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, 2005, Samson owned interests in approximately 18,000 oil and gas wells located in 18 states of the United States and the countries of Canada and Venezuela. At December 31, 2005, Samson operated approximately 5,700 oil and gas wells located in 14 states of the United States as well as Canada and Venezuela.
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, 2006, Samson employed approximately 1,300 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 Partnerships for the fourth 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 4 November 22, 2007 III-B January 24, 2000 4 December 31, 2007 III-C February 28, 2000 4 December 31, 2007 III-D September 5, 2000 4 December 31, 2007 III-E December 26, 2000 4 December 31, 2007 III-F March 7, 2001 4 December 31, 2007
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, substantial increases in the global price of steel as well as increases in the prices for oil and gas supplies and services will further 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 and the impact of weather-related events; * The availability of pipelines for transportation; * Domestic and foreign government regulations and taxes; and * Market expectations.
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, may increase 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, 2005:
Partnership Purchaser Percentage ----------- ------------------------ ---------- III-A ConocoPhillips Company ("ConocoPhillips") 29.7% Gulfterra Central Point Allocation ("Gulfterra") 23.2%
III-B ConocoPhillips 37.6% Gulfterra 20.8%
III-C ONEOK Texas Energy Resources ("ONEOK") 19.1% Duke Energy Field Services, Inc.("Duke") 16.9% Cinergy Marketing Company ("Cinergy") 10.4% Enogex Services Corporation 10.3%
III-D ONEOK 28.3% Cinergy 14.9% Duke 13.8%
III-E Duke 18.2% Red Desert Central Point Allocation ("Red Desert") 17.5% Sempra Energy Trading Corp. ("Sempra") 16.2% Hunt Crude Oil Supply Company 13.9%
III-F Red Desert 21.9% Sempra 20.4% Eaglwing Trading, Inc. 17.0% Duke 14.1%
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 1A.
ITEM 1A. RISK FACTORS
The following factors, among others, could have a material adverse effect upon the Partnerships' business, financial condition, and results of operations.
The following discussion of risk factors should be read in conjunction with the financial statements and related notes included herein. Because of these and other factors, past financial performance should not be considered an indication of future performance.
Oil And Natural Gas Prices Fluctuate Due To A Number Of ------------------------------------------------------- Uncontrollable Factors, And Any Decline Will Adversely Affect ------------------------------------------------------------- The Partnerships' Financial Condition. --------------------------------------
The Partnerships' results of operations depend upon the prices they receive for their oil and natural gas. We sell most of the Partnerships' oil and natural gas liquids at current market prices rather than through fixed-price contracts. Historically, the markets for oil and natural gas have been volatile and are likely to remain so. The prices we receive depend upon factors beyond our control, including:
* political instability or armed conflict in oil-producing regions; * weather conditions; * the supply of domestic and foreign oil and natural gas;
* the ability of members of OPEC to agree upon and maintain prices and production levels; * the level of consumer demand and overall economic activity; * worldwide economic demand; * the price and availability of alternative fuels; * domestic and foreign governmental regulations and taxes; * the proximity to and capacity of transportation facilities; and * the effect of worldwide energy conservation measures.
Government regulations, such as regulation of natural gas transportation and price controls, can affect product prices in the long term. These external factors and the volatile nature of the energy markets make it difficult to reliably estimate future prices of oil and natural gas.
Any decline in oil and natural gas prices adversely affects the Partnerships' financial condition. If the oil and gas industry experiences significant price declines, the Partnerships may not be able to maintain their current level of cash distributions. See "Item 1 - Business-Competition and Marketing" and "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations."
Reserve Estimates Depend On Many Assumptions That May Turn ---------------------------------------------------------- Out To Be Inaccurate. Any Material Inaccuracies In The ------------------------------------------------------- Partnerships' Reserve Estimates Or Underlying Assumptions --------------------------------------------------------- Could Cause The Quantities And Net Present Value Of Their --------------------------------------------------------- Reserves To Be Overstated. --------------------------
Estimating quantities of proved oil and natural gas reserves is a complex process. It requires interpretations of available technical data and various assumptions, including assumptions relating to economic factors. Any significant inaccuracies in these interpretations or assumptions or changes of condition could cause the quantities and net present value of the Partnerships' reserves to be overstated.
To prepare estimates of economically recoverable oil and natural gas reserves and future net cash flows, we analyze many variable factors, such as historical production from the area compared with production rates from other producing areas. We also analyze available geological, geophysical, production and engineering data, and the extent, quality and reliability of this data can vary. The process also involves economic assumptions relating to commodity prices, production costs, severance and excise taxes, capital expenditures and workover and remedial costs. Actual results most likely will vary from our estimates.
Any significant variance could reduce the estimated quantities and present value of reserves shown in this annual report.
You should not assume that the present value of future net cash flows from the Partnerships' proved reserves shown in this Annual Report is the current market value of their estimated oil and natural gas reserves. In accordance with Securities and Exchange Commission requirements, the Partnerships base the estimated discounted future net cash flows from their proved reserves on prices and costs on the date of the estimate. Actual current and future prices and costs may differ materially from those used in the earlier net present value estimate, and as a result, net present value estimates using current prices and costs may be significantly less than the earlier estimate which is provided in this annual report. See "Item 2 - Properties-Proved Reserves and Net Present Value".
Drilling Oil And Natural Gas Wells Is A High-Risk Activity ---------------------------------------------------------- And Subjects Us To A Variety Of Factors That We Cannot ------------------------------------------------------ Control. --------
Drilling oil and natural gas wells, including development wells, involves numerous risks, including the risk that the Partnerships may not encounter commercially productive oil and natural gas reservoirs. While the Partnerships do not expend a significant portion of their capital on drilling activities, to the extent they do drill wells this can be a significant risk factor to them. They may not recover all or any portion of their investment in new wells. The presence of unanticipated pressures or irregularities in formations, miscalculations or accidents may cause their drilling activities to be unsuccessful and result in a total loss of investment. Further, drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including:
* unexpected drilling conditions; * title problems; * restricted access to land for drilling or laying pipeline; * pressure or irregularities in formations; * equipment failure or accidents; * adverse weather conditions; and * costs of, or shortages or delays in the availability of, drilling rigs, tubular materials and equipment.
The Marketability Of The Partnerships' Production Is ---------------------------------------------------- Dependent Upon Transportation And Processing Facilities Over ------------------------------------------------------------ Which We Have No Control. -------------------------
The marketability of the Partnerships' production depends in part upon the availability, proximity and capacity of pipelines, natural gas gathering systems and processing facilities. Any significant change in market factors affecting these infrastructure facilities could harm their business. The Partnerships deliver oil and natural gas through gathering systems and pipelines that they do not own. These facilities may be temporarily unavailable due to market conditions or mechanical reasons, or may not be available to us in the future.
Reliance On Third Party Operators ---------------------------------
A substantial portion of the Partnerships' properties are operated by third parties. The Partnerships have little, if any, control over the operational decisions and costs associated with these properties. In addition, the Partnerships are totally reliant on the third party operators' internal controls associated with the operators' accounting for revenues and expenses.
No Market For Units -------------------
The Partnerships' Units are not listed on any exchange or national market system, and there is no established public trading market for the Units. You may only sell your Units via (i) the General Partner's annual Repurchase Offer; (ii) transfers facilitated by secondary trading firms and matching services; and (iii) occasional "4.9% tender offers" which are made for the Units. Secondary market activity for the Units has been limited and varies among the Partnerships. See "Item 5 - Market for Units and Related Limited Partner Matters".
Limited Life ------------
The Partnerships are currently scheduled to terminate on December 31, 2007. Even if the General Partner exercises its right to extend the Partnerships' terms for one additional two-year period, the Partnerships will terminate no later than December 31, 2009. Upon termination the Partnerships' assets will be sold. There is no assurance that the market for the sale of the Partnerships' assets will be favorable at such time.
The Partnerships Are Subject To Complex Federal, State And ---------------------------------------------------------- Local Laws And Regulations That Could Adversely Affect Their ------------------------------------------------------------ Business. ---------
Extensive federal, state and local regulation of the oil and gas industry significantly affects the Partnerships' operations. In particular, they are subject to stringent environmental regulations. These regulations increase the costs of planning, designing, drilling, installing, operating and abandoning oil and natural gas wells and other related facilities. These regulations may become more demanding in the future. Matters subject to regulation include:
* discharge permits for drilling operations; * drilling bonds; * spacing of wells; * unitization and pooling of properties; * environmental protection; * reports concerning operations; and * taxation.
Under these laws and regulations, the Partnerships could be liable for:
* personal injuries; * property damage; * oil spills; * discharge of hazardous materials; * reclamation costs; * remediation and clean-up costs; and * other environmental damages.
While the Partnerships maintain insurance coverage customary for companies similar to their size and operations, losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. See "Item 1 - Business".
Conflicts Of Interest ---------------------
Direct and indirect conflicts of interests exist among the Partnerships and among a Partnership and the General Partner and its affiliates. The General Partner and its affiliates engage in many aspects of the oil and gas business, including acting as a general partner of a number of affiliated oil and gas limited partnerships. The General Partner and its affiliates may engage in transactions with a Partnership, and Partnerships will frequently engage in transactions with other oil and gas limited partnerships. These conflicts could relate to the sale of oil and gas properties, the determination of the Partnerships' Repurchase Prices, and the determination of whether to continue the
Partnerships past their scheduled termination date of December 31, 2007. See "Item 13 - Certain Relationships and Related Transactions".
Payments To The General Partner -------------------------------
The General Partner receives reimbursements for General and Administrative Expenses. The General Partner also receives a share of Partnership cash distributions. See "Item 11 - Executive Compensation" and "Item 8 - Financial Statements and Supplementary Data".
Financial Capability Of General Partner ---------------------------------------
The General Partner has limited financial resources. Contingencies may arise which will require funding beyond its financial resources. Even if such financial resources are available, the General Partner is not required to lend money or to fund any financial obligations of the Partnerships.
Liability And Indemnification Of General Partner And Related ------------------------------------------------------------ Parties -------
Although the General Partner generally will be liable for the obligations of the Partnerships, the Partnership Agreements provide that the claims of third parties will be initially satisfied from Partnership assets. The Partnership Agreements also provide, subject to certain conditions, that the Partnerships will reimburse (i.e. "indemnify") the General Partner and its affiliates for certain costs, claims and expenses.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of the Partnerships as of December 31, 2005.
Well Statistics(1) As of December 31, 2005
Number of Gross Wells(2) Number of Net Wells(3) -------------------------- --------------------------- P/ship Total Oil Gas Total Oil Gas - -------- ----- --- --- ------ ----- ----- III-A 215 54 161 13.16 2.99 10.17 III-B 185 45 140 8.27 3.63 4.64 III-C 221 42 179 23.58 6.61 16.97 III-D 128 45 83 12.84 5.20 7.64 III-E 153 12 141 22.70 1.98 20.72 III-F 375 270 105 16.24 6.45 9.79 - ----------
(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, 2005, the Partnerships directly or indirectly participated in the drilling activities described below.
(1) The III-E and III-F Partnerships elected to not participate in the drilling of the Bighorn #1 well located in Sweetwater County, Wyoming. If the well reaches payout under the terms of its operating agreement, the III-E and III-F Partnerships will have the following interests in the well:
Working Revenue Partnership Interest Interest ----------- -------- --------
III-E - 0.0266 III-F - 0.0223
(2) The III-E and III-F Partnerships elected to not participate in the drilling of the Pronghorn #1 well located in Sweetwater County, Wyoming. If the well reaches payout under the terms of its operating agreement, the III-E and III-F Partnerships will have the following interests in the well:
Working Revenue Partnership Interest Interest ----------- -------- --------
III-E - 0.0266 III-F - 0.0223
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.
[Remainder of Page Intentionally Left Blank]
Net Production Data
III-A Partnership -----------------
Year Ended December 31, ------------------------------------- 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 33,008 37,123 45,080 Gas (Mcf) 388,410 460,303 516,905
Oil and gas sales: Oil $1,790,871 $1,481,826 $1,336,984 Gas 2,955,097 2,656,074 2,702,323 --------- --------- --------- Total $4,745,968 $4,137,900 $4,039,307 ========= ========= ========= Total direct operating expenses $1,116,240 $ 834,758 $ 836,517 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 23.5% 20.2% 20.7%
Average sales price: Per barrel of oil $54.26 $39.92 $29.66 Per Mcf of gas 7.61 5.77 5.23
Direct operating expenses per equivalent Bbl of oil $11.42 $ 7.33 $ 6.37
Net Production Data
III-B Partnership -----------------
Year Ended December 31, ----------------------------------- 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 22,648 25,395 31,275 Gas (Mcf) 165,378 190,781 243,753
Oil and gas sales: Oil $1,232,871 $1,013,900 $ 931,510 Gas 1,255,326 1,116,553 1,276,052 --------- --------- --------- Total $2,488,197 $2,130,453 $2,207,562 ========= ========= ========= Total direct operating expenses $ 654,278 $ 486,490 $ 509,231 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 26.3% 22.8% 23.1%
Average sales price: Per barrel of oil $54.44 $39.93 $29.78 Per Mcf of gas 7.59 5.85 5.24
Direct operating expenses per equivalent Bbl of oil $13.03 $ 8.51 $ 7.08
Net Production Data
III-C Partnership -----------------
Year Ended December 31, ------------------------------------ 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 9,614 9,551 13,872 Gas (Mcf) 514,302 548,555 668,059
Oil and gas sales: Oil $ 517,387 $ 371,357 $ 416,104 Gas 3,717,422 2,963,161 3,185,294 --------- --------- --------- Total $4,234,809 $3,334,518 $3,601,398 ========= ========= ========= Total direct operating expenses $ 964,443 $ 859,862 $ 868,275 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 22.8% 25.8% 24.1%
Average sales price: Per barrel of oil $53.82 $38.88 $30.00 Per Mcf of gas 7.23 5.40 4.77
Direct operating expenses per equivalent Bbl of oil $10.12 $ 8.52 $ 6.93
Net Production Data
III-D Partnership -----------------
Year Ended December 31, ------------------------------------ 2005 2004 2003(1) ---------- ---------- ---------- Production: Oil (Bbls) 8,611 8,411 12,909 Gas (Mcf) 288,655 293,250 376,825
Oil and gas sales: Oil $ 455,313 $ 318,494 $ 365,101 Gas 2,013,465 1,576,403 1,749,495 --------- --------- --------- Total $2,468,778 $1,894,897 $2,114,596 ========= ========= ========= Total direct operating expenses $ 596,204 $ 494,353 $ 528,430 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 24.1% 26.1% 25.0%
Average sales price: Per barrel of oil $52.88 $37.87 $28.28 Per Mcf of gas 6.98 5.38 4.64
Direct operating expenses per equivalent Bbl of oil $10.51 $ 8.63 $ 6.98
- ---------- (1) These amounts have been restated to reflect the sale of the Jay Field during 2004 as a discontinued operation. See Part II, Item 7 for more information about this discontinued operation.
Net Production Data
III-E Partnership -----------------
Year Ended December 31, -------------------------------------- 2005 2004 2003(1) ---------- ---------- ---------- Production: Oil (Bbls) 23,561 22,653 32,768 Gas (Mcf) 678,857 720,487 779,623
Oil and gas sales: Oil $1,189,780 $ 834,883 $ 882,702 Gas 4,837,523 3,798,830 3,589,841 --------- --------- --------- Total $6,027,303 $4,633,713 $4,472,543 ========= ========= ========= Total direct operating expenses $1,518,796 $1,359,631 $1,325,795 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 25.2% 29.3% 29.6%
Average sales price: Per barrel of oil $50.50 $36.86 $26.94 Per Mcf of gas 7.13 5.27 4.60
Direct operating expenses per equivalent Bbl of oil $11.11 $ 9.53 $ 8.15
- ---------- (1) These amounts have been restated to reflect the sale of the Jay Field during 2004 as a discontinued operation. See Part II, Item 7 for more information about this discontinued operation.
Net Production Data
III-F Partnership -----------------
Year Ended December 31, ----------------------------------- 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 18,967 20,252 20,685 Gas (Mcf) 382,034 408,746 412,842
Oil and gas sales: Oil $1,077,763 $ 794,329 $ 598,509 Gas 2,790,192 2,147,403 1,881,269 --------- --------- --------- Total $3,867,955 $2,941,732 $2,479,778 ========= ========= ========= Total direct operating expenses $ 837,697 $ 726,687 $ 754,502 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 21.7% 24.7% 30.4%
Average sales price: Per barrel of oil $56.82 $39.22 $28.93 Per Mcf of gas 7.30 5.25 4.56
Direct operating expenses per equivalent Bbl of oil $10.14 $ 8.22 $ 8.43
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, 2005. 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, 2005. 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, 2005 ($61.06 per barrel and $10.08 per Mcf, respectively) were substantially higher than the prices in effect on December 31, 2004 ($43.36 per barrel and $6.02 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, 2005 to be higher than such estimates and values at December 31, 2004. 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, 2005. In fact, as of the date of this Annual Report, natural gas prices have declined significantly from the December 31, 2005 price. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at December 31, 2005 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, 2005(1)
III-A Partnership: ----------------- Estimated proved reserves: Gas (Mcf) 3,483,848 Oil and liquids (Bbls) 96,735
Net present value (discounted at 10% per annum) $18,172,686
III-B Partnership: ----------------- Estimated proved reserves: Gas (Mcf) 1,408,960 Oil and liquids (Bbls) 60,591
Net present value (discounted at 10% per annum) $ 8,094,147
III-C Partnership: ----------------- Estimated proved reserves: Gas (Mcf) 4,704,441 Oil and liquids (Bbls) 89,290
Net present value (discounted at 10% per annum) $19,743,674
III-D Partnership: ----------------- Estimated proved reserves: Gas (Mcf) 2,407,268 Oil and liquids (Bbls) 83,877
Net present value (discounted at 10% per annum) $10,571,683
III-E Partnership: ----------------- Estimated proved reserves: Gas (Mcf) 5,309,709 Oil and liquids (Bbls) 150,195
Net present value (discounted at 10% per annum) $25,351,236
III-F Partnership: ----------------- Estimated proved reserves: Gas (Mcf) 3,504,393 Oil and liquids (Bbls) 337,230
Net present value (discounted at 10% per annum) $20,515,797
- ---------- (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, 2005:
Operated Wells ------------------------------------------ Partnership Number Percent ----------- ------ -------
III-A 21 7% III-B 3 1% III-C 131 23% III-D 127 31% III-E 44 15% III-F 26 6%
The following tables set forth certain well and reserve information as of December 31, 2005 for each oil and gas basin which holds a significant portion of the value of the Partnerships' properties. The tables contain the following information for each such 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 Mid-Gulf Coast Basin covers Mississippi and southern Alabama. The Las Animas Arch Basin straddles east Colorado and northwest Kansas. The Southern Oklahoma Folded Belt Basin is located in southern Oklahoma, 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, 2005, as compared to December 31, 2004, were significant to the Partnerships.
The III-E and III-F Partnerships' estimated proved reserves decreased approximately 96,000 and 80,000 barrels of oil equivalent, respectively, in the Trail Unit, which is a large unitized property in Sweetwater County, Wyoming from December 31, 2004 to December 31, 2005. 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, Samson made a supplemental payment to the royalty and overriding royalty interest owners who were potential class members of amounts which were then thought
to have been 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 2005.
PART II
ITEM 5.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of March 1, 2006, 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 1,105 III-B 138,336 661 III-C 244,536 1,033 III-D 131,008 563 III-E 418,266 1,702 III-F 221,484 868
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 -----------------------
2004 2005 2006 ------------------------- ------------------------- ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- III-A $16 $14 $23 $20 $18 $15 $25 $23 $19 III-B 13 11 20 17 15 13 21 19 16 III-C 22 20 24 22 20 18 25 22 19 III-D 23 22 23 21 20 17 25 23 20 III-E 19 18 18 17 16 14 23 21 19 III-F 23 21 25 24 22 19 33 31 27
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 2004, 2005, and the first quarter of 2006:
Cash Distributions -----------------
----------------------------------------- 1st 2nd 3rd 4th P/ship Qtr. Qtr. Qtr. Qtr. ------ ----- ----- ----- -----
III-A $1.81 $2.13 $2.20 $2.72 III-B 1.64 1.67 1.89 2.43 III-C 1.79 1.74 1.65 1.89 III-D 2.15 1.68 2.90(1) 1.77 III-E 2.06 .44 3.60(1) .62 III-F 1.35 1.55 1.50 1.40
2005 2006 ---------------------------------------- ----- 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. ------ ----- ----- ----- ----- -----
III-A $2.58 $2.20 $2.58 $2.59 $3.49 III-B 2.49 1.83 2.47 2.36 3.17 III-C 1.36 2.03 2.47 2.50 2.65 III-D 1.39 2.27 2.51 2.67 2.60 III-E .82 2.06 1.78 1.71 2.19 III-F 1.91 2.55 2.37 2.56 3.65 - ------------------- (1) Includes proceeds from the sale of all of the III-D and III-E Partnerships' interests in the Jay-Little Escambia Creek Field. See Part II, Item 7 for more information about this discontinued operation.
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."
[Remainder of Page Intentionally Left Blank]
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 accuracy of third party payments and billings, 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.
Discontinued Operations
The III-D and III-E Partnerships owned working interests in the Jay-Little Escambia Creek Field in Santa Rosa County, Florida (the "Jay Field"). In May 2004, the III-D and III-E Partnerships sold all of their interests in the Jay Field. For accounting purposes, the sale was treated as a discontinued operation. The sales proceeds, consisting of approximately $89,000 and $632,000, respectively, were included in the III-D and III-E Partnerships' August 15, 2004 cash distributions.
The sale of the Jay Field interests impacted the operations of the III-D and III-E Partnerships. Routine audits of joint interest billings by an unaffiliated non-operator after the close date of the sale resulted in additional expenses of approximately $76,000 and $544,000, respectively, billed to the III-D and III-E Partnerships. The expenses represent costs incurred before the effective date of the sale. The reader should refer to Note 6 - Discontinued Operations to the financial statements included in
Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding this matter.
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 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 and the impact of weather-related events; * The availability of pipelines for transportation; * Domestic and foreign government regulations and taxes; and * Market expectations.
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, may increase, 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, remain relatively constant, or
decrease at an even greater rate over a given period. These factors include, but are not limited to:
* Geophysical conditions which cause an acceleration of the decline in production; * The shutting in of wells (or the opening of previously shut-in wells) due to low oil and gas prices (or high oil and gas prices), mechanical difficulties, loss of a market or transportation, or performance of workovers, recompletions, or other operations in the well; * Prior period volume adjustments (either positive or negative) made by operators of the properties; * Adjustments in ownership or rights to production in accordance with agreements governing the operation or ownership of the well (such as adjustments that occur at payout or due to gas balancing); and * 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, 2005 as compared to the year ended December 31, 2004, and for the year ended December 31, 2004 as compared to the year ended December 31, 2003.
III-A Partnership -----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 -------------------------------------
Total oil and gas sales increased $608,000 (14.7%) in 2005 as compared to 2004. Of this increase $473,000 and $714,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $164,000 and $415,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas
sold decreased 4,115 barrels and 71,893 Mcf, respectively, in 2005 as compared to 2004.
The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well during late 2004 and early 2005 in order to perform a workover. As of the date of this Annual Report, the shut-in well has returned to production at a lower rate than previously experienced. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of two significant wells during early 2005 in order to perform workovers, and (iii) a positive prior period volume adjustment included in the receipt of first revenues on one significant well during 2004. As of the date of this Annual Report, the operator has not yet determined when or if the shut-in wells will return to production and, if returned to production, at what rate.
Average oil and gas prices increased to $54.26 per barrel and $7.61 per Mcf, respectively, in 2005 from $39.92 per barrel and $5.77 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $281,000 (33.7%) in 2005 as compared to 2004. This increase was primarily due to (i) workover expenses incurred on several wells during 2005, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) a positive prior period production tax adjustment made in 2005 by the operator on one significant well. These increases were partially offset by a negative prior period production tax adjustment also made in 2005 by the operator on another significant well. As a percentage of oil and gas sales, these expenses increased to 23.5% in 2005 from 20.2% in 2004, primarily due to the dollar increase in oil and gas production expenses.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $8,000 (4.9%) in 2005 as compared to 2004. Of this increase (i) $67,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which $44,000 was related to previously fully depleted wells, and (ii) $8,000 was due to accretion of these additional asset retirement obligations. These increases were partially offset by (i) the abandonment of one significant well during 2004 following an unsuccessful recompletion attempt and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 3.7% in 2005 from 4.0% in 2004.
General and administrative expenses increased $6,000 (2.0%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 6.7% in 2005 from 7.6% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $41,524,701 or 157.30% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 -------------------------------------
Total oil and gas sales increased $99,000 (2.4%) in 2004 as compared to 2003. Of this increase $381,000 and $250,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $236,000 and $296,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 7,957 barrels and 56,602 Mcf, respectively, in 2004 as compared to 2003.
The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well during late 2004 due to mechanical problems. (See Results of Operations discussion for 2004 - 2005 for an update on this well.) The decrease in volumes of gas sold was primarily due to normal declines in production, which was partially offset by the receipt of first revenues on one significant well during 2004.
Average oil and gas prices increased to $39.92 per barrel and $5.77 per Mcf, respectively, in 2004 from $29.66 per barrel and $5.23 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) remained relatively constant in 2004 and 2003. Lease operating expenses decreased due to the decreases in volumes of oil and gas sold, but this decrease was substantially offset by (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) an increase in production taxes associated with the receipt of first revenues on one significant well during 2004, and (iii) workover expenses incurred on two significant wells during 2004. As a percentage of oil and gas sales, these expenses decreased to 20.2% in 2004 from 20.7% in 2003.
DD&A of oil and gas properties decreased $21,000 (11.2%) in 2004 as compared to 2003. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves during 2004. These decreases were partially offset by the abandonment of one significant well during 2004 following an unsuccessful recompletion attempt. As a percentage of oil and gas sales, this expense decreased to 4.0% in 2004 from 4.6% in 2003, primarily due to the dollar decrease in DD&A of oil and gas properties.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 7.6% in 2004 from 7.8% in 2003.
III-B Partnership -----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 -------------------------------------
Total oil and gas sales increased $358,000 (16.8%) in 2005 as compared to 2004. Of this increase $329,000 and $288,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $110,000 and $149,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 2,747 barrels and 25,403 Mcf, respectively, in 2005 as compared to 2004.
The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well during late 2004 and early 2005 in order to perform a workover. As of the date of this Annual Report, the shut-in well has returned to production at a lower rate than previously experienced. 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 early 2005 in order to perform workovers. As of the date of this Annual Report, the operator has not yet determined when or if the shut-in wells will return to production and, if returned to production, at what rate.
Average oil and gas prices increased to $54.44 per barrel and $7.59 per Mcf, respectively, in 2005 from $39.93 per barrel and $5.85 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $168,000 (34.5%) in 2005 as compared to 2004. This increase was primarily due to (i) workover expenses incurred on several wells during 2005, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) a positive prior period production tax adjustment made in 2005 by the operator on one significant well. These increases were partially offset by a negative prior period production tax adjustment also made in 2005 by the operator on another significant well. As a percentage of oil and gas sales, these expenses increased to 26.3% in 2005 from 22.8% in 2004, primarily due to the dollar increase in oil and gas production expenses.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $2,000 (2.4%) in 2005 as compared to
2004. This decrease was primarily due to (i) the abandonment of one significant well during 2004 following an unsuccessful recompletion attempt and (ii) the decreases in volumes of oil and gas sold. These decreases were partially offset by increases of (i) $44,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which $27,000 was related to previously fully depleted wells, and (ii) $5,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 3.8% in 2005 from 4.6% in 2004, primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $7,000 (3.9%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 7.3% in 2005 from 8.2% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $23,096,353 or 166.96% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 -------------------------------------
Total oil and gas sales decreased $77,000 (3.5%) in 2004 as compared to 2003. Of this decrease $175,000 and $277,000, respectively, were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of $257,000 and $118,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 5,880 barrels and 52,972 Mcf, respectively, in 2004 as compared to 2003.
The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well during late 2004 due to mechanical problems. (See Results of Operations discussion for 2004 - 2005 for an update on this well.) The decrease in volumes of gas sold was primarily due to normal declines in production.
Average oil and gas prices increased to $39.93 per barrel and $5.85 per Mcf, respectively, in 2004 from $29.78 per barrel and $5.24 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $23,000 (4.5%) in 2004 as compared to 2003. As a percentage of oil and gas sales, these expenses decreased to 22.8% in 2004 from 23.1% in 2003.
DD&A of oil and gas properties decreased $28,000 (22.5%) in 2004 as compared to 2003. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves during 2004. These decreases were partially offset by the abandonment of one significant well during 2004 following an unsuccessful recompletion attempt. As a percentage of oil and gas sales, this expense decreased to 4.6% in 2004 from 5.7% in 2003, primarily due to the dollar decrease in DD&A of oil and gas properties.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses increased to 8.2% in 2004 from 8.0% in 2003.
III-C Partnership -----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 -------------------------------------
Total oil and gas sales increased $900,000 (27.0%) in 2005 as compared to 2004. Of this increase (i) $144,000 and $939,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $2,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of $185,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 63 barrels, while volumes of gas sold decreased 34,253 Mcf in 2005 as compared to 2004.
The increase in volumes of oil sold was primarily due to (i) the successful completion of several new wells during early to mid 2005 and (ii) an increase in production on one significant well following the successful workover of that well during late 2004. These increases were partially offset by normal declines in production.
The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) substantial declines in production during 2005 on two significant wells following unsuccessful 2004 workovers of those wells, and (iii) a negative prior period volume adjustment on one significant well during 2005. The wells with substantial declines in production are not expected to return to their previously high levels of production. These decreases were partially offset by (i) the successful completion of several new wells during late 2004 and early to mid 2005 and (ii) increases in production on several other wells following the successful workovers of those wells during mid to late 2004 and early 2005.
Average oil and gas prices increased to $53.82 per barrel and $7.23 per Mcf, respectively, in 2005 from $38.88 per barrel and $5.40 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $105,000 (12.2%) in 2005 as compared to 2004. This increase was primarily due to (i) workover expenses incurred on several wells during 2005 and (ii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by lower workover expenses incurred on several other wells during 2004. As a percentage of oil and gas sales, these expenses decreased to 22.8% in 2005 from 25.8% in 2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $213,000 (48.2%) in 2005 as compared to 2004. This decrease was primarily due to (i) one significant well being fully depleted during 2004 due to the lack of remaining reserves and (ii) the decrease in volumes of gas sold. These decreases were partially offset by (i) $53,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which $34,000 was related to previously fully depleted wells, (ii) $8,000 due to accretion of these additional asset retirement obligations, and (iii) an increase in depletable oil and gas properties during 2005 primarily due to the drilling of two developmental wells. As a percentage of oil and gas sales, this expense decreased to 5.4% in 2005 from 13.3% in 2004, primarily due to the dollar decrease in DD&A of oil and gas properties.
General and administrative expenses increased $6,000 (2.1%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 7.0% in 2005 from 8.7% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $31,437,795 or 128.56% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 -------------------------------------
Total oil and gas sales decreased $267,000 (7.4%) in 2004 as compared to 2003. Of this decrease $130,000 and $570,000, respectively, were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of $85,000 and $348,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold
decreased 4,321 barrels and 119,504 Mcf, respectively, in 2004 as compared to 2003.
The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the shutting-in of a production zone on one significant well during late 2003. The shut-in well continues to produce at a lower rate. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) downward revisions in the estimates of remaining gas reserves on one significant well resulting in the III-C Partnership becoming over produced in excess of estimated ultimate reserves, thereby increasing its gas imbalance payable. These decreases were partially offset by the successful completion of a new well during early 2004.
Average oil and gas prices increased to $38.88 per barrel and $5.40 per Mcf, respectively, in 2004 from $30.00 per barrel and $4.77 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $8,000 (1.0%) in 2004 as compared to 2003. This decrease was primarily due to the decreases in volumes of oil and gas sold, which decrease was partially offset by workover expenses incurred on several wells during 2004. As a percentage of oil and gas sales, these expenses increased to 25.8% in 2004 from 24.1% in 2003.
DD&A of oil and gas properties increased $238,000 (116.6%) in 2004 as compared to 2003, primarily due to one significant well being fully depleted in 2004 due to the lack of remaining 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 13.3% in 2004 from 5.7% in 2003, primarily due to the dollar increase in DD&A of oil and gas properties.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses increased to 8.7% in 2004 from 8.1% in 2003.
III-D Partnership -----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 -------------------------------------
Total oil and gas sales increased $574,000 (30.3%) in 2005 as compared to 2004. Of this increase (i) $129,000 and $462,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $8,000 was related to an increase in volumes of oil sold. These increases were partially offset by a
decrease of $25,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 200 barrels, while volumes of gas sold decreased 4,595 Mcf in 2005 as compared to 2004.
The increase in volumes of oil sold was primarily due to (i) the successful completion of several new wells during early to mid 2005 and (ii) an increase in production on one significant well following the successful workover of that well during late 2004. These increases were partially offset by normal declines in production.
The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a substantial decline in production during 2005 on one significant well following its unsuccessful 2004 workover. This well is not expected to return to its previously high levels of production. These decreases were partially offset by (i) the successful completion of several new wells during late 2004 and early to mid 2005 and (ii) increases in production on two significant wells following the successful workovers of those wells during mid to late 2004.
Average oil and gas prices increased to $52.88 per barrel and $6.98 per Mcf, respectively, in 2005 from $37.87 per barrel and $5.38 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $102,000 (20.6%) in 2005 as compared to 2004. This increase was primarily due to (i) workover expenses incurred on several wells during 2005, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) repair and maintence expenses incurred on several other wells during 2005. These increases were partially offset by lower workover expenses incurred on two significant wells during 2004. As a percentage of oil and gas sales, these expenses decreased to 24.1% in 2005 from 26.1% in 2004.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $22,000 (23.4%) in 2005 as compared to 2004. Of this increase (i) $34,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which $25,000 was related to previously fully depleted wells, and (ii) $5,000 was due to accretion of these additional asset retirement obligations. This increase was also due to downward revisions in the estimates of remaining oil and gas reserves following an unsuccessful recompletion attempt on one significant well during 2005. These increases were partially offset by (i) one significant well being fully depleted during 2004 due to the lack of remaining reserves and (ii) upward revisions in the estimates of remaining oil and gas reserves since December 31, 2004. As a percentage of oil and gas sales, this expense decreased to 4.8% in 2005 from 5.1% in 2004.
General and administrative expenses increased $2,000 (1.4%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 7.0% in 2005 from 9.0% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $17,584,669, or 134.23% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 -------------------------------------
The following discussion contains amounts for the year 2003 which have been restated to reflect the 2004 sale of the Jay Field as a discontinued operation. See Part II, Item 7 for more information about this discontinued operation.
Total oil and gas sales decreased $220,000 (10.4%) in 2004 as compared to 2003. Of this decrease $127,000 and $388,000, respectively, were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of $80,000 and $215,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 4,498 barrels and 83,575 Mcf, respectively, in 2004 as compared to 2003.
The decrease in volumes of oil sold was primarily due to (i) the shutting-in of a production zone on one significant well during late 2003 and (ii) normal declines in production. The shut-in well continues to produce at a lower rate. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) downward revisions in the estimates of remaining gas reserves on one significant well resulting in the III-D Partnership becoming over produced in excess of estimated ultimate reserves thereby increasing gas imbalance payable.
Average oil and gas prices increased to $37.87 per barrel and $5.38 per Mcf, respectively, in 2004 from $28.28 per barrel and $4.64 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $34,000 (6.4%) in 2004 as compared to 2003. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold, (ii) 2003 workover expenses incurred on one significant well, and (iii) a decrease in production taxes associated with the decrease in oil and gas sales. These decreases were partially offset by workover expenses incurred on two other significant wells during 2004. As a percentage of oil and gas sales, these expenses increased to 26.1% in 2004 from 25.0% in 2003.
DD&A of oil and gas properties decreased $1,000 (1.0%) in 2004 as compared to 2003. This decrease was primarily due to the decreases in volumes of oil and gas sold, which decrease was partially offset by one significant well being fully depleted in 2004 due to the lack of remaining reserves. As a percentage of oil and gas sales, these expenses increased to 5.1% in 2004 from 4.6% in 2003.
General and administrative expenses increased $4,000 (2.4%) in 2004 as compared to 2003. As a percentage of oil and gas sales, these expenses increased to 9.0% in 2004 from 7.9% in 2003, primarily due to the decrease in oil and gas sales.
III-E Partnership -----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 -------------------------------------
Total oil and gas sales increased $1,394,000 (30.1%) in 2005 as compared to 2004. Of this increase (i) $322,000 and $1,258,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $33,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of $219,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 908 barrels, while volumes of gas sold decreased 41,630 Mcf in 2005 as compared to 2004.
The increase in volumes of oil sold was primarily due to a negative prior period volume adjustment on one significant well during 2004. This increase was substantially offset by normal declines in production. The decrease in volumes of gas sold was primarily due to normal declines in production.
Average oil and gas prices increased to $50.50 per barrel and $7.13 per Mcf, respectively, in 2005 from $36.86 per barrel and $5.27 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $159,000 (11.7%) in 2005 as compared to 2004. 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 several wells during 2005. These increases were partially offset by a positive prior period production tax adjustment on one significant unit during 2004. As a percentage of oil and gas sales, these expenses decreased to 25.2% in 2005 from 29.3% in 2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $143,000 (72.8%) in 2005 as compared to 2004. Of this increase (i) $85,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which $61,000 was related to previously fully depleted wells, and (ii) $11,000 was due to accretion of these additional asset retirement obligations. This increase was also due to (i) downward revisions in the estimates of remaining gas reserves since December 31, 2004 and (ii) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. These increases were partially offset by (i) one significant well being fully depleted during 2004 due to the lack of remaining reserves and (ii) the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense increased to 5.6% in 2005 from 4.2% in 2004, primarily due to the dollar increase in DD&A of oil and gas properties.
General and administrative expenses remained relatively constant in 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 8.1% in 2005 from 10.5% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $51,959,016 or 124.22% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 -------------------------------------
The following discussion contains amounts for the year 2003 which have been restated to reflect the 2004 sale of the Jay Field as a discontinued operation. See Part II, Item 7 for more information about this discontinued operation.
Total oil and gas sales increased $161,000 (3.6%) in 2004 as compared to 2003. Of this increase $225,000 and $481,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $273,000 and $272,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 10,115 barrels and 59,136 Mcf, respectively, in 2004 as compared to 2003.
The decrease in volumes of oil sold was primarily due to (i) a negative prior period volume adjustment made by the operator on one significant well during 2004 and (ii) normal declines in production.
Average oil and gas prices increased to $36.86 per barrel and $5.27 per Mcf, respectively, in 2004 from $26.94 per barrel and $4.60 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $34,000 (2.6%) in 2004 as compared to 2003. This increase was primarily due to (i) a prior period production tax adjustment on one significant unit during 2004, (ii) workover expenses incurred on two significant wells during 2004, and (iii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, these expenses decreased to 29.3% in 2004 from 29.6% in 2003.
DD&A of oil and gas properties decreased $25,000 (11.2%) in 2004 as compared to 2003. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) one significant well being fully depleted in 2003 due to the lack of remaining reserves. These decreases were partially offset by (i) an increase in depletable oil and gas properties primarily due to 2004 recompletion activities on two significant wells and (ii) one other significant well being fully depleted in 2004 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 4.2% in 2004 from 4.9% in 2003, primarily due to the dollar decrease in DD&A of oil and gas properties.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 10.5% in 2004 from 10.9% in 2003.
III-F Partnership -----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 -------------------------------------
Total oil and gas sales increased $926,000 (31.5%) in 2005 as compared to 2004. Of this increase $334,000 and $783,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of $140,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 1,285 barrels and 26,712 Mcf, respectively, in 2005 as compared to 2004. The decrease in volumes of gas sold was primarily due to normal declines in production. Average oil and gas prices increased to $56.82 per barrel and $7.30 per Mcf, respectively, in 2005 from $39.22 per barrel and $5.25 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $111,000 (15.3%) in 2005 as compared to 2004. 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 several wells during 2005. As a percentage of oil and gas sales, these expenses decreased to 21.7% in 2005 from 24.7% in 2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $46,000 (28.5%) in 2005 as compared to 2004. Of this increase (i) $24,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which $13,000 was related to previously fully depleted wells, and (ii) $6,000 was due to accretion of these additional asset retirement obligations. This increase was also due to downward revisions in the estimates of remaining oil and gas reserves on one significant well since December 31, 2004. 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 decreased to 5.4% in 2005 from 5.5% in 2004.
General and administrative expenses increased $6,000 (2.3%) in 2005 as compard to 2004. As a percentage of oil and gas sales, these expenses decreased to 7.1% in 2005 from 9.1% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $21,752,904 or 98.21% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 -------------------------------------
Total oil and gas sales increased $462,000 (18.6%) in 2004 as compared to 2003. Of this increase $208,000 and $285,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 433 barrels and 4,096 Mcf, respectively, in 2004 as compared to 2003. Average oil and gas prices increased to $39.22 per barrel and $5.25 per Mcf, respectively, in 2004 from $28.93 per barrel and $4.56 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $28,000 (3.7%) in 2004 as compared to 2003. This decrease was primarily due to (i) workover expenses incurred on one significant well during 2003 and (ii) the abandonment of another significant well in early 2003 due to severe mechanical problems. 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 24.7% in 2004 from 30.4% in 2003, primarily due to the increase in oil and gas sales.
DD&A of oil and gas properties decreased $54,000 (25.1%) in 2004 as compared to 2003. This decrease was primarily due to (i) the abandonment of one significant well in 2003 due to severe mechanical problems and (ii) another significant well being fully depleted in 2003 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 5.5% in 2004 from 8.7% in 2003. This percentage decrease was primarily due to (i) the dollar decrease in DD&A of oil and gas properties and (ii) increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.1% in 2004 from 10.8% in 2003, primarily due to the increase in oil and gas sales.
Average Sale Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of annual average oil and gas sales prices, production volumes, and average production costs (lease operating expenses and production taxes) per barrel of oil equivalent (one barrel or 6 Mcf of gas) for 2005, 2004, and 2003.
2005 Compared to 2004 ---------------------
Average Sales Prices - --------------------------------------------------------------------------- P/ship 2005 2004 % Change - ------ ------------------- ----------------- ------------ Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- --- --- III-A $54.26 $7.61 $39.92 $5.77 36% 32% III-B 54.44 7.59 39.93 5.85 36% 30% III-C 53.82 7.23 38.88 5.40 38% 34% III-D 52.88 6.98 37.87 5.38 40% 30% III-E 50.50 7.13 36.86 5.27 37% 35% III-F 56.82 7.30 39.22 5.25 45% 39%
Production Volumes - ----------------------------------------------------------------------------- P/ship 2005 2004 % Change - ------ ------------------- ------------------ -------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ ------- ------ ------- ------ ----- III-A 33,008 388,410 37,123 460,303 (11%) (16%) III-B 22,648 165,378 25,395 190,781 (11%) (13%) III-C 9,614 514,302 9,551 548,555 1% (6%) III-D 8,611 288,655 8,411 293,250 2% (2%) III-E 23,561 678,857 22,653 720,487 4% (6%) III-F 18,967 382,034 20,252 408,746 (6%) (7%)
Average Production Costs per Barrel of Oil Equivalent ---------------------------------------- P/ship 2005 2004 % Change ------ ------ ----- -------- III-A $11.42 $7.33 56% III-B 13.03 8.51 53% III-C 10.12 8.52 19% III-D 10.51 8.63 22% III-E 11.11 9.53 17% III-F 10.14 8.22 23%
2004 Compared to 2003 ---------------------
Average Sales Prices - --------------------------------------------------------------------------- P/ship 2004 2003(1) % Change - ------ ------------------- ----------------- ------------ Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- --- --- III-A $39.92 $5.77 $29.66 $5.23 35% 10% III-B 39.93 5.85 29.78 5.24 34% 12% III-C 38.88 5.40 30.00 4.77 30% 13% III-D 37.87 5.38 28.28 4.64 34% 16% III-E 36.86 5.27 26.94 4.60 37% 15% III-F 39.22 5.25 28.93 4.56 36% 15%
Production Volumes - ----------------------------------------------------------------------------- P/ship 2004 2003(1) % Change - ------ ------------------- ------------------ -------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ ------- ------ ------- ------ ----- III-A 37,123 460,303 45,080 516,905 (18%) (11%) III-B 25,395 190,781 31,275 243,753 (19%) (22%) III-C 9,551 548,555 13,872 668,059 (31%) (18%) III-D 8,411 293,250 12,909 376,825 (35%) (22%) III-E 22,653 720,487 32,768 779,623 (31%) ( 8%) III-F 20,252 408,746 20,685 412,842 ( 2%) ( 1%)
Average Production Costs per Barrel of Oil Equivalent ---------------------------------------- P/ship 2004 2003(1) % Change ------ ----- ------- -------- III-A $7.33 $6.37 15% III-B 8.51 7.08 20% III-C 8.52 6.93 23% III-D 8.63 6.98 24% III-E 9.53 8.15 13% III-F 8.22 8.43 ( 2%)
- ----------- (1) The amounts for the III-D and III-E Partnerships have been restated to reflect the sale of the Jay Field during 2004 as a discontinued operation. See Part II, Item 7 for more information about this discontinued operation.
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 generally 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 2005 production levels for future years, the Partnerships' proved reserve quantities at December 31, 2005 would have the following remaining lives:
Partnership Gas-Years Oil-Years ----------- --------- ---------
III-A 9.0 2.9 III-B 8.5 2.7 III-C 9.1 9.3 III-D 8.3 9.7 III-E 7.8 6.4 III-F 9.2 17.8
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. As discussed below, the Partnerships must terminate no later than December 31, 2009 (November 22, 2009 for the III-A Partnership), which is four years from December 31, 2005.
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 2005, 2004, and 2003, 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 2005 2004 2003 ----------- -------- -------- -------
III-A $ 16,822 $ 78,142 $53,311 III-B 2,903 52,376 32,726 III-C 127,299 217,479 21,609 III-D 85,828 27,306 6,141 III-E 158,067 245,429 21,436 III-F 32,310 188,433 16,762
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 2004 and 2003. No such sales occurred during 2005. The sales 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 sales 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 sales of oil and gas properties during 2005, 2004, and 2003, were as follows:
Partnership 2005 2004 2003 ----------- -------- -------- -------- III-A $ - $ 375 $ 1,902 III-B - - 984 III-C - - 34,411 III-D - 88,277 23,232 III-E - 629,332 101,704 III-F - 1,654 17,010
Over the years, as part of the normal course of business, some of the Partnerships' interests in wells have been sold, generally at oil and gas auctions. Given the generally favorable current environment for oil and gas dispositions, it is possible that the Partnerships will increase the number of properties to be sold. In the event of sales, any net proceeds are distributed as soon as possible after the disposition. Future production, costs and cash flow will be reduced as properties are sold.
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 extensive 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.
The General Partner expects general and administrative expenses to increase substantially during 2006 and 2007 due to costs required to comply with Section 404 of the Sarbanes-Oxley Act of 2002. Such anticipated increase will reduce cash available for distribution. The General Partner expects at least a portion of this anticipated increase in general and administrative expenses to continue in years beyond 2007.
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 Partnerships for the fourth 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 4 November 22, 2007 III-B January 24, 2000 4 December 31, 2007 III-C February 28, 2000 4 December 31, 2007 III-D September 5, 2000 4 December 31, 2007 III-E December 26, 2000 4 December 31, 2007 III-F March 7, 2001 4 December 31, 2007
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 Partner's 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.
The Partnerships' wells must be properly plugged and abandoned after their oil and gas reserves are exhausted. The Partnerships follow FAS No. 143, "Accounting for Asset Retirement Obligations" in accounting for the future expenditures that will be necessary to plug and abandon these wells. FAS No. 143 requires the estimated plugging and abandonment obligations to be recognized in the period in which they are incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of fair value can be made and to be capitalized as part of the carrying amount of the well.
New Accounting Pronouncements
The Partnerships are not aware of any recently issued accounting pronouncements that would have an impact on the Partnerships' future results of operations and financial position.
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. Inflationary pressure on drilling and operating costs have impacted the operating costs incurred by the Partnerships. This pressure is expected to continue if commodity prices remain at their current levels. 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.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
The General Partner is not aware of any information required to be reported on Form 8-K during the fourth quarter of 2005 but which was not so reported.
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 54 President and Director
Judy K. Fox 55 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 2005 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 2005, 2004, and 2003, 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 2005 2004 2003 ----------- -------- -------- --------
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 2005, 2004, and 2003:
[Remainder of Page Intentionally Left Blank]
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 the date of filing this Annual Report 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 66,383 (25.2%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 66,383 (25.2%)
III-B Partnership: - ----------------- Samson Resources Company 33,507 (24.2%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 33,507 (24.2%)
III-C Partnership: - ----------------- Samson Resources Company 68,804 (28.1%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 68,804 (28.1%)
III-D Partnership: - ----------------- Samson Resources Company 37,728 (28.8%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 37,728 (28.8%)
III-E Partnership: - ----------------- Samson Resources Company 124,864 (29.9%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 124,864 (29.9%)
III-F Partnership: - ----------------- Samson Resources Company 69,103 (31.2%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 69,103 (31.2%)
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 2005 and 2004, each Partnership paid the following audit fees:
2005 2004 ------- ------- Year-end audit per engagement letter $23,716 $21,560 1st quarter 10-Q review 925 825 2nd quarter 10-Q review 917 825 3rd quarter 10-Q review 917 825
Audit-Related Fees
During 2005 and 2004 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 2005 and 2004 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 2005 and 2004 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 AND FINANCIAL STATEMENT SCHEDULES
(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, 2005 and 2004 and for each of the three years in the period ended December 31, 2005 are filed as part of this report:
Report of Independent Registered Public Accounting Firm 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 filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2003, filed with the SEC on March 30, 2004 and is hereby incorporated by reference.
*4.11 Eighth Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-A dated October 27, 2005.
4.12 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.
4.13 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.
4.14 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.
4.15 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.
4.16 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.
4.17 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.
4.18 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.
4.19 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.
4.20 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.
4.21 Seventh Amendment to Agreement of Limited Partnership dated January 22, 2004, for the Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 30, 2004 and is hereby incorporated by reference.
*4.22 Eighth Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-B dated October 27, 2005.
4.23 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.
4.24 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.
4.25 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.
4.26 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.
4.27 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.
4.28 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.
4.29 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.
4.30 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.
4.31 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.
4.32 Seventh Amendment to Agreement of Limited Partnership dated January 22, 2004, for the Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.30 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 30, 2004 and is hereby incorporated by reference.
*4.33 Eighth Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-C dated October 27, 2005.
4.34 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.
4.35 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.
4.36 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.
4.37 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.
4.38 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.
4.39 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.
4.40 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.
4.41 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.
4.42 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.
4.43 Seventh Amendment to Agreement of Limited Partnership dated August 18, 2004 for the Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.40 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 30, 2004, and is hereby incorporated by reference.
*4.44 Eighth Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-D dated October 27, 2005.
4.45 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.
4.46 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.
4.47 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.
4.48 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.
4.49 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.
4.50 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.
4.51 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.
4.52 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.
4.53 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.
4.54 Seventh Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-E dated August 18, 2004, filed as Exhibit 4.53 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 30, 2005, and is hereby incorporated by reference.
*4.55 Eighth Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-E dated October 27, 2005.
4.56 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.
4.57 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.
4.58 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.
4.59 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.
4.60 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.
4.61 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.
4.62 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.
4.63 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.
4.64 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.
4.65 Seventh Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-F dated February 7, 2005, filed as Exhibit 4.60 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 30, 2004, and is hereby incorporated by reference.
*4.66 Eighth Amendment to Agreement of Limited Partnership
for the Geodyne Energy Income Limited Partnership III-F dated October 27, 2005.
*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.
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 29, 2006
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 29, 2006 -------------------- Director (Principal Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting March 29, 2006 -------------------- Officer (Principal Craig D. Loseke Accounting and Financial Officer)
//s//Judy K. Fox Secretary March 29, 2006 -------------------- Judy K. Fox
Item 8: Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 the Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A Balance Sheets December 31, 2005 and 2004
ASSETS ------ 2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,209,317 $1,038,719 Accounts receivable: Oil and gas sales 831,772 588,829 --------- --------- Total current assets $2,041,089 $1,627,548
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 775,391 761,804
DEFERRED CHARGE 190,240 187,958 --------- --------- $3,006,720 $2,577,310 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 126,411 $ 84,554 Gas imbalance payable 17,660 26,709 Asset retirement obligation - current (Note 1) 14,606 18,336 --------- --------- Total current liabilities $ 158,677 $ 129,599
LONG-TERM LIABILITIES: Accrued liability $ 27,120 $ 28,718 Asset retirement obligation (Note 1) 270,650 96,619 --------- --------- Total long-term liabilities $ 297,770 $ 125,337
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 59,217) ($ 88,506) Limited Partners, issued and outstanding, 263,976 Units 2,609,490 2,410,880 --------- --------- Total Partners' capital $2,550,273 $2,322,374 --------- --------- $3,006,720 $2,577,310 ========= =========
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, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ------------ REVENUES: Oil and gas sales $4,745,968 $4,137,900 $4,039,307 Interest income 19,441 6,549 5,800 Gain on sale of oil and gas properties - 1,399 - --------- --------- --------- $4,765,409 $4,145,848 $4,045,107
COSTS AND EXPENSES: Lease operating $ 699,570 $ 504,320 $ 527,306 Production tax 416,670 330,438 309,211 Depreciation, depletion, and amortization of oil and gas properties 173,536 165,482 186,388 General and administrative 319,762 313,621 315,566 --------- --------- --------- $1,609,538 $1,313,861 $1,338,471 --------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $3,155,871 $2,831,987 $2,706,636
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - ( 673) --------- --------- --------- NET INCOME $3,155,871 $2,831,987 $2,705,963 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 329,261 $ 297,437 $ 286,852 ========= ========= ========= LIMITED PARTNERS - NET INCOME $2,826,610 $2,534,550 $2,419,111 ========= ========= ========= NET INCOME per Unit $ 10.71 $ 9.60 $ 9.16 ========= ========= ========= 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, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 2,534,550 297,437 2,831,987 Cash distributions ( 2,337,000) ( 281,846) ( 2,618,846) --------- ------- ---------
Balance, Dec. 31, 2004 $2,410,880 ($ 88,506) $2,322,374 Net income 2,826,610 329,261 3,155,871 Cash distributions ( 2,628,000) ( 299,972) ( 2,927,972) --------- ------- ---------
Balance, Dec. 31, 2005 $2,609,490 ($ 59,217) $2,550,273 ========= ======= =========
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, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,155,871 $2,831,987 $2,705,963 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 673 Depreciation, depletion, and amortization of oil and gas properties 173,536 165,482 186,388 Settlement of asset retirement obligation - ( 165) - Gain on sale of oil and gas properties - ( 1,399) - Decrease in accounts receivable - related party - - 10 (Increase) decrease in accounts receivable - oil and gas sales ( 242,943) ( 79,554) 107,912 (Increase) decrease in deferred charge ( 2,282) 7,691 65,187 Increase (decrease) in accounts payable 43,321 ( 2,055) ( 9,631) Increase (decrease) in gas imbalance payable ( 9,049) 4,420 ( 5,182) Increase (decrease) in accrued liability ( 1,598) ( 5,328) 875 --------- --------- ---------
Net cash provided by operating activities $3,116,856 $2,921,079 $3,052,195 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 18,286) ($ 68,482) ($ 53,311) Proceeds from sale of oil and gas properties - 375 1,902 --------- --------- ---------
Net cash used by investing activities ($ 18,286) ($ 68,107) ($ 51,409) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,927,972) ($2,618,846) ($2,914,858) --------- --------- ---------
Net cash used by financing activities ($2,927,972) ($2,618,846) ($2,914,858) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 170,598 $ 234,126 $ 85,928
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $1,038,719 804,593 718,665 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,209,317 $1,038,719 $ 804,593 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 the Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B Balance Sheets December 31, 2005 and 2004
ASSETS ------ 2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 604,086 $ 556,249 Accounts receivable: Oil and gas sales 433,785 300,554 --------- --------- Total current assets $1,037,871 $ 856,803
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 414,293 402,168
DEFERRED CHARGE 125,644 120,451 --------- --------- $1,577,808 $1,379,422 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 76,295 $ 55,739 Gas imbalance payable 9,707 14,760 Asset retirement obligation - current (Note 1) 9,255 31,869 --------- --------- Total current liabilities $ 95,257 $ 102,368
LONG-TERM LIABILITIES: Accrued liability $ 9,664 $ 9,828 Asset retirement obligation (Note 1) 175,358 47,996 --------- --------- Total long-term liabilities $ 185,022 $ 57,824
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 35,041) ($ 58,429) Limited Partners, issued and outstanding, 138,336 Units 1,332,570 1,277,659 --------- --------- Total Partners' capital $1,297,529 $1,219,230 --------- --------- $1,577,808 $1,379,422 ========= =========
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, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ------------ REVENUES: Oil and gas sales $2,488,197 $2,130,453 $2,207,562 Interest income 9,610 3,114 2,971 --------- --------- --------- $2,497,807 $2,133,567 $2,210,533
COSTS AND EXPENSES: Lease operating $ 421,904 $ 309,872 $ 334,283 Production tax 232,374 176,618 174,948 Depreciation, depletion, and amortization of oil and gas properties 95,525 97,836 126,318 General and administrative 182,306 175,518 175,515 --------- --------- --------- $ 932,109 $ 759,844 $ 811,064 --------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,565,698 $1,373,723 $1,399,469
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - ( 586) --------- --------- --------- NET INCOME $1,565,698 $1,373,723 $1,398,883 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 246,787 $ 219,288 $ 227,153 ========= ========= ========= LIMITED PARTNERS - NET INCOME $1,318,911 $1,154,435 $1,171,730 ========= ========= =========
NET INCOME per Unit $ 9.53 $ 8.35 $ 8.47 ========= ========= =========
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, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 1,154,435 219,288 1,373,723 Cash distributions ( 1,055,000) ( 208,789) ( 1,263,789) --------- ------- ---------
Balance, Dec. 31, 2004 $1,277,659 ($ 58,429) $1,219,230 Net income 1,318,911 246,787 1,565,698 Cash distributions ( 1,264,000) ( 223,399) ( 1,487,399) --------- ------- ---------
Balance, Dec. 31, 2005 $1,332,570 ($ 35,041) $1,297,529 ========= ======= =========
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, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,565,698 $1,373,723 $1,398,883 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 586 Depreciation, depletion, and amortization of oil and gas properties 95,525 97,836 126,318 Settlement of asset retirement obligation - ( 701) - Decrease in accounts receivable - related party - - 7 (Increase) decrease in accounts receivable - oil and gas sales ( 133,231) ( 26,258) 72,368 (Increase) decrease in deferred charge ( 5,193) 7,966 55,865 Increase (decrease) in accounts payable 20,909 ( 2,383) ( 4,784) Increase (decrease) in gas imbalance payable ( 5,053) 3,049 ( 685) Increase (decrease) in accrued liability ( 164) ( 3,918) 1,228 --------- --------- ---------
Net cash provided by operating activities $1,538,491 $1,449,314 $1,649,786 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 3,255) ($ 46,547) ($ 32,726) Proceeds from sale of oil and gas properties - - 984 --------- --------- ---------
Net cash used by investing activities ($ 3,255) ($ 46,547) ($ 31,742) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,487,399) ($1,263,789) ($1,598,527) --------- --------- ---------
Net cash used by financing activities ($1,487,399) ($1,263,789) ($1,598,527) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 47,837 $ 138,978 $ 19,517
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 556,249 417,271 397,754 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 604,086 $ 556,249 $ 417,271 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 the Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C Balance Sheets December 31, 2005 and 2004
ASSETS ------
2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,013,378 $ 682,792 Accounts receivable: Oil and gas sales 884,091 583,009 --------- --------- Total current assets $1,897,469 $1,265,801
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,544,711 1,475,924
DEFERRED CHARGE 62,603 48,684 --------- --------- $3,504,783 $2,790,409 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 263,892 $ 123,591 Gas imbalance payable 76,928 83,181 Asset retirement obligation - current (Note 1) 19,679 38,950 --------- --------- Total current liabilities $ 360,499 $ 245,722
LONG-TERM LIABILITIES: Accrued liability $ 124,681 $ 170,532 Asset retirement obligation (Note 1) 355,551 165,722 --------- --------- Total long-term liabilities $ 480,232 $ 336,254
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 105,515) ($ 136,932) Limited Partners, issued and outstanding, 244,536 Units 2,769,567 2,345,365 --------- --------- Total Partners' capital $2,664,052 $2,208,433 --------- --------- $3,504,783 $2,790,409 ========= =========
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, 2005, 2004, and 2003
2005 2004 2003 ---------- ------------ ---------- REVENUES: Oil and gas sales $4,234,809 $3,334,518 $3,601,398 Interest income 17,355 5,295 4,707 Gain (loss) on sale of oil and gas properties - ( 891) 16,854 Other income 2,541 - - --------- --------- --------- $4,254,705 $3,338,922 $3,622,959 COSTS AND EXPENSES: Lease operating $ 679,289 $ 625,598 $ 617,922 Production tax 285,154 234,264 250,353 Depreciation, depletion, and amortization of oil and gas properties 229,070 442,183 204,186 General and administrative 297,767 291,575 293,086 --------- --------- --------- $1,491,280 $1,593,620 $1,365,547 --------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $2,763,425 $1,745,302 $2,257,412
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 2,317 --------- --------- --------- NET INCOME $2,763,425 $1,745,302 $2,259,729 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 295,223 $ 213,797 $ 243,670 ========= ========= ========= LIMITED PARTNERS - NET INCOME $2,468,202 $1,531,505 $2,016,059 ========= ========= =========
NET INCOME per Unit $ 10.09 $ 6.26 $ 8.24 ========= ========= =========
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, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 1,531,505 213,797 1,745,302 Cash distributions ( 1,729,000) ( 197,249) ( 1,926,249) --------- ------- ---------
Balance, Dec. 31, 2004 $2,345,365 ($136,932) $2,208,433 Net income 2,468,202 295,223 2,763,425 Cash distributions ( 2,044,000) ( 263,806) ( 2,307,806) --------- ------- ---------
Balance, Dec. 31, 2005 $2,769,567 ($105,515) $2,664,052 ========= ======= =========
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, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,763,425 $1,745,302 $2,259,729 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, depletion, and amortization of oil and gas properties 229,070 442,183 204,186 (Gain) loss on sale of oil and gas properties - 891 ( 16,854) Settlement of asset retirement obligation - ( 131) - (Increase) decrease in accounts receivable - oil and gas sales ( 301,082) ( 136,151) 71,516 (Increase) decrease in deferred charge ( 13,919) 4,533 4,650 Increase (decrease) in accounts payable 118,382 15,711 ( 66,036) Increase (decrease) in gas imbalance payable ( 6,253) 44,994 ( 5,736) Increase (decrease) in accrued liability ( 45,851) ( 32,226) 6,591 --------- --------- ---------
Net cash provided by operating activities $2,743,772 $2,085,106 $2,455,729 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 105,380) ($ 187,506) ($ 21,609) Proceeds from sale of oil and gas properties - - 34,411 --------- --------- ---------
Net cash provided (used) by investing activities ($ 105,380) ($ 187,506) $ 12,802 --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,307,806) ($1,926,249) ($2,237,514) --------- --------- ---------
Net cash used by financing activities ($2,307,806) ($1,926,249) ($2,237,514) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 330,586 ($ 28,649) $ 231,017
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 682,792 711,441 480,424 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,013,378 $ 682,792 $ 711,441 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 the Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D Balance Sheets December 31, 2005 and 2004
ASSETS ------
2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 547,247 $ 432,834 Accounts receivable: Oil and gas sales 527,187 340,185 --------- --------- Total current assets $1,074,434 $ 773,019
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 651,461 589,161
DEFERRED CHARGE 15,342 8,429 --------- --------- $1,741,237 $1,370,609 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 155,178 $ 131,321 Gas imbalance payable 42,943 41,607 Asset retirement obligation - current (Note 1) 17,420 11,975 --------- --------- Total current liabilities $ 215,541 $ 184,903
LONG-TERM LIABILITIES: Accrued liability $ 153,747 $ 191,685 Asset retirement obligation (Note 1) 186,678 97,207 --------- --------- Total long-term liabilities $ 340,425 $ 288,892
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 29,279) ($ 55,158) Limited Partners, issued and outstanding, 131,008 Units 1,214,550 951,972 --------- --------- Total Partners' capital $1,185,271 $ 896,814 --------- --------- $1,741,237 $1,370,609 ========= =========
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, 2005, 2004, and 2003
2005 2004 2003 ---------- ------------ ---------- REVENUES: Oil and gas sales $2,468,778 $1,894,897 $2,114,596 Interest income 9,619 3,313 2,723 Gain (loss) on sale of oil and gas properties - ( 128) 10,701 Other income 364 - - --------- --------- --------- $2,478,761 $1,898,082 $2,128,020 COSTS AND EXPENSES: Lease operating $ 430,119 $ 361,742 $ 381,051 Production tax 166,085 132,611 147,379 Depreciation, depletion, and amortization of oil and gas properties 118,445 96,020 97,024 General and administrative 173,805 171,351 167,388 --------- --------- --------- $ 888,454 $ 761,724 $ 792,842 --------- --------- ---------
INCOME FROM CONTINUING OPERATIONS $1,590,307 $1,136,358 $1,335,178 --------- --------- ---------
Income (loss) from discontinued operations (Note 6) - ( 96,495) 111,356
Gain on disposal of discontinued operations (Note 6) - 10,368 - --------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,590,307 $1,050,231 $1,446,534
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 2,875 --------- --------- ---------
NET INCOME $1,590,307 $1,050,231 $1,449,409 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 168,729 $ 113,587 $ 155,435 ========= ========= ========= LIMITED PARTNERS - NET INCOME $1,421,578 $ 936,644 $1,293,974 ========= ========= =========
NET INCOME per Unit $ 10.85 $ 7.15 $ 9.88 ========= ========= =========
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, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 936,644 113,587 1,050,231 Cash distributions ( 1,114,000) ( 121,184) ( 1,235,184) --------- ------- ---------
Balance, Dec. 31, 2004 $ 951,972 ($ 55,158) $ 896,814 Net income 1,421,578 168,729 1,590,307 Cash distributions ( 1,159,000) ( 142,850) ( 1,301,850) --------- ------- ---------
Balance, Dec. 31, 2005 $1,214,550 ($ 29,279) $1,185,271 ========= ======= =========
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, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,590,307 $1,050,231 $1,449,409 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, depletion, and amortization of oil and gas properties 118,445 98,838 122,507 (Gain) loss on sale of oil and gas properties - 128 ( 10,701) Gain on disposal of discontinued operations (Note 6) - ( 10,368) - Settlement of asset retirement obligation - ( 17) - (Increase) decrease in accounts receivable - oil and gas sales ( 187,002) ( 719) 46,558 (Increase) decrease in deferred charge ( 6,913) 1,523 997 Increase (decrease) in accounts payable ( 16,403) 45,198 ( 88,096) Increase in gas imbalance payable 1,336 36,418 5,189 Decrease in accrued liability ( 37,938) ( 55,619) ( 4,494) --------- --------- --------- Net cash provided by operating activities $1,461,832 $1,165,613 $1,518,494 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 45,569) ($ 24,743) ($ 6,141) Proceeds from sale of oil and gas properties - - 23,232 Proceeds from disposal of discontinued operations (Note 6) - 88,586 - --------- --------- ---------
Net cash provided (used) by investing activities ($ 45,569) $ 63,843 $ 17,091 --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,301,850) ($1,235,184) ($1,403,047) --------- --------- ---------
Net cash used by financing activities ($1,301,850) ($1,235,184) ($1,403,047) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 114,413 ($ 5,728) $ 132,538
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 432,834 438,562 306,024 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 547,247 $ 432,834 $ 438,562 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 the Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E Balance Sheets December 31, 2005 and 2004
ASSETS ------
2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,460,559 $1,413,497 Accounts receivable: Oil and gas sales 1,272,925 849,754 --------- --------- Total current assets $2,733,484 $2,263,251
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,981,508 1,942,054
DEFERRED CHARGE 40,254 48,978 --------- --------- $4,755,246 $4,254,283 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 324,885 $ 768,152 Gas imbalance payable 16,538 5,643 Asset retirement obligation - current (Note 1) 23,971 28,411 --------- --------- Total current liabilities $ 365,394 $ 802,206
LONG-TERM LIABILITIES: Accrued liability $ 254,420 $ 301,594 Asset retirement obligation (Note 1) 413,791 188,764 --------- --------- Total long-term liabilities $ 668,211 $ 490,358
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 197,010) ($ 316,058) Limited Partners, issued and outstanding, 418,266 Units 3,918,651 3,277,777 --------- --------- Total Partners' capital $3,721,641 $2,961,719 --------- --------- $4,755,246 $4,254,283 ========= =========
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, 2005, 2004, and 2003
2005 2004 2003 ---------- ------------ ---------- REVENUES: Oil and gas sales $6,027,303 $4,633,713 $4,472,543 Interest income 24,217 10,677 5,786 Gain on sale of oil and gas properties - - 76,301 --------- --------- --------- $6,051,520 $4,644,390 $4,554,630
COSTS AND EXPENSES: Lease operating $1,108,841 $ 994,188 $1,047,478 Production tax 409,955 365,443 278,317 Depreciation, depletion, and amortization of oil and gas properties 339,544 196,510 221,181 General and administrative 489,834 488,702 487,927 --------- --------- --------- $2,348,174 $2,044,843 $2,034,903 --------- --------- ---------
INCOME FROM CONTINUING OPERATIONS $3,703,346 $2,599,547 $2,519,727 --------- --------- --------- Income (loss) from discontinued operations (Note 6) - ( 687,645) 785,456
Gain on disposal of discontinued operations (Note 6) - 88,757 - --------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $3,703,346 $2,000,659 $3,305,183
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 2,725 --------- --------- ---------
NET INCOME $3,703,346 $2,000,659 $3,307,908 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 398,472 $ 218,415 $ 367,060 ========= ========= ========= LIMITED PARTNERS - NET INCOME $3,304,874 $1,782,244 $2,940,848 ========= ========= =========
NET INCOME per Unit $ 7.90 $ 4.26 $ 7.03 ========= ========= =========
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, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 1,782,244 218,415 2,000,659 Cash distributions ( 2,807,000) ( 357,239) ( 3,164,239) --------- ------- ---------
Balance, Dec. 31, 2004 $3,277,777 ($316,058) $2,961,719 Net income 3,304,874 398,472 3,703,346 Cash distributions ( 2,664,000) ( 279,424) ( 2,943,424) --------- ------- ---------
Balance, Dec. 31, 2005 $3,918,651 ($197,010) $3,721,641 ========= ======= =========
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, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,703,346 $2,000,659 $3,307,908 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, depletion, and amortization of oil and gas properties 339,544 215,745 412,149 Gain on sale of oil and gas properties - - ( 76,301) Gain on disposal of discontinued operations (Note 6) - ( 88,757) - Settlement of asset retirement obligation ( 345) ( 319) ( 1,848) (Increase) decrease in accounts receivable - oil and gas sales ( 423,171) 237,935 ( 162,862) Decrease in deferred charge 8,724 718 19,480 Increase (decrease) in accounts payable ( 500,913) 342,489 ( 331,565) Decrease in accrued liability - other - - ( 122,289) Increase in gas imbalance payable 10,895 2,907 - Increase (decrease) in accrued liability ( 47,174) ( 41,237) 14,199 --------- --------- ---------
Net cash provided by operating activities $3,090,906 $2,670,140 $3,056,146 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 100,420) ($ 237,849) ($ 21,436) Proceeds from sale of oil and gas properties - - 101,704 Proceeds from disposal of discontinued operations (Note 6) - 632,221 - --------- --------- ---------
Net cash provided (used) by investing activities ($ 100,420) $ 394,372 $ 80,268 --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,943,424) ($3,164,239) ($2,424,610) --------- --------- ---------
Net cash used by financing activities ($2,943,424) ($3,164,239) ($2,424,610) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 47,062 ($ 99,727) $ 711,804
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,413,497 1,513,224 801,420 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,460,559 $1,413,497 $1,513,224 ========= ========= =========
The accompanying notes are an integral part of these financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 the Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F Balance Sheets December 31, 2005 and 2004
ASSETS ------ 2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,062,866 $ 696,460 Accounts receivable: Oil and gas sales 797,469 548,005 --------- --------- Total current assets $1,860,335 $1,244,465
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,680,470 1,727,931
DEFERRED CHARGE 17,132 21,947 --------- --------- $3,557,937 $2,994,343 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 176,398 $ 92,446 Gas imbalance payable 13,857 4,721 Asset retirement obligation - current (Note 1) 1,948 8,552 --------- --------- Total current liabilities $ 192,203 $ 105,719
LONG-TERM LIABILITIES: Accrued liability $ 84,584 $ 105,877 Asset retirement obligation (Note 1) 276,256 141,647 --------- --------- Total long-term liabilities $ 360,840 $ 247,524
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 126,897) ($ 142,055) Limited Partners, issued and outstanding, 221,484 Units 3,131,791 2,783,155 --------- --------- Total Partners' capital $3,004,894 $2,641,100 --------- --------- $3,557,937 $2,994,343 ========= =========
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, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ---------- REVENUES: Oil and gas sales $3,867,955 $2,941,732 $2,479,778 Interest income 15,044 3,841 2,295 --------- --------- --------- $3,882,999 $2,945,573 $2,482,073
COSTS AND EXPENSES: Lease operating $ 629,921 $ 569,410 $ 615,422 Production tax 207,776 157,277 139,080 Depreciation, depletion, and amortization of oil and gas properties 207,776 161,752 215,975 General and administrative 273,110 266,912 267,876 --------- --------- --------- $1,318,583 $1,155,351 $1,238,353 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $2,564,416 $1,790,222 $1,243,720
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 3,712 --------- --------- ---------
NET INCOME $2,564,416 $1,790,222 $1,247,432 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 135,780 $ 95,789 $ 70,747 ========= ========= ========= LIMITED PARTNERS - NET INCOME $2,428,636 $1,694,433 $1,176,685 ========= ========= =========
NET INCOME per Unit $ 10.97 $ 7.65 $ 5.31 ========= ========= =========
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, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 1,694,433 95,789 1,790,222 Cash distributions ( 1,286,000) ( 81,488) ( 1,367,488) --------- ------- ---------
Balance, Dec. 31, 2004 $2,783,155 ($142,055) $2,641,100 Net income 2,428,636 135,780 2,564,416 Cash distributions ( 2,080,000) ( 120,622) ( 2,200,622) --------- ------- ---------
Balance, Dec. 31, 2005 $3,131,791 ($126,897) $3,004,894 ========= ======= =========
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, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,564,416 $1,790,222 $1,247,432 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, depletion, and amortization of oil and gas properties 207,776 161,752 215,975 Settlement of asset retirement obligation - - ( 903) Increase in accounts receivable - oil and gas sales ( 249,464) ( 195,540) ( 4,165) Decrease in deferred charge 4,815 290 7,709 Increase (decrease) in accounts payable 84,991 ( 12,362) ( 21,845) Decrease in accrued liability - other - - ( 102,690) Increase in gas imbalance payable 9,136 2,426 - Increase (decrease) in accrued liability ( 21,293) ( 25,891) 13,763 --------- --------- ---------
Net cash provided by operating activities $2,600,377 $1,720,897 $1,351,564 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 33,349) ($ 180,521) ($ 16,762) Proceeds from sale of oil and gas properties - 1,654 17,010 --------- --------- ---------
Net cash provided (used) by investing activities ($ 33,349) ($ 178,867) $ 248 --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,200,622) ($1,367,488) ($1,114,482) --------- --------- ---------
Net cash used by financing activities ($2,200,622) ($1,367,488) ($1,114,482) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 366,406 $ 174,542 $ 237,330
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 696,460 521,918 284,588 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,062,866 $ 696,460 $ 521,918 ========= ========= =========
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, 2005, 2004, and 2003
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 Partnerships for the fourth 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 4 November 22, 2007 III-B January 24, 2000 4 December 31, 2007 III-C February 28, 2000 4 December 31, 2007 III-D September 5, 2000 4 December 31, 2007 III-E December 26, 2000 4 December 31, 2007 III-F March 7, 2001 4 December 31, 2007
The General Partner has not determined whether it will further extend the term of any Partnership.
An affiliate of the General Partner owned the following Units at December 31, 2005:
Number of Percent of Partnership Units Owned Outstanding ----------- ----------- -----------
III-A 66,383 25.2% III-B 33,507 24.2% III-C 68,554 28.0% III-D 37,728 28.8% III-E 124,534 29.8% III-F 68,853 31.1%
The Partnerships' sole business is the development and production of oil and gas. Substantially all of the Partnerships' gas production is 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(1) 5%/95%
- ----------------- (1) The III-F Partnership achieved payout during the first quarter of 2006. After payout, operations and revenues for the III-F Partnership will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners.
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, 2005, 2004, and 2003 were as follows:
Partnership 2005 2004 2003(1) ----------- ----- ----- -------
III-A $1.78 $1.45 $1.42 III-B 1.90 1.71 1.76 III-C 2.40 4.38 1.63 III-D 2.09 1.68 1.28 III-E 2.48 1.37 1.36 III-F 2.51 1.83 2.41
- ---------------- (1) The amounts for the III-D and III-E Partnerships have been restated to reflect the sale of the Jay Field during 2004 as a discontinued operation. See Note 6 for more information about this discontinued operation.
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, 2005. 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, 2005 and 2004, 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:
2005 2004 -------------------- -------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
III-A 217,477 $190,240 216,217 $187,958 III-B 110,907 125,644 108,897 120,451 III-C 92,496 62,603 82,810 48,684 III-D 12,461 15,342 8,260 8,429 III-E 20,422 40,254 24,848 48,978 III-F 15,507 17,132 19,865 21,947
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, 2005 and 2004, 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:
2005 2004 -------------------- -------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
III-A 31,198 $ 27,120 33,036 $ 28,718 III-B 8,738 9,664 8,886 9,828 III-C 204,788 124,681 280,099 170,532 III-D 150,673 153,747 187,853 191,685 III-E 129,075 254,420 153,008 301,594 III-F 76,561 84,584 95,834 105,877
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 for which the Partnerships are currently settling this liability. At December 31, 2005 and 2004 total sales exceeded the Partnerships' share of estimated total gas reserves as follows:
2005 2004 ------------------- ------------------- Partnership Mcf Amount Mcf Amount ----------- ------ ------- ------ -------
III-A 11,773 $17,660 17,806 $26,709 III-B 6,471 9,707 9,840 14,760 III-C 52,079 76,928 55,454 83,181 III-D 28,742 42,943 27,738 41,607 III-E 11,025 16,538 3,762 5,643 III-F 9,238 13,857 3,147 4,721
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.
Asset Retirement Obligation
The Partnerships' wells must be properly plugged and abandoned after their oil and gas reserves are exhausted. FAS No. 143 requires the estimated plugging and abandonment obligations to be recognized in the period in which they are incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of fair value can be made and to be capitalized as part of the carrying amount of the well. Estimated abandonment dates will be revised in the future based on changes to related economic lives, which vary with product prices and production costs. Estimated plugging costs may also be adjusted to reflect changing industry experience. On January 1, 2003, the Partnerships adopted FAS No. 143 "Accounting for Asset Retirement Obligations" 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. During the year ended December 31, 2005, the Partnerships asset retirement obligations were revised upward due to an increase in both the labor and rig costs associated with plugging wells. Cash flows would not be affected until wells are actually plugged and abandoned.
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, 2005, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships recognized approximately $81,000, $52,000, $71,000, $44,000, $96,000, and $38,000, 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 years ended December 31, 2005 and 2004 are as shown below.
III-A Partnership -----------------
2005 2004 ---------- ------------ Total Asset Retirement Obligation, January 1 $114,955 $ 114,993 Revisions 157,334 466 Settlements and disposals - ( 4,865) Accretion expense 12,967 4,361 ------- --------- Total Asset Retirement Obligation, December 31 $285,256 $ 114,955 ======= ========= Asset Retirement Obligation - Current $ 14,606 $ 18,336 Asset Retirement Obligation - Long-Term 270,650 96,619
III-B Partnership -----------------
2005 2004 ---------- ------------ Total Asset Retirement Obligation, January 1 $ 79,865 $ 83,211 Revisions 96,512 ( 2,532) Settlements and disposals - ( 3,801) Accretion expense 8,236 2,987 ------- --------- Total Asset Retirement Obligation, December 31 $184,613 $ 79,865 ======= ========= Asset Retirement Obligation - Current $ 9,255 $ 31,869 Asset Retirement Obligation - Long-Term 175,358 47,996
III-C Partnership -----------------
2005 2004 ---------- ------------ Total Asset Retirement Obligation, January 1 $204,672 $ 194,453 Additions 1,809 2,307 Revisions 152,220 171 Settlements and disposals - ( 131) Accretion expense 16,529 7,872 ------- --------- Total Asset Retirement Obligation, December 31 $375,230 $ 204,672 ======= ========= Asset Retirement Obligation - Current $ 19,679 $ 38,950 Asset Retirement Obligation - Long-Term 355,551 165,722
III-D Partnership -----------------
2005 2004 ---------- ------------ Total Asset Retirement Obligation, January 1 $109,182 $ 314,031 Additions 592 1,054 Revisions 85,391 - Settlements and disposals - ( 17) Accretion expense 8,933 6,941 Discontinued operations - ( 212,827) ------- --------- Total Asset Retirement Obligation, December 31 $204,098 $ 109,182 ======= ========= Asset Retirement Obligation - Current $ 17,420 $ 11,975 Asset Retirement Obligation - Long-Term 186,678 97,207
III-E Partnership -----------------
2005 2004 ---------- ------------ Total Asset Retirement Obligation, January 1 $217,175 $1,768,863 Additions 750 922 Revisions 205,703 - Settlements and disposals ( 5,091) ( 6,252) Accretion expense 19,225 27,245 Discontinued operations - ( 1,573,603) ------- --------- Total Asset Retirement Obligation, December 31 $437,762 $ 217,175 ======= ========= Asset Retirement Obligation - Current $ 23,971 $ 28,411 Asset Retirement Obligation - Long-Term 413,791 188,764
III-F Partnership -----------------
2005 2004 ---------- ------------ Total Asset Retirement Obligation, January 1 $150,199 $ 142,977 Additions - 774 Revisions 114,910 - Accretion expense 13,095 6,448 ------- --------- Total Asset Retirement Obligation, December 31 $278,204 $ 150,199 ======= ========= Asset Retirement Obligation - Current $ 1,948 $ 8,552 Asset Retirement Obligation - Long-Term 276,256 141,647
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, 2005, 2004, and 2003:
Partnership 2005 2004 2003 ----------- -------- -------- --------
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.
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 2005, 2004, and 2003:
Partnership Purchaser Percentage ----------- ------------------------ -------------------------- 2005 2004 2003 ----- ----- -----
III-A ConocoPhillips Company ("ConocoPhillips") 29.7% - - Gulfterra Central Point Allocation ("Gulfterra") 23.2% 12.2% - Eaglwing Trading, Inc. ("Eaglwing") - 26.9% 27.0% Valero Industrial Gas L.P. ("Valero") - - 23.9%
III-B ConocoPhillips 37.6% - - Gulfterra 20.8% 11.0% - Eaglwing - 33.8% 32.0% Valero - - 20.3%
III-C ONEOK Texas Energy Resources ("ONEOK") 19.1% 13.4% - Duke Energy Field Services, Inc. ("Duke") 16.9% 18.3% 19.6% Cinergy Marketing Company ("Cinergy") 10.4% 14.5% 23.2% Enogex Services Corporation 10.3% 11.5% - ONEOK Field Services Company ("ONEOK FSC") - 13.3% 17.7%
III-D ONEOK 28.3% 18.0% - Cinergy 14.9% 19.1% 28.1% Duke 13.8% 14.1% 14.5% Eaglwing - 16.2% 23.9% ONEOK FSC - 10.8% 15.2%
III-E Duke 18.2% 15.1% 13.7% Red Desert Central Point Allocation ("Red Desert") 17.5% - - Sempra Energy Trading Corp. ("Sempra") 16.2% 11.6% - Hunt Crude Oil Supply Company 13.9% 10.4% - Eaglwing - 24.4% 36.1% Mountain Gas Resources, Inc. ("Mountain") - 13.5% -
III-F Red Desert 21.9% - - Sempra 20.4% 19.8% - Eaglwing 17.0% 18.4% 15.4% Duke 14.1% 14.7% 17.3% Mountain - 23.1% 19.7%
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, 2005 and 2004 were as follows:
III-A Partnership -----------------
2005 2004 ------------- -------------
Proved properties $15,679,530 $15,505,374
Less accumulated depreciation, depletion, amortization, and valuation allowance ( 14,904,139) ( 14,743,570) ---------- ---------- Net oil and gas properties $ 775,391 $ 761,804 ========== ==========
III-B Partnership -----------------
2005 2004 ------------- ------------- Proved properties $ 9,378,899 $ 9,271,100
Less accumulated depreciation, depletion, amortization, and valuation allowance ( 8,964,606) ( 8,868,932) ---------- ---------- Net oil and gas properties $ 414,293 $ 402,168 ========== ==========
III-C Partnership -----------------
2005 2004 ------------- ------------- Proved properties $17,887,094 $18,190,059
Less accumulated depreciation, depletion, amortization, and valuation allowance ( 16,342,383) ( 16,714,135) ---------- ----------
Net oil and gas properties $ 1,544,711 $ 1,475,924 ========== ==========
III-D Partnership -----------------
2005 2004 ------------- ------------- Proved properties $ 9,388,350 $ 9,297,180
Less accumulated depreciation, depletion, amortization, and valuation allowance ( 8,736,889) ( 8,708,019) ---------- ----------
Net oil and gas properties $ 651,461 $ 589,161 ========== ==========
III-E Partnership -----------------
2005 2004 ------------- ------------- Proved properties $21,182,856 $20,848,695
Less accumulated depreciation, depletion, amortization, and valuation allowance ( 19,201,348) ( 18,906,641) ---------- ----------
Net oil and gas properties $ 1,981,508 $ 1,942,054 ========== ==========
III-F Partnership -----------------
2005 2004 ------------- ------------- Proved properties $14,020,664 $13,873,444
Less accumulated depreciation, depletion, amortization, and valuation allowance ( 12,340,194) ( 12,145,513) ---------- ----------
Net oil and gas properties $ 1,680,470 $ 1,727,931 ========== ==========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas acquisition or exploration activities during the years ended December 31, 2005, 2004, and 2003. Costs incurred by the Partnerships in connection with oil and gas property development activities for the years ended December 31, 2005, 2004, and 2003 were as follows:
Partnership 2005(1) 2004 2003(2) ----------- -------- -------- ----------
III-A $ 16,822 $ 78,142 $ 53,311 III-B 2,903 52,376 32,726 III-C 127,299 217,479 21,609 III-D 85,828 27,306 209,710 III-E 158,067 245,429 1,529,844 III-F 32,310 188,433 16,762
---------------- (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 $157,000, $97,000, $152,000, $85,000, $206,000, and $115,000, respectively, recorded as a revision in FAS No. 143 during 2005 due to an increase in both the labor and rig costs associated with plugging wells.
(2) 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, 2005, 2004, and 2003 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, 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 Production ( 37,123) ( 460,303) Sale of minerals in place ( 78) - Extensions and discoveries 1,037 3,108 Revision of previous estimates 20,356 190,454 ------- ---------
Proved reserves, Dec. 31, 2004 123,403 3,772,737 Production ( 33,008) ( 388,410) Extensions and discoveries 366 12,296 Revision of previous estimates 5,974 87,225 ------- ---------
Proved reserves, Dec. 31, 2005 96,735 3,483,848 ======= =========
PROVED DEVELOPED RESERVES: December 31, 2003 134,026 3,989,058 ======= ========= December 31, 2004 118,462 3,722,768 ======= ========= December 31, 2005 96,735 3,483,848 ======= =========
III-B Partnership -----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
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 Production ( 25,395) ( 190,781) Extensions and discoveries 684 2,050 Revision of previous estimates 11,766 67,962 ------- ---------
Proved reserves, Dec. 31, 2004 74,694 1,557,071 Production ( 22,648) ( 165,378) Extensions and discoveries 235 5,798 Revision of previous estimates 8,310 11,469 ------- ---------
Proved reserves, Dec. 31, 2005 60,591 1,408,960 ======= =========
PROVED DEVELOPED RESERVES: December 31, 2003 84,217 1,644,581 ======= ========= December 31, 2004 71,435 1,524,111 ======= ========= December 31, 2005 60,591 1,408,960 ======= =========
III-C Partnership -----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
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 Production ( 9,551) ( 548,555) Sale of minerals in place ( 6) - Extensions and discoveries 4 37,754 Revision of previous estimates ( 8,492) ( 205,801) ------- ---------
Proved reserves, Dec. 31, 2004 81,674 4,632,503 Production ( 9,614) ( 514,302) Extensions and discoveries 998 190,272 Revision of previous estimates 16,232 395,968 ------- ---------
Proved reserves, Dec. 31, 2005 89,290 4,704,441 ======= =========
PROVED DEVELOPED RESERVES: December 31, 2003 99,719 5,349,105 ======= ========= December 31, 2004 81,674 4,632,503 ======= ========= December 31, 2005 89,290 4,704,441 ======= =========
III-D Partnership -----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
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 Production ( 8,411) ( 293,250) Sale of minerals in place ( 72,676) ( 14,536) Extensions and discoveries - 5,525 Revision of previous estimates 5,116 59,608 ------- ---------
Proved reserves, Dec. 31, 2004 81,073 2,409,961 Production ( 8,611) ( 288,655) Extensions and discoveries 780 106,658 Revision of previous estimates 10,635 179,304 ------- ---------
Proved reserves, Dec. 31, 2005 83,877 2,407,268 ======= =========
PROVED DEVELOPED RESERVES: December 31, 2003 157,044 2,652,614 ======= ========= December 31, 2004 81,073 2,409,961 ======= ========= December 31, 2005 83,877 2,407,268 ======= =========
III-E Partnership -----------------
Crude Natural Oil Gas (Barrels) (Mcf) ----------- ------------
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 Production ( 22,653) ( 720,487) Sale of minerals in place ( 518,676) ( 103,734) Extensions and discoveries 1,189 11,923 Revision of previous estimates 23,724 686,430 --------- ---------
Proved reserves, Dec. 31, 2004 158,508 6,440,079 Production ( 23,561) ( 678,857) Extensions and discoveries 4,692 114,219 Revision of previous estimates 10,556 ( 565,732) --------- ---------
Proved reserves, Dec. 31, 2005 150,195 5,309,709 ========= =========
PROVED DEVELOPED RESERVES: December 31, 2003 674,924 6,565,947 ========= ========= December 31, 2004 158,508 6,440,079 ========= ========= December 31, 2005 150,195 5,309,709 ========= =========
III-F Partnership -----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
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 Production ( 20,252) ( 408,746) Extensions and discoveries 1,000 10,015 Revision of previous estimates ( 26,170) 57,073 ------- ---------
Proved reserves, Dec. 31, 2004 314,866 4,140,725 Production ( 18,967) ( 382,034) Extensions and discoveries 3,395 94,386 Revision of previous estimates 37,936 ( 348,684) ------- ---------
Proved reserves, Dec. 31, 2005 337,230 3,504,393 ======= =========
PROVED DEVELOPED RESERVES: December 31, 2003 360,288 4,482,383 ======= ========= December 31, 2004 314,866 4,140,725 ======= ========= December 31, 2005 337,230 3,504,393 ======= =========
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2005 and 2004 are as follows:
III-A Partnership -----------------
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ----------
Total Revenues $1,037,577 $1,140,511 $1,213,351 $1,373,970 Gross Profit (1) 675,229 926,537 915,106 1,132,297 Net Income 556,276 830,295 781,003 988,297 Limited Partners' Net Income Per Unit 1.89 2.82 2.65 3.35
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ----------
Total Revenues $1,006,298 $1,087,980 $1,026,563 $1,025,007 Gross Profit (1) 773,904 873,995 837,270 825,921 Net Income 622,304 732,552 737,004 740,127 Limited Partners' Net Income Per Unit 2.10 2.48 2.50 2.52
- ------------------ (1) Total revenues less oil and gas production expenses.
III-B Partnership -----------------
-------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- -------- --------- --------
Total Revenues $527,145 $607,235 $640,609 $722,818 Gross Profit (1) 309,905 489,221 455,615 588,788 Net Income 245,125 437,673 366,126 516,774 Limited Partners' Net Income Per Unit 1.50 2.68 2.20 3.15
-------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- -------- -------- --------
Total Revenues $489,830 $552,921 $546,524 $544,292 Gross Profit (1) 357,945 423,402 434,255 431,475 Net Income 269,151 338,410 380,123 386,039 Limited Partners' Net Income Per Unit 1.61 2.05 2.32 2.37
- -------------------- (1) Total revenues less oil and gas production expenses.
III-C Partnership -----------------
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- -------- ---------- ----------
Total Revenues $958,669 $987,037 $1,128,339 $1,180,660 Gross Profit (1) 737,517 834,492 889,661 828,592 Net Income 595,963 724,628 714,044 728,790 Limited Partners' Net Income Per Unit 2.18 2.65 2.59 2.67
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- -------- ---------- ----------
Total Revenues $849,402 $880,487 $ 693,167 $ 915,866 Gross Profit (1) 659,593 682,348 483,784 653,335 Net Income 528,360 545,890 218,968 452,084 Limited Partners' Net Income Per Unit 1.92 1.99 .74 1.61
- -------------------- (1) Total revenues less oil and gas production expenses.
III-D Partnership -----------------
--------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- --------- ---------- ---------
Total Revenues $536,707 $559,349 $650,556 $732,149 Gross Profit (1) 411,984 470,125 508,952 491,496 Net Income 336,801 409,922 433,982 409,602 Limited Partners' Net Income Per Unit 2.30 2.81 2.95 2.79
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- ---------- ---------- ----------
Total Revenues $504,384 $490,233 $398,216 $505,249 Gross Profit (1) 389,210 416,192 254,565 343,762 Income from Continuing Operations 323,806 326,554 201,445 284,553 Income(Loss) from Dis- continued Operations 2,288 ( 12,922) ( 67,866) ( 7,627) Net Income 326,094 313,632 133,579 276,926 Limited Partners' Net Income Per Unit 2.22 2.13 .91 1.89
- ---------------------- (1) Total revenues less oil and gas production expenses.
III-E Partnership -----------------
-------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ----------- ------------ ------------
Total Revenues $1,221,233 $1,359,895 $1,543,048 $1,927,344 Gross Profit (1) 862,265 1,051,947 1,170,903 1,447,609 Net Income 680,961 893,012 902,553 1,226,820 Limited Partners' Net Income Per Unit 1.46 1.91 1.91 2.62
-------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ----------- ------------- ------------
Total Revenues $1,137,562 $1,133,811 $1,107,254 $1,265,763 Gross Profit (1) 826,371 836,552 790,858 830,978 Income from Continuing Operations 668,551 668,873 603,665 658,458 Income (Loss) from Dis- continued Operations 17,093 ( 77,220) ( 484,339)( 54,422) Net Income 685,644 591,653 119,326 604,036 Limited Partners' Net Income Per Unit 1.46 1.27 .24 1.29
- ---------------------------- (1) Total revenues less oil and gas production expenses.
III-F Partnership -----------------
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- -------- ---------- ----------
Total Revenues $822,537 $814,563 $1,024,555 $1,221,344 Gross Profit (1) 614,687 651,492 815,930 963,193 Net Income 494,393 549,114 699,066 821,843 Limited Partners' Net Income Per Unit 2.11 2.35 2.99 3.52
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- -------- ---------- ----------
Total Revenues $646,107 $709,781 $ 753,476 $ 836,209 Gross Profit (1) 467,124 539,008 569,315 643,439 Net Income 372,506 430,873 452,317 534,526 Limited Partners' Net Income Per Unit 1.59 1.85 1.93 2.28
- ----------------------- (1) Total revenues less oil and gas production expenses.
6. DISCONTINUED OPERATIONS
On May 12, 2004 the III-D and III-E Partnerships sold all of their interests in the Jay-Little Escambia Creek Field located in Santa Rosa County, Florida (the "Jay Field") at a large public oil and gas auction for approximately $721,000, subject to standard transaction requirements and adjustments. These proceeds were allocated approximately $89,000 and $632,000, respectively, to the III-D and III-E Partnerships. This represents the sale of all oil and gas assets held by the III-D and III-E Partnerships in the Jay Field and is therefore a disposal of a business segment under Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (FAS 144). The sale resulted in a gain on disposal of discontinued operations of approximately $10,000 and $89,000, respectively, for the III-D and III-E Partnerships. Accordingly, 2004 results of the Jay Field segment were classified as discontinued, and the prior period has been restated.
Results from discontinued operations are as follows:
III-D Partnership -----------------
2005 2004 2003 ------------ ------------ ------------ Oil and gas sales $ - $ 149,996 $ 399,182 Lease operating - ( 233,768) ( 231,165) Production tax - ( 9,905) ( 31,178) Depreciation, depletion, and amortization of oil and gas properties - ( 2,818) ( 25,483) ------- --------- --------- Income (loss) from discontinued operations $ - ($ 96,495) $ 111,356 ======= ========= =========
III-E Partnership -----------------
2005 2004 2003 ------------ ------------ ------------
Oil and gas sales $ - $1,070,623 $2,848,673 Lease operating - ( 1,668,335) ( 1,649,756) Production tax - ( 70,698) ( 222,493) Depreciation, depletion, and amortization of oil and gas properties - ( 19,235) ( 190,968) ------- --------- --------- Income (loss) from discontinued operations $ - ($ 687,645) $ 785,456 ======= ========= =========
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 filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 30, 2004 and is hereby incorporated by reference.
*4.11 Eighth Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-A dated October 27, 2005.
4.12 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.
4.13 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.
4.14 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.
4.15 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.
4.16 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.
4.17 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.
4.18 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.
4.19 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.
4.20 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.
4.21 Seventh Amendment to Agreement of Limited Partnership dated January 22, 2004, for the Geodyne Energy Income Limited Partnership III-B filed as Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 30, 2004 and is hereby incorporated by reference.
*4.22 Eighth Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-B dated October 27, 2005.
4.23 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.
4.24 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.
4.25 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.
4.26 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.
4.27 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.
4.28 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.
4.29 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.
4.30 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.
4.31 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.
4.32 Seventh Amendment to Agreement of Limited Partnership dated January 22, 2004, for the Geodyne Energy Income Limited Partnership III-C filed as Exhibit 4.30 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 30, 2004 and is hereby incorporated by reference.
*4.33 Eighth Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-C dated October 27, 2005.
4.34 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.
4.35 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.
4.36 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.
4.37 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.
4.38 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.
4.39 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.
4.40 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.
4.41 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.
4.42 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.
4.43 Seventh Amendment to Agreement of Limited Partnership dated August 18, 2004 for the Geodyne Energy Income Limited Partnership III-D filed as Exhibit 4.40 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 30, 2004, and is hereby incorporated by reference.
*4.44 Eighth Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-D dated October 27, 2005.
4.45 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.
4.46 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.
4.47 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.
4.48 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.
4.49 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.
4.50 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.
4.51 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.
4.52 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.
4.53 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.
4.54 Seventh Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-E dated August 18, 2004, filed as Exhibit 4.53 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2004, filed with the SEC on March 30, 2005, and is hereby incorporated by reference.
*4.55 Eighth Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-E dated October 27, 2005.
4.56 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.
4.57 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.
4.58 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.
4.59 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.
4.60 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.
4.61 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.
4.62 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.
4.63 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.
4.64 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.
4.65 Seventh Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-F dated February 7, 2005, filed as Exhibit 4.60 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 30, 2004, and is hereby incorporated by reference.
*4.66 Eighth Amendment to Agreement of Limited Partnership for the Geodyne Energy Income Limited Partnership III-F dated October 27, 2005.
*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.