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, 1997 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, 1997 1996 ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 305,606 $ 293,296 Accounts receivable: Net Profits 188,330 257,458 ---------- ---------- Total current assets $ 493,936 $ 550,754 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,723,882 2,680,005 ---------- ---------- $2,217,818 $3,230,759 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 75,648) ($ 62,666) Limited Partners, issued and outstanding, 108,074 units 2,239,466 3,293,425 ---------- ---------- Total Partners' capital $2,217,818 $3,230,759 ---------- ---------- $2,217,818 $3,230,759 ========== ========== The accompanying condensed 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, 1997 AND 1996 (Unaudited) 1997 1996 -------- -------- REVENUES: Net Profits $279,897 $310,326 Interest income 2,262 1,805 Gain on sale of Net Profits Interests - 631 -------- -------- $282,159 $312,762 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 60,683 $ 95,330 Impairment provision 902,042 - General and administrative (Note 2) 34,764 35,101 -------- -------- $997,489 $130,431 -------- -------- NET INCOME (LOSS) ($715,330) $182,331 ======== ======== GENERAL PARTNER - NET INCOME $ 2,629 $ 12,840 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($717,959) $169,491 ======== ======== NET INCOME (LOSS) per unit ($ 6.64) $ 1.57 ======== ======== UNITS OUTSTANDING 108,074 108,074 ======== ======== The accompanying condensed 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, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($715,330) $182,331 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of Net Profits Interests 60,683 95,330 Impairment provision 902,042 - Gain on sale of Net Profits Interests - ( 631) (Increase) decrease in accounts receivable 69,128 ( 58,508) -------- -------- Net cash provided by operating activities $316,523 $218,522 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 6,602) ($ 3,139) Proceeds from sale of Net Profits Interests - 631 -------- -------- Net cash used by investing activities ($ 6,602) ($ 2,508) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($297,611) ($236,146) -------- -------- Net cash used by financing activities ($297,611) ($236,146) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 12,310 ($ 20,132) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 293,296 241,524 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $305,606 $221,392 ======== ======== The accompanying condensed 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, 1997 1996 ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 249,455 $ 222,506 Accounts receivable: General Partner (Note 2) - 8,376 Net Profits 218,597 203,287 ---------- ---------- Total current assets $ 468,052 $ 434,169 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,426,862 2,201,380 ---------- ---------- $1,894,914 $2,635,549 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 64,789) ($ 57,428) Limited Partners, issued and outstanding, 90,094 units 1,959,703 2,692,977 ---------- ---------- Total Partners' capital $1,894,914 $2,635,549 ---------- ---------- $1,894,914 $2,635,549 ========== ========== The accompanying condensed 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, 1997 AND 1996 (Unaudited) 1997 1996 -------- -------- REVENUES: Net Profits $291,114 $239,673 Interest income 1,708 1,243 Gain on sale of Net Profits Interests - 448 -------- -------- $292,822 $241,364 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 50,988 $ 86,373 Impairment provision 727,893 - General and administrative (Note 2) 28,893 29,286 -------- -------- $807,774 $115,659 -------- -------- NET INCOME (LOSS) ($514,952) $125,705 ======== ======== GENERAL PARTNER - NET INCOME $ 5,322 $ 9,678 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($520,274) $116,027 ======== ======== NET INCOME (LOSS) per unit ($ 5.77) $ 1.29 ======== ======== UNITS OUTSTANDING 90,094 90,094 ======== ======== The accompanying condensed 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, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($514,952) $125,705 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of Net Profits Interests 50,988 86,373 Impairment provision 727,893 - Gain on sale of Net Profits Interests - ( 448) Decrease in accounts receivable - General Partner 8,376 - Increase in accounts receivable - oil and gas sales ( 15,310) ( 49,497) -------- -------- Net cash provided by operating activities $256,995 $162,133 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 4,363) ($ 645) Proceeds from sale of Net Profits Interests - 448 -------- -------- Net cash used by investing activities ($ 4,363) ($ 197) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($225,683) ($164,350) -------- -------- Net cash used by financing activities ($225,683) ($164,350) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 26,949 ($ 2,414) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 222,506 167,791 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $249,455 $165,377 ======== ======== The accompanying condensed 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, 1997 1996 ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 467,329 $ 415,354 Accounts receivable: General Partner (Note 2) - 16,473 Net Profits 404,305 379,725 ---------- ---------- Total current assets $ 871,634 $ 811,552 NET PROFITS INTERESTS, net, utilizing the successful efforts method 2,656,262 4,156,531 ---------- ---------- $3,527,896 $4,968,083 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 121,613) ($ 107,085) Limited Partners, issued and outstanding, 169,637 units 3,649,509 5,075,168 ---------- ---------- Total Partners' capital $3,527,896 $4,968,083 ---------- ---------- $3,527,896 $4,968,083 ========== ========== The accompanying condensed 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, 1997 AND 1996 (Unaudited) 1997 1996 ---------- -------- REVENUES: Net Profits $ 537,870 $447,556 Interest income 3,246 2,156 Gain on sale of Net Profits Interests - 833 ---------- -------- $ 541,116 $450,545 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 94,382 $162,341 Impairment provision 1,413,917 - General and administrative (Note 2) 54,385 55,126 ---------- -------- $1,562,684 $217,467 ---------- -------- NET INCOME (LOSS) ($1,021,568) $233,078 ========== ======== GENERAL PARTNER - NET INCOME $ 9,091 $ 18,040 ========== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($1,030,659) $215,038 ========== ======== NET INCOME (LOSS) per unit ($ 6.08) $ 1.27 ========== ======== UNITS OUTSTANDING 169,637 169,637 ========== ======== The accompanying condensed 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, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($1,021,568) $233,078 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of Net Profits Interests 94,382 162,341 Impairment provision 1,413,917 - Gain on sale of Net Profits Interests - ( 833) Decrease in accounts receivable - General Partner 16,473 - Increase in accounts receivable - oil and gas sales ( 24,580) ( 93,834) ---------- -------- Net cash provided by operating activities $ 478,624 $300,752 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 8,030) ($ 1,184) Proceeds from sale of Net Profits Interests - 833 ---------- -------- Net cash used by investing activities ($ 8,030) ($ 351) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 418,619) ($316,413) ---------- -------- Net cash used by financing activities ($ 418,619) ($316,413) ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 51,975 ($ 16,012) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 415,354 296,629 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 467,329 $280,617 ========== ======== The accompanying condensed 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, 1997 1996 ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 452,705 $ 345,876 Accounts receivable: General Partner (Note 2) 56,788 Net Profits 291,983 369,940 ---------- ---------- Total current assets $ 801,476 $ 715,816 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,630,886 2,567,661 ---------- ---------- $2,432,362 $3,283,477 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 94,377) ($ 81,373) Limited Partners, issued and outstanding, 126,306 units 2,526,739 3,364,850 ---------- ---------- Total Partners' capital $2,432,362 $3,283,477 ---------- ---------- $2,432,362 $3,283,477 ========== ========== The accompanying condensed 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, 1997 AND 1996 (Unaudited) 1997 1996 ---------- -------- REVENUES: Net Profits $407,373 $345,698 Interest and other income 2,720 2,388 Gain (loss) on sale of Net Profits Interests ( 10,254) 70 -------- -------- $399,839 $348,156 COSTS AND EXPENSES: Depletion of Net Profits Interests $117,028 $171,569 Impairment provision 752,388 - General and administrative (Note 2) 38,287 41,027 -------- -------- $907,703 $212,596 -------- -------- NET INCOME (LOSS) ($507,864) $135,560 ======== ======== GENERAL PARTNER - NET INCOME $ 9,247 $ 13,521 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($517,111) $122,039 ======== ======== NET INCOME (LOSS) per unit ($ 4.09) $ .97 ======== ======== UNITS OUTSTANDING 126,306 126,306 ======== ======== The accompanying condensed 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, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($507,864) $135,560 Adjustments to reconcile net income (loss) net cash provided by operating activities: Depletion of Net Profits Interests 117,028 171,569 Impairment provision 752,388 - (Gain) loss on sale of Net Profits Interests 10,254 ( 70) Increase in accounts receivable - General Partner ( 56,788) - Decrease in accounts receivable - oil and gas sales 77,957 26,792 -------- -------- Net cash provided by operating activities $392,975 $333,851 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of Net Profits Interests $ 57,105 $ 976 -------- -------- Net cash provided by investing activities $ 57,105 $ 976 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($343,251) ($293,193) -------- -------- Net cash used by financing activities ($343,251) ($293,193) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $106,829 $ 41,634 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 345,876 288,117 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $452,705 $329,751 ======== ======== The accompanying condensed 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, 1997 1996 ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 351,565 $ 247,540 Accounts receivable: General Partner (Note 2) 1,955 - Net Profits 155,598 209,058 ---------- ---------- Total current assets $ 509,118 $ 456,598 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,430,426 2,536,590 ---------- ---------- $1,939,544 $2,993,188 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 73,783) ($ 60,088) Limited Partners, issued and outstanding, 118,449 units 2,013,327 3,053,276 ---------- ---------- Total Partners' capital $1,939,544 $2,993,188 ---------- ---------- $1,939,544 $2,993,188 ========== ========== The accompanying condensed 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, 1997 AND 1996 (Unaudited) 1997 1996 ---------- -------- REVENUES: Net Profits $ 341,315 $280,150 Interest and other income 1,999 1,300 ---------- -------- $ 343,314 $281,450 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 85,514 $140,478 Impairment provision 1,018,067 - General and administrative (Note 2) 38,581 38,502 ---------- -------- $1,142,162 $178,980 ---------- -------- NET INCOME (LOSS) ($ 798,848) $102,470 ========== ======== GENERAL PARTNER - NET INCOME $ 4,101 $ 10,678 ========== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($ 802,949) $ 91,792 ========== ======== NET INCOME (LOSS) per unit ($ 6.78) $ .77 ========== ======== UNITS OUTSTANDING 118,449 118,449 ========== ======== The accompanying condensed 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, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 798,848) $102,470 Adjustments to reconcile net income (loss) net cash provided by operating activities: Depletion of Net Profits Interests 85,514 140,478 Impairment provision 1,018,067 - Increase in accounts receivable - General Partner ( 1,955) - (Increase) decrease in accounts receivable - oil and gas sales 53,460 ( 17,810) ---------- -------- Net cash provided by operating activities $ 356,238 $225,138 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of Net Profits Interests $ 2,583 $ 867 ---------- -------- Net cash provided by investing activities $ 2,583 $ 867 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 254,796) ($187,819) ---------- -------- Net cash used by financing activities ($ 254,796) ($187,819) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 104,025 $ 38,186 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 247,540 167,076 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 351,565 $205,262 ========== ======== The accompanying condensed 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, 1997 1996 ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 667,533 $ 319,699 Accounts receivable: General Partner (Note 2) 669 - Net Profits 243,364 428,072 ---------- ---------- Total current assets $ 911,566 $ 747,771 NET PROFITS INTERESTS, net, utilizing the successful efforts method 2,922,786 3,966,906 ---------- ---------- $3,834,352 $4,714,677 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 78,805) ($ 59,021) Limited Partners, issued and outstanding, 143,041 units 3,913,157 4,773,698 ---------- ---------- Total Partners' capital $3,834,352 $4,714,677 ---------- ---------- $3,834,352 $4,714,677 ========== ========== The accompanying condensed 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, 1997 AND 1996 (Unaudited) 1997 1996 ----------- -------- REVENUES: Net Profits $ 544,640 $502,096 Interest and other income 3,179 2,118 Gain on sale of Net Profits Interests 4,020 - ---------- -------- $ 551,839 $504,214 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 152,608 $220,281 Impairment provision 898,584 - General and administrative (Note 2) 47,649 46,544 ---------- -------- $1,098,841 $266,825 ---------- -------- NET INCOME (LOSS) ($ 547,002) $237,389 ========== ======== GENERAL PARTNER - NET INCOME $ 14,539 $ 20,575 ========== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($ 561,541) $216,814 ========== ======== NET INCOME (LOSS) per unit ($ 3.93) $ 1.52 ========== ======== UNITS OUTSTANDING 143,041 143,041 ========== ======== The accompanying condensed 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, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($547,002) $237,389 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of Net Profits Interests 152,608 220,281 Impairment provision 898,584 - Gain on sale of Net Profits Interests ( 4,020) - Increase in accounts receivable - General Partner ( 669) - (Increase) decrease in accounts receivable - oil and gas sales 184,708 ( 89,340) -------- -------- Net cash provided by operating activities $684,209 $368,330 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 7,741) ($ 35,387) Proceeds from sale of Net Profits Interests 4,689 - -------- -------- Net cash used by investing activities ($ 3,052) ($ 35,387) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($333,323) ($261,954) -------- -------- Net cash used by financing activities ($333,323) ($261,954) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $347,834 $ 70,989 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 319,699 254,180 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $667,533 $325,169 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -19- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS MARCH 31, 1997 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of March 31, 1997, combined statements of operations for the three months ended March 31, 1997 and 1996 and combined statements of cash flows for the three months ended March 31, 1997 and 1996 have been prepared by Geodyne Resources, Inc., the general partner of the Geodyne Institutional/Pension Energy Income Limited Partnerships, without audit. Each limited partnership is a general partner in the related Geodyne NPI Partnership (the "NPI Partnerships") in which Geodyne Resources, Inc. 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, 1997, the combined results of operations for the three months ended March 31, 1997 and 1996 and the combined cash flows for the three months ended March 31, 1997 and 1996. 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, 1996. The results of operations for the period ended March 31, 1997 are not necessarily indicative of the results to be expected for the full year. As used in these financial statements, the Partnerships' net profits and royalty interests in oil and gas sales are referred to as "Net Profits" and the Partnerships' net profits and royalty interests in oil and gas properties are referred to as "Net Profits Interests". The working interests from which the Partnerships' Net Profits Interests are carved are referred to as "Working Interests". The Limited Partners' net income or loss per unit is based upon each $100 initial capital contribution. NET PROFITS INTERESTS --------------------- The Partnerships follow the successful efforts method of accounting for their Net Profits Interests. 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, plus an allocated portion of the General Partner's property screening -20- costs. The acquisition cost to the NPI Partnership of Net Profits Interests 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 Interests is recognized based upon an individual property assessment. Depletion of the costs of Net Profits Interests is computed on the unit-of-production method. The Partnerships' depletion, depreciation, and amortization includes dismantlement and abandonment costs, net of estimated salvage value. 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", which is intended to establish more consistent accounting standards for measuring the recoverability of long-lived assets. SFAS No. 121 requires successful efforts companies, like the Partnerships, to evaluate the recoverability of the carrying costs of their proved oil and gas properties at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of oil and gas properties. With respect to the Partnerships' oil and gas properties, this evaluation was performed for each field, rather than for the Partnership's properties as a whole as previously allowed by the Securities and Exchange Commission ("SEC"). SFAS No. 121 provides that if the unamortized costs of Net Profits Interests 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 Interests as a whole exceeded the estimated undiscounted future net revenues of the properties, an impairment provision would be recorded for the excess amount. The Partnerships recorded a non-cash charge against earnings (impairment provision) during the first quarter of 1997 pursuant to SFAS No. 121 as follows: Partnership Amount ----------- ------------ P-1 $ 902,042 P-2 727,893 P-3 1,413,917 P-4 752,388 P-5 1,018,067 P-6 898,584 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 -21- an allocation of actual costs incurred by the General Partner. During the three months ended March 31, 1997 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- P-1 $ 6,324 $28,440 P-2 5,184 23,709 P-3 9,745 44,640 P-4 5,047 33,240 P-5 7,411 31,170 P-6 10,008 37,641 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 their activities. The receivable from the General Partner at December 31, 1996 for the P-2 and P-3 Partnerships represented proceeds due to the Partnerships for the sale of Net Profits Interests. Subsequent to December 31, 1996 such receivable was collected by the P-2 and P-3 Partnerships. The receivable from the General Partner at March 31, 1997 for the P-4, P-5, and P-6 Partnerships represents proceeds due to such Partnerships for the sale of Net Profits Interests. Subsequent to March 31, 1997 such receivable was collected by the P-4, P-5, and P-6 Partnerships. -22- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES - ----------------------------------------------- This Quarterly 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 Quarterly 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 - ------- The Partnerships are engaged in the business of acquiring Net Profits Interests in producing oil and gas properties located in the continental United States. In general, a 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 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 underlying 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: -23- Limited Date of Partner 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 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. While the General Partner cannot predict future pricing trends, it believes the working capital available as of March 31, 1997 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations of the Partnerships. RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The most important variable affecting the Partnerships' revenues is the prices received for the sale of oil and gas. Predicting future prices is very difficult. Substantially all of the Partnerships' gas reserves are being sold in the "spot market". Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. PARTNERSHIP P-1 THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996. Three Months Ended March 31, ----------------------------- 1997 1996 -------- -------- Net Profits $279,897 $310,326 Barrels produced 8,584 9,504 Mcf produced 82,354 134,915 Average price/Bbl $ 20.91 $ 17.57 Average price/Mcf $ 2.35 $ 1.75 -24- As shown in the table above, Net Profits decreased $30,429 (9.8%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this decrease, approximately $16,000 and $92,000, respectively, were related to decreases in volumes of oil and gas sold, partially offset by increases of approximately $29,000 and $49,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 920 barrels and 52,561 Mcf, respectively, for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on two wells during the three months ended March 31, 1996 and (ii) a negative prior period volume adjustment made by the purchaser on one well during the three months ended March 31, 1997. Average oil and gas prices increased to $20.91 per barrel and $2.35 per Mcf, respectively, for the three months ended March 31, 1997 from $17.57 per barrel and $1.75 per Mcf, respectively, for the three months ended March 31, 1996. Depletion of Net Profits Interests decreased $34,647 (36.3%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) decreases in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996 and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996. As a percentage of Net Profits, this expense decreased to 21.7% for the three months ended March 31, 1997 from 30.7% for the three months ended March 31, 1996. This decrease was primarily due to the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The P-1 Partnership recognized a non-cash charge against earnings of $902,042 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs of Net Profits Interests exceeding the undiscounted future net revenues from such Net Profits Interests, in accordance with the P-1 Partnership's adoption of SFAS No. 121. Of this amount, $113,945 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $788,097 was related to impairment of unproved properties. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses remained relatively constant for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of Net Profits, these expenses remained relatively constant at 12.4% for the three months ended March 31, 1997 as compared to 11.3% for the three months ended March 31, 1996. Cumulative cash distributions to the Limited Partners through March 31, 1997 were $9,059,558 or 83.83% of Limited Partners' capital contributions. PARTNERSHIP P-2 THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996. -25- Three Months Ended March 31, ---------------------------- 1997 1996 -------- -------- Net Profits $291,114 $239,673 Barrels produced 6,082 6,829 Mcf produced 71,611 113,725 Average price/Bbl $ 20.93 $ 17.63 Average price/Mcf $ 3.45 $ 1.75 As shown in the table above, Net Profits increased $51,441 (21.5%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this increase, approximately $20,000 and $122,000, respectively, were related to increases in the average prices of oil and gas sold, partially offset by decreases of approximately $13,000 and $74,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 747 barrels and 42,114 Mcf, respectively, for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on two wells during the three months ended March 31, 1996 and (ii) a negative prior period volume adjustment made by the purchaser on one well during the three months ended March 31, 1997. Average oil and gas prices increased to $20.93 per barrel and $3.45 per Mcf, respectively, for the three months ended March 31, 1997 from $17.63 per barrel and $1.75 per Mcf, respectively for the three months ended March 31, 1996. Depletion of Net Profits Interests decreased $35,385 (41.0%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) decreases in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996 and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996. As a percentage of Net Profits, this expense decreased to 17.5% for the three months ended March 31, 1997 from 36.0% for the three months ended March 31, 1996. This decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The P-2 Partnership recognized a non-cash charge against earnings of $727,893 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs of Net Profits Interests exceeding the undiscounted future net revenues from such Net Profits Interests, in accordance with the P-2 Partnership's adoption of SFAS No. 121. Of this amount, $113,005 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $614,888 was related to impairment of unproved properties. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses remained relatively constant for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of Net Profits, these expenses decreased to 9.9% for the three months -26- ended March 31, 1997 from 12.2% for the three months ended March 31, 1996. This percentage decrease was primarily due to the increase in Net Profits discussed above. Cumulative cash distributions to the Limited Partners through March 31, 1997 were $6,896,561 or 76.55% of Limited Partners' capital contributions. PARTNERSHIP P-3 THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996. Three Months Ended March 31, ---------------------------- 1997 1996 -------- -------- Net Profits $537,870 $447,556 Barrels produced 11,239 12,651 Mcf produced 134,814 214,852 Average price/Bbl $ 20.94 $ 17.63 Average price/Mcf $ 3.41 $ 1.75 As shown in the table above, Net Profits increased $90,314 (20.2%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this increase, approximately $37,000 and $224,000, respectively, were related to increases in the average prices of oil and gas sold, partially offset by decreases of approximately $25,000 and $140,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,412 barrels and 80,038 Mcf, respectively, for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on two wells during the three months ended March 31, 1996 and (ii) a negative prior period volume adjustment made by the purchaser on one well during the three months ended March 31, 1997. Average oil and gas prices increased to $20.94 per barrel and $3.41 per Mcf, respectively, for the three months ended March 31, 1997 from $17.63 per barrel and $1.75 per Mcf, respectively, for the three months ended March 31, 1996. Depletion of Net Profits Interests decreased $67,959 (41.9%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) decreases in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996 and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996. As a percentage of Net Profits, this expense decreased to 17.5% for the three months ended March 31, 1997 from 36.3% for the three months ended March 31, 1996. This decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The P-3 Partnership recognized a non-cash charge against earnings of $1,413,917 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs -27- of Net Profits Interests exceeding the undiscounted future net revenues from such Net Profits Interests, in accordance with the P-3 Partnership's adoption of SFAS No. 121. Of this amount, $220,449 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $1,193,468 was related to impairment of unproved properties. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses remained relatively constant for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of Net Profits, these expenses decreased to 10.1% for the three months ended March 31, 1997 from 12.3% for the three months ended March 31, 1996. This percentage decrease was primarily due to the increase in Net Profits discussed above. Cumulative cash distributions to the Limited Partners through March 31, 1997 were $12,355,401 or 72.83% of Limited Partners' capital contributions. PARTNERSHIP P-4 THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996. Three Months Ended March 31, ---------------------------- 1997 1996 -------- -------- Net Profits $407,373 $345,698 Barrels produced 5,414 6,226 Mcf produced 142,615 179,821 Average price/Bbl $ 21.73 $ 19.26 Average price/Mcf $ 2.73 $ 1.83 As shown in the table above, Net Profits increased $61,675 (17.8%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this increase, approximately $13,000 and $128,000, respectively, were related to increases in the average prices of oil and gas sold, partially offset by decreases of approximately $16,000 and $68,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 812 barrels and 37,206 Mcf, respectively, for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of gas sold resulted primarily from (i) normal declines in production due to diminished gas reserves on several wells, (ii) the sale of two gas producing wells during 1996, and (iii) a positive prior period volume adjustment made by the purchaser on one well during the three months ended March 31, 1996. Average oil and gas prices increased to $21.73 per barrel and $2.73 per Mcf, respectively, for the three months ended March 31, 1997 from $19.26 per barrel and $1.83 per Mcf, respectively, for the three months ended March 31, 1996. Depletion of Net Profits Interests decreased $54,541 (31.8%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) decreases in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months -28- ended March 31, 1996 and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996. As a percentage of Net Profits, this expense decreased to 28.7% for the three months ended March 31, 1997 from 49.6% for the three months ended March 31, 1996. This decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The P-4 Partnership recognized a non-cash charge against earnings of $752,388 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs of Net Profits Interests exceeding the undiscounted future net revenues from such Net Profits Interests, in accordance with the P-4 Partnership's adoption of SFAS No. 121. Of this amount, $84,059 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $668,329 was related to impairment of unproved properties. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses decreased $2,740 (6.7%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from a decrease in professional fees during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of Net Profits, these expenses decreased to 9.4% for the three months ended March 31, 1997 from 11.9% for the three months ended March 31, 1996. This percentage decrease was primarily due to the increase in Net Profits discussed above. Cumulative cash distributions to the Limited Partners through March 31, 1997 were $10,231,945 or 81.01% of Limited Partners' capital contributions. PARTNERSHIP P-5 THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996. Three Months Ended March 31, ---------------------------- 1997 1996 -------- -------- Net Profits $341,315 $280,150 Barrels produced 2,267 3,478 Mcf produced 146,737 174,240 Average price/Bbl $ 20.79 $ 17.99 Average price/Mcf $ 2.59 $ 1.75 As shown in the table above, Net Profits increased $61,165 (21.8%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this increase, approximately $6,000 and $123,000, respectively, were related to increases in the average prices of oil and gas sold, partially offset by decreases of approximately $22,000 and $48,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,211 barrels and 27,503 Mcf, respectively, for the three months ended March 31, -29- 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of oil sold resulted primarily from (i) normal declines in production due to diminished oil reserves on two wells and (ii) positive prior period volume adjustments made by the operator on two wells during the three months ended March 31, 1996. The decrease in volumes of gas sold resulted primarily from (i) normal declines in production due to diminished gas reserves on several wells, (ii) a negative prior period volume adjustment made by the purchaser on one well during the three months ended March 31, 1997, and (iii) a positive prior period volume adjustment made by the purchaser on another well during the three months ended March 31, 1996. Average oil and gas prices increased to $20.79 per barrel and $2.59 per Mcf, respectively, for the three months ended March 31, 1997 from $17.99 per barrel and $1.75 per Mcf, respectively, for the three months ended March 31, 1996. Depletion of Net Profits Interests decreased $54,964 (39.1%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) decreases in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996 and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996. As a percentage of Net Profits, this expense decreased to 25.1% for the three months ended March 31, 1997 from 50.1% for the three months ended March 31, 1996. This decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The P-5 Partnership recognized a non-cash charge against earnings of $1,018,067 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs of Net Profits Interests exceeding the undiscounted future net revenues from such Net Profits Interests, in accordance with the P-5 Partnership's adoption of SFAS No. 121. Of this amount, $122,458 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $895,609 was related to impairment of unproved properties. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses remained relatively constant for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of Net Profits, these expenses decreased to 11.3% for the three months ended March 31, 1997 from 13.7% for the three months ended March 31, 1996. This decrease was primarily due to the increase in Net Profits discussed above. Cumulative cash distributions to the Limited Partners through March 31, 1997 were $5,590,759 or 47.20% of Limited Partners' capital contributions. PARTNERSHIP P-6 THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996. -30- Three Months Ended March 31, ---------------------------- 1997 1996 -------- -------- Net Profits $544,640 $502,096 Barrels produced 4,303 5,706 Mcf produced 235,050 285,013 Average price/Bbl $ 21.24 $ 17.96 Average price/Mcf $ 2.87 $ 2.03 As shown in the table above, Net Profits increased $42,544 (8.5%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Of this increase, approximately $14,000 and $197,000, respectively, were related to the increases in the average prices of oil and gas sold, partially offset by decreases of approximately $25,000 and $101,000, respectively, related to decreases in volumes of oil and gas sold and a decrease of approximately $42,000 related to an increase in production expenses incurred by the owners of the Working Interests. Volumes of oil and gas sold decreased 1,403 barrels and 49,963 Mcf, respectively, for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The decrease in volumes of oil sold resulted primarily from normal declines in production due to diminished oil reserves on two wells. The decrease in volumes of gas sold resulted primarily from (i) normal declines in production due to diminished gas reserves on several wells, (ii) positive prior period volume adjustments made by the purchasers on several wells during the three months ended March 31, 1996, (iii) the shutting- in of two wells during 1996 due to mechanical difficulties, and (iv) a negative prior period volume adjustment made by the purchaser on one well during the three months ended March 31, 1997. The increase in production expenses resulted primarily from (i) an increase in ad valorem taxes incurred on several wells during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996 and (ii) workover expenses incurred during the three months ended March 31, 1997 in order to improve the recovery of reserves on several wells, partially offset by decreases in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. Average oil and gas prices increased to $21.24 per barrel and $2.87 per Mcf, respectively, for the three months ended March 31, 1997 from $17.96 per barrel and $2.03 per Mcf, respectively, for the three months ended March 31, 1996. Depletion of Net Profits Interests decreased $67,673 (30.7%) for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. This decrease resulted primarily from (i) decreases in volumes of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996 and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996. As a percentage of Net Profits, this expense decreased to 28.0% for the three months ended March 31, 1997 from 43.9% for the three months ended March 31, 1996. This decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increases in the average prices of oil and gas sold during the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. The P-6 Partnership recognized a non-cash charge against earnings -31- of $898,584 for the three months ended March 31, 1997. This impairment provision was necessary due to the unamortized costs of Net Profits Interests exceeding the undiscounted future net revenues from such Net Profits Interests, in accordance with the P-6 Partnership's adoption of SFAS No. 121. Of this amount, $444,990 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $453,594 was related to impairment of unproved properties. No similar charge was necessary during the three months ended March 31, 1996. General and administrative expenses remained relatively constant for the three months ended March 31, 1997 as compared to the three months ended March 31, 1996. As a percentage of Net Profits, these expenses remained relatively constant at 8.7% for the three months ended March 31, 1997 as compared to 9.3% for the three months ended March 31, 1996. Cumulative cash distributions to the Limited Partners through March 31, 1997 were $7,084,248 or 49.53% of Limited Partners' capital contributions. -32- PART II: OTHER INFORMATION 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, 1997 and for the three months ended March 31, 1997, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the P-2 Partnership's financial statements as of March 31, 1997 and for the three months ended March 31, 1997, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the P-3 Partnership's financial statements as of March 31, 1997 and for the three months ended March 31, 1997, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the P-4 Partnership's financial statements as of March 31, 1997 and for the three months ended March 31, 1997, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the P-5 Partnership's financial statements as of March 31, 1997 and for the three months ended March 31, 1997, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the P-6 Partnership's financial statements as of March 31, 1997 and for the three months ended March 31, 1997, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K: Current Reports on Form 8-K filed during the first quarter of 1997: Date of event: January 24, 1997 Date filed with SEC: January 24, 1997 Items Included: Item 5 - Other Events Item 7 - Exhibits -33- 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 RESOURCES, INC. General Partner Date: May 13, 1997 By: /s/Dennis R. Neill ------------------------------- (Signature) Dennis R. Neill President Date: May 13, 1997 By: /s/Patrick M. Hall ------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer -34- 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, 1997 and for the three months ended March 31, 1997, 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, 1997 and for the three months ended March 31, 1997, 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, 1997 and for the three months ended March 31, 1997, 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, 1997 and for the three months ended March 31, 1997, 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, 1997 and for the three months ended March 31, 1997, 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, 1997 and for the three months ended March 31, 1997, filed herewith. All other exhibits are omitted as inapplicable.