease in volumes of oil sold was primarily due to normal declines in production, which decrease was partially offset by an increase in production during 2003 on one significant well due to the successful workover of that well during mid 2002. The decrease in volumes of gas sold was primarily due to (i) positive prior period gas balancing adjustments on two significant wells during 2002, (ii) a substantial decline in production during 2003 on one significant well following the workover of that well during early 2002, and (iii) normal declines in production. The well with a substantial decline in production is not expected to return to previously high levels of production. Average oil and gas prices increased to $29.66 per barrel and $5.23 per Mcf, respectively, in 2003 from $24.24 per barrel and $2.81 per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $78,735 (8.6%) in 2003 as compared to 2002. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) positive prior period lease operating expense adjustments on two significant wells during 2002, and (iii) workover expenses incurred on two other significant wells during 2002. As a percentage of oil and gas sales, these expenses decreased to 20.7% in 2003 from 23.6% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $366,320 (66.3%) in 2003 as compared to 2002. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold, (ii) several wells being fully depleted in 2002 due to the lack of remaining economically
recoverable reserves, and (iii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2003. As a percentage of oil and gas sales, this expense decreased to 4.6% in 2003 from 14.3% in 2002. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization of oil and gas properties.
General and administrative expenses increased $3,208 (1.0%) in 2003 as compared to 2002. As a percentage of oil and gas sales, these expenses decreased to 7.8% in 2003 from 8.1% in 2002.
The Limited Partners have received cash distributions through December 31, 2003 totaling $36,559,701 or 138.50% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 -------------------------------------
Total oil and gas sales decreased $1,550,065 (28.6%) in 2002 as compared to 2001. Of this decrease, approximately (i) $1,339,000 was related to a decrease in the average price of gas sold and (ii) $693,000 was related to a decrease in volumes of oil sold. These decreases were partially offset by an increase of approximately $503,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 28,180 barrels, while volumes of gas sold increased 117,215 Mcf in 2002 as compared to 2001. The decrease in volumes of oil sold was primarily due to (i) a decline in production on several wells following the recompletions of those wells during mid 2001 and (ii) normal declines in production. These decreases were partially offset by an increase in production on one significant well due to the successful workover of that well during mid 2002. The increase in volumes of gas sold was primarily due to (i) an increase in production on one significant well due to the successful workover of that well during early 2002 and (ii) positive prior period gas balancing adjustments on two significant wells during 2002. These increases were partially offset by a decline in production on two significant wells following the recompletions of those wells during mid 2001. Average oil and gas prices decreased to $24.24 per barrel and $2.81 per Mcf, respectively, in 2002 from $24.61 per barrel and $4.29 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $104,838 (10.3%) in 2002 as compared to 2001. This decrease was primarily due to a decrease in production taxes associated with the decrease in oil and gas sales. This decrease was partially offset by (i) positive prior period lease operating expense adjustments on two significant wells during 2002, (ii) an increase in workover expenses incurred on one significant well during 2002 as compared to 2001, and (iii) workover expenses incurred on another
significant well during 2002. As a percentage of oil and gas sales, these expenses increased to 23.6% in 2002 from 18.8% in 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties increased $33,323 (6.4%) in 2002 as compared to 2001. This increase was primarily due to (i) an increase in depletable oil and gas properties primarily due to drilling activities on several wells during 2002 and (ii) downward revisions in the estimates of remaining oil reserves at December 31, 2002. These increases were partially offset by (i) two significant wells being fully depleted in 2001 due to the lack of remaining economically recoverable reserves and (ii) upward revisions in the estimates of remaining gas reserves at December 31, 2002. As a percentage of oil and gas sales, this expense increased to 14.3% in 2002 from 9.6% in 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold.
General and administrative expenses increased $3,782 (1.2%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 8.1% in 2002 from 5.7% in 2001. This percentage increase was primarily due to the decrease in oil and gas sales.
III-B Partnership -----------------
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 -------------------------------------
Total oil and gas sales decreased $68,599 (3.0%) in 2003 as compared to 2002. Of this decrease, approximately $189,000 and $661,000, respectively, were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of approximately $170,000 and $611,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 7,767 barrels and 242,304 Mcf, respectively, in 2003 as compared to 2002. The decrease in volumes of oil sold was primarily due to normal declines in production, which decrease was partially offset by an increase in production during 2003 on one significant well due to the successful workover of that well during mid 2002. The decrease in volumes of gas sold was primarily due to (i) positive prior period gas balancing adjustments on two significant wells during 2002, (ii) a substantial decline in production during 2003 on one significant well following the workover of that well during early 2002, and (iii) normal declines in production. The well with a substantial decline in production is not expected to return to its previously high levels of production. Average oil and gas
prices increased to $29.78 per barrel and $5.24 per Mcf, respectively, in 2003 from $24.32 per barrel and $2.73 per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $113,705 (18.3%) in 2003 as compared to 2002. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) positive prior period lease operating expense adjustments on two significant wells during 2002, and (iii) workover expenses incurred on several wells during 2002. As a percentage of oil and gas sales, these expenses decreased to 23.1% in 2003 from 27.4% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $210,187 (62.5%) in 2003 as compared to 2002. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold, (ii) several wells being fully depleted in 2002 due to the lack of remaining economically recoverable reserves, and (iii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2003. As a percentage of oil and gas sales, this expense decreased to 5.7% in 2003 from 14.8% in 2002. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization of oil and gas properties.
General and administrative expenses increased $2,469 (1.4%) in 2003 as compared to 2002. As a percentage of oil and gas sales, these expenses increased to 8.0% in 2003 from 7.6% in 2002.
The Limited Partners have received cash distributions through December 31, 2003 totaling $20,777,353 or 150.19% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 -------------------------------------
Total oil and gas sales decreased $870,302 (27.7%) in 2002 as compared to 2001. Of this decrease, approximately (i) $725,000 was related to a decrease in the average price of gas sold and (ii) $492,000 was related to a decrease in volumes of oil sold. These decreases were partially offset by an increase of approximately $362,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 19,923 barrels, while volumes of gas sold increased 85,808 Mcf in 2002 as compared to 2001. The decrease in volumes of oil sold was primarily due to (i) a decline in production on several wells following the recompletions of those wells during mid 2001 and (ii) normal declines in production. These decreases were partially offset by
an increase in production on one significant well due to the successful workover of that well during mid 2002. The increase in volumes of gas sold was primarily due to (i) positive prior period gas balancing adjustments on two significant wells during 2002 and (ii) an increase in production on one significant well due to the successful workover of that well during early 2002. These increases were partially offset by a decline in production on two significant wells following the recompletions of those wells during mid 2001. Average oil and gas prices decreased to $24.32 per barrel and $2.73 per Mcf, respectively, in 2002 from $24.72 per barrel and $4.22 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $7,810 (1.2%) in 2002 as compared to 2001. This decrease was primarily due to a decrease in production taxes associated with the decrease in oil and gas sales. This decrease was partially offset by (i) positive prior period lease operating expense adjustments on two significant wells during 2002, (ii) an increase in workover expenses incurred on one significant well in 2002 as compared to 2001, and (iii) workover expenses incurred on several wells within the same unit during 2002. As a percentage of oil and gas sales, these expenses increased to 27.4% in 2002 from 20.0% in 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties increased $22,159 (7.0%) in 2002 as compared to 2001. This increase was primarily due to (i) an increase in depletable oil and gas properties primarily due to drilling activities on several wells during 2002 and (ii) downward revisions in the estimates of remaining oil reserves at December 31, 2002. These increases were partially offset by (i) two significant wells being fully depleted in 2001 due to the lack of remaining economically recoverable reserves and (ii) upward revisions in the estimates of remaining gas reserves at December 31, 2002. As a percentage of oil and gas sales, this expense increased to 14.8% in 2002 from 10.0% in 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold.
General and administrative expenses increased $2,365 (1.4%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 7.6% in 2002 from 5.4% in 2001. This percentage increase was primarily due to the decrease in oil and gas sales.
III-C Partnership -----------------
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 -------------------------------------
Total oil and gas sales increased $860,510 (31.4%) in 2003 as compared to 2002. Of this increase, approximately $1,242,000 was related to an increase in the average price of gas sold. This increase was partially offset by a decrease of approximately $436,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 844 barrels and 149,916 Mcf, respectively, in 2003 as compared to 2002. The decrease in volumes of oil sold was primarily due to the shutting-in of several wells within one unit for the latter portion of 2003 in order to perform workovers on those wells. The operator has not yet determined when the shut-in wells will return to production. This decrease was partially offset by an increase in production during 2003 on another significant well due to the successful recompletion of that well in late 2002. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of two significant wells during 2003 in order to perform workovers on those wells. One of the shut-in wells has returned to production and the operator has not yet determined when the other well will return to production. These decreases were partially offset by the successful completion of one significant well in early 2003. Average oil and gas prices increased to $30.00 per barrel and $4.77 per Mcf, respectively, in 2003 from $24.53 per barrel and $2.91 per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $10,149 (1.2%) in 2003 as compared to 2002. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on one significant well during 2003. These increases were partially offset by (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) workover expenses incurred on several wells during 2002, and (iii) lower workover expenses incurred on another significant well during 2003 than similar expenses incurred on the same well during 2002. As a percentage of oil and gas sales, these expenses decreased to 24.1% in 2003 from 31.3% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $73,202 (26.4%) in 2003 as compared to 2002. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold, (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2003, and (iii) several wells being fully depleted in 2002 due to the lack of
remaining economically recoverable reserves. As a percentage of oil and gas sales, this expense decreased to 5.7% in 2003 from 10.1% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,917 (1.0%) in 2003 as compared to 2002. As a percentage of oil and gas sales, these expenses decreased to 8.1% in 2003 from 10.6% in 2002. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2003 totaling $27,664,795 or 113.13% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 -------------------------------------
Total oil and gas sales decreased $1,630,227 (37.3%) in 2002 as compared to 2001. Of this decrease, approximately (i) $1,108,000 was related to a decrease in the average price of gas sold and (ii) $501,000 was related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 257 barrels and 117,402 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes of oil sold was primarily due to (i) the shutting-in of several wells within one unit for the latter portion of 2002 in order to perform workovers on those wells and (ii) normal declines in production. These decreases were partially offset by an increase in production on one significant well due to the successful recompletion of that well during late 2002. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a decline in production on one significant well following the unsuccessful recompletion attempt of that well during late 2001. Average oil and gas prices decreased to $24.53 per barrel and $2.91 per Mcf, respectively, in 2002 from $25.53 per barrel and $4.26 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $122,251 (12.5%) in 2002 as compared to 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold. These decreases were partially offset by (i) workover expenses incurred on several wells within the same unit during 2002 and (ii) workover expenses incurred on two significant wells during 2002. As a percentage of oil and gas sales, these expenses increased to 31.3% in 2002 from 22.4% in 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $93,631 (25.2%) in 2002 as compared to 2001. This decrease was primarily due to (i) two significant wells being fully depleted in 2001 due to the lack of remaining economically recoverable reserves, (ii) the decreases in volumes of oil and gas sold, and (iii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2002. These decreases were partially offset by an increase in depletable oil and gas properties primarily due to drilling activities on several wells during 2002. As a percentage of oil and gas sales, this expense increased to 10.1% in 2002 from 8.5% in 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold.
General and administrative expenses increased $3,444 (1.2%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 10.6% in 2002 from 6.6% in 2001. This percentage increase was primarily due to the decrease in oil and gas sales.
III-D Partnership -----------------
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 -------------------------------------
Total oil and gas sales increased $537,064 (27.2%) in 2003 as compared to 2002. Of this increase, approximately $129,000 and $703,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $321,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 1,159 barrels, while volumes of gas sold decreased 113,910 Mcf, respectively, in 2003 as compared to 2002. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of two significant wells during 2003 in order to perform workovers on those wells. One of the shut-in wells has returned to production and the operator has not yet determined when the other well will return to production. These decreases were partially offset by the successful completion of one significant well in early 2003. Average oil and gas prices increased to $27.18 per barrel and $4.63 per Mcf, respectively, in 2003 from $22.28 per barrel and $2.82 per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $90,149 (10.2%) in 2003 as compared to 2002. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decrease in volumes of gas sold, (ii) workover expenses incurred on several wells within the same unit during 2002, and (iii) lower
workover expenses incurred on one significant well during 2003 than similar expenses incurred on the same well during 2002. These decreases were partially offset by (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on another significant well during 2003. As a percentage of oil and gas sales, these expenses decreased to 31.5% in 2003 from 44.6% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $26,853 (18.0%) in 2003 as compared to 2002. This decrease was primarily due to (i) two significant wells being fully depleted in 2002 due to the lack of remaining economically recoverable reserves, (ii) the decrease in volumes of gas sold, and (iii) upward revisions in the estimates of remaining gas reserves at December 31, 2003. These decreases were partially offset by (i) an increase in depreciation, depletion, and amortization of approximately $8,000 due to a change in accounting estimate of future plugging and abandonment costs related to the Jay-Little Escambia Creek Field Unit located in Santa Rosa County, Florida and (ii) substantial downward revisions in the estimates of remaining oil and gas reserves on the same unitized property in 2003 as compared to 2002. As a percentage of oil and gas sales, these expenses decreased to 4.9% in 2003 from 7.6% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,477 (1.5%) in 2003 as compared to 2002. As a percentage of oil and gas sales, these expenses decreased to 6.7% in 2003 from 8.3% in 2002. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2003 totaling $15,311,669 or 116.88% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 -------------------------------------
Total oil and gas sales decreased $935,645 (32.1%) in 2002 as compared to 2001. Of this decrease, approximately (i) $641,000 was related to a decrease in the average price of gas sold and (ii) $248,000 was related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 2,291 barrels and 60,408 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes of gas sold was primarily due to normal declines in production. Average oil prices increased to $22.28 per barrel in 2002 from $22.13 per barrel in 2001. Average gas prices decreased to $2.82 per Mcf in 2002 from $4.10 per Mcf in 2001.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $33,749 (3.7%) in 2002 as compared to 2001. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold and (ii) a decrease in production taxes associated with the decrease in oil and gas sales. These decreases were partially offset by (i) an increase in workover expenses incurred on several wells within the same unit in 2002 as compared to 2001 and (ii) workover expenses incurred on two significant wells during 2002. As a percentage of oil and gas sales, these expenses increased to 44.6% in 2002 from 31.4% in 2001. This percentage increase was primarily due to the decrease in the average price of gas sold.
Depreciation, depletion, and amortization of oil and gas properties increased $23,911 (19.1%) in 2002 as compared to 2001. This increase was primarily due to two significant wells being fully depleted in 2002 due to the lack of remaining economically recoverable reserves. This increase was partially offset by the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 7.6% in 2002 from 4.3% in 2001. This percentage increase was primarily due to the decrease in the average price of gas sold.
General and administrative expenses increased $2,128 (1.3%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 8.3% in 2002 from 5.6% in 2001. This percentage increase was primarily due to the decrease in oil and gas sales.
III-E Partnership -----------------
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 -------------------------------------
Total oil and gas sales increased $1,945,216 (36.2%) in 2003 as compared to 2002. Of this increase, approximately $645,000 and $1,766,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $367,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 4,587 barrels and 145,995 Mcf, respectively, in 2003 as compared to 2002. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well due to production difficulties during 2003. The operator has not yet determined when the shut-in well will return to production. Average oil and gas prices increased to $26.33 per barrel and $4.58 per Mcf,
respectively, in 2003 from $21.34 per barrel and $2.52 per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $376,614 (10.5%) in 2003 as compared to 2002. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold and (ii) workover expenses incurred on several wells within one unit during 2002. These decreases were partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 43.7% in 2003 from 66.5% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties increased $19,213 (4.9%) in 2003 as compared to 2002. This increase was primarily due to (i) an increase in depreciation, depletion, and amortization of approximately $63,000 due to a change in accounting estimate of future plugging and abandonment costs related to the Jay-Little Escambia Creek Field Unit located in Santa Rosa County, Florida, (ii) substantial downward revisions in the estimates of remaining oil and gas reserves on the same unitized property in 2003 as compared to 2002, and (iii) another significant well being fully depleted in 2003 due to the lack of remaining economically recoverable reserves. These increases were partially offset by (i) two significant wells being fully depleted in 2002 due to the lack of remaining economically recoverable reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 5.6% in 2003 from 7.3% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2003 and 2002. As a percentage of oil and gas sales, these expenses decreased to 6.7% in 2003 from 9.0% in 2002. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2003 totaling $46,488,016 or 111.14% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 -------------------------------------
Total oil and gas sales decreased $2,862,544 (34.7%) in 2002 as compared to 2001. Of this decrease, approximately (i) $615,000 and $876,000, respectively, were related to decreases in volumes of oil and gas sold and (ii) $1,358,000 was related to a
decrease in the average price of gas sold. Volumes of oil and gas sold decreased 28,656 barrels and 226,080 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes of oil sold was primarily due to normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) production difficulties on one significant well during 2002 (which have now been remedied), and (iii) the shutting-in of another significant well during 2002 in order to perform a recompletion scheduled for the first part of 2003. These decreases were partially offset by the III-E Partnership receiving a reduced percentage of sales on one significant well in 2001 due to gas balancing. Average oil and gas prices decreased to $21.34 per barrel and $2.52 per Mcf, respectively, in 2002 from $21.45 per barrel and $3.87 per Mcf, respectively, in 2001. The average gas price in 2002 was lowered by the payment of refund amounts relating to the R.W. Scott Investments, LLC lawsuit described in Item 3 of this Annual Report due to the netting of such refunds against gas sales.
Oil and gas production expenses (including lease operating expenses and production expenses) increased $63,417 (1.8%) in 2002 as compared to 2001. This increase was primarily due to an increase in workover expenses incurred on several wells within several units in 2002 as compared to 2001. This increase was partially offset by (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 66.5% in 2002 from 42.6% in 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties increased $42,757 (12.2%) in 2002 as compared to 2001. This increase was primarily due to (i) two significant wells being fully depleted in 2002 due to the lack of remaining economically recoverable reserves and (ii) an increase in depletable oil and gas properties primarily due to drilling activities in a large unitized property during 2002. These increases were partially offset by the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 7.3% in 2002 from 4.3% in 2001. This percentage increase was primarily due to (i) the decreases in the average prices of oil and gas sold and (ii) the dollar increase in depreciation, depletion, and amortization.
General and administrative expenses increased $5,204 (1.1%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 9.0% in 2002 from 5.8% in 2001. This percentage increase was primarily due to the decrease in oil and gas sales.
III-F Partnership -----------------
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 -------------------------------------
Total oil and gas sales increased $843,020 (51.5%) in 2003 as compared to 2002. Of this increase, approximately $127,000 and $974,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $200,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 2,524 barrels and 91,053 Mcf, respectively, in 2003 as compared to 2002. The decrease in volumes of oil sold was primarily due to (i) normal declines in production, (ii) the abandonment of one significant well in early 2003 due to severe mechanical problems, and (iii) the shutting-in of another significant well due to production difficulties during 2003. The operator has not yet determined when the shut-in well will return to production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of two significant wells during 2003 in order to perform repairs and maintenance on those wells. Both shut-in wells have returned to production. Average oil and gas prices increased to $28.93 per barrel and $4.56 per Mcf, respectively, in 2003 from $22.81 per barrel and $2.20 per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $151,144 (25.1%) in 2003 as compared to 2002. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) a negative prior period lease operating expense adjustment made by the operator on one significant well during 2002, and (iii) workover expenses incurred on another significant well during 2003. These increases were partially offset by a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, these expenses decreased to 30.4% in 2003 from 36.9% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $57,524 (21.0%) in 2003 as compared to 2002. This decrease was primarily due to (i) one significant well being fully depleted in 2002 due to the lack of remaining economically recoverable reserves, (ii) the decreases in volumes of oil and gas sold, and (iii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2003. These decreases were partially offset by (i) the abandonment of one significant well in 2003 due to severe mechanical problems and (ii) another significant well being fully depleted in 2003 due to the lack of remaining economically recoverable reserves. As a percentage of oil and gas sales, this expense decreased to 8.7%
in 2003 from 16.7% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,779 (1.0%) in 2003 as compared to 2002. As a percentage of oil and gas sales, these expenses decreased to 10.8% in 2003 from 16.2% in 2002. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2003 totaling $18,386,904 or 83.02% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 -------------------------------------
Total oil and gas sales decreased $1,297,542 (44.2%) in 2002 as compared to 2001. Of this decrease, approximately (i) $679,000 was related to a decrease in the average price of gas sold and (ii) $442,000 was related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 3,881 barrels and 117,897 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes of oil sold was primarily due to the sale of one significant well during early 2001. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of one significant well during 2002 in order to perform a recompletion, and (iii) the shutting-in of another significant well during 2002 in order to perform a workover. Average oil prices increased to $22.81 per barrel in 2002 from $22.29 per barrel in 2001. Average gas prices decreased to $2.20 per Mcf in 2002 from $3.75 per Mcf in 2001. The average gas price in 2002 was lowered by the payment of refund amounts relating to the R.W. Scott Investments, LLC lawsuit described in Item 3 of this Annual Report due to the netting of such refunds against gas sales.
As discussed in Liquidity and Capital Resources below, the III-F Partnership sold certain oil and gas properties during 2001 and recognized a $338,452 gain on such sales. No such sales occurred during 2002.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $288,135 (32.3%) in 2002 as compared to 2001. This decrease was primarily due to (i) the sale of one significant well during early 2001, (ii) a decrease in production taxes associated with the decrease in oil and gas sales, and (iii) workover expenses incurred on two significant wells during 2001. As a percentage of oil and gas sales, these expenses increased to 36.9% in 2002 from 30.4% in 2001. This percentage increase was primarily due to the decrease in the average price of gas sold.
Depreciation, depletion, and amortization of oil and gas properties increased $11,138 (4.2%) in 2002 as compared to 2001. This increase was primarily due to an increase in depletable oil and gas properties primarily due to drilling activities on two significant wells during 2002. This increase was partially offset by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2002. As a percentage of oil and gas sales, this expense increased to 16.7% in 2002 from 8.9% in 2001. This percentage increase was primarily due to the decrease in the average price of gas sold.
General and administrative expenses increased $3,281 (1.3%) in 2002 as compared to 2001. As a percentage of oil and gas sales, these expenses increased to 16.2% in 2002 from 8.9% in 2001. This percentage increase was primarily due to the decrease in oil and gas sales.
Average Sale Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of annual average oil and gas sales prices, production volumes, and average production costs (lease operating expenses and production taxes) per barrel of oil equivalent (one barrel or 6 Mcf of gas) for 2003, 2002, and 2001.
2003 Compared to 2002 ---------------------
Average Sales Prices - ----------------------------------------------------------------------------- P/ship 2003 2002 % Change - ------ ------------------- ----------------- -------------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- ----- ----- III-A $29.66 $5.23 $24.24 $2.81 22% 86% III-B 29.78 5.24 24.32 2.73 22% 92% III-C 30.00 4.77 24.53 2.91 22% 64% III-D 27.18 4.63 22.28 2.82 22% 64% III-E 26.33 4.58 21.34 2.52 23% 82% III-F 28.93 4.56 22.81 2.20 27% 107%
Production Volumes - ----------------------------------------------------------------------------- P/ship 2003 2002 % Change - ------ --------------------- ------------------- -------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------- --------- ------- --------- ------ ----- III-A 45,080 516,905 54,340 908,912 (17%) (43%) III-B 31,275 243,753 39,042 486,057 (20%) (50%) III-C 13,872 668,059 14,716 817,975 ( 6%) (18%) III-D 26,438 387,346 25,279 501,256 ( 5%) (23%) III-E 129,314 854,720 133,901 1,000,715 ( 3%) (15%) III-F 20,685 412,842 23,209 503,895 (11%) (18%)
Average Production Costs per Barrel of Oil Equivalent ----------------------------------- P/ship 2003 2002 % Change ------ ------ ----- -------- III-A $ 6.37 $4.45 43% III-B 7.08 5.19 36% III-C 6.93 5.68 22% III-D 8.69 8.10 7% III-E 11.77 11.89 ( 1%) III-F 8.43 5.63 50%
2002 Compared to 2001 ---------------------
Average Sales Prices - ----------------------------------------------------------------------------- P/ship 2002 2001 % Change - ------ ------------------- ----------------- -------------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- ----- ----- III-A $24.24 $2.81 $24.61 $4.29 (2%) (34%) III-B 24.32 2.73 24.72 4.22 (2%) (35%) III-C 24.53 2.91 25.53 4.26 (4%) (32%) III-D 22.28 2.82 22.13 4.10 1% (31%) III-E 21.34 2.52 21.45 3.87 (1%) (35%) III-F 22.81 2.20 22.29 3.75 2% (41%)
Production Volumes - ----------------------------------------------------------------------------- P/ship 2002 2001 % Change - ------ --------------------- ------------------- -------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------- --------- ------- --------- ------ ----- III-A 54,340 908,912 82,520 791,697 (34%) 15% III-B 39,042 486,057 58,965 400,249 (34%) 21% III-C 14,716 817,975 14,973 935,377 ( 2%) (13%) III-D 25,279 501,256 27,570 561,664 ( 8%) (11%) III-E 133,901 1,000,715 162,557 1,226,795 (18%) (18%) III-F 23,209 503,895 27,090 621,792 (14%) (19%)
Average Production Costs per Barrel of Oil Equivalent ---------------------------------------- P/ship 2002 2001 % Change ------ ----- ----- -------- III-A $4.45 $4.76 ( 7%) III-B 5.19 5.02 3% III-C 5.68 5.74 ( 1%) III-D 8.10 7.55 7% III-E 11.89 9.57 24% III-F 5.63 6.82 (17%)
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are distributed to the Limited Partners on a quarterly basis. See "Item 5. Market for Units and Related Limited Partner Matters." The net proceeds from production are not reinvested in productive assets, except to the extent that producing wells are improved, where methods are employed to permit more efficient recovery of reserves, or where identified developmental drilling or recompletion opportunities are pursued, thereby resulting in a positive economic impact. Assuming 2003 production levels for future years, the Partnerships' proved reserve quantities at December 31, 2003 would have the following remaining lives:
Partnership Gas-Years Oil-Years ----------- --------- ---------
III-A 7.8 3.1 III-B 6.9 2.8 III-C 8.0 7.2 III-D 6.8 5.9 III-E 7.7 5.2 III-F 10.9 17.4
These life of reserves estimates are based on the current estimates of remaining oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve estimates.
The Partnerships' available capital from the Limited Partners' subscriptions has been spent on oil and gas properties and there should be no further material capital resource commitments in the future. The Partnerships have no debt commitments. Cash for operational purposes will be provided by current oil and gas production. During 2003, 2002, and 2001 the Partnerships expended no capital on oil and gas acquisition or exploration activities. However, during those years the Partnerships expended the following amounts on oil and gas developmental activities, primarily well recompletions and developmental drilling:
Partnership 2003 2002 2001 ----------- ------- -------- --------
III-A $53,311 $137,214 $314,177 III-B 32,726 63,540 207,751 III-C 21,609 153,761 128,049 III-D 6,141 170,676 58,029 III-E 21,436 486,120 338,130 III-F 16,762 89,261 52,855
While these expenditures may reduce or eliminate cash available for a particular quarterly cash distribution, the
General Partner believes that these activities are necessary for the prudent operation of the properties and maximization of their value to the Partnerships.
The Partnerships sold certain oil and gas properties during 2003, 2002, and 2001. The sale of the Partnerships' properties was made by the General Partner after giving due consideration to both the offer price and the General Partner's estimate of the property's remaining proved reserves and future operating costs. Net proceeds from the sale of such properties were included in the calculation of the Partnerships' cash distributions for the quarter immediately following the Partnerships' receipt of the proceeds. The amount of such proceeds from the sale of oil and gas properties during 2003, 2002, and 2001, were as follows:
Partnership 2003 2002 2001 ----------- -------- ------- -------- III-A $ 1,902 $ - $ 7,352 III-B 984 118 3,105 III-C 34,411 20,018 52,664 III-D 23,232 16,935 7,258 III-E 101,704 - 55,511 III-F 17,010 - 344,043
The General Partner believes that the sale of these properties will be beneficial to the Partnerships in the long-term since the properties sold generally had a higher ratio of future operating expenses as compared to reserves than the properties not sold.
The III-D and III-E Partnerships own a .65% and 4.67% working interest, respectively, in the Jay-Little Escambia Creek Field Unit located in Santa Rosa County, Florida. This property is operated by ExxonMobil and consists of several oil and gas producing wells, several nitrogen gas injection wells (to stimulate production), and a gas plant. The injection process leads to very high operating costs. As a result, changes in oil (in particular) and natural gas prices can significantly impact net cash flow and the estimated net present value of this property's proved reserves. Based on information received from the operator, in late 2001 through early 2003 this property experienced mechanical and operational difficulties primarily associated with the nitrogen injection system and gas plant operations. Also, the drilling of a directional well has significantly exceeded the operator's original cost estimates. Recently, the operator notified the working interest owners that additional costs would be incurred in order to plug several wells, as well as conduct various well workovers, compression repairs, and other significant expenses. It is very likely that significant plugging costs will continue since there are numerous wells which are not yet plugged. As a result of these costs, cash flow from this property has been reduced and at times has been negative.
The Jay-Little Escambia Creek Field Unit is very sensitive to changes in oil prices and production volumes. To the extent material repairs, drilling, and plugging activities continue to be conducted, this property's cash flows could continue to be low or negative despite relatively high oil and gas prices. The General Partner currently intends to sell the Partnerships' interests in this property at a large oil and gas auction during 2004. There is, however, no assurance that the property will be sold. A joint interest audit of ExxonMobil expenses charged on this property for the period July 2001 through December 2002 resulted in audit exceptions of approximately $17,000 and $120,000, respectively, for the III-D and III-E Partnerships. ExxonMobil is not required to respond to these audit exceptions until early June 2004. The General Partner cannot currently determine what amount, if any, may be recovered as a result of these audit exceptions.
There can be no assurance as to the amount of the Partnerships' future cash distributions. The Partnerships' ability to make cash distributions depends primarily upon the level of available cash flow generated by the Partnerships' operating activities, which will be affected (either positively or negatively) by many factors beyond the control of the Partnerships, including the price of and demand for oil and gas and other market and economic conditions. Even if prices and costs remain stable, the amount of cash available for distributions will decline over time (as the volume of production from producing properties declines) since the Partnerships are not replacing production through acquisitions of producing properties and drilling. The Partnerships' quantity of proved reserves has been reduced by the sale of oil and gas properties as described above; therefore, it is possible that the Partnerships' future cash distributions will decline as a result of a reduction of the Partnerships' reserve base.
Pursuant to the terms of the partnership agreements for the Partnerships (the "Partnership Agreements") the Partnerships were scheduled to terminate on the dates indicated in the "Initial Termination Date" column of the following chart. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. As of the date of this Annual Report, the General Partner has extended the term of the III-A, III-B, and III-C Partnerships for the third extension period, and the III-D, III-E, and III-F Partnerships for the second extension period. Therefore, the Partnerships are currently scheduled to terminate on the dates indicated in the "Current Termination Date" column of the following chart.
Initial Extensions Current Partnership Termination Date Exercised Termination Date ----------- ------------------ --------- ----------------- III-A November 22, 1999 3 November 22, 2005 III-B January 24, 2000 3 December 31, 2005 III-C February 28, 2000 3 December 31, 2005 III-D September 5, 2000 2 September 5, 2004 III-E December 26, 2000 2 December 26, 2004 III-F March 7, 2001 2 March 7, 2005
The General Partner has not determined whether it will further extend the term of any Partnership.
Off-Balance Sheet Arrangements
The Partnerships do not have any off-balance sheet arrangements.
Contractual Obligations
The Partnerships do not have any contractual obligations of the type which are required by the SEC to be disclosed in this Annual Report under this heading.
Critical Accounting Policies
The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion of the General Partners' property screening costs. The acquisition cost to the Partnership of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner.
Depletion of the cost of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the units-of-production method. The Partnerships' calculation of depreciation, depletion, and amortization includes estimated dismantlement and abandonment costs, net of estimated salvage values. When complete units of depreciable property are retired or sold, the asset cost and related accumulated
depreciation are eliminated with any gain or loss reflected in income. When less than complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties.
The Partnerships evaluate the recoverability of the carrying costs of their proved oil and gas properties for each oil and gas field (rather than separately for each well). If the unamortized costs of all oil and gas properties within a field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. The risk that the Partnerships will be required to record impairment provisions in the future increases as oil and gas prices decrease.
The Deferred Charge on the Balance Sheets included in Item 8 of this Annual Report represents costs deferred for lease operating expenses incurred in connection with the Partnerships' underproduced gas imbalance positions. Conversely, the Accrued Liability represents charges accrued for lease operating expenses incurred in connection with the Partnerships' overproduced gas imbalance positions. The rates used in calculating the Deferred Charge and Accrued Liability are the annual average production cost per Mcf.
The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil and gas industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas exceed its pro rata ownership in a well, such sales are recorded as revenues unless total sales from the well have exceeded the Partnership's share of estimated total gas reserves underlying the property, at which time such excess is recorded as a liability. The rates per Mcf used to calculate this liability are based on the average gas prices received for the volumes at the time the overproduction occurred. These rates also approximate the prices for which the Partnerships are currently settling similar liabilities. These amounts were recorded as gas imbalance payables in accordance with the sales method. These gas imbalance payables will be settled by either gas production by the underproduced party in excess of current estimates of total gas reserves for the well or by a negotiated or contractual payment to the underproduced party.
New Accounting Pronouncements
Below is a brief description of Financial Accounting Standards ("FAS") recently issued by the Financial Accounting Standards Board ("FASB") which may have an impact on the Partnerships' future results of operations and financial position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Partnerships). On January 1, 2003, the Partnerships adopted FAS No. 143 and recorded an increase in capitalized cost of oil and gas properties, an increase (decrease) in net income for the cumulative effect of the change in accounting principle, and an asset retirement obligation in the following approximate amounts for each Partnership:
Increase Increase in (decrease) in Capitalized Net Income for Cost of Oil the Change in Asset and Gas Accounting Retirement Partnership Properties Principle Obligation - ----------- ------------ -------------- ----------
III-A $109,000 ($ 1,000) $110,000 III-B 76,000 ( 1,000) 77,000 III-C 192,000 2,000 190,000 III-D 109,000 3,000 106,000 III-E 264,000 3,000 261,000 III-F 144,000 4,000 140,000
These amounts differ significantly from the estimates disclosed in the Annual Report on Form 10-K for the year ended December 31, 2002 due to a revision of the methodology used in calculating the change in capitalized cost of oil and gas properties.
The asset retirement obligation is adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the year ended December 31, 2003, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships recognized approximately $5,000, $6,000, $9,000, $14,000, $83,000, and $10,000, respectively, of an increase in depreciation, depletion, and amortization expense, which was comprised of accretion of the asset retirement obligation and depletion of the increase in capitalized cost of oil and gas properties.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors, including the extent of domestic and foreign
production, foreign imports of oil, market demand, domestic and foreign economic conditions in general, and governmental regulations and tax laws. The general level of inflation in the economy did not have a material effect on the operations of the Partnerships in 2003. Oil and gas prices have fluctuated during recent years and generally have not followed the same pattern as inflation. See "Item 2. Properties - Oil and Gas Production, Revenue, and Price History."
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Partnerships do not hold any market risk sensitive instruments.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 15 hereof.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the principal executive officer and principal financial officer conducted an evaluation of the Partnerships' disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934). Based on this evaluation, such officers concluded that the Partnerships' disclosure controls and procedures are effective to ensure that information required to be disclosed by the Partnerships in reports filed under the Exchange Act is recorded, processed, summarized, and reported accurately and within the time periods specified in the Securities and Exchange Commission rules and forms.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The Partnerships have no directors or executive officers. The following individuals are directors and executive officers of the General Partner. The business address of such director and executive officers is Two West Second Street, Tulsa, Oklahoma 74103.
Name Age Position with Geodyne ---------------- --- -------------------------------- Dennis R. Neill 52 President and Director
Judy K. Fox 53 Secretary
The director will hold office until the next annual meeting of shareholders of Geodyne or until his successor has been duly elected and qualified. All executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and Director of Geodyne on March 3, 1993, and was named President of Geodyne and its subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a Tulsa law firm, Conner and Winters, where his principal practice was in the securities area. He received a Bachelor of Arts degree in political science from Oklahoma State University and a Juris Doctorate degree from the University of Texas. Mr. Neill also serves as Senior Vice President of Samson Investment Company and as President and Director of Samson Properties Incorporated, Samson Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L Drilling Company, Snyder Exploration Company, and Compression, Inc.
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Partnerships and the General Partner, there were no officers, directors, or ten percent owners who were delinquent filers during 2003 of reports required under Section 16 of the Securities Exchange Act of 1934.
Audit Committee Financial Expert
The Partnerships are not required by SEC regulations or otherwise to maintain an audit committee. The board of directors of the General Partner consists of one person and therefore serves as its audit committee. There is not an audit committee financial expert, as defined in the SEC regulations, serving on the General Partner's board of directors.
Code of Ethics
The General Partner has adopted a Code of Ethics which applies to all of its executive officers, including those persons who perform the functions of principal executive officer, principal financial officer, and principal accounting officer. The Partnerships will provide, free of charge, a copy of this Code of Ethics to any person upon receipt of a written request mailed to Geodyne Resources, Inc., Investor Services, Samson Plaza, Two West Second Street, Tulsa, OK 74103. Such requests must include the address to which the Code of Ethics should be mailed.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual general and administrative costs and operating costs incurred and attributable to the conduct of the business affairs and operations of the Partnerships, computed on a cost basis, determined in accordance with generally accepted accounting principles. Such reimbursed costs and expenses allocated to the Partnerships include office rent, secretarial, employee compensation and benefits, travel and communication costs, fees for professional services, and other items generally classified as general or administrative expense. When actual costs incurred benefit other Partnerships and affiliates, the allocation of costs is based on the relationship of the Partnerships' reserves to the total reserves owned by all Partnerships and affiliates. The amount of general and administrative expense allocated to the General Partner and its affiliates which was charged to each Partnership during 2003, 2002, and 2001, is set forth in the table below. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships have not fluctuated due to expense limitations imposed by the Partnership Agreements.
Partnership 2003 2002 2001 ----------- -------- -------- --------
III-A $277,872 $277,872 $277,872 III-B 145,620 145,620 145,620 III-C 257,412 257,412 257,412 III-D 137,904 137,904 137,904 III-E 440,280 440,280 440,280 III-F 233,136 233,136 233,136
None of the officers or directors of the General Partner receive compensation directly from the Partnerships. The Partnerships reimburse the General Partner or its affiliates for that portion of such officers' and directors' salaries and expenses attributable to time devoted by such individuals to the Partnerships' activities based on the allocation method described above. The following tables indicate the approximate amount of general and administrative expense reimbursement attributable to the salaries of the directors, officers, and employees of the General Partner and its affiliates during 2003, 2002, and 2001:
Affiliates of the Partnerships serve as operator of some of the Partnerships' wells. The General Partner contracts with such affiliates for services as operator of the wells. As operator, such affiliates are compensated at rates provided in the operating agreements in effect and charged to all parties to such agreement. Such compensation may occur both prior and subsequent to the commencement of commercial marketing of production of oil or gas. The dollar amount of such compensation paid by the Partnerships to the affiliates is impossible to quantify as of the date of this Annual Report.
Samson maintains necessary inventories of new and used field equipment. Samson may have provided some of this equipment for wells in which the Partnerships have an interest. This equipment was provided at prices or rates equal to or less than those normally charged in the same or comparable geographic area by unaffiliated persons or companies dealing at arm's length. The operators of these wells billed the Partnerships for a portion of such costs based upon the Partnerships' interest in the well.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of the Units as of March 3, 2004 by (i) each beneficial owner of more than five percent of the issued and outstanding Units, (ii) the directors and officers of the General Partner, and (iii) the General Partner and its affiliates. The address of each of such persons is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.
Number of Units Beneficially Owned (Percent Beneficial Owner of Outstanding) - ------------------------------------ ------------------
III-A Partnership: - ----------------- Samson Resources Company 59,065 (22.4%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 59,065 (22.4%)
III-B Partnership: - ----------------- Samson Resources Company 31,182 (22.5%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 31,182 (22.5%)
III-C Partnership: - ----------------- Samson Resources Company 61,478 (25.1%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 61,478 (25.1%)
III-D Partnership: - ----------------- Samson Resources Company 36,236 (27.7%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 36,236 (27.7%)
III-E Partnership: - ----------------- Samson Resources Company 115,568 (27.6%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 115,568 (27.6%)
III-F Partnership: - ----------------- Samson Resources Company 63,828 (28.8%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 63,828 (28.8%)
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil and gas activities independently of the Partnerships which result in conflicts of interest that cannot be totally eliminated. The allocation of acquisition and drilling opportunities and the nature of the compensation arrangements between the Partnerships and the General Partner also create
potential conflicts of interest. An affiliate of the Partnerships owns some of the Partnerships' Units and therefore has an identity of interest with other Limited Partners with respect to the operations of the Partnerships.
In order to attempt to assure limited liability for Limited Partners as well as an orderly conduct of business, management of the Partnerships is exercised solely by the General Partner. The Partnership Agreements grant the General Partner broad discretionary authority with respect to the Partnerships' participation in drilling prospects and expenditure and control of funds, including borrowings. These provisions are similar to those contained in prospectuses and partnership agreements for other public oil and gas partnerships. Broad discretion as to general management of the Partnerships involves circumstances where the General Partner has conflicts of interest and where it must allocate costs and expenses, or opportunities, among the Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and personnel exclusively to the Partnerships. Furthermore, the Partnerships do not have any employees, but instead rely on the personnel of Samson. The Partnerships thus compete with Samson (including other oil and gas partnerships) for the time and resources of such personnel. Samson devotes such time and personnel to the management of the Partnerships as are indicated by the circumstances and as are consistent with the General Partner's fiduciary duties.
Affiliates of the Partnerships are solely responsible for the negotiation, administration, and enforcement of oil and gas sales agreements covering the Partnerships' leasehold interests. Because affiliates of the Partnerships who provide services to the Partnerships have fiduciary or other duties to other members of Samson, contract amendments and negotiating positions taken by them in their effort to enforce contracts with purchasers may not necessarily represent the positions that the Partnerships would take if they were to administer their own contracts without involvement with other members of Samson. On the other hand, management believes that the Partnerships' negotiating strength and contractual positions have been enhanced by virtue of their affiliation with Samson.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During 2003 and 2002, each Partnership paid the following audit fees:
2003 2002 ------- ------- Year-end audit per engagement letter $19,250 $17,827 1st quarter 10-Q review 750 750 2nd quarter 10-Q review 750 750 3rd quarter 10-Q review 750 750
Audit-Related Fees
During 2003 and 2002 the Partnerships did not pay any audit-related fees of the type required by the SEC to be disclosed in this Annual Report under this heading.
Tax Fees
During 2003 and 2002 the Partnerships did not pay any tax compliance, tax advice, or tax planning fees of the type required by the SEC to be disclosed in this Annual Report under this heading.
All Other Fees
During 2003 and 2002 the Partnerships did not pay any other fees of the type required by the SEC to be disclosed in this Annual Report under this heading.
Audit Approval
The Partnerships do not have audit committee pre-approval policies and procedures as described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X. The Partnerships did not receive any services of the type described in Items 9(e)(2) through 9(e)(4) of Schedule 14A.
Audit and Related Fees Paid by Affiliates
The Partnerships' accountants received compensation from other related partnerships managed by the General Partner and from other entities affiliated with the General Partner. This compensation is for audit services, tax related services, and other accounting-related services. The General Partner does not believe this arrangement creates a conflict of interest or impairs the auditors' independence.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the
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
as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 are filed as part of this report:
Report of Independent Auditors Balance Sheets Statements of Operations Statements of Changes in Partners' Capital (Deficit) Statements of Cash Flows Notes to Financial Statements
(2) Financial Statement Schedules:
None.
(3) Exhibits:
Exh. No. Exhibit - ----- -------
4.1 Agreement of Limited Partnership dated November 17, 1989 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.2 Certificate of Limited Partnership dated January 24, 1990 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.3 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.4 Second Amendment to Agreement of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.8 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.5 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.6 Third Amendment to Agreement of Limited Partnership dated August 31, 1995 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.7 Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.22 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.8 Fifth Amendment to Agreement of Limited Partnership dated November 15, 1999 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.9 Sixth Amendment to Agreement of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.9 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
*4.10 Seventh Amendment to Agreement of Limited Partnership dated November 17, 2003, for the Geodyne Energy Income Limited Partnership III-A.
4.11 Agreement of Limited Partnership dated January 24, 1990 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.12 Certificate of Limited Partnership dated January 24, 1990 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.13 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.14 Second Amendment to Agreement of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.9 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.15 Third Amendment to Agreement of Limited Partnership dated August 31, 1995 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.16 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.16 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.17 Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.23 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.18 Fifth Amendment to Agreement of Limited Partnership dated December 30, 1999 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.19 Sixth Amendment to Agreement of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.18 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
*4.20 Seventh Amendment to Agreement of Limited Partnership dated January 22, 2004, for the Geodyne Energy Income Limited Partnership III-B.
4.21 Agreement of Limited Partnership dated February 26, 1990 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.3 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.22 Certificate of Limited Partnership dated February 26, 1990 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.23 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.7 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.24 Second Amendment to Agreement of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.25 Third Amendment to Agreement of Limited Partnership dated August 31, 1995 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.17 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.26 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.27 Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.28 Fifth Amendment to Agreement of Limited Partnership dated December 30, 1999 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.29 Sixth Amendment to Agreement of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
*4.30 Seventh Amendment to Agreement of Limited Partnership dated January 22, 2004, for the Geodyne Energy Income Limited Partnership III-C.
4.31 Agreement of Limited Partnership dated September 5, 1990 for Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.32 Certificate of Limited Partnership dated September 5, 1990 for Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.29 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.33 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.34 Second Amendment to Agreement of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.18 to Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.35 Third Amendment to Agreement of Limited Partnership dated August 31, 1995 for Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.36 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.37 Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.32 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.38 Fifth Amendment to Agreement of Limited Partnership dated August 23, 2000 for the Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.39 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.39 Sixth Amendment to Agreement of Limited Partnership dated August 20, 2002 for the Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.36 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, filed with the SEC on March 28, 2003, and is hereby incorporated by reference.
4.40 Agreement of Limited Partnership dated December 26, 1990 for Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.41 Certificate of Limited Partnership dated December 26, 2990 for Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.37 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.42 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement of Limited Partnership
dated February 24, 1993 for Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.43 Second Amendment to Agreement of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.44 Third Amendment to Agreement of Limited Partnership dated August 31, 1995 for Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.45 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.41 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.46 Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.47 Fifth Amendment to Agreement of Limited Partnership dated November 15, 2000 for the Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.40 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.48 Sixth Amendment to Agreement of Limited Partnership for Geodyne Energy Income Limited Partnership III-E dated November 6, 2002, filed as Exhibit 4.1 to Registrant's Quarterly Report on Form 10-Q with the SEC on November 14, 2002, and is hereby incorporated by reference.
4.49 Agreement of Limited Partnership dated March 7, 1991 for Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.50 Certificate of Limited Partnership dated March 7, 1991 for Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.45 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.51 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.13 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.52 Second Amendment to Agreement of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.53 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.48 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.54 Third Amendment to Agreement of Limited Partnership dated August 31, 1995 for Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.55 Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.34 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.56 Fifth Amendment to Agreement of Limited Partnership dated February 5, 2001 for the Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.41 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.57 Sixth Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-F dated February 10, 2003, filed as Exhibit 4.53(a) to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2002, filed with the SEC on March 28, 2003, and is hereby incorporated by reference.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership III-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership III-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership III-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership III-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership III-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership III-F.
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-A.
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-A.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-B.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-B.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-C.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-C.
*31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-D.
*31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-D.
*31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-E.
*31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-E.
*31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-F.
*31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-F.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-A.
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-B.
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-C.
*32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-D.
*32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-E.
*32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-F.
All other Exhibits are omitted as inapplicable.
---------- *Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 2003:
The following Partnerships filed Current Reports of Form 8-K as follows:
Geodyne Energy Income Limited Partnership III-A Date of Event: November 19, 2003 Date filed with the SEC: November 19, 2003 Items Included: Item 5 - Other Events Item 7 - Exhibits
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized.
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
March 30, 2004
By: //s//Dennis R. Neill ------------------------------ Dennis R. Neill President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
By: //s//Dennis R. Neill President and March 30, 2004 ------------------- Director (Principal Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting March 30, 2004 ------------------- Officer (Principal Craig D. Loseke Accounting and Financial Officer)
//s//Judy K. Fox Secretary March 30, 2004 ------------------- Judy K. Fox
Item 8: Financial Statements and Supplementary Data
REPORT OF INDEPENDENT AUDITORS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
In our opinion, the accompanying balance sheets and the related statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the financial position of the Geodyne Energy Income Limited Partnership III-A, an Oklahoma limited partnership, at December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the heading "New Accounting Pronouncements," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 24, 2004
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A Balance Sheets December 31, 2003 and 2002
ASSETS ------ 2003 2002 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 804,593 $ 718,665 Accounts receivable: Related party (Note 2) - 888 Oil and gas sales 509,275 617,187 --------- --------- Total current assets $1,313,868 $1,336,740
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 847,993 867,774
DEFERRED CHARGE 195,649 260,836 --------- --------- $2,357,510 $2,465,350 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 76,949 $ 86,580 Gas imbalance payable 22,289 27,471 Asset retirement obligation- current (Note 1) 8,501 - --------- --------- Total current liabilities $ 107,739 $ 114,051
LONG-TERM LIABILITIES: Accrued liability $ 34,046 $ 33,171 Asset retirement obligation (Note 1) 106,492 - --------- --------- Total long-term liabilities $ 140,538 $ 33,171
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 104,097) ($ 87,091) Limited Partners, issued and outstanding, 263,976 Units 2,213,330 2,405,219 --------- --------- Total Partners' capital $2,109,233 $2,318,128 --------- --------- $2,357,510 $2,465,350 ========= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A Statements of Operations For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001 ------------ ------------ ---------- REVENUES: Oil and gas sales $4,039,307 $3,875,098 $5,425,163 Interest income 5,800 7,489 33,344 Gain (loss) on sale of oil and gas properties - ( 22,350) 5,635 --------- --------- --------- $4,045,107 $3,860,237 $5,464,142
COSTS AND EXPENSES: Lease operating $ 527,306 $ 697,520 $ 597,621 Production tax 309,211 217,732 422,469 Depreciation, deple- tion, and amorti- zation of oil and gas properties 186,388 552,708 519,385 General and administrative 315,566 312,358 308,576 --------- --------- --------- $1,338,471 $1,780,318 $1,848,051 --------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $2,706,636 $2,079,919 $3,616,091
Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 673) - - --------- --------- --------- NET INCOME $2,705,963 $2,079,919 $3,616,091 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 286,852 $ 256,987 $ 405,019 ========= ========= ========= LIMITED PARTNERS - NET INCOME $2,419,111 $1,822,932 $3,211,072 ========= ========= ========= NET INCOME per Unit $ 9.16 $ 6.91 $ 12.16 ========= ========= ========= UNITS OUTSTANDING 263,976 263,976 263,976 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A Statements of Partners' Capital (Deficit) For the Years Ended December 31, 2003, 2002, and 2001
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2000 $3,587,215 ($132,196) $3,455,019 Net income 3,211,072 405,019 3,616,091 Cash distributions ( 3,871,000) ( 387,657) ( 4,258,657) --------- ------- ---------
Balance, Dec. 31, 2001 $2,927,287 ($114,834) $2,812,453 Net income 1,822,932 256,987 2,079,919 Cash distributions ( 2,345,000) ( 229,244) ( 2,574,244) --------- ------- ---------
Balance, Dec. 31, 2002 $2,405,219 ($ 87,091) $2,318,128 Net income 2,419,111 286,852 2,705,963 Cash distributions ( 2,611,000) ( 303,858) ( 2,914,858) --------- ------- ---------
Balance, Dec. 31, 2003 $2,213,330 ($104,097) $2,109,233 ========= ======= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A Statements of Cash Flows For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,705,963 $2,079,919 $3,616,091 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations 673 - - Depreciation, deple- tion, and amortiza- tion of oil and gas properties 186,388 552,708 519,385 (Gain) loss on sale of oil and gas properties - 22,350 ( 5,635) (Increase) decrease in accounts receivable- related party 10 ( 10) - (Increase) decrease in accounts receivable - oil and gas sales 107,912 ( 59,289) 255,651 Decrease in deferred charge 65,187 86,737 202 Increase (decrease) in accounts payable ( 9,631) ( 114,987) 159,063 Decrease in gas imbalance payable ( 5,182) ( 4,365) ( 2,634) Increase (decrease) in accrued liability 875 ( 7,792) ( 12,667) --------- --------- ---------
Net cash provided by operating activities $3,052,195 $2,555,271 $4,529,456 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 53,311) ($ 137,214) ($ 314,177) Proceeds from sale of oil and gas properties 1,902 - 7,352 --------- --------- ---------
Net cash used by investing activities ($ 51,409) ($ 137,214) ($ 306,825) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,914,858) ($2,574,244) ($4,258,657) --------- --------- --------- Net cash used by financing activities ($2,914,858) ($2,574,244) ($4,258,657) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 85,928 ($ 156,187) ($ 36,026)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 718,665 874,852 910,878 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 804,593 $ 718,665 $ 874,852 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
REPORT OF INDEPENDENT AUDITORS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
In our opinion, the accompanying balance sheets and the related statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the financial position of the Geodyne Energy Income Limited Partnership III-B, an Oklahoma limited partnership, at December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the heading "New Accounting Pronouncements," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 24, 2004
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B Balance Sheets December 31, 2003 and 2002
ASSETS ------ 2003 2002 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 417,271 $ 397,754 Accounts receivable: Related party (Note 2) - 586 Oil and gas sales 274,296 346,664 --------- --------- Total current assets $ 691,567 $ 745,004
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 450,273 461,645
DEFERRED CHARGE 128,417 184,282 --------- --------- $1,270,257 $1,390,931 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 52,293 $ 57,077 Gas imbalance payable 11,711 12,396 Asset retirement obligation- current (Note 1) 25,060 - --------- --------- Total current liabilities $ 89,064 $ 69,473
LONG-TERM LIABILITIES: Accrued liability $ 13,746 $ 12,518 Asset retirement obligation (Note 1) 58,151 - --------- --------- Total long-term liabilities $ 71,897 $ 12,518
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 68,928) ($ 48,554) Limited Partners, issued and outstanding, 138,336 Units 1,178,224 1,357,494 --------- --------- Total Partners' capital $1,109,296 $1,308,940 --------- --------- $1,270,257 $1,390,931 ========= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B Statements of Operations For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001 ------------ ---------- ---------- REVENUES: Oil and gas sales $2,207,562 $2,276,161 $3,146,463 Interest income 2,971 3,923 17,017 Gain (loss) on sale of oil and gas properties - ( 14,724) 2,391 --------- --------- --------- $2,210,533 $2,265,360 $3,165,871
COSTS AND EXPENSES: Lease operating $ 334,283 $ 477,844 $ 380,273 Production tax 174,948 145,092 250,473 Depreciation, deple- tion, and amorti- zation of oil and gas properties 126,318 336,505 314,346 General and administrative 175,515 173,046 170,681 --------- --------- --------- $ 811,064 $1,132,487 $1,115,773 --------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,399,469 $1,132,873 $2,050,098
Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 586) - - --------- --------- --------- NET INCOME $1,398,883 $1,132,873 $2,050,098 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 227,153 $ 216,453 $ 348,971 ========= ========= ========= LIMITED PARTNERS - NET INCOME $1,171,730 $ 916,420 $1,701,127 ========= ========= =========
NET INCOME per Unit $ 8.47 $ 6.62 $ 12.30 ========= ========= =========
UNITS OUTSTANDING 138,336 138,336 138,336 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B Statements of Partners' Capital (Deficit) For the Years Ended December 31, 2003, 2002, and 2001
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2000 $2,037,947 ($ 38,756) $1,999,191 Net income 1,701,127 348,971 2,050,098 Cash distributions ( 1,998,000) ( 377,491) ( 2,375,491) --------- ------- ---------
Balance, Dec. 31, 2001 $1,741,074 ($ 67,276) $1,673,798 Net income 916,420 216,453 1,132,873 Cash distributions ( 1,300,000) ( 197,731) ( 1,497,731) --------- ------- ---------
Balance, Dec. 31, 2002 $1,357,494 ($ 48,554) $1,308,940 Net income 1,171,730 227,153 1,398,883 Cash distributions ( 1,351,000) ( 247,527) ( 1,598,527) --------- ------- ---------
Balance, Dec. 31, 2003 $1,178,224 ($ 68,928) $1,109,296 ========= ======= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B Statements of Cash Flows For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,398,883 $1,132,873 $2,050,098 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations 586 - - Depreciation, deple- tion, and amortiza- tion of oil and gas properties 126,318 336,505 314,346 (Gain) loss on sale of oil and gas properties - 14,724 ( 2,391) (Increase) decrease in accounts receivable- related party 7 ( 7) - (Increase) decrease in accounts receivable - oil and gas sales 72,368 ( 16,838) 126,715 Decrease in deferred charge 55,865 71,708 3,301 Increase (decrease) in accounts payable ( 4,784) ( 66,188) 98,281 Decrease in gas imbalance payable ( 685) ( 1,929) ( 2,168) Increase (decrease) in accrued liability 1,228 ( 6,840) ( 9,722) --------- --------- ---------
Net cash provided by operating activities $1,649,786 $1,464,008 $2,578,460 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 32,726) ($ 63,540) ($ 207,751) Proceeds from sale of oil and gas properties 984 118 3,105 --------- --------- ---------
Net cash used by investing activities ($ 31,742) ($ 63,422) ($ 204,646) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,598,527) ($1,497,731) ($2,375,491) --------- --------- --------- Net cash used by financing activities ($1,598,527) ($1,497,731) ($2,375,491) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 19,517 ($ 97,145) ($ 1,677)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 397,754 494,899 496,576 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 417,271 $ 397,754 $ 494,899 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
REPORT OF INDEPENDENT AUDITORS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
In our opinion, the accompanying balance sheets and the related statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the financial position of the Geodyne Energy Income Limited Partnership III-C, an Oklahoma limited partnership, at December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the heading "New Accounting Pronouncements," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 24, 2004
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C Balance Sheets December 31, 2003 and 2002
ASSETS ------
2003 2002 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 711,441 $ 480,424 Accounts receivable: Oil and gas sales 446,858 518,374 --------- --------- Total current assets $1,158,299 $ 998,798
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,691,169 1,694,533
DEFERRED CHARGE 53,217 57,867 --------- --------- $2,902,685 $2,751,198 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 77,907 $ 143,943 Gas imbalance payable 38,187 43,923 Asset retirement obligation- current (Note 1) 28,206 - --------- --------- Total current liabilities $ 144,300 $ 187,866
LONG-TERM LIABILITIES: Accrued liability $ 202,758 $ 196,167 Asset retirement obligation(Note 1) 166,247 - --------- --------- Total long-term liabilities $ 369,005 $ 196,167
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 153,480) ($ 150,636) Limited Partners, issued and outstanding, 244,536 Units 2,542,860 2,517,801 --------- --------- Total Partners' capital $2,389,380 $2,367,165 --------- --------- $2,902,685 $2,751,198 ========= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C Statements of Operations For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001 ---------- ---------- ---------- REVENUES: Oil and gas sales $3,601,398 $2,740,888 $4,371,115 Interest income 4,707 4,112 32,045 Gain on sale of oil and gas properties 16,854 17,501 52,372 --------- --------- --------- $3,622,959 $2,762,501 $4,455,532 COSTS AND EXPENSES: Lease operating $ 617,922 $ 664,164 $ 681,586 Production tax 250,353 193,962 298,791 Depreciation, deple- tion, and amorti- zation of oil and gas properties 204,186 277,388 371,019 General and administrative 293,086 290,169 286,725 --------- --------- --------- $1,365,547 $1,425,683 $1,638,121 --------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $2,257,412 $1,336,818 $2,817,411
Cumulative effect of change in accounting for asset retirement obligations (Note 1) 2,317 - - --------- --------- --------- NET INCOME $2,259,729 $1,336,818 $2,817,411 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 243,670 $ 158,236 $ 163,926 ========= ========= ========= LIMITED PARTNERS - NET INCOME $2,016,059 $1,178,582 $2,653,485 ========= ========= =========
NET INCOME per Unit $ 8.24 $ 4.82 $ 10.85 ========= ========= =========
UNITS OUTSTANDING 244,536 244,536 244,536 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C Statements of Partners' Capital (Deficit) For the Years Ended December 31, 2003, 2002, and 2001
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2000 $3,854,734 ($152,824) $3,701,910 Net income 2,653,485 163,926 2,817,411 Cash distributions ( 4,001,000) ( 186,597) ( 4,187,597) --------- ------- ---------
Balance, Dec. 31, 2001 $2,507,219 ($175,495) $2,331,724 Net income 1,178,582 158,236 1,336,818 Cash distributions ( 1,168,000) ( 133,377) ( 1,301,377) --------- ------- ---------
Balance, Dec. 31, 2002 $2,517,801 ($150,636) $2,367,165 Net income 2,016,059 243,670 2,259,729 Cash distributions ( 1,991,000) ( 246,514) ( 2,237,514) --------- ------- ---------
Balance, Dec. 31, 2003 $2,542,860 ($153,480) $2,389,380 ========= ======= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C Statements of Cash Flows For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,259,729 $1,336,818 $2,817,411 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 2,317) - - Depreciation, deple- tion, and amortiza- tion of oil and gas properties 204,186 277,388 371,019 Gain on sale of oil and gas properties ( 16,854) ( 17,501) ( 52,372) (Increase) decrease in accounts receivable - oil and gas sales 71,516 ( 156,240) 529,877 Decrease in deferred charge 4,650 15,605 16,576 Increase (decrease) in accounts payable ( 66,036) 57,544 14,668 Increase (decrease) in gas imbalance payable ( 5,736) 3,199 24,057 Increase in accrued liability 6,591 27,719 9,490 --------- --------- --------- Net cash provided by operating activities $2,455,729 $1,544,532 $3,730,726 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 21,609) ($ 153,761) ($ 128,049) Proceeds from sale of oil and gas properties 34,411 20,018 52,664 --------- --------- --------- Net cash provided (used) by investing activities $ 12,802 ($ 133,743) ($ 75,385) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,237,514) ($1,301,377) ($4,187,597) --------- --------- --------- Net cash used by financing activities ($2,237,514) ($1,301,377) ($4,187,597) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 231,017 $ 109,412 ($ 532,256)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 480,424 371,012 903,268 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 711,441 $ 480,424 $ 371,012 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
REPORT OF INDEPENDENT AUDITORS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
In our opinion, the accompanying balance sheets and the related statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the financial position of the Geodyne Energy Income Limited Partnership III-D, an Oklahoma limited partnership, at December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the heading "New Accounting Pronouncements," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 24, 2004
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D Balance Sheets December 31, 2003 and 2002
ASSETS ------
2003 2002 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 438,562 $ 306,024 Accounts receivable: Oil and gas sales 339,466 386,024 --------- --------- Total current assets $ 778,028 $ 692,048
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 943,562 755,553
DEFERRED CHARGE 9,952 10,949 --------- --------- $1,731,542 $1,458,550 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 83,251 $ 171,347 Gas imbalance payable 5,189 - Asset retirement obligation- current (Note 1) 7,187 - --------- --------- Total current liabilities $ 95,627 $ 171,347
LONG-TERM LIABILITIES: Accrued liability $ 247,304 $ 251,798 Asset retirement obligation (Note 1) 306,844 - --------- --------- Total long-term liabilities $ 554,148 $ 251,798
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 47,561) ($ 50,949) Limited Partners, issued and outstanding, 131,008 Units 1,129,328 1,086,354 --------- --------- Total Partners' capital $1,081,767 $1,035,405 --------- --------- $1,731,542 $1,458,550 ========= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D Statements of Operations For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001 ---------- ---------- ---------- REVENUES: Oil and gas sales $2,513,778 $1,976,714 $2,912,359 Interest income 2,723 1,879 20,356 Gain on sale of oil and gas properties 10,701 15,250 7,258 --------- --------- --------- $2,527,202 $1,993,843 $2,939,973 COSTS AND EXPENSES: Lease operating 612,216 $ 739,840 $ 715,289 Production tax 178,557 141,082 199,382 Depreciation, depletion and amortization of oil and gas properties 122,507 149,360 125,449 General and administrative 167,388 164,911 162,783 --------- --------- --------- $1,080,668 $1,195,193 $1,202,903 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,446,534 $ 798,650 $1,737,070
Cumulative effect of change in accounting for asset retirement obligations (Note 1) 2,875 - - --------- --------- ---------
NET INCOME $1,449,409 $ 798,650 $1,737,070 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 155,435 $ 93,120 $ 107,057 ========= ========= ========= LIMITED PARTNERS - NET INCOME $1,293,974 $ 705,530 $1,630,013 ========= ========= =========
NET INCOME per Unit $ 9.88 $ 5.39 $ 12.44 ========= ========= =========
UNITS OUTSTANDING 131,008 131,008 131,008 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D Statements of Partners' Capital (Deficit) For the Years Ended December 31, 2003, 2002, and 2001
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2000 $1,779,811 ($ 58,871) $1,720,940 Net income 1,630,013 107,057 1,737,070 Cash distributions ( 2,537,000) ( 121,142) ( 2,658,142) --------- ------- ---------
Balance, Dec. 31, 2001 $ 872,824 ($ 72,956) $ 799,868 Net income 705,530 93,120 798,650 Cash distributions ( 492,000) ( 71,113) ( 563,113) --------- ------- ---------
Balance, Dec. 31, 2002 $1,086,354 ($ 50,949) $1,035,405 Net income 1,293,974 155,435 1,449,409 Cash distributions ( 1,251,000) ( 152,047) ( 1,403,047) --------- ------- ---------
Balance, Dec. 31, 2003 $1,129,328 ($ 47,561) $1,081,767 ========= ======= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D Statements of Cash Flows For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001 ------------ ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,449,409 $798,650 $1,737,070 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 2,875) - - Depreciation, deple- tion, and amortiza- tion of oil and gas properties 122,507 149,360 125,449 Gain on sale of oil and gas properties ( 10,701) ( 15,250) ( 7,258) (Increase) decrease in accounts receivable - oil and gas sales 46,558 ( 135,638) 355,840 Decrease in deferred charge 997 665 4,241 Increase (decrease) in accounts payable ( 88,096) 23,479 77,330 Increase (decrease) in gas imbalance payable 5,189 - ( 3,555) Increase (decrease) in accrued liability ( 4,494) 41,604 17,965 --------- ------- --------- Net cash provided by operating activities $1,518,494 $862,870 $2,307,082 --------- ------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 6,141) ($170,676) ($ 58,029) Proceeds from sale of oil and gas properties 23,232 16,935 7,258 --------- ------- --------- Net cash provided (used) by investing activities $ 17,091 ($153,741) ($ 50,771) --------- ------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,403,047) ($563,113) ($2,658,142) --------- ------- --------- Net cash used by financing activities ($1,403,047) ($563,113) ($2,658,142) --------- ------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 132,538 $146,016 ($ 401,831)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 306,024 160,008 561,839 --------- ------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 438,562 $306,024 $ 160,008 ========= ======= =========
The accompanying notes are an integral part of these financial statements.
REPORT OF INDEPENDENT AUDITORS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
In our opinion, the accompanying balance sheets and the related statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the financial position of the Geodyne Energy Income Limited Partnership III-E, an Oklahoma limited partnership, at December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the heading "New Accounting Pronouncements," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 24, 2004
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E Balance Sheets December 31, 2003 and 2002
ASSETS ------
2003 2002 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,513,224 $ 801,420 Accounts receivable: Oil and gas sales 1,087,689 924,827 --------- --------- Total current assets $2,600,913 $1,726,247
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 4,004,314 2,646,994
DEFERRED CHARGE 49,696 69,176 --------- --------- $6,654,923 $4,442,417 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 415,194 $ 746,759 Accrued liability-other (Note 1) - 122,289 Gas imbalance payable 2,736 2,736 Asset retirement obligation- current (Note 1) 12,713 - --------- --------- Total current liabilities $ 430,643 $ 871,784
LONG-TERM LIABILITIES: Accrued liability $ 342,831 $ 328,632 Asset retirement obligation (Note 1) 1,756,150 - --------- --------- Total long-term liabilities $2,098,981 $ 328,632
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 177,234) ($ 250,684) Limited Partners, issued and outstanding, 418,266 Units 4,302,533 3,492,685 --------- --------- Total Partners' capital $4,125,299 $3,242,001 --------- --------- $6,654,923 $4,442,417 ========= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E Statements of Operations For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001 ---------- ---------- ---------- REVENUES: Oil and gas sales $7,321,216 $5,376,000 $8,238,544 Interest income 5,786 2,779 53,027 Gain on sale of oil and gas properties 76,301 - 55,511 --------- --------- --------- $7,403,303 $5,378,779 $8,347,082
COSTS AND EXPENSES: Lease operating $2,697,234 $3,228,739 $2,974,088 Production tax 500,810 345,919 537,153 Depreciation, depletion and amortization of oil and gas properties 412,149 392,936 350,179 General and administrative 487,927 484,967 479,763 --------- --------- --------- $4,098,120 $4,452,561 $4,341,183 --------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $3,305,183 $ 926,618 $4,005,899
Cumulative effect of change in accounting for asset retirement obligations (Note 1) 2,725 - - --------- --------- --------- NET INCOME $3,307,908 $ 926,218 $4,005,899 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 367,060 $ 127,708 $ 261,289 ========= ========= ========= LIMITED PARTNERS - NET INCOME $2,940,848 $ 798,510 $3,744,610 ========= ========= =========
NET INCOME per Unit $ 7.03 $ 1.91 $ 8.95 ========= ========= =========
UNITS OUTSTANDING 418,266 418,266 418,266 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E Statements of Partners' Capital (Deficit) For the Years Ended December 31, 2003, 2002, and 2001
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2000 $5,410,565 ($240,721) $5,169,844 Net income 3,744,610 261,289 4,005,899 Cash distributions ( 6,195,000) ( 307,326) ( 6,502,326) --------- ------- ---------
Balance, Dec. 31, 2001 $2,960,175 ($286,758) $2,673,417 Net income 798,510 127,708 926,218 Cash distributions ( 266,000) ( 91,634) ( 357,634) --------- ------- ---------
Balance, Dec. 31, 2002 $3,492,685 ($250,684) $3,242,001 Net income 2,940,848 367,060 3,307,908 Cash distributions ( 2,131,000) ( 293,610) ( 2,424,610) --------- ------- ---------
Balance, Dec. 31, 2003 $4,302,533 ($177,234) $4,125,299 ========= ======= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E Statements of Cash Flows For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,307,908 $ 926,218 $4,005,899 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 2,725) - - Depreciation, deple- tion, and amortiza- tion of oil and gas properties 412,149 392,936 350,179 Gain on sale of oil and gas properties ( 76,301) - ( 55,511) Settlement of asset retirement obligation ( 1,848) - - (Increase) decrease in accounts receivable - oil and gas sales ( 162,862) ( 237,737) 1,128,483 Decrease in deferred charge 19,480 18,536 41,760 Increase (decrease) in accounts payable ( 331,565) ( 26,248) 365,120 Increase (decrease) in accrued liability - other ( 122,289) 122,289 - Decrease in gas imbalance payable - ( 2,255) ( 43,455) Increase (decrease) in accrued liability 14,199 11,411 ( 195,336) --------- --------- --------- Net cash provided by operating activities $3,056,146 $1,205,150 $5,597,139 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 21,436) ($ 486,120) ($ 338,130) Proceeds from sale of oil and gas properties 101,704 - 55,511 --------- --------- --------- Net cash provided (used) by investing activities $ 80,268 ($ 486,120) ($ 282,619) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,424,610) ($ 357,634) ($6,502,326) --------- --------- --------- Net cash used by financing activities ($2,424,610) ($ 357,634) ($6,502,326) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 711,804 $ 361,396 ($1,187,806)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 801,420 440,024 1,627,830 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,513,224 $ 801,420 $ 440,024 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
REPORT OF INDEPENDENT AUDITORS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
In our opinion, the accompanying balance sheets and the related statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the financial position of the Geodyne Energy Income Limited Partnership III-F, an Oklahoma limited partnership, at December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the heading "New Accounting Pronouncements," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 24, 2004
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F Balance Sheets December 31, 2003 and 2002
ASSETS ------ 2003 2002 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 521,918 $ 284,588 Accounts receivable: Oil and gas sales 352,465 348,300 --------- --------- Total current assets $ 874,383 $ 632,888
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,695,682 1,764,313
DEFERRED CHARGE 22,237 29,946 --------- --------- $2,592,302 $2,427,147 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 96,896 $ 118,741 Accrued liability - other (Note 1) - 102,690 Gas imbalance payable 2,295 2,295 Asset retirement obligation- current (Note 1) 4,002 - --------- --------- Total current liabilities $ 103,193 $ 223,726
LONG-TERM LIABILITIES: Accrued liability $ 131,768 $ 118,005 Asset retirement obligation(Note 1) 138,975 - --------- --------- Total long-term liabilities $ 270,743 $ 118,005
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 156,356) ($ 159,621) Limited Partners, issued and outstanding, 221,484 Units 2,374,722 2,245,037 --------- --------- Total Partners' capital $2,218,366 $2,085,416 --------- --------- $2,592,302 $2,427,147 ========= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F Statements of Operations For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001 ---------- ---------- ---------- REVENUES: Oil and gas sales $2,479,778 $1,636,758 $2,934,300 Interest income 2,295 1,692 28,508 Gain on sale of oil and gas properties - - 338,452 --------- --------- --------- $2,482,073 $1,638,450 $3,301,260
COSTS AND EXPENSES: Lease operating $ 615,422 $ 518,772 $ 721,343 Production tax 139,080 84,586 170,150 Depreciation, deple- tion, and amorti- zation of oil and gas properties 215,975 273,499 262,361 General and administrative 267,876 265,097 261,816 --------- --------- --------- $1,238,353 $1,141,954 $1,415,670 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,243,720 $ 496,496 $1,885,590
Cumulative effect of change in accounting for asset retirement obligations (Note 1) 3,712 - - --------- --------- ---------
NET INCOME $1,247,432 $ 496,496 $1,885,590 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 70,747 $ 35,680 $ 103,349 ========= ========= ========= LIMITED PARTNERS - NET INCOME $1,176,685 $ 460,816 $1,782,241 ========= ========= =========
NET INCOME per Unit $ 5.31 $ 2.08 $ 8.05 ========= ========= =========
UNITS OUTSTANDING 221,484 221,484 221,484 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F Statements of Partners' Capital (Deficit) For the Years Ended December 31, 2003, 2002, and 2001
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2000 $3,593,980 ($135,914) $3,458,066 Net income 1,782,241 103,349 1,885,590 Cash distributions ( 3,017,000) ( 129,090) ( 3,146,090) --------- ------- ---------
Balance, Dec. 31, 2001 $2,359,221 ($161,655) $2,197,566 Net income 460,816 35,680 496,496 Cash distributions ( 575,000) ( 33,646) ( 608,646) --------- ------- ---------
Balance, Dec. 31, 2002 $2,245,037 ($159,621) $2,085,416 Net income 1,176,685 70,747 1,247,432 Cash distributions ( 1,047,000) ( 67,482) ( 1,114,482) --------- ------- ---------
Balance, Dec. 31, 2003 $2,374,722 ($156,356) $2,218,366 ========= ======= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F Statements of Cash Flows For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001 ------------ ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,247,432 $496,496 $1,885,590 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 3,712) - - Depreciation, deple- tion, and amortiza- tion of oil and gas properties 215,975 273,499 262,361 Gain on sale of oil and gas properties - - ( 338,452) Settlement of asset retirement obligation ( 903) - - (Increase) decrease in accounts receivable - oil and gas sales ( 4,165) ( 108,479) 427,792 Decrease in deferred charge 7,709 7,055 15,413 Increase (decrease) in accounts payable ( 21,845) 59,967 559 Increase (decrease) in accrued liability - other ( 102,690) 102,690 - Decrease in gas imbalance payable - - ( 12,956) Increase in accrued liability 13,763 6,834 4,148 --------- ------- --------- Net cash provided by operating activities $1,351,564 $838,062 $2,244,455 --------- ------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 16,762) ($ 89,261) ($ 52,855) Proceeds from sale of oil and gas properties 17,010 - 344,043 --------- ------- --------- Net cash provided (used) by investing activities $ 248 ($ 89,261) $ 291,188 --------- ------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,114,482) ($608,646) ($3,146,090) --------- ------- --------- Net cash used by financing activities ($1,114,482) ($608,646) ($3,146,090) --------- ------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 237,330 $140,155 ($ 610,447)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 284,588 144,433 754,880 --------- ------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 521,918 $284,588 $ 144,433 ========= ======= =========
The accompanying notes are an integral part of these financial statements.
GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS Notes to Financial Statements For the Years Ended December 31, 2003, 2002, and 2001
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partnerships") were formed pursuant to a public offering of depositary units ("Units"). Upon formation, investors became limited partners (the "Limited Partners") and held Units issued by each Partnership. Geodyne Resources, Inc. (the "General Partner") is the general partner of each Partnership. Limited Partner capital contributions were invested in producing oil and gas properties. The Partnerships were activated on the following dates with the following Limited Partner capital contributions.
Limited Partner Date of Capital Partnership Activation Contributions ----------- ------------------ ---------------
III-A November 22, 1989 $26,397,600 III-B January 24, 1990 13,833,600 III-C February 27, 1990 24,453,600 III-D September 5, 1990 13,100,800 III-E December 26, 1990 41,826,600 III-F March 7, 1991 22,148,400
Pursuant to the terms of the partnership agreements for the Partnerships (the "Partnership Agreements") the Partnerships were scheduled to terminate on the dates indicated in the "Initial Termination Date" column of the following chart. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. As of the date of this Annual Report on Form 10-K ("Annual Report"), the General Partner has extended the term of the III-A, III-B, and III-C Partnerships for the third extension period and the III-D, III-E, and III-F Partnerships for the second extension period. Therefore, the Partnerships are currently scheduled to terminate on the dates indicated in the "Current Termination Date" column of the following chart.
Initial Extensions Current Partnership Termination Date Exercised Termination Date - ----------- ------------------ --------- ------------------ III-A November 22, 1999 3 November 22, 2005 III-B January 24, 2000 3 December 31, 2005 III-C February 28, 2000 3 December 31, 2005 III-D September 5, 2000 2 September 5, 2004 III-E December 26, 2000 2 December 26, 2004 III-F March 7, 2001 2 March 7, 2005
The General Partner has not determined whether it will further extend the term of any Partnership. Accordingly, the financial statements have not been presented on a liquidation basis because it is not probable that the Partnerships will be terminated within the next year.
An affiliate of the General Partner owned the following Units at December 31, 2003:
Number of Percent of Partnership Units Owned Outstanding ----------- ----------- -----------
III-A 59,015 22.4% III-B 31,132 22.5% III-C 61,228 25.0% III-D 35,986 27.5% III-E 114,808 27.5% III-F 63,428 28.6%
The Partnerships' sole business is the development and production of oil and gas. Substantially all of the Partnerships' gas reserves are being sold regionally on the "spot market." Due to the highly competitive nature of the spot market, prices on the spot market are subject to wide seasonal and regional pricing fluctuations. In addition, such spot market sales are generally short term in nature and are dependent upon obtaining transportation services provided by pipelines. The Partnerships' oil is sold at or near the Partnerships' wells under short-term purchase contracts at prevailing arrangements which are customary in the oil industry. The prices received for the Partnerships' oil and gas are subject to influences such as global consumption and supply trends.
Allocation of Costs and Revenues
The terms of each Partnership's Limited Partnership Agreement (the "Partnership Agreement") allocate costs and income between the Limited Partners and the General Partner as follows:
Before Payout (1) After Payout(1) -------------------- -------------------- General Limited General Limited Partner Partners Partner Partners -------- -------- -------- -------- Costs(2) - ------------------------ Sales commissions, payment for organization and offering costs and management fee 1% 99% - - Property acquisition costs 1% 99% 1% 99% Identified development drilling 1% 99% 1% 99% Development drilling(2) 5% 95% 15% 85% General and administra- tive costs, direct administrative costs and operating costs(2) 5% 95% 15% 85%
Income(2) - ------------------------ Temporary investments of Limited Partners' subscriptions 1% 99% 1% 99% Income from oil and gas production(2) 5% 95% 15% 85% Gain on sale of producing properties(2) 5% 95% 15% 85% All other income(2) 5% 95% 15% 85%
- ---------- (1) Payout occurs when total distributions to Limited Partners equal total original Limited Partner subscriptions. (2) If at payout the Limited Partners have received distributions at an annual rate less than 12% of their subscriptions, the percentage of income and costs allocated to the General Partner will increase to only 10% and the Limited Partners will be allocated 90%. Thereafter, if the distribution to Limited Partners reaches an average annual rate of 12% the allocation will change to 15% to the General Partner and 85% to the Limited Partners.
The Partnerships' payout dates and current general partner/limited partner sharing ratio of costs and income are shown on the following chart:
Current Payout Costs and Income Partnership Occurred Sharing ----------- ------------- ---------------- III-A 2nd Qtr. 2000 10%/90% III-B 1st Qtr. 1998 15%/85% III-C 4th Qtr. 2001 10%/90% III-D 3rd Qtr. 2001 10%/90% III-E 3rd Qtr. 2001 10%/90% III-F Not Paid Out 5%/95%
Basis of Presentation
These financial statements reflect the combined accounts of each Partnership after the elimination of all inter-partnership transactions and balances.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are not insured, which cause the Partnerships to be subject to risk.
Credit Risks
Accrued oil and gas sales which are due from a variety of oil and gas purchasers subject the Partnerships to a concentration of credit risk. Some of these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion of the General Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner.
Depletion of the costs of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the units-of-production method. The Partnerships' calculation of depreciation, depletion, and amortization includes estimated dismantlement and abandonment costs, net of estimated salvage values. The depreciation, depletion, and amortization rates, which include accretion of the asset retirement obligation, per equivalent barrel of oil produced during the years ended December 31, 2003, 2002, and 2001 were as follows:
Partnership 2003 2002 2001 ----------- ----- ----- -----
III-A $1.42 $2.69 $2.42 III-B 1.76 2.80 2.50 III-C 1.63 1.84 2.17 III-D 1.35 1.37 1.04 III-E 1.52 1.31 .95 III-F 2.41 2.55 2.01
When complete units of depreciable property are retired or sold, the asset cost, related accumulated depreciation, and remaining asset retirement obligation, are eliminated with any gain or loss reflected in income. When less than complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties.
The Partnerships evaluate the recoverability of the carrying costs of their proved oil and gas properties at the field level. If the unamortized costs of oil and gas properties within a field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. No impairment provisions were recorded by the Partnerships during the three years ended December 31, 2003. The risk that the Partnerships will be required to record impairment provisions in the future increases as oil and gas prices decrease.
Deferred Charge
Deferred Charge represents costs deferred for lease operating expenses incurred in connection with the Partnerships' underproduced gas imbalance positions. The rate used in calculating the deferred charge is the average of the annual production costs per Mcf. At December 31, 2003 and 2002, cumulative total gas sales volumes for underproduced wells were less than the Partnerships' pro-rata share of total gas production from these wells by the following amounts:
2003 2002 -------------------- -------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
III-A 225,065 $195,649 300,053 $260,836 III-B 116,099 128,417 166,605 184,282 III-C 90,520 53,217 98,430 57,867 III-D 9,753 9,952 10,730 10,949 III-E 25,212 49,696 35,095 69,176 III-F 20,128 22,237 27,105 29,946
Accrued Liability - Other
The accrued liability - other at December 31, 2002 for the III-E and III-F Partnerships represents a charge accrued for the payment of refund amounts to royalty and overriding royalty interest owners in relation to the R. W. Scott Investments, LLC v. Samson Resources Company lawsuit.
Accrued Liability
Accrued liability represents charges accrued for lease operating expenses incurred in connection with the Partnerships' overproduced gas imbalance positions. The rate used in calculating the accrued liability is the average of the annual production costs per Mcf. At December 31, 2003 and 2002, cumulative total gas sales volumes for overproduced wells exceeded the Partnerships' pro-rata share of total gas production from these wells by the following amounts:
2003 2002 -------------------- ------------------ Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
III-A 39,165 $ 34,046 38,158 $ 33,171 III-B 12,428 13,746 11,318 12,518 III-C 318,616 202,758 319,227 196,167 III-D 223,033 247,304 231,192 251,798 III-E 173,929 342,831 166,725 328,632 III-F 114,044 131,768 107,831 118,005
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil and gas industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue
when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas exceed its pro rata ownership in a well, such sales are recorded as revenue unless total sales from the well have exceeded the Partnership's share of estimated total gas reserves underlying the property, at which time such excess is recorded as a liability. The rates per Mcf used to calculate this liability are based on the average gas prices received for the volumes at the time the overproduction occurred. This also approximates the price for which the Partnerships are currently settling this liability. At December 31, 2003 and 2002 total sales exceeded the Partnerships' share of estimated total gas reserves as follows:
2003 2002 ------------------- ------------------- Partnership Mcf Amount Mcf Amount ----------- ------ ------- ------ -------
III-A 14,859 $22,289 18,314 $27,471 III-B 7,807 11,711 8,264 12,396 III-C 25,458 38,187 29,282 43,923 III-D 3,459 5,189 - - III-E 1,824 2,736 1,824 2,736 III-F 1,530 2,295 1,530 2,295
These amounts were recorded as gas imbalance payables in accordance with the sales method. These gas imbalance payables will be settled by either gas production by the underproduced party in excess of the current estimates of total gas reserves for the well or by a negotiated or contractual payment to the underproduced party.
The Partnerships have not entered into any hedging or derivative contracts in connection with their production and sale of oil and gas.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual general and administrative costs incurred and attributable to the conduct of the business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Further, the deferred charge, the gas imbalance payable, the asset retirement obligations, and the accrued liability all involve estimates which could materially differ from the actual amounts ultimately realized or incurred in the near term. Oil and gas reserves (see Note 4) also involve significant estimates which could materially differ from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the income tax returns of the partners. Accordingly, no recognition has been given to income taxes in these financial statements.
New Accounting Pronouncements
Below is a brief description of Financial Accounting Standards ("FAS") recently issued by the Financial Accounting Standards Board ("FASB") which may have an impact on the Partnerships' future results of operations and financial position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Partnerships). On January 1, 2003, the Partnerships adopted FAS No. 143 and recorded an increase in capitalized cost of oil and gas properties, an increase (decrease) in net income for the cumulative effect of the change in accounting principle, and an asset retirement obligation in the following approximate amounts for each Partnership:
Increase Increase in (decrease) in Capitalized Net Income For Cost of Oil the Change in Asset and Gas Accounting Retirement Partnership Properties Principle Obligation - ----------- ------------ -------------- ----------
III-A $109,000 ($1,000) $110,000 III-B 76,000 ( 1,000) 77,000 III-C 192,000 2,000 190,000 III-D 109,000 3,000 106,000 III-E 264,000 3,000 261,000 III-F 144,000 4,000 140,000
These amounts differ significantly from the estimates disclosed in the Annual Report on Form 10-K for the year ended December 31, 2002 due to a revision of the methodology used in calculating the change in capitalized cost of oil and gas properties.
The asset retirement obligation is adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the year ended December 31, 2003, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships recognized approximately $5,000, $6,000, $9,000, $14,000, $83,000, and $10,000, respectively, of an increase in depreciation, depletion, and amortization expense, which was comprised of accretion of the asset retirement obligation and depletion of the increase in capitalized cost of oil and gas properties.
The components of the change in asset retirement obligations for the year ended December 31, 2003 are as shown below.
III-A Partnership ----------------- -------- Total Asset Retirement Obligation, January 1, 2003 $109,762 Additions and Revisions 627 Accretion Expense 4,604 ------- Total Asset Retirement Obligation, December 31, 2003 $114,993 ======= Asset Retirement Obligation - Current $ 8,501 Asset Retirement Obligation - Long-Term 106,492
III-B Partnership ----------------- ---------- Total Asset Retirement Obligation, January 1, 2003 $ 76,536 Additions and Revisions 198 Accretion Expense 6,477 ------- Total Asset Retirement Obligation, December 31, 2003 $ 83,211 ======= Asset Retirement Obligation - Current $ 25,060 Asset Retirement Obligation - Long-Term 58,151
III-C Partnership ----------------- ---------- Total Asset Retirement Obligation, January 1, 2003 $189,767 Additions and Revisions 230 Settlements and Disposals ( 3,216) Accretion Expense 7,672 ------- Total Asset Retirement Obligation, December 31, 2003 $194,453 ======= Asset Retirement Obligation - Current $ 28,206 Asset Retirement Obligation - Long-Term 166,247
III-D Partnership ----------------- ---------- Total Asset Retirement Obligation, January 1, 2003 $106,449 Additions and Revisions 203,597 Settlements and Disposals ( 273) Accretion Expense 4,258 ------- Total Asset Retirement Obligation, December 31, 2003 $314,031 ======= Asset Retirement Obligation - Current $ 7,187 Asset Retirement Obligation - Long-Term 306,844
III-E Partnership ----------------- ------------ Total Asset Retirement Obligation, January 1, 2003 $ 260,513 Additions and Revisions 1,508,408 Settlements and Disposals ( 4,687) Accretion Expense 4,629 --------- Total Asset Retirement Obligation, December 31, 2003 $1,768,863 ========= Asset Retirement Obligation - Current $ 12,713 Asset Retirement Obligation - Long-Term 1,756,150
III-F Partnership ----------------- ---------- Total Asset Retirement Obligation, January 1, 2003 $139,563 Settlements and Disposals ( 2,303) Accretion Expense 5,717 ------- Total Asset Retirement Obligation, December 31, 2003 $142,977 ======= Asset Retirement Obligation - Current $ 4,002 Asset Retirement Obligation - Long-Term 138,975
Had FAS No. 143 been adopted at January 1, 2001 the amount of the asset retirement obligation at that date and at December 31, 2001 and 2002 would not have been materially different from the amount recorded at January 1, 2003. If this accounting policy had been in effect on January 1, 2002 and 2001, the proforma impact for the Partnerships during the year ended December 31, 2002 and 2001 would have been an increase in depreciation, depletion, and amortization expense of approximately the following amounts:
2002 2001 ------- -------
III-A $ 5,000 $ 8,000 III-B 4,000 5,000 III-C 9,000 11,000 III-D 6,000 6,000 III-E 17,000 19,000 III-F 9,000 9,000
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and administrative overhead applicable to the Partnerships, based on an allocation of actual costs incurred by the General Partner. When actual costs incurred benefit other Partnerships and affiliates, the allocation of costs is based on the relationship of the Partnerships' reserves to the total reserves owned by all Partnerships and affiliates. The General Partner believes this allocation method is reasonable. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships have not fluctuated due to the expense limitations imposed by the Partnership Agreement. The following is a summary of payments made to the General Partner or its affiliates by the Partnerships for general and administrative overhead costs for the years ended December 31, 2003, 2002, and 2001:
Partnership 2003 2002 2001 ----------- -------- -------- --------
III-A $277,872 $277,872 $277,872 III-B 145,620 145,620 145,620 III-C 257,412 257,412 257,412 III-D 137,904 137,904 137,904 III-E 440,280 440,280 440,280 III-F 233,136 233,136 233,136
Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with these activities, together with any compressor rentals, consulting, or other services provided. Such charges are comparable to third party charges in the area where the wells are located and are the same as charged to other working interest owners in the wells.
The accounts receivable - related party at December 31, 2002 for the III-A and III-B Partnerships represents accrued proceeds and interest due from the General Partner for the sale of certain oil and gas properties during 2002. Such amounts were collected subsequent to December 31, 2002.
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually accounted for ten percent or more of each Partnership's combined oil and gas sales during 2003, 2002, and 2001:
Partnership Purchaser Percentage ----------- ------------------------ -------------------------- 2003 2002 2001 ----- ----- -----
III-A Eaglwing Trading, Inc. ("Eaglwing") 27.0% 24.0% - Valero Industrial Gas L.P. ("Valero") 23.9% 21.0% 25.2% Conoco, Inc. - 16.2% 11.4% El Paso Energy Marketing Company ("El Paso") - 10.5% 18.3% Phibro Energy, Inc. ("Phibro") - - 27.9%
III-B Eaglwing 32.0% 26.4% - Valero 20.3% 16.6% 20.3% Conoco, Inc. - 18.1% 13.0% Phibro - - 32.0% El Paso - - 14.4%
III-C Cinergy Marketing Company ("Cinergy") 23.2% - - Duke Energy Field Services, Inc. ("Duke") 19.6% - - Oneok Field Servings Co. ("ONEOK") 17.7% 14.8% - El Paso - 44.8% 63.5%
III-D Cinergy 28.1% - - Eaglwing 23.9% 22.0% 15.2% ONEOK 15.2% 12.7% - Duke 14.5% - - El Paso - 43.1% 66.7%
III-E Eaglwing 36.1% 43.7% 36.3% Duke 13.7% 12.1% - El Paso - 14.1% 21.7%
III-F Mountain Gas Resources, Inc. 19.7% - - Duke 17.3% 13.9% - Eaglwing 15.4% 19.9% 11.1% El Paso - 35.3% 45.8%
In the event of interruption of purchases by one or more of these significant customers or the cessation or material change in availability of open access transportation by the Partnerships' pipeline transporters, the Partnerships may encounter difficulty in marketing their gas and in maintaining historic sales levels. Alternative purchasers or transporters may not be readily available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas activities of the Partnerships is presented pursuant to the disclosure requirements promulgated by the SEC.
Capitalized Costs
Capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance at December 31, 2003 and 2002 were as follows:
III-A Partnership -----------------
2003 2002 ------------- -------------
Proved properties $16,012,281 $15,883,585
Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 15,164,288) ( 15,015,811) ---------- ---------- Net oil and gas properties $ 847,993 $ 867,774 ========== ==========
III-B Partnership -----------------
2003 2002 ------------- ------------- Proved properties $ 9,598,596 $ 9,513,764
Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 9,148,323) ( 9,052,119) ---------- ---------- Net oil and gas properties $ 450,273 $ 461,645 ========== ==========
III-C Partnership -----------------
2003 2002 ------------- ------------- Proved properties $17,971,295 $18,236,659
Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 16,280,126) ( 16,542,126) ---------- ----------
Net oil and gas properties $ 1,691,169 $ 1,694,533 ========== ==========
III-D Partnership -----------------
2003 2002 ------------- ------------- Proved properties $11,173,482 $10,939,239
Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 10,229,920) ( 10,183,686) ---------- ----------
Net oil and gas properties $ 943,562 $ 755,553 ========== ==========
III-E Partnership -----------------
2003 2002 ------------- ------------- Proved properties $33,870,262 $32,607,666
Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 29,865,948) ( 29,960,672) ---------- ----------
Net oil and gas properties $ 4,004,314 $ 2,646,994 ========== ==========
III-F Partnership -----------------
2003 2002 ------------- ------------- Proved properties $13,680,802 $14,034,441
Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 11,985,120) ( 12,270,128) ---------- ----------
Net oil and gas properties $ 1,695,682 $ 1,764,313 ========== ==========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas acquisition or exploration activities during the years ended December 31, 2003, 2002, and 2001. Costs incurred by the Partnerships in connection with oil and gas property development activities for the years ended December 31, 2003, 2002, and 2001 were as follows:
Partnership 2003(1) 2002 2001 ----------- ---------- -------- --------
III-A $ 53,311 $137,214 $314,177 III-B 32,726 63,540 207,751 III-C 21,609 153,761 128,049 III-D 209,710 170,676 58,029 III-E 1,529,844 486,120 338,130 III-F 16,762 89,261 52,855
---------------- (1) Excludes the estimated asset retirement costs for the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships of approximately $75,000, $51,000, $121,000, $74,000, $200,000, and $95,000, respectively, recorded as part of the FAS No. 143 implementation.
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of the Partnerships' proved reserves, all of which are located in the United States of America, for the periods indicated. The proved reserves at December 31, 2003, 2002, and 2001 were estimated by petroleum engineers employed by affiliates of the Partnerships. Certain reserve information was reviewed by Ryder
Scott Company, L.P., an independent petroleum engineering firm. The following information includes certain gas balancing adjustments which cause the gas volumes to differ from the reserve reports prepared by the General Partner and reviewed by Ryder Scott.
III-A Partnership -----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2000 134,841 4,627,887 Production ( 82,520) ( 791,697) Sale of minerals in place ( 137) ( 7,596) Extensions and discoveries 107,611 362,597 Revision of previous estimates 31,991 ( 169,430) ------- ---------
Proved reserves, Dec. 31, 2001 191,786 4,021,761 Production ( 54,340) ( 908,912) Sale of minerals in place - ( 63,629) Extensions and discoveries 3,943 93,874 Revision of previous estimates ( 80,893) 723,606 ------- ---------
Proved reserves, Dec. 31, 2002 60,496 3,866,700 Production ( 45,080) ( 516,905) Extensions and discoveries 40 7,988 Revision of previous estimates 123,755 681,695 ------- ---------
Proved reserves, Dec. 31, 2003 139,211 4,039,478 ======= =========
PROVED DEVELOPED RESERVES: December 31, 2001 186,601 3,970,473 ======= ========= December 31, 2002 55,311 3,815,412 ======= ========= December 31, 2003 134,026 3,989,058 ======= =========
III-B Partnership -----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2000 128,777 2,081,540 Production ( 58,965) ( 400,249) Sale of minerals in place ( 58) ( 3,203) Extensions and discoveries 70,945 239,174 Revision of previous estimates ( 5,797) ( 65,431) ------- ---------
Proved reserves, Dec. 31, 2001 134,902 1,851,831 Production ( 39,042) ( 486,057) Sale of minerals in place - ( 41,974) Extensions and discoveries 974 27,991 Revision of previous estimates ( 50,150) 324,236 ------- ---------
Proved reserves, Dec. 31, 2002 46,684 1,676,027 Production ( 31,275) ( 243,753) Extensions and discoveries 18 3,366 Revision of previous estimates 72,212 242,200 ------- ---------
Proved reserves, Dec. 31, 2003 87,639 1,677,840 ======= =========
PROVED DEVELOPED RESERVES: December 31, 2001 131,480 1,817,998 ======= ========= December 31, 2002 43,262 1,642,194 ======= ========= December 31, 2003 84,217 1,644,581 ======= =========
III-C Partnership -----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2000 127,243 5,412,690 Production ( 14,973) ( 935,377) Sale of minerals in place ( 303) ( 5,635) Extensions and discoveries 1,758 57,794 Revision of previous estimates ( 28,572) 602,560 ------- ---------
Proved reserves, Dec. 31, 2001 85,153 5,132,032 Production ( 14,716) ( 817,975) Sale of minerals in place ( 107) ( 13,589) Extensions and discoveries 26,626 165,353 Revision of previous estimates 13,960 462,792 ------- ---------
Proved reserves, Dec. 31, 2002 110,916 4,928,613 Production ( 13,872) ( 668,059) Sale of minerals in place ( 19) ( 1,572) Extensions and discoveries 5 1,400 Revision of previous estimates 2,689 1,088,723 ------- ---------
Proved reserves, Dec. 31, 2003 99,719 5,349,105 ======= =========
PROVED DEVELOPED RESERVES: December 31, 2001 85,153 5,132,032 ======= ========= December 31, 2002 110,916 4,928,613 ======= ========= December 31, 2003 99,719 5,349,105 ======= =========
III-D Partnership -----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2000 359,321 2,955,669 Production ( 27,570) ( 561,664) Sale of minerals in place ( 27) ( 572) Extensions and discoveries - 164,924 Revision of previous estimates (134,351) 390,180 ------- ---------
Proved reserves, Dec. 31, 2001 197,373 2,948,537 Production ( 25,279) ( 501,256) Sale of minerals in place ( 90) ( 11,178) Extensions and discoveries 64,310 111,613 Revision of previous estimates ( 122) 119,822 ------- ---------
Proved reserves, Dec. 31, 2002 236,192 2,667,538 Production ( 26,438) ( 387,346) Sale of minerals in place ( 54) ( 4,885) Revision of previous estimates ( 52,656) 377,307 ------- ---------
Proved reserves, Dec. 31, 2003 157,044 2,652,614 ======= =========
PROVED DEVELOPED RESERVES: December 31, 2001 197,373 2,948,537 ======= ========= December 31, 2002 236,192 2,667,538 ======= ========= December 31, 2003 157,044 2,652,614 ======= =========
III-E Partnership -----------------
Crude Natural Oil Gas (Barrels) (Mcf) ----------- ------------
Proved reserves, Dec. 31, 2000 2,216,123 8,951,531 Production ( 162,557) (1,226,795) Sale of minerals in place ( 1,513) - Extensions and discoveries 121 1,154,075 Revision of previous estimates ( 927,113) ( 44,375) --------- ---------
Proved reserves, Dec. 31, 2001 1,125,061 8,834,436 Production ( 133,901) (1,000,715) Extensions and discoveries 301,037 138,157 Revision of previous estimates ( 32,339) ( 717,619) --------- ---------
Proved reserves, Dec. 31, 2002 1,259,858 7,254,259 Production ( 129,314) ( 854,720) Sale of minerals in place ( 395) ( 34,850) Extensions and discoveries 38 2,639 Revision of previous estimates ( 455,263) 198,619 --------- ---------
Proved reserves, Dec. 31, 2003 674,924 6,565,947 ========= =========
PROVED DEVELOPED RESERVES: December 31, 2001 1,125,061 8,834,436 ========= ========= December 31, 2002 1,259,858 7,254,259 ========= ========= December 31, 2003 674,924 6,565,947 ========= =========
III-F Partnership -----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2000 352,584 5,532,849 Production ( 27,090) ( 621,792) Sale of minerals in place ( 90,178) - Revision of previous estimates ( 20,901) ( 295,205) ------- ---------
Proved reserves, Dec. 31, 2001 214,415 4,615,852 Production ( 23,209) ( 503,895) Extensions and discoveries 649 102,747 Revision of previous estimates 33,017 449,598 ------- ---------
Proved reserves, Dec. 31, 2002 224,872 4,664,302 Production ( 20,685) ( 412,842) Extensions and discoveries 32 2,261 Revision of previous estimates 156,069 228,662 ------- ---------
Proved reserves, Dec. 31, 2003 360,288 4,482,383 ======= =========
PROVED DEVELOPED RESERVES: December 31, 2001 214,415 4,615,852 ======= ========= December 31, 2002 224,872 4,664,302 ======= ========= December 31, 2003 360,288 4,482,383 ======= =========
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2003 and 2002 are as follows:
III-A Partnership -----------------
--------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ---------
Total Revenues $1,243,101 $1,051,904 $ 945,570 $804,532 Gross Profit (1) 1,051,081 860,462 728,524 568,523 Net Income 910,872 748,079 613,717 433,295 Limited Partners' Net Income Per Unit 3.09 2.54 2.08 1.45
--------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ---------
Total Revenues $ 961,717 $1,029,957 $1,053,534 $815,029 Gross Profit (1) 697,993 800,860 822,812 623,320 Net Income 508,436 656,687 504,747 410,049 Limited Partners' Net Income Per Unit 1.70 2.22 1.64 1.35
- ------------------ (1) Total revenues less oil and gas production expenses.
III-B Partnership -----------------
------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- ------- -------- --------
Total Revenues $701,334 $572,233 $511,485 $425,481 Gross Profit (1) 581,555 478,698 388,569 252,480 Net Income 498,480 408,943 324,694 166,766 Limited Partners' Net Income Per Unit 3.03 2.49 1.97 .98
-------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- -------- -------- --------
Total Revenues $599,873 $609,771 $605,096 $450,620 Gross Profit (1) 417,495 443,082 455,035 326,812 Net Income 302,642 360,742 266,818 202,671 Limited Partners' Net Income Per Unit 1.80 2.17 1.50 1.15
- -------------------- (1) Total revenues less oil and gas production expenses.
III-C Partnership -----------------
-------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- -------- -------- --------
Total Revenues $1,156,682 $964,974 $757,740 $743,563 Gross Profit (1) 917,916 740,580 598,071 498,117 Net Income 798,685 609,714 477,634 373,696 Limited Partners' Net Income Per Unit 2.92 2.23 1.74 1.35
-------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- -------- -------- --------
Total Revenues $ 571,778 $733,300 $665,997 $791,426 Gross Profit (1) 351,707 584,708 496,183 471,777 Net Income 199,840 446,770 374,331 315,877 Limited Partners' Net Income Per Unit .71 1.62 1.36 1.13
- -------------------- (1) Total revenues less oil and gas production expenses.
III-D Partnership -----------------
-------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- -------- -------- --------
Total Revenues $858,353 $669,742 $442,252 $556,855 Gross Profit (1) 651,047 464,235 282,124 339,023 Net Income 588,424 385,754 214,210 261,021 Limited Partners' Net Income Per Unit 4.03 2.63 1.45 1.77
-------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- -------- -------- --------
Total Revenues $409,460 $541,489 $448,489 $594,405 Gross Profit (1) 187,592 374,633 270,279 280,417 Net Income 108,716 306,234 195,340 188,360 Limited Partners' Net Income Per Unit .73 2.08 1.32 1.26
- ---------------------- (1) Total revenues less oil and gas production expenses.
III-E Partnership -----------------
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ----------
Total Revenues $2,087,512 $1,771,954 $1,695,973 $1,847,864 Gross Profit (1) 1,235,597 1,019,363 875,319 1,074,980 Net Income 1,000,637 825,768 650,753 830,750 Limited Partners' Net Income Per Unit 2.13 1.76 1.38 1.76
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ----------
Total Revenues $1,380,273 $1,519,458 $1,186,347 $1,292,701 Gross Profit (1) 516,725 686,662 337,384 263,350 Net Income 301,031 504,768 104,232 16,187 Limited Partners' Net Income Per Unit .63 1.07 .20 .01
- ---------------------------- (1) Total revenues less oil and gas production expenses.
III-F Partnership -----------------
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- -------- -------- --------
Total Revenues $745,823 $640,388 $533,224 $562,638 Gross Profit (1) 546,974 453,186 351,566 375,845 Net Income 370,704 352,442 244,964 279,322 Limited Partners' Net Income Per Unit 1.57 1.51 1.04 1.19
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- -------- -------- --------
Total Revenues $416,737 $446,767 $371,792 $403,154 Gross Profit (1) 295,349 272,312 224,967 242,464 Net Income 163,326 159,263 88,313 85,594 Limited Partners' Net Income Per Unit .69 .68 .36 .35
- ----------------------- (1) Total revenues less oil and gas production expenses.
INDEX TO EXHIBITS -----------------
Exh. No. Exhibit - ----- -------
4.1 Agreement of Limited Partnership dated November 17, 1989 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.2 Certificate of Limited Partnership dated January 24, 1990 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.3 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.4 Second Amendment to Agreement of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.8 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.5 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.6 Third Amendment to Agreement of Limited Partnership dated August 31, 1995 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.7 Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.22 to Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.8 Fifth Amendment to Agreement of Limited Partnership dated November 15, 1999 for Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.9 Sixth Amendment to Agreement of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.9 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
*4.10 Seventh Amendment to Agreement of Limited Partnership dated November 17, 2003, for the Geodyne Energy Income Limited Partnership III-A.
4.11 Agreement of Limited Partnership dated January 24, 1990 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.12 Certificate of Limited Partnership dated January 24, 1990 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.13 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.14 Second Amendment to Agreement of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.9 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.15 Third Amendment to Agreement of Limited Partnership dated August 31, 1995 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.16 to Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.16 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.17 Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.23 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.18 Fifth Amendment to Agreement of Limited Partnership dated December 30, 1999 for Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.19 Sixth Amendment to Agreement of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.18 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
*4.20 Seventh Amendment to Agreement of Limited Partnership dated January 22, 2004, for the Geodyne Energy Income Limited Partnership III-B.
4.21 Agreement of Limited Partnership dated February 26, 1990 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.3 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.22 Certificate of Limited Partnership dated February 26, 1990 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.23 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.7 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.24 Second Amendment to Agreement of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.25 Third Amendment to Agreement of Limited Partnership dated August 31, 1995 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.17 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.26 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.27 Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.28 Fifth Amendment to Agreement of Limited Partnership dated December 30, 1999 for Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 2000, and is hereby incorporated by reference.
4.29 Sixth Amendment to Agreement of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
*4.30 Seventh Amendment to Agreement of Limited Partnership dated January 22, 2004, for the Geodyne Energy Income Limited Partnership III-C.
4.31 Agreement of Limited Partnership dated September 5, 1990 for Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed
with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.32 Certificate of Limited Partnership dated September 5, 1990 for Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.29 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.33 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.34 Second Amendment to Agreement of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.18 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.35 Third Amendment to Agreement of Limited Partnership dated August 31, 1995 for Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.36 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.37 Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.32 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.38 Fifth Amendment to Agreement of Limited Partnership dated August 23, 2000 for the Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.39 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.39 Sixth Amendment to Agreement of Limited Partnership dated August 20, 2002 for the Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.36 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, filed with the SEC on March 28, 2003, and is hereby incorporated by reference.
4.40 Agreement of Limited Partnership dated December 26, 1990 for Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.41 Certificate of Limited Partnership dated December 26, 2990 for Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.37 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.42 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.43 Second Amendment to Agreement of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.44 Third Amendment to Agreement of Limited Partnership dated August 31, 1995 for Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.45 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.41 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.46 Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.47 Fifth Amendment to Agreement of Limited Partnership dated November 15, 2000 for the Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.40 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.48 Sixth Amendment to Agreement of Limited Partnership for Geodyne Energy Income Limited Partnership III-E dated November 6, 2002, filed as Exhibit 4.1 to Registrant's Quarterly Report on Form 10-Q with the SEC on November 14, 2002, and is hereby incorporated by reference.
4.49 Agreement of Limited Partnership dated March 7, 1991 for Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.50 Certificate of Limited Partnership dated March 7, 1991 for Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.45 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.51 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.13 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.52 Second Amendment to Agreement of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.53 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.48 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.54 Third Amendment to Agreement of Limited Partnership dated August 31, 1995 for Geodyne Energy Income Limited
Partnership III-F filed as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.55 Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.34 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.56 Fifth Amendment to Agreement of Limited Partnership dated February 5, 2001 for the Geodyne Energy Income Limited Partnership III-F filed as Exhibit 4.41 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 5, 2001, and is hereby incorporated by reference.
4.57 Sixth Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-F dated February 10, 2003, filed as Exhibit 4.53(a) to Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, filed with the SEC on March 28, 2003, and is hereby incorporated by reference.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership III-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership III-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership III-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership III-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership III-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership III-F.
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-A.
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-A.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-B.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-B.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-C.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-C.
*31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-D.
*31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-D.
*31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-E.
*31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-E.
*31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-F.
*31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-F.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-A.
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-B.
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-C.
*32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-D.
*32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-E.
*32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-F.
All other Exhibits are omitted as inapplicable.
---------- *Filed herewith.