FORM 10-K405
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
Commission File Number: P-1: 0-17800; P-2: 0-17801;
P-3: 0-18306; P-4: 0-18308; P-5: 0-18637; 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
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(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 of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Depositary Units of Limited Partnership interest
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
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Disclosure is not contained herein
-----
X Disclosure is contained herein
-----
The Depositary Units are not publicly traded, therefore, Registrant cannot
compute the aggregate market value of the voting units held by non-affiliates of
the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE: None
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FORM 10-K405
TABLE OF CONTENTS
PART I.......................................................................4
ITEM 1. BUSINESS...................................................4
ITEM 2. PROPERTIES................................................10
ITEM 3. LEGAL PROCEEDINGS.........................................22
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......22
PART II.....................................................................22
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......22
ITEM 6. SELECTED FINANCIAL DATA...................................25
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................32
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK........................................ 49
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............49
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................49
PART III....................................................................49
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
PARTNER...................................................49
ITEM 11. EXECUTIVE COMPENSATION....................................50
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................58
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............60
PART IV.....................................................................61
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K...............................................61
SIGNATURES..............................................................68
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PART I.
ITEM 1. BUSINESS
General
The Geodyne Institutional/Pension Energy Income P-1 Limited Partnership
(the "P-1 Partnership") and Geodyne Institutional/Pension Energy Income P-2
Limited Partnership (the "P-2 Partnership") are limited partnerships formed
under the Texas Revised Limited Partnership Act and the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3 (the "P-3
Partnership"), Geodyne Institutional/Pension Energy Income Limited Partnership
P-4 (the "P-4 Partnership"), Geodyne Institutional/Pension Energy Income Limited
Partnership P-5 (the "P-5 Partnership"), and Geodyne Institutional/Pension
Energy Income Limited Partnership P-6 (the "P-6 Partnership") are limited
partnerships formed under the Oklahoma Revised Uniform Limited Partnership Act
(collectively, the "Partnerships"). Each Partnership is composed of Geodyne
Resources, Inc. ("Geodyne"), a Delaware corporation, as the general partner,
Geodyne Institutional Depository Company, a Delaware corporation, as the sole
initial limited partner, and public investors as substitute limited partners
(the "Limited Partners"). The Partnerships commenced operations on the dates set
forth below:
Date of
Partnership Activation
----------- -----------------
P-1 October 25, 1988
P-2 February 9, 1989
P-3 May 10, 1989
P-4 November 21, 1989
P-5 February 27, 1990
P-6 September 5, 1990
Immediately following activation, each Partnership invested as a general
partner in a separate Oklahoma general partnership which actually conducts the
Partnerships' operations. Geodyne serves as managing partner of such general
partnerships. Unless the context indicates otherwise, all references to any
single Partnership or all of the Partnerships in this Annual Report on Form
10-K405 ("Annual Report") are references to the Partnership and its related
general partnership, collectively. In addition, unless the context indicates
otherwise, all references to the "General Partner" in this Annual Report are
references to Geodyne as the general partner of the Partnerships, and as the
managing partner of the related general partnerships.
The General Partner currently serves as general partner of 26 limited
partnerships, including the Partnerships. The General Partner is a wholly-owned
subsidiary of Samson Investment
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Company. Samson Investment Company and its various corporate subsidiaries,
including the General Partner (collectively "Samson"), are primarily engaged in
the production and development of and exploration for oil and gas reserves and
the acquisition and operation of producing properties. At December 31, 2001,
Samson owned interests in approximately 14,000 oil and gas wells located in 19
states of the United States and the countries of Canada, Venezuela, and Russia.
At December 31, 2001, Samson operated approximately 3,000 oil and gas wells
located in 14 states of the United States, as well as Canada, Venezuela, and
Russia.
The Partnerships are currently engaged in the business of owning net
profits and royalty interests in oil and gas properties located in the
continental United States. Most of the net profits interests acquired by the
Partnerships have been carved out of working interests in producing properties
("Working Interests") which were acquired by affiliated oil and gas investment
programs (the "Affiliated Programs"). Net profits interests entitle the
Partnerships to a share of net revenues from producing properties measured by a
specific percentage of the net profits realized by such Affiliated Programs on
those properties. Except where otherwise noted, references to certain
operational activities of the Partnerships are actually the activities of the
Affiliated Programs. As the holder of a net profits interest, a Partnership is
not liable to pay any amount by which oil and gas operating costs and expenses
exceed revenues for any period, although any deficit, together with interest, is
applied to reduce the amounts payable to the Partnership in subsequent periods.
As used throughout this Annual Report, the Partnerships' net profits and royalty
interests in oil and gas sales will be referred to as "Net Profits" and the
Partnerships' net profits and royalty interests in oil and gas properties will
be collectively referred to as "Net Profits Interests."
In order to prudently manage the properties which are burdened by the
Partnerships' Net Profits Interests, it may be appropriate for drilling
operations to be conducted on such properties. Since the Partnerships' Net
Profits are calculated after considering such costs, the Partnerships also
indirectly engage in development drilling.
As limited partnerships, the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February 15, 2002, Samson employed approximately 1,000 persons. No
employees are covered by collective bargaining agreements, and management
believes that Samson provides a sound employee relations environment. For
information regarding the executive officers of the General Partner, see "Item
10. Directors and Executive Officers of the General Partner."
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The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and
their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE].
Funding
Although the partnership agreement for each Partnership (the "Partnership
Agreement") permits each Partnership to incur borrowings, operations and
expenses are currently funded out of revenues from each Partnership's Net
Profits Interests. The General Partner may, but is not required to, advance
funds to a Partnership for the same purposes for which Partnership borrowings
are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the holding of certain Net Profits
Interests. The Partnerships do not refine or otherwise process crude oil and
condensate. The Partnerships do not hold any patents, trademarks, licenses, or
concessions and are not a party to any government contracts. The Partnerships
have no backlog of orders and do not participate in research and development
activities. The Partnerships are not presently encountering shortages of
oilfield tubular goods, compressors, production material, or other equipment.
Competition and Marketing
The Partnerships' revenues, net income or loss, cash flows, carrying value
of oil and gas properties, and amount of oil and gas which can be economically
produced depend substantially upon the prevailing prices for oil and gas. Oil
and gas prices (and consequently the Partnerships' profitability) depend on a
number of factors which are beyond the control of the Partnerships. These
factors include worldwide political instability and terrorist activities
(especially in oil-producing regions), United Nations export embargoes, the
supply and price of foreign imports of oil and gas, the level of consumer
product demand (which can be heavily influenced by weather patterns), the level
of domestic oil and gas production, government regulations and taxes, the price
and availability of alternative fuels, the overall economic environment, and the
availability and capacity of transportation and processing facilities. The
effect of these factors on future oil and gas industry trends cannot be
accurately predicted or anticipated. In addition, the domestic oil and gas
industry is highly competitive, with a large number of companies and individuals
engaged in the exploration and development of oil and gas properties. Predicting
future prices is not possible. Concerning past trends, oil and gas prices in the
United States have been highly volatile for many years.
-6-
Over the past ten years average yearly wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf range. Due to unusual supply and demand
circumstances gas prices in late 2000 and early 2001 rose to a level not seen
since the early 1980s. Recent economic trends and the supply/demand ratio have
caused natural gas prices to decline significantly. Substantially all of the
Partnerships' gas reserves are being sold on 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. Spot prices for the
Partnerships' gas decreased from approximately $6.03 per Mcf at December 31,
2000 to approximately $2.65 per Mcf at December 31, 2001. Such prices were on an
MMBTU basis and differ from the prices actually received by the Partnerships due
to transportation and marketing costs, BTU adjustments, and regional price and
quality differences.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range, but have been extremely volatile over the
past three years. Due to global consumption and supply trends as well as a
slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached
historically low levels, dropping to as low as approximately $9.25 per barrel.
The current oil price range between the mid teens and low twenties is somewhat
dependent on production curtailment agreements among major oil producing
nations. Prices for the Partnerships' oil decreased from approximately $27.52
per barrel at December 31, 2000 to approximately $16.75 per barrel at December
31, 2001.
Future prices for both oil and gas will likely be different from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed above, it is impossible to accurately predict whether future oil and
gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
Significant Customers
The following customers accounted for ten percent or more of the oil and
gas sales attributable to the Partnerships' Net Profits Interests during the
year ended December 31, 2001:
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Partnership Customer Percentage
----------- ------------------------ ----------
P-1 El Paso Energy Marketing
Company ("El Paso") 22.7%
ONEOK Gas Marketing
Company ("ONEOK") 12.0%
P-2 El Paso 22.4%
ONEOK 10.3%
P-3 El Paso 22.3%
ONEOK 10.1%
P-4 Phibro Energy, Inc. 26.9%
Valero Industrial Gas LP 24.2%
El Paso 20.2%
Conoco, Inc. 11.0%
P-5 El Paso 80.7%
P-6 El Paso 44.1%
Tejas Gas Marketing
Company 15.1%
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in availability of
open access transportation by pipeline transporters, the Partnerships may
encounter difficulty in marketing gas and in maintaining historic sales levels.
Management does not expect any of its open access transporters to seek
authorization to terminate their transportation services. Even if the services
were terminated, management believes that alternatives would be available
whereby the Partnerships would be able to continue to market their gas.
The Partnerships' principal customers for crude oil production are
refiners and other companies which have pipeline facilities near the producing
properties in which the Partnerships own Net Profits Interests. In the event
pipeline facilities are not conveniently available to production areas, crude
oil is usually trucked by purchasers to storage facilities.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is
subject to extensive federal and state laws and regulations governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of production, prevention of waste and pollution, and protection of the
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environment. In addition to the direct costs borne in complying with such
regulations, operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude
oil and condensate are made at market prices and are not subject to price
controls. The sale of gas may be subject to both federal and state laws and
regulations. The provisions of these laws and regulations are complex and affect
all who produce, resell, transport, or purchase gas. Although virtually all of
the natural gas production affecting the Partnerships is not subject to price
regulation, other regulations affect the availability of gas transportation
services and the ability of gas consumers to continue to purchase or use gas at
current levels. Accordingly, such regulations may have a material effect on the
Partnerships' Net Profits and projections of future Net Profits.
Future Legislation -- Legislation affecting the oil and gas industry is
under constant review for amendment or expansion. Because such laws and
regulations are frequently amended or reinterpreted, management is unable to
predict what additional energy legislation may be proposed or enacted or the
future cost and impact of complying with existing or future regulations.
Regulation of the Environment - Oil and gas operations are subject to
numerous laws and regulations governing the discharge of materials into the
environment or otherwise relating to environmental protection. Compliance with
such laws and regulations, together with any penalties resulting from
noncompliance, may decrease the Partnerships' Net Profits. Management
anticipates that various local, state, and federal environmental control
agencies will have an increasing impact on oil and gas operations.
Insurance Coverage
Exploration for and production of oil and gas are subject to many inherent
risks, including blowouts, pollution, fires, and other casualties. The
Partnerships maintain insurance coverage as is customary for entities of a
similar size engaged in similar operations, but losses can occur from
uninsurable risks or in amounts in excess of existing insurance coverage. In
particular, many types of pollution and contamination can exist, undiscovered,
for long periods of time and can result in substantial environmental liabilities
which are not insured. The occurrence of an event which is not fully covered by
insurance could have a material adverse effect on the Partnerships' financial
condition and results of operations in that it could negatively impact the cash
flow received from the Net Profits Interests.
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ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells in which the
Partnerships had a Net Profits Interest as of December 31, 2001.
P/ship Number of Wells(1)
------ -----------------------------
Total Oil Gas
----- ----- -----
P-1 833 657 176
P-2 875 678 197
P-3 875 678 197
P-4 169 79 90
P-5 68 20 48
P-6 114 32 82
- ---------------
(1) The designation of a well as an oil well or gas well is made by the
General Partner based on the relative amount of oil and gas reserves for
the well. Regardless of a well's oil or gas designation, it may produce
oil, gas, or both oil and gas.
Drilling Activities
During 2001 the Partnerships indirectly participated (through their Net
Profits Interests) in the developmental drilling activities described below.
Revenue
P/ship Well Name County St. Interest Type Status
- ------ ------------ ---------- --- -------- ---- ---------
P-1 Daberry
No.7-1 Wheeler TX .00199 Gas Producing
Bryant
No. 4-44 Wheeler TX .00225 Gas Producing
Jackson Unit
No. 8 Lea NM .00046 Gas Producing
Chilton B
No. 1-23 Gaines TX .00047 Gas Shut-in
Kay Estes
No. 6 Edwards TX .00456 Gas Producing
P-2 Daberry
No.7-1 Wheeler TX .00136 Gas Producing
Bryant
No. 4-44 Wheeler TX .00154 Gas Producing
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Jackson Unit
No. 8 Lea NM .00032 Gas Producing
Chilton B
No. 1-23 Gaines TX .00032 Gas Shut-in
Kay Estes
No. 6 Edwards TX .00312 Gas Producing
P-3 Daberry
No.7-1 Wheeler TX .00250 Gas Producing
Bryant
No. 4-44 Wheeler TX .00284 Gas Producing
Jackson Unit
No. 8 Lea NM .00058 Gas Producing
Chilton B
No. 1-23 Gaines TX .00059 Gas Shut-in
Kay Estes
No. 6 Edwards TX .00575 Gas Producing
P-4 Plumbtree
No. 5-7 Washita OK .00023 Gas Producing
Clayton
No. 8-9 Washita OK .00165 Gas Producing
Martinez,
DS No. 7 Webb TX .00351 Gas Producing
P-5 Green No.
4-1A Washita OK .00074 Gas Producing
Newton Smith
No. 3-16 Pittsburg OK .00156 Gas Producing
P-6 Green No.
4-1A Washita OK .00025 Gas Producing
Newton Smith
No. 3-16 Pittsburg OK .00053 Gas Producing
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information concerning
the oil (including condensates) and gas production attributable to the
Partnerships' Net Profits Interests, revenues attributable to such production,
and certain price information.
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Net Production Data
P-1 Partnership
---------------
Year Ended December 31,
----------------------------------------
2001 2000 1999
---------- ---------- ----------
Production:
Oil (Bbls) 23,073 17,814 24,737
Gas (Mcf) 290,969 304,477 357,439
Oil and gas sales(1):
Oil $ 558,898 $ 497,691 $ 412,946
Gas 1,052,513 1,011,219 665,565
--------- --------- ---------
Total $1,611,411 $1,508,910 $1,078,511
========= ========= =========
Average sales price:
Per barrel of oil $24.22 $27.94 $16.69
Per Mcf of gas 3.62 3.32 1.86
- ----------
(1) These amounts differ from the Net Profits included in the P-1
Partnership's financial statements because they do not reflect the offset
of $315,902, $258,325, and $275,972, respectively, of production expenses
incurred by the Affiliated Programs.
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Net Production Data
P-2 Partnership
---------------
Year Ended December 31,
----------------------------------------
2001 2000 1999
---------- ---------- ----------
Production:
Oil (Bbls) 16,105 12,518 17,583
Gas (Mcf) 239,585 246,666 289,443
Oil and gas sales(1):
Oil $ 390,553 $ 349,787 $ 293,110
Gas 883,601 838,464 556,043
--------- ------- -------
Total $1,274,154 $1,188,251 $ 849,153
========= ========= =======
Average sales price:
Per barrel of oil $24.25 $27.94 $16.67
Per Mcf of gas 3.69 3.40 1.92
- ----------
(1) These amounts differ from the Net Profits included in the P-2
Partnership's financial statements because they do not reflect the offset
of $261,858, $214,517, and $230,263, respectively, of production expenses
incurred by the Affiliated Programs.
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Net Production Data
P-3 Partnership
---------------
Year Ended December 31,
----------------------------------------
2001 2000 1999
---------- ---------- ----------
Production:
Oil (Bbls) 29,759 23,146 32,552
Gas (Mcf) 447,621 460,861 543,312
Oil and gas sales(1):
Oil $ 721,740 $ 646,749 $ 542,233
Gas 1,653,444 1,566,811 1,044,195
--------- --------- ---------
Total $2,375,184 $2,213,560 $1,586,428
========= ========= =========
Average sales price:
Per barrel of oil $24.25 $27.94 $16.66
Per Mcf of gas 3.69 3.40 1.92
- ----------
(1) These amounts differ from the Net Profits included in the P-3
Partnership's financial statements because they do not reflect the offset
of $488,607, $402,262, and $430,614, respectively, of production expenses
incurred by the Affiliated Programs.
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Net Production Data
P-4 Partnership
---------------
Year Ended December 31,
----------------------------------------
2001 2000 1999
---------- ---------- ----------
Production:
Oil (Bbls) 38,934 23,482 17,505
Gas (Mcf) 388,416 339,221 338,882
Oil and gas sales(1):
Oil $ 960,023 $ 684,104 $ 295,745
Gas 1,669,588 1,331,225 746,206
--------- --------- ---------
Total $2,629,611 $2,015,329 $1,041,951
========= ========= =========
Average sales price:
Per barrel of oil $24.66 $29.13 $16.89
Per Mcf of gas 4.30 3.92 2.20
- ----------
(1) These amounts differ from the Net Profits included in the P-4
Partnership's financial statements because they do not reflect the offset
of $487,414, $419,053, and $295,097, respectively, of production expenses
incurred by the Affiliated Programs.
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Net Production Data
P-5 Partnership
---------------
Year Ended December 31,
----------------------------------------
2001 2000 1999
---------- ---------- ----------
Production:
Oil (Bbls) 4,781 5,827 6,858
Gas (Mcf) 438,194 495,141 464,917
Oil and gas sales(1):
Oil $ 122,654 $ 170,821 $ 117,808
Gas 1,925,638 1,741,689 922,397
--------- --------- ---------
Total $2,048,292 $1,912,510 $1,040,205
========= ========= =========
Average sales price:
Per barrel of oil $25.65 $29.32 $17.18
Per Mcf of gas 4.39 3.52 1.98
- ----------
(1) These amounts differ from the Net Profits included in the P-5
Partnership's financial statements because they do not reflect the offset
of $405,549, $478,767, and $183,763, respectively, of production expenses
incurred by the Affiliated Programs.
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Net Production Data
P-6 Partnership
---------------
Year Ended December 31,
----------------------------------------
2001 2000 1999
---------- ---------- ----------
Production:
Oil (Bbls) 13,190 14,022 17,227
Gas (Mcf) 678,969 809,428 909,561
Oil and gas sales(1):
Oil $ 330,103 $ 394,656 $ 280,628
Gas 2,687,675 2,934,211 1,765,886
--------- --------- ---------
Total $3,017,778 $3,328,867 $2,046,514
========= ========= =========
Average sales price:
Per barrel of oil $25.03 $28.15 $16.29
Per Mcf of gas 3.96 3.63 1.94
- ----------
(1) These amounts differ from the Net Profits included in the P-6
Partnership's financial statements because they do not reflect the offset
of $735,303, $860,708, and $705,730, respectively, of production expenses
incurred by the Affiliated Programs.
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Proved Reserves and Net Present Value
The following table sets forth each Partnership's estimated proved oil and
gas reserves and net present value therefrom as of December 31, 2001 which were
attributable to the Partnerships' Net Profits Interests. The schedule of
quantities of proved oil and gas reserves was prepared by the General Partner in
accordance with the rules prescribed by the Securities and Exchange Commission
(the "SEC"). Certain reserve information was reviewed by Ryder Scott Company,
L.P. ("Ryder Scott"), an independent petroleum engineering firm. As used
throughout this Annual Report, "proved reserves" refers to those estimated
quantities of crude oil, gas, and gas liquids which geological and engineering
data demonstrate with reasonable certainty to be recoverable in future years
from known oil and gas reservoirs under existing economic and operating
conditions.
Net present value represents estimated future gross cash flow from the
production and sale of proved reserves, net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated future development costs, discounted at 10% per annum. Net present
value attributable to the Partnerships' proved reserves was calculated on the
basis of current costs and prices at December 31, 2001. Such prices were not
escalated except in certain circumstances where escalations were fixed and
readily determinable in accordance with applicable contract provisions. Oil and
gas prices at December 31, 2001 were substantially lower than the very high
prices in effect on December 31, 2000. This decrease in oil and gas prices has
caused the estimates of remaining economically recoverable reserves, as well as
the values placed on said reserves, at December 31, 2001 to be significantly
lower than such estimates and values at December 31, 2000. The prices used in
calculating the net present value attributable to the Partnerships' proved
reserves do not necessarily reflect market prices for oil and gas production
subsequent to December 31, 2001. There can be no assurance that the prices used
in calculating the net present value of the Partnerships' proved reserves at
December 31, 2001 will actually be realized for such production.
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available geological,
engineering, and economic data for each reservoir. The data for a given
reservoir may change substantially over time as a result of, among other things,
additional development activity, production history, and viability of production
under varying economic conditions; consequently, it is reasonably possible that
material revisions to existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that these reserve
estimates represent the most accurate assessment possible, the significance of
the subjective decisions required and variances in available data for various
reservoirs make these
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estimates generally less precise than other estimates presented in connection
with financial statement disclosures.
Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 2001(1)
P-1 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 1,787,352
Oil and liquids (Bbls) 151,869
Net present value (discounted at 10% per annum) $ 2,988,852
P-2 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 1,556,980
Oil and liquids (Bbls) 110,986
Net present value (discounted at 10% per annum) $ 2,393,379
P-3 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 2,921,349
Oil and liquids (Bbls) 205,619
Net present value (discounted at 10% per annum) $ 4,466,366
P-4 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 2,083,182
Oil and liquids (Bbls) 90,296
Net present value (discounted at 10% per annum) $ 3,682,088
P-5 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 2,340,665
Oil and liquids (Bbls) 29,903
Net present value (discounted at 10% per annum) $ 2,670,671
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P-6 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 3,954,081
Oil and liquids (Bbls) 93,698
Net present value (discounted at 10% per annum) $4,578,737
- ---------
(1) Includes certain gas balancing adjustments which cause the gas volumes and
net present values to differ from the reserve reports which were prepared
by the General Partner and reviewed by Ryder Scott.
No estimates of the proved reserves of the Partnerships comparable to
those included herein have been included in reports to any federal agency other
than the SEC. Additional information relating to the Partnership's proved
reserves is contained in Note 4 to the Partnerships' financial statements,
included in Item 8 of this Annual Report.
Significant Properties
The following table sets forth the number and percent of each
Partnership's total wells which are operated by affiliates of the Partnerships
as of December 31, 2001:
Operated Wells
-----------------------------
Partnership Number Percent
----------- ------ -------
P-1 27 1%
P-2 48 2%
P-3 48 2%
P-4 20 9%
P-5 76 28%
P-6 108 34%
The following table sets forth certain well and reserve information for
the basins in which the Partnerships own a significant amount of Net Profits
Interests. The table contains the following information for each significant
basin: (i) the number of wells in which a Net Profits Interest is owned, (ii)
the number and percentage of wells operated by the Partnership's affiliates,
(iii) estimated proved oil reserves, (iv) estimated proved gas reserves, and (v)
the present value (discounted at 10% per annum) of estimated future net cash
flow.
The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Gulf Coast Basin is located in southern Louisiana and southeast Texas.
The Permian Basin is located in west Texas and southeast New Mexico.
-20-
Significant Properties as of December 31, 2001
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Total ----------- Reserves Reserves Present
Basin Wells Number %(1) (Bbl) (Mcf) Value
- ----------- ----- ------ ---- -------- -------- ----------
P-1 P/ship:
Permian 2298 2 - 144,864 835,373 $1,840,749
Anadarko 62 21 34% 2,366 919,654 1,102,621
P-2 P/ship:
Permian 2298 2 - 99,037 574,207 $1,262,824
Anadarko 62 21 34% 1,882 747,707 881,163
P-3 P/ship:
Permian 2298 2 - 182,603 1,060,868 $2,332,521
Anadarko 62 21 34% 3,505 1,392,650 1,640,984
P-4 P/ship:
Gulf Coast 90 5 6% 85,784 1,014,728 $2,522,086
Anadarko 42 13 31% 2,123 853,319 974,197
P-5 P/ship:
Anadarko 88 24 27% 4,818 1,601,420 $1,856,887
South. Ok.
Folded Belt 19 - - 20,053 462,916 571,253
P-6 P/ship:
Anadarko 88 24 27% 3,301 1,582,299 $1,834,661
East Texas 4 3 75% 2,429 1,022,153 1,127,288
Gulf Coast 12 1 8% 6,882 610,210 774,091
South. Ok.
Folded Belt 32 13 41% 71,947 249,355 487,384
- -------------------------------
(1) Percent of the Partnership's total wells in the basin which are operated
by affiliates of the Partnership.
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title to their
Net Profits Interests. Record title to all of the properties subject to the
Partnerships' Net Profits Interests is held by either the Partnerships or
Geodyne Nominee Corporation, an affiliate of the General Partner.
Title to the Partnerships' Net Profits Interests is subject to customary
royalty, overriding royalty, carried, working, and other similar interests and
contractual arrangements customary in the oil and gas industry, to liens for
current taxes not yet due,
-21-
and to other encumbrances. Management believes that such burdens do not
materially detract from the value of such properties or from the Partnerships'
Net Profits Interests therein or materially interfere with their use in the
operation of the Partnerships' business.
ITEM 3. LEGAL PROCEEDINGS
To the knowledge of the General Partner, neither the General Partner nor
the Partnerships or their properties are subject to any litigation, the results
of which would have a material effect on the Partnerships' or the General
Partner's financial condition or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners of any
Partnership during 2001.
PART II.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of February 1, 2002, the number of Units outstanding and the
approximate number of Limited Partners of record in the Partnerships were as
follows:
Number of Limited
Partnership Units Partners
----------- --------- --------
P-1 108,074 762
P-2 90,094 575
P-3 169,637 1,293
P-4 126,306 878
P-5 118,449 949
P-6 143,041 726
Units were initially sold for a price of $100. The Units are not traded on
any exchange and there is no public trading market for them. The General Partner
is aware of certain transfers of Units between unrelated parties, some of which
are facilitated by secondary trading firms and matching services. In addition,
as further described below, the General Partner is aware of certain "4.9% tender
offers" which have been made for the Units. The General Partner believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary trading firms and
matching services, no organized trading market for Units
-22-
exists and none is expected to develop. Due to the nature of these transactions,
the General Partner has no verifiable information regarding prices at which
Units have been transferred. Further, a transferee may not become a substitute
Limited Partner without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner
is obligated to annually issue a repurchase offer based on the estimated future
net revenues from the Partnerships' reserves and is calculated pursuant to the
terms of the Partnership Agreements. Such repurchase offer is recalculated
monthly in order to reflect cash distributions to the Limited Partners and
extraordinary events. The following table sets forth the General Partner's
repurchase offer per Unit as of the periods indicated. For purposes of this
Annual Report, a Unit represents an initial subscription of $100 to a
Partnership.
Repurchase Offer Prices
-----------------------
2000 2001 2002
------------------------- ------------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
P-1 $17 $15 $22 $19 $17 $13 $23 $21 $20
P-2 17 15 21 19 16 13 23 21 20
P-3 17 15 21 19 17 14 23 21 19
P-4 12 11 16 14 10 6 22 19 16
P-5 10 8 17 14 11 4 17 14 13
P-6 15 13 24 20 15 8 26 23 21
In addition to this repurchase offer, some of the Partnerships have been
subject to "4.9% tender offers" from several third parties. The General Partner
does not know the terms of these offers or the prices received by the Limited
Partners who accepted these offers.
-23-
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash
receipts from its Net Profits Interests and cash requirements of the
Partnership. Distributable cash is determined by the General Partner at the end
of each calendar quarter and distributed to the Limited Partners within 45 days
after the end of the quarter. Distributions are restricted to cash on hand less
amounts required to be retained out of such cash as determined in the sole
judgment of the General Partner to pay costs, expenses, or other Partnership
obligations whether accrued or anticipated to accrue. In certain instances, the
General Partner may not distribute the full amount of cash receipts which might
otherwise be available for distribution in an effort to equalize or stabilize
the amounts of quarterly distributions. Any available amounts not distributed
are invested and the interest or income thereon is for the accounts of the
Limited Partners.
The following is a summary of cash distributions paid to the Limited
Partners during 2000 and 2001 and the first quarter of 2002:
Cash Distributions
------------------
2000
-----------------------------------------------
1st 2nd 3rd 4th
P/ship Quarter Quarter Quarter Quarter
------ ------- ------- ------- -------
P-1 $1.67 $1.80 $1.91 $2.54
P-2 1.51 1.63 1.71 2.41
P-3 1.51 1.70 1.77 2.38
P-4 1.09 1.37 1.57 2.57
P-5 1.53 1.49 1.96 2.66
P-6 2.34 2.13 2.53 4.17
2001 2002
----------------------------------------------- -------
1st 2nd 3rd 4th 1st
P/ship Quarter Quarter Quarter Quarter Quarter
------ ------- ------- ------- ------- -------
P-1 $2.60 $3.41 $3.57 $2.02 $1.64
P-2 2.44 3.03 3.32 1.93 1.52
P-3 2.42 3.06 3.29 2.06 1.52
P-4 3.35 4.65 3.49 3.22 3.20
P-5 3.60 6.37 4.38 2.50 1.16
P-6 4.79 6.76 5.11 3.57 1.23
-24-
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected financial data for the Partnerships.
This data should be read in conjunction with the financial statements of the
Partnerships, and the respective notes thereto, included elsewhere in this
Annual Report. See "Item 8. Financial Statements and Supplementary Data."
-25-
Selected Financial Data
P-1 Partnership
---------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
Net Profits $1,295,509 $1,250,585 $ 802,539 $ 694,919 $1,064,105
Net Income:
Limited Partners 899,400 945,012 443,201 760,585 106,676
General Partner 115,696 116,609 65,862 60,539 54,016
Total 1,015,096 1,061,621 509,063 821,124 160,692
Limited Partners' Net
Income per Unit 8.32 8.74 4.10 7.04 .99
Limited Partners' Cash
Distributions per Unit 11.60 7.92 4.32 13.59 11.43
Total Assets 1,090,742 1,457,182 1,354,470 1,372,787 2,076,686
Partners' Capital (Deficit)
Limited Partners 1,168,299 1,521,899 1,431,887 1,455,686 2,164,101
General Partner ( 77,557) ( 64,717) ( 77,417) ( 82,899) ( 87,415)
Number of Units
Outstanding 108,074 108,074 108,074 108,074 108,074
-26-
Selected Financial Data
P-2 Partnership
---------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
Net Profits $1,012,296 $ 973,734 $ 618,890 $ 538,185 $ 836,494
Net Income:
Limited Partners 677,567 721,586 333,537 545,193 45,213
General Partner 89,075 89,569 31,057 36,137 41,244
Total 766,642 811,155 364,594 581,330 86,457
Limited Partners' Net
Income per Unit 7.52 8.01 3.70 6.05 .50
Limited Partners' Cash
Distributions per Unit 10.72 7.26 4.24 11.78 10.86
Total Assets 919,286 1,215,028 1,139,335 1,172,679 1,686,752
Partners' Capital (Deficit)
Limited Partners 975,073 1,263,506 1,195,920 1,243,383 1,759,190
General Partner ( 55,787) ( 48,478) ( 56,585) ( 70,704) ( 72,438)
Number of Units
Outstanding 90,094 90,094 90,094 90,094 90,094
-27-
Selected Financial Data
P-3 Partnership
---------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
Net Profits $1,886,577 $1,811,298 $1,155,814 $ 997,464 $1,559,975
Net Income:
Limited Partners 1,277,744 1,356,720 635,523 1,009,546 30,632
General Partner 167,610 152,174 45,011 66,787 76,414
Total 1,445,354 1,508,894 680,534 1,076,333 107,046
Limited Partners' Net
Income per Unit 7.53 8.00 3.75 5.95 .18
Limited Partners' Cash
Distributions per
Unit 10.83 7.36 4.17 11.60 10.81
Total Assets 1,719,156 2,265,592 2,131,160 2,183,351 3,136,542
Partners' Capital
(Deficit)
Limited Partners 1,793,333 2,352,589 2,244,869 2,316,346 3,273,800
General Partner ( 74,177) ( 86,997) ( 113,709) ( 132,995) ( 137,258)
Number of Units
Outstanding 169,637 169,637 169,637 169,637 169,637
-28-
Selected Financial Data
P-4 Partnership
---------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
Net Profits $2,142,197 $1,596,276 $ 746,854 $ 734,526 $1,290,780
Net Income:
Limited Partners 1,560,544 1,187,175 367,583 357,206 52,241
General Partner 196,368 143,717 36,289 27,697 49,097
Total 1,756,912 1,330,892 403,872 384,903 101,338
Limited Partners' Net
Income per Unit 12.36 9.40 2.91 2.83 .41
Limited Partners' Cash
Distributions per Unit 14.71 6.60 3.54 6.19 11.84
Total Assets 1,401,980 1,716,358 1,337,559 1,403,444 1,827,292
Partners' Capital (Deficit)
Limited Partners 1,473,599 1,771,055 1,417,880 1,497,297 1,922,091
General Partner ( 71,619) ( 54,697) ( 80,321) ( 93,853) ( 94,799)
Number of Units
Outstanding 126,306 126,306 126,306 126,306 126,306
-29-
Selected Financial Data
P-5 Partnership
---------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
Net Profits $1,642,743 $1,433,743 $ 856,442 $ 827,076 $1,000,125
Net Income:
Limited Partners 1,351,070 1,184,263 519,222 710,547 ( 355,086)
General Partner 75,627 64,906 34,149 48,790 34,199
Total 1,426,697 1,249,169 553,371 759,337 ( 320,887)
Limited Partners' Net
Income per Unit 11.41 10.00 4.38 6.00 ( 3.00)
Limited Partners' Cash
Distributions per Unit 16.85 7.64 4.66 9.04 8.45
Total Assets 863,504 1,522,340 1,235,321 1,257,489 1,621,507
Partners' Capital (Deficit)
Limited Partners 938,292 1,583,222 1,303,959 1,336,737 1,696,190
General Partner ( 74,788) ( 60,882) ( 68,638) ( 79,248) ( 74,683)
Number of Units
Outstanding 118,449 118,449 118,449 118,449 118,449
-30-
Selected Financial Data
P-6 Partnership
---------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
Net Profits $2,282,475 $2,468,159 $1,340,784 $1,240,100 $1,793,685
Net Income:
Limited Partners 1,833,293 1,897,956 796,190 739,792 97,934
General Partner 130,157 112,363 55,301 56,121 67,889
Total 1,963,450 2,010,319 851,491 795,913 165,823
Limited Partners' Net
Income per Unit 12.82 13.27 5.57 5.17 .68
Limited Partners' Cash
Distributions per Unit 20.23 11.17 7.10 9.29 11.62
Total Assets 1,552,953 2,625,065 2,314,214 2,511,782 3,112,118
Partners' Capital (Deficit)
Limited Partners 1,640,863 2,700,570 2,400,614 2,618,424 3,208,632
General Partner ( 87,910) ( 75,505) ( 86,400) ( 106,642) ( 96,514)
Outstanding 143,041 143,041 143,041 143,041 143,041
-31-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. Such statements reflect management's current views with respect to
future events and financial performance. This Annual Report also includes
certain information which is, or is based upon, estimates and assumptions. Such
estimates and assumptions are management's efforts to accurately reflect the
condition and operation of the Partnerships.
Use of forward-looking statements and estimates and assumptions involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve information, the operating risk
associated with oil and gas properties (including the risk of personal injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination, and other operating risks), the prospect of changing tax and
regulatory laws, the availability and capacity of processing and transportation
facilities, the general economic climate, the supply and price of foreign
imports of oil and gas, the level of consumer product demand, and the price and
availability of alternative fuels. Should one or more of these risks or
uncertainties occur or should estimates or underlying assumptions prove
incorrect, actual conditions or results may vary materially and adversely from
those stated, anticipated, believed, estimated, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction with the
analysis of results of operations provided below. The Partnerships' revenues,
net income or loss, cash flows, carrying value of oil and gas properties, and
amount of oil and gas which can be economically produced depend substantially
upon the prevailing prices for oil and gas. Oil and gas prices (and consequently
the Partnerships' profitability) depend on a number of factors which are beyond
the control of the Partnerships. These factors include worldwide political
instability and terrorist activities (especially in oil-producing regions),
United Nations export embargoes, the supply and price of foreign imports of oil
and gas, the level of consumer product demand (which can be heavily influenced
by weather patterns), the level of domestic oil and gas production, government
regulations and taxes, the price and availability of alternative fuels, the
overall economic environment, and the availability and capacity
-32-
of transportation and processing facilities. The effect of these factors on
future oil and gas industry trends cannot be accurately predicted or
anticipated. In addition, the domestic oil and gas industry is highly
competitive, with a large number of companies and individuals engaged in the
exploration and development of oil and gas properties. Predicting future prices
is not possible. Concerning past trends, oil and gas prices in the United States
have been highly volatile for many years.
Over the past ten years average yearly wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf range. Due to unusual supply and demand
circumstances gas prices in late 2000 and early 2001 rose to a level not seen
since the early 1980s. Recent economic trends and the supply/demand ratio have
caused natural gas prices to decline significantly. Substantially all of the
Partnerships' gas reserves are being sold on 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. Spot prices for the
Partnerships' gas decreased from approximately $6.03 per Mcf at December 31,
2000 to approximately $2.65 per Mcf at December 31, 2001. Such prices were on an
MMBTU basis and differ from the prices actually received by the Partnerships due
to transportation and marketing costs, BTU adjustments, and regional price and
quality differences.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range, but have been extremely volatile over the
past three years. Due to global consumption and supply trends as well as a
slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached
historically low levels, dropping to as low as approximately $9.25 per barrel.
The current oil price range between the mid teens and low twenties is somewhat
dependent on production curtailment agreements among major oil producing
nations. Prices for the Partnerships' oil decreased from approximately $27.52
per barrel at December 31, 2000 to approximately $16.75 per barrel at December
31, 2001.
Future prices for both oil and gas will likely be different from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed above, it is impossible to accurately predict whether future oil and
gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
As discussed in the "Results of Operations" section below, volumes of oil
and gas sold also significantly affect the Partnerships' revenues. Oil and gas
wells generally produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point, production physically ceases or becomes no longer economic. The
Partnerships are not acquiring additional Net
-33-
Profits Interests, and the existing Net Profits Interests are not experiencing
significant additional production through drilling or other capital projects.
Therefore, volumes of oil and gas produced from the properties underlying the
Partnerships' Net Profits Interests naturally decline from year to year. While
it is difficult for management to predict future production from these
properties, it is likely that this general trend of declining production will
continue.
Despite this general trend of declining production, several factors can
cause the volumes of oil and gas sold to increase or decrease at an even greater
rate over a given period. These factors include, but are not limited to, (i)
geophysical conditions which cause an acceleration of the decline in production,
(ii) the shutting in of wells (or the opening of previously shut-in wells) due
to low oil and gas prices, mechanical difficulties, loss of a market or
transportation, or performance of workovers, recompletions, or other operations
in the well, (iii) prior period volume adjustments (either positive or negative)
made by the operator or purchasers of the production, (iv) ownership adjustments
in accordance with agreements governing the operation or ownership of the well
(such as adjustments that occur at payout), and (v) completion of enhanced
recovery projects which increase production for the well. Many of these factors
are very significant as related to a single well or as related to many wells
over a short period of time. However, due to the large number of Net Profits
Interests owned by the Partnerships, these factors are generally not material as
compared to the normal decline in production experienced on all remaining wells
in which a Net Profits Interest is owned.
Results of Operations
An analysis of the change in net oil and gas operations (oil and gas
sales, less lease operating expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Proceeds and
Units of Production." Following is a discussion of each Partnerships results of
operations for the year ended December 31, 2001 as compared to the year ended
December 31, 2000 and for the year ended December 31, 2000 as compared to the
year ended December 31, 1999.
-34-
P-1 Partnership
---------------
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
--------------------------------------
Total Net Profits increased $44,924 (3.6%) in 2001 as compared to 2000. Of
this increase, approximately (i) $147,000 was related to an increase in volumes
of oil sold and (ii) $86,000 was related to an increase in the average price of
gas sold. These increases were partially offset by decreases of approximately
(i) $86,000 related to a decrease in the average price of oil sold, (ii) $57,000
related to an increase in production expenses, and (iii) $45,000 related to a
decrease in volumes of gas sold. Volumes of oil sold increased 5,259 barrels,
while volumes of gas sold decreased 13,508 Mcf in 2001 as compared to 2000. The
increase in volumes of oil sold was primarily due to an increase in production
on one significant well due to the successful workover of that well during early
2001. The increase in production expenses was primarily due to (i) workover
expenses incurred on several wells during 2001 and (ii) an increase in
production taxes associated with the increase in oil and gas sales. Average oil
prices decreased to $24.22 per barrel in 2001 from $27.94 per barrel in 2000.
Average gas prices increased to $3.62 per Mcf in 2001 from $3.32 per Mcf in
2000.
Depletion of Net Profits Interests increased $40,700 (31.8%) in 2001 as
compared to 2000. This increase was primarily due to several wells being fully
depleted in 2001 due to the lack of remaining economically recoverable reserves.
This increase was partially offset by upward revisions in the estimates of
remaining gas reserves at December 31, 2001. As a percentage of Net Profits,
this expense increased to 13.0% in 2001 from 10.2% in 2000. This percentage
increase was primarily due to the dollar increase in Depletion of Net Profits
Interests.
General and administrative expenses increased $9,442 (7.3%) in 2001 as
compared to 2000. As a percentage of Net Profits, these expenses increased to
10.7% in 2001 from 10.4% in 2000.
Cumulative cash distributions to the Limited Partners through December 31,
2001 were $14,057,558 or 130.07% of the Limited Partners' capital contributions.
Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
--------------------------------------
Total Net Profits increased $448,046 (55.8%) in 2000 as compared to 1999.
Of this increase, approximately $200,000 and $444,000, respectively, were
related to increases in the average
-35-
prices of oil and gas sold. These increases were partially offset by decreases
of approximately $116,000 and $99,000, respectively, related to decreases in
volumes of oil and gas sold. Volumes of oil and gas sold decreased 6,923 barrels
and 52,962 Mcf, respectively, in 2000 as compared to 1999. The decrease in
volumes of oil sold was primarily due to (i) normal declines in production and
(ii) positive prior period volume adjustments made by the operators on several
wells during 1999. The decrease in volumes of gas sold was primarily due to (i)
the P-1 Partnership's receipt of a decreased percentage of sales during 2000 due
to gas balancing on two significant wells and (ii) normal declines in
production. Average oil and gas prices increased to $27.94 per barrel and $3.32
per Mcf, respectively, in 2000 from $16.69 per barrel and $1.86 per Mcf,
respectively, in 1999.
Depletion of Net Profits Interests decreased $43,430 (25.3%) in 2000 as
compared to 1999. This decrease was primarily due to (i) the decreases in
volumes of oil and gas sold and (ii) upward revisions in the estimates of
remaining oil and gas reserves at December 31, 2000. As a percentage of Net
Profits, this expense decreased to 10.2% in 2000 from 21.3% in 1999. This
percentage decrease was primarily due to the increases in the average prices of
oil and gas sold.
General and administrative expenses increased $2,286 (1.8%) in 2000 as
compared to 1999. As a percentage of Net Profits, these expenses decreased to
10.4% in 2000 from 15.9% in 1999. This percentage decrease was primarily due to
the increase in Net Profits.
P-2 Partnership
---------------
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
--------------------------------------
Total Net Profits increased $38,562 (4.0%) in 2001 as compared to 2000. Of
this increase, approximately (i) $100,000 was related to an increase in volumes
of oil sold and (ii) $69,000 was related to an increase in the average price of
gas sold. These increases were partially offset by decreases of approximately
(i) $59,000 related to a decrease in the average price of oil sold, (ii) $47,000
related to an increase in production expenses, and (iii) $24,000 related to a
decrease in volumes of gas sold. Volumes of oil sold increased 3,587 barrels,
while volumes of gas sold decreased 7,081 Mcf in 2001 as compared to 2000. The
increase in volumes of oil sold was primarily due to an increase in production
on one significant well due to the successful workover of that well during early
2001. The increase in production expenses was primarily due to (i) workover
expenses incurred on several wells during 2001 and (ii) an increase in
production taxes associated with the increase
-36-
in oil and gas sales. Average oil prices decreased to $24.25 per barrel in 2001
from $27.94 per barrel in 2000. Average gas prices increased to $3.69 per Mcf in
2001 from $3.40 per Mcf in 2000.
Depletion of Net Profits Interests increased $43,177 (41.9%) in 2001 as
compared to 2000. This increase was primarily due to several wells being fully
depleted in 2001 due to the lack of remaining economically recoverable reserves.
This increase was partially offset by upward revisions in the estimates of
remaining gas reserves at December 31, 2001. As a percentage of Net Profits,
this expense increased to 14.5% in 2001 from 10.6% in 2000. This percentage
increase was primarily due to the dollar increase in Depletion of Net Profits
Interests.
General and administrative expenses increased $10,963 (10.1%) in 2001 as
compared to 2000. This increase was primarily due to a change in allocation of
audit fees among the P-2 Partnership and other affiliated partnerships. As a
percentage of Net Profits, these expenses increased to 11.8% in 2001 from 11.1%
in 2000.
Cumulative cash distributions to the Limited Partners through December 31,
2001 were $10,724,561 or 119.04% of the Limited Partners' capital contributions.
Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
--------------------------------------
Total Net Profits increased $354,844 (57.3%) in 2000 as compared to 1999.
Of this increase, approximately $141,000 and $365,000, respectively, were
related to increases in the average prices of oil and gas sold. These increases
were partially offset by decreases of approximately $84,000 and $82,000,
respectively, related to decreases in volumes of oil and gas sold. Volumes of
oil and gas sold decreased 5,065 barrels and 42,777 Mcf, respectively, in 2000
as compared to 1999. The decrease in volumes of oil sold was primarily due to
(i) normal declines in production and (ii) positive prior period volume
adjustments made by the operators on several wells during 1999. The decrease in
volumes of gas sold was primarily due to (i) the P-2 Partnership's receipt of a
decreased percentage of sales during 2000 due to gas balancing on two
significant wells and (ii) normal declines in production. Average oil and gas
prices increased to $27.94 per barrel and $3.40 per Mcf, respectively, in 2000
from $16.67 per barrel and $1.92 per Mcf, respectively, in 1999.
Depletion of Net Profits Interests decreased $49,048 (32.2%) in 2000 as
compared to 1999. This decrease was primarily due to (i) the decreases in
volumes of oil and gas sold and (ii) upward revisions in the estimates of
remaining oil and gas reserves at
-37-
December 31, 2000. As a percentage of Net Profits, this expense decreased to
10.6% in 2000 from 24.6% in 1999. This percentage decrease was primarily due the
increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,206 (2.1%) in 2000 as
compared to 1999. As a percentage of Net Profits, these expenses decreased to
11.1% in 2000 from 17.2% in 1999. This percentage decrease was primarily due to
the increase in Net Profits.
P-3 Partnership
---------------
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
--------------------------------------
Total Net Profits increased $75,279 (4.2%) in 2001 as compared to 2000. Of
this increase, approximately (i) $185,000 was related to an increase in volumes
of oil sold and (ii) $131,000 was related to an increase in the average price of
gas sold. These increases were partially offset by decreases of approximately
(i) $110,000 related to a decrease in the average price of oil sold, (ii)
$86,000 related to an increase in production expenses, and (iii) $45,000 related
to a decrease in volumes of gas sold. Volumes of oil sold increased 6,613
barrels, while volumes of gas sold decreased 13,240 Mcf in 2001 as compared to
2000. The increase in volumes of oil sold was primarily due to an increase in
production on one significant well due to the successful workover of that well
during early 2001. The increase in production expenses was primarily due to (i)
workover expenses incurred on several wells during 2001 and (ii) an increase in
production taxes associated with the increase in oil and gas sales. Average oil
prices decreased to $24.25 per barrel in 2001 from $27.94 per barrel in 2000.
Average gas prices increased to $3.69 per Mcf in 2001 from $3.40 per Mcf in
2000.
Depletion of Net Profits Interests increased $80,729 (42.1%) in 2001 as
compared to 2000. This increase was primarily due to several wells being fully
depleted in 2001 due to the lack of remaining economically recoverable reserves.
This increase was partially offset by upward revisions in the estimates of
remaining gas reserves at December 31, 2001. As a percentage of Net Profits,
this expense increased to 14.4% in 2001 from 10.6% in 2000. This percentage
increase was primarily due to the dollar increase in Depletion of Net Profits
Interests.
General and administrative expenses increased $4,551 (2.3%) in 2001 as
compared to 2000. As a percentage of Net Profits, these expenses decreased to
11.0% in 2001 from 11.2% in 2000.
-38-
Cumulative cash distributions to the Limited Partners through December 31,
2001 were $19,552,401 or 115.26% of the Limited Partners' capital contributions.
Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
--------------------------------------
Total Net Profits increased $655,484 (56.7%) in 2000 as compared to 1999.
Of this increase, approximately $261,000 and $681,000, respectively, were
related to increases in the average prices of oil and gas sold. These increases
were partially offset by decreases of approximately $157,000 and $158,000,
respectively, related to decreases in volumes of oil and gas sold. Volumes of
oil and gas sold decreased 9,406 barrels and 82,451 Mcf, respectively, in 2000
as compared to 1999. The decrease in volumes of oil sold was primarily due to
(i) normal declines in production and (ii) positive prior period volume
adjustments made by the operators on several wells during 1999. The decrease in
volumes of gas sold was primarily due to (i) the P-3 Partnership's receipt of a
decreased percentage of sales during 2000 due to gas balancing on two
significant wells and (ii) normal declines in production. Average oil and gas
prices increased to $27.94 per barrel and $3.40 per Mcf, respectively, in 2000
from $16.66 per barrel and $1.92 per Mcf, respectively, in 1999.
Depletion of Net Profits Interests decreased $92,018 (32.4%) in 2000 as
compared to 1999. This decrease was primarily due to (i) the decreases in
volumes of oil and gas sold and (ii) upward revisions in the estimates of
remaining oil and gas reserves at December 31, 2000. As a percentage of Net
Profits, this expense decreased to 10.6% in 2000 from 24.6% in 1999. This
percentage decrease was primarily due to the increases in the average prices of
oil and gas sold.
General and administrative expenses increased $2,376 (1.2%) in 2000 as
compared to 1999. As a percentage of Net Profits, these expenses decreased to
11.2% in 2000 from 17.3% in 1999. This percentage decrease was primarily due to
the increase in Net Profits.
Cumulative cash distributions to the Limited Partners through December 31,
2000 were $17,715,401 or 104.43% of the Limited Partners' capital contributions.
-39-
P-4 Partnership
---------------
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
--------------------------------------
Total Net Profits increased $545,921 (34.2%) in 2001 as compared to 2000.
Of this increase, approximately (i) $450,000 and $193,000, respectively, were
related to increases in volumes of oil and gas sold and (ii) $145,000 was
related to an increase in the average price of gas sold. These increases were
partially offset by decreases of approximately (i) $174,000 related to a
decrease in the average price of oil sold and (ii) $68,000 related to an
increase in production expenses. Volumes of oil and gas sold increased 15,452
barrels and 49,195 Mcf, respectively, in 2001 as compared to 2000. The increase
in volumes of oil sold was primarily due to increased production on several
wells due to the successful recompletion of those wells during 2001. The
increase in volumes of gas sold was primarily due to (i) the successful
completion of a new well during mid 2000 and (ii) increased production on
several wells due to the successful recompletion of those wells during 2001.
These increases were partially offset by normal declines in production. The
increase in production expenses was primarily due to (i) an increase in lease
operating expenses associated with the increases in volumes of oil and gas sold
and (ii) an increase in production taxes associated with the increase in oil and
gas sales. These increases were partially offset by workover expenses incurred
on several wells during 2000. Average oil prices decreased to $24.66 per barrel
in 2001 from $29.13 per barrel in 2000. Average gas prices increased to $4.30
per Mcf in 2001 from $3.92 per Mcf in 2000.
Depletion of Net Profits Interests increased $115,496 (87.6%) in 2001 as
compared to 2000. This increase was primarily due to (i) two significant wells
being fully depleted in 2001 due to the lack of remaining economically
recoverable reserves, (ii) the increases in volumes of oil and gas sold, and
(iii) two other significant wells being substantially depleted in 2001. These
increases were partially offset by upward revisions in the estimates of
remaining oil reserves at December 31, 2001. As a percentage of Net Profits,
this expense increased to 11.5% in 2001 from 8.3% in 2000. This percentage
increase was primarily due to the dollar increase in Depletion of Net Profits
Interests.
General and administrative expenses increased $5,312 (3.5%) in 2001 as
compared to 2000. As a percentage of Net Profits, these expenses decreased to
7.3% in 2001 from 9.5% in 2000. This percentage decrease was primarily due to
the increase in Net Profits.
Cumulative cash distributions to the Limited Partners through December 31,
2001 were $15,326,945 or 121.35% of the Limited Partners' capital contributions.
-40-
Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
--------------------------------------
Total Net Profits increased $849,422 (113.7%) in 2000 as compared to 1999.
Of this increase, approximately $287,000 and $584,000, respectively, were
related to increases in the average prices of oil and gas sold and approximately
$101,000 was related to an increase in volumes of oil sold. These increases were
partially offset by a decrease of approximately $124,000 related to an increase
in production expenses. Volumes of oil and gas sold increased 5,977 barrels and
339 Mcf, respectively, in 2000 as compared to 1999. The increase in volumes of
oil sold was primarily due to increased production on two wells following
successful workovers completed during late 1999. The increase in production
expenses was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) workover expenses incurred on
three significant wells during 2000 in order to improve the recovery of
reserves. Average oil and gas prices increased to $29.13 per barrel and $3.92
per Mcf, respectively, in 2000 from $16.89 per barrel and $2.20 per Mcf,
respectively, in 1999.
Depletion of Net Profits Interests decreased $68,092 (34.0%) in 2000 as
compared to 1999. This decrease was primarily due to upward revisions in the
estimates of remaining oil and gas reserves at December 31, 2000. As a
percentage of Net Profits, this expense decreased to 8.3% in 2000 from 26.8% in
1999. This percentage decrease was primarily due to the increases in the average
prices of oil and gas sold.
General and administrative expenses increased $2,717 (1.8%) in 2000 as
compared to 1999. As a percentage of Net Profits, these expenses decreased to
9.5% in 2000 from 19.9% in 1999. This percentage decrease was primarily due to
the increase in Net Profits.
P-5 Partnership
---------------
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
--------------------------------------
Total Net Profits increased $209,000 (14.6%) in 2001 as compared to 2000.
Of this increase, approximately (i) $384,000 was related to an increase in the
average price of gas sold and (ii) $73,000 was related to a decrease in
production expenses. These increases were partially offset by decreases of
approximately $31,000 and $200,000, respectively, related to decreases in
volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,046 barrels
and 56,947 Mcf, respectively, in 2001 as compared to 2000. The decrease in
volumes of oil sold was primarily due to normal declines in production. The
decrease
-41-
in volumes of gas sold was primarily due to (i) normal declines in production
and (ii) a positive prior period volume adjustment on one significant well
during 2000. These decreases were partially offset by an increase in production
on one significant well due to the successful recompletion of that well during
2000. The decrease in production expenses was primarily due to (i) a decrease in
lease operating expenses associated with the decreases in volumes of oil and gas
sold, (ii) workover expenses incurred on one significant well during 2000 and
(iii) negative prior period lease operating expense adjustments made by the
operator on two significant wells during 2000. These decreases were partially
offset by an increase in production taxes associated with the increase in oil
and gas sales. Average oil prices decreased to $25.65 per barrel in 2001 from
$29.32 per barrel in 2000. Average gas prices increased to $4.39 per Mcf in 2001
from $3.52 per Mcf in 2000.
Depletion of Net Profits Interests increased $15,898 (14.3%) in 2001 as
compared to 2000. This increase was primarily due to one significant well being
fully depleted in 2001 due to the lack of remaining economically recoverable
reserves. This increase was partially offset by (i) the decreases in volumes of
oil and gas sold and (ii) upward revisions in the estimates of remaining oil and
gas reserves at December 31, 2001. As a percentage of Net Profits, this expense
decreased to 7.7% in 2001 from 7.8% in 2000.
General and administrative expenses increased $5,930 (4.2%) in 2001 as
compared to 2000. As a percentage of Net Profits, these expenses decreased to
9.0% in 2001 from 9.9% in 2000.
Cumulative cash distributions to the Limited Partners through December 31,
2001 were $10,878,759 or 91.84% of the Limited Partners' capital contributions.
Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
--------------------------------------
Total Net Profits increased $577,301 (67.4%) in 2000 as compared to 1999.
Of this increase, approximately $71,000 and $759,000, respectively, were related
to increases in the average prices of oil and gas sold and approximately $60,000
was related to an increase in volumes of gas sold. These increases were
partially offset by a decrease of approximately $295,000 related to an increase
in production expenses. Volumes of oil sold decreased 1,031 barrels, while
volumes of gas sold increased 30,224 Mcf in 2000 as compared to 1999. The
decrease in volumes of oil sold was primarily due to normal declines in
production. The increase in production expenses was primarily due to (i) a
positive prior period lease operating expense adjustment made by the operator on
one significant well during 2000, (ii) a negative prior period lease operating
expense adjustment on one
-42-
significant well during 1999, and (iii) an increase in production taxes
associated with the increase in oil and gas sales. Average oil and gas prices
increased to $29.32 per barrel and $3.52 per Mcf, respectively, in 2000 from
$17.18 per barrel and $1.98 per Mcf, respectively, in 1999.
Depletion of Net Profits Interests decreased $58,334 (34.4%) in 2000 as
compared to 1999. This decrease was primarily due to upward revisions in the
estimates of remaining gas reserves at December 31, 2000. As a percentage of Net
Profits, this expense decreased to 7.8% in 2000 from 19.8% in 1999. This
percentage decrease was primarily due to the increases in the average prices of
oil and gas sold.
General and administrative expenses increased $2,479 (1.8%) in 2000 as
compared to 1999. As a percentage of Net Profits, these expenses decreased to
9.9% in 2000 from 16.3% in 1999. This percentage decrease was primarily due to
the increase in Net Profits.
P-6 Partnership
---------------
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
--------------------------------------
Total Net Profits decreased $185,684 (7.5%) in 2001 as compared to 2000.
Of this decrease, approximately $23,000 and $473,000, respectively, were related
to decreases in volumes of oil and gas sold and approximately $41,000 was
related to a decrease in the average price of oil sold. These decreases were
partially offset by increases of approximately $226,000 related to an increase
in the average price of gas sold and $125,000 related to a decrease in
production expenses. Volumes of oil and gas sold decreased 832 barrels and
130,459 Mcf, respectively, during 2001 as compared to 2000. The decrease in
volumes of gas sold was primarily due to (i) the P-6 Partnership receiving a
reduced percentage of sales on one significant well during 2001 as compared to
2000 due to gas balancing and (ii) normal declines in production. As of the date
of this Annual Report, management expects the gas balancing adjustment to
continue for the foreseeable future, thereby continuing to contribute to a
decrease in volumes of gas produced for the P-6 Partnership. The decrease in
production expenses was primarily due to (i) a negative prior period lease
operating expense adjustment made by the operator on one significant well during
2001 and (ii) a positive prior period lease operating expense adjustment made by
the operator on another significant well during 2000. Average oil prices
decreased to $25.03 per barrel in 2001 from $28.15 per barrel in 2000. Average
gas prices increased to $3.96 per Mcf in 2001 from $3.63 per Mcf in 2000.
-43-
Depletion of Net Profits Interests decreased $114,343 (34.2%) in 2001 as
compared to 2000. This decrease was primarily due to (i) two significant wells
being fully depleted in 2000 due to the lack of remaining economically
recoverable reserves and (ii) upward revisions in the estimates of remaining gas
reserves at December 31, 2001. As a percentage of Net Profits, this expense
decreased to 9.6% in 2001 from 13.5% in 2000. This percentage decrease was
primarily due to the dollar decrease in Depletion of Net Profits Interests.
General and administrative expenses increased $3,911 (2.3%) in 2001 as
compared to 2000. As a percentage of Net Profits, these expenses increased to
7.7% in 2001 from 6.9% in 2000. This percentage increase was primarily due to
the decrease in Net Profits.
Cumulative cash distributions to the Limited Partners through December 31,
2001 were $15,283,248 or 106.85% of the Limited Partners' capital contributions.
Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
--------------------------------------
Total Net Profits increased $1,127,375 (84.1%) in 2000 as compared to
1999. Of this increase, approximately $166,000 and $1,363,000, respectively,
were related to increases in the average prices of oil and gas sold. These
increases were partially offset by decreases of approximately (i) $194,000
related to a decrease in volumes of gas sold and (ii) $155,000 related to an
increase in production expenses. Volumes of oil and gas sold decreased 3,205
barrels and 100,133 Mcf, respectively, during 2000 as compared to 1999. The
decrease in volumes of oil sold was primarily due to (i) normal declines in
production and (ii) declining oil sales in 2000 on several wells in one field.
The decrease in volumes of gas sold was primarily due to normal declines in
production. The increase in production expenses was primarily due to (i) an
increase in production taxes associated with the increase in oil and gas sales
and (ii) a positive prior period lease operating expense adjustment made by the
operator on one significant well during 2000. Average oil and gas prices
increased to $28.15 per barrel and $3.63 per Mcf, respectively, in 2000 from
$16.29 per barrel and $1.94 per Mcf, respectively, in 1999.
Depletion of Net Profits Interests increased $4,026 (1.2%) in 2000 as
compared to 1999. This increase was primarily due to two significant wells being
fully depleted in 2000 due to the lack of remaining economically recoverable
reserves. This increase was substantially offset by (i) upward revisions in the
estimates of remaining oil and gas reserves at December 31, 2000 and (ii) the
decreases in volumes of oil and gas sold. As a percentage of Net Profits, this
expense decreased to 13.5% in
-44-
2000 from 24.6% in 1999. This percentage decrease was primarily due to the
increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,238 (1.3%) in 2000 as
compared to 1999. As a percentage of Net Profits, these expenses decreased to
6.9% in 2000 from 12.6% in 1999. This percentage decrease was primarily due to
the increase in Net Profits.
Average Proceeds and Units of Production
The following tables are comparisons of the annual equivalent units of
production (one barrel of oil or six Mcf of gas) and the average proceeds
received per equivalent unit of production for the oil and gas sales
attributable to the Partnerships' Net Profits for the years ended December 31,
2001, 2000, and 1999.
-45-
2001 Compared to 2000
---------------------
Equivalent Units Average Proceeds
of Production per Equivalent Unit
----------------------------- --------------------------
P/ship 2001 2000 % Change 2001 2000 % Change
------ ------- ------- -------- ------ ------ --------
P-1 71,568 68,560 4% $18.10 $18.24 ( 1%)
P-2 56,036 53,629 4% 18.07 18.16 -
P-3 104,363 99,956 4% 18.08 18.12 -
P-4 103,670 80,019 30% 20.66 19.95 4%
P-5 77,813 88,351 (12%) 21.11 16.23 30%
P-6 126,352 148,927 (15%) 18.06 16.57 9%
2000 Compared to 1999
---------------------
Equivalent Units Average Proceeds
of Production per Equivalent Unit
----------------------------- --------------------------
P/ship 2000 1999 % Change 2000 1999 % Change
------ ------- ------- -------- ------ ------ --------
P-1 68,560 84,310 (19%) $18.24 $ 9.52 92%
P-2 53,629 65,824 (19%) 18.16 9.40 93%
P-3 99,956 123,104 (19%) 18.12 9.39 93%
P-4 80,019 73,985 8% 19.95 10.09 98%
P-5 88,351 84,344 5% 16.23 10.15 60%
P-6 148,927 168,821 (12%) 16.57 7.94 109%
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the Limited Partners on a quarterly basis. See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from the Net
Profits Interests are not reinvested in productive assets. Assuming 2001
production levels for future years, the Partnerships' proved reserve quantities
at December 31, 2001 would have the following remaining lives:
Partnership Gas-Years Oil-Years
----------- --------- ---------
P-1 6.1 6.6
P-2 6.5 6.9
P-3 6.5 6.9
P-4 5.3 2.3
P-5 5.3 6.3
P-6 5.8 7.1
-46-
These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates. Any decrease from the high oil and gas prices at December 31, 2001
may cause a decrease in the estimated life of said reserves.
The Partnerships' available capital from the Limited Partners'
subscriptions has been spent on Net Profits Interests and there should be no
further material capital resource commitments in the future. The Partnerships
have no debt commitments.
The Partnerships sold certain Net Profits Interests during 2001, 2000, and
1999. These sales were made by the General Partner after giving due
consideration to both the offer price and the General Partner's estimate of the
underlying property's remaining proved reserves and future operating costs. Net
proceeds from the sales were distributed to the Partnerships and included in the
calculation of the Partnerships' cash distributions for the quarter immediately
following the Partnerships' receipt of the proceeds. The amount of such proceeds
from the sale of Net Profits Interest during 2001, 2000, and 1999, were as
follows:
Partnership 2001 2000 1999
----------- ------- ------- ------
P-1 $17,521 $63,928 $3,456
P-2 12,788 46,790 3,994
P-3 23,925 86,679 7,398
P-4 3,414 21,922 6,453
P-5 43,097 54,584 -
P-6 52,686 25,726 -
The General Partner believes that the sale of these Net Profits Interests
will be beneficial to the Partnerships since the properties sold generally had a
higher ratio of future operating expenses as compared to reserves than the
properties not sold.
There can be no assurance as to the amount of the Partnerships' future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available cash flow generated by the Partnerships'
Net Profits Interests, which will be affected (either positively or negatively)
by many factors beyond the control of the Partnerships, including the price of
and demand for oil and gas and other market and economic conditions. Even if
prices and costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing properties
declines) since the Partnerships are not replacing production. The Partnerships'
quantity of proved reserves has been reduced by the sale of Net Profits
Interests;
-47-
therefore, it is possible that the Partnerships' future cash distributions will
decline as a result of a reduction of the Partnerships' reserve base.
New Accounting Pronouncements
Below is a brief description of Financial Accounting Standards ("FAS")
recently issued by the Financial Accounting Standards Board ("FASB") which may
have an impact on the Partnerships' future results of operations and financial
position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective for fiscal years beginning after
June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived assets (mainly plugging and abandonment costs for the Partnerships'
depleted wells), in the period in which the liabilities are incurred (at the
time the wells are drilled). Management has not yet determined the effect of
adopting this statement on the Partnerships' financial condition or results of
operations.
In August 2001, the FASB issued FAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which is effective for fiscal
years beginning after December 15, 2001 (January 1, 2002 for the Partnerships).
This statement supersedes FAS No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships, are essentially the same as
FAS No. 121 and thus are not expected to have a significant effect on the
Partnerships' financial condition or results of operations.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors,
including the extent of domestic and foreign production, foreign imports of oil,
market demand, domestic and foreign economic conditions in general, and
governmental regulations and tax laws. The general level of inflation in the
economy did not have a material effect on the operations of the Partnerships in
2001. Oil and gas prices have fluctuated during recent years and generally have
not followed the same pattern as inflation. See "Item 2. Properties - Oil and
Gas Production, Revenue, and Price History."
-48-
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Partnerships do not hold any market risk sensitive instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 14
hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The Partnerships have no directors or executive officers. The following
individuals are directors and executive officers of the General Partner. The
business address of such director and executive officers is Two West Second
Street, Tulsa, Oklahoma 74103.
Name Age Position with General Partner
---------------- --- --------------------------------
Dennis R. Neill 49 President and Director
Judy K. Fox 50 Secretary
The director will hold office until the next annual meeting of shareholders of
Geodyne or until his successor has been duly elected and qualified. All
executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm, Conner and Winters, where his principal practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State University and a Juris Doctorate degree from the University of
Texas. Mr. Neill also serves as Senior Vice President of Samson Investment
Company and as President and Director of Samson Properties Incorporated, Samson
Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L
Drilling Company, Snyder Exploration Company, and Compression, Inc.
-49-
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne
and its subsidiaries on June 30, 1996. Prior to joining Samson, she served
as Gas Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of
Berry Gas Company, Circle L Drilling Company, Compression, Inc., Dyco
Petroleum Corporation, Samson Hydrocarbons Company, Snyder Exploration
Company, and Samson Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Partnerships and the General Partner, there
were no officers, directors, or ten percent owners who were delinquent filers
during 2001 of reports required under Section 16 of the Securities Exchange Act
of 1934.
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual general
and administrative costs and operating costs incurred and attributable to the
conduct of the business affairs and operations of the Partnerships, computed on
a cost basis, determined in accordance with generally accepted accounting
principles. Such reimbursed costs and expenses allocated to the Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional services, and other items generally
classified as general or administrative expense. When actual costs incurred
benefit other Partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all Partnerships and affiliates. The amount of general and administrative
expense allocated to the General Partner and its affiliates and charged to each
Partnership during 2001, 2000, and 1999, is set forth in the table below.
Although the actual costs incurred by the General Partner and its affiliates
have fluctuated during the three years presented, the amounts charged to the
Partnerships have not fluctuated due to expense limitations imposed by the
Partnership Agreements.
Partnership 2001 2000 1999
----------- -------- -------- --------
P-1 $113,760 $113,760 $113,760
P-2 94,836 94,836 94,836
P-3 178,560 178,560 178,560
P-4 132,960 132,960 132,960
P-5 124,680 124,680 124,680
P-6 150,564 150,564 150,564
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships reimburse the
General Partner or its affiliates for
-50-
that portion of such officers' and directors' salaries and expenses attributable
to time devoted by such individuals to the Partnerships' activities based on the
allocation method described above. The following tables indicate the approximate
amount of general and administrative expense reimbursement attributable to the
salaries of the directors, officers, and employees of the General Partner and
its affiliates during 2001, 2000, and 1999:
-51-
Salary Reimbursements
P-1 Partnership
---------------
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $69,485 - - - - - -
2000 $67,517 - - - - - -
2001 $63,160 - - - - - -
- ----------
(1) The general and administrative expenses paid by the P-1 Partnership and attributable to salary reimbursements do
not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the P-1 Partnership and no individual's salary or other
compensation reimbursement from the P-1 Partnership equals or exceeds
$100,000 per annum.
-52-
Salary Reimbursements
P-2 Partnership
---------------
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $57,926 - - - - - -
2000 $56,285 - - - - - -
2001 $52,653 - - - - - -
- ----------
(1) The general and administrative expenses paid by the P-2 Partnership and attributable to salary reimbursements do
not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the P-2 Partnership and no individual's salary or other
compensation reimbursement from the P-2 Partnership equals or exceeds
$100,000 per annum.
-53-
Salary Reimbursements
P-3 Partnership
---------------
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $109,064 - - - - - -
2000 $105,975 - - - - - -
2001 $ 99,137 - - - - - -
- ----------
(1) The general and administrative expenses paid by the P-3 Partnership and attributable to salary reimbursements do
not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the P-3 Partnership and no individual's salary or other
compensation reimbursement from the P-3 Partnership equals or exceeds
$100,000 per annum.
-54-
Salary Reimbursements
P-4 Partnership
---------------
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $81,212 - - - - - -
2000 $78,912 - - - - - -
2001 $73,819 - - - - - -
- ----------
(1) The general and administrative expenses paid by the P-4 Partnership and attributable to salary reimbursements do
not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the P-4 Partnership and no individual's salary or other
compensation reimbursement from the P-4 Partnership equals or exceeds
$100,000 per annum.
-55-
Salary Reimbursements
P-5 Partnership
---------------
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $76,155 - - - - - -
2000 $73,998 - - - - - -
2001 $69,222 - - - - - -
- ----------
(1) The general and administrative expenses paid by the P-5 Partnership and attributable to salary reimbursements do
not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the P-5 Partnership and no individual's salary or other
compensation reimbursement from the P-5 Partnership equals or exceeds
$100,000 per annum.
-56-
Salary Reimbursements
P-6 Partnership
---------------
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $91,964 - - - - - -
2000 $89,360 - - - - - -
2001 $83,593 - - - - - -
- ----------
(1) The general and administrative expenses paid by the P-6 Partnership and attributable to salary reimbursements do
not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the P-6 Partnership and no individual's salary or other
compensation reimbursement from the P-6 Partnership equals or exceeds
$100,000 per annum.
-57-
Affiliates of the Partnerships serve as operator of some of the wells in
which the Partnerships own a Net Profits Interest. The owners of the working
interests in these wells contract with such affiliates for services as operator
of the wells. As operator, such affiliates are compensated at rates provided in
the operating agreements in effect and charged to all parties to such agreement.
Such compensation may occur both prior and subsequent to the commencement of
commercial marketing of production of oil or gas. The dollar amount of such
compensation which burdens the Partnerships' Net Profits Interests is impossible
to quantify as of the date of this Annual Report.
Samson maintains necessary inventories of new and used field equipment.
Samson may have provided some of this equipment for wells in which the
Partnerships have a Net Profits Interest. This equipment was provided at prices
or rates equal to or less than those normally charged in the same or comparable
geographic area by unaffiliated persons or companies dealing at arm's length.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of
the Units as of February 1, 2002 by (i) each beneficial owner of more than five
percent of the issued and outstanding Units, (ii) the director and officers of
the General Partner, and (iii) the General Partner and its affiliates. The
address of the General Partner, its officers and director, and Samson Resources
Company is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
- -------------------------------------------- ------------------
P-1 Partnership:
- ---------------
Samson Resources Company 24,145 (22.3%)
All affiliates, directors, and officers of
the General Partner as a group and the
General Partner (4 persons) 24,145 (22.3%)
-58-
P-2 Partnership:
- ---------------
Samson Resources Company 25,068 (27.8%)
Loma Linda University
Medical Center
P. O. Box 2000
Loma Linda, CA 92354 5,000 ( 5.5%)
All affiliates, directors, and officers
of the General Partner as a group and
the General Partner (4 persons) 25,068 (27.8%)
P-3 Partnership:
- ---------------
Samson Resources Company 61,717 (36.4%)
All affiliates, directors, and officers
of the General Partner as a group and
the General Partner (4 persons) 61,717 (36.4%)
P-4 Partnership:
- ---------------
Samson Resources Company 28,403 (22.5%)
All affiliates, directors, and officers
of the General Partner as a group and
the General Partner (4 persons) 28,403 (22.5%)
P-5 Partnership:
- ---------------
Samson Resources Company 24,192 (20.4%)
All affiliates, directors, and officers
of the General Partner as a group and
the General Partner (4 persons) 24,192 (20.4%)
-59-
P-6 Partnership:
- ---------------
Samson Resources Company 17,220 (12.0%)
ATL, Inc.
1200 Harbor Boulevard, 5th Floor
Weehawken, NJ 07087 54,887 (38.4%)
All affiliates, directors, and officers
of the General Partner as a group and
the General Partner (4 persons) 17,220 (12.0%)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil and gas
activities independently of the Partnerships which result in conflicts of
interest that cannot be totally eliminated. The allocation of acquisition
opportunities and the nature of the compensation arrangements between the
Partnerships and the General Partner also create potential conflicts of
interest. An affiliate of the Partnerships owns some of the Partnerships' Units
and therefore has an identity of interest with other Limited Partners with
respect to the operations of the Partnerships.
In order to attempt to assure limited liability for the Limited Partners
as well as an orderly conduct of business, management of the Partnerships is
exercised solely by the General Partner. The Partnership Agreements grant the
General Partner broad discretionary authority with respect to the Partnerships'
expenditure and control of funds, including borrowings. These provisions are
similar to those contained in prospectuses and partnership agreements for other
public oil and gas partnerships. Broad discretion as to general management of
the Partnerships involves circumstances where the General Partner has conflicts
of interest and where it must allocate costs and expenses, or opportunities,
among the Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and
personnel exclusively to the Partnerships. Furthermore, the Partnerships do not
have any employees, but instead rely on the personnel of Samson. The
Partnerships thus compete with Samson (including other oil and gas partnerships)
for the time and resources of such personnel. Samson devotes such time and
personnel to the management of the Partnerships as are indicated by the
circumstances and as are consistent with the General Partner's fiduciary duties.
Affiliates of the Partnerships operate certain wells in which the
Partnerships have a net profits interest and are compensated for such services
at rates comparable to charges of
-60-
unaffiliated third parties for services in the same geographic area. These costs
are charged to the owners of the working interest of such wells and are
considered when calculating the Net Profits payable to the Partnerships. These
costs are thus indirectly borne by the Partnership.
Affiliates of the Partnerships are solely responsible for the negotiation,
administration, and enforcement of oil and gas sales agreements covering the
leasehold interests in which the Partnerships hold Net Profits Interests.
Because affiliates of the Partnerships who provide services to the owners of the
Working Interests have fiduciary or other duties to other members of Samson,
contract amendments and negotiating positions taken by them in their effort to
enforce contracts with purchasers may not necessarily represent the positions
that the owners of such Working Interests would take if they were to administer
their own contracts without involvement with other members of Samson. On the
other hand, management believes that the negotiating strength and contractual
positions of the owners of such Working Interests have been enhanced by virtue
of their affiliation with Samson.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for
the
Geodyne 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
as of December 31, 2001 and 2000 and for each of the three years in
the period ended December 31, 2001 are filed as part of this report:
Report of Independent Accountants
Combined Balance Sheets
Combined Statements of Operations
Combined Statements of Changes in
-61-
Partners' Capital (Deficit)
Combined Statements of Cash Flows
Notes to Combined Financial Statements
(2) Financial Statement Schedules:
None.
(3) Exhibits:
Exh.
No. Exhibit
- --- -------
*4.1 Certificate of Limited Partnership dated March 16, 1988 for the
Geodyne Institutional/ Pension Energy Income P-1 Limited
Partnership.
*4.2 Amended and Restated Agreement of Limited Partnership dated
October 25, 1988 for the Geodyne Institutional/Pension Energy
Income P-1 Limited Partnership.
*4.3 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income P-1 Limited Partnership.
*4.4 Second Amendment to Certificate of Limited Partnership dated July
1, 1996 for the Geodyne Institutional/Pension Energy Income P-1
Limited Partnership.
*4.5 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership.
*4.6 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership.
*4.7 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership.
*4.8 Certificate of Limited Partnership dated September 29, 1988 for
the Geodyne Institutional/ Pension Energy Income P-2 Limited
Partnership.
-62-
*4.9 Amended and Restated Agreement of Limited Partnership dated
February 9, 1989 for the Geodyne Institutional/Pension Energy
Income P-2 Limited Partnership.
*4.10 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income P-2 Limited Partnership.
*4.11 Second Amendment to Certificate of Limited Partnership dated July
1, 1996 for the Geodyne Institutional/Pension Energy Income P-2
Limited Partnership.
*4.12 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income P-2 Limited Partnership.
*4.13 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income P-2 Limited Partnership.
*4.14 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income P-2 Limited Partnership.
*4.15 Certificate of Limited Partnership dated February 13, 1989 for
the Geodyne Institutional/ Pension Energy Income Limited
Partnership P-3.
*4.16 Amended and Restated Agreement of Limited Partnership dated May
10, 1989 for the Geodyne Institutional/Pension Energy Income
Limited Partnership P-3.
*4.17 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-3.
*4.18 Second Amendment to Certificate of Limited Partnership dated July
1, 1996 for the Geodyne Institutional/Pension Energy Income
Limited Partnership P-3.
*4.19 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the
-63-
Geodyne Institutional/Pension Energy Income Limited Partnership
P-3.
*4.20 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3.
*4.21 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3.
*4.22 Certificate of Limited Partnership dated May 10, 1989 for the
Geodyne Institutional/ Pension Energy Income Limited Partnership
P-4.
*4.23 Amended and Restated Agreement of Limited Partnership dated
November 20, 1989 for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-4.
*4.24 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-4.
*4.25 Second Amendment to Certificate of Limited Partnership dated July
1, 1996 for the Geodyne Institutional/Pension Energy Income
Limited Partnership P-4.
*4.26 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4.
*4.27 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4.
*4.28 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4.
*4.29 Certificate of Limited Partnership dated November 9, 1989 for the
Geodyne Institutional/ Pension Energy Income Limited Partnership
P-5.
-64-
*4.30 Amended and Restated Agreement of Limited Partnership dated
February 26, 1990 for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-5.
*4.31 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-5.
*4.32 Second Amendment to Certificate of Limited Partnership dated July
1, 1996 for the Geodyne Institutional/Pension Energy Income
Limited Partnership P-5.
*4.33 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5.
*4.34 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5.
*4.35 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5.
*4.36 Certificate of Limited Partnership dated November 28, 1989 for
the Geodyne Institutional/ Pension Energy Income Limited
Partnership P-6.
*4.37 Amended and Restated Agreement of Limited Partnership dated
October 5, 1990 for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-6.
*4.38 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-6.
*4.39 Second Amendment to Certificate of Limited Partnership dated July
1, 1996 for the Geodyne Institutional/Pension Energy Income
Limited Partnership P-6.
*4.40 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the
-65-
Geodyne Institutional/Pension Energy Income Limited Partnership
P-6.
*4.41 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-6.
*4.42 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-6.
*10.1 Amended and Restated Agreement of Partnership dated October 25, 1988
for the Geodyne NPI Partnership P-1.
*10.2 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for the Geodyne NPI Partnership P-1.
*10.3 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for the Geodyne NPI Partnership P-1.
*10.4 Amended and Restated Agreement of Partnership dated February 9, 1989
for the Geodyne NPI Partnership P-2.
*10.5 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for the Geodyne NPI Partnership P-2.
*10.6 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for the Geodyne NPI Partnership P-2.
*10.7 Agreement of Partnership dated February 9, 1989 for the Geodyne
NPI Partnership P-3.
*10.8 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-3.
*10.9 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-3.
*10.10 Agreement of Partnership dated April 24, 1989 for the Geodyne NPI
Partnership P-4.
*10.11 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-4.
-66-
*10.12 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-4.
*10.13 Agreement of Partnership dated October 27, 1989 for the Geodyne
NPI Partnership P-5.
*10.14 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-5.
*10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-5.
*10.16 Agreement of Partnership dated November 28, 1989 for the Geodyne
NPI Partnership P-6.
*10.17 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-6.
*10.18 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-6.
*23.1 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership.
*23.2 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income P-2 Limited Partnership.
*23.3 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3.
*23.4 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4.
*23.5 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5.
*23.6 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-6.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
-67-
(b) Reports on Form 8-K filed during the fourth quarter of 2001.
None.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly organized.
GEODYNE 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
By: GEODYNE RESOURCES, INC.
General Partner
February 26, 2002
By: //s// Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities on the dates indicated.
By: //s//Dennis R. Neill President and February 26, 2002
------------------- Director (Principal
Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Financial February 26, 2002
------------------- Officer (Principal
Craig D. Loseke Accounting and
Financial Officer)
//s//Judy K. Fox Secretary February 26, 2002
-------------------
Judy K. Fox
-68-
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
AND GEODYNE NPI PARTNERSHIP P-1
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Institutional/Pension Energy Income P-1 Limited
Partnership, a Texas limited partnership, and Geodyne NPI Partnership P-1, an
Oklahoma general partnership, at December 31, 2001 and 2000, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Partnerships' management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 18, 2002
F-1
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-1
Combined Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 182,282 $ 284,937
Accounts receivable:
Net Profits 124,712 280,155
--------- ---------
Total current assets $ 306,994 $ 565,092
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 783,748 892,090
--------- ---------
$1,090,742 $1,457,182
========= =========
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 77,557) ($ 64,717)
Limited Partners, issued and
outstanding, 108,074 Units 1,168,299 1,521,899
--------- ---------
Total Partners' capital $1,090,742 $1,457,182
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-2
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-1
Combined Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
---------- ---------- --------
REVENUES:
Net Profits $1,295,509 $1,250,585 $802,539
Interest income 9,877 10,634 4,639
Gain on sale of
Net Profits Interests 17,521 58,071 698
--------- --------- -------
$1,322,907 $1,319,290 $807,876
COSTS AND EXPENSES:
Depletion of
Net Profits Interests $ 168,596 $ 127,896 $171,326
General and
administrative 139,215 129,773 127,487
--------- --------- -------
$ 307,811 $ 257,669 $298,813
--------- --------- -------
NET INCOME $1,015,096 $1,061,621 $509,063
========= ========= =======
GENERAL PARTNER -
NET INCOME $ 115,696 $ 116,609 $ 65,862
========= ========= =======
LIMITED PARTNERS -
NET INCOME $ 899,400 $ 945,012 $443,201
========= ========= =======
NET INCOME
per Unit $ 8.32 $ 8.74 $ 4.10
========= ========= =======
UNITS OUTSTANDING 108,074 108,074 108,074
========= ========= =======
The accompanying notes are an integral part of these
combined financial statements.
F-3
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-1
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2001, 2000, and 1999
Limited General
Partners Partner Combined
------------ ---------- ------------
Balance, Dec. 31, 1998 $1,455,686 ($ 82,899) $1,372,787
Net income 443,201 65,862 509,063
Cash distributions ( 467,000) ( 60,380) ( 527,380)
--------- ------- ---------
Balance, Dec. 31, 1999 $1,431,887 ($ 77,417) $1,354,470
Net income 945,012 116,609 1,061,621
Cash distributions ( 855,000) ( 103,909) ( 958,909)
--------- ------- ---------
Balance, Dec. 31, 2000 $1,521,899 ($ 64,717) $1,457,182
Net income 899,400 115,696 1,015,096
Cash distributions ( 1,253,000) ( 128,536) ( 1,381,536)
--------- ------- ---------
Balance, Dec. 31, 2001 $1,168,299 ($ 77,557) $1,090,742
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-4
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-1
Combined Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,015,096 $1,061,621 $509,063
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depletion of Net
Profits Interests 168,596 127,896 171,326
Gain on sale of
Net Profits Interests ( 17,521) ( 58,071) ( 698)
(Increase)decrease in
accounts receivable
- Net Profits 155,443 ( 112,254) ( 59,461)
--------- --------- -------
Net cash provided by
operating activities $1,321,614 $1,019,192 $620,230
--------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 60,254) ($ 22,017) ($ 13,017)
Proceeds from sale of
Net Profits Interests 17,521 63,928 3,456
--------- --------- -------
Net cash provided (used) by
investing activities ($ 42,733) $ 41,911 ($ 9,561)
--------- --------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,381,536) ($ 958,909) ($527,380)
--------- --------- -------
Net cash used by financing
activities ($1,381,536) ($ 958,909) ($527,380)
--------- --------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 102,655) $ 102,194 $ 83,289
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 284,937 182,743 99,454
--------- --------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 182,282 $ 284,937 $182,743
========= ========= =======
The accompanying notes are an integral part of these
combined financial statements.
F-5
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
AND GEODYNE NPI PARTNERSHIP P-2
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Institutional/Pension Energy Income P-2 Limited
Partnership, a Texas limited partnership, and Geodyne NPI Partnership P-2, an
Oklahoma general partnership, at December 31, 2001 and 2000, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Partnerships' management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 18, 2002
F-6
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-2
Combined Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
---------- ------------
CURRENT ASSETS:
Cash and cash equivalents $141,777 $ 223,864
Accounts receivable:
Net Profits 100,510 229,168
------- ---------
Total current assets $242,287 $ 453,032
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 676,999 761,996
------- ---------
$919,286 $1,215,028
======= =========
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 55,787) ($ 48,478)
Limited Partners, issued and
outstanding, 90,094 Units 975,073 1,263,506
------- ---------
Total Partners' capital $919,286 $1,215,028
======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-7
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-2
Combined Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
---------- ---------- --------
REVENUES:
Net Profits $1,012,296 $ 973,734 $618,890
Interest income 7,586 8,302 3,769
Gain on sale of
Net Profits Interests 12,595 40,814 472
--------- --------- -------
$1,032,477 $1,022,850 $623,131
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 146,331 $ 103,154 $152,202
General and
administrative 119,504 108,541 106,335
--------- --------- -------
$ 265,835 $ 211,695 $258,537
--------- --------- -------
NET INCOME $ 766,642 $ 811,155 $364,594
========= ========= =======
GENERAL PARTNER -
NET INCOME $ 89,075 $ 89,569 $ 31,057
========= ========= =======
LIMITED PARTNERS -
NET INCOME $ 677,567 $ 721,586 $333,537
========= ========= =======
NET INCOME
per Unit $ 7.52 $ 8.01 $ 3.70
========= ========= =======
UNITS OUTSTANDING 90,094 90,094 90,094
========= ========= =======
The accompanying notes are an integral part of these
combined financial statements.
F-8
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-2
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2001, 2000, and 1999
Limited General
Partners Partner Combined
------------ --------- ------------
Balance, Dec. 31, 1998 $1,243,383 ($70,704) $1,172,679
Net income 333,537 31,057 364,594
Cash distributions ( 381,000) ( 16,938) ( 397,938)
--------- ------ ---------
Balance, Dec. 31, 1999 $1,195,920 ($56,585) $1,139,335
Net income 721,586 89,569 811,155
Cash distributions ( 654,000) ( 81,462) ( 735,462)
--------- ------ ---------
Balance, Dec. 31, 2000 $1,263,506 ($48,478) $1,215,028
Net income 677,567 89,075 766,642
Cash distributions ( 966,000) ( 96,384) ( 1,062,384)
--------- ------ ---------
Balance, Dec. 31, 2001 $ 975,073 ($55,787) $ 919,286
========= ====== =========
The accompanying notes are an integral part of these
combined financial statements.
F-9
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-2
Combined Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ---------- ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 766,642 $811,155 $364,594
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depletion of Net
Profits Interests 146,331 103,154 152,202
Gain on sale of
Net Profits Interests ( 12,595) ( 40,814) ( 472)
(Increase) decrease in
accounts receivable
- Net Profits 128,658 ( 94,032) ( 42,390)
--------- ------- -------
Net cash provided by
operating activities $1,029,036 $779,463 $473,934
--------- ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 61,527) ($ 15,033) ($ 10,319)
Proceeds from sale of
Net Profits Interests 12,788 46,790 3,994
--------- ------- -------
Net cash provided (used)
by investing activities ($ 48,739) $ 31,757 ($ 6,325)
--------- ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,062,384) ($735,462) ($397,938)
--------- ------- -------
Net cash used by financing
activities ($1,062,384) ($735,462) ($397,938)
--------- ------- -------
F-10
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 82,087) $ 75,758 $ 69,671
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 223,864 148,106 78,435
--------- ------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 141,777 $223,864 $148,106
========= ======= =======
The accompanying notes are an integral part of these
combined financial statements.
F-11
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
AND GEODYNE NPI PARTNERSHIP P-3
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Institutional/Pension Energy Income Limited Partnership
P-3, an Oklahoma limited partnership, and Geodyne NPI Partnership P-3, an
Oklahoma general partnership, at December 31, 2001 and 2000, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Partnerships' management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 18, 2002
F-12
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE NPI PARTNERSHIP P-3
Combined Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 266,929 $ 416,457
Accounts receivable:
General Partner (Note 2) - 512
Net Profits 188,979 428,390
--------- ---------
Total current assets $ 455,908 $ 845,359
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 1,263,248 1,420,233
--------- ---------
$1,719,156 $2,265,592
========= =========
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 74,177) ($ 86,997)
Limited Partners, issued and
outstanding, 169,637 Units 1,793,333 2,352,589
--------- ---------
Total Partners' capital $1,719,156 $2,265,592
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-13
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE NPI PARTNERSHIP P-3
Combined Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
----------- ----------- ----------
REVENUES:
Net Profits $1,886,577 $1,811,298 $1,155,814
Interest income 14,549 16,227 7,380
Gain on sale of
Net Profits Interests 23,494 75,355 968
--------- --------- ---------
$1,924,620 $1,902,880 $1,164,162
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 272,549 $ 191,820 $ 283,838
General and
administrative 206,717 202,166 199,790
--------- --------- ---------
$ 479,266 $ 393,986 $ 483,628
--------- --------- ---------
NET INCOME $1,445,354 $1,508,894 $ 680,534
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 167,610 $ 152,174 $ 45,011
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,277,744 $1,356,720 $ 635,523
========= ========= =========
NET INCOME
per Unit $ 7.53 $ 8.00 $ 3.75
========= ========= =========
UNITS OUTSTANDING 169,637 169,637 169,637
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-14
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE NPI PARTNERSHIP P-3
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2001, 2000, and 1999
Limited General
Partners Partner Combined
------------ ---------- ------------
Balance, Dec. 31, 1998 $2,316,346 ($132,995) $2,183,351
Net income 635,523 45,011 680,534
Cash distributions ( 707,000) ( 25,725) ( 732,725)
--------- ------- ---------
Balance, Dec. 31, 1999 $2,244,869 ($113,709) $2,131,160
Net income 1,356,720 152,174 1,508,894
Cash distributions ( 1,249,000) ( 125,462) ( 1,374,462)
--------- ------- ---------
Balance, Dec. 31, 2000 $2,352,589 ($ 86,997) $2,265,592
Net income 1,277,744 167,610 1,445,354
Cash distributions ( 1,837,000) ( 154,790) ( 1,991,790)
--------- ------- ---------
Balance, Dec. 31, 2001 $1,793,333 ($ 74,177) $1,719,156
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-15
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE NPI PARTNERSHIP P-3
Combined Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,445,354 $1,508,894 $680,534
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depletion of Net
Profits Interests 272,549 191,820 283,838
Gain on sale of
Net Profits Interests ( 23,494) ( 75,355) ( 968)
(Increase) decrease in
accounts receivable
- Net Profits 239,411 ( 176,906) ( 81,095)
(Increase) decrease in
accounts receivable
- General Partner 512 ( 512) -
---------- --------- -------
Net cash provided by
operating activities $1,934,332 $1,447,941 $882,309
--------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 115,995) ($ 27,741) ($ 19,188)
Proceeds from sale of
Net Profits Interests 23,925 86,679 7,398
--------- --------- -------
Net cash provided (used)
by investing activities ($ 92,070) $ 58,938 ($ 11,790)
--------- --------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,991,790) ($1,374,462) ($732,725)
--------- --------- -------
Net cash used by financing
activities ($1,991,790) ($1,374,462) ($732,725)
--------- --------- -------
F-16
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 149,528) $ 132,417 $137,794
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 416,457 284,040 146,246
--------- --------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 266,929 $ 416,457 $284,040
========= ========= =======
The accompanying notes are an integral part of these
combined financial statements.
F-17
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
AND GEODYNE NPI PARTNERSHIP P-4
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Institutional/Pension Energy Income Limited Partnership
P-4, an Oklahoma limited partnership, and Geodyne NPI Partnership P-4, an
Oklahoma general partnership, at December 31, 2001 and 2000, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Partnerships' management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 18, 2002
F-18
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE NPI PARTNERSHIP P-4
Combined Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 420,602 $ 439,461
Accounts receivable:
Net Profits 332,362 526,603
--------- ---------
Total current assets $ 752,964 $ 966,064
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 649,016 750,294
--------- ---------
$1,401,980 $1,716,358
========= =========
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 71,619) ($ 54,697)
Limited Partners, issued and
outstanding, 126,306 Units 1,473,599 1,771,055
--------- ---------
Total Partners' capital $1,401,980 $1,716,358
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-19
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE NPI PARTNERSHIP P-4
Combined Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
----------- ---------- --------
REVENUES:
Net Profits $2,142,197 $1,596,276 $746,854
Interest income 15,881 12,423 4,983
Gain on sale of
Net Profits Interests 2,642 5,193 410
--------- --------- -------
$2,160,720 $1,613,892 $752,247
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 247,384 $ 131,888 $199,980
General and
administrative 156,424 151,112 148,395
--------- --------- -------
$ 403,808 $ 283,000 $348,375
--------- --------- -------
NET INCOME $1,756,912 $1,330,892 $403,872
========= ========= =======
GENERAL PARTNER -
NET INCOME $ 196,368 $ 143,717 $ 36,289
========= ========= =======
LIMITED PARTNERS -
NET INCOME $1,560,544 $1,187,175 $367,583
========= ========= =======
NET INCOME
per Unit $ 12.36 $ 9.40 $ 2.91
========= ========= =======
UNITS OUTSTANDING 126,306 126,306 126,306
========= ========= =======
The accompanying notes are an integral
part of these combined financial statements.
F-20
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE NPI PARTNERSHIP P-4
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2001, 2000, and 1999
Limited General
Partners Partner Combined
------------ ---------- ------------
Balance, Dec. 31, 1998 $1,497,297 ($ 93,853) $1,403,444
Net income 367,583 36,289 403,872
Cash distributions ( 447,000) ( 22,757) ( 469,757)
--------- ------- ---------
Balance, Dec. 31, 1999 $1,417,880 ($ 80,321) $1,337,559
Net income 1,187,175 143,717 1,330,892
Cash distributions ( 834,000) ( 118,093) ( 952,093)
--------- ------- ---------
Balance, Dec. 31, 2000 $1,771,055 ($ 54,697) $1,716,358
Net income 1,560,544 196,368 1,756,912
Cash distributions ( 1,858,000) ( 213,290) ( 2,071,290)
--------- ------- ---------
Balance, Dec. 31, 2001 $1,473,599 ($ 71,619) $1,401,980
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-21
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE NPI PARTNERSHIP P-4
Combined Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,756,912 $1,330,892 $403,872
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depletion of Net
Profits Interests 247,384 131,888 199,980
Gain on sale of
Net Profits Interests ( 2,642) ( 5,193) ( 410)
(Increase) decrease in
accounts receivable -
Net Profits 194,241 ( 270,631) ( 46,754)
--------- --------- -------
Net cash provided by
operating activities $2,195,895 $1,186,956 $556,688
--------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 146,878) ($ 6,322) ($ 6,108)
Proceeds from sale of
Net Profits Interests 3,414 21,992 6,453
--------- --------- -------
Net cash provided (used)
by investing activities ($ 143,464) $ 15,670 $ 345
--------- --------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,071,290) ($ 952,093) ($469,757)
--------- --------- -------
Net cash used by financing
activities ($2,071,290) ($ 952,093) ($469,757)
--------- --------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 18,859) $ 250,533 $ 87,276
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 439,461 188,928 101,652
--------- --------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 420,602 $ 439,461 $188,928
========= ========= =======
The accompanying notes are an integral part of these
combined financial statements.
F-22
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
AND GEODYNE NPI PARTNERSHIP P-5
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Institutional/Pension Energy Income Limited Partnership
P-5, an Oklahoma limited partnership, and Geodyne NPI Partnership P-5, an
Oklahoma general partnership, at December 31, 2001 and 2000, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Partnerships' management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 18, 2002
F-23
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE NPI PARTNERSHIP P-5
Combined Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
---------- ------------
CURRENT ASSETS:
Cash and cash equivalents $171,708 $ 440,454
Accounts receivable:
Net Profits 50,592 351,685
------- ---------
Total current assets $222,300 $ 792,139
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 641,204 730,201
------- ---------
$863,504 $1,522,340
======= =========
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 74,788) ($ 60,882)
Limited Partners, issued and
outstanding, 118,449 Units 938,292 1,583,222
------- ---------
Total Partners' capital $863,504 $1,522,340
======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-24
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE NPI PARTNERSHIP P-5
Combined Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
----------- ---------- ----------
REVENUES:
Net Profits $1,642,743 $1,433,743 $856,442
Interest income 15,990 14,147 6,181
Gain (loss)on sale of
Net Profits Interests 43,097 54,584 ( 92)
--------- --------- -------
$1,701,830 $1,502,474 $862,531
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 127,298 $ 111,400 $169,734
General and
administrative 147,835 141,905 139,426
--------- --------- -------
$ 275,133 $ 253,305 $309,160
--------- --------- -------
NET INCOME $1,426,697 $1,249,169 $553,371
========= ========= =======
GENERAL PARTNER -
NET INCOME $ 75,627 $ 64,906 $ 34,149
========= ========= =======
LIMITED PARTNERS -
NET INCOME $1,351,070 $1,184,263 $519,222
========= ========= =======
NET INCOME
per Unit $ 11.41 $ 10.00 $ 4.38
========= ========= =======
UNITS OUTSTANDING 118,449 118,449 118,449
========= ========= =======
The accompanying notes are an integral part of these
combined financial statements.
F-25
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE NPI PARTNERSHIP P-5
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2001, 2000, and 1999
Limited General
Partners Partner Combined
------------ --------- ------------
Balance, Dec. 31, 1998 $1,336,737 ($79,248) $1,257,489
Net income 519,222 34,149 553,371
Cash distributions ( 552,000) ( 23,539) ( 575,539)
--------- ------ ---------
Balance, Dec. 31, 1999 $1,303,959 ($68,638) $1,235,321
Net income 1,184,263 64,906 1,249,169
Cash distributions ( 905,000) ( 57,150) ( 962,150)
--------- ------ ---------
Balance, Dec. 31, 2000 $1,583,222 ($60,882) $1,522,340
Net income 1,351,070 75,627 1,426,697
Cash distributions ( 1,996,000) ( 89,533) ( 2,085,533)
--------- ------ ---------
Balance, Dec. 31, 2001 $ 938,292 ($74,788) $ 863,504
========= ====== =========
The accompanying notes are an integral part of these
combined financial statements.
F-26
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE NPI PARTNERSHIP P-5
Combined Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,426,697 $1,249,169 $553,371
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depletion of Net
Profits Interests 127,298 111,400 169,734
(Gain) loss on sale of
Net Profits Interests ( 43,097) ( 54,584) 92
(Increase) decrease in
accounts receivable -
Net Profits 301,093 ( 170,776) ( 81,086)
--------- --------- -------
Net cash provided by
operating activities $1,811,991 $1,135,209 $642,111
--------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 38,301) ($ 4,630) ($ 15,618)
Proceeds from sale of
Net Profits Interests 43,097 54,584 -
--------- --------- -------
Net cash provided (used)
by investing activities $ 4,796 $ 49,954 ($ 15,618)
--------- --------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,085,533) ($ 962,150) ($575,539)
--------- --------- -------
Net cash used by financing
activities ($2,085,533) ($ 962,150) ($575,539)
--------- --------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 268,746) $ 223,013 $ 50,954
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 440,454 217,441 166,487
--------- --------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 171,708 $ 440,454 $217,441
========= ========= =======
The accompanying notes are an integral part of these
combined financial statements.
F-27
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
AND GEODYNE NPI PARTNERSHIP P-6
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Institutional/Pension Energy Income Limited Partnership
P-6, an Oklahoma limited partnership, and Geodyne NPI Partnership P-6, an
Oklahoma general partnership, at December 31, 2001 and 2000, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Partnerships' management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 18, 2002
F-28
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
GEODYNE NPI PARTNERSHIP P-6
Combined Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 187,301 $ 691,186
Accounts receivable:
Net Profits 62,543 429,205
--------- ---------
Total current assets $ 249,844 $1,120,391
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 1,303,109 1,504,674
--------- ---------
$1,552,953 $2,625,065
========= =========
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 87,910) ($ 75,505)
Limited Partners, issued and
outstanding, 143,041 Units 1,640,863 2,700,570
--------- ---------
Total Partners' capital $1,552,953 $2,625,065
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-29
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-6
GEODYNE NPI PARTNERSHIP P-6
Combined Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
----------- ----------- ------------
REVENUES:
Net Profits $2,282,475 $2,468,159 $1,340,784
Interest income 22,996 21,573 9,614
Gain (loss) on sale
of Net Profits
Interests 52,686 25,726 ( 32)
--------- --------- ---------
$2,358,157 $2,515,458 $1,350,366
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 219,854 $ 334,197 $ 330,171
General and
administrative 174,853 170,942 168,704
--------- --------- ---------
$ 394,707 $ 505,139 $ 498,875
--------- --------- ---------
NET INCOME $1,963,450 $2,010,319 $ 851,491
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 130,157 $ 112,363 $ 55,301
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,833,293 $1,897,956 $ 796,190
========= ========= =========
NET INCOME
per unit $ 12.82 $ 13.27 $ 5.57
========= ========= =========
UNITS OUTSTANDING 143,041 143,041 143,041
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-30
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-6
GEODYNE NPI PARTNERSHIP P-6
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2001, 2000, and 1999
Limited General
Partners Partner Combined
------------ ---------- ------------
Balance, Dec. 31, 1998 $2,618,424 ($106,642) $2,511,782
Net income 796,190 55,301 851,491
Cash distributions ( 1,014,000) ( 35,059) ( 1,049,059)
--------- ------- ---------
Balance, Dec. 31, 1999 $2,400,614 ($ 86,400) $2,314,214
Net income 1,897,956 112,363 2,010,319
Cash distributions ( 1,598,000) ( 101,468) ( 1,699,468)
--------- ------- ---------
Balance, Dec. 31, 2000 $2,700,570 ($ 75,505) $2,625,065
Net income 1,833,293 130,157 1,963,450
Cash distributions ( 2,893,000) ( 142,562) ( 3,035,562)
--------- ------- ---------
Balance, Dec. 31, 2001 $1,640,863 ($ 87,910) $1,552,953
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-31
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-6
GEODYNE NPI PARTNERSHIP P-6
Combined Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,963,450 $2,010,319 $ 851,491
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Depletion of Net
Profits Interests 219,854 334,197 330,171
(Gain) loss on sale of
Net Profits Interests ( 52,686) ( 25,726) 32
(Increase) decrease in
accounts receivable -
Net Profits 366,662 ( 251,544) ( 32,049)
--------- --------- ---------
Net cash provided by
operating activities $2,497,280 $2,067,246 $1,149,645
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 18,289) ($ 41,704) ($ 61,524)
Proceeds from sale of
Net Profits Interests 52,686 25,726 -
--------- --------- ---------
Net cash provided (used)
by investing activities $ 34,397 ($ 15,978) ($ 61,524)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($3,035,562) ($1,699,468) ($1,049,059)
--------- --------- ---------
Net cash used by financing
activities ($3,035,562) ($1,699,468) ($1,049,059)
--------- --------- ---------
F-32
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 503,885) $ 351,800 $ 39,062
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 691,186 339,386 300,324
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 187,301 $ 691,186 $ 339,386
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-33
GEODYNE INSTITUTIONAL/PENSION PROGRAM
Notes to the Combined Financial Statements For the Periods
Ended December 31, 2001, 2000, and 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Institutional/Pension Energy Income Limited Partnerships (the
"Partnerships") were formed pursuant to a public offering of depositary units
("Units"). Upon formation, investors became limited partners (the "Limited
Partners") and held Units issued by each Partnership. Geodyne Resources, Inc.
("Geodyne") is the general partner of each of the Partnerships. Each Partnership
is a general partner in the related Geodyne NPI Partnership (the "NPI
Partnerships") in which Geodyne serves as the managing partner. Limited
Partners' capital contributions were contributed to the related NPI Partnerships
for investment in net profits interests, royalty interests, and other
nonoperating interests in producing oil and gas properties. Most of the net
profits interests acquired by the Partnerships have been carved out of working
interests in producing properties, located in the continental United States,
which were acquired by affiliated oil and gas investment programs (the
"Affiliated Programs").
Net profits interests entitle the Partnerships to a share of net revenues
from producing properties measured by a specific percentage of the net profits
realized by such Affiliated Programs as owners of the working interests in the
producing properties. Except where otherwise noted, references to certain
operational activities of the Partnerships are actually the activities of the
Affiliated Programs. As the holder of a net profits interest, a Partnership is
not liable to pay any amount by which oil and gas operating costs and expenses
exceed revenues for any period, although any deficit, together with interest, is
applied to reduce the amounts payable to the Partnership in subsequent periods.
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 Partnerships do not directly bear
capital costs. However, the Partnerships indirectly bear certain capital costs
incurred by the Affiliated Programs to the extent such capital costs are charged
against the applicable oil and gas revenues in calculating the net profits
payable to the Partnerships. For financial reporting purposes only, such capital
costs are reported as capital expenditures in the Partnerships' Statements of
Cash Flows.
The Partnerships were activated on the following dates with the following
Limited Partner capital contributions:
F-34
Limited Partner
Date of 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
For purposes of these financial statements, the Partnerships and NPI
Partnerships are collectively referred to as the "Partnerships" and the general
partner and managing partner are collectively referred to as the "General
Partner". An affiliate of the General Partner owned the following Units at
December 31, 2001:
Percent of
Number of Outstanding
Partnership Units Owned Units
----------- ----------- -----------
P-1 24,145 22.3%
P-2 25,068 27.8%
P-3 61,717 36.4%
P-4 28,403 22.5%
P-5 24,192 20.4%
P-6 17,220 12.0%
The Partnerships' sole business is owning Net Profits Interests.
Substantially all of the gas reserves attributable to the Partnerships' Net
Profits Interests are being sold regionally on the "spot market." Due to the
highly competitive nature of the spot market, prices on the spot market are
subject to wide seasonal and regional pricing fluctuations. In addition, such
spot market sales are generally short term in nature and are dependent upon
obtaining transportation services provided by pipelines. The Partnerships' oil
is sold at or near the Partnerships' wells under short-term purchase contracts
at prevailing arrangements which are customary in the oil industry. The prices
received for the Partnerships' oil and gas are subject to influences such as
global consumption and supply trends.
F-35
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partnerships' limited
partnership agreement and NPI Partnerships' partnership agreement (collectively,
the "Partnership Agreement") results in allocations of costs and income between
the Limited Partners and General Partner as follows:
Before Payout(1) After Payout(1)
-------------------- --------------------
General Limited General Limited
Partner Partners Partner Partners
------- -------- ------- --------
Costs(2)
- --------------------------
Sales commissions, payment
for organization and
offering costs and
acquisition fee 1% 99% - -
Property Acquisition
Costs 1% 99% 1% 99%
General and administrative
costs and direct
administrative costs(3) 5% 95% 15% 85%
Income(2)
- --------------------------
Temporary investments of
Limited Partners'
Subscriptions 1% 99% 1% 99%
Income from oil and
gas production(3) 5% 95% 15% 85%
Gain on sale of
Net Profits Interests(3) 5% 95% 15% 85%
All other income(3) 5% 95% 15% 85%
- ----------
(1) Payout occurs when total distributions to Limited Partners equal total
original Limited Partner subscriptions.
(2) The allocations in the table result generally from the combined effect of
the allocation provisions in the Partnership Agreements. For example,
direct administrative costs of the NPI Partnership are allocated 95.9596%
to the Partnership and 4.0404% to the managing partner. The 95.9596%
portion of these costs allocated to the limited partnership, when passed
through the limited partnership, is further allocated 99% to the Limited
Partners and 1% to the general partner. In this manner the Limited Partners
are allocated 95% of such costs and the General Partner is allocated 5% of
such costs.
F-36
(3) If at payout the total distributions received by the Limited Partners from
the commencement of the property investment period have averaged on an
annualized basis an amount that is less than 12% of the Limited Partners'
subscriptions, the percentage of income, and costs which are shared in the
same proportions as income, allocated to the General Partner will increase
to only 10% and the Limited Partners will be allocated 90% thereof until
such time, if ever, that the distributions to the Limited Partners from the
commencement of the property investment period reaches a yearly average
equal to at least 12% of the Limited Partners' subscriptions. Thereafter,
income, and costs shared in the same proportions as income, will be
allocated 15% to the General Partner and 85% to the Limited Partners.
The P-1 Partnership achieved payout during the third quarter of 1998, the
P-2 and P-4 Partnerships achieved payout during the fourth quarter of 1999, the
P-3 Partnership achieved payout during the second quarter of 2000, and the P-6
Partnership achieved payout during the third quarter of 2001. After payout,
operations and revenues for the P-1, P-2, P-3, P-4, and P-6 Partnerships have
been and will be allocated using the 10%/90% after payout percentages set forth
in Footnote 3 to the table above.
Basis of Presentation
These financial statements reflect the combined accounts of each
Partnership after the elimination of all inter-partnership transactions and
balances.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Cash equivalents are
not insured, which cause the Partnerships to be subject to risk.
Credit Risk
Accrued oil and gas sales, which are included in the Partnerships'
Accounts Receivable - Net Profits, are due from a variety of oil and gas
purchasers and, therefore, indirectly subject the Partnerships to a
concentration of credit risk. Some of these purchasers are discussed in Note 3 -
Major Customers.
Net Profits Interests
The Partnerships follow the successful efforts method of accounting for
their Net Profits Interests. Under the successful
F-37
efforts method, the Partnerships capitalize all acquisition costs. Such
acquisition costs include costs incurred by the Partnerships or the General
Partner to acquire a Net Profits Interest, including related title insurance or
examination costs, commissions, engineering, legal and accounting fees, and
similar costs directly related to the acquisitions plus an allocated portion of
the General Partner's property screening costs. The net acquisition cost to the
Partnerships of the Net Profits Interests in properties acquired by the General
Partner consists of the cost of acquiring the underlying properties, adjusted
for the net cash results of operations, including interest incurred to finance
the net acquisition, for the period of time the properties are held by the
General Partner. Impairment of Net Profits Interests in unproved oil and gas
properties is recognized based upon an individual property assessment. Upon
discovery of commercial reserves, Net Profits Interests in unproved properties
are transferred to producing properties.
Depletion of the cost of Net Profits Interests is computed on the
units-of-production method. The Partnerships' calculation of depletion of its
Net Profits Interests includes estimated dismantlement and abandonment costs,
net of estimated salvage values. The depletion rate per equivalent barrel of oil
produced during the years ended December 31, 2001, 2000, and 1999 were as
follows:
Partnership 2001 2000 1999
----------- ----- ----- -----
P-1 $2.36 $1.87 $2.03
P-2 2.61 1.92 2.31
P-3 2.61 1.92 2.31
P-4 2.39 1.65 2.70
P-5 1.64 1.26 2.01
P-6 1.74 2.24 1.96
The Partnerships evaluate the recoverability of the carrying costs of
their Net Profits Interests in proved oil and gas properties at the field level.
If the unamortized costs of a Net Profits Interest within a field exceed the
expected undiscounted future cash flows from such Net Profits Interest, the cost
of the Net Profits Interest is written down to fair value, which is determined
by using the discounted future cash flows from the Net Profits Interest. No
non-cash charges against earnings (impairment provisions) were recorded by the
Partnerships during the three years ended December 31, 2001.
The risk that the Partnerships will be required to record impairment
provisions in the future increases as oil and gas prices decrease.
F-38
Accounts Receivable (Accounts Payable) - Net Profits
Revenues from a Net Profits Interest consist of a share of the oil and gas
sales of the property, less operating and production expenses. The Partnerships
accrue for oil and gas revenues less expenses from its Net Profits Interests.
Sales of gas applicable to the Net Profits Interests are recorded as revenue
when the gas is metered and title transferred pursuant to the gas sales
contracts. During such times as sales of gas exceed a Partnership's pro rata Net
Profits Interest in a well, such sales are recorded as revenue unless total
sales from the well have exceeded the Partnership's share of estimated total gas
reserves attributable to the underlying property, at which time such excess is
recorded as a liability. The rates per Mcf used to calculate the liability are
based on the average gas price received for the volumes at the time the
overproduction occurred. This also approximates the price for which the
Partnerships are currently settling this liability. This liability is recorded
as a reduction of accounts receivable.
Also included in accounts receivable (payable) - Net Profits are amounts
which represent costs deferred or accrued for Net Profits relating to lease
operating expenses incurred in connection with the net underproduced or
overproduced gas imbalance positions. The rate used in calculating the deferred
charge or accrued liability is the average production costs per Mcf during the
period the underproduction or overproduction occurred.
The Partnerships have not entered into any hedging or derivative contracts
in connection with their production and sale of oil and gas.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual general
and administrative costs incurred and attributable to the conduct of the
business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting
F-39
period. Actual results could differ from those estimates. Further, accounts
receivable (payable) - Net Profits includes accrued liabilities, accrued lease
operating expenses, and deferred lease operating expenses related to gas
balancing which involve estimates that could materially differ from the actual
amounts ultimately realized or incurred in the near term. Oil and gas reserves
(see Note 4) also involve significant estimates which could materially differ
from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the income tax
returns of the partners. Accordingly, no recognition has been given to income
taxes in these financial statements.
New Accounting Pronouncements
Below is a brief description of Financial Accounting Standards ("FAS")
recently issued by the Financial Accounting Standards Board ("FASB") which may
have an impact on the Partnerships' future results of operations and financial
position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective for fiscal years beginning after
June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived assets (mainly plugging and abandonment costs for the Partnerships'
depleted wells), in the period in which the liabilities are incurred (at the
time the wells are drilled). Management has not yet determined the effect of
adopting this statement on the Partnerships' financial condition or results of
operations.
In August 2001, the FASB issued FAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which is effective for fiscal
years beginning after December 15, 2001 (January 1, 2002 for the Partnerships).
This statement supersedes FAS No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships, are essentially the same as
FAS No. 121 and thus are not expected to have a significant effect on the
Partnerships' financial condition or results of operations.
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and
administrative overhead applicable to the
F-40
Partnerships, based on an allocation of actual costs incurred by the General
Partner. When costs incurred benefit other Partnerships and affiliates, the
allocation of costs is based on the relationship of the Partnerships' reserves
to the total reserves owned by all Partnerships and affiliates. The General
Partner believes this allocation method is reasonable. Although the actual costs
incurred by the General Partner and its affiliates have fluctuated during the
three years presented, the amounts charged to the Partnerships have not
fluctuated due to expense limitations imposed by the Partnership Agreement. The
following is a summary of payments made to the General Partner or its affiliates
by the Partnerships for general and administrative overhead costs for the years
ended December 31, 2001, 2000, and 1999:
Partnership 2001 2000 1999
----------- -------- -------- --------
P-1 $113,760 $113,760 $113,760
P-2 94,836 94,836 94,836
P-3 178,560 178,560 178,560
P-4 132,960 132,960 132,960
P-5 124,680 124,680 124,680
P-6 150,564 150,564 150,564
Affiliates of the Partnerships operate certain of the properties in which
the Partnerships own a Net Profits Interest and their policy is to bill the
owners of the working interests of such properties for all customary charges and
cost reimbursements associated with these activities, together with any
compressor rentals, consulting, or other services provided. Such charges are
comparable to third party charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.
The accounts receivable - General Partner at December 31, 2000 for the P-3
Partnership represents accrued proceeds and interest due from the General
Partner for the sale of certain oil and gas properties during 2000. Such amount
was collected subsequent to December 31, 2000.
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually accounted for
ten percent or more of combined oil and gas sales attributable to each of the
Partnership's Net Profits Interest during the years ended December 31, 2001,
2000, and 1999:
F-41
Percentage
-------------------------
Partnership Purchaser 2001 2000 1999
- ----------- -------------------------- ----- ----- ----
P-1 El Paso Energy Marketing
Company ("El Paso") 22.7% 20.6% 24.4%
ONEOK Gas Marketing
Company ("ONEOK") 12.0% 11.0% -
Chevron U.S.A., Inc.
("Chevron") - 10.5% 12.0%
P-2 El Paso 22.4% 20.7% 23.6%
ONEOK 10.3% - -
Chevron - - 10.3%
Texaco - - 10.1%
P-3 El Paso 22.3% 20.7% 23.4%
ONEOK 10.1% - -
Texaco - - 10.1%
Chevron - - 10.1%
P-4 Philbro Energy, Inc. 26.9% 22.8% 21.3%
Valero Industrial
Gas LP 24.2% 23.7% 25.4%
El Paso 20.2% 26.2% 28.7%
Conoco, Inc. 11.0% - -
P-5 El Paso 80.7% 76.0% 77.8%
P-6 El Paso 44.1% 35.8% 36.6%
Tejas Gas Marketing
Company 15.1% 15.2% 13.0%
HPL Resources Company - 15.2% 15.4%
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in availability of
open access transportation by pipeline transporters, the Partnerships may
encounter difficulty in marketing their gas and in maintaining historic sales
levels. Alternative purchasers or transporters may not be readily available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the Net Profits Interest
activities of the Partnerships is presented pursuant to the disclosure
requirements promulgated by the SEC.
F-42
Capitalized Costs
Capitalized costs and accumulated depletion at December 31, 2001 and 2000
were as follows:
P-1 Partnership
---------------
2001 2000
------------ ------------
Net Profits Interests in proved
oil and gas properties $6,651,678 $6,592,957
Less accumulated depletion
and valuation allowance ( 5,867,930) ( 5,700,867)
--------- ---------
Net Profits Interests, net $ 783,748 $ 892,090
========= =========
P-2 Partnership
---------------
2001 2000
------------ ------------
Net Profits Interests in proved
oil and gas properties $5,380,643 $5,322,334
Less accumulated depletion
and valuation allowance ( 4,703,644) ( 4,560,338)
--------- ---------
Net Profits Interests, net $ 676,999 $ 761,996
========= =========
P-3 Partnership
---------------
2001 2000
------------- -------------
Net Profits Interests in proved
oil and gas properties $10,164,975 $10,055,787
Less accumulated depletion
and valuation allowance ( 8,901,727) ( 8,635,554)
---------- ----------
Net Profits Interests, net $ 1,263,248 $ 1,420,233
========== ==========
F-43
P-4 Partnership
---------------
2001 2000
------------- -------------
Net Profits Interests in proved
oil and gas properties $ 8,182,909 $ 8,045,435
Less accumulated depletion
and valuation allowance ( 7,533,893) ( 7,295,141)
---------- ----------
Net Profits Interests, net $ 649,016 $ 750,294
========== ==========
P-5 Partnership
---------------
2001 2000
------------- -------------
Net Profits Interests in proved
oil and gas properties $ 9,325,016 $ 9,286,715
Less accumulated depletion
and valuation allowance ( 8,683,812) ( 8,556,514)
---------- ----------
Net Profits Interest, net $ 641,204 $ 730,201
========== ==========
P-6 Partnership
---------------
2001 2000
------------- -------------
Net Profits Interests in proved
oil and gas properties $11,498,428 $11,480,139
Less accumulated depletion
and valuation allowance ( 10,195,319) ( 9,975,465)
---------- ----------
Net Profits Interests, net $ 1,303,109 $ 1,504,674
========== ==========
F-44
Costs Incurred
No property acquisition or exploration costs were incurred by the
Partnerships during the three years ended December 31, 2001. The following table
sets forth the development costs related to the working interests which are
burdened by the Partnerships' Net Profits Interests during the years ended
December 31, 2001, 2000, and 1999. Since these acquisition and development costs
were charged against the Net Profits payable to the Partnerships, such costs
were indirectly borne by the Partnerships.
Partnership 2001 2000 1999
----------- -------- ------- -------
P-1 $ 60,254 $22,017 $13,017
P-2 61,527 15,033 10,319
P-3 115,995 27,741 19,188
P-4 146,878 6,322 6,108
P-5 38,301 4,630 15,618
P-6 18,289 41,704 61,524
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of proved
reserves attributable to the Partnerships' Net Profits Interests, all of which
are located in the United States of America, for the periods indicated. The
proved reserves were estimated by petroleum engineers employed by affiliates of
the Partnerships. Certain reserve information was reviewed by Ryder Scott
Company, L.P., an independent petroleum engineering firm. The following
information includes certain gas balancing adjustments which cause the gas
volumes to differ from the reserve reports prepared by the General Partner and
reviewed by Ryder Scott.
F-45
P-1 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 1998 162,773 2,064,654
Production ( 24,737) ( 357,439)
Revisions of previous estimates 61,483 149,212
------- ---------
Proved reserves, December 31, 1999 199,519 1,856,427
Production ( 17,814) ( 304,477)
Sales of minerals in place ( 4,151) ( 5,865)
Extensions and discoveries 3,121 3,831
Revisions of previous estimates 8,231 276,149
------- ---------
Proved reserves, December 31, 2000 188,906 1,826,065
Production ( 23,073) ( 290,969)
Sales of minerals in place ( 557) ( 603)
Revisions of previous estimates ( 13,407) 252,859
------- ---------
Proved reserves, December 31, 2001 151,869 1,787,352
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1999 199,519 1,856,427
======= =========
December 31, 2000 188,906 1,826,065
======= =========
December 31, 2001 151,869 1,787,352
======= =========
F-46
P-2 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 1998 122,784 1,876,091
Production ( 17,583) ( 289,443)
Sales of minerals in place ( 100) ( 848)
Revisions of previous estimates 41,706 82,374
------- ---------
Proved reserves, December 31, 1999 146,807 1,668,174
Production ( 12,518) ( 246,666)
Sales of minerals in place ( 3,169) ( 4,222)
Extensions and discoveries 2,284 104,176
Revisions of previous estimates 3,266 118,939
------- ---------
Proved reserves, December 31, 2000 136,670 1,640,401
Production ( 16,105) ( 239,585)
Sales of minerals in place ( 393) ( 1,269)
Extensions and discoveries 356 7,225
Revisions of previous estimates ( 9,542) 150,208
------- ---------
Proved reserves, December 31, 2001 110,986 1,556,980
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1999 146,807 1,668,174
======= =========
December 31, 2000 136,670 1,640,401
======= =========
December 31, 2001 110,986 1,556,980
======= =========
F-47
P-3 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 1998 227,669 3,519,252
Production ( 32,552) ( 543,312)
Sales of minerals in place ( 198) ( 1,664)
Revisions of previous estimates 77,079 160,004
------- ---------
Proved reserves, December 31, 1999 271,998 3,134,280
Production ( 23,146) ( 460,861)
Sales of minerals in place ( 5,880) ( 7,817)
Extensions and discoveries 4,222 196,141
Revisions of previous estimates 5,681 219,002
------- ---------
Proved reserves, December 31, 2000 252,875 3,080,745
Production ( 29,759) ( 447,621)
Sales of minerals in place ( 742) ( 2,685)
Extensions and discoveries 2,709 14,712
Revisions of previous estimates ( 19,464) 276,198
------- ---------
Proved reserves, December 31, 2001 205,619 2,921,349
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1999 271,998 3,134,280
======= =========
December 31, 2000 252,875 3,080,745
======= =========
December 31, 2001 205,619 2,921,349
======= =========
F-48
P-4 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 1998 46,408 2,436,365
Production (17,505) ( 338,882)
Revisions of previous estimates 31,120 10,747
------ ---------
Proved reserves, December 31, 1999 60,023 2,108,230
Production (23,482) ( 339,221)
Sales of minerals in place ( 1,502) ( 812)
Extensions and discoveries 1,595 245,352
Revisions of previous estimates 28,065 387,260
------ ---------
Proved reserves, December 31, 2000 64,699 2,400,809
Production (38,934) ( 388,416)
Sales of minerals in place ( 62) ( 3,524)
Extensions and discoveries 50,363 169,655
Revisions of previous estimates 14,230 ( 95,342)
------ ---------
Proved reserves, December 31, 2001 90,296 2,083,182
====== =========
PROVED DEVELOPED RESERVES:
December 31, 1999 57,546 2,079,090
====== =========
December 31, 2000 64,699 2,400,809
====== =========
December 31, 2001 87,867 2,059,176
====== =========
F-49
P-5 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 1998 33,143 2,326,026
Production ( 6,858) ( 464,917)
Revisions of previous estimates 13,488 474,570
------ ---------
Proved reserves, December 31, 1999 39,773 2,335,679
Production ( 5,827) ( 495,141)
Sales of minerals in place ( 416) ( 68)
Revisions of previous estimates ( 118) 545,474
------ ---------
Proved reserves, December 31, 2000 33,412 2,385,944
Production ( 4,781) ( 438,194)
Sales of minerals in place ( 229) ( 3,593)
Extensions and discoveries - 18,889
Revisions of previous estimates 1,501 377,619
------ ---------
Proved reserves, December 31, 2001 29,903 2,340,665
====== =========
PROVED DEVELOPED RESERVES:
December 31, 1999 39,773 2,335,679
====== =========
December 31, 2000 33,412 2,385,944
====== =========
December 31, 2001 29,903 2,340,665
====== =========
F-50
P-6 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 1998 96,435 4,071,736
Production ( 17,227) ( 909,561)
Extensions and discoveries 5,142 37,719
Revisions of previous estimates 18,395 679,868
------- ---------
Proved reserves, December 31, 1999 102,745 3,879,762
Production ( 14,022) ( 809,428)
Sales of minerals in place ( 140) ( 23)
Revisions of previous estimates 24,521 1,125,151
------- ---------
Proved reserves, December 31, 2000 113,104 4,195,462
Production ( 13,190) ( 678,969)
Sales of minerals in place ( 73) ( 1,212)
Extensions and discoveries - 6,483
Revisions of previous estimates ( 6,143) 432,317
------- ---------
Proved reserves, December 31, 2001 93,698 3,954,081
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1999 102,745 3,879,762
======= =========
December 31, 2000 113,104 4,195,462
======= =========
December 31, 2001 93,698 3,954,081
======= =========
F-51
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2001 and 2000 are as
follows:
P-1 Partnership
---------------
2001
----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- ---------
Total Revenues $432,434 $432,957 $251,428 $206,088
Gross Profit(1) 400,919 395,686 218,452 139,254
Net Income 355,180 365,716 187,610 106,590
Limited Partners'
Net Income
Per Unit 2.93 3.02 1.54 .83
2000
----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Total Revenues $298,951 $302,003 $338,840 $379,496
Gross Profit(1) 257,503 269,255 306,675 357,961
Net Income 218,870 239,236 275,379 328,136
Limited Partners'
Net Income
Per Unit 1.79 1.97 2.27 2.71
- -----------------------------
(1) Total revenues less depletion of Net Profits Interests.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher Depletion of
Net Profits Interests.
F-52
P-2 Partnership
---------------
2001
----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- ---------
Total Revenues $342,793 $340,532 $190,291 $158,861
Gross Profit(1) 317,283 310,224 163,674 94,965
Net Income 276,585 285,122 137,784 67,151
Limited Partners'
Net Income
Per Unit 2.74 2.82 1.35 .61
2000
----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Total Revenues $195,169 $255,568 $268,319 $303,794
Gross Profit(1) 161,589 228,596 241,287 288,224
Net Income 129,404 203,432 215,068 263,251
Limited Partners'
Net Income
Per Unit 1.26 2.01 2.12 2.62
- ---------------------------
(1) Total revenues less depletion of Net Profits Interests.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher Depletion of
Net Profits Interests.
F-53
P-3 Partnership
---------------
2001
----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- ---------
Total Revenues $638,509 $633,700 $356,228 $296,183
Gross Profit(1) 591,218 577,701 306,838 176,314
Net Income 528,235 531,088 258,978 127,053
Limited Partners'
Net Income
Per Unit 2.78 2.79 1.35 .61
2000
----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Total Revenues $350,998 $484,828 $500,065 $566,989
Gross Profit(1) 288,792 434,805 449,884 537,579
Net Income 228,180 388,174 401,370 491,170
Limited Partners'
Net Income
Per Unit 1.26 2.04 2.11 2.59
- ------------------------------
(1) Total revenues less depletion of Net Profits Interests.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher Depletion of
Net Profits Interests.
F-54
P-4 Partnership
---------------
2001
----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- ---------
Total Revenues $716,779 $457,441 $645,979 $340,521
Gross Profit(1) 682,918 424,939 591,210 214,269
Net Income 632,043 389,996 555,388 179,485
Limited Partners'
Net Income
Per Unit 4.48 2.76 3.92 1.20
2000
----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Total Revenues $217,101 $330,707 $434,098 $631,986
Gross Profit(1) 172,023 285,668 384,892 639,421
Net Income 126,901 250,729 348,589 604,673
Limited Partners'
Net Income
Per Unit .87 1.76 2.45 4.32
- ---------------------------------
(1) Total revenues less depletion of Net Profits Interests.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher Depletion of
Net Profits Interests.
F-55
P-5 Partnership
---------------
2001
----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- ---------
Total Revenues $887,013 $457,949 $240,295 $116,573
Gross Profit(1) 857,486 434,585 217,794 64,667
Net Income 808,802 401,740 184,153 32,002
Limited Partners'
Net Income
Per Unit 6.48 3.22 1.47 .24
2000
----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Total Revenues $241,103 $350,038 $408,086 $503,247
Gross Profit(1) 201,787 316,654 368,181 504,452
Net Income 159,445 283,836 334,080 471,808
Limited Partners'
Net Income
Per Unit 1.27 2.27 2.67 3.79
- ------------------------------
(1) Total revenues less depletion of Net Profits Interests.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher Depletion of
Net Profits Interests.
F-56
P-6 Partnership
---------------
2001
----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- ---------
Total Revenues $1,117,420 $667,075 $447,011 $126,651
Gross Profit(1) 1,065,032 621,554 400,016 51,701
Net Income 1,009,415 582,033 359,595 12,407
Limited Partners'
Net Income
Per Unit 6.69 3.86 2.23 .04
2000
----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Total Revenues $458,773 $537,393 $727,989 $791,303
Gross Profit(1) 378,815 473,142 648,848 680,456
Net Income 327,706 433,689 607,810 641,114
Limited Partners'
Net Income
Per Unit 2.16 2.86 4.02 4.23
- ------------------------------
(1) Total revenues less depletion of Net Profits Interests.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher Depletion of
Net Profits Interests.
F-57
INDEX TO EXHIBITS
-----------------
No. Description
--- -----------
*4.1 Certificate of Limited Partnership dated March 16, 1988 for the
Geodyne Institutional/ Pension Energy Income P-1 Limited Partnership.
*4.2 Amended and Restated Agreement of Limited Partnership dated October
25, 1988 for the Geodyne Institutional/Pension Energy Income P-1
Limited Partnership.
*4.3 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension Energy
Income P-1 Limited Partnership.
*4.4 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income P-1 Limited
Partnership.
*4.5 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership.
*4.6 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership.
*4.7 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne Institutional/Pension
Energy Income P-1 Limited Partnership.
*4.8 Certificate of Limited Partnership dated September 29, 1988 for the
Geodyne Institutional/ Pension Energy Income P-2 Limited Partnership.
*4.9 Amended and Restated Agreement of Limited Partnership dated February
9, 1989 for the Geodyne Institutional/Pension Energy Income P-2
Limited Partnership.
F-58
*4.10 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension Energy
Income P-2 Limited Partnership.
*4.11 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income P-2 Limited
Partnership.
*4.12 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income P-2 Limited Partnership.
*4.13 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income P-2 Limited Partnership.
*4.14 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne Institutional/Pension
Energy Income P-2 Limited Partnership.
*4.15 ertificate of Limited Partnership dated February 13, 1989 for the
Geodyne Institutional/ Pension Energy Income Limited Partnership P-3.
*4.16 Amended and Restated Agreement of Limited Partnership dated May 10,
1989 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-3.
*4.17 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-3.
*4.18 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-3.
*4.19 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3.
*4.20 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the
F-59
Geodyne Institutional/Pension Energy Income Limited Partnership P-3.
*4.21 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-3.
*4.22 Certificate of Limited Partnership dated May 10, 1989 for the Geodyne
Institutional/ Pension Energy Income Limited Partnership P-4.
*4.23 Amended and Restated Agreement of Limited Partnership dated November
20, 1989 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-4.
*4.24 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-4.
*4.25 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-4.
*4.26 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4.
*4.27 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4.
*4.28 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-4.
*4.29 Certificate of Limited Partnership dated November 9, 1989 for the
Geodyne Institutional/ Pension Energy Income Limited Partnership P-5.
*4.30 Amended and Restated Agreement of Limited Partnership dated February
26, 1990 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-5.
F-60
*4.31 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-5.
*4.32 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-5.
*4.33 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5.
*4.34 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5.
*4.35 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-5.
*4.36 Certificate of Limited Partnership dated November 28, 1989 for the
Geodyne Institutional/ Pension Energy Income Lmited Partnership P-6.
*4.37 Amended and Restated Agreement of Limited Partnership dated October
5, 1990 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-6.
*4.38 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-6.
*4.39 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-6.
*4.40 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-6.
F-61
*4.41 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-6.
*4.42 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-6.
*10.1 Amended and Restated Agreement of Partnership dated October 25, 1988
for the Geodyne NPI Partnership P-1.
*10.2 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for the Geodyne NPI Partnership P-1.
*10.3 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for the Geodyne NPI Partnership P-1.
*10.4 Amended and Restated Agreement of Partnership dated February 9, 1989
for the Geodyne NPI Partnership P-2.
*10.5 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for the Geodyne NPI Partnership P-2.
*10.6 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for the Geodyne NPI Partnership P-2.
*10.7 Agreement of Partnership dated February 9, 1989 for the Geodyne NPI
Partnership P-3.
*10.8 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-3.
*10.9 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-3.
*10.10 Agreement of Partnership dated April 24, 1989 for the Geodyne NPI
Partnership P-4.
*10.11 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-4.
*10.12 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-4.
F-62
*10.13 Agreement of Partnership dated October 27, 1989 for the Geodyne NPI
Partnership P-5.
*10.14 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-5.
*10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-5.
*10.16 Agreement of Partnership dated November 28, 1989 for the Geodyne NPI
Partnership P-6.
*10.17 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-6.
*10.18 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-6.
*23.1 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership.
*23.2 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income P-2 Limited Partnership.
*23.3 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3.
*23.4 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4.
*23.5 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5.
*23.6 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-6.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
F-63