FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
Commission File Number:
III-A: 0-18302; III-B: 0-18636; III-C: 0-18634; III-D: 0-18936
III-E: 0-19010; III-F: 0-19102; III-G: 0-19563
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
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
-----------------------------------------------
(Exact name of Registrant as specified in its Articles)
III-A: 73-1352993
III-B: 73-1358666
III-C: 73-1356542
III-D: 73-1357374
III-E: 73-1367188
III-F: 73-1377737
Oklahoma III-G: 73-1377828
- --------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None Securities
registered pursuant to Section 12(g) of the Act:
Depositary Units of Limited Partnership interest
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days. Yes X No
----- -----
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
X Disclosure is not contained herein.
-----
Disclosure is contained herein.
-----
The Depositary Units are not publicly traded, therefore, Registrant cannot
compute the aggregate market value of the voting units held by non-affiliates of
the Registrant.
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes No X
----- -----
DOCUMENTS INCORPORATED BY REFERENCE: None
-2-
FORM 10-K
TABLE OF CONTENTS
PART I.......................................................................4
ITEM 1. BUSINESS...................................................4
ITEM 2. PROPERTIES................................................10
ITEM 3. LEGAL PROCEEDINGS.........................................27
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......28
PART II.....................................................................28
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER
MATTERS...................................................28
ITEM 6. SELECTED FINANCIAL DATA...................................31
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................39
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.........................................65
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............65
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................65
PART III....................................................................66
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
PARTNER...................................................66
ITEM 11. EXECUTIVE COMPENSATION....................................67
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT............................................75
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............77
PART IV.....................................................................78
ITEM 14. CONTROLS AND PROCEDURES...................................78
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.......................................78
SIGNATURES............................................................89
CERTIFICATIONS........................................................90
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PART I
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"), Geodyne Energy Income Limited Partnership III-F (the "III-F
Partnership"), and Geodyne Energy Income Limited Partnership III-G (the "III-G
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
III-G September 20, 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, 2002, Samson owned
interests in approximately 12,000 oil and gas wells located in 18 states of the
United States and the countries of Canada, Venezuela, and Russia. At December
31, 2002, Samson operated approximately 3,000 oil and gas wells located in 14
states of the United States as well as Canada, Venezuela, and Russia.
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
-4-
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, 2003, Samson employed approximately 1,100 persons. No
employees are covered by collective bargaining agreements, and management
believes that Samson provides a sound employee relations environment. For
information regarding the executive officers of the General Partner, see "Item
10. Directors and Executive Officers of the General Partner."
The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and
their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE].
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements") the Partnerships were scheduled to terminate on
the dates indicated in the "Initial Termination Date" column of the following
chart. However, the Partnership Agreements provide that the General Partner may
extend the term of each Partnership for up to five periods of two years each. As
of the date of this Annual Report on Form 10-K
("Annual Report"), the General Partner has extended the term of the III-G
Partnership for the first two-year extension period, and the III-A, III-B,
III-C, III-D, III-E, and III-F Partnerships for the second two-year 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 2 November 22, 2003
III-B January 24, 2000 2 January 24, 2004
III-C February 28, 2000 2 February 28, 2004
III-D September 5, 2000 2 September 5, 2004
III-E December 26, 2000 2 December 26, 2004
III-F March 7, 2001 2 March 7, 2005
III-G September 20, 2001 1 September 20, 2003
The General Partner has not determined whether it will further extend the
term of any Partnership.
-5-
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.
Competition and Marketing
The primary source of liquidity and Partnership cash distributions comes
from the net revenues generated from the sale of oil and gas produced from the
Partnerships' oil and gas properties. The level of net revenues is highly
dependent upon the total volumes of oil and natural gas sold. Oil and gas
reserves are depleting assets and will experience production declines over time,
thereby likely resulting in reduced net revenues. The level of net revenues is
also highly dependent upon the prices received for oil and gas sales, which
prices have historically been very volatile and may continue to be so.
Additionally, lower oil and natural gas prices may reduce the amount of
oil and gas that is economic to produce and reduce the Partnerships' revenues
and cash flow. Various factors beyond the Partnerships' control will affect
prices for oil and natural gas, such as:
* Worldwide and domestic supplies of oil and natural gas;
* The ability of the members of the Organization of Petroleum Exporting
Countries ("OPEC") to agree upon and maintain oil prices and
production quotas;
* Political instability or armed conflict in oil-producing regions or
around major shipping areas;
* The level of consumer demand and overall economic activity;
* The competitiveness of alternative fuels;
* Weather conditions;
* The availability of pipelines for transportation; and
-6-
* Domestic and foreign government regulations and taxes.
Recently, while economic factors have been relatively unfavorable for oil
and natural gas demand, oil prices have benefited from the political uncertainty
associated with the increase in terrorist activities in parts of the world. In
the last few years, natural gas prices have varied significantly, from very high
prices in late 2000 and early 2001, to low prices in late 2001 and early 2002,
to rising prices in the later part of 2002 and early 2003. The high natural gas
prices were associated with cold winter weather and decreased supply from
reduced capital investment for new drilling, while the low prices were
associated with warm winter weather and reduced economic activity. The more
recent increase in prices is the result of increased demand from weather
patterns, the pricing effect of relatively high oil prices, and increased
concern about the ability of the industry to meet any longer-term demand
increases based upon current drilling activity.
It is not possible to predict the future direction of oil or natural gas
prices or whether the above discussed trends will remain. Operating costs,
including General and Administrative Expenses, may not decline over time or may
experience only a gradual decline, thus adversely affecting net revenues as
either production or oil and natural gas prices decline. In any particular
period, net revenues may also be affected by either the receipt of proceeds from
property sales or the incursion of additional costs as a result of well
workovers, recompletions, new well drilling, and other events.
-7-
Significant Customers
The following customers accounted for ten percent or more of the
Partnerships' oil and gas sales during the year ended December 31, 2002:
Partnership Purchaser Percentage
----------- ------------------------ ----------
III-A Eaglwing Trading, Inc.
("Eaglwing") 24.0%
Valero Industrial Gas L.P.
("Valero") 21.0%
Conoco, Inc. 16.2%
El Paso Energy Marketing
Company ("El Paso") 10.5%
III-B Eaglwing 26.4%
Conoco, Inc. 18.1%
Valero 16.6%
III-C El Paso 44.8%
ONEOK Field Services Co.
("ONEOK") 14.8%
III-D El Paso 43.1%
Eaglwing 22.0%
ONEOK 12.7%
III-E Eaglwing 43.7%
El Paso 14.1%
Duke Energy Field Services,
Inc. ("Duke") 12.1%
III-F El Paso 35.3%
Eaglwing 19.9%
Duke 13.9%
III-G El Paso 29.1%
Eaglwing 21.5%
Duke 11.8%
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,
-8-
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.
-9-
Insurance Coverage
The Partnerships are subject to all of the risks inherent in the
exploration for and production of oil and gas including blowouts, pollution,
fires, and other casualties. The Partnerships maintain insurance coverage as is
customary for entities of a similar size engaged in operations similar to that
of the Partnerships, but losses can occur from uninsurable risks or in amounts
in excess of existing insurance coverage. In particular, many types of pollution
and contamination can exist, undiscovered, for long periods of time and can
result in substantial environmental liabilities which are not insured. The
occurrence of an event which is not fully covered by insurance could have a
material adverse effect on the Partnerships' financial condition and results of
operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of the
Partnerships as of December 31, 2002.
Well Statistics(1)
As of December 31, 2002
Number of Gross Wells(2) Number of Net Wells(3)
------------------------ -------------------------
P/ship Total Oil Gas Total Oil Gas
- -------- ----- --- --- ------ ----- -----
III-A 187 89 98 11.18 3.43 7.75
III-B 159 80 79 7.10 3.60 3.50
III-C 172 63 109 20.36 11.36 9.00
III-D 181 125 56 11.44 6.36 5.08
III-E 244 102 142 27.35 6.64 20.71
III-F 377 275 102 14.96 5.89 9.07
III-G 1,382 995 387 10.13 5.35 4.78
- ----------
(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.
-10-
Drilling Activities
During the year ended December 31, 2002, the Partnerships directly or
indirectly participated in the drilling activities described below.
County/ Working Revenue
Well Name Parish St. Interest Interest Type Status
- --------- ------- --- -------- -------- ---- ------
III-A P/ship
- ------------
Hachar D.D. #40 Webb TX - .0075 Gas Producing
BMT #16 Webb TX - .0050 Gas Producing
Duke #1-B San Juan NM (1) (1) Gas Producing
Senter #1-C San Juan NM - .0008 Gas Producing
Southern Union
#1-C San Juan NM - .0027 Gas Producing
Southern Union
#1-B San Juan NM - .0027 Gas Producing
III-B P/ship
- ------------
Hachar D.D. #40 Webb TX - .0035 Gas Producing
BMT #16 Webb TX - .0023 Gas Producing
Duke #1-B San Juan NM (1) (1) Gas Producing
Senter #1-C San Juan NM - .0003 Gas Producing
Southern Union
#1-C San Juan NM - .0011 Gas Producing
Southern Union
#1-B San Juan NM - .0011 Gas Producing
III-C P/ship
- ------------
Amant #3-32 Custer OK .0137 .0102 Gas Producing
Hachar D.D. #40 Webb TX - .0015 Gas Producing
BMT #16 Webb TX - .0010 Gas Producing
Loving 1 State
#3 Eddy NM - .0112 Gas Producing
Sugg 1984 #2 Irion TX - .0006 Gas Producing
Duke #1-B San Juan NM (1) (1) Gas Producing
Senter #1-C San Juan NM - .0001 Gas Producing
Southern Union
#1-C San Juan NM - .0005 Gas Producing
Southern Union
#1-B San Juan NM - .0005 Gas Producing
Ellie Mae #1-16 Stephens OK .0206 .0155 Gas Producing
III-D P/ship
- ------------
Amant #3-32 Custer OK .0020 .0015 Gas Producing
Loving 1 State
#3 Eddy NM - .0093 Gas Producing
-11-
Sugg 1984 #2 Irion TX - .0005 Gas Producing
Ellie Mae #1-16 Stephens OK .0030 .0022 Gas Producing
III-E P/ship
- ------------
Exxon Fee #1-D Terrebonne LA .0430 .0345 Gas Producing
Church of the
Brethren #10 Brooks TX - .0024 Gas Producing
III-F P/ship
- ------------
Exxon Fee #1-D Terrebonne LA .0371 .0298 Gas Producing
Church of the
Brethren #10 Brooks TX - .0020 Gas Producing
Stewart-Justice
#1 Garvin OK .0008 .0007 Oil Producing
III-G P/ship
- ------------
Exxon Fee #1-D Terrebonne LA .0176 .0141 Gas Producing
Church of the
Brethren #10 Brooks TX - .0010 Gas Producing
Robertson North
Unit(20 new
wells) Gaines TX .0012 .0010 Oil Producing
Headlee Unit Ector TX .0003 .0002 Gas Producing
- -----------------------------
(1) The III-A, III-B, and III-C Partnerships elected to not participate in
the drilling of the Duke #1-B Well located in San Juan County, New
Mexico. If the well reaches payout under the terms of its operating
agreement, the III-A, III-B, and III-C Partnerships will have the
following interests in the well:
Working Revenue
Partnership Interest Interest
----------- --------- ---------
III-A .0176 .0132
III-B .0074 .0056
III-C .0031 .0023
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
-12-
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.
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Net Production Data
III-A Partnership
-----------------
Year Ended December 31,
-------------------------------------
2002 2001 2000
---------- ---------- ----------
Production:
Oil (Bbls) 54,340 82,520 49,908
Gas (Mcf) 908,912 791,697 678,985
Oil and gas sales:
Oil $1,316,966 $2,030,557 $1,454,983
Gas 2,558,132 3,394,606 2,656,278
--------- --------- ---------
Total $3,875,098 $5,425,163 $4,111,261
========= ========= =========
Total direct operating
expenses $ 915,252 $1,020,090 $ 853,211
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 23.6% 18.8% 20.8%
Average sales price:
Per barrel of oil $24.24 $24.61 $29.15
Per Mcf of gas 2.81 4.29 3.91
Direct operating expenses
per equivalent Bbl of
oil $ 4.45 $4.76 $ 5.23
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Net Production Data
III-B Partnership
-----------------
Year Ended December 31,
-------------------------------------
2002 2001 2000
---------- ---------- ----------
Production:
Oil (Bbls) 39,042 58,965 40,544
Gas (Mcf) 486,057 400,249 326,603
Oil and gas sales:
Oil $ 949,685 $1,457,455 $1,185,213
Gas 1,326,476 1,689,008 1,277,225
--------- --------- ---------
Total $2,276,161 $3,146,463 $2,462,438
========= ========= =========
Total direct operating
expenses $ 622,936 $ 630,746 $ 525,281
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 27.4% 20.0% 21.3%
Average sales price:
Per barrel of oil $24.32 $24.72 $29.23
Per Mcf of gas 2.73 4.22 3.91
Direct operating expenses
per equivalent Bbl of
oil $ 5.19 $ 5.02 $ 5.53
-15-
Net Production Data
III-C Partnership
-----------------
Year Ended December 31,
-------------------------------------
2002 2001 2000
---------- ---------- ----------
Production:
Oil (Bbls) 14,716 14,973 19,431
Gas (Mcf) 817,975 935,377 994,305
Oil and gas sales:
Oil $ 361,020 $ 382,250 $ 572,001
Gas 2,379,868 3,988,865 3,578,430
--------- --------- ---------
Total $2,740,888 $4,371,115 $4,150,431
========= ========= =========
Total direct operating
expenses $ 858,126 $ 980,377 $ 978,824
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 31.3% 22.4% 23.6%
Average sales price:
Per barrel of oil $24.53 $25.53 $29.44
Per Mcf of gas 2.91 4.26 3.60
Direct operating expenses
per equivalent Bbl of
oil $ 5.68 $ 5.74 $ 5.29
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Net Production Data
III-D Partnership
-----------------
Year Ended December 31,
-------------------------------------
2002 2001 2000
---------- ---------- ----------
Production:
Oil (Bbls) 25,279 27,570 31,388
Gas (Mcf) 501,256 561,664 629,117
Oil and gas sales:
Oil $ 563,269 $ 610,171 $ 837,978
Gas 1,413,445 2,302,188 2,257,213
--------- --------- ---------
Total $1,976,714 $2,912,359 $3,095,191
========= ========= =========
Total direct operating
expenses $ 880,922 $ 914,671 $ 895,563
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 44.6% 31.4% 28.9%
Average sales price:
Per barrel of oil $22.28 $22.13 $26.70
Per Mcf of gas 2.82 4.10 3.59
Direct operating expenses
per equivalent Bbl of
oil $ 8.10 $ 7.55 $ 6.57
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Net Production Data
III-E Partnership
-----------------
Year Ended December 31,
--------------------------------------
2002 2001 2000
--------- ---------- -----------
Production:
Oil (Bbls) 133,901 162,557 183,876
Gas (Mcf) 1,000,715 1,226,795 1,526,586
Oil and gas sales:
Oil $2,858,109 $3,486,759 $ 4,822,734
Gas 2,517,891 4,751,785 5,654,292
--------- --------- ---------
Total $5,376,000 $8,238,544 $10,477,026
========= ========= ==========
Total direct operating
expenses $3,574,658 $3,511,241 $ 3,652,507
========= ========= ==========
Direct operating expenses
as a percentage of oil
and gas sales 66.5% 42.6% 34.9%
Average sales price:
Per barrel of oil $21.34 $21.45 $26.23
Per Mcf of gas 2.52 3.87 3.70
Direct operating expenses
per equivalent Bbl of
oil $11.89 $ 9.57 $ 8.33
-18-
Net Production Data
III-F Partnership
-----------------
Year Ended December 31,
-------------------------------------
2002 2001 2000
---------- ---------- ----------
Production:
Oil (Bbls) 23,209 27,090 43,620
Gas (Mcf) 503,895 621,792 654,833
Oil and gas sales:
Oil $ 529,406 $ 603,765 $1,242,912
Gas 1,107,352 2,330,535 2,194,409
--------- --------- ---------
Total $1,636,758 $2,934,300 $3,437,321
========= ========= =========
Total direct operating
expenses $ 603,358 $ 891,493 $ 867,235
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 36.9% 30.4% 25.2%
Average sales price:
Per barrel of oil $22.81 $22.29 $28.49
Per Mcf of gas 2.20 3.75 3.35
Direct operating expenses
per equivalent Bbl of
oil $ 5.63 $ 6.82 $ 5.68
-19-
Net Production Data
III-G Partnership
-----------------
Year Ended December 31,
-------------------------------------
2002 2001 2000
---------- ---------- ----------
Production:
Oil (Bbls) 18,665 20,694 32,013
Gas (Mcf) 268,824 326,795 333,031
Oil and gas sales:
Oil $ 429,076 $ 466,717 $ 912,320
Gas 601,405 1,233,341 1,138,070
--------- --------- ---------
Total $1,030,481 $1,700,058 $2,050,390
========= ========= =========
Total direct operating
expenses $ 382,168 $ 547,716 $ 552,240
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 37.1% 32.2% 26.9%
Average sales price:
Per barrel of oil $22.99 $22.55 $28.50
Per Mcf of gas 2.24 3.77 3.42
Direct operating expenses
per equivalent Bbl of
oil $ 6.02 $ 7.29 $ 6.31
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, 2002. 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
-20-
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, 2002. 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, 2002 were higher than the prices in effect on December 31, 2001. 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, 2002 to be higher than such estimates and values at
December 31, 2001. 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, 2002. There
can be no assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 2002 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, 2002(1)
III-A Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 3,866,700
Oil and liquids (Bbls) 60,496
Net present value (discounted at
10% per annum) $10,583,968
-21-
III-B Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 1,676,027
Oil and liquids (Bbls) 46,684
Net present value (discounted at
10% per annum) $ 5,037,182
III-C Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 4,928,613
Oil and liquids (Bbls) 110,916
Net present value (discounted at
10% per annum) $12,473,256
III-D Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 2,667,538
Oil and liquids (Bbls) 236,192
Net present value (discounted at
10% per annum) $ 7,655,634
III-E Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 7,254,259
Oil and liquids (Bbls) 1,259,858
Net present value (discounted at
10% per annum) $20,987,455
III-F Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 4,664,302
Oil and liquids (Bbls) 224,872
Net present value (discounted at
10% per annum) $10,539,573
-22-
III-G Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 2,559,807
Oil and liquids (Bbls) 187,091
Net present value (discounted at
10% per annum) $ 6,165,409
- ----------
(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, 2002:
Operated Wells
-----------------------------------------
Partnership Number Percent
----------- ------ -------
III-A 21 8%
III-B 5 2%
III-C 107 29%
III-D 100 30%
III-E 49 18%
III-F 28 5%
III-G 48 3%
The following tables set forth certain well and reserve information as of
December 31, 2002 for the basins in which the Partnerships own a significant
amount of oil and gas properties. The tables contain the following information
for each significant basin: (i) the number of gross wells and net wells, (ii)
the number of wells in which only a non-working interest is owned, (iii) the
Partnership's total number of wells, (iv) the number of wells operated by the
Partnership's affiliates, (v) estimated proved oil reserves, (vi) estimated
proved gas reserves, and (vii)
-23-
the present value (discounted at 10% per annum) of estimated future net cash
flow.
The Anadarko Basin is located in western Oklahoma and the Texas panhandle.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the Las Animas Arch Basin straddles east Colorado and northwest Kansas. Southern
Oklahoma contains the Southern Oklahoma Folded Belt Basin. The Jay-Little
Escambia Creek Field Unit is located in Santa Rosa County, Florida, while the
Green River Basin is located in southern Wyoming and northwest Colorado. The
Permian Basin straddles west Texas and southeast New Mexico.
-24-
Significant Properties as of December 31, 2002
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------- Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number %(2) (Bbl) (Mcf) Value
- ------------------ ------ ------- -------- ------ ------ ---- -------- --------- ----------
III-A Partnership:
Gulf Coast 63 4.64 48 111 5 5% 46,008 1,631,398 $5,630,891
Anadarko 29 1.79 16 45 14 31% 6,102 1,537,608 3,651,374
III-B Partnership:
Gulf Coast 59 2.68 48 107 1 1% 29,663 860,879 $3,084,466
Anadarko 36 2.35 10 46 3 7% 12,883 450,833 1,238,112
III-C Partnership:
Anadarko 54 6.10 52 106 28 26% 18,203 2,578,064 $6,331,881
Southern Okla.
Folded Belt 37 7.18 11 48 21 44% 59,223 1,322,070 3,587,022
Permian 25 6.44 8 33 29 88% 32,506 688,064 1,600,448
III-D Partnership:
Anadarko 32 3.47 52 84 28 33% 3,586 1,947,634 $4,706,030
Permian 25 5.31 8 33 29 88% 26,682 554,793 1,281,316
Jay Field 86 .56 - 86 - - 160,965 28,998 936,536
- ---------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
(2) Percentage of wells in the applicable basin which are operated by affiliates
of the Partnerships.
-25-
Significant Properties as of December 31, 2002
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------- Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number %(2) (Bbl) (Mcf) Value
- ------------------ ------ ------- -------- ------ ------ ---- --------- ---------- ----------
III-E Partnership:
Jay Field 86 3.43 - 86 - - 1,148,782 220,022 $6,725,353
Green River 55 4.06 12 67 - - 20,871 3,649,751 6,507,341
Gulf Coast 39 4.71 10 49 6 12% 10,700 1,010,907 2,569,775
Anadarko 22 5.12 3 25 19 76% 13,068 1,069,134 2,188,139
III-F Partnership:
Green River 55 3.31 12 67 - - 17,527 3,067,709 $5,476,251
Anadarko 27 5.67 3 30 24 80% 25,634 1,013,820 2,050,775
Las Animas Arch 66 1.64 - 66 - - 99,135 162,157 1,245,490
III-G Partnership:
Green River 55 1.61 12 67 - - 8,716 1,528,059 $2,731,367
Anadarko 47 3.28 6 53 38 72% 16,713 615,668 1,189,097
Las Animas Arch 66 .98 - 66 - - 65,560 107,417 824,263
- --------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
(2) Percentage of wells in the applicable basin which are operated by affiliates
of the Partnerships.
-26-
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, 2002, as compared to December 31, 2001, were significant to the
Partnerships.
The III-A and III-B Partnerships' estimated proved reserves decreased
47,107 and 31,072 barrels of oil equivalent, respectively, in the Mahaffey #3
well located in Jefferson Davis Parish, Louisiana from December 31, 2001 to
December 31, 2002. These decreases were primarily due to the full depletion of
gas reserves on this well.
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. LEGAL PROCEEDINGS
A lawsuit styled Robert W. Scott, Individually and as Managing Member of
R.W. Scott Investments, LLC v. Samson Resources Company, Case No. C-01-385, was
filed in the District Court of Sweetwater County, Wyoming on June 29, 2001. The
lawsuit seeks class action certification and alleges that Samson deducted from
its payments to royalty and overriding royalty owners certain charges which were
improper under the Wyoming royalty payment statutes. A number of these royalty
and overriding royalty payments burdened the interests of the Partnerships.
In February 2003, in an effort to minimize potential exposure created by
the Wyoming statutes and accompanying legal fees, Samson refunded to the royalty
and overriding royalty interest owners who were potential class members all of
the amounts which were claimed to be improperly deducted plus statutory interest
thereon. The applicable portions of these refunds being recouped from the
Partnerships in the first quarter of 2003 as follows:
-27-
Partnership Amount
----------- ------------
III-A $ 5,380
III-B 3,548
III-C -
III-D -
III-E 122,289
III-F 102,690
III-G 51,077
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. 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 2002.
PART II
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of March 1, 2003, 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 1,205
III-B 138,336 698
III-C 244,536 1,127
III-D 131,008 602
III-E 418,266 1,882
III-F 221,484 1,000
III-G 121,925 518
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
-28-
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
-----------------------
2001 2002 2003
------------------------- ------------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
III-A $10 $ 5 $21 $17 $14 $13 $20 $18 $16
III-B 9 5 20 17 13 11 20 18 16
III-C 12 7 20 17 16 15 18 17 16
III-D 14 7 23 20 19 19 23 22 21
III-E 15 11 27 24 24 24 25 25 24
III-F 14 10 24 22 22 21 20 19 18
III-G 15 11 25 23 22 22 21 20 19
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.
-29-
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 2001, 2002, and the first quarter of 2003:
Cash Distributions
-----------------
2001
-----------------------------------------
1st 2nd 3rd 4th
P/ship Qtr. Qtr. Qtr. Qtr.
------ ----- ----- ----- -----
III-A $3.33 $4.57 $3.38 $3.38
III-B 3.48 4.42 3.27 3.27
III-C 3.62 5.73 4.38 2.63
III-D 4.26 6.81 5.14 3.15
III-E 3.78 4.84 4.00 2.19
III-F 3.31 3.91 4.77 1.63
III-G 3.47 3.90 5.04 1.55
2002 2003
----------------------------------------- -----
1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr.
------ ----- ----- ----- ----- -----
III-A $3.20 $1.49 $1.73 $2.46 $1.78
III-B 3.48 1.63 1.72 2.56 1.85
III-C 1.35 .90 1.26 1.26 1.07
III-D .75 .44 1.34 1.22 1.26
III-E - - .27 .36 .64
III-F .64 .85 .59 .52 .74
III-G .81 .77 .66 .73 .93
-30-
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."
-31-
Selected Financial Data
III-A Partnership
-----------------
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $3,875,098 $5,425,163 $4,111,261 $2,071,891 $2,029,797
Net Income:
Limited Partners 1,822,932 3,211,072 2,424,492 717,149 628,357
General Partner 256,987 405,019 275,300 54,650 53,190
Total 2,079,919 3,616,091 2,699,792 771,799 681,547
Limited Partners' Net
Income per Unit 6.91 12.16 9.18 2.72 2.38
Limited Partners' Cash
Distributions per
Unit 8.88 14.66 6.42 3.30 6.06
Total Assets 2,465,350 3,086,819 3,585,623 2,793,806 2,984,008
Partners' Capital
(Deficit):
Limited Partners 2,405,219 2,927,287 3,587,215 2,857,723 3,011,574
General Partner ( 87,091) ( 114,834) ( 132,196) ( 194,823) ( 197,325)
Number of Units
Outstanding 263,976 263,976 263,976 263,976 263,976
-32-
Selected Financial Data
III-B Partnership
-----------------
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $2,276,161 $3,146,463 $2,462,438 $1,259,735 $1,201,418
Net Income:
Limited Partners 916,420 1,701,127 1,364,829 417,755 374,539
General Partner 216,453 348,971 264,081 110,131 108,544
Total 1,132,873 2,050,098 1,628,910 527,886 483,083
Limited Partners' Net
Income per Unit 6.62 12.30 9.87 3.02 2.71
Limited Partners' Cash
Distributions per
Unit 9.39 14.44 7.34 3.27 6.82
Total Assets 1,390,931 1,830,746 2,069,748 1,690,316 1,717,863
Partners' Capital
(Deficit):
Limited Partners 1,357,494 1,741,074 2,037,947 1,687,118 1,721,363
General Partner ( 48,554) ( 67,276) ( 38,756) ( 79,362) ( 85,016)
Number of Units
Outstanding 138,336 138,336 138,336 138,336 138,336
-33-
Selected Financial Data
III-C Partnership
-----------------
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $2,740,888 $4,371,115 $4,150,431 $2,446,824 $2,447,005
Net Income:
Limited Partners 1,178,582 2,653,485 2,554,851 1,053,071 1,094,816
General Partner 158,236 163,926 143,251 75,430 87,868
Total 1,336,818 2,817,411 2,698,102 1,128,501 1,182,684
Limited Partners' Net
Income per Unit 4.82 10.85 10.45 4.31 4.48
Limited Partners' Cash
Distributions per
Unit 4.77 16.36 8.45 4.98 8.50
Total Assets 2,751,198 2,627,295 3,949,266 3,447,965 3,572,389
Partners' Capital
(Deficit):
Limited Partners 2,517,801 2,507,219 3,854,734 3,364,883 3,531,812
General Partner ( 150,636) ( 175,495) ( 152,824) ( 168,448) ( 179,285)
Number of Units
Outstanding 244,536 244,536 244,536 244,536 244,536
-34-
Selected Financial Data
III-D Partnership
-----------------
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $1,976,714 $2,912,359 $3,095,191 $2,007,243 $1,789,571
Net Income (Loss):
Limited Partners 705,530 1,630,013 1,893,355 870,221 ( 84,498)
General Partner 93,120 107,057 109,411 55,068 38,462
Total 798,650 1,737,070 2,002,766 925,289 ( 46,036)
Limited Partners' Net
Income (Loss) per
Unit 5.39 12.44 14.45 6.64 ( .64)
Limited Partners' Cash
Distributions per
Unit 3.75 19.36 13.21 5.87 7.88
Total Assets 1,458,550 1,157,930 1,987,262 1,810,172 1,687,823
Partners' Capital
(Deficit):
Limited Partners 1,086,354 872,824 1,779,811 1,618,456 1,518,235
General Partner ( 50,949) ( 72,956) ( 58,871) ( 66,221) ( 73,501)
Number of Units
Outstanding 131,008 131,008 131,008 131,008 131,008
-35-
Selected Financial Data
III-E Partnership
-----------------
2002 2001 2000 1999 1998
------------ ------------ ------------- ------------ ------------
Oil and Gas Sales $5,376,000 $8,238,544 $10,477,026 $7,046,449 $6,400,589
Net Income (Loss):
Limited Partners 798,510 3,744,610 6,952,136 2,016,127 ( 3,260,925)
General Partner 127,708 261,289 378,449 124,846 57,256
Total 926,218 4,005,899 7,330,585 2,140,973 ( 3,203,669)
Limited Partners' Net
Income (Loss) per
Unit 1.91 8.95 16.62 4.82 ( 7.80)
Limited Partners' Cash
Distributions per
Unit .63 14.81 15.73 2.62 7.35
Total Assets 4,442,417 3,768,636 6,138,734 5,742,231 4,621,412
Partners' Capital
(Deficit):
Limited Partners 3,492,685 2,960,175 5,410,565 5,037,429 4,117,302
General Partner ( 250,684) ( 286,758) ( 240,721) ( 259,526) ( 275,783)
Number of Units
Outstanding 418,266 418,266 418,266 418,266 418,266
-36-
Selected Financial Data
III-F Partnership
-----------------
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $1,636,758 $2,934,300 $3,437,321 $2,314,446 $2,149,193
Net Income (Loss):
Limited Partners 460,816 1,782,241 2,142,067 801,095 ( 5,324)
General Partner 35,680 103,349 125,735 59,101 29,041
Total 496,496 1,885,590 2,267,802 860,196 23,717
Limited Partners' Net
Income (Loss)
per Unit 2.08 8.05 9.67 3.62 ( .02)
Limited Partners' Cash
Distributions per
Unit 2.60 13.62 9.59 2.23 5.34
Total Assets 2,427,147 2,369,806 3,638,555 3,689,702 3,533,814
Partners' Capital
(Deficit):
Limited Partners 2,245,037 2,359,221 3,593,980 3,575,913 3,268,818
General Partner ( 159,621) ( 161,655) ( 135,914) ( 154,318) ( 164,221)
Number of Units
Outstanding 221,484 221,484 221,484 221,484 221,484
-37-
Selected Financial Data
III-G Partnership
-----------------
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $1,030,481 $1,700,058 $2,050,390 $1,439,700 $1,272,575
Net Income (Loss):
Limited Partners 329,084 1,036,655 1,359,105 588,182 ( 308,749)
General Partner 23,287 59,655 77,940 39,264 13,093
Total 352,371 1,096,310 1,437,045 627,446 ( 295,656)
Limited Partners' Net
Income (Loss)
per Unit 2.70 8.50 11.15 4.82 ( 2.53)
Limited Partners' Cash
Distributions per
Unit 2.97 13.96 10.93 2.50 5.95
Total Assets 1,396,010 1,336,030 2,017,325 2,001,438 1,817,470
Partners' Capital
(Deficit):
Limited Partners 1,284,099 1,318,015 1,982,360 1,956,255 1,672,073
General Partner ( 91,757) ( 93,950) ( 79,337) ( 91,045) ( 99,974)
Number of Units
Outstanding 121,925 121,925 121,925 121,925 121,925
-38-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. Such statements reflect management's current views with respect to
future events and financial performance. This Annual Report also includes
certain information which is, or is based upon, estimates and assumptions. Such
estimates and assumptions are management's efforts to accurately reflect the
condition and operation of the Partnerships.
Use of forward-looking statements and estimates and assumptions involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve information, the operating risk
associated with oil and gas properties (including the risk of personal injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination, and other operating risks), the prospect of changing tax and
regulatory laws, the availability and capacity of processing and transportation
facilities, the general economic climate, the supply and price of foreign
imports of oil and gas, the level of consumer product demand, and the price and
availability of alternative fuels. Should one or more of these risks or
uncertainties occur or should estimates or underlying assumptions prove
incorrect, actual conditions or results may vary materially and adversely from
those stated, anticipated, believed, estimated, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction with the
analysis of results of operations provided below. The primary source of
liquidity and Partnership cash distributions comes from the net revenues
generated from the sale of oil and gas produced from the Partnerships' oil and
gas properties. The level of net revenues is highly dependent upon the prices
received for oil and gas sales, which prices have historically been very
volatile and may continue to be so. Additionally, lower oil and natural gas
prices may reduce the amount of oil and gas that is economic to produce and
reduce the Partnerships' revenues and cash flow. Various factors beyond the
Partnerships' control will affect prices for oil and natural gas, such as:
* Worldwide and domestic supplies of oil and natural gas;
* The ability of the members of the Organization of Petroleum
Exporting Countries ("OPEC") to agree upon and
-39-
maintain oil prices and production quotas;
* Political instability or armed conflict in oil-producing regions or
around major shipping areas;
* The level of consumer demand and overall economic activity;
* The competitiveness of alternative fuels;
* Weather conditions;
* The availability of pipelines for transportation; and
* Domestic and foreign government regulations and taxes.
Recently, while economic factors have been relatively unfavorable for oil
and natural gas demand, oil prices have benefited from the political uncertainty
associated with the increase in terrorist activities in parts of the world. In
the last few years, natural gas prices have varied significantly, from very high
prices in late 2000 and early 2001, to low prices in late 2001 and early 2002,
to rising prices in the later part of 2002 and early 2003. The high natural gas
prices were associated with cold winter weather and decreased supply from
reduced capital investment for new drilling, while the low prices were
associated with warm winter weather and reduced economic activity. The more
recent increase in prices is the result of increased demand from weather
patterns, the pricing effect of relatively high oil prices, and increased
concern about the ability of the industry to meet any longer-term demand
increases based upon current drilling activity.
It is not possible to predict the future direction of oil or natural gas
prices or whether the above discussed trends will remain. Operating costs,
including General and Administrative Expenses, may not decline over time or may
experience only a gradual decline, thus adversely affecting net revenues as
either production or oil and natural gas prices decline. In any particular
period, net revenues may also be affected by either the receipt of proceeds from
property sales or the incursion of additional costs as a result of well
workovers, recompletions, new well drilling, and other events.
In addition to pricing, the level of net revenues is also highly dependent
upon the total volumes of oil and natural gas sold. Oil and gas reserves are
depleting assets and will experience production declines over time, thereby
likely resulting in reduced net revenues. Despite this general trend of
declining production, several factors can cause the volumes of oil and gas sold
to increase or decrease at an even greater rate over a given period. These
factors include, but are not limited to, (i) geophysical conditions which cause
an acceleration of the decline in production, (ii) the shutting in of wells (or
the opening of previously shut-in wells) due to low oil and gas prices,
mechanical difficulties, loss of a market or transportation, or performance of
workovers, recompletions, or other operations in the well, (iii) prior period
volume adjustments (either positive or negative) made by purchasers of the
production, (iv) ownership adjustments in accordance with
-40-
agreements governing the operation or ownership of the well (such as adjustments
that occur at payout), and (v) completion of enhanced recovery projects which
increase production for the well. Many of these factors are very significant as
related to a single well or as related to many wells over a short period of
time. However, due to the large number of wells owned by the Partnerships, these
factors are generally not material as compared to the normal decline in
production experienced on all remaining wells.
Results of Operations
An analysis of the change in net oil and gas operations (oil and gas
sales, less lease operating expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Sales
Prices, Production Volumes, and Average Production Costs." Following is a
discussion of each Partnerships' results of operations for the year ended
December 31, 2002 as compared to the year ended December 31, 2001, and for the
year ended December 31, 2001 as compared to the year ended December 31, 2000.
III-A Partnership
-----------------
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
-------------------------------------
Total oil and gas sales decreased $1,550,065 (28.6%) in 2002 as compared
to 2001. Of this decrease, approximately (i) $1,339,000 was related to a
decrease in the average price of gas sold and (ii) $693,000 was related to a
decrease in volumes of oil sold. These decreases were partially offset by an
increase of approximately $503,000 related to an increase in volumes of gas
sold. Volumes of oil sold decreased 28,180 barrels, while volumes of gas sold
increased 117,215 Mcf in 2002 as compared to 2001. The decrease in volumes of
oil sold was primarily due to (i) a decline in production on several wells
following the recompletions of those wells during mid 2001 and (ii) normal
declines in production. These decreases were partially offset by an increase in
production on one significant well due to the successful workover of that well
during mid 2002. The increase in volumes of gas sold was primarily due to (i) an
increase in production on one significant well due to the successful workover of
that well during early 2002 and (ii) positive prior period gas balancing
adjustments on two significant wells during 2002. These increases were partially
offset by a decline in production on two significant wells following the
recompletions of those wells during mid 2001. Average oil and gas prices
decreased to $24.24 per barrel and $2.81 per Mcf, respectively, in 2002 from
-41-
$24.61 per barrel and $4.29 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $104,838 (10.3%) in 2002 as compared to 2001. This
decrease was primarily due to a decrease in production taxes associated with the
decrease in oil and gas sales. This decrease was partially offset by (i)
positive prior period lease operating expense adjustments on two significant
wells during 2002, (ii) an increase in workover expenses incurred on one
significant well during 2002 as compared to 2001, and (iii) workover expenses
incurred on another significant well during 2002. As a percentage of oil and gas
sales, these expenses increased to 23.6% in 2002 from 18.8% in 2001. This
percentage increase was primarily due to the decreases in the average prices of
oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
increased $33,323 (6.4%) in 2002 as compared to 2001. This increase was
primarily due to (i) an increase in depletable oil and gas properties primarily
due to drilling activities on several wells during 2002 and (ii) downward
revisions in the estimates of remaining oil reserves at December 31, 2002. These
increases were partially offset by (i) two significant wells being fully
depleted in 2001 due to the lack of remaining economically recoverable reserves
and (ii) upward revisions in the estimates of remaining gas reserves at December
31, 2002. As a percentage of oil and gas sales, this expense increased to 14.3%
in 2002 from 9.6% in 2001. This percentage increase was primarily due to the
decreases in the average prices of oil and gas sold.
General and administrative expenses increased $3,782 (1.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 8.1% in 2002 from 5.7% in 2001. This percentage increase was primarily due to
the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2002 totaling $33,948,701 or 128.61% of Limited Partners' capital contributions.
-42-
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales increased $1,313,902 (32.0%) in 2001 as compared
to 2000. Of this increase, approximately (i) $951,000 and $441,000,
respectively, were related to increases in volumes of oil and gas sold and (ii)
$297,000 was related to an increase in the average price of gas sold. These
increases were partially offset by a decrease of approximately $375,000 related
to a decrease in the average price of oil sold. Volumes of oil and gas sold
increased 32,612 barrels and 112,712 Mcf, respectively, in 2001 as compared to
2000. The increase in volumes of oil sold was primarily due to increased
production on several wells due to the recompletions of those wells during 2001.
The increase in volumes of gas sold was primarily due to (i) a successful
completion of a new well during mid 2000 and (ii) increased production on two
other significant wells due to the successful recompletion of those wells during
2001. Average oil prices decreased to $24.61 per barrel in 2001 from $29.15 per
barrel in 2000. Average gas prices increased to $4.29 per Mcf in 2001 from $3.91
per Mcf in 2000.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $166,879 (19.6%) in 2001 as compared to 2000. This
increase was primarily due to (i) an increase in lease operating expenses
associated with the increases in volumes of oil and gas sold and (ii) an
increase in production taxes associated with the increase in oil and gas sales.
These increases were partially offset by workover expenses incurred on three
significant wells during 2000. As a percentage of oil and gas sales, these
expenses decreased to 18.8% in 2001 from 20.8% in 2000.
Depreciation, depletion, and amortization of oil and gas properties
increased $241,519 (86.9%) in 2001 as compared to 2000. This increase was
primarily due to (i) two significant wells being fully depleted in 2001 due to
the lack of remaining economically recoverable reserves and (ii) the increases
in volumes of oil and gas sold. These increases were partially offset by upward
revisions in the estimates of remaining oil reserves at December 31, 2001. As a
percentage of oil and gas sales, this expense increased to 9.6% in 2001 from
6.8% in 2000. This percentage increase was primarily due to the dollar increase
in depreciation, depletion, and amortization.
General and administrative expenses decreased $5,501 (1.8%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses decreased
to 5.7% in 2001 from 7.6% in 2000. This percentage decrease was primarily due to
the increase in oil and gas sales.
-43-
III-B Partnership
-----------------
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
-------------------------------------
Total oil and gas sales decreased $870,302 (27.7%) in 2002 as compared to
2001. Of this decrease, approximately (i) $725,000 was related to a decrease in
the average price of gas sold and (ii) $492,000 was related to a decrease in
volumes of oil sold. These decreases were partially offset by an increase of
approximately $362,000 related to an increase in volumes of gas sold. Volumes of
oil sold decreased 19,923 barrels, while volumes of gas sold increased 85,808
Mcf in 2002 as compared to 2001. The decrease in volumes of oil sold was
primarily due to (i) a decline in production on several wells following the
recompletions of those wells during mid 2001 and (ii) normal declines in
production. These decreases were partially offset by an increase in production
on one significant well due to the successful workover of that well during mid
2002. The increase in volumes of gas sold was primarily due to (i) positive
prior period gas balancing adjustments on two significant wells during 2002 and
(ii) an increase in production on one significant well due to the successful
workover of that well during early 2002. These increases were partially offset
by a decline in production on two significant wells following the recompletions
of those wells during mid 2001. Average oil and gas prices decreased to $24.32
per barrel and $2.73 per Mcf, respectively, in 2002 from $24.72 per barrel and
$4.22 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $7,810 (1.2%) in 2002 as compared to 2001. This
decrease was primarily due to a decrease in production taxes associated with the
decrease in oil and gas sales. This decrease was partially offset by (i)
positive prior period lease operating expense adjustments on two significant
wells during 2002, (ii) an increase in workover expenses incurred on one
significant well in 2002 as compared to 2001, and (iii) workover expenses
incurred on several wells within the same unit during 2002. As a percentage of
oil and gas sales, these expenses increased to 27.4% in 2002 from 20.0% in 2001.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
increased $22,159 (7.0%) in 2002 as compared to 2001. This increase was
primarily due to (i) an increase in depletable oil and gas properties primarily
due to drilling activities on several wells during 2002 and (ii) downward
revisions in the estimates of remaining oil reserves at December 31, 2002. These
increases were partially offset by (i) two significant wells
-44-
being fully depleted in 2001 due to the lack of remaining economically
recoverable reserves and (ii) upward revisions in the estimates of remaining gas
reserves at December 31, 2002. As a percentage of oil and gas sales, this
expense increased to 14.8% in 2002 from 10.0% in 2001. This percentage increase
was primarily due to the decreases in the average prices of oil and gas sold.
General and administrative expenses increased $2,365 (1.4%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 7.6% in 2002 from 5.4% in 2001. This percentage increase was primarily due to
the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2002 totaling $19,426,353 or 140.43% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales increased $684,025 (27.8%) in 2001 as compared to
2000. Of this increase, approximately (i) $538,000 and $288,000, respectively,
were related to increases in volumes of oil and gas sold and (ii) $124,000 was
related to an increase in the average price of gas sold. These increases were
partially offset by a decrease of approximately $266,000 related to a decrease
in the average price of oil sold. Volumes of oil and gas sold increased 18,421
barrels and 73,646 Mcf, respectively, in 2001 as compared to 2000. The increase
in volumes of oil sold was primarily due to increased production on several
wells due to the recompletions of those wells during 2001. The increase in
volumes of gas sold was primarily due to (i) a successful completion of a new
well during mid 2000 and (ii) increased production on two other significant
wells due to the successful recompletion of those wells during 2001. Average oil
prices decreased to $24.72 per barrel in 2001 from $29.23 per barrel in 2000.
Average gas prices increased to $4.22 per Mcf in 2001 from $3.91 per Mcf in
2000.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $105,465 (20.1%) in 2001 as compared to 2000. This
increase was primarily due to (i) an increase in lease operating expenses
associated with the increases in volumes of oil and gas sold and (ii) an
increase in production taxes associated with the increase in oil and gas sales.
These increases were partially offset by workover expenses incurred on three
significant wells during 2000. As a percentage of oil and gas sales, these
expenses decreased to 20.0% in 2001 from 21.3% in 2000.
-45-
Depreciation, depletion, and amortization of oil and gas properties
increased $157,596 (100.5%) in 2001 as compared to 2000. This increase was
primarily due to the (i) two significant wells being fully depleted in 2001 due
to the lack of remaining economically recoverable reserves and (ii) the
increases in volumes of oil and gas sold. As a percentage of oil and gas sales,
this expense increased to 10.0% in 2001 from 6.4% in 2000. This percentage
increase was primarily due to the dollar increase in depreciation, depletion,
and amortization.
General and administrative expenses increased $4,514 (2.7%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, this percentage
decreased to 5.4% in 2001 from 6.7% in 2000. This percentage decrease was
primarily due to the increase in oil and gas sales.
III-C Partnership
-----------------
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
-------------------------------------
Total oil and gas sales decreased $1,630,227 (37.3%) in 2002 as compared
to 2001. Of this decrease, approximately (i) $1,108,000 was related to a
decrease in the average price of gas sold and (ii) $501,000 was related to a
decrease in volumes of gas sold. Volumes of oil and gas sold decreased 257
barrels and 117,402 Mcf, respectively, in 2002 as compared to 2001. The decrease
in volumes of oil sold was primarily due to (i) the shutting-in of several wells
within one unit for the latter portion of 2002 in order to perform workovers on
those wells and (ii) normal declines in production. These decreases were
partially offset by an increase in production on one significant well due to the
successful recompletion of that well during late 2002. The decrease in volumes
of gas sold was primarily due to (i) normal declines in production and (ii) a
decline in production on one significant well following the unsuccessful
recompletion attempt of that well during late 2001. Average oil and gas prices
decreased to $24.53 per barrel and $2.91 per Mcf, respectively, in 2002 from
$25.53 per barrel and $4.26 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $122,251 (12.5%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales and (ii) a decrease in lease operating
expenses associated with the decreases in volumes of oil and gas sold. These
decreases were partially offset by (i) workover expenses incurred on several
wells within the same unit during 2002 and (ii) workover expenses incurred on
two significant wells during 2002. As a percentage of oil and gas sales, these
expenses
-46-
increased to 31.3% in 2002 from 22.4% in 2001. This percentage increase was
primarily due to the decreases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $93,631 (25.2%) in 2002 as compared to 2001. This decrease was
primarily due to (i) two significant wells being fully depleted in 2001 due to
the lack of remaining economically recoverable reserves, (ii) the decreases in
volumes of oil and gas sold, and (iii) upward revisions in the estimates of
remaining oil and gas reserves at December 31, 2002. These decreases were
partially offset by an increase in depletable oil and gas properties primarily
due to drilling activities on several wells during 2002. As a percentage of oil
and gas sales, this expense increased to 10.1% in 2002 from 8.5% in 2001. This
percentage increase was primarily due to the decreases in the average prices of
oil and gas sold.
General and administrative expenses increased $3,444 (1.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 10.6% in 2002 from 6.6% in 2001. This percentage increase was primarily due
to the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2002 totaling $25,673,795 or 104.99% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales increased $220,684 (5.3%) in 2001 as compared to
2000. Of this increase, approximately $623,000 was related to an increase in the
average price of gas sold. This increase was partially offset by decreases of
approximately (i) $131,000 and $212,000, respectively, related to decreases in
volumes of oil and gas sold and (ii) $59,000 related to a decrease in the
average price of oil sold. Volumes of oil and gas sold decreased 4,458 barrels
and 58,928 Mcf, respectively, in 2001 as compared to 2000. The decrease in
volumes of oil sold was primarily due to normal declines in production. Average
oil prices decreased to $25.53 per barrel in 2001 from $29.44 per barrel in
2000. Average gas prices increased to $4.26 per Mcf in 2001 from $3.60 per Mcf
in 2000.
Oil and gas production expenses (including lease operating expenses and
production taxes) remained relatively constant in 2001 as compared to 2000. As a
percentage of oil and gas sales, these expenses decreased to 22.4% in 2001 from
23.6% in 2000.
Depreciation, depletion, and amortization of oil and gas properties
increased $86,073 (30.2%) in 2001 as compared to 2000.
-47-
This increase was primarily due to two significant wells being fully depleted in
2001 due to the lack of remaining economically recoverable reserves. This
increase was partially offset by a decrease in volumes of oil and gas sold. As a
percentage of oil and gas sales, this expense increased to 8.5% in 2001 from
6.9% in 2000. This percentage increase was primarily due to the dollar increase
in depreciation, depletion, and amortization.
General and administrative expenses decreased $3,971 (1.4%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses decreased
to 6.6% in 2001 from 7.0% in 2000.
The III-C Partnership achieved payout during the fourth quarter of 2001.
After payout, operations and revenues for the III-C Partnership have been and
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. Before payout, operating income and expenses were allocated 5%
to the General Partner and 95% to the Limited Partners.
III-D Partnership
-----------------
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
-------------------------------------
Total oil and gas sales decreased $935,645 (32.1%) in 2002 as compared to
2001. Of this decrease, approximately (i) $641,000 was related to a decrease in
the average price of gas sold and (ii) $248,000 was related to a decrease in
volumes of gas sold. Volumes of oil and gas sold decreased 2,291 barrels and
60,408 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes
of gas sold was primarily due to normal declines in production. Average oil
prices increased to $22.28 per barrel in 2002 from $22.13 per barrel in 2001.
Average gas prices decreased to $2.82 per Mcf in 2002 from $4.10 per Mcf in
2001.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $33,749 (3.7%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold and (ii) a decrease
in production taxes associated with the decrease in oil and gas sales. These
decreases were partially offset by (i) an increase in workover expenses incurred
on several wells within the same unit in 2002 as compared to 2001 and (ii)
workover expenses incurred on two significant wells during 2002. As a percentage
of oil and gas sales, these expenses increased to 44.6% in 2002 from 31.4% in
2001. This percentage increase was primarily due to the decrease in the average
price of gas sold.
-48-
Depreciation, depletion, and amortization of oil and gas properties
increased $23,911 (19.1%) in 2002 as compared to 2001. This increase was
primarily due to two significant wells being fully depleted in 2002 due to the
lack of remaining economically recoverable reserves. This increase was partially
offset by the decreases in volumes of oil and gas sold. As a percentage of oil
and gas sales, this expense increased to 7.6% in 2002 from 4.3% in 2001. This
percentage increase was primarily due to the decrease in the average price of
gas sold.
General and administrative expenses increased $2,128 (1.3%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 8.3% in 2002 from 5.6% in 2001. This percentage increase was primarily due to
the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2002 totaling $14,060,669 or 107.33% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales decreased $182,832 (5.9%) in 2001 as compared to
2000. Of this decrease, approximately $102,000 and $242,000, respectively, were
related to decreases in volumes of oil and gas sold and approximately $126,000
was related to a decrease in the average price of oil sold. These decreases were
partially offset by an increase of approximately $287,000 related to an increase
in the average price of gas sold. Volumes of oil and gas sold decreased 3,818
barrels and 67,453 Mcf, respectively, in 2001 as compared to 2000. The decreases
in volumes of oil and gas sold were primarily due to normal declines in
production. Average oil prices decreased to $22.13 per barrel in 2001 from
$26.70 per barrel in 2000. Average gas prices increased to $4.10 per Mcf in 2001
from $3.59 per Mcf in 2000.
The III-D Partnership sold certain oil and gas properties during 2001 and
recognized a $7,258 gain on such sales. Sales of oil and gas properties during
2000 resulted in the III-D Partnership recognizing similar gains of $203,942.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $19,108 (2.1%) in 2001 as compared to 2000. As a
percentage of oil and gas sales, these expenses increased to 31.4% in 2001 from
28.9% in 2000.
Depreciation, depletion, and amortization of oil and gas properties
decreased $140,534 (52.8%) in 2001 as compared to 2000. This decrease was
primarily due to (i) one significant well being fully depleted in 2000 due to
the lack of remaining
-49-
economically recoverable reserves and (ii) the decreases in volumes of oil and
gas sold. As a percentage of oil and gas sales, this expense decreased to 4.3%
in 2001 from 8.6% in 2000. This percentage decrease was primarily due to the
dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $5,056 (3.2%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 5.6% in 2001 from 5.1% in 2000.
The III-D Partnership achieved payout during the third quarter of 2001.
After payout, operations and revenues for the III-D Partnership have been and
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. Before payout, operating income and expenses were allocated 5%
to the General Partner and 95% to the Limited Partners.
III-E Partnership
-----------------
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
-------------------------------------
Total oil and gas sales decreased $2,862,544 (34.7%) in 2002 as compared to
2001. Of this decrease, approximately (i) $615,000 and $876,000, respectively,
were related to decreases in volumes of oil and gas sold and (ii) $1,358,000 was
related to a decrease in the average price of gas sold. Volumes of oil and gas
sold decreased 28,656 barrels and 226,080 Mcf, respectively, in 2002 as compared
to 2001. The decrease in volumes of oil sold was primarily due to normal
declines in production. The decrease in volumes of gas sold was primarily due to
(i) normal declines in production, (ii) production difficulties on one
significant well during 2002 (which have now been remedied), and (iii) the
shutting-in of another significant well during 2002 in order to perform a
recompletion scheduled for the first part of 2003. These decreases were
partially offset by the III-E Partnership receiving a reduced percentage of
sales on one significant well in 2001 due to gas balancing. Average oil and gas
prices decreased to $21.34 per barrel and $2.52 per Mcf, respectively, in 2002
from $21.45 per barrel and $3.87 per Mcf, respectively, in 2001. The average gas
price in 2002 was lowered by the payment of refund amounts relating to the R.W.
Scott Investments, LLC lawsuit described in Item 3 of this Annual Report due to
the netting of such refunds against gas sales.
Oil and gas production expenses (including lease operating expenses and
production expenses) increased $63,417 (1.8%) in 2002 as compared to 2001. This
increase was primarily due to an
-50-
increase in workover expenses incurred on several wells within several units in
2002 as compared to 2001. This increase was partially offset by (i) a decrease
in production taxes associated with the decrease in oil and gas sales and (ii) a
decrease in lease operating expenses associated with the decreases in volumes of
oil and gas sold. As a percentage of oil and gas sales, this expense increased
to 66.5% in 2002 from 42.6% in 2001. This percentage increase was primarily due
to the decreases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
increased $42,757 (12.2%) in 2002 as compared to 2001. This increase was
primarily due to (i) two significant wells being fully depleted in 2002 due to
the lack of remaining economically recoverable reserves and (ii) an increase in
depletable oil and gas properties primarily due to drilling activities in a
large unitized property during 2002. These increases were partially offset by
the decreases in volumes of oil and gas sold. As a percentage of oil and gas
sales, this expense increased to 7.3% in 2002 from 4.3% in 2001. This percentage
increase was primarily due to (i) the decreases in the average prices of oil and
gas sold and (ii) the dollar increase in depreciation, depletion, and
amortization.
General and administrative expenses increased $5,204 (1.1%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 9.0% in 2002 from 5.8% in 2001. This percentage increase was primarily due to
the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2002 totaling $44,357,016 or 106.05% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales decreased $2,238,482 (21.4%) in 2001 as compared
to 2000. Of this decrease, approximately (i) $559,000 and $1,110,000,
respectively, were related to decreases in volumes of oil and gas sold and (ii)
$777,000 was related to a decrease in the average price of oil sold. Volumes of
oil and gas sold decreased 21,319 barrels and 299,791 Mcf, respectively, in 2001
as compared to 2000. The decrease in volumes of oil sold was primarily due to
(i) normal declines in production and (ii) the sale of several wells during
early 2000. The decrease in volumes of gas sold was primarily due to (i) the
III-E Partnership receiving an increased percentage of sales on one significant
well during 2000, (ii) the sale of several wells during early 2000, and (iii)
the III-E Partnership receiving a reduced percentage of sales on another
significant well during 2001 due to gas balancing. As of the date of this Annual
Report,
-51-
management expects the gas balancing adjustment to continue for the foreseeable
future, thereby continuing to contribute to a decrease in volumes of gas sold.
Average oil prices decreased to $21.45 per barrel in 2001 from $26.23 per barrel
in 2000. Average gas prices increased to $3.87 per Mcf in 2001 from $3.70 per
Mcf in 2000.
As discussed in Liquidity and Capital Resources below, the III-E
Partnership sold certain oil and gas properties during 2001 and recognized a
$55,511 gain on such sales. Sales of oil and gas properties during 2000 resulted
in a similar gain of $1,324,494.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $141,266 (3.9%) in 2001 as compared to 2000. This
decrease was primarily due to (i) a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold and (ii) a decrease
in production taxes associated with the decrease in oil and gas sales. These
decreases were significantly offset by workover expenses incurred on two
significant wells during 2001. As a percentage of oil and gas sales, these
expenses increased to 42.6% in 2001 from 34.9% in 2000. This percentage increase
was primarily due to the decrease in the average price of oil sold and the
workover expenses incurred.
Depreciation, depletion, and amortization of oil and gas properties
decreased $57,405 (14.1%) in 2001 as compared to 2000. This decrease was
primarily due to one significant well being fully depleted in late 2000 due to
the lack of remaining economically recoverable reserves. As a percentage of oil
and gas sales, this expense increased to 4.3% in 2001 from 3.9% in 2000. This
percentage increase was primarily due to the decrease in the average price of
oil sold.
General and administrative expenses decreased $18,756 (3.8%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 5.8% in 2001 as compared to 4.8% in 2000. This percentage increase was
primarily due to the decrease in oil and gas sales.
The III-E Partnership achieved payout during the third quarter of 2001.
After payout, operations and revenues for the III-E Partnership are allocated
using after payout percentages. After payout percentages allocate operating
income and expenses 10% to the General Partner and 90% to the Limited Partners.
Before payout, operating income and expenses were allocated 5% to the General
Partner and 95% to the Limited Partners.
-52-
III-F Partnership
-----------------
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
-------------------------------------
Total oil and gas sales decreased $1,297,542 (44.2%) in 2002 as compared
to 2001. Of this decrease, approximately (i) $679,000 was related to a decrease
in the average price of gas sold and (ii) $442,000 was related to a decrease in
volumes of gas sold. Volumes of oil and gas sold decreased 3,881 barrels and
117,897 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes
of oil sold was primarily due to the sale of one significant well during early
2001. The decrease in volumes of gas sold was primarily due to (i) normal
declines in production, (ii) the shutting-in of one significant well during 2002
in order to perform a recompletion, and (iii) the shutting-in of another
significant well during 2002 in order to perform a workover. Average oil prices
increased to $22.81 per barrel in 2002 from $22.29 per barrel in 2001. Average
gas prices decreased to $2.20 per Mcf in 2002 from $3.75 per Mcf in 2001. The
average gas price in 2002 was lowered by the payment of refund amounts relating
to the R.W. Scott Investments, LLC lawsuit described in Item 3 of this Annual
Report due to the netting of such refunds against gas sales.
As discussed in Liquidity and Capital Resources below, the III-F
Partnership sold certain oil and gas properties during 2001 and recognized a
$338,452 gain on such sales. No such sales occurred during 2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $288,135 (32.3%) in 2002 as compared to 2001. This
decrease was primarily due to (i) the sale of one significant well during early
2001, (ii) a decrease in production taxes associated with the decrease in oil
and gas sales, and (iii) workover expenses incurred on two significant wells
during 2001. As a percentage of oil and gas sales, these expenses increased to
36.9% in 2002 from 30.4% in 2001. This percentage increase was primarily due to
the decrease in the average price of gas sold.
Depreciation, depletion, and amortization of oil and gas properties
increased $11,138 (4.2%) in 2002 as compared to 2001. This increase was
primarily due to an increase in depletable oil and gas properties primarily due
to drilling activities on two significant wells during 2002. This increase was
partially offset by (i) the decreases in volumes of oil and gas sold and (ii)
upward revisions in the estimates of remaining oil and gas reserves at December
31, 2002. As a percentage of oil and gas sales, this expense increased to 16.7%
in 2002 from 8.9% in 2001.
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This percentage increase was primarily due to the decrease in the average price
of gas sold.
General and administrative expenses increased $3,281 (1.3%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 16.2% in 2002 from 8.9% in 2001. This percentage increase was primarily due
to the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2002 totaling $17,339,904 or 78.29% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales decreased $503,021 (14.6%) in 2001 as compared to
2000. Of this decrease, approximately (i) $471,000 and $111,000, respectively,
were related to decreases in volumes of oil and gas sold and (ii) $168,000 was
related to a decrease in the average price of oil sold. These decreases were
partially offset by an increase of approximately $247,000 related to an increase
in the average price of gas sold. Volumes of oil and gas sold decreased 16,530
barrels and 33,041 Mcf, respectively, in 2001 as compared to 2000. The decrease
in volumes of oil sold was primarily due to the sale of several wells during
2000 and early 2001. Average oil prices decreased to $22.29 per barrel in 2001
from $28.49 per barrel in 2000. Average gas prices increased to $3.75 per Mcf in
2001 from $3.35 per Mcf in 2000.
As discussed in Liquidity and Capital Resources below, the III-F
Partnership sold certain oil and gas properties during 2001 and recognized a
$338,452 gain on such sales. Sales of oil and gas properties during 2000
resulted in the III-F Partnership recognizing similar gains totaling $277,211.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $24,258 (2.8%) in 2001 as compared to 2000. The
increase in oil and gas production expenses was primarily due to workover
expenses incurred on two significant wells during 2001. This increase was
partially offset by the sale of several wells during 2000 and early 2001. As a
percentage of oil and gas sales, these expenses increased to 30.4% in 2001 from
25.2% in 2000. This percentage increase was primarily due to the decrease in the
average price of oil sold and the workover expenses incurred.
Depreciation, depletion, and amortization of oil and gas properties
decreased $82,723 (24.0%) in 2001 as compared to 2000. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold and (ii) one
significant well being fully
-54-
depleted in 2000 due to the lack of remaining economically recoverable reserves.
As a percentage of oil and gas sales, this expense decreased to 8.9% in 2001
from 10.0% in 2000. This percentage decrease was primarily due to the increase
in the average price of gas sold.
General and administrative expenses remained relatively constant in 2001
as compared to 2000. As a percentage of oil and gas sales, these expenses
increased to 8.9% in 2001 from 7.7% in 2000. This percentage increase was
primarily due to the decrease in oil and gas sales.
III-G Partnership
-----------------
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
-------------------------------------
Total oil and gas sales decreased $669,577 (39.4%) in 2002 as compared to
2001. Of this decrease, approximately (i) $362,000 was related to a decrease in
the average price of gas sold and (ii) $219,000 was related to a decrease in
volumes of gas sold. Volumes of oil and gas sold decreased 2,029 barrels and
57,971 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes
of oil sold was primarily due to the sale of one significant well during early
2001. The decrease in volumes of gas sold was primarily due to (i) normal
declines in production, (ii) the shutting-in of one significant well during 2002
in order to perform a recompletion, and (iii) the shutting-in of another
significant well during 2002 in order to perform a workover. Average oil prices
increased to $22.99 per barrel in 2002 from $22.55 per barrel in 2001. Average
gas prices decreased to $2.24 per Mcf in 2002 from $3.77 per Mcf in 2001. The
average gas price in 2002 was lowered by the payment of refund amounts relating
to the R.W. Scott Investments, LLC lawsuit described in Item 3 of this Annual
Report due to the netting of such refunds against gas sales.
As discussed in Liquidity and Capital Resources below, the III-G
Partnership sold certain oil and gas properties during 2001 and recognized a
$220,939 gain on such sales. No such sales occurred during 2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $165,548 (30.2%) in 2002 as compared to 2001. This
decrease was primarily due to (i) the sale of one significant well during early
2001, (ii) a decrease in production taxes associated with the decrease in oil
and gas sales, and (iii) workover expenses incurred on two significant wells
during 2001. As a percentage of oil and gas sales, these expenses increased to
37.1% in 2002 from 32.2% in 2001. This
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percentage increase was primarily due to the decrease in the average price of
gas sold.
Depreciation, depletion, and amortization of oil and gas properties
remained relatively constant in 2002 as compared to 2001. An increase in
depletable oil and gas properties primarily due to drilling activities on two
significant wells during 2002 was substantially offset by (i) the decreases in
volumes of oil and gas sold and (ii) upward revisions in the estimates of
remaining oil and gas reserves at December 31, 2002. As a percentage of oil and
gas sales, this expense increased to 13.9% in 2002 from 8.3% in 2001. This
percentage increase was primarily due to the decrease in the average price of
gas sold.
General and administrative expenses increased $2,164 (1.4%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 14.9% in 2002 from 8.9% in 2001. This percentage increase was primarily due
to the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2002 totaling $9,548,287 or 78.31% of Limited Partners' capital contributions.
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales decreased $350,332 (17.1%) in 2001 as compared to
2000. Of this decrease, approximately (i) $323,000 was related to a decrease in
volumes of oil sold and (ii) $123,000 was related to the decrease in the average
price of oil sold. These decreases were partially offset by an increase of
approximately $117,000 related to an increase in the average price of gas sold.
Volumes of oil and gas sold decreased 11,319 barrels and 6,236 Mcf,
respectively, in 2001 as compared to 2000. The decrease in volumes of oil sold
was primarily due to the sale of several wells during 2000 and early 2001.
Average oil prices decreased to $22.55 per barrel in 2001 from $28.50 per barrel
in 2000. Average gas prices increased to $3.77 per Mcf in 2001 from $3.42 per
Mcf in 2000.
As discussed in Liquidity an Capital Resources above, the III-G
Partnership sold certain oil and gas properties in 2001 and recognized a
$220,939 gain on such sales. Sales of oil and gas properties during 2000
resulted in the III-G Partnership recognizing similar gains totaling $241,256.
Oil and gas production expenses (including lease operating expenses and
production taxes) remained relatively constant in 2001 as compared to 2000. A
decrease in oil and gas production expenses due to the sale of several wells
during 2000 and early 2001 was substantially offset by workover expenses
incurred on
-56-
two significant wells during 2001. As a percentage of oil and gas sales, these
expenses increased to 32.2% in 2001 from 26.9% in 2000. This percentage increase
was primarily due to the decrease in the average price of oil sold and the
workover expenses incurred.
Depreciation, depletion, and amortization of oil and gas properties
decreased $30,963 (17.9%) in 2001 as compared to 2000. This decrease was
primarily due to the decreases in volumes of oil and gas sold. As a percentage
of oil and gas sales, this expense decreased to 8.3% in 2001 from 8.4% in 2000.
General and administrative expenses increased $5,769 (3.9%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 8.9% in 2001 from 7.1% in 2000. This percentage increase was primarily due to
the decrease in oil and gas sales.
Average Sale Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of annual average oil and gas sales
prices, production volumes, and average production costs (lease operating
expenses and production taxes) per barrel of oil equivalent (one barrel or 6 Mcf
of gas) for 2002, 2001, and 2000.
2002 Compared to 2001
---------------------
Average Sales Prices
- -----------------------------------------------------------------------------
P/ship 2002 2001 % Change
- ------ ------------------- ----------------- --------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- -----
III-A $24.24 $2.81 $24.61 $4.29 (2%) (34%)
III-B 24.32 2.73 24.72 4.22 (2%) (35%)
III-C 24.53 2.91 25.53 4.26 (4%) (32%)
III-D 22.28 2.82 22.13 4.10 1% (31%)
III-E 21.34 2.52 21.45 3.87 (1%) (35%)
III-F 22.81 2.20 22.29 3.75 2% (41%)
III-G 22.99 2.24 22.55 3.77 2% (41%)
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Production Volumes
- -----------------------------------------------------------------------------
P/ship 2002 2001 % Change
- ------ --------------------- ------------------- --------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------- --------- ------ -----
III-A 54,340 908,912 82,520 791,697 (34%) 15%
III-B 39,042 486,057 58,965 400,249 (34%) 21%
III-C 14,716 817,975 14,973 935,377 ( 2%) (13%)
III-D 25,279 501,256 27,570 561,664 ( 8%) (11%)
III-E 133,901 1,000,715 162,557 1,226,795 (18%) (18%)
III-F 23,209 503,895 27,090 621,792 (14%) (19%)
III-G 18,665 268,824 20,694 326,795 (10%) (18%)
Average Production Costs
per Barrel of Oil Equivalent
----------------------------------------
P/ship 2002 2001 % Change
------ ----- ----- --------
III-A $4.45 $4.76 ( 7%)
III-B 5.19 5.02 3%
III-C 5.68 5.74 ( 1%)
III-D 8.10 7.55 7%
III-E 11.89 9.57 24%
III-F 5.63 6.82 (17%)
III-G 6.02 7.29 (17%)
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2001 Compared to 2000
---------------------
Average Sales Prices
- ----------------------------------------------------------------------------
P/ship 2001 2000 % Change
- ------ ------------------- ----------------- -------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- ----
III-A $24.61 $4.29 $29.15 $3.91 (16%) 10%
III-B 24.72 4.22 29.23 3.91 (15%) 8%
III-C 25.53 4.26 29.44 3.60 (13%) 18%
III-D 22.13 4.10 26.70 3.59 (17%) 14%
III-E 21.45 3.87 26.23 3.70 (18%) 5%
III-F 22.29 3.75 28.49 3.35 (22%) 12%
III-G 22.55 3.77 28.50 3.42 (21%) 10%
Production Volumes
- -----------------------------------------------------------------------------
P/ship 2001 2000 % Change
- ------ --------------------- ------------------- --------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------- --------- ------ -----
III-A 82,520 791,697 49,908 678,985 65% 17%
III-B 58,965 400,249 40,544 326,603 45% 23%
III-C 14,973 935,377 19,431 994,305 (23%) ( 6%)
III-D 27,570 561,664 31,388 629,117 (12%) (11%)
III-E 162,557 1,226,795 183,876 1,526,586 (12%) (20%)
III-F 27,090 621,792 43,620 654,833 (38%) ( 5%)
III-G 20,694 326,795 32,013 333,031 (35%) ( 2%)
Average Production Costs
per Barrel of Oil Equivalent
----------------------------------------
P/ship 2001 2000 % Change
------ ----- ----- --------
III-A $4.76 $5.23 ( 9%)
III-B 5.02 5.53 ( 9%)
III-C 5.74 5.29 9%
III-D 7.55 6.57 15%
III-E 9.57 8.33 15%
III-F 6.82 5.68 20%
III-G 7.29 6.31 16%
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Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the Limited Partners on a quarterly basis. See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not reinvested in productive assets, except to the extent that producing
wells are improved, where methods are employed to permit more efficient recovery
of reserves, or where identified developmental drilling or recompletion
opportunities are pursued, thereby resulting in a positive economic impact.
Assuming 2002 production levels for future years, the Partnerships' proved
reserve quantities at December 31, 2002 would have the following remaining
lives:
Partnership Gas-Years Oil-Years
----------- --------- ---------
III-A 4.3 1.1
III-B 3.4 1.2
III-C 6.0 7.5
III-D 5.3 9.3
III-E 7.2 9.4
III-F 9.3 9.7
III-G 9.5 10.0
These life of reserves estimates are based on the current estimates of
remaining oil and gas reserves. See "Item 2. Properties" for a discussion of
these reserve estimates.
The Partnerships' available capital from the Limited Partners'
subscriptions has been spent on oil and gas properties and there should be no
further material capital resource commitments in the future. The Partnerships
have no debt commitments. Cash for operational purposes will be provided by
current oil and gas production. During 2002, 2001, and 2000 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 2002 2001 2000
----------- -------- -------- --------
III-A $137,214 $314,177 $ 13,509
III-B 63,540 207,751 8,907
III-C 153,761 128,049 25,540
III-D 170,676 58,029 24,429
III-E 486,120 338,130 224,656
III-F 89,261 52,855 175,878
III-G 52,739 53,457 103,365
While these expenditures may reduce or eliminate cash available for a
particular quarterly cash distribution, the
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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 2002, 2001,
and 2000. The sale of the Partnerships' properties was made by the General
Partner after giving due consideration to both the offer price and the General
Partner's estimate of the property's remaining proved reserves and future
operating costs. Net proceeds from the sale of such properties were included in
the calculation of the Partnerships' cash distributions for the quarter
immediately following the Partnerships' receipt of the proceeds. The amount of
such proceeds from the sale of oil and gas properties during 2002, 2001, and
2000, were as follows:
Partnership 2002 2001 2000
----------- --------- -------- ----------
III-A $ - $ 7,352 $ 38,743
III-B 118 3,105 13,342
III-C 20,018 52,664 71,917
III-D 16,935 7,258 206,940
III-E - 55,511 1,352,609
III-F - 344,043 349,431
III-G - 222,333 247,866
The General Partner believes that the sale of these properties will be
beneficial to the Partnerships in the long-term since the properties sold
generally had a higher ratio of future operating expenses as compared to
reserves than the properties not sold.
There can be no assurance as to the amount of the Partnerships' future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available cash flow generated by the Partnerships'
operating activities, which will be affected (either positively or negatively)
by many factors beyond the control of the Partnerships, including the price of
and demand for oil and gas and other market and economic conditions. Even if
prices and costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing properties
declines) since the Partnerships are not replacing production through
acquisitions of producing properties and drilling. The Partnerships' quantity of
proved reserves has been reduced by the sale of oil and gas properties as
described above; therefore, it is possible that the Partnerships' future cash
distributions will decline as a result of a reduction of the Partnerships'
reserve base.
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements") the Partnerships were scheduled to terminate on
the dates indicated in the "Initial Termination Date" column of the following
chart. However, the
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Partnership Agreements provide that the General Partner may extend the term of
each Partnership for up to five periods of two years each. As of the date of
this Annual Report, the General Partner has extended the term of the III-G
Partnership for the first two-year extension period, and the III-A, III-B,
III-C, III-D, III-E, and III-F Partnerships for the second two-year 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 2 November 22, 2003
III-B January 24, 2000 2 January 24, 2004
III-C February 28, 2000 2 February 28, 2004
III-D September 5, 2000 2 September 5, 2004
III-E December 26, 2000 2 December 26, 2004
III-F March 7, 2001 2 March 7, 2005
III-G September 20, 2001 1 September 20, 2003
The General Partner has not determined whether it will further extend the term
of any Partnership.
During the first quarter of 2003 the Partnerships reimbursed Samson for
certain payments Samson made to royalty and overriding royalty interest owners
on Wyoming properties. These refunds were made in connection with the class
action allegations made in the lawsuit described in "Item 3. Legal Proceedings."
These reimbursements may reduce or eliminate cash available for first quarter
cash distributions.
Critical Accounting Policies
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in connection with the further development of oil and gas reserves.
Property acquisition costs include costs incurred by the Partnerships or the
General Partner to acquire producing properties, including related title
insurance or examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an allocated
portion of the General Partners' property screening costs. The acquisition cost
to the Partnership of properties acquired by the General Partner is adjusted to
reflect the net cash results of operations, including interest incurred to
finance the acquisition, for the period of time the properties are held by the
General Partner.
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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 15 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
-63-
by the underproduced party in excess of current estimates of total gas reserves
for the well or by a negotiated or contractual payment to the underproduced
party.
New Accounting Pronouncements
Below is a brief description of Financial Accounting Standards ("FAS")
recently issued by the Financial Accounting Standards Board ("FASB") which may
have an impact on the Partnerships' future results of operations and financial
position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective for fiscal years beginning after
June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived assets (mainly plugging and abandonment costs for the Partnerships'
depleted wells), in the period in which the liabilities are incurred (at the
time the wells are drilled). Management estimates that adopting this statement
will result in an increase in capitalized cost of oil and gas properties, an
increase in net income for the cumulative effect of the change in accounting
principle, and the recognition of an asset retirement obligation in the
following approximate amounts for each Partnership:
Change in Increase in
Capitalized Net Income for
Cost of Oil the Change in Asset
and Gas Accounting Retirement
Partnership Properties Principle Obligation
- ----------- ------------ -------------- ----------
III-A $166,000 $ 56,000 $110,000
III-B 116,000 39,000 77,000
III-C 296,000 106,000 190,000
III-D 170,000 64,000 106,000
III-E 421,000 160,000 261,000
III-F 234,000 94,000 140,000
III-G 149,000 55,000 94,000
The asset retirement obligation will be adjusted upwards each quarter in order
to recognize accretion of the time-related discount factor. Management has not
yet determined the actual or estimated impact of these future adjustments on the
Partnerships' future financial condition or results of operations.
In August 2001, the FASB issued FAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which is effective for fiscal
years beginning after December 15, 2001(January 1, 2002 for the Partnerships).
This statement supersedes FAS No. 121 "Accounting for the Impairment of Long-
-64-
Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions of FAS
No. 144, as they relate to the Partnerships, are essentially the same as FAS No.
121 and thus did not have a significant effect on the Partnerships' financial
condition or results of operations.
In November 2002, the FASB issued FASB Interpretation 45 (FIN 45)
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantee of Indebtedness of Others." FIN 45 requires that upon
issuance of a guarantee, the guarantor must recognize a liability for the fair
value of the obligation it assumes under that guarantee. The disclosure
requirements are effective for financial statements of both interim and annual
periods which end after December 15, 2002. The Partnerships are not guarantors
under any guarantees and thus this interpretation is not expected to have an
effect on the Partnerships' financial position or results of operations.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors,
including the extent of domestic and foreign production, foreign imports of oil,
market demand, domestic and foreign economic conditions in general, and
governmental regulations and tax laws. The general level of inflation in the
economy did not have a material effect on the operations of the Partnerships in
2002. 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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Partnerships do not hold any market risk sensitive instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 15
hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
-65-
PART III
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 51 President and Director
Judy K. Fox 52 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 2002 of reports required under Section 16 of the Securities Exchange Act
of 1934.
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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 2002, 2001, and 2000, 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 2002 2001 2000
----------- -------- -------- --------
III-A $277,872 $277,872 $277,872
III-B 145,620 145,620 145,620
III-C 257,412 257,412 257,412
III-D 137,904 137,904 137,904
III-E 440,280 440,280 440,280
III-F 233,136 233,136 233,136
III-G 128,340 128,340 128,340
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships reimburse the
General Partner or its affiliates for that portion of such officers' and
directors' salaries and expenses attributable to time devoted by such
individuals to the Partnerships' activities based on the allocation method
described above. The following tables indicate the approximate amount of general
and administrative expense reimbursement attributable to the salaries of the
directors, officers, and employees of the General Partner and its affiliates
during 2002, 2001, and 2000:
-67-
Salary Reimbursement
III-A Partnership
---------------
Three Years Ended December 31, 2002
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- ------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2000 - - - - - - -
2001 - - - - - - -
2002 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2000 $164,917 - - - - - -
2001 $154,275 - - - - - -
2002 $148,384 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-A Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-A Partnership and no individual's salary or other
compensation reimbursement from the III-A Partnership equals or exceeds
$100,000 per annum.
-68-
Salary Reimbursement
III-B Partnership
---------------
Three Years Ended December 31, 2002
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- ------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2000 - - - - - - -
2001 - - - - - - -
2002 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2000 $86,425 - - - - - -
2001 $80,848 - - - - - -
2002 $77,761 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-B Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-B Partnership and no individual's salary or other
compensation reimbursement from the III-B Partnership equals or exceeds
$100,000 per annum.
-69-
Salary Reimbursements
III-C Partnership
-----------------
Three Years Ended December 31, 2002
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- ------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2000 - - - - - - -
2001 - - - - - - -
2002 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2000 $152,774 - - - - - -
2001 $142,915 - - - - - -
2002 $137,458 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-C Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-C Partnership and no individual's salary or other
compensation reimbursement from the III-C Partnership equals or exceeds
$100,000 per annum.
-70-
Salary Reimbursements
III-D Partnership
-----------------
Three Years Ended December 31, 2002
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- ------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2000 - - - - - - -
2001 - - - - - - -
2002 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2000 $81,846 - - - - - -
2001 $76,564 - - - - - -
2002 $73,641 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-D Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-D Partnership and no individual's salary or other
compensation reimbursement from the III-D Partnership equals or exceeds
$100,000 per annum.
-71-
Salary Reimbursements
III-E Partnership
-----------------
Three Years Ended December 31, 2002
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- ------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2000 - - - - - - -
2001 - - - - - - -
2002 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2000 $261,306 - - - - - -
2001 $244,443 - - - - - -
2002 $235,110 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-E Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-E Partnership and no individual's salary or other
compensation reimbursement from the III-E Partnership equals or exceeds
$100,000 per annum.
-72-
Salary Reimbursements
III-F Partnership
-----------------
Three Years Ended December 31, 2002
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- ------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2000 - - - - - - -
2001 - - - - - - -
2002 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2000 $138,366 - - - - - -
2001 $129,437 - - - - - -
2002 $124,495 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-F Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-F Partnership and no individual's salary or other
compensation reimbursement from the III-F Partnership equals or exceeds
$100,000 per annum.
-73-
Salary Reimbursements
III-G Partnership
-----------------
Three Years Ended December 31, 2002
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- ------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2000 - - - - - - -
2001 - - - - - - -
2002 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2000 $76,170 - - - - - -
2001 $71,254 - - - - - -
2002 $68,534 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-G Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-G Partnership and no individual's salary or other
compensation reimbursement from the III-G Partnership equals or exceeds
$100,000 per annum.
-74-
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. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of
the Units as of March 1, 2003 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 55,929 (21.2%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 55,929 (21.2%)
-75-
III-B Partnership:
- -----------------
Samson Resources Company 29,654 (21.4%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 29,654 (21.4%)
III-C Partnership:
- -----------------
Samson Resources Company 56,130 (23.0%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 56,130 (23.0%)
III-D Partnership:
- -----------------
Samson Resources Company 33,419 (25.5%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 33,419 (25.5%)
III-E Partnership:
- -----------------
Samson Resources Company 109,378 (26.2%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 109,378 (26.2%)
III-F Partnership:
- -----------------
Samson Resources Company 57,649 (26.0%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 57,649 (26.0%)
III-G Partnership:
- -----------------
Samson Resources Company 31,178 (25.6%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 31,178 (25.6%)
-76-
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.
-77-
PART IV
ITEM 14. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Partnerships
carried out an evaluation under the supervision and with the participation of
the Partnerships' management, including their chief executive officer and chief
financial officer, of the effectiveness of the design and operation of the
Partnerships' disclosure controls and procedures pursuant to Rule 13a-14 of the
Securities Exchange Act of 1934. Based upon that evaluation, the Partnerships'
chief executive officer and chief financial officer concluded that the
Partnerships' disclosure controls and procedures are effective in timely
alerting them to material information relating to the Partnerships required to
be included in the Partnerships' periodic filings with the SEC. There have been
no significant changes in the Partnerships' internal controls or in other
factors which could significantly affect the Partnerships' internal controls
subsequent to the date the Partnerships carried out this evaluation.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the
Geodyne Energy Income Limited Partnership III-A
Geodyne Energy Income Limited Partnership III-B
Geodyne Energy Income Limited Partnership III-C
Geodyne Energy Income Limited Partnership III-D
Geodyne Energy Income Limited Partnership III-E
Geodyne Energy Income Limited Partnership III-F
Geodyne Energy Income Limited Partnership III-G
as of December 31, 2002 and 2001 and for each of the three years in
the period ended December 31, 2002 are filed as part of this report:
Report of Independent Accountants
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.
-78-
(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
-79-
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 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.
4.11 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.
4.12 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.
4.13 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.
4.14 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.
-80-
4.15 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.
4.16 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.
4.17 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.
4.18 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.
4.19 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.
4.20 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.
4.21 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.
4.22 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
-81-
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
4.23 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.
4.24 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.
4.25 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.
4.26 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.
4.27 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.
4.28 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.
4.29 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.
-82-
4.30 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.
4.31 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.
4.32 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.
4.33 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.
4.34 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.
4.35 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.
*4.36 Sixth Amendment to Agreement of Limited Partnership for the Geodyne
Energy Income Limited Partnership III-D dated August 20, 2002.
4.37 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.
-83-
4.38 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.
4.39 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.
4.40 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.
4.41 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.
4.42 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.
4.43 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.
4.44 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.
4.45 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
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14, 2002, and is hereby incorporated by reference.
4.46 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.
4.47 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.
4.48 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.
4.49 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.
4.50 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.
4.51 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.
4.52 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.
4.53 Fifth Amendment to Agreement of Limited Partnership dated
February 5, 2001 for the Geodyne Energy Income
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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.
*4.53a Sixth Amendment to Agreement of Limited Partnership for the Geodyne
Energy Income Limited Partnership III-F dated February 10, 2003.
4.54 Agreement of Limited Partnership dated September 20, 1991 for
Geodyne Energy Income Limited Partnership III-G filed as Exhibit 4.7
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.55 Certificate of Limited Partnership dated September 20, 1991 for
Geodyne Energy Income Limited Partnership III-G filed as Exhibit
4.53 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.
4.56 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-G 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.
4.57 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-G filed as
Exhibit 4.21 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.
4.58 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-G filed as
Exhibit 4.28 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 Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-G filed as
Exhibit 4.57 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.
4.60 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-G filed
as Exhibit 4.35 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.
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4.61 Fifth Amendment to Agreement of Limited Partnership dated September
6, 2001, for the Geodyne Energy Income Limited Partnership III-G
filed as Exhibit 4.59 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.
*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.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-G.
*99.1 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.
*99.2 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.
*99.3 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.
*99.4 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.
*99.5 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.
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*99.6 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.
*99.7 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-G.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 2002:
None.
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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
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-G
By: GEODYNE RESOURCES, INC.
General Partner
March 28, 2003
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 28, 2003
------------------- Director (Principal
Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting March 28, 2003
------------------- Officer (Principal
Craig D. Loseke Accounting and
Financial Officer)
//s//Judy K. Fox Secretary March 28, 2003
-------------------
Judy K. Fox
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CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-A;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
-90-
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Dennis R. Neill
---------------------------
Dennis R. Neill, President
(Principal Executive Officer)
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CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-A;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
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b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Craig D. Loseke
---------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
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CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-B;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
-94-
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Dennis R. Neill
---------------------------
Dennis R. Neill, President
(Principal Executive Officer)
-95-
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-B;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
-96-
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Craig D. Loseke
---------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
-97-
CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-C;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
-98-
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Dennis R. Neill
---------------------------
Dennis R. Neill, President
(Principal Executive Officer)
-99-
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-C;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
-100-
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Craig D. Loseke
---------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
-101-
CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-D;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
-102-
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Dennis R. Neill
---------------------------
Dennis R. Neill, President
(Principal Executive Officer)
-103-
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-D;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
-104-
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Craig D. Loseke
---------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
-105-
CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-E;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
-106-
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Dennis R. Neill
---------------------------
Dennis R. Neill, President
(Principal Executive Officer)
-107-
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-E;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
-108-
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Craig D. Loseke
---------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
-109-
CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-F;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
-110-
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Dennis R. Neill
---------------------------
Dennis R. Neill, President
(Principal Executive Officer)
-111-
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-F;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
-112-
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Craig D. Loseke
---------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
-113-
CERTIFICATION
I, Dennis R. Neill, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-G;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
-114-
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Dennis R. Neill
---------------------------
Dennis R. Neill, President
(Principal Executive Officer)
-115-
CERTIFICATION
I, Craig D. Loseke, certify that:
1. I have reviewed this annual report on Form 10-K of Geodyne Energy
Income Limited Partnership III-G;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
-116-
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
//s//Craig D. Loseke
---------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
-117-
Item 8: Financial Statements and Supplementary Data
REPORT OF INDEPENDENT ACCOUNTANTS
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, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 14, 2003
F-1
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Balance Sheets
December 31, 2002 and 2001
ASSETS
------
2002 2001
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 718,665 $ 874,852
Accounts receivable:
Related party (Note 2) 888
Oil and gas sales 617,187 557,898
--------- ---------
Total current assets $1,336,740 $1,432,750
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 867,774 1,306,496
DEFERRED CHARGE 260,836 347,573
--------- ---------
$2,465,350 $3,086,819
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 86,580 $ 201,567
Gas imbalance payable 27,471 31,836
--------- ---------
Total current liabilities $ 114,051 $ 233,403
ACCRUED LIABILITY $ 33,171 $ 40,963
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 87,091) ($ 114,834)
Limited Partners, issued and
outstanding, 263,976 Units 2,405,219 2,927,287
--------- ---------
Total Partners' capital $2,318,128 $2,812,453
--------- ---------
$2,465,350 $3,086,819
========= =========
The accompanying notes are an integral part of these
financial statements.
F-2
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Statements of Operations
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
------------ ---------- ----------
REVENUES:
Oil and gas sales $3,875,098 $5,425,163 $4,111,261
Interest income 7,489 33,344 26,015
Gain (loss) on sale of oil
and gas properties ( 22,350) 5,635 7,670
--------- --------- ---------
$3,860,237 $5,464,142 $4,144,946
COSTS AND EXPENSES:
Lease operating $ 697,520 $ 597,621 $ 525,707
Production tax 217,732 422,469 327,504
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 552,708 519,385 277,866
General and
administrative 312,358 308,576 314,077
--------- --------- ---------
$1,780,318 $1,848,051 $1,445,154
--------- --------- ---------
NET INCOME $2,079,919 $3,616,091 $2,699,792
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 256,987 $ 405,019 $ 275,300
========= ========= =========
LIMITED PARTNERS - NET
INCOME $1,822,932 $3,211,072 $2,424,492
========= ========= =========
NET INCOME per Unit $ 6.91 $ 12.16 $ 9.18
========= ========= =========
UNITS OUTSTANDING 263,976 263,976 263,976
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-3
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2002, 2001, and 2000
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1999 $2,857,723 ($194,823) $2,662,900
Net income 2,424,492 275,300 2,699,792
Cash distributions ( 1,695,000) ( 212,673) ( 1,907,673)
--------- ------- ---------
Balance, Dec. 31, 2000 $3,587,215 ($132,196) $3,455,019
Net income 3,211,072 405,019 3,616,091
Cash distributions ( 3,871,000) ( 387,657) ( 4,258,657)
--------- ------- ---------
Balance, Dec. 31, 2001 $2,927,287 ($114,834) $2,812,453
Net income 1,822,932 256,987 2,079,919
Cash distributions ( 2,345,000) ( 229,244) ( 2,574,244)
--------- ------- ---------
Balance, Dec. 31, 2002 $2,405,219 ($ 87,091) $2,318,128
========= ======= =========
The accompanying notes are an integral part of these
financial statements.
F-4
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Statements of Cash Flows
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $2,079,919 $3,616,091 $2,699,792
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 552,708 519,385 277,866
(Gain) loss on sale of oil
and gas properties 22,350 ( 5,635) ( 7,670)
Increase in accounts
receivable-related
party ( 10) - -
(Increase) decrease in
accounts receivable -
oil and gas sales ( 59,289) 255,651 ( 487,858)
(Increase) decrease in
deferred charge 86,737 202 ( 68,124)
Increase (decrease) in
accounts payable ( 114,987) 159,063 ( 6,691)
Increase (decrease) in
gas imbalance payable ( 4,365) ( 2,634) 2,811
Increase (decrease) in
accrued liability ( 7,792) ( 12,667) 3,578
--------- --------- ---------
Net cash provided by
operating activities $2,555,271 $4,529,456 $2,413,704
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 137,214) ($ 314,177) ($ 13,509)
Proceeds from sale of oil
and gas properties - 7,352 38,743
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 137,214) ($ 306,825) $ 25,234
--------- --------- ---------
F-5
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,574,244) ($4,258,657) ($1,907,673)
--------- --------- ---------
Net cash used by
financing activities ($2,574,244) ($4,258,657) ($1,907,673)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 156,187) ($ 36,026) $ 531,265
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 874,852 910,878 379,613
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 718,665 $ 874,852 $ 910,878
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-6
REPORT OF INDEPENDENT ACCOUNTANTS
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, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 14, 2003
F-7
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Balance Sheets
December 31, 2002 and 2001
ASSETS
------
2002 2001
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 397,754 $ 494,899
Accounts receivable:
Related party (Note 2) 586 -
Oil and gas sales 346,664 329,826
--------- ---------
Total current assets $ 745,004 $ 824,725
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 461,645 750,031
DEFERRED CHARGE 184,282 255,990
--------- ---------
$1,390,931 $1,830,746
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 57,077 $ 123,265
Gas imbalance payable 12,396 14,325
--------- ---------
Total current liabilities $ 69,473 $ 137,590
ACCRUED LIABILITY $ 12,518 $ 19,358
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 48,554) ($ 67,276)
Limited Partners, issued and
outstanding, 138,336 Units 1,357,494 1,741,074
--------- ---------
Total Partners' capital $1,308,940 $1,673,798
--------- ---------
$1,390,931 $1,830,746
========= =========
The accompanying notes are an integral part of these
financial statements.
F-8
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Statements of Operations
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
------------ ---------- ----------
REVENUES:
Oil and gas sales $2,276,161 $3,146,463 $2,462,438
Interest income 3,923 17,017 14,670
Gain (loss) on sale of oil
and gas properties ( 14,724) 2,391 -
--------- --------- ---------
$2,265,360 $3,165,871 $2,477,108
COSTS AND EXPENSES:
Lease operating $ 477,844 $ 380,273 $ 327,214
Production tax 145,092 250,473 198,067
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 336,505 314,346 156,750
General and
administrative 173,046 170,681 166,167
--------- --------- ---------
$1,132,487 $1,115,773 $ 848,198
--------- --------- ---------
NET INCOME $1,132,873 $2,050,098 $1,628,910
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 216,453 $ 348,971 $ 264,081
========= ========= =========
LIMITED PARTNERS - NET
INCOME $ 916,420 $1,701,127 $1,364,829
========= ========= =========
NET INCOME per Unit $ 6.62 $ 12.30 $ 9.87
========= ========= =========
UNITS OUTSTANDING 138,336 138,336 138,336
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-9
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2002, 2001, and 2000
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1999 $1,687,118 ($ 79,362) $1,607,756
Net income 1,364,829 264,081 1,628,910
Cash distributions ( 1,014,000) ( 223,475) ( 1,237,475)
--------- ------- ---------
Balance, Dec. 31, 2000 $2,037,947 ($ 38,756) $1,999,191
Net income 1,701,127 348,971 2,050,098
Cash distributions ( 1,998,000) ( 377,491) ( 2,375,491)
--------- ------- ---------
Balance, Dec. 31, 2001 $1,741,074 ($ 67,276) $1,673,798
Net income 916,420 216,453 1,132,873
Cash distributions ( 1,300,000) ( 197,731) ( 1,497,731)
--------- ------- ---------
Balance, Dec. 31, 2002 $1,357,494 ($ 48,554) $1,308,940
========= ======= =========
The accompanying notes are an integral part of these
financial statements.
F-10
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Statements of Cash Flows
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,132,873 $2,050,098 $1,628,910
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 336,505 314,346 156,750
(Gain) loss on sale of oil
and gas properties 14,724 ( 2,391) -
Increase in accounts
receivable-related
party ( 7) - -
(Increase) decrease in
accounts receivable -
oil and gas sales ( 16,838) 126,715 ( 241,682)
(Increase) decrease in
deferred charge 71,708 3,301 ( 29,657)
Increase (decrease) in
accounts payable ( 66,188) 98,281 ( 7,601)
Decrease in gas
imbalance payable ( 1,929) ( 2,168) ( 24)
Decrease in accrued
liability ( 6,840) ( 9,722) ( 4,378)
--------- --------- ---------
Net cash provided by
operating activities $1,464,008 $2,578,460 $1,502,318
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 63,540) ($ 207,751) ($ 8,907)
Proceeds from sale of oil
and gas properties 118 3,105 13,342
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 63,422) ($ 204,646) $ 4,435
--------- --------- ---------
F-11
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,497,731) ($2,375,491) ($1,237,475)
--------- --------- ---------
Net cash used by
financing activities ($1,497,731) ($2,375,491) ($1,237,475)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 97,145) ($ 1,677) $ 269,278
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 494,899 496,576 227,298
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 397,754 $ 494,899 $ 496,576
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-12
REPORT OF INDEPENDENT ACCOUNTANTS
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, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 14, 2003
F-13
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Balance Sheets
December 31, 2002 and 2001
ASSETS
------
2002 2001
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 480,424 $ 371,012
Accounts receivable:
Oil and gas sales 518,374 362,134
--------- ---------
Total current assets $ 998,798 $ 733,146
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 1,694,533 1,820,677
DEFERRED CHARGE 57,867 73,472
--------- ---------
$2,751,198 $2,627,295
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 143,943 $ 86,399
Gas imbalance payable 43,923 40,724
--------- ---------
Total current liabilities $ 187,866 $ 127,123
ACCRUED LIABILITY $ 196,167 $ 168,448
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 150,636) ($ 175,495)
Limited Partners, issued and
outstanding, 244,536 Units 2,517,801 2,507,219
--------- ---------
Total Partners' capital $2,367,165 $2,331,724
--------- ---------
$2,751,198 $2,627,295
========= =========
The accompanying notes are an integral part of these
financial statements.
F-14
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Statements of Operations
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
---------- ---------- ----------
REVENUES:
Oil and gas sales $2,740,888 $4,371,115 $4,150,431
Interest income 4,112 32,045 30,221
Gain on sale of oil and
gas properties 17,501 52,372 71,916
--------- --------- ---------
$2,762,501 $4,455,532 $4,252,568
COSTS AND EXPENSES:
Lease operating $ 664,164 $ 681,586 $ 694,315
Production tax 193,962 298,791 284,509
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 277,388 371,019 284,946
General and
administrative 290,169 286,725 290,696
--------- --------- ---------
$1,425,683 $1,638,121 $1,554,466
--------- --------- ---------
NET INCOME $1,336,818 $2,817,411 $2,698,102
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 158,236 $ 163,926 $ 143,251
========= ========= =========
LIMITED PARTNERS - NET
INCOME $1,178,582 $2,653,485 $2,554,851
========= ========= =========
NET INCOME per Unit $ 4.82 $ 10.85 $ 10.45
========= ========= =========
UNITS OUTSTANDING 244,536 244,536 244,536
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-15
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2002, 2001, and 2000
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1999 $3,364,883 ($168,448) $3,196,435
Net income 2,554,851 143,251 2,698,102
Cash distributions ( 2,065,000) ( 127,627) ( 2,192,627)
--------- ------- ---------
Balance, Dec. 31, 2000 $3,854,734 ($152,824) $3,701,910
Net income 2,653,485 163,926 2,817,411
Cash distributions ( 4,001,000) ( 186,597) ( 4,187,597)
--------- ------- ---------
Balance, Dec. 31, 2001 $2,507,219 ($175,495) $2,331,724
Net income 1,178,582 158,236 1,336,818
Cash distributions ( 1,168,000) ( 133,377) ( 1,301,377)
--------- ------- ---------
Balance, Dec. 31, 2002 $2,517,801 ($150,636) $2,367,165
========= ======= =========
The accompanying notes are an integral part of these
financial statements.
F-16
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Statements of Cash Flows
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,336,818 $2,817,411 $2,698,102
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 277,388 371,019 284,946
Gain on sale of oil and
gas properties ( 17,501) ( 52,372) ( 71,916)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 156,240) 529,877 ( 447,575)
Decrease in deferred
charge 15,605 16,576 107,221
Increase in accounts
payable 57,544 14,668 21,324
Increase (decrease) in
gas imbalance payable 3,199 24,057 ( 28,060)
Increase in accrued
liability 27,719 9,490 2,562
--------- --------- ---------
Net cash provided by
operating activities $1,544,532 $3,730,726 $2,566,604
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 153,761) ($ 128,049) ($ 25,540)
Proceeds from sale of oil
and gas properties 20,018 52,664 71,917
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 133,743) ($ 75,385) $ 46,377
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,301,377) ($4,187,597) ($2,192,627)
--------- --------- ---------
Net cash used by
financing activities ($1,301,377) ($4,187,597) ($2,192,627)
--------- --------- ---------
F-17
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 109,412 ($ 532,256) $ 420,354
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 371,012 903,268 482,914
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 480,424 $ 371,012 $ 903,268
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-18
REPORT OF INDEPENDENT ACCOUNTANTS
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, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 14, 2003
F-19
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Balance Sheets
December 31, 2002 and 2001
ASSETS
------
2002 2001
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 306,024 $ 160,008
Accounts receivable:
Oil and gas sales 386,024 250,386
--------- ---------
Total current assets $ 692,048 $ 410,394
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 755,553 735,922
DEFERRED CHARGE 10,949 11,614
--------- ---------
$1,458,550 $1,157,930
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 171,347 $ 147,868
--------- ---------
Total current liabilities $ 171,347 $ 147,868
ACCRUED LIABILITY $ 251,798 $ 210,194
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 50,949) ($ 72,956)
Limited Partners, issued and
outstanding, 131,008 Units 1,086,354 872,824
--------- ---------
Total Partners' capital $1,035,405 $ 799,868
--------- ---------
$1,458,550 $1,157,930
========= =========
The accompanying notes are an integral part of these
financial statements.
F-20
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Statements of Operations
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
---------- ---------- ----------
REVENUES:
Oil and gas sales $1,976,714 $2,912,359 $3,095,191
Interest income 1,879 20,356 22,906
Gain on sale of oil
and gas properties 15,250 7,258 203,942
--------- --------- ---------
$1,993,843 $2,939,973 $3,322,039
COSTS AND EXPENSES:
Lease operating $ 739,840 $ 715,289 $ 689,575
Production tax 141,082 199,382 205,988
Depreciation, depletion
and amortization
of oil and gas
properties 149,360 125,449 265,983
General and
administrative 164,911 162,783 157,727
--------- --------- ---------
$1,195,193 $1,202,903 $1,319,273
--------- --------- ---------
NET INCOME $ 798,650 $1,737,070 $2,002,766
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 93,120 $ 107,057 $ 109,411
========= ========= =========
LIMITED PARTNERS - NET
INCOME $ 705,530 $1,630,013 $1,893,355
========= ========= =========
NET INCOME per Unit $ 5.39 $ 12.44 $ 14.45
========= ========= =========
UNITS OUTSTANDING 131,008 131,008 131,008
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-21
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2002, 2001, and 2000
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1999 $1,618,456 ($ 66,221) $1,552,235
Net income 1,893,355 109,411 2,002,766
Cash distributions ( 1,732,000) ( 102,061) ( 1,834,061)
--------- ------- ---------
Balance, Dec. 31, 2000 $1,779,811 ($ 58,871) $1,720,940
Net income 1,630,013 107,057 1,737,070
Cash distributions ( 2,537,000) ( 121,142) ( 2,658,142)
--------- ------- ---------
Balance, Dec. 31, 2001 $ 872,824 ($ 72,956) $ 799,868
Net income 705,530 93,120 798,650
Cash distributions ( 492,000) ( 71,113) ( 563,113)
--------- ------- ---------
Balance, Dec. 31, 2002 $1,086,354 ($ 50,949) $1,035,405
========= ======= =========
The accompanying notes are an integral part of these
financial statements.
F-22
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Statements of Cash Flows
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
---------- ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $798,650 $1,737,070 $2,002,766
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 149,360 125,449 265,983
Gain on sale of oil
and gas properties ( 15,250) ( 7,258) ( 203,942)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 135,638) 355,840 ( 235,029)
Decrease in deferred
charge 665 4,241 36,557
Increase (decrease) in
accounts payable 23,479 77,330 ( 3,853)
Increase (decrease) in
gas imbalance payable - ( 3,555) 1,194
Increase in accrued
liability 41,604 17,965 11,044
------- --------- ---------
Net cash provided by
operating activities $862,870 $2,307,082 $1,874,720
------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($170,676) ($ 58,029) ($ 24,429)
Proceeds from sale of oil
and gas properties 16,935 7,258 206,940
------- --------- ---------
Net cash provided (used)
by investing activities ($153,741) ($ 50,771) $ 182,511
------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($563,113) ($2,658,142) ($1,834,061)
------- --------- ---------
Net cash used by
financing activities ($563,113) ($2,658,142) ($1,834,061)
------- --------- ---------
F-23
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $146,016 ($ 401,831) $ 223,170
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 160,008 561,839 338,669
------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $306,024 $ 160,008 $ 561,839
======= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-24
REPORT OF INDEPENDENT ACCOUNTANTS
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, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 14, 2003
F-25
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Balance Sheets
December 31, 2002 and 2001
ASSETS
------
2002 2001
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 801,420 $ 440,024
Accounts receivable:
Oil and gas sales 924,827 687,090
--------- ---------
Total current assets $1,726,247 $1,127,114
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 2,646,994 2,553,810
DEFERRED CHARGE 69,176 87,712
--------- ---------
$4,442,417 $3,768,636
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 746,759 $ 773,007
Accrued liability - other
(Note 1) 122,289 -
Gas imbalance payable 2,736 4,991
--------- ---------
Total current liabilities $ 871,784 $ 777,998
ACCRUED LIABILITY $ 328,632 $ 317,221
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 250,684) ($ 286,758)
Limited Partners, issued and
outstanding, 418,266 Units 3,492,685 2,960,175
--------- ---------
Total Partners' capital $3,242,001 $2,673,417
--------- ---------
$4,442,417 $3,768,636
========= =========
The accompanying notes are an integral part of these
financial statements.
F-26
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Statements of Operations
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
---------- ---------- -----------
REVENUES:
Oil and gas sales $5,376,000 $8,238,544 $10,477,026
Interest income 2,779 53,027 87,675
Gain on sale of
oil and gas properties - 55,511 1,324,494
--------- --------- ----------
$5,378,779 $8,347,082 $11,889,195
COSTS AND EXPENSES:
Lease operating $3,228,739 $2,974,088 $ 2,978,697
Production tax 345,919 537,153 673,810
Depreciation, depletion
and amortization
of oil and gas
properties 392,936 350,179 407,584
General and
administrative 484,967 479,763 498,519
--------- --------- ----------
$4,452,561 $4,341,183 $ 4,558,610
--------- --------- ----------
NET INCOME $ 926,218 $4,005,899 $ 7,330,585
========= ========= ==========
GENERAL PARTNER - NET
INCOME $ 127,708 $ 261,289 $ 378,449
========= ========= ==========
LIMITED PARTNERS - NET
INCOME $ 798,510 $3,744,610 $ 6,952,136
========= ========= ==========
NET INCOME per Unit $ 1.91 $ 8.95 $ 16.62
========= ========= ==========
UNITS OUTSTANDING 418,266 418,266 418,266
========= ========= ==========
The accompanying notes are an integral part of these
financial statements.
F-27
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2002, 2001, and 2000
Limited General
Partners Partner Total
---------- -------- ----------
Balance, Dec. 31, 1999 $5,037,429 ($259,526) $4,777,903
Net income 6,952,136 378,449 7,330,585
Cash distributions ( 6,579,000) ( 359,644) ( 6,938,644)
--------- ------- ---------
Balance, Dec. 31, 2000 $5,410,565 ($240,721) $5,169,844
Net income 3,744,610 261,289 4,005,899
Cash distributions ( 6,195,000) ( 307,326) ( 6,502,326)
--------- ------- ---------
Balance, Dec. 31, 2001 $2,960,175 ($286,758) $2,673,417
Net income 798,510 127,708 926,218
Cash distributions ( 266,000) ( 91,634) ( 357,634)
--------- ------- ---------
Balance, Dec. 31, 2002 $3,492,685 ($250,684) $3,242,001
========= ======= =========
The accompanying notes are an integral part of these
financial statements.
F-28
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Statements of Cash Flows
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
------------ ----------- -----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 926,218 $4,005,899 $7,330,585
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 392,936 350,179 407,584
Gain on sale of oil and
gas properties - ( 55,511) ( 1,324,494)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 237,737) 1,128,483 ( 412,508)
(Increase)decrease in
deferred charge 18,536 41,760 ( 12,237)
Increase (decrease) in
accounts payable ( 26,248) 365,120 9,123
Increase in accrued
liability - other 122,289 - -
Increase (decrease) in
gas imbalance payable ( 2,255) ( 43,455) 13,544
Increase (decrease) in
accrued liability 11,411 ( 195,336) ( 18,105)
--------- --------- ---------
Net cash provided by
operating activities $1,205,150 $5,597,139 $5,993,492
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 486,120) ($ 338,130) ($ 224,656)
Proceeds from sale of oil
and gas properties - 55,511 1,352,609
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 486,120) ($ 282,619) $1,127,953
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 357,634) ($6,502,326) ($6,938,644)
--------- --------- ---------
Net cash used by
financing activities ($ 357,634) ($6,502,326) ($6,938,644)
--------- --------- ---------
F-29
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 361,396 ($1,187,806) $ 182,801
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 440,024 1,627,830 1,445,029
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 801,420 $ 440,024 $1,627,830
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-30
REPORT OF INDEPENDENT ACCOUNTANTS
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, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 14, 2003
F-31
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Balance Sheets
December 31, 2002 and 2001
ASSETS
------
2002 2001
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 284,588 $ 144,433
Accounts receivable:
Oil and gas sales 348,300 239,821
--------- ---------
Total current assets $ 632,888 $ 384,254
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 1,764,313 1,948,551
DEFERRED CHARGE 29,946 37,001
--------- ---------
$2,427,147 $2,369,806
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 118,741 $ 58,774
Accrued liability - other
(Note 1) 102,690 -
Gas imbalance payable 2,295 2,295
--------- ---------
Total current liabilities $ 223,726 $ 61,069
ACCRUED LIABILITY 118,005 $ 111,171
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 159,621) ($ 161,655)
Limited Partners, issued and
outstanding, 221,484 Units 2,245,037 2,359,221
--------- ---------
Total Partners' capital $2,085,416 $2,197,566
--------- ---------
$2,427,147 $2,369,806
========= =========
The accompanying notes are an integral part of these
financial statements.
F-32
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Statements of Operations
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
---------- ---------- ----------
REVENUES:
Oil and gas sales $1,636,758 $2,934,300 $3,437,321
Interest income 1,692 28,508 29,160
Gain on sale of oil
and gas properties - 338,452 277,211
--------- --------- ---------
$1,638,450 $3,301,260 $3,743,692
COSTS AND EXPENSES:
Lease operating $ 518,772 $ 721,343 $ 699,072
Production tax 84,586 170,150 168,163
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 273,499 262,361 345,084
General and
administrative 265,097 261,816 263,571
--------- --------- ---------
$1,141,954 $1,415,670 $1,475,890
--------- --------- ---------
NET INCOME $ 496,496 $1,885,590 $2,267,802
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 35,680 $ 103,349 $ 125,735
========= ========= =========
LIMITED PARTNERS - NET
INCOME $ 460,816 $1,782,241 $2,142,067
========= ========= =========
NET INCOME per Unit $ 2.08 $ 8.05 $ 9.67
========= ========= =========
UNITS OUTSTANDING 221,484 221,484 221,484
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-33
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2002, 2001, and 2000
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1999 $3,575,913 ($154,318) $3,421,595
Net income 2,142,067 125,735 2,267,802
Cash distributions ( 2,124,000) ( 107,331) ( 2,231,331)
--------- ------- ---------
Balance, Dec. 31, 2000 $3,593,980 ($135,914) $3,458,066
Net income 1,782,241 103,349 1,885,590
Cash distributions ( 3,017,000) ( 129,090) ( 3,146,090)
--------- ------- ---------
Balance, Dec. 31, 2001 $2,359,221 ($161,655) $2,197,566
Net income 460,816 35,680 496,496
Cash distributions ( 575,000) ( 33,646) ( 608,646)
--------- ------- ---------
Balance, Dec. 31, 2002 $2,245,037 ($159,621) $2,085,416
========= ======= =========
The accompanying notes are an integral part of these
financial statements.
F-34
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Statements of Cash Flows
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
---------- ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $496,496 $1,885,590 $2,267,802
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 273,499 262,361 345,084
Gain on sale of oil and
gas properties - ( 338,452) ( 277,211)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 108,479) 427,792 ( 243,125)
Decrease in deferred
charge 7,055 15,413 3,813
Increase (decrease) in
accounts payable 59,967 559 ( 19,592)
Increase in accrued
liability - other 102,690 - -
Decrease in gas
imbalance payable - ( 12,956) ( 39,841)
Increase (decrease) in
accrued liability 6,834 4,148 ( 28,185)
------- --------- ---------
Net cash provided by
operating activities $838,062 $2,244,455 $2,008,745
------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 89,261) ($ 52,855) ($ 175,878)
Proceeds from sale of oil
and gas properties - 344,043 349,431
------- --------- ---------
Net cash provided (used)
by investing activities ($ 89,261) $ 291,188 $ 173,553
------- --------- ---------
F-35
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($608,646) ($3,146,090) ($2,231,331)
------- --------- ---------
Net cash used by
financing activities ($608,646) ($3,146,090) ($2,231,331)
------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $140,155 ($ 610,447) ($ 49,033)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 144,433 754,880 803,913
------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $284,588 $ 144,433 $ 754,880
======= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-36
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
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-G, an Oklahoma limited partnership, at December
31, 2002 and 2001, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 14, 2003
F-37
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
Balance Sheets
December 31, 2002 and 2001
ASSETS
------
2002 2001
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 190,407 $ 100,271
Accounts receivable:
Oil and gas sales 210,679 146,838
--------- ---------
Total current assets $ 401,086 $ 247,109
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 974,332 1,064,542
DEFERRED CHARGE 20,592 24,379
--------- ---------
$1,396,010 $1,336,030
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 77,527 $ 43,676
Accrued liability - other
(Note 1) 51,077 -
--------- ---------
Total current liabilities $ 128,604 $ 43,676
ACCRUED LIABILITY $ 75,064 $ 68,289
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 91,757) ($ 93,950)
Limited Partners, issued and
outstanding, 121,925 Units 1,284,099 1,318,015
--------- ---------
Total Partners' capital $1,192,342 $1,224,065
--------- ---------
$1,396,010 $1,336,030
========= =========
The accompanying notes are an integral part of these
financial statements.
F-38
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
Statements of Operations
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
---------- ---------- ----------
REVENUES:
Oil and gas sales $1,030,481 $1,700,058 $2,050,390
Interest income 993 16,613 16,417
Gain on sale of oil
and gas properties - 220,939 241,256
--------- --------- ---------
$1,031,474 $1,937,610 $2,308,063
COSTS AND EXPENSES:
Lease operating $ 330,605 $ 450,062 $ 452,963
Production tax 51,563 97,654 99,277
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 142,949 141,762 172,725
General and
administrative 153,986 151,822 146,053
--------- --------- ---------
$ 679,103 $ 841,300 $ 871,018
--------- --------- ---------
NET INCOME $ 352,371 $1,096,310 $1,437,045
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 23,287 $ 59,655 $ 77,940
========= ========= =========
LIMITED PARTNERS - NET
INCOME $ 329,084 $1,036,655 $1,359,105
========= ========= =========
NET INCOME per Unit $ 2.70 $ 8.50 $ 11.15
========= ========= =========
UNITS OUTSTANDING 121,925 121,925 121,925
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-39
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2002, 2001, and 2000
Limited General
Partners Partner Total
------------ --------- ------------
Balance, Dec. 31, 1999 $1,956,255 ($91,045) $1,865,210
Net income 1,359,105 77,940 1,437,045
Cash distributions ( 1,333,000) ( 66,232) ( 1,399,232)
--------- ------ ---------
Balance, Dec. 31, 2000 $1,982,360 ($79,337) $1,903,023
Net income 1,036,655 59,655 1,096,310
Cash distributions ( 1,701,000) ( 74,268) ( 1,775,268)
--------- ------ ---------
Balance, Dec. 31, 2001 $1,318,015 ($93,950) $1,224,065
Net income 329,084 23,287 352,371
Cash distributions ( 363,000) ( 21,094) ( 384,094)
--------- ------ ---------
Balance, Dec. 31, 2002 $1,284,099 ($91,757) $1,192,342
========= ====== =========
The accompanying notes are an integral part of these
financial statements.
F-40
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
Statements of Cash Flows
For the Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000
---------- ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $352,371 $1,096,310 $1,437,045
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 142,949 141,762 172,725
Gain on sale of oil and
gas properties - ( 220,939) ( 241,256)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 63,841) 246,850 ( 134,164)
Decrease in deferred
charge 3,787 10,859 1,239
Increase (decrease) in
accounts payable 33,851 7,732 ( 12,667)
Increase in accrued
Liability - other 51,077 - -
Decrease in gas
imbalance payable - ( 6,446) ( 1,102)
Increase (decrease) in
accrued liability 6,775 ( 3,623) ( 8,157)
------- --------- ---------
Net cash provided by
operating activities $526,969 $1,272,505 $1,213,663
------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 52,739) ($ 53,457) ($ 103,365)
Proceeds from sale of oil
and gas properties - 222,333 247,866
------- --------- ---------
Net cash provided (used)
by investing activities ($ 52,739) $ 168,876 $ 144,501
------- --------- ---------
F-41
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($384,094) ($1,775,268) ($1,399,232)
------- --------- ---------
Net cash used by
financing activities ($384,094) ($1,775,268) ($1,399,232)
------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 90,136 ($ 333,887) ($ 41,068)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 100,271 434,158 475,226
------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $190,407 $ 100,271 $ 434,158
======= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-42
GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
Notes to Financial Statements
For the Years Ended December 31, 2002, 2001, and 2000
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
III-G September 20, 1991 12,192,500
Pursuant to the terms of the partnership agreements for the Partnerships,
the Partnerships were scheduled to terminate on the dates indicated in the
"Initial Termination Date" column of the following chart. However, the General
Partner may extend the term of each Partnership for up to five periods of two
years each. As of the date of this Annual Report, the General Partner has
extended the term of the III-G Partnerships for the first two-year extension
period, and the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships for
the second two-year extension period. Therefore, the Partnerships are currently
scheduled to terminate on the dates indicated in the "Current Termination Date"
column of the following chart.
F-43
Initial Extensions Current
Partnership Termination Date Exercised Termination Date
----------- ----------------- ---------- ----------------
III-A November 22, 1999 2 November 22, 2003
III-B January 24, 2000 . 2 January 24, 2004
III-C February 28, 2000 2 February 28, 2004
III-D September 5, 2000 2 September 5, 2004
III-E December 26, 2000 2 December 26, 2004
III-F March 7, 2001 2 March 7, 2005
III-G September 20, 2001 1 September 20, 2003
The General Partner has not determined whether it will further extend the
term of any Partnership. Accordingly, the financial statements have not been
presented on a liquidation basis because it is not probable that the
Partnerships will be terminated within the next year.
An affiliate of the General Partner owned the following Units at December
31, 2002:
Number of Percent of
Partnership Units Owned Outstanding
----------- ----------- -----------
III-A 55,829 21.2%
III-B 29,454 21.3%
III-C 56,030 22.9%
III-D 33,419 25.5%
III-E 109,128 26.1%
III-F 57,549 26.0%
III-G 30,628 25.1%
The Partnerships' sole business is the development and production of oil
and gas. Substantially all of the Partnerships' gas reserves are being sold
regionally on the "spot market." Due to the highly competitive nature of the
spot market, prices on the spot market are subject to wide seasonal and regional
pricing fluctuations. In addition, such spot market sales are generally short
term in nature and are dependent upon obtaining transportation services provided
by pipelines. The Partnerships' oil is sold at or near the Partnerships' wells
under short-term purchase contracts at prevailing arrangements which are
customary in the oil industry. The prices received for the Partnerships' oil and
gas are subject to influences such as global consumption and supply trends.
Allocation of Costs and Revenues
The terms of each Partnership's Limited Partnership Agreement (the
"Partnership Agreement") allocate costs and income between the Limited Partners
and the General Partner as follows:
F-44
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 III-A and III-B Partnerships achieved payout during the second quarter
of 2000 and first quarter of 1998, respectively. The III-D and III-E
Partnerships achieved payout during the third quarter of 2001, and the III-C
Partnership achieved payout during the fourth quarter of 2001. After payout,
operations for the
F-45
III-A, III-C, III-D, and III-E Partnerships were allocated using the 10%/90%
after payout percentages described in Footnote 2 to the table above. Operations
for the III-B Partnership were allocated using the 15%/85% after payout
percentages described in such footnote.
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
per equivalent barrel of oil produced during the years ended December 31, 2002,
2001, and 2000 were as follows:
F-46
Partnership 2002 2001 2000
----------- ----- ----- -----
III-A $2.69 $2.42 $1.70
III-B 2.80 2.50 1.65
III-C 1.84 2.17 1.54
III-D 1.37 1.04 1.95
III-E 1.31 .95 .93
III-F 2.55 2.01 2.26
III-G 2.25 1.89 1.97
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 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, 2002. 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, 2002 and 2001, 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:
F-47
2002 2001
-------------------- --------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
III-A 300,053 $260,836 399,831 $347,573
III-B 166,605 184,282 231,435 255,990
III-C 98,430 57,867 124,973 73,472
III-D 10,730 10,949 11,382 11,614
III-E 35,095 69,176 44,499 87,712
III-F 27,105 29,946 33,491 37,001
III-G 14,912 20,592 17,654 24,379
Accrued Liability - Other
The accrued liability - other at December 31, 2002 for the III-E, III-F,
and III-G Partnerships represents a charge accrued for the payment of refund
amounts to royalty and overriding royalty interest owners in relation to the R.
W. Scott Investments, LLC v. Samson Resources Company lawsuit.
Accrued Liability
Accrued liability represents charges accrued for lease operating expenses
incurred in connection with the Partnerships' overproduced gas imbalance
positions. The rate used in calculating the accrued liability is the average of
the annual production costs per Mcf. At December 31, 2002 and 2001, 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:
2002 2001
-------------------- --------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
III-A 38,158 $ 33,171 47,121 $ 40,963
III-B 11,318 12,518 17,502 19,358
III-C 319,227 196,167 283,924 168,448
III-D 231,192 251,798 202,944 210,194
III-E 166,725 328,632 160,936 317,221
III-F 107,831 118,005 100,546 111,171
III-G 54,724 75,064 49,452 68,289
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
F-48
gas industry. Sales of gas applicable to the Partnerships' interest in producing
oil and gas leases are recorded as revenue when the gas is metered and title
transferred pursuant to the gas sales contracts covering the Partnerships'
interest in gas reserves. During such times as a Partnership's sales of gas
exceed its pro rata ownership in a well, such sales are recorded as revenue
unless total sales from the well have exceeded the Partnership's share of
estimated total gas reserves underlying the property, at which time such excess
is recorded as a liability. The rates per Mcf used to calculate this liability
are based on the average gas prices received for the volumes at the time the
overproduction occurred. This also approximates the price for which the
Partnerships are currently settling this liability. At December 31, 2002 and
2001 total sales exceeded the Partnerships' share of estimated total gas
reserves as follows:
2002 2001
------------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- ------ ------- ------ -------
III-A 18,314 $27,471 21,224 $31,836
III-B 8,264 12,396 9,550 14,325
III-C 29,282 43,923 27,149 40,724
III-D - - - -
III-E 1,824 2,736 3,327 4,991
III-F 1,530 2,295 1,530 2,295
III-G - - - -
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.
F-49
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, and the accrued liability all
involve estimates which could materially differ from the actual amounts
ultimately realized or incurred in the near term. Oil and gas reserves (see Note
4) also involve significant estimates which could materially differ from the
actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the income tax
returns of the partners. Accordingly, no recognition has been given to income
taxes in these financial statements.
New Accounting Pronouncements
Below is a brief description of Financial Accounting Standards ("FAS")
recently issued by the Financial Accounting Standards Board ("FASB") which may
have an impact on the Partnerships' future results of operations and financial
position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective for fiscal years beginning after
June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived assets (mainly plugging and abandonment costs for the Partnerships'
depleted wells), in the period in which the liabilities are incurred (at the
time the wells are drilled). Management estimates that adopting this statement
will result in an increase in capitalized cost of oil and gas properties, an
increase in net income for the cumulative effect of the change in accounting
principle, and the recognition of an asset retirement obligation in the
following amounts for each Partnership (unaudited):
F-50
Change in Increase in
Capitalized Net Income For
Cost of Oil the Change in Asset
and Gas Accounting Retirement
Partnership Properties Principle Obligation
- ----------- ------------ -------------- ----------
III-A $166,000 $ 56,000 $110,000
III-B 116,000 39,000 77,000
III-C 296,000 106,000 190,000
III-D 170,000 64,000 106,000
III-E 421,000 160,000 261,000
III-F 234,000 94,000 140,000
III-G 149,000 55,000 94,000
In August 2001, the FASB issued FAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which is effective for fiscal
years beginning after December 15, 2001(January 1, 2002 for the Partnerships).
This statement supersedes FAS No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships, are essentially the same as
FAS No. 121 and thus did not have a significant effect on the Partnerships'
financial condition or results of operations.
In November 2002, the FASB issued FASB Interpretation 45 (FIN 45)
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantee of Indebtedness of Others." FIN 45 requires that upon
issuance of a guarantee, the guarantor must recognize a liability for the fair
value of the obligation it assumes under that guarantee. The disclosure
requirements are effective for financial statements of both interim and annual
periods which end after December 15, 2002. The Partnerships are not guarantors
under any guarantees and thus this interpretation is not expected to have an
effect on their financial position or results of operations.
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.
F-51
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, 2002, 2001, and 2000:
Partnership 2002 2001 2000
----------- -------- -------- --------
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
III-G 128,340 128,340 128,340
Affiliates of the Partnerships operate certain of the Partnerships'
properties and their policy is to bill the Partnerships for all customary
charges and cost reimbursements associated with these activities, together with
any compressor rentals, consulting, or other services provided. Such charges are
comparable to third party charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.
The accounts receivable - related party at December 31, 2002 for the III-A
and III-B Partnerships represents accrued proceeds and interest due from the
General Partner for the sale of certain oil and gas properties during 2002. Such
amounts were collected subsequent to December 31, 2002.
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually accounted for
ten percent or more of each Partnership's combined oil and gas sales during
2002, 2001, and 2000:
Partnership Purchaser Percentage
----------- ------------------------ --------------------------
2002 2001 2000
----- ----- -----
III-A Eaglwing Trading, Inc.
("Eaglwing") 24.0% - -
Valero Industrial Gas
L.P. ("Valero") 21.0% 25.2% 24.8%
Conoco, Inc. 16.2% 11.4% -
El Paso Energy Marketing
Company ("El Paso") 10.5% 18.3% 24.1%
Phibro Energy, Inc.
("Phibro") - 27.9% 23.9%
F-52
III-B Eaglwing 26.4% - -
Conoco, Inc. 18.1% 13.0% -
Valero 16.6% 20.3% 18.8%
Phibro - 32.0% 25.6%
El Paso - 14.4% 18.1%
Sun Refining & Marketing
Company - - 14.2%
III-C El Paso 44.8% 63.5% 58.2%
Oneok Field Servings Co. 14.8% - -
("ONEOK")
III-D El Paso 43.1% 66.7% 56.6%
Eaglwing 22.0% 15.2% 21.8%
ONEOK 12.7% - -
III-E Eaglwing 43.7% 36.3% 43.8%
El Paso 14.1% 21.7% 16.3%
Duke Energy Field Services
Inc. ("Duke") 12.1% - -
III-F El Paso 35.3% 45.8% 37.8%
Eaglwing 19.9% 11.1% 13.5%
Duke 13.9% - -
Amoco Production Co. - - 11.1%
III-G El Paso 29.1% 40.4% 31.6%
Eaglwing 21.5% 12.9% 14.9%
Duke 11.8% - -
Amoco Production Co. - - 12.2%
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, 2002 and 2001 were as follows:
F-53
III-A Partnership
-----------------
2002 2001
------------- -------------
Proved properties $15,883,585 $15,858,277
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 15,015,811) ( 14,551,781)
---------- ----------
Net oil and gas
properties $ 867,774 $ 1,306,496
========== ==========
III-B Partnership
-----------------
2002 2001
------------- -------------
Proved properties $ 9,513,764 $ 9,523,020
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 9,052,119) ( 8,772,989)
---------- ----------
Net oil and gas
properties $ 461,645 $ 750,031
========== ==========
III-C Partnership
-----------------
2002 2001
------------- -------------
Proved properties $18,236,659 $18,107,950
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 16,542,126) ( 16,287,273)
---------- ----------
Net oil and gas
properties $ 1,694,533 $ 1,820,677
========== ==========
F-54
III-D Partnership
-----------------
2002 2001
------------- -------------
Proved properties $10,939,239 $10,836,991
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 10,183,686) ( 10,101,069)
---------- ----------
Net oil and gas
properties $ 755,553 $ 735,922
========== ==========
III-E Partnership
-----------------
2002 2001
------------- -------------
Proved properties $32,607,666 $32,121,545
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 29,960,672) ( 29,567,735)
---------- ----------
Net oil and gas
properties $ 2,646,994 $ 2,553,810
========== ==========
III-F Partnership
-----------------
2002 2001
------------- -------------
Proved properties $14,034,441 $13,943,734
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 12,270,128) ( 11,995,183)
---------- ----------
Net oil and gas
properties $ 1,764,313 $ 1,948,551
========== ==========
F-55
III-G Partnership
-----------------
2002 2001
------------- -------------
Proved properties $ 7,930,361 $ 7,876,840
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 6,956,029) ( 6,812,298)
---------- ----------
Net oil and gas
properties $ 974,332 $ 1,064,542
========== ==========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities during the years ended December 31, 2002,
2001, and 2000. Costs incurred by the Partnerships in connection with oil and
gas property development activities for the years ended December 31, 2002, 2001,
and 2000 were as follows:
Partnership 2002 2001 2000
----------- -------- -------- --------
III-A $137,214 $314,177 $ 13,509
III-B 63,540 207,751 8,907
III-C 153,761 128,049 25,540
III-D 170,676 58,029 24,429
III-E 486,120 338,130 224,656
III-F 89,261 52,855 175,878
III-G 52,739 53,457 103,365
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, 2002,
2001, and 2000 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.
F-56
III-A Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 1999 122,055 4,123,320
Production ( 49,908) ( 678,985)
Sale of minerals in place ( 2,217) ( 1,198)
Extensions and discoveries 3,244 413,970
Revision of previous
estimates 61,667 770,780
------- ---------
Proved reserves, Dec. 31, 2000 134,841 4,627,887
Production ( 82,520) ( 791,697)
Sale of minerals in place ( 137) ( 7,596)
Extensions and discoveries 107,611 362,597
Revision of previous
estimates 31,991 ( 169,430)
------- ---------
Proved reserves, Dec. 31, 2001 191,786 4,021,761
Production ( 54,340) ( 908,912)
Sale of minerals in place - ( 63,629)
Extensions and discoveries 3,943 93,874
Revision of previous
estimates ( 80,893) 723,606
------- ---------
Proved reserves, Dec. 31, 2002 60,496 3,866,700
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 129,658 4,576,603
======= =========
December 31, 2001 186,601 3,970,473
======= =========
December 31, 2002 55,311 3,815,412
======= =========
F-57
III-B Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 1999 122,819 1,910,965
Production ( 40,544) ( 326,603)
Extensions and discoveries 1,339 78,049
Revision of previous
estimates 45,163 419,129
------- ---------
Proved reserves, Dec. 31, 2000 128,777 2,081,540
Production ( 58,965) ( 400,249)
Sale of minerals in place ( 58) ( 3,203)
Extensions and discoveries 70,945 239,174
Revision of previous
estimates ( 5,797) ( 65,431)
------- ---------
Proved reserves, Dec. 31, 2001 134,902 1,851,831
Production ( 39,042) ( 486,057)
Sale of minerals in place - ( 41,974)
Extensions and discoveries 974 27,991
Revision of previous
estimates ( 50,150) 324,236
------- ---------
Proved reserves, Dec. 31, 2002 46,684 1,676,027
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 125,359 2,047,715
======= =========
December 31, 2001 131,480 1,817,998
======= =========
December 31, 2002 43,262 1,642,194
======= =========
F-58
III-C Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 1999 148,848 5,373,263
Production ( 19,431) ( 994,305)
Sale of minerals in place ( 495) ( 262)
Extensions and discoveries 561 29,368
Revision of previous
estimates ( 2,240) 1,004,626
------- ---------
Proved reserves, Dec. 31, 2000 127,243 5,412,690
Production ( 14,973) ( 935,377)
Sale of minerals in place ( 303) ( 5,635)
Extensions and discoveries 1,758 57,794
Revision of previous
estimates ( 28,572) 602,560
------- ---------
Proved reserves, Dec. 31, 2001 85,153 5,132,032
Production ( 14,716) ( 817,975)
Sale of minerals in place ( 107) ( 13,589)
Extensions and discoveries 26,626 165,353
Revision of previous
estimates 13,960 462,792
------- ---------
Proved reserves, Dec. 31, 2002 110,916 4,928,613
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 127,243 5,412,690
======= =========
December 31, 2001 85,153 5,132,032
======= =========
December 31, 2002 110,916 4,928,613
======= =========
F-59
III-D Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 1999 376,088 2,799,943
Production ( 31,388) ( 629,117)
Sale of minerals in place ( 4,343) ( 124,420)
Revision of previous
estimates 18,964 909,263
------- ---------
Proved reserves, Dec. 31, 2000 359,321 2,955,669
Production ( 27,570) ( 561,664)
Sale of minerals in place ( 27) ( 572)
Extensions and discoveries - 164,924
Revision of previous
estimates (134,351) 390,180
------- ---------
Proved reserves, Dec. 31, 2001 197,373 2,948,537
Production ( 25,279) ( 501,256)
Sale of minerals in place ( 90) ( 11,178)
Extensions and discoveries 64,310 111,613
Revision of previous
estimates ( 122) 119,822
------- ---------
Proved reserves, Dec. 31, 2002 236,192 2,667,538
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 359,321 2,955,669
======= =========
December 31, 2001 197,373 2,948,537
======= =========
December 31, 2002 236,192 2,667,538
======= =========
F-60
III-E Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
----------- ------------
Proved reserves, Dec. 31, 1999 2,344,025 8,080,765
Production ( 183,876) (1,526,586)
Sale of minerals in place ( 31,281) ( 930,134)
Extensions and discoveries 4,225 1,879,168
Revision of previous
estimates 83,030 1,448,318
--------- ---------
Proved reserves, Dec. 31, 2000 2,216,123 8,951,531
Production ( 162,557) (1,226,795)
Sale of minerals in place ( 1,513) -
Extensions and discoveries 121 1,154,075
Revision of previous
estimates ( 927,113) ( 44,375)
--------- ---------
Proved reserves, Dec. 31, 2001 1,125,061 8,834,436
Production ( 133,901) (1,000,715)
Extensions and discoveries 301,037 138,157
Revision of previous
estimates ( 32,339) ( 717,619)
--------- ---------
Proved reserves, Dec. 31, 2002 1,259,858 7,254,259
========= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 2,216,123 8,951,531
========= =========
December 31, 2001 1,125,061 8,834,436
========= =========
December 31, 2002 1,259,858 7,254,259
========= =========
F-61
III-F Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 1999 389,809 4,164,530
Production ( 43,620) ( 654,833)
Sale of minerals in place ( 47,792) ( 35,496)
Extensions and discoveries 3,553 1,577,994
Revision of previous
estimates 50,634 480,654
------- ---------
Proved reserves, Dec. 31, 2000 352,584 5,532,849
Production ( 27,090) ( 621,792)
Sale of minerals in place ( 90,178) -
Revision of previous
estimates ( 20,901) ( 295,205)
------- ---------
Proved reserves, Dec. 31, 2001 214,415 4,615,852
Production ( 23,209) ( 503,895)
Extensions and discoveries 649 102,747
Revision of previous
estimates 33,017 449,598
------- ---------
Proved reserves, Dec. 31, 2002 224,872 4,664,302
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 352,584 5,532,849
======= =========
December 31, 2001 214,415 4,615,852
======= =========
December 31, 2002 224,872 4,664,302
======= =========
F-62
III-G Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 1999 292,988 2,268,783
Production ( 32,013) ( 333,031)
Sale of minerals in place ( 32,702) ( 18,518)
Extensions and discoveries 2,229 785,422
Revision of previous
estimates 35,525 244,390
------- ---------
Proved reserves, Dec. 31, 2000 266,027 2,947,046
Production ( 20,694) ( 326,795)
Sale of minerals in place ( 59,425) ( 13)
Extensions and discoveries 10,720 5,763
Revision of previous
estimates ( 14,664) ( 144,618)
------- ---------
Proved reserves, Dec. 31, 2001 181,964 2,481,383
Production ( 18,665) ( 268,824)
Extensions and discoveries 1,284 59,419
Revision of previous
estimates 22,508 287,829
------- ---------
Proved reserves, Dec. 31, 2002 187,091 2,559,807
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2000 266,027 2,947,046
======= =========
December 31, 2001 181,964 2,481,383
======= =========
December 31, 2002 187,091 2,559,807
======= =========
F-63
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2002 and 2001 are as
follows:
III-A Partnership
-----------------
2002
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- -----------
Total Revenues $ 961,717 $1,029,957 $1,053,534 $ 815,029
Gross Profit (1) 697,993 800,860 822,812 623,320
Net Income 508,436 656,687 504,747 410,049
Limited Partners'
Net Income
Per Unit 1.70 2.22 1.64 1.35
2001
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
---------- ---------- ---------- ------------
Total Revenues $1,676,351 $1,200,987 $1,546,060 $1,040,744
Gross Profit (1) 1,460,853 920,839 1,373,466 688,894
Net Income 1,299,729 780,227 1,181,228 354,907
Limited Partners'
Net Income
Per Unit 4.41 2.64 3.99 1.12
- ------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher depreciation,
depletion and amortization.
F-64
III-B Partnership
-----------------
2002
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- ----------
Total Revenues $599,873 $609,771 $605,096 $450,620
Gross Profit (1) 417,495 443,082 455,035 326,812
Net Income 302,642 360,742 266,818 202,671
Limited Partners'
Net Income
Per Unit 1.80 2.17 1.50 1.15
2001
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
-------- -------- -------- -----------
Total Revenues $911,955 $677,519 $959,292 $617,105
Gross Profit (1) 781,858 497,083 858,704 397,480
Net Income 688,517 421,221 750,031 190,329
Limited Partners'
Net Income
Per Unit 4.20 2.55 4.55 1.00
- --------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher depreciation,
depletion and amortization.
F-65
III-C Partnership
-----------------
2002
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- -------- -----------
Total Revenues $ 571,778 $ 733,300 $665,997 $791,426
Gross Profit (1) 351,707 584,708 496,183 471,777
Net Income 199,840 446,770 374,331 315,877
Limited Partners'
Net Income
Per Unit .71 1.62 1.36 1.13
2001
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
---------- ---------- -------- -----------
Total Revenues $1,996,751 $1,250,276 $631,439 $577,066
Gross Profit (1) 1,696,948 1,039,204 473,118 265,885
Net Income 1,539,290 903,129 343,758 31,234
Limited Partners'
Net Income
Per Unit 5.97 3.50 1.33 .05
- --------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher depreciation,
depletion and amortization.
F-66
III-D Partnership
-----------------
2002
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- -------- -------- ----------
Total Revenues $ 409,460 $541,489 $448,489 $594,405
Gross Profit (1) 187,592 374,633 270,279 280,417
Net Income 108,716 306,234 195,340 188,360
Limited Partners'
Net Income
Per Unit .73 2.08 1.32 1.26
2001
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- -------- -------- ----------
Total Revenues $1,284,101 $807,022 $463,488 $385,362
Gross Profit (1) 1,014,038 607,400 329,296 74,568
Net Income 929,959 540,606 264,281 2,224
Limited Partners'
Net Income (Loss)
Per Unit 6.74 3.91 1.80 ( .01)
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-67
III-E Partnership
-----------------
2002
-------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- -------------
Total Revenues $1,380,273 $1,519,458 $1,186,347 $1,292,701
Gross Profit (1) 516,725 686,662 337,384 263,350
Net Income 301,031 504,768 104,232 16,187
Limited Partners'
Net Income
Per Unit .63 1.07 .20 .01
2001
-------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
---------- ---------- ---------- -------------
Total Revenues $3,217,137 $2,258,312 $1,596,992 $1,274,641
Gross Profit (1) 2,177,211 1,419,655 1,076,003 162,972
Net Income (Loss) 1,961,324 1,233,699 891,726 ( 80,850)
Limited Partners'
Net Income (Loss)
Per Unit 4.45 2.80 1.90 ( .20)
- ----------------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher
depreciation, depletion and amortization.
F-68
III-F Partnership
-----------------
2002
-------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- -------- -------- -----------
Total Revenues $ 416,737 $446,767 $371,792 $403,154
Gross Profit (1) 295,349 272,312 224,967 242,464
Net Income 163,326 159,263 88,313 85,594
Limited Partners'
Net Income
Per Unit .69 .68 .36 .35
2001
-------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter (2)
---------- -------- -------- ------------
Total Revenues $1,592,872 $823,646 $502,921 $381,821
Gross Profit (1) 1,287,969 586,836 328,503 206,459
Net Income 1,142,811 471,258 212,852 58,669
Limited Partners'
Net Income
Per Unit 4.89 2.02 .90 .24
- -----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher depreciation,
depletion and amortization.
F-69
III-G Partnership
-----------------
2002
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- -----------
Total Revenues $244,698 $275,965 $241,813 $268,998
Gross Profit (1) 166,434 166,574 151,637 164,661
Net Income 88,835 101,795 78,660 83,081
Limited Partners'
Net Income
Per Unit .68 .79 .60 .63
2001
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
-------- -------- -------- -----------
Total Revenues $931,302 $466,708 $297,644 $241,956
Gross Profit (1) 751,876 323,058 184,591 130,369
Net Income 665,732 259,663 121,402 49,513
Limited Partners'
Net Income
Per Unit 5.18 2.01 .94 .37
- ---------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher depreciation,
depletion and amortization.
F-70
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
F-71
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 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.
4.11 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.
4.12 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.
4.13 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.
4.14 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.
F-72
4.15 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.
4.16 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.
4.17 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.
4.18 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.
4.19 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.
4.20 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.
4.21 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.
4.22 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
F-73
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.
4.23 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.
4.24 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.
4.25 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.
4.26 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.
4.27 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.
4.28 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.
4.29 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.
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4.30 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.
4.31 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.
4.32 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.
4.33 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.
4.34 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.
4.35 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.
*4.36 Sixth Amendment to Agreement of Limited Partnership for the Geodyne
Energy Income Limited Partnership III-D dated August 20, 2002.
4.37 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.
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4.38 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.
4.39 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.
4.40 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.
4.41 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.
4.42 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.
4.43 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.
4.44 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.
4.45 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
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Quarterly Report on Form 10-Q with the SEC on November 14, 2002, and
is hereby incorporated by reference.
4.46 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.
4.47 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.
4.48 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.
4.49 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.
4.50 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.
4.51 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.
4.52 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.
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4.53 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.
*4.53a Sixth Amendment to Agreement of Limited Partnership for the Geodyne
Energy Income Limited Partnership III-F dated February 10, 2003.
4.54 Agreement of Limited Partnership dated September 20, 1991 for
Geodyne Energy Income Limited Partnership III-G filed as Exhibit 4.7
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.55 Certificate of Limited Partnership dated September 20, 1991 for
Geodyne Energy Income Limited Partnership III-G filed as Exhibit
4.53 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.
4.56 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-G 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.
4.57 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-G filed as
Exhibit 4.21 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.
4.58 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-G filed as
Exhibit 4.28 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 Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-G filed as
Exhibit 4.57 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.
4.60 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-G filed
as Exhibit 4.35 to Registrant's Annual Report on Form 10-K for the
year
F-78
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.61 Fifth Amendment to Agreement of Limited Partnership dated September
6, 2001, for the Geodyne Energy Income Limited Partnership III-G
filed as Exhibit 4.59 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.
*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.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-G.
*99.1 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.
*99.2 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.
*99.3 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.
*99.4 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.
*99.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
F-79
Act of 2002 for the Geodyne Energy Income Limited Partnership III-E.
*99.6 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.
*99.7 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-G.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
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