SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1996
Commission File Number:
P-1: 0-17800 P-3: 0-18306 P-5: 0-18637
P-2: 0-17801 P-4: 0-18308 P-6: 0-18937
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
-------------------------------------------------------------------
(Exact name of Registrant as specified in its Articles)
P-1: 73-1330245
P-2: 73-1330625
P-1 and P-2: P-3: 73-1336573
Texas P-4: 73-1341929
P-3 through P-6: P-5: 73-1353774
Oklahoma P-6: 73-1357375
- - -------------------------------- --------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Two West Second Street, Tulsa, Oklahoma 74103
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
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
---- ----
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-1
COMBINED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
1996 1995
----------- ------------
CURRENT ASSETS:
Cash and cash equivalents . . . . . $ 221,392 $ 241,524
Accounts receivable:
Net profits and royalty interests in
oil and gas sales . . . . . . . . 279,655 221,147
---------- ----------
Total current assets . . . . . . $ 501,047 $ 462,671
NET PROFITS AND ROYALTY INTERESTS IN
OIL AND GAS PROPERTIES, net, utilizing
the successful efforts method . . . . 2,934,068 3,026,259
---------- ----------
$3,435,115 $3,488,930
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner . . . . . . . . . . . ($ 57,628) ($ 48,322)
Limited Partners, issued and
outstanding, 108,074 units . . . . 3,492,743 3,537,252
---------- ----------
Total Partners' capital . . . . . $3,435,115 $3,488,930
---------- ----------
$3,435,115 $3,488,930
========== ==========
The accompanying notes are an integral part of
these combined Financial Statements
-2-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-1
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
--------- --------
REVENUES:
Net profits and royalty interests in oil
and gas sales . . . . . . . . . . $310,326 $187,182
Interest income . . . . . . . . . . . 1,805 1,845
Gain (Loss) on sale of net profits and
royalty interests in oil and gas
properties . . . . . . . . . . . . . 631 ( 1,551)
-------- --------
$312,762 $187,476
COSTS AND EXPENSES:
Depletion of net profits and royalty
interests in oil and gas properties $ 95,330 $201,994
General and administrative . . . . . 35,101 32,259
-------- --------
$130,431 $234,253
-------- --------
NET INCOME (LOSS) . . . . . . . . . . . $182,331 ($ 46,777)
======== ========
GENERAL PARTNER - NET INCOME . . . . . $ 12,840 $ 5,741
======== ========
LIMITED PARTNERS - NET INCOME (LOSS) . $169,491 ($ 52,518)
======== ========
NET INCOME (LOSS) per unit . . . . . . $ 1.57 ($ .49)
======== ========
UNITS OUTSTANDING . . . . . . . . . . . 108,074 108,074
======== ========
The accompanying notes are an integral part of
these combined financial statements.
-3-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-1
COMBINED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
--------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . $182,331 ($ 46,777)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depletion of net profits and royalty
interests in oil and gas properties 95,330 201,994
(Gain) Loss on sale of net profits and
royalty interests in oil and gas
properties . . . . . . . . . . . . ( 631) 1,551
(Increase) Decrease in accounts
receivable . . . . . . . . . . . . ( 58,508) 15,045
-------- --------
Net cash provided by operating
activities . . . . . . . . . . . . . $218,522 $171,813
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . ($ 3,139) ($ 1,158)
Proceeds from sale of net profits and
royalty interests in oil and gas
properties . . . . . . . . . . . . . 631 19,485
-------- --------
Net cash provided (used) by investing
activities . . . . . . . . . . . . ($ 2,508) $ 18,327
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions . . . . . . . . . ($236,146) ($200,000)
-------- --------
Net cash used by financing activities ($236,146) ($200,000)
-------- --------
NET DECREASE IN CASH AND CASH
EQUIVALENTS . . . . . . . . . . . . . ($ 20,132) ($ 9,860)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD . . . . . . . . . . . . . . . 241,524 227,184
-------- --------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD . . . . . . . . . . . . . . . . $221,392 $217,324
======== ========
The accompanying notes are an integral part of
these combined financial statements.
-4-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-2
COMBINED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
1996 1995
----------- ------------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . $ 165,377 $ 167,791
Accounts receivable:
Net profits and royalty interests
in oil and gas sales . . . . . . . 225,538 176,041
---------- ----------
Total current assets . . . . . . $ 390,915 $ 343,832
NET PROFITS AND ROYALTY INTERESTS IN
OIL AND GAS PROPERTIES, net, utilizing
the successful efforts method . . . . 2,424,979 2,510,707
---------- ----------
$2,815,894 $2,854,539
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner . . . . . . . . . . ($ 52,862) ($ 46,190)
Limited Partners, issued and
outstanding, 90,094 units . . . . . 2,868,756 2,900,729
---------- ----------
Total Partners' capital . . . . . $2,815,894 $2,854,539
---------- ----------
$2,815,894 $2,854,539
========== ==========
The accompanying notes are an integral part of
these combined financial statements.
-5-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-2
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
---------- ----------
REVENUES:
Net profits and royalty interests in
oil and gas sales . . . . . . . . $239,673 $147,380
Interest income . . . . . . . . . . . 1,243 1,066
Gain on sale of net profits and royalty
interests in oil and gas properties 448 1,691
-------- --------
$241,364 $150,137
COSTS AND EXPENSES:
Depletion of net profits and royalty
interests in oil and gas properties $ 86,373 $162,615
General and administrative . . . . . 29,286 26,931
-------- --------
$115,659 $189,546
-------- --------
NET INCOME (LOSS) . . . . . . . . . . . $125,705 ($ 39,409)
======== ========
GENERAL PARTNER - NET INCOME . . . . . $ 9,678 $ 4,534
======== ========
LIMITED PARTNERS - NET INCOME (LOSS) . $116,027 ($ 43,943)
======== ========
NET INCOME (LOSS) per unit . . . . . . $ 1.29 ($ .49)
======== ========
UNITS OUTSTANDING . . . . . . . . . . . 90,094 90,094
======== ========
The accompanying notes are an integral part of
these combined financial statements.
-6-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-2
COMBINED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
--------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . $125,705 ($ 39,409)
Adjustments to reconcile net income
(loss to) net cash provided by
operating activities:
Depletion of net profits and royalty
interests in oil and gas properties 86,373 162,615
Gain on sale of net profits and
royalty interests in oil and
gas properties . . . . . . . . . . ( 448) ( 1,691)
(Increase) Decrease in accounts
receivable . . . . . . . . . . . . ( 49,497) 19,587
-------- --------
Net cash provided by operating
activities . . . . . . . . . . . . . $162,133 $141,102
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . ($ 645) ($ 1,090)
Proceeds from sale of net profits and
royalty interests in oil and gas
properties . . . . . . . . . . . . . 448 14,698
-------- --------
Net cash provided (used) by investing
activities . . . . . . . . . . . . ($ 197) $ 13,608
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions . . . . . . . . . ($164,350) ($152,000)
-------- --------
Net cash used by financing activities ($164,350) ($152,000)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS . . . . . . . . . . . . . ($ 2,414) $ 2,710
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD . . . . . . . . . . . . . . . 167,791 138,086
-------- --------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD . . . . . . . . . . . . . . . . $165,377 $140,796
======== ========
The accompanying notes are an integral part of
these combined financial statements.
-7-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE NPI PARTNERSHIP P-3
COMBINED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
1996 1995
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . $ 280,617 $ 296,629
Accounts receivable:
Net profits and royalty interests in
oil and gas sales . . . . . . . . 412,409 318,575
---------- ----------
Total current assets . . . . . . $ 693,026 $ 615,204
NET PROFITS AND ROYALTY INTERESTS IN
OIL AND GAS PROPERTIES, net, utilizing
the successful efforts method . . . . 4,579,482 4,740,639
---------- ----------
$5,272,508 $5,355,843
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner . . . . . . . . . . ($ 99,004) ($ 86,631)
Limited Partners, issued and
outstanding, 169,637 units . . . . 5,371,512 5,442,474
---------- ----------
Total Partners' capital . . . . . $5,272,508 $5,355,843
---------- ----------
$5,272,508 $5,355,843
========== ==========
The accompanying notes are an integral part of
these combined financial statements.
-8-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE NPI PARTNERSHIP P-3
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
--------- ---------
REVENUES:
Net profits and royalty interests in
oil and gas sales . . . . . . . . $447,556 $276,326
Interest income . . . . . . . . . . . 2,156 2,379
Gain on sale of net profits and royalty
interests in oil and gas properties 833 5,585
-------- --------
$450,545 $284,290
COSTS AND EXPENSES:
Depletion of net profits and royalty
interests in oil and gas properties $162,341 $303,805
General and administrative . . . . . 55,126 51,066
-------- --------
$217,467 $354,871
-------- --------
NET INCOME (LOSS) . . . . . . . . . . . $233,078 ($ 70,581)
======== ========
GENERAL PARTNER - NET INCOME . . . . . $ 18,040 $ 8,623
======== ========
LIMITED PARTNERS - NET INCOME (LOSS) . $215,038 ($ 79,204)
======== ========
NET INCOME (LOSS) per unit . . . . . . $ 1.27 ($ .47)
======== ========
UNITS OUTSTANDING . . . . . . . . . . . 169,637 169,637
======== ========
The accompanying notes are an integral part of
these combined financial statements.
-9-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE NPI PARTNERSHIP P-3
COMBINED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . $233,078 ($ 70,581)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depletion of net profits and royalty
interests in oil and gas properties 162,341 303,805
Gain on sale of net profits and
royalty interests in oil and gas
properties . . . . . . . . . . . . ( 833) ( 5,585)
(Increase) Decrease in accounts
receivable . . . . . . . . . . . . ( 93,834) 38,193
-------- --------
Net cash provided by operating
activities . . . . . . . . . . . . . $300,752 $265,832
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . ($ 1,184) ($ 2,044)
Proceeds from sale of net profits and
royalty interests in oil and gas
properties . . . . . . . . . . . . . 833 27,670
-------- --------
Net cash provided (used) by investing
activities . . . . . . . . . . . . ($ 351) $ 25,626
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions . . . . . . . . . ($316,413) ($279,000)
-------- --------
Net cash used by financing activities ($316,413) ($279,000)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS . . . . . . . . . . . . . ($ 16,012) $ 12,458
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD . . . . . . . . . . . . . . . 296,629 285,580
-------- --------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD . . . . . . . . . . . . . . . . $280,617 $298,038
======== ========
The accompanying notes are an integral part of
these combined financial statements.
-10-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE NPI PARTNERSHIP P-4
COMBINED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
1996 1995
----------- ------------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . $ 329,751 $ 288,117
Accounts receivable:
Net profits and royalty interests in
oil and gas sales . . . . . . . . 326,115 352,907
---------- ----------
Total current assets . . . . . . $ 655,866 $ 641,024
NET PROFITS AND ROYALTY INTERESTS IN
OIL AND GAS PROPERTIES, net, utilizing
the successful efforts method . . . . 3,126,980 3,299,455
---------- ----------
$3,782,846 $3,940,479
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner . . . . . . . . . . ($ 70,218) ($ 54,546)
Limited Partners, issued and
outstanding, 126,306 units . . . . 3,853,064 3,995,025
---------- ----------
Total Partners' capital . . . . . $3,782,846 $3,940,479
---------- ----------
$3,782,846 $3,940,479
========== ==========
The accompanying notes are an integral part of
these combined financial statements.
-11-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE NPI PARTNERSHIP P-4
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
---------- ----------
REVENUES:
Net profits and royalty interests in
oil and gas sales . . . . . . . . . $345,698 $295,780
Interest income . . . . . . . . . . . 2,388 3,146
Gain (Loss) on sale of net profits and
royalty interests in oil and gas
properties . . . . . . . . . . . . . 70 ( 7,412)
-------- --------
$348,156 $291,514
COSTS AND EXPENSES:
Depletion of net profits and royalty
interests in oil and gas properties $171,569 $377,271
General and administrative . . . . . 41,027 37,621
-------- --------
$212,596 $414,892
-------- --------
NET INCOME (LOSS) . . . . . . . . . . . $135,560 ($123,378)
======== ========
GENERAL PARTNER - NET INCOME . . . . . $ 13,521 $ 8,922
======== ========
LIMITED PARTNERS - NET INCOME (LOSS) . $122,039 ($132,300)
======== ========
NET INCOME (LOSS) per unit . . . . . . $ .97 ($ 1.05)
======== ========
UNITS OUTSTANDING . . . . . . . . . . . 126,306 126,306
======== ========
The accompanying notes are an integral part of
these combined financial statements.
-12-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE NPI PARTNERSHIP P-4
COMBINED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . $135,560 ($123,378)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depletion of net profits and royalty
interests in oil and gas properties 171,569 377,271
(Gain) Loss on sale of net profits
and royalty interests in oil and
gas properties . . . . . . . . . . ( 70) 7,412
(Increase) Decrease in accounts
receivable . . . . . . . . . . . . 26,792 ( 51,463)
-------- --------
Net cash provided by operating
activities . . . . . . . . . . . . . $333,851 $209,842
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . $ - ($ 1,319)
Proceeds from sale of net profits and
royalty interests in oil and gas
properties . . . . . . . . . . . . . 976 5,702
-------- --------
Net cash provided by investing
activities . . . . . . . . . . . . . $ 976 $ 4,383
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions . . . . . . . . . ($293,193) ($300,000)
-------- --------
Net cash used by financing activities ($293,193) ($300,000)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS . . . . . . . . . . . . . $ 41,634 ($ 85,775)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD . . . . . . . . . . . . . . . 288,117 430,665
-------- --------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD . . . . . . . . . . . . . . . . $329,751 $344,890
======== ========
The accompanying notes are an integral part of
these combined financial statements.
-13-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE NPI PARTNERSHIP P-5
COMBINED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
1996 1995
----------- ------------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . $ 205,262 $ 167,076
Accounts receivable:
Net profits and royalty interests in
oil and gas sales . . . . . . . . 168,017 150,207
---------- ----------
Total current assets . . . . . . $ 373,279 $ 317,283
NET PROFITS AND ROYALTY INTERESTS IN
OIL AND GAS PROPERTIES, net, utilizing
the successful efforts method . . . . 2,766,889 2,908,234
---------- ----------
$3,140,168 $3,225,517
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner . . . . . . . . . . ($ 59,566) ($ 48,425)
Limited Partners, issued and
outstanding, 118,449 units . . . . 3,199,734 3,273,942
---------- ----------
Total Partners' capital . . . . . $3,140,168 $3,225,517
---------- ----------
$3,140,168 $3,225,517
========== ==========
The accompanying notes are an integral part of
these combined financial statements.
-14-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE NPI PARTNERSHIP P-5
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
---------- -----------
REVENUES:
Net profits and royalty interests in
oil and gas sales . . . . . . . . . $280,150 $240,264
Interest income . . . . . . . . . . . 1,300 1,597
Gain on sale of net profits and royalty
interests in oil and gas properties - 31
-------- --------
$281,450 $241,892
COSTS AND EXPENSES:
Depletion of net profits and royalty
interests in oil and gas properties $140,478 $383,810
General and administrative . . . . . 38,502 35,325
-------- --------
$178,980 $419,135
-------- --------
NET INCOME (LOSS) . . . . . . . . . . . $102,470 ($177,243)
======== ========
GENERAL PARTNER - NET INCOME . . . . . $ 10,678 $ 6,490
======== ========
LIMITED PARTNERS - NET INCOME (LOSS) . $ 91,792 ($183,733)
======== ========
NET INCOME (LOSS) per unit . . . . . . $ .77 ($ 1.55)
======== ========
UNITS OUTSTANDING . . . . . . . . . . . 118,449 118,449
======== ========
The accompanying notes are an integral part of
these combined financial statements.
-15-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE NPI PARTNERSHIP P-5
COMBINED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . $102,470 ($177,243)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depletion of net profits and royalty
interests in oil and gas properties 140,478 383,810
Gain on sale of net profits and royalty
interests in oil and gas properties - ( 31)
(Increase) Decrease in accounts
receivable . . . . . . . . . . . . ( 17,810) 50,195
-------- --------
Net cash provided by operating
activities . . . . . . . . . . . . . $225,138 $256,731
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . $ - ($ 23,317)
Proceeds from sale of net profits and
royalty interests in oil and gas
properties . . . . . . . . . . . . . 867 31
-------- --------
Net cash provided (used) by investing
activities . . . . . . . . . . . . $ 867 ($ 23,286)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions . . . . . . . . . ($187,819) ($115,000)
-------- --------
Net cash used by financing activities ($187,819) ($115,000)
-------- --------
NET INCREASE IN CASH AND CASH
EQUIVALENTS . . . . . . . . . . . . . . $ 38,186 $118,445
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD . . . . . . . . . . . . . . . . 167,076 140,602
-------- --------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD . . . . . . . . . . . . . . . . $205,262 $259,047
======== ========
The accompanying notes are an integral part of
these combined financial statements.
-16-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
GEODYNE NPI PARTNERSHIP P-6
COMBINED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
1996 1995
----------- ------------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . $ 325,169 $ 254,180
Accounts Receivable:
Net profits and royalty interests in
oil and gas sales . . . . . . . . 320,915 231,575
---------- ----------
Total current assets . . . . . . $ 646,084 $ 485,755
NET PROFITS AND ROYALTY INTERESTS IN
OIL AND GAS PROPERTIES, net, utilizing
the successful efforts method . . . . 4,499,383 4,684,277
---------- ----------
$5,145,467 $5,170,032
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner . . . . . . . . . . ($ 58,660) ($ 47,281)
Limited Partners, issued and
outstanding, 143,041 units . . . . 5,204,127 5,217,313
---------- ----------
Total Partners' capital . . . . . $5,145,467 $5,170,032
---------- ----------
$5,145,467 $5,170,032
========== ==========
The accompanying notes are an integral part of
these combined financial statements.
-17-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
GEODYNE NPI PARTNERSHIP P-6
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
--------- ---------
REVENUES:
Net profits and royalty interests in
oil and gas sales . . . . . . . . . $502,096 $283,977
Interest income . . . . . . . . . . . 2,118 1,807
Gain on sale of net profits and royalty
interests in oil and gas properties - 1,079
-------- --------
$504,214 $286,863
COSTS AND EXPENSES:
Depletion of net profits and royalty
interests in oil and gas properties $220,281 $362,157
General and administrative . . . . . 46,544 44,303
-------- --------
$266,825 $406,460
-------- --------
NET INCOME (LOSS) . . . . . . . . . . . $237,389 ($119,597)
======== ========
GENERAL PARTNER - NET INCOME . . . . . $ 20,575 $ 8,506
======== ========
LIMITED PARTNERS - NET INCOME (LOSS) . $216,814 ($128,103)
======== ========
NET INCOME (LOSS) per unit . . . . . . $ 1.52 ($ .90)
======== ========
UNITS OUTSTANDING . . . . . . . . . . . 143,041 143,041
======== ========
The accompanying notes are an integral part of
these combined financial statements.
-18-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
GEODYNE NPI PARTNERSHIP P-6
COMBINED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Unaudited)
1996 1995
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . $237,389 ($119,597)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depletion of net profits and royalty
interests in oil and gas properties 220,281 362,157
Gain on sale of net profits and royalty
interests in oil and gas properties - ( 1,079)
Increase in accounts receivable . . ( 89,340) ( 10,457)
-------- --------
Net cash provided by operating
activities . . . . . . . . . . . . $368,330 $231,024
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . ($ 35,387) ($ 8,036)
Proceeds from sale of net profits and
royalty interests in oil and gas
properties . . . . . . . . . . . . . - 1,079
-------- --------
Net cash used by investing activities ($ 35,387) ($ 6,957)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions . . . . . . . . . ($261,954) ($163,000)
-------- --------
Net cash used by financing activities ($261,954) ($163,000)
-------- --------
NET INCREASE IN CASH AND CASH
EQUIVALENTS . . . . . . . . . . . . . . $ 70,989 $ 61,067
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD . . . . . . . . . . . . . . . 254,180 212,966
-------- --------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD . . . . . . . . . . . . . . . . $325,169 $274,033
======== ========
The accompanying notes are an integral part of
these combined financial statements.
-19-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME PARTNERSHIPS
CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS
MARCH 31, 1996
(Unaudited)
1. ACCOUNTING POLICIES
-------------------
The combined balance sheets as of March 31, 1996, combined
statements of operations for the three months ended March 31, 1996 and
1995 and combined statements of cash flows for the three months ended
March 31, 1996 and 1995 have been prepared by Geodyne Properties,
Inc., the general partner of the Geodyne Institutional/Pension Energy
Income Limited Partnerships, and are unaudited. Each limited
partnership is a general partner in the related Geodyne NPI
Partnership (the "NPI Partnerships") in which Geodyne Energy Company
serves as the managing partner. For the purposes of these financial
statements, the general partner and managing partner are collectively
referred to as the "General Partner" and the limited partnerships and
NPI Partnerships are collectively referred to as the "Partnerships".
In the opinion of management the financial statements referred to
above include all necessary adjustments, consisting of normal
recurring adjustments, to present fairly the combined financial
position at March 31, 1996, the combined results of operations for the
three months ended March 31, 1996 and 1995 and the combined cash flows
for the three months ended March 31, 1996 and 1995.
Information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The
accompanying interim financial statements should be read in
conjunction with the Partnerships' Annual Report on Form 10-K filed
for the year ended December 31, 1995. The results of operations for
the period ended March 31, 1996 are not necessarily indicative of the
results to be expected for the full year.
The Limited Partners' net income or loss per unit is based upon
each $100 initial capital contribution.
NET PROFITS AND ROYALTY INTERESTS IN OIL AND GAS PROPERTIES
-----------------------------------------------------------
The limited partnerships were formed for the purpose of investing
in the related NPI Partnerships. The NPI Partnerships follow the
successful efforts method of accounting for their net profits and
royalty interests in oil and gas properties ("oil and gas
properties"). Under the successful efforts method, the NPI
Partnerships capitalize all acquisition costs. 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. The acquisition cost to the NPI Partnership of net
profits and royalty interests in oil and gas 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 oil and gas properties are held by the
General Partner prior to their transfer to the Partnerships.
Impairment of net profits and royalty interests in oil and gas
properties is recognized based upon an individual property assessment.
-20-
Depletion of the costs of net profits and royalty interests in
producing oil and gas properties is computed on the unit-of-production
method.
Effective October 1, 1995, the Partnerships adopted the
requirements of Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long Lived Assets and
Assets Held for Disposal. SFAS No. 121 provides that if the
unamortized costs of net profits and royalty interests in oil and gas
properties for each 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. Under the Partnerships' prior impairment
policy if the unamortized costs of net profits and royalty interests
in oil and gas properties as a whole exceeded the estimated
undiscounted future net revenues of the properties, a valuation
allowance would be recorded for the excess amount. The risk that the
Partnerships will be required to record such impairment provisions in
the future increases when oil and gas prices are depressed.
2. TRANSACTIONS WITH RELATED PARTIES
---------------------------------
The Partnerships' Partnership Agreements provide for
reimbursement to the General Partner for the Partnerships' direct
general and administrative expenses and for the general and
administrative overhead applicable to the Partnerships based on an
allocation of actual costs incurred by the General Partner. During
the three months ended March 31, 1996 the following payments were made
to the General Partner or its affiliates by the Partnerships:
Direct General Administrative
Partnership and Administrative Overhead
----------- ------------------ --------------
P-1 $ 6,661 $28,440
P-2 5,577 23,709
P-3 10,486 44,640
P-4 7,787 33,240
P-5 7,332 31,170
P-6 8,903 37,641
An affiliated company is the operator of certain of the
Partnerships' properties and its policy is to bill the Partnerships
for all customary charges and cost reimbursements associated with its
activities, together with any compressor rental, consulting, or other
services provided.
The Partnerships receive Net Profits Interest distributions on a
monthly basis from affiliated partnerships managed by the General
Partner or its affiliates. These distributions are reflected as
Revenue, "Net Profits and Royalty Interests in Oil and Gas Sales", in
the accompanying statements of operations. The Net Profits Interest
Receivable represents amounts due from these affiliated partnerships.
-21-
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
-------
The limited partnerships were formed for the purpose of investing
in the related NPI Partnerships. The NPI Partnerships are engaged in
the business of acquiring net profits interests and royalty interests
in producing oil and gas properties located in the continental United
States. In general, each NPI Partnership acquired passive interests
in producing properties and does not directly engage in development
drilling or enhanced recovery projects. Therefore, the economic life
of each limited partnership, and its related NPI Partnership, is
limited to the period of time required to fully produce its acquired
oil and gas reserves. A net profits interest in oil and gas
properties entitles the Partnerships to a portion of the oil and gas
sales less operating and production expenses and development costs
generated by the owner of the working interest in the oil and gas
properties. The net proceeds from the oil and gas operations are
distributed to the Limited Partners and the General Partner in
accordance with the terms of the Partnerships' Partnership Agreements.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Partnerships began operations and investors were assigned
their rights as Limited Partners, having made capital contributions in
the amounts and on the dates set forth below:
Limited
Limited Date of Partners' Capital
Partnership Activation Contributions
------------ ----------------- -----------------
P-1 October 25, 1988 $10,807,400
P-2 February 9, 1989 9,009,400
P-3 May 10, 1989 16,963,700
P-4 November 21, 1989 12,630,600
P-5 February 27, 1990 11,844,900
P-6 September 5, 1990 14,304,100
In general, the amount of funds available for the acquisition of
producing properties was equal to the capital contributions of the
Limited Partners, less 15% for sales commissions and organization and
management fees. The Partnerships have fully invested their capital
contributions.
Net proceeds from the Partnerships' net profits and royalty
interests less necessary operating capital are distributed to Limited
Partners on a quarterly basis. Revenues and net proceeds of a
Partnership are largely dependent upon the volumes of oil and gas sold
and the prices received for such oil and gas. Over the last several
years, the domestic energy industry and the Partnerships have
contended with volatile, but generally low, oil and gas prices. Over
the last few years, the oil and gas market appears to have moved from
periods of relative stability in supply and demand to excess supply or
weakened demand. These trends have led to the volatility in pricing
and demand noted over the past years. While the General Partner
cannot predict future pricing trends, it believes the working capital
available as of March 31, 1996 and the net revenue generated from
future operations will provide sufficient working capital to meet
current and future obligations of the Partnerships.
-22-
RESULTS OF OPERATIONS
---------------------
PARTNERSHIP P-1
THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 1995.
Three months ended March 31,
-----------------------------
1996 1995
---- ----
Net profits and royalty
interests in oil and
gas sales $310,326 $187,182
Barrels produced 9,504 9,782
MCF produced 134,915 103,771
Average price/Bbl $ 17.57 $ 15.82
Average price/MCF $ 1.75 $ 1.29
Total net profits and royalty interests in oil and gas sales
increased 65.8% for the three months ended March 31, 1996 as compared
to the three months ended March 31, 1995. This increase was primarily
due to increases in the average prices of oil and natural gas sold and
volumes of natural gas sold, partially offset by a decrease in volumes
of oil sold. Volumes of oil sold decreased 278 barrels for the three
months ended March 31, 1996 as compared to the three months ended
March 31, 1995. Volumes of natural gas sold increased 31,144 Mcf for
the three months ended March 31, 1996 as compared to the three months
ended March 31, 1995. The increase in volumes of natural gas sold was
primarily due to downward prior period volume adjustments during the
three months ended March 31, 1995 and upward prior period volume
adjustments during the three months ended March 31, 1996. Average
natural gas prices increased to $1.75 per Mcf for the three months
ended March 31, 1996 from $1.29 per Mcf for the three months ended
March 31, 1995. Average oil prices increased to $17.57 per barrel for
the three months ended March 31, 1996 from $15.82 per barrel for the
three months ended March 31, 1995.
Depletion of net profits and royalty interests in oil and
gas properties decreased $106,664 for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995 primarily
due to upward revisions of previous reserve estimates at December 31,
1995.
General and administrative expenses increased $2,842 for the
three months ended March 31, 1996 as compared to the three months
ended March 31, 1995 primarily due to increased professional fees. As
a percentage of net profits and royalty interests in oil and gas
sales, these expenses decreased to 11.3% for the three months ended
March 31, 1996 from 17.2% for the three months ended March 31, 1995.
This percentage decrease was primarily due to the increase in net
profits and royalty interests in oil and gas sales.
Cumulative cash distributions to the Limited Partners through
March 31, 1996 were $7,974,558 or 73.79% of Limited Partners' capital
contributions.
-23-
PARTNERSHIP P-2
THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 1995.
Three months ended March 31,
----------------------------
1996 1995
---- ----
Net profits and royalty
interests in oil and
gas sales $239,673 $147,380
Barrels produced 6,829 7,031
MCF produced 113,725 91,467
Average price/Bbl $ 17.63 $ 15.90
Average price/MCF $ 1.75 $ 1.36
Total net profits and royalty interests in oil and gas sales
increased 62.6% for the three months ended March 31, 1996 as compared
to the three months ended March 31, 1995. This increase was primarily
due to increases in the average prices of oil and natural gas sold and
volumes of natural gas sold, partially offset by a decrease in volumes
of oil sold. Volumes of oil sold decreased 202 barrels for the three
months ended March 31, 1996 as compared to the three months ended
March 31, 1995. Volumes of natural gas sold increased 22,258 Mcf for
the three months ended March 31, 1996 as compared to the three months
ended March 31, 1995. The increase in volumes of natural gas sold was
primarily due to downward prior period volume adjustments during the
three months ended March 31, 1995 and upward prior period volume
adjustments during the three months ended March 31, 1996. Average
natural gas prices increased to $1.75 per Mcf for the three months
ended March 31, 1996 from $1.36 per Mcf for the three months ended
March 31, 1995. Average oil prices increased to $17.63 per barrel for
the three months ended March 31, 1996 from $15.90 per barrel for the
three months ended March 31, 1995.
Depletion of net profits and royalty interests in oil and gas
properties decreased $76,242 for the three months ended March 31, 1996
as compared to the three months ended March 31, 1995 primarily due to
upward revisions of previous reserve estimates at December 31, 1995
and a decrease in capitalized costs due to an impairment provision
recognized in the fourth quarter of 1995.
General and administrative expenses increased $2,355 for the
three months ended March 31, 1996 as compared to the three months
ended March 31, 1995 primarily due to increased professional fees. As
a percentage of net profits and royalty interests in oil and gas
sales, these expenses decreased to 12.2% for the three months ended
March 31, 1996 from 18.3% for the three months ended March 31, 1995.
This percentage decrease was primarily due to the increase in net
profits and royalty interests in oil and gas sales.
Cumulative cash distributions to the Limited Partners through
March 31, 1996 were $6,072,561 or 67.40% of Limited Partners' capital
contributions.
-24-
PARTNERSHIP P-3
THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 1995.
Three months ended March 31,
----------------------------
1996 1995
---- ----
Net profits and royalty
interests in oil and
gas sales $447,556 $276,326
Barrels produced 12,651 13,031
MCF produced 214,852 173,933
Average price/Bbl $ 17.63 $ 15.90
Average price/MCF $ 1.75 $ 1.37
Total net profits and royalty interests in oil and gas sales
increased 62.0% for the three months ended March 31, 1996 as compared
to the three months ended March 31, 1995. This increase was primarily
due to increases in the average prices of oil and natural gas sold and
volumes of natural gas sold, partially offset by a decrease in volumes
of oil sold. Volumes of oil sold decreased 380 barrels for the three
months ended March 31, 1996 as compared to the three months ended
March 31, 1995. Volumes of natural gas sold increased 40,919 Mcf for
the three months ended March 31, 1996 as compared to the three months
ended March 31, 1995. The increase in volumes of natural gas sold was
primarily due to downward prior period volume adjustments during the
three months ended March 31, 1995 and upward prior period volume
adjustments during the three months ended March 31, 1996. Average
natural gas prices increased to $1.75 per Mcf for the three months
ended March 31, 1996 from $1.37 per Mcf for the three months ended
March 31, 1995. Average oil prices increased to $17.63 per barrel for
the three months ended March 31, 1996 from $15.90 per barrel for the
three months ended March 31, 1995.
Depletion of net profits and royalty interests in oil and gas
properties decreased $141,464 for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995 primarily
due to upward revisions of previous reserve estimates at December 31,
1995 and a decrease in capitalized costs due to an impairment
provision recognized in the fourth quarter of 1995.
General and administrative expenses increased $4,060 for the
three months ended March 31, 1996 as compared to the three months
ended March 31, 1995 primarily due to increased professional fees. As
a percentage of net profits and royalty interests in oil and gas
sales, these expenses decreased to 12.3% for the three months ended
March 31, 1996 from 18.5% for the three months ended March 31, 1995.
This percentage decrease was primarily due to the increase in net
profits and royalty interests in oil and gas sales.
Cumulative cash distributions to the Limited Partners through
March 31, 1996 were $10,854,401 or 63.99% of Limited Partners' capital
contributions.
-25-
PARTNERSHIP P-4
THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 1995.
Three months ended March 31,
-----------------------------
1996 1995
---- ----
Net profits and royalty
interests in oil and
gas sales $345,698 $295,780
Barrels produced 6,226 6,980
MCF produced 179,821 202,574
Average price/Bbl $ 19.26 $ 17.53
Average price/MCF $ 1.83 $ 1.57
Total net profits and royalty interests in oil and gas sales
increased 16.9% for the three months ended March 31, 1996 as compared
to the three months ended March 31, 1995. This increase was primarily
due to increases in the average prices of oil and natural gas sold and
a decrease in operating expenses incurred by the owners of the working
interests of properties in which the P-4 Partnership owned a net
profits interest (the "Underlying Working Interests"), partially
offset by decreases in volumes of oil and natural gas sold. Volumes
of oil and natural gas sold decreased 754 barrels and 22,753 Mcf,
respectively, for the three months ended March 31, 1996 as compared to
the three months ended March 31, 1995. Average natural gas prices
increased to $1.83 per Mcf for the three months ended March 31, 1996
from $1.57 per Mcf for the three months ended March 31, 1995.
Average oil prices increased to $19.26 per barrel for the three months
ended March 31, 1996 from $17.53 per barrel for the three months ended
March 31, 1995.
Depletion of net profits and royalty interests in oil and gas
properties decreased $205,702 for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995 primarily
due to (i) a decrease in capitalized costs due to an impairment
provision recognized in the fourth quarter of 1995, (ii) upward
revisions of previous reserve estimates at December 31, 1995, and
(iii) the decrease in equivalent units of production sold.
General and administrative expenses increased $3,406 for the
three months ended March 31, 1996 as compared to the three months
ended March 31, 1995 primarily due to increased professional fees. As
a percentage of net profits and royalty interests in oil and gas
sales, these expenses decreased slightly to 11.9% for the three months
ended March 31, 1996 from 12.7% for the three months ended March 31,
1995. This percentage decrease was primarily due to the increase in
net profits and royalty interests in oil and gas sales, partially
offset by the dollar increase in general and administrative expenses.
Cumulative cash distributions to the Limited Partners through
March 31, 1996 were $8,959,945 or 70.94% of Limited Partners' capital
contributions.
-26-
PARTNERSHIP P-5
THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 1995.
Three months ended March 31,
--------------------------------
1996 1995
---- ----
Net profits and royalty
interests in oil and
gas sales $280,150 $240,264
Barrels produced 3,478 2,783
MCF produced 174,240 206,665
Average price/Bbl $ 17.99 $ 17.01
Average price/MCF $ 1.75 $ 1.27
Total net profits and royalty interests in oil and gas sales
increased 16.6% for the three months ended March 31, 1996 as compared
to the three months ended March 31, 1995. This increase was primarily
due to increases in the average prices of oil and natural gas sold and
volumes of oil sold, partially offset by a decrease in volumes of
natural gas sold. Volumes of oil sold increased 695 barrels for the
three months ended March 31, 1996 as compared to the three months
ended March 31, 1995. Volumes of natural gas sold decreased 32,425
Mcf for the three months ended March 31, 1996 as compared to the three
months ended March 31, 1995. The increase in volumes of oil sold was
primarily due to upward prior period volume adjustments during the
three months ended March 31, 1996. Average natural gas prices
increased to $1.75 per Mcf for the three months ended March 31, 1996
from $1.27 per Mcf for the three months ended March 31, 1995.
Average oil prices increased to $17.99 per barrel for the three months
ended March 31, 1996 from $17.01 per barrel for the three months ended
March 31, 1995.
Depletion of net profits and royalty interests in oil and gas
properties decreased $243,332 for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995. This
decrease was primarily due to upward revisions of previous reserve
estimates at December 31, 1995 and the decrease in volumes of natural
gas sold.
General and administrative expenses increased $3,177 for the
three months ended March 31, 1996 as compared to the three months
ended March 31, 1995 primarily due to increased professional fees. As
a percentage of net profits and royalty interests in oil and gas
sales, these expenses decreased slightly to 13.7% for the three months
ended March 31, 1996 from 14.7% for the three months ended March 31,
1995. This percentage decrease was primarily due to the increase in
net profits and royalty interests in oil and gas sales, partially
offset by the dollar increase in general and administrative expenses.
Cumulative cash distributions to the Limited Partners through
March 31, 1996 were $4,705,759 or 39.73% of Limited Partners' capital
contributions.
-27-
PARTNERSHIP P-6
THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 1995.
Three months ended March 31,
--------------------------------
1996 1995
---- ----
Net profits and royalty
interests in oil and
gas sales $502,096 $283,977
Barrels produced 5,706 4,030
MCF produced 285,013 337,375
Average price/Bbl $ 17.96 $ 16.72
Average price/MCF $ 2.03 $ 1.25
Total net profits and royalty interests in oil and gas sales
increased 76.8% for the three months ended March 31, 1996 as compared
to the three months ended March 31, 1995. This increase was primarily
due to increases in the average prices of oil and natural gas sold and
volumes of oil sold, partially offset by a decrease in volumes of
natural gas sold. Volumes of oil sold increased 1,676 barrels for the
three months ended March 31, 1996 as compared to the three months
ended March 31, 1995. Volumes of natural gas sold decreased 52,362
Mcf for the three months ended March 31, 1996 as compared to the three
months ended March 31, 1995. The increase in volumes of oil sold was
primarily due to (i) increased production due to a recompletion on one
well and a workover on another well during the latter part of 1995 and
(ii) upward prior period volume adjustments during the three months
ended March 31, 1996. Average natural gas prices increased to $2.03
per Mcf for the three months ended March 31, 1996 from $1.25 per Mcf
for the three months ended March 31, 1995. Average oil prices
increased to $17.96 per barrel for the three months ended March 31,
1996 from $16.72 per barrel for the three months ended March 31, 1995.
Depletion of net profits and royalty interests in oil and gas
properties decreased $141,876 for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995 primarily
due to a decrease in capitalized costs due to an impairment provision
recognized in the fourth quarter of 1995 and the decrease in volumes
of natural gas sold.
General and administrative expenses increased $2,241 for the
three months ended March 31, 1996 as compared to the three months
ended March 31, 1995 primarily due to increased professional fees. As
a percentage of net profits and royalty interests in oil and gas
sales, these expenses decreased to 9.3% for the three months ended
March 31, 1996 from 15.6% for the three months ended March 31, 1995.
This percentage decrease was primarily due to the increase in net
profits and royalty interests in oil and gas sales.
Cumulative cash distributions to the Limited Partners through
March 31, 1996 were $5,575,248 or 38.98% of Limited Partners' capital
contributions.
-28-
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On November 23 and 25, 1994, Geodyne Resources, Inc. ("Geodyne
Resources"), PaineWebber Incorporated ("PaineWebber"), and certain
other parties were named as defendants in two related lawsuits
alleging misrepresentations made to induce investments in the
Partnerships and asserting causes of action for common law fraud and
deceit and unjust enrichment (Romine v. PaineWebber, Inc. et al. Case
No. 94-CIV-8558, U.S. District Court, Southern District of New York
and Romine v. PaineWebber, Inc., et al, Case No. 94-132844, Supreme
Court of the State of New York, County of New York). The federal
court case was later consolidated with other similar actions (to which
Geodyne Resources is not a party) under the title In Re: PaineWebber
Limited Partnerships Litigation and was certified as a class action on
May 30, 1995 (the "PaineWebber Partnership Class Action"). A class
action notice was mailed on June 7, 1995 to all members of the class.
The PaineWebber Partnership Class Action also alleges violations of 18
U.S.C. Section 1962(c) and the Securities Exchange Act of 1934.
Compensatory and punitive damages, interest, and costs have been
requested in both matters. PaineWebber has agreed to indemnify
Geodyne Resources with respect to all claims asserted by the plaintiff
in the lawsuits pursuant to that certain Indemnification Agreement
dated November 24, 1992 by and between PaineWebber and Samson
Investment Company (the "Indemnification Agreement"). The amended
complaint in the PaineWebber Partnership Class Action no longer
asserts any claim directly against Geodyne Resources.
On December 6, 1994, the Partnerships, among other parties, were
named as defendants in a lawsuit alleging causes of action based on
fraud, negligent misrepresentation, breach of fiduciary duty, breach
of implied covenant, and breach of contract in connection with the
offer and sale of units in the Partnerships ("Units") (Marion Wolfe v.
Geodyne Resources, Inc., et al. Case No. 94-059799, District Court of
Harris County, Texas). The plaintiff's petition alleged that the
lawsuit was being brought as a class action on behalf of the investors
who purchased Units. The lawsuit has been consolidated with another
lawsuit pending in Harris County, Texas, Sidney Neidick, et al. v.
Geodyne Resources, Inc., et al. Case No. 94-052860, District Court of
Harris County, Texas. On June 7, 1995, Geodyne Resources and the
Partnerships were dismissed without prejudice as defendants in the
Neidick matter. In addition, on June 7, 1995, the Neidick matter was
certified as a class action. A class action notice was mailed on June
7, 1995 to all Limited Partners who are members of the class.
PaineWebber has agreed to indemnify Geodyne Resources and the
Partnerships and their affiliates with respect to all claims asserted
by the plaintiff in the lawsuit pursuant to the Indemnification
Agreement in the event Geodyne Resources or the Partnerships are
rejoined in the matter at a later time.
-29-
On January 18, 1996, PaineWebber issued a press release
indicating that it had reached an agreement to settle both the pending
PaineWebber Partnership Class Action matter referred to above and the
Neidick matter referred to above, along with a settlement with the SEC
and an agreement to settle with various state securities regulators.
The press release issued by PaineWebber indicates that the parties
have agreed to a class action settlement of $125 million and other
non-cash consideration; a SEC administrative order creating a capped
$40 million fund (the "Claims Fund"), which is to be distributed to
eligible limited partners by an independent administrator (the "Claims
Administrator"); a civil penalty of $5 million leveled by the SEC; and
payments aggregating $5 million to state securities administrators.
The dollar amounts referred to in the press release apply to both the
Partnerships and other direct investment programs sold by PaineWebber.
As of the date of this Quarterly Report, PaineWebber has not informed
management of the Partnerships of the portion of such settlement that
would be applicable to the Partnerships. In any event, such
settlement is not an obligation of either the Partnerships or the
General Partner and, accordingly, would not affect the financial
statements of the Partnerships. As a result of both the dismissal and
the Indemnification Agreement, management does not believe that either
the Partnerships or Geodyne Resources will be required to pay any
damages or expenses in any of the matters set forth herein.
On April 17, 1996, PaineWebber mailed a Notice and Claim Form to
each limited partner who purchased Units in the Partnerships through
PaineWebber from January 1, 1986 to December 31, 1992. Limited
partners are not eligible to participate in the claims process if they
(i) previously reached a settlement with PaineWebber or (ii) had their
direct investment claim resolved by a court or in arbitration.
Participation in the claims process is optional, and does not prevent
a limited partner from pursuing any other remedy against PaineWebber
that may be available. Limited partners have until October 22, 1996
to complete the claim form and return it to the Claims Administrator.
The determination of whether a limited partner is entitled to a
recovery under the Claims Fund will be based on whether or not the
Claims Administrator determines that the limited partner's investment
in the Partnerships was suitable for him at the time of purchase. In
addition, if the limited partner has opted out of the class action and
has not already settled with PaineWebber or has had a claim resolved
by a court or in arbitration, the Claims Administrator will also
consider allegations that misrepresentations were made in connection
with the sale of the Units.
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.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits:
27.1 Financial Data Schedule containing summary financial
information extracted from the P-1 Partnership's
financial statements as of March 31, 1996 and for the
three months ended March 31, 1996, filed herewith.
27.2 Financial Data Schedule containing summary financial
information extracted from the P-2 Partnership's
financial statements as of March 31, 1996 and for the
three months ended March 31, 1996, filed herewith.
27.3 Financial Data Schedule containing summary financial
information extracted from the P-3 Partnership's
financial statements as of March 31, 1996 and for the
three months ended March 31, 1996, filed herewith.
27.4 Financial Data Schedule containing summary financial
information extracted from the P-4 Partnership's
financial statements as of March 31, 1996 and for the
three months ended March 31, 1996, filed herewith.
27.5 Financial Data Schedule containing summary financial
information extracted from the P-5 Partnership's
financial statements as of March 31, 1996 and for the
three months ended March 31, 1996, filed herewith.
27.6 Financial Data Schedule containing summary financial
information extracted from the P-6 Partnership's
financial statements as of March 31, 1996 and for the
three months ended March 31, 1996, filed herewith.
(b) Reports on Form 8-K:
1. A Current Report on Form 8-K dated January 18, 1996 was
filed with the Security Exchange Commission. Items
reported were:
Item 5. Other Events
Item 7. Exhibits
2. A Current Report on Form 8-K dated January 22, 1996 was
filed with the Security Exchange Commission. Items
reported were:
Item 5. Other Events
Item 7. Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
P-1 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
P-2 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-3
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-4
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-5
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-6
(Registrant)
By: GEODYNE PROPERTIES, INC.
General Partner
Date: May 14, 1996 By: /s/Dennis R. Neill
---------------------------
(Signature)
Dennis R. Neill
Senior Vice President
and Director
Date: May 14, 1996 By: /s/Drew S. Phillips
-------------------------
(Signature)
Drew S. Phillips
Vice President - Controller
Principal Accounting Officer
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INDEX TO EXHIBITS
-----------------
NUMBER DESCRIPTION
- - ------ -----------
27.1 Financial Data Schedule containing summary financial
information extracted from the Geodyne Institutional/Pension
Energy Income P-1 Limited Partnership's financial statements
as of March 31, 1996 and for the three months ended March
31, 1996, filed herewith.
27.2 Financial Data Schedule containing summary financial
information extracted from the Geodyne Institutional/Pension
Energy Income P-2 Limited Partnership's financial statements
as of March 31, 1996 and for the three months ended March
31, 1996, filed herewith.
27.3 Financial Data Schedule containing summary financial
information extracted from the Geodyne Institutional/Pension
Energy Income Limited Partnership P-3's financial statements
as of March 31, 1996 and for the three months ended March
31, 1996, filed herewith.
27.4 Financial Data Schedule containing summary financial
information extracted from the Geodyne Institutional/Pension
Energy Income Limited Partnership P-4's financial statements
as of March 31, 1996 and for the three months ended March
31, 1996, filed herewith.
27.5 Financial Data Schedule containing summary financial
information extracted from the Geodyne Institutional/Pension
Energy Income Limited Partnership P-5's financial statements
as of March 31, 1996 and for the three months ended March
31, 1996, filed herewith.
27.6 Financial Data Schedule containing summary financial
information extracted from the Geodyne Institutional/Pension
Energy Income Limited Partnership P-6's financial statements
as of March 31, 1996 and for the three months ended March
31, 1996, filed herewith.
-33-