SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2002 Commission File Number: P-1: 0-17800 P-3: 0-18306 P-5: 0-18637 P-2: 0-17801 P-4: 0-18308 P-6: 0-18937 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 --------------------------------------------------------------------- (Exact Name of Registrant as specified in its Articles) P-1 73-1330245 P-2 73-1330625 P-1 and P-2: P-3 73-1336573 Texas P-4 73-1341929 P-3 through P-6: P-5 73-1353774 Oklahoma P-6 73-1357375 ---------------------------- ------------------------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or Number) organization) Two West Second Street, Tulsa, Oklahoma 74103 ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(918) 583-1791 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ -1- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-1 COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 116,733 $ 182,282 Accounts receivable: Net Profits 131,220 124,712 ---------- ---------- Total current assets $ 247,953 $ 306,994 NET PROFITS INTERESTS, net, utilizing the successful efforts method 769,220 783,748 ---------- ---------- $1,017,173 $1,090,742 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 71,002) ($ 77,557) Limited Partners, issued and outstanding, 108,074 units 1,088,175 1,168,299 ---------- ---------- Total Partners' capital $1,017,173 $1,090,742 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -2- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-1 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Net Profits $186,087 $429,278 Interest income 467 3,292 Loss on sale of Net Profits Interests - ( 136) -------- -------- $186,554 $432,434 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 30,540 $ 31,515 General and administrative (Note 2) 45,372 45,739 -------- -------- $ 75,912 $ 77,254 -------- -------- NET INCOME $110,642 $355,180 ======== ======== GENERAL PARTNER - NET INCOME $ 13,766 $ 38,025 ======== ======== LIMITED PARTNERS - NET INCOME $ 96,876 $317,155 ======== ======== NET INCOME per unit $ .90 $ 2.93 ======== ======== UNITS OUTSTANDING 108,074 108,074 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -3- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-1 COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $110,642 $355,180 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 30,540 31,515 Loss on sale of Net Profits Interests - 136 (Increase) decrease in accounts receivable - Net Profits ( 6,508) 33,821 -------- -------- Net cash provided by operating activities $134,674 $420,652 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 16,012) ($ 11,662) -------- -------- Net cash used by investing activities ($ 16,012) ($ 11,662) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($184,211) ($322,649) -------- -------- Net cash used by financing activities ($184,211) ($322,649) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 65,549) $ 86,341 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 182,282 284,937 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $116,733 $371,278 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -4- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2002 2001 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 88,697 $141,777 Accounts receivable: Net Profits 101,495 100,510 -------- -------- Total current assets $190,192 $242,287 NET PROFITS INTERESTS, net, utilizing the successful efforts method 661,912 676,999 -------- -------- $852,104 $919,286 ======== ======== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 51,090) ($ 55,787) Limited Partners, issued and outstanding, 90,094 units 903,194 975,073 -------- -------- Total Partners' capital $852,104 $919,286 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -5- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Net Profits $140,568 $340,356 Interest income 351 2,530 Loss on sale of Net Profits Interests - ( 93) -------- -------- $140,919 $342,793 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 25,951 $ 25,510 General and administrative (Note 2) 40,055 40,698 -------- -------- $ 66,006 $ 66,208 -------- -------- NET INCOME $ 74,913 $276,585 ======== ======== GENERAL PARTNER - NET INCOME $ 9,792 $ 29,701 ======== ======== LIMITED PARTNERS - NET INCOME $ 65,121 $246,884 ======== ======== NET INCOME per unit $ .72 $ 2.74 ======== ======== UNITS OUTSTANDING 90,094 90,094 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -6- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 74,913 $276,585 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 25,951 25,510 Loss on sale of Net Profits Interests - 93 (Increase) decrease in accounts receivable - Net Profits ( 985) 28,331 -------- -------- Net cash provided by operating activities $ 99,879 $330,519 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 10,864) ($ 24,822) -------- -------- Net cash used by investing activities ($ 10,864) ($ 24,822) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($142,095) ($252,576) -------- -------- Net cash used by financing activities ($142,095) ($252,576) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 53,080) $ 53,121 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 141,777 223,864 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 88,697 $276,985 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -7- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 174,972 $ 266,929 Accounts receivable: Net Profits 190,294 188,979 ---------- ---------- Total current assets $ 365,266 $ 455,908 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,234,978 1,263,248 ---------- ---------- $1,600,244 $1,719,156 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 65,506) ($ 74,177) Limited Partners, issued and outstanding, 169,637 units 1,665,750 1,793,333 ---------- ---------- Total Partners' capital $1,600,244 $1,719,156 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -8- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Net Profits $260,780 $633,942 Interest income 705 4,739 Loss on sale of Net Profits Interests - ( 172) -------- -------- $261,485 $638,509 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 48,305 $ 47,291 General and administrative (Note 2) 63,520 62,983 -------- -------- $111,825 $110,274 -------- -------- NET INCOME $149,660 $528,235 ======== ======== GENERAL PARTNER - NET INCOME $ 19,243 $ 56,606 ======== ======== LIMITED PARTNERS - NET INCOME $130,417 $471,629 ======== ======== NET INCOME per unit $ .77 $ 2.78 ======== ======== UNITS OUTSTANDING 169,637 169,637 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -9- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $149,660 $528,235 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 48,305 47,291 Loss on sale of Net Profits Interests - 172 Decrease in accounts receivable - General Partner - 512 (Increase) decrease in accounts receivable - Net Profits ( 1,315) 53,451 -------- -------- Net cash provided by operating activities $196,650 $629,661 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 20,035) ($ 47,851) -------- -------- Net cash used by investing activities ($ 20,035) ($ 47,851) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($268,572) ($472,010) -------- -------- Net cash used by financing activities ($268,572) ($472,010) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 91,957) $109,800 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 266,929 416,457 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $174,972 $526,257 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -10- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 284,429 $ 420,602 Accounts receivable: Net Profits 306,041 332,362 ---------- ---------- Total current assets $ 590,470 $ 752,964 NET PROFITS INTERESTS, net, utilizing the successful efforts method 635,265 649,016 ---------- ---------- $1,225,735 $1,401,980 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 54,713) ($ 71,619) Limited Partners, issued and outstanding, 126,306 units 1,280,448 1,473,599 ---------- ---------- Total Partners' capital $1,225,735 $1,401,980 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -11- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited) 2002 2001 -------- -------- REVENUES: Net Profits $336,090 $711,237 Interest income 1,111 5,542 -------- -------- $337,201 $716,779 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 48,692 $ 33,861 General and administrative (Note 2) 49,487 50,875 -------- -------- $ 98,179 $ 84,736 -------- -------- NET INCOME $239,022 $632,043 ======== ======== GENERAL PARTNER - NET INCOME $ 28,173 $ 65,698 ======== ======== LIMITED PARTNERS - NET INCOME $210,849 $566,345 ======== ======== NET INCOME per unit $ 1.67 $ 4.48 ======== ======== UNITS OUTSTANDING 126,306 126,306 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -12- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $239,022 $632,043 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 48,692 33,861 (Increase) decrease in accounts receivable - Net Profits 26,321 ( 14,734) -------- -------- Net cash provided by operating activities $314,035 $651,170 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 37,824) $ - Proceeds from sale of Net Profits Interests 2,883 323 -------- -------- Net cash provided (used) by investing activities ($ 34,941) $ 323 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($415,267) ($487,579) -------- -------- Net cash used by financing activities ($415,267) ($487,579) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($136,173) $163,914 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 420,602 439,461 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $284,429 $603,375 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -13- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2002 2001 ---------- ------------ CURRENT ASSETS: Cash and cash equivalents $175,680 $171,708 Accounts receivable: Net Profits 20,893 50,592 -------- -------- Total current assets $196,573 $222,300 NET PROFITS INTERESTS, net, utilizing the successful efforts method 618,491 641,204 -------- -------- $815,064 $863,504 ======== ======== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 74,394) ($ 74,788) Limited Partners, issued and outstanding, 118,449 units 889,458 938,292 -------- -------- Total Partners' capital $815,064 $863,504 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -14- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited) 2002 2001 -------- -------- REVENUES: Net Profits $164,008 $881,354 Interest income 553 5,659 -------- -------- $164,561 $887,013 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 23,614 $ 29,527 General and administrative (Note 2) 47,176 48,684 -------- -------- $ 70,790 $ 78,211 -------- -------- NET INCOME $ 93,771 $808,802 ======== ======== GENERAL PARTNER - NET INCOME $ 5,605 $ 41,338 ======== ======== LIMITED PARTNERS - NET INCOME $ 88,166 $767,464 ======== ======== NET INCOME per unit $ .74 $ 6.48 ======== ======== UNITS OUTSTANDING 118,449 118,449 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -15- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 93,771 $808,802 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 23,614 29,527 (Increase) decrease in accounts receivable - Net Profits 29,699 ( 27,901) -------- -------- Net cash provided by operating activities $147,084 $810,428 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 901) ($ 16,309) -------- -------- Net cash used by investing activities ($ 901) ($ 16,309) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($142,211) ($467,375) -------- -------- Net cash used by financing activities ($142,211) ($467,375) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 3,972 $326,744 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 171,708 440,454 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $175,680 $767,198 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -16- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 291,260 $ 187,301 Accounts receivable: Net Profits 41,130 62,543 ---------- ---------- Total current assets $ 332,390 $ 249,844 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,248,996 1,303,109 ---------- ---------- $1,581,386 $1,552,953 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 71,919) ($ 87,910) Limited Partners, issued and outstanding, 143,041 units 1,653,305 1,640,863 ---------- ---------- Total Partners' capital $1,581,386 $1,552,953 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -17- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Net Profits $323,906 $1,109,194 Interest income 612 8,226 -------- ---------- $324,518 $1,117,420 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 55,257 $ 52,388 General and administrative (Note 2) 54,423 55,617 -------- ---------- $109,680 $ 108,005 -------- ---------- NET INCOME $214,838 $1,009,415 ======== ========== GENERAL PARTNER - NET INCOME $ 26,396 $ 52,155 ======== ========== LIMITED PARTNERS - NET INCOME $188,442 $ 957,260 ======== ========== NET INCOME per unit $ 1.32 $ 6.69 ======== ========== UNITS OUTSTANDING 143,041 143,041 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. -18- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $214,838 $1,009,415 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 55,257 52,388 (Increase) decrease in accounts receivable - Net Profits 21,413 ( 35,471) -------- ---------- Net cash provided by operating activities $291,508 $1,026,332 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 1,144) ($ 8,703) -------- ---------- Net cash used by investing activities ($ 1,144) ($ 8,703) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($186,405) ($ 736,065) -------- ---------- Net cash used by financing activities ($186,405) ($ 736,065) -------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $103,959 $ 281,564 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 187,301 691,186 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $291,260 $ 972,750 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. -19- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS MARCH 31, 2002 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of March 31, 2002, combined statements of operations for the three months ended March 31, 2002 and 2001, and combined statements of cash flows for the three months ended March 31, 2002 and 2001 have been prepared by Geodyne Resources, Inc., the General Partner of the Geodyne Institutional/Pension Energy Income Limited Partnerships, without audit. Each limited partnership is a general partner in the related Geodyne NPI Partnership (the "NPI Partnerships") in which Geodyne Resources, Inc. serves as the managing partner. For the purposes of these financial statements, the general partner and managing partner are collectively referred to as the "General Partner" and the limited partnerships and NPI Partnerships are collectively referred to as the "Partnerships". In the opinion of management the financial statements referred to above include all necessary adjustments, consisting of normal recurring adjustments, to present fairly the combined financial position at March 31, 2002, the combined results of operations for the three months ended March 31, 2002 and 2001, and the combined cash flows for the three months ended March 31, 2002 and 2001. Information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The accompanying interim financial statements should be read in conjunction with the Partnerships' Annual Report on Form 10-K filed for the year ended December 31, 2001. The results of operations for the period ended March 31, 2002 are not necessarily indicative of the results to be expected for the full year. As used in these financial statements, the Partnerships' net profits and royalty interests in oil and gas sales are referred to as "Net Profits" and the Partnerships' net profits and royalty interests in oil and gas properties are referred to as "Net Profits Interests". The working interests from which the Partnerships' Net Profits Interests are carved are referred to as "Working Interests". The Limited Partners' net income or loss per unit is based upon each $100 initial capital contribution. -20- NET PROFITS INTERESTS --------------------- The Partnerships follow the successful efforts method of accounting for their Net Profits Interests. Under the successful efforts method, the NPI Partnerships capitalize all acquisition costs. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion, of the General Partner's property screening costs. The acquisition cost to the NPI Partnership of Net Profits Interests acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner prior to their transfer to the Partnerships. Impairment of Net Profits Interests is recognized based upon an individual property assessment. Depletion of the costs of Net Profits Interests is computed on the unit-of-production method. The Partnerships' calculation of depletion of its Net Profits Interests includes estimated dismantlement and abandonment costs, net of estimated salvage value. The Partnerships do not directly bear capital costs. However, the Partnerships indirectly bear certain capital costs incurred by the owners of the Working Interests 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. 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' partnership agreements provide for reimbursement to the General Partner for all direct general and administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred. During the three months ended March 31, 2002, the following payments were made to the General Partner or its affiliates by the Partnerships: -21- Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- P-1 $16,932 $28,440 P-2 16,346 23,709 P-3 18,880 44,640 P-4 16,247 33,240 P-5 16,006 31,170 P-6 16,782 37,641 Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with their activities. -22- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES - ----------------------------------------------- This Quarterly Report contains certain forward-looking statements. The words "anticipate", "believe", "expect", "plan", "intend", "estimate", "project", "could", "may" and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Quarterly Report also includes certain information, which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, and otherwise indicated. GENERAL - ------- The Partnerships are engaged in the business of acquiring Net Profits Interests in producing oil and gas properties located in the continental United States. In general, a Partnership acquired passive interests in producing properties and does not directly engage in development drilling or enhanced recovery projects. Therefore, the economic life of each limited partnership, and its related NPI Partnership, is limited to the period of time required to fully produce its acquired oil and gas reserves. A Net Profits Interest entitles the Partnerships to a portion of the oil and gas sales less operating and production expenses and development costs generated by the owner of the -23- underlying Working Interests. The net proceeds from the oil and gas operations are distributed to the Limited Partners and the General Partner in accordance with the terms of the Partnerships' partnership agreements. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnerships began operations and investors were assigned their rights as Limited Partners, having made capital contributions in the amounts and on the dates set forth below: Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ --------------- P-1 October 25, 1988 $10,807,400 P-2 February 9, 1989 9,009,400 P-3 May 10, 1989 16,963,700 P-4 November 21, 1989 12,630,600 P-5 February 27, 1990 11,844,900 P-6 September 5, 1990 14,304,100 In general, the amount of funds available for acquisition of producing properties was equal to the capital contributions of the Limited Partners, less 15% for sales commissions and organization and management fees. All of the Partnerships have fully invested their capital contributions. Net proceeds from the Partnerships' Net Profits Interests less necessary operating capital are distributed to the Limited Partners on a quarterly basis. Revenues and net proceeds of a Partnership are largely dependent upon the volumes of oil and gas sold and the prices received for such oil and gas. While the General Partner cannot predict future pricing trends, it believes the working capital available as of March 31, 2002 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. Occasional expenditures by the owners of the Working Interests for new wells or well recompletions or workovers, however, may reduce or eliminate cash available for a particular quarterly cash distribution. During the three months ended March 31, 2002, capital expenditures affecting the P-1, P-2, P-3, and P-4 Partnerships' Net Profits Interests totaled $16,012, $10,864, $20,035, and $37,824, respectively. The costs for the P-1, P-2, and P-3 Partnerships were indirectly incurred as a result of drilling and recompletion activities on one property, the CHB Weir in Lea County, New Mexico. The costs for the P-4 -24- Partnership were indirectly incurred as a result of drilling and recompletion activities on another property, the Donald #1 SWD in Jefferson Davis County, Louisiana. 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 fiscal condition or results of operations. RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The most important variables affecting the Partnerships' revenues are the prices received for the sale of oil and gas and the volumes of oil and gas produced. The Partnerships' production is mainly natural gas, so such pricing and volumes are the most significant factors. Historically, oil and gas prices have been volatile and are likely to continue to be volatile. As a result, forecasting future prices is subject to great uncertainty and inaccuracy. Substantially all of the Partnerships' gas reserves are being sold in the "spot market". Prices on the -25- spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. Such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. It is likewise difficult to predict production volumes. However, oil and gas are depleting assets, so it can be expected that production levels will decline over time. Gas prices in early 2001 were significantly higher than the Partnerships' historical average. This was attributable to the higher prices for crude oil, a substitute fuel in some markets, and reduced production due to lower capital investments in 1998 and 1999. However, prices for both oil and gas soon declined and were relatively lower in late 2001 and early 2002 as a result of the declining economy and relatively mild winter weather. Recently, prices of oil and gas have improved, to some extent due to unrest in the Middle East. It is not possible to accurately predict future trends. P-1 PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- -------- Net Profits $186,087 $429,278 Barrels produced 6,049 4,992 Mcf produced 74,762 69,569 Average price/Bbl $ 19.10 $ 28.85 Average price/Mcf $ 2.20 $ 5.33 As shown in the table above, total Net Profits decreased $243,191 (56.7%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. Of this decrease, approximately $59,000 and $234,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by increases of approximately $30,000 and $28,000, respectively, related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 1,057 barrels and 5,193 Mcf, respectively, for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. The increase in volumes of oil sold was primarily due to (i) a positive prior period volume adjustment on one significant well during the three months ended March 31, 2002 and (ii) an increase in production on another significant well due to the successful workover of that well during early 2001. These increases were partially offset by a positive prior period volume adjustment made by the operator on another significant well during the three months ended March 31, 2001. Average oil and gas prices decreased -26- to $19.10 per barrel and $2.20 per Mcf, respectively, for the three months ended March 31, 2002 from $28.85 per barrel and $5.33 per Mcf, respectively, for the three months ended March 31, 2001. Depletion of Net Profits Interests decreased $975 (3.1%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This decrease was primarily due to upward revisions in the estimates of remaining gas reserves at December 31, 2001. This decrease was substantially offset by the increases in volumes of oil and gas sold. As a percentage of Net Profits, this expense increased to 16.4% for the three months ended March 31, 2002 from 7.3% for the three months ended March 31, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the three months ended March 31, 2002 and 2001. As a percentage of Net Profits, these expenses increased to 24.4% for the three months ended March 31, 2002 from 10.7% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through March 31, 2002 were $14,234,558 or 131.71% of the Limited Partners' capital contributions. P-2 PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- -------- Net Profits $140,568 $340,356 Barrels produced 4,198 3,490 Mcf produced 60,363 56,754 Average price/Bbl $ 19.09 $ 28.83 Average price/Mcf $ 2.22 $ 5.46 As shown in the table above, total Net Profits decreased $199,788 (58.7%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. Of this decrease, approximately $41,000 and $196,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by increases of approximately $21,000 and $20,000, respectively, related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 708 barrels and 3,609 Mcf, respectively, for the three months ended March 31, 2002 as compared to the three months ended March 31, -27- 2001. The increase in volumes of oil sold was primarily due to (i) a positive prior period volume adjustment on one significant well during the three months ended March 31, 2002 and (ii) an increase in production on another significant well due to the successful workover of that well during early 2001. These increases were partially offset by a positive prior period volume adjustment made by the operator on another significant well during the three months ended March 31, 2001. Average oil and gas prices decreased to $19.09 per barrel and $2.22 per Mcf, respectively, for the three months ended March 31, 2002 from $28.83 per barrel and $5.46 per Mcf, respectively, for the three months ended March 31, 2001. Depletion of Net Profits Interests increased $441 (1.7%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to the increases in volumes of oil and gas sold. These increases were substantially 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 18.5% for the three months ended March 31, 2002 from 7.5% for the three months ended March 31, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses decreased $643 (1.6%) for the three months ended March 31, 2002 and 2001. As a percentage of Net Profits, these expenses increased to 28.5% for the three months ended March 31, 2002 from 12.0% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through March 31, 2002 were $10,861,561 or 120.56% of the Limited Partners' capital contributions. P-3 PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- -------- Net Profits $260,780 $633,942 Barrels produced 7,756 6,447 Mcf produced 112,707 106,086 Average price/Bbl $ 19.09 $ 28.84 Average price/Mcf $ 2.22 $ 5.46 As shown in the table above, total Net Profits decreased $373,162 (58.9%) for the three months ended March 31, 2002 -28- as compared to the three months ended March 31, 2001. Of this decrease, approximately $76,000 and $365,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by increases of approximately $38,000 and $36,000, respectively, related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 1,309 barrels and 6,621 Mcf, respectively, for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. The increase in volumes of oil sold was primarily due to (i) a positive prior period volume adjustment on one significant well during the three months ended March 31, 2002 and (ii) an increase in production on another significant well due to the successful workover of that well during early 2001. These increases were partially offset by a positive prior period volume adjustment made by the operator on another significant well during the three months ended March 31, 2001. Average oil and gas prices decreased to $19.09 per barrel and $2.22 per Mcf, respectively, for the three months ended March 31, 2002 from $28.84 per barrel and $5.46 per Mcf, respectively, for the three months ended March 31, 2001. Depletion of Net Profits Interests increased $1,014 (2.1%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to the increases in volumes of oil and gas sold. These increases were substantially 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 18.5% for the three months ended March 31, 2002 from 7.5% for the three months ended March 31, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the three months ended March 31, 2002 and 2001. As a percentage of Net Profits, these expenses increased to 24.4% for the three months ended March 31, 2002 from 9.9% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through March 31, 2002 were $19,810,401 or 116.78% of the Limited Partners' capital contributions. -29- P-4 PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- -------- Net Profits $336,090 $711,237 Barrels produced 8,839 5,862 Mcf produced 141,732 90,239 Average price/Bbl $ 20.07 $ 28.60 Average price/Mcf $ 2.03 $ 7.19 As shown in the table above, total Net Profits decreased $375,147 (52.7%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. Of this decrease, approximately $75,000 and $731,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by increases of approximately $85,000 and $370,000, respectively, related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 2,977 barrels and 51,493 Mcf, respectively, for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. 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 mid 2001. The increase in volumes of gas sold was primarily due to (i) a positive prior period gas balancing adjustment on one significant well during the three months ended March 31, 2002, (ii) an increase in production on one significant well due to the successful workover of that well during mid 2001, and (iii) increased production on several other wells due to the successful recompletion of those wells during mid 2001. Average oil and gas prices decreased to $20.07 per barrel and $2.03 per Mcf, respectively, for the three months ended March 31, 2002 from $28.60 per barrel and $7.19 per Mcf, respectively, for the three months ended March 31, 2001. Depletion of Net Profits Interests increased $14,831 (43.8%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This increase was primarily due to the increases in volumes of oil and gas sold. These increases were partially offset by upward revisions in the estimates of remaining oil reserves at December 31, 2001. As a percentage of Net Profits, this expense increased to 14.5% for the three months ended March 31, 2002 from 4.8% for the three months ended March 31, 2001. This percentage increase was primarily due the decreases in the average prices of oil and gas sold. -30- General and administrative expenses decreased $1,388 (2.7%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. As a percentage of Net Profits, these expenses increased to 14.7% for the three months ended March 31, 2002 from 7.2% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through March 31, 2002 were $15,730,945 or 124.55% of the Limited Partners' capital contributions. P-5 PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- -------- Net Profits $164,008 $881,354 Barrels produced 1,459 1,151 Mcf produced 99,400 140,730 Average price/Bbl $ 18.92 $ 29.14 Average price/Mcf $ 2.42 $ 7.02 As shown in the table above, total Net Profits decreased $717,346 (81.4%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. Of this decrease, approximately (i) $458,000 was related to a decrease in the average price of gas sold and (ii) $290,000 was related to a decrease in volumes of gas sold. Volumes of oil sold increased 308 barrels, while volumes of gas sold decreased 41,330 Mcf for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. The increase in volumes of oil sold was primarily due to positive prior period volume adjustments made by the operator on two significant wells during the three months ended March 31, 2002. The decrease in volumes of gas sold was primarily due to (i) the shutting-in of one significant well due to production difficulties during the three months ended March 31, 2002 and (ii) normal declines in production. As of the date of this Quarterly Report, management does not expect the shut-in well to return to production. Average oil and gas prices decreased to $18.92 per barrel and $2.42 per Mcf, respectively, for the three months ended March 31, 2002 from $29.14 per barrel and $7.02 per Mcf, respectively, for the three months ended March 31, 2001. -31- Depletion of Net Profits Interests decreased $5,913 (20.0%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. This decrease was primarily due to the decrease in volumes of gas sold. As a percentage of Net Profits, this expense increased to 14.4% for the three months ended March 31, 2002 from 3.4% for the three months ended March 31, 2001. This percentage increase was primarily due the decreases in the average prices of oil and gas sold. General and administrative expenses decreased $1,508 (3.1%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. As a percentage of Net Profits, these expenses increased to 28.8% for the three months ended March 31, 2002 from 5.5% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through March 31, 2002 were $11,015,759 or 93.00% of the Limited Partners' capital contributions. P-6 PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2001. Three Months Ended March 31, ---------------------------- 2002 2001 -------- ---------- Net Profits $323,906 $1,109,194 Barrels produced 3,654 3,472 Mcf produced 187,913 188,883 Average price/Bbl $ 18.95 $ 25.44 Average price/Mcf $ 2.32 $ 6.53 As shown in the table above, total Net Profits decreased $785,288 (70.8%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. Of this decrease, approximately $791,000 was related to a decrease in the average price of gas sold. Volumes of oil sold increased 182 barrels, while volumes of gas sold decreased 970 Mcf for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well due to production difficulties during the three months ended March 31, 2002. These decreases were substantially offset by (i) a positive prior period volume adjustment made by the purchaser during the three months ended March 31, 2002 and (ii) the P-6 Partnership's receipt of a reduced percentage of sales on one significant well during the three months ended March 31, 2001 due to gas -32- balancing. As of the date of this Quarterly Report, management does not expect the shut-in well to return to production. Average oil and gas prices decreased to $18.95 per barrel and $2.32 per Mcf, respectively, for the three months ended March 31, 2002 from $25.44 per barrel and $6.53 per Mcf, respectively, for the three months ended March 31, 2001. Depletion of Net Profits Interests increased $2,869 (5.5%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. As a percentage of Net Profits, this expense increased to 17.1% for the three months ended March 31, 2002 from 4.7% for the three months ended March 31, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses decreased $1,194 (2.1%) for the three months ended March 31, 2002 as compared to the three months ended March 31, 2001. As a percentage of Net Profits, these expenses increased to 16.8% for the three months ended March 31, 2002 from 5.0% for the three months ended March 31, 2001. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through March 31, 2002 were $15,459,248 or 108.08% of the Limited Partners' capital contributions. -33- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. -34- PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (b) Reports on Form 8-K. Current Report on Form 8-K filed during the first quarter of 2002: Date of Event: January 28, 2002 Date Filed with the SEC: January 28, 2002 Items Included: Item 5 - Other Events Item 7 - Exhibits -35- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: May 13, 2002 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: May 13, 2002 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -36-