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, 2003
Commission File Number:
P-1: 0-17800 P-4: 0-18308 P-6: 0-18937
P-3: 0-18306 P-5: 0-18637
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 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-3 73-1336573
P-1: 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
------ ------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
------ ------
-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,
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 301,788 $ 309,227
Accounts receivable:
Net Profits 238,097 195,043
---------- ----------
Total current assets $ 539,885 $ 504,270
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 770,931 726,622
---------- ----------
$1,310,816 $1,230,892
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 50,044) ($ 61,127)
Limited Partners, issued and
outstanding, 108,074 units 1,360,860 1,292,019
---------- ----------
Total Partners' capital $1,310,816 $1,230,892
========== ==========
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, 2003 AND 2002
(Unaudited)
2003 2002
---------- --------
REVENUES:
Net Profits $386,625 $186,087
Interest income 519 467
-------- --------
$387,144 $186,554
COSTS AND EXPENSES:
Depletion of Net Profits
Interests $ 25,725 $ 30,540
General and administrative
(Note 2) 40,964 45,372
-------- --------
$ 66,689 $ 75,912
-------- --------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $320,455 $110,642
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) 3,732 -
-------- --------
NET INCOME $324,187 $110,642
======== ========
GENERAL PARTNER - NET INCOME $ 34,346 $ 13,766
======== ========
LIMITED PARTNERS - NET INCOME $289,841 $ 96,876
======== ========
NET INCOME per unit $ 2.68 $ .90
======== ========
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, 2003 AND 2002
(Unaudited)
2003 2002
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $324,187 $110,642
Adjustments to reconcile net income
to net cash provided by operating
activities:
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) ( 3,732) -
Depletion of Net Profits
Interests 25,725 30,540
Increase in accounts receivable -
Net Profits ( 99,189) ( 6,508)
-------- --------
Net cash provided by operating
activities $246,991 $134,674
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 10,167) ($ 16,012)
-------- --------
Net cash used by investing
activities ($ 10,167) ($ 16,012)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($244,263) ($184,211)
-------- --------
Net cash used by financing
activities ($244,263) ($184,211)
-------- --------
NET DECREASE IN CASH AND CASH
EQUIVALENTS ($ 7,439) ($ 65,549)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 309,227 182,282
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $301,788 $116,733
======== ========
The accompanying condensed notes are an integral part of these
combined financial statements.
-4-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE NPI PARTNERSHIP P-3
COMBINED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 425,793 $ 433,562
Accounts receivable:
Net Profits 340,195 285,379
---------- ----------
Total current assets $ 765,988 $ 718,941
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 1,244,390 1,170,405
---------- ----------
$2,010,378 $1,889,346
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 34,853) ($ 51,594)
Limited Partners, issued and
outstanding, 169,637 units 2,045,231 1,940,940
---------- ----------
Total Partners' capital $2,010,378 $1,889,346
========== ==========
The accompanying condensed notes are an integral part of these
combined financial statements.
-5-
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, 2003 AND 2002
(Unaudited)
2003 2002
---------- --------
REVENUES:
Net Profits $548,756 $260,780
Interest income 730 705
-------- --------
$549,486 $261,485
COSTS AND EXPENSES:
Depletion of Net Profits
Interests $ 37,474 $ 48,305
General and administrative
(Note 2) 58,055 63,520
-------- --------
$ 95,529 $111,825
-------- --------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $453,957 $149,660
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) 4,070 -
-------- --------
NET INCOME $458,027 $149,660
======== ========
GENERAL PARTNER - NET INCOME $ 48,736 $ 19,243
======== ========
LIMITED PARTNERS - NET INCOME $409,291 $130,417
======== ========
NET INCOME per unit $ 2.41 $ .77
======== ========
UNITS OUTSTANDING 169,637 169,637
======== ========
The accompanying condensed notes are an integral part of these
combined financial statements.
-6-
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, 2003 AND 2002
(Unaudited)
2003 2002
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $458,027 $149,660
Adjustments to reconcile net income
to net cash provided by operating
activities:
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) ( 4,070) -
Depletion of Net Profits
Interests 37,474 48,305
Increase in accounts receivable -
Net Profits ( 150,528) ( 1,315)
-------- --------
Net cash provided by operating
activities $340,903 $196,650
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 12,770) ($ 20,035)
Proceeds from the sale of Net
Profits Interests 1,093 -
-------- --------
Net cash used by investing
activities ($ 11,677) ($ 20,035)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($336,995) ($268,572)
-------- --------
Net cash used by financing
activities ($336,995) ($268,572)
-------- --------
NET DECREASE IN CASH AND CASH
EQUIVALENTS ($ 7,769) ($ 91,957)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 433,562 266,929
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $425,793 $174,972
======== ========
The accompanying condensed notes are an integral part of these
combined financial statements.
-7-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE NPI PARTNERSHIP P-4
COMBINED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 451,281 $ 351,179
Accounts receivable:
Related Party (Note 2) - 416
Net Profits 428,324 376,603
---------- ----------
Total current assets $ 879,605 $ 728,198
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 474,154 448,053
---------- ----------
$1,353,759 $1,176,251
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 43,098) ($ 57,787)
Limited Partners, issued and
outstanding, 126,306 units 1,396,857 1,234,038
---------- ----------
Total Partners' capital $1,353,759 $1,176,251
========== ==========
The accompanying condensed notes are an integral part of these
combined financial statements.
-8-
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, 2003 AND 2002
(Unaudited)
2003 2002
---------- --------
REVENUES:
Net Profits $510,828 $336,090
Interest income 688 1,111
-------- --------
$511,516 $337,201
COSTS AND EXPENSES:
Depletion of Net Profits
Interests $ 27,959 $ 48,692
General and administrative
(Note 2) 45,000 49,487
-------- --------
$ 72,959 $ 98,179
-------- --------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $438,557 $239,022
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) ( 439) -
-------- --------
NET INCOME $438,118 $239,022
======== ========
GENERAL PARTNER - NET INCOME $ 46,299 $ 28,173
======== ========
LIMITED PARTNERS - NET INCOME $391,819 $210,849
======== ========
NET INCOME per unit $ 3.10 $ 1.67
======== ========
UNITS OUTSTANDING 126,306 126,306
======== ========
The accompanying condensed notes are an integral part of these
combined financial statements.
-9-
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, 2003 AND 2002
(Unaudited)
2003 2002
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $438,118 $239,022
Adjustments to reconcile net income
to net cash provided by operating
activities:
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) 439 -
Depletion of Net Profits
Interests 27,959 48,692
Decrease in accounts receivable -
related party 5 -
(Increase) decrease in accounts
receivable - Net Profits ( 106,219) 26,321
-------- --------
Net cash provided by operating
activities $360,302 $314,035
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures $ - ($ 37,824)
Proceeds from sale of Net Profits
Interests 410 2,883
-------- --------
Net cash provided (used) by investing
activities $ 410 ($ 34,941)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($260,610) ($415,267)
-------- --------
Net cash used by financing
activities ($260,610) ($415,267)
-------- --------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $100,102 ($136,173)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 351,179 420,602
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $451,281 $284,429
======== ========
The accompanying condensed notes are an integral part of these
combined financial statements.
-10-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE NPI PARTNERSHIP P-5
COMBINED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 381,918 $ 252,994
Accounts receivable:
Net Profits 134,169 65,132
---------- ----------
Total current assets $ 516,087 $ 318,126
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 656,688 612,748
---------- ----------
$1,172,775 $ 930,874
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 62,798) ($ 70,113)
Limited Partners, issued and
outstanding, 118,449 units 1,235,573 1,000,987
---------- ----------
Total Partners' capital $1,172,775 $ 930,874
========== ==========
The accompanying condensed notes are an integral part of these
combined financial statements.
-11-
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, 2003 AND 2002
(Unaudited)
2003 2002
---------- --------
REVENUES:
Net Profits $446,483 $164,008
Interest income 511 553
-------- --------
$446,994 $164,561
COSTS AND EXPENSES:
Depletion of Net Profits
Interests $ 16,325 $ 23,614
General and administrative
(Note 2) 42,820 47,176
-------- --------
$ 59,145 $ 70,790
-------- --------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $387,849 $ 93,771
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) 2,785 -
-------- --------
NET INCOME $390,634 $ 93,771
======== ========
GENERAL PARTNER - NET INCOME $ 20,048 $ 5,605
======== ========
LIMITED PARTNERS - NET INCOME $370,586 $ 88,166
======== ========
NET INCOME per unit $ 3.13 $ .74
======== ========
UNITS OUTSTANDING 118,449 118,449
======== ========
The accompanying condensed notes are an integral part of these
combined financial statements.
-12-
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, 2003 AND 2002
(Unaudited)
2003 2002
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $390,634 $ 93,771
Adjustments to reconcile net income
to net cash provided by operating
activities:
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) ( 2,785) -
Depletion of Net Profits
Interests 16,325 23,614
(Increase) decrease in accounts
receivable - Net Profits ( 138,649) 29,699
-------- --------
Net cash provided by operating
activities $265,525 $147,084
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 1,251) ($ 901)
Proceeds from the sale of Net
Profits Interests 13,383 -
-------- --------
Net cash provided (used) by investing
activities $ 12,132 ($ 901)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($148,733) ($142,211)
-------- --------
Net cash used by financing
activities ($148,733) ($142,211)
-------- --------
NET INCREASE IN CASH AND CASH
EQUIVALENTS $128,924 $ 3,972
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 252,994 171,708
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $381,918 $175,680
======== ========
The accompanying condensed notes are an integral part of these
combined financial statements.
-13-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
GEODYNE NPI PARTNERSHIP P-6
COMBINED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 570,060 $ 317,796
Accounts receivable:
Net Profits 170,732 146,070
---------- ----------
Total current assets $ 740,792 $ 463,866
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 1,360,038 1,196,952
---------- ----------
$2,100,830 $1,660,818
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 35,089) ($ 67,729)
Limited Partners, issued and
outstanding, 143,041 units 2,135,919 1,728,547
---------- ----------
Total Partners' capital $2,100,830 $1,660,818
========== ==========
The accompanying condensed notes are an integral part of these
combined financial statements.
-14-
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, 2003 AND 2002
(Unaudited)
2003 2002
---------- --------
REVENUES:
Net Profits $722,232 $323,906
Interest income 632 612
-------- --------
$722,864 $324,518
COSTS AND EXPENSES:
Depletion of Net Profits
Interests $ 34,394 $ 55,257
General and administrative
(Note 2) 49,645 54,423
-------- --------
$ 84,039 $109,680
-------- --------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $638,825 $214,838
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) 1,477 -
-------- --------
NET INCOME $640,302 $214,838
======== ========
GENERAL PARTNER - NET INCOME $ 66,930 $ 26,396
======== ========
LIMITED PARTNERS - NET INCOME $573,372 $188,442
======== ========
NET INCOME per unit $ 4.01 $ 1.32
======== ========
UNITS OUTSTANDING 143,041 143,041
======== ========
The accompanying condensed notes are an integral part of these
combined financial statements.
-15-
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, 2003 AND 2002
(Unaudited)
2003 2002
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $640,302 $214,838
Adjustments to reconcile net income
to net cash provided by operating
activities:
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) ( 1,477) -
Depletion of Net Profits
Interests 34,394 55,257
(Increase) decrease in accounts
receivable - Net Profits ( 231,079) 21,413
-------- --------
Net cash provided by operating
activities $442,140 $291,508
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 1,136) ($ 1,144)
Proceeds from sale of Net Profits
Interests 11,550 -
-------- --------
Net cash provided (used) by investing
activities $ 10,414 ($ 1,144)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($200,290) ($186,405)
-------- --------
Net cash used by financing
activities ($200,290) ($186,405)
-------- --------
NET INCREASE IN CASH AND CASH
CASH EQUIVALENTS $252,264 $103,959
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 317,796 187,301
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $570,060 $291,260
======== ========
The accompanying condensed notes are an integral part of these
combined financial statements.
-16-
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIPS
CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS
MARCH 31, 2003
(Unaudited)
1. ACCOUNTING POLICIES
-------------------
The combined balance sheets as of March 31, 2003, combined statements of
operations for the three months ended March 31, 2003 and 2002, and
combined statements of cash flows for the three months ended March 31,
2003 and 2002 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, 2003, the combined results of operations for the three months
ended March 31, 2003 and 2002, and the combined cash flows for the three
months ended March 31, 2003 and 2002.
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, 2002. The
results of operations for the period ended March 31, 2003 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.
-17-
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.
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.
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.
NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------
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). On January 1,
2003, the Partnerships adopted FAS No. 143 and recorded an increase in Net
Profits Interests, an increase (decrease) in net income for the cumulative
effect of the change in accounting principle, and an asset retirement
obligation, included in accounts receivable - Net Profits, in the
following approximate amounts for each Partnership:
-18-
Increase
(Decrease)
in
Net Income
for the
Change in Change in Asset
Net Profits Accounting Retirement
Partnerships Interests Principle Obligation
------------ ----------- ----------- ----------
P-1 $ 59,000 $4,000 $ 55,000
P-3 99,000 4,000 95,000
P-4 54,000 ( 400) 54,000
P-5 72,000 3,000 69,000
P-6 206,000 1,000 205,000
These amounts differ significantly from the estimates disclosed in the
Annual Report on Form 10-K for the year ended December 31, 2002 due to a
revision of the methodology used in calculating the change in Net Profits
Interests.
The asset retirement obligation will be adjusted upwards each quarter in
order to recognize accretion of the time-related discount factor. For the
three months ended March 31, 2003, the P-1, P-3, P-4, and P-5 Partnerships
recognized approximately $1,000 each and the P-6 Partnership recognized
approximately $2,000 of an increase in depreciation, depletion, and
amortization expense, which was comprised of accretion of the asset
retirement obligation and depletion of the increase in Net Profits
Interests.
If this accounting policy had been in effect on January 1, 2002, the
proforma impact on the P-1, P-3, P-4, P-5, and P-6 Partnerships during the
three months ended March 31, 2002 would have been an increase in
depreciation, depletion, and amortization expense of approximately $1,000,
$1,000, $1,000, $1,000, and $2,000.
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, 2003, the following payments were made to the General
Partner or its affiliates by the Partnerships:
-19-
Direct General Administrative
Partnership and Administrative Overhead
----------- ------------------ --------------
P-1 $12,524 $ 28,440
P-3 13,415 44,640
P-4 11,760 33,240
P-5 11,650 31,170
P-6 12,004 37,641
Affiliates of the Partnerships operate certain of the Partnerships'
properties and their policy is to bill the Partnerships for all customary
charges and cost reimbursements associated with their activities.
The accounts receivable - related party at December 31, 2002 for the P-4
Partnership represents accrued proceeds and interest due from the General
Partner for the sale of certain oil and gas properties during 2002. Such
amount was received in February 2003.
-20-
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
-21-
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-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, 2003 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-3, and P-4 Partnerships' Net Profits Interests totaled $16,012, $20,035,
and $37,824, respectively. The costs for the P-1 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 Partnership were indirectly incurred as a result of drilling and
recompletion activities on another property, the Donald #1 SWD in
Jefferson Davis Parish, Louisiana.
-22-
The Partnerships' termination date under the partnership agreements is
December 31, 2005. The General Partner may extend the terms of the
Partnerships for up to five two-year extension periods. The General
Partner has not yet determined whether it will extend the terms of any
Partnership. Accordingly, the financial statements have not been presented
on a liquidation basis because it is not probable that the Partnerships
will be terminated within the next year.
CRITICAL ACCOUNTING POLICIES
- ----------------------------
The Partnerships follow the successful efforts method of accounting for
their Net Profits Interests. Under the successful 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 any interest incurred to finance the acquisition,
for the period of time the properties are held by the General Partner.
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.
The Partnerships evaluate the recoverability of the carrying costs of
their Net Profits Interests in proved oil and gas properties for each oil
and gas field (rather than separately for each well). If the unamortized
costs of a Net Profits Interest within a field exceeds 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.
-23-
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 the 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 share of estimated total gas reserves
attributable to the underlying property, such excess is recorded as a
liability. The rates per Mcf used to calculate this 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 annual average production
costs per Mcf.
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). On January 1,
2003, the Partnerships adopted FAS No. 143 and recorded an increase in Net
Profits Interests, an increase (decrease) in net income for the cumulative
effect of the change in accounting principle, and an asset retirement
obligation, included in accounts receivable - Net Profits, in the
following approximate amounts for each Partnership:
-24-
Increase
(Decrease)
in
Net Income
for the
Change in Change in Asset
Net Profits Accounting Retirement
Partnerships Interests Principle Obligation
------------ ----------- ----------- ----------
P-1 $ 54,000 $4,000 $ 55,000
P-3 99,000 4,000 95,000
P-4 54,000 ( 400) 54,000
P-5 72,000 3,000 69,000
P-6 206,000 1,000 205,000
These amounts differ significantly from the estimates disclosed in the
Annual Report on Form 10-K for the year ended December 31, 2002 due to a
revision in the methodology used in calculating the change in Net Profits
Interests.
The asset retirement obligation will be adjusted upwards each quarter in
order to recognize accretion of the time-related discount factor. For the
three months ended March 31, 2003, the P-1, P-3, P-4, and P-5 Partnerships
recognized approximately $1,000 each and the P-6 Partnership recognized
approximately $2,000 of an increase in depreciation, depletion, and
amortization expense, which was comprised of accretion of the asset
retirement obligation and depletion of the increase in Net Profits
Interests.
PROVED RESERVES AND NET PRESENT VALUE
- -------------------------------------
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 future. Although every
reasonable effort has been made to ensure that these reserve estimates
represent the most accurate assessment possible, the significance of the
subjective decisions required and variances in available data for various
reservoirs make these estimates generally less precise than other
estimates presented in connection with financial statement disclosures.
-25-
The following tables summarize changes in net quantities of the
Partnerships' proved reserves, all of which are located in the United
States, for the periods indicated. The proved reserves were estimated by
petroleum engineers employed by affiliates of the Partnerships, and are
annually reviewed by an independent engineering firm. "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. The following
information includes certain gas balancing adjustments which cause the gas
volume to differ from the reserve reports prepared by the General Partner.
P-1 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 160,338 1,732,980
Production ( 5,158) ( 72,967)
Revisions of previous
estimates 2,141 37,033
------- ---------
Proved reserves, March 31, 2003 157,321 1,697,046
======= =========
P-3 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 216,687 2,901,481
Production ( 6,603) ( 106,976)
Revisions of previous
estimates 2,714 50,994
------- ---------
Proved reserves, March 31, 2003 212,798 2,845,499
======= =========
-26-
P-4 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 29,515 2,008,648
Production ( 6,220) ( 77,970)
Revisions of previous
estimates 1,803 24,331
------ ---------
Proved reserves, March 31, 2003 25,098 1,955,009
====== =========
P-5 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 44,787 2,206,895
Production ( 2,795) ( 86,929)
Revisions of previous
estimates 554 ( 5,324)
------ ---------
Proved reserves, March 31, 2003 42,546 2,114,642
====== =========
P-6 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 114,215 3,923,928
Production ( 5,202) ( 159,930)
Revisions of previous
estimates 1,871 7,777
------- ---------
Proved reserves, March 31, 2003 110,884 3,771,775
======= =========
-27-
In addition to the volume changes, the net present value of the
Partnerships' reserves may change dramatically as oil and gas prices change
or as volumes change for the reasons described above. 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.
The following table indicates the estimated net present value of the
Partnerships' proved reserves as of March 31, 2003 and December 31, 2002.
Net present value attributable to the Partnerships' proved reserves was
calculated on the basis of current costs and prices as of the date of
estimation. Such prices were not escalated except in certain circumstances
where escalations were fixed and readily determinable in accordance with
applicable contract provisions. Oil prices at March 31, 2003 ($27.75 per
barrel) were lower than the prices in effect on December 31, 2002 ($28.00
per barrel). Gas prices at March 31, 2003 ($5.06 per Mcf) were higher than
the prices in effect on December 31, 2002 ($4.74 per Mcf). The decrease in
oil prices and the increase in gas prices have caused the estimates of
remaining economically recoverable reserves, as well as the values placed
on said reserves, at March 31, 2003 to fluctuate from such estimates and
values at December 31, 2002. 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 March 31,
2003. There can be no assurance that the prices used in calculating the net
present value of the Partnerships' proved reserves at March 31, 2003 will
actually be realized for such production.
Net Present Value of Reserves
---------------------------------
Partnership 3/31/03 12/31/02
----------- ---------- ----------
P-1 $5,688,393 $5,642,679
P-3 8,961,296 8,815,258
P-4 5,575,462 5,421,152
P-5 5,647,135 5,458,958
P-6 9,781,974 9,389,940
RESULTS OF OPERATIONS
- ---------------------
GENERAL DISCUSSION
The following general discussion should be read in conjunction with the
analysis of results of operations provided below.
-28-
The primary source of liquidity and Partnership cash distributions comes
from the net revenues generated from the sale of oil and gas produced from
the Partnerships' oil and gas properties. The level of net revenues is
highly dependent upon the total volumes of oil and natural gas sold. Oil
and gas reserves are depleting assets and will experience production
declines over time, thereby likely resulting in reduced net revenues. The
level of net revenues is also highly dependent upon the prices received
for oil and gas sales, which prices have historically been very volatile
and may continue to be so.
Additionally, lower oil and natural gas prices may reduce the amount of
oil and gas that is economic to produce and reduce the Partnerships'
revenues and cash flow. Various factors beyond the Partnerships' control
will affect prices for oil and natural gas, such as:
* Worldwide and domestic supplies of oil and natural gas;
* The ability of the members of the Organization of Petroleum
Exporting Countries ("OPEC") to agree to and maintain oil prices
and production quotas;
* Political instability or armed conflict in oil-producing regions
or around major shipping areas;
* The level of consumer demand and overall economic activity;
* The competitiveness of alternative fuels;
* Weather conditions;
* The availability of pipelines for transportation; and
* Domestic and foreign government regulations and taxes.
Recently, while economic factors have been relatively unfavorable for oil
and natural gas demand, oil prices have benefited from the political
uncertainty associated with the increase in terrorist activities in parts
of the world. In the last few years, natural gas prices have varied
significantly, from low prices in late 2001 and early 2002, to rising
prices in the later part of 2002 and early 2003. The high natural gas
prices were associated with cold winter weather and decreased supply from
reduced capital investment for new drilling, while the low prices were
associated with warm winter weather and reduced economic activity. The
more recent increase in prices is the result of increased demand from
weather patterns, the pricing effect of relatively high oil prices and
increased concern about the ability of the industry to meet any
longer-term demand increases based upon current drilling activity.
It is not possible to predict the future direction of oil or natural gas
prices or whether the above discussed trends will remain. Operating costs,
including General and Administrative Expenses, may not decline over time
or may
-29-
experience only a gradual decline, thus adversely affecting net revenues
as either production or oil and natural gas prices decline. In any
particular period, net revenues may also be affected by either the receipt
of proceeds from property sales or the incursion of additional costs as a
result of well workovers, recompletions, new well drilling, and other
events.
P-1 PARTNERSHIP
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2002.
Three Months Ended March 31,
----------------------------
2003 2002
-------- --------
Net Profits $386,625 $186,087
Barrels produced 5,158 6,049
Mcf produced 72,967 74,762
Average price/Bbl $ 29.95 $ 19.10
Average price/Mcf $ 4.68 $ 2.20
As shown in the table above, total Net Profits increased $200,538 (107.8%)
for the three months ended March 31, 2003 as compared to the three months
ended March 31, 2002. Of this increase, approximately $56,000 and
$181,000, respectively, were related to increases in the average prices of
oil and gas sold. Volumes of oil and gas sold decreased 891 barrels and
1,795 Mcf, respectively, for the three months ended March 31, 2003 as
compared to the three months ended March 31, 2002. The decrease in volumes
of oil sold was primarily due to (i) normal declines in production and
(ii) a positive prior period volume adjustment on one significant well
during the three months ended March 31, 2002. Average oil and gas prices
increased to $29.95 per barrel and $4.68 per Mcf, respectively, for the
three months ended March 31, 2003 from $19.10 per barrel and $2.20 per
Mcf, respectively, for the three months ended March 31, 2002.
Depletion of Net Profits Interests decreased $4,815 (15.8%) for the three
months ended March 31, 2003 as compared to the three months ended March
31, 2002. This decrease was primarily due to the decreases in volumes of
oil and gas sold. As a percentage of Net Profits, this expense decreased
to 6.7% for the three months ended March 31, 2003 from 16.4% for the three
months ended March 31, 2002. This percentage decrease was primarily due to
the increases in the average prices of oil and gas sold.
-30-
General and administrative expenses decreased $4,408 (9.7%) for the three
months ended March 31, 2003 as compared to the three months ended March
31, 2002. As a percentage of Net Profits, these expenses decreased to
10.6% for the three months ended March 31, 2003 from 24.4% for the three
months ended March 31, 2002. This percentage decrease was primarily due to
the increase in Net Profits.
Cumulative cash distributions to the Limited Partners through March 31,
2003 were $14,841,558 or 137.33% of Limited Partners' capital
contributions.
P-3 PARTNERSHIP
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2002.
Three Months Ended March 31,
----------------------------
2003 2002
-------- --------
Net Profits $548,756 $260,780
Barrels produced 6,603 7,756
Mcf produced 106,976 112,707
Average price/Bbl $ 29.95 $ 19.09
Average price/Mcf $ 4.81 $ 2.22
As shown in the table above, total Net Profits increased $287,976 (110.4%)
for the three months ended March 31, 2003 as compared to the three months
ended March 31, 2002. Of this increase, approximately $72,000 and
$277,000, respectively, were related to increases in the average prices of
oil and gas sold. Volumes of oil and gas sold decreased 1,153 barrels and
5,731 Mcf, respectively, for the three months ended March 31, 2003 as
compared to the three months ended March 31, 2002. The decrease in volumes
of oil sold was primarily due to (i) normal declines in production and
(ii) a positive prior period volume adjustment on one significant well
during the three months ended March 31, 2002. Average oil and gas prices
increased to $29.95 per barrel and $4.81 per Mcf, respectively, for the
three months ended March 31, 2003 from $19.09 per barrel and $2.22 per
Mcf, respectively, for the three months ended March 31, 2002.
Depletion of Net Profits Interests decreased $10,831 (22.4%) for the three
months ended March 31, 2003 as compared to the three months ended March
31, 2002. This decrease was primarily due to the decreases in volumes of
oil and gas sold. As a percentage of Net Profits, this expense decreased
to 6.8% for the three months ended March 31, 2003 from 18.5% for the three
months ended March 31, 2002. This
-31-
percentage decrease was primarily due to the increases in the average
prices of oil and gas sold.
General and administrative expenses decreased $5,465 (8.6%) for the three
months ended March 31, 2003 as compared to the three months ended March
31, 2002. As a percentage of Net Profits, these expenses decreased to
10.6% for the three months ended March 31, 2003 from 24.4% for the three
months ended March 31, 2002. This percentage decrease was primarily due to
the increase in Net Profits.
Cumulative cash distributions to the Limited Partners through March 31,
2003 were $20,659,401 or 121.79% of Limited Partners' capital
contributions.
P-4 PARTNERSHIP
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2002.
Three Months Ended March 31,
----------------------------
2003 2002
-------- --------
Net Profits $510,828 $336,090
Barrels produced 6,220 8,839
Mcf produced 77,970 141,732
Average price/Bbl $ 31.60 $ 20.07
Average price/Mcf $ 5.24 $ 2.03
As shown in the table above, total Net Profits increased $174,738 (52.0%)
for the three months ended March 31, 2003 as compared to the three months
ended March 31, 2002. Of this increase, approximately (i) $72,000 and
$251,000, respectively, were related to increases in the average prices of
oil and gas sold and (ii) $34,000 was related to a decrease in production
expenses. These increases were partially offset by decreases of
approximately $53,000 and $129,000, respectively, related to decreases in
volumes of oil and gas sold. Volumes of oil and gas sold decreased 2,619
barrels and 63,762 Mcf, respectively, for the three months ended March 31,
2003 as compared to the three months ended March 31, 2002. The decrease in
volumes of oil sold was primarily due to increased production on several
wells during the three months ended March 31, 2002 due to successful
recompletions of those wells during mid 2001. The decrease 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 and (ii) increased production on two significant wells during the
three months ended March 31, 2002 due to successful workovers of those
wells during mid 2001. Average oil and gas prices increased to $31.60 per
barrel and $5.24 per Mcf, respectively, for the three months ended March
31, 2003 from $20.07 per barrel and $2.03 per Mcf, respectively, for the
three months ended March 31, 2002.
-32-
Depletion of Net Profits Interests decreased $20,733 (42.6%) for the three
months ended March 31, 2003 as compared to the three months ended March
31, 2002. This decrease was primarily due to the decreases in volumes of
oil and gas sold. As a percentage of Net Profits, this expense decreased
to 5.5% for the three months ended March 31, 2003 from 14.5% for the three
months ended March 31, 2002. This percentage decrease was primarily due to
the increases in the average prices of oil and gas sold.
General and administrative expenses decreased $4,487 (9.1%) for the three
months ended March 31, 2003 as compared to the three months ended March
31, 2002. As a percentage of Net Profits, these expenses decreased to 8.8%
for the three months ended March 31, 2003 from 14.7% for the three months
ended March 31, 2002. This percentage decrease was primarily due to the
increase in Net Profits.
Cumulative cash distributions to the Limited Partners through March 31,
2003 were $16,673,945 or 132.01% of Limited Partners' capital
contributions.
P-5 PARTNERSHIP
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2002.
Three Months Ended March 31,
----------------------------
2003 2002
-------- --------
Net Profits $446,483 $164,008
Barrels produced 2,795 1,459
Mcf produced 86,929 99,400
Average price/Bbl $ 31.57 $ 18.92
Average price/Mcf $ 5.19 $ 2.42
As shown in the table above, total Net Profits increased $282,475 (172.2%)
for the three months ended March 31, 2003 as compared to the three months
ended March 31, 2002. Of this increase, approximately $35,000 and
$241,000, respectively, were related to increases in the average prices of
oil and gas sold. These increases were partially offset by a decrease of
approximately $30,000 related to a decrease in volumes of gas sold.
Volumes of oil sold increased 1,336 barrels, while volumes of gas sold
decreased 12,471 Mcf for the three months ended March 31, 2003 as compared
to the three months ended March 31, 2002. The increase in volumes of oil
sold was primarily due to increased production on one significant well due
to the successful recompletion of that well during mid 2002. This increase
was partially offset by positive prior period volume adjustments made by
the operator on two other
-33-
significant wells during the three months ended March 31, 2002. The
decrease in volumes of gas sold was primarily due to (i) normal declines
in production and (ii) a positive prior period gas balancing adjustment on
one significant well during the three months ended March 31, 2002. Average
oil and gas prices increased to $31.57 per barrel and $5.19 per Mcf,
respectively, for the three months ended March 31, 2003 from $18.92 per
barrel and $2.42 per Mcf, respectively, for the three months ended March
31, 2002.
Depletion of Net Profits Interests decreased $7,289 (30.9%) for the three
months ended March 31, 2003 as compared to the three months ended March
31, 2002. This decrease was primarily due to several wells being fully
depleted in 2002 due to the lack of remaining economically recoverable
reserves. As a percentage of Net Profits, this expense decreased to 3.7%
for the three months ended March 31, 2003 from 14.4% for the three months
ended March 31, 2002. This percentage decrease was primarily due to the
increases in the average prices of oil and gas sold.
General and administrative expenses decreased $4,356 (9.2%) for the three
months ended March 31, 2003 as compared to the three months ended March
31, 2002. As a percentage of Net Profits, these expenses decreased to 9.6%
for the three months ended March 31, 2003 from 28.8% for the three months
ended March 31, 2002. This percentage decrease was primarily due to the
increase in Net Profits.
Cumulative cash distributions to the Limited Partners through March 31,
2003 were $11,559,759 or 97.59% of Limited Partners' capital
contributions.
P-6 PARTNERSHIP
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2002.
Three Months Ended March 31,
-----------------------------
2003 2002
-------- --------
Net Profits $722,232 $323,906
Barrels produced 5,202 3,654
Mcf produced 159,930 187,913
Average price/Bbl $ 29.85 $ 18.95
Average price/Mcf $ 4.87 $ 2.32
As shown in the table above, total Net Profits increased $398,326 (123.0%)
for the three months ended March 31, 2003 as compared to the three months
ended March 31, 2002. Of this increase, approximately $57,000 and
$406,000, respectively, were related to increases in the average prices of
oil and gas sold. These increases were partially
-34-
offset by a decrease of approximately $65,000 related to a decrease in
volumes of gas sold. Volumes of oil sold increased 1,548 barrels, while
volumes of gas sold decreased 27,983 Mcf for the three months ended March
31, 2003 as compared to the three months ended March 31, 2002. The
increase in volumes of oil sold was primarily due to (i) an increase in
production on one significant well due to the successful recompletion of
that well during late 2002 and (ii) an increase in production on another
significant well due to the successful workover of that well during late
2001 and early 2002. The decrease in volumes of gas sold was primarily due
to (i) normal declines in production and (ii) a positive prior period
volume adjustment made by the purchaser during the three months ended
March 31, 2002. Average oil and gas prices increased to $29.85 per barrel
and $4.87 per Mcf, respectively, for the three months ended March 31, 2003
from $18.95 per barrel and $2.32 per Mcf, respectively, for the three
months ended March 31, 2002.
Depletion of Net Profits Interests decreased $20,863 (37.8%) for the three
months ended March 31, 2003 as compared to the three months ended March
31, 2002. This decrease was primarily due to (i) several wells being fully
depleted in 2002 due to the lack of remaining economically recoverable
reserves and (ii) the decrease in volumes of gas sold. As a percentage of
Net Profits, this expense decreased to 4.8% for the three months ended
March 31, 2003 from 17.1% for the three months ended March 31, 2002. This
percentage decrease was primarily due to the increases in the average
prices of oil and gas sold.
General and administrative expenses decreased $4,778 (8.8%) for the three
months ended March 31, 2003 as compared to the three months ended March
31, 2002. As a percentage of Net Profits, these expenses decreased to 6.9%
for the three months ended March 31, 2003 from 16.8% for the three months
ended March 31, 2002. This percentage decrease was primarily due to the
increase in Net Profits.
Cumulative cash distributions to the Limited Partners through March 31,
2003 were $16,361,248 or 114.38% of Limited Partners' capital
contribution.
-35-
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
The Partnerships do not hold any market risk sensitive instruments.
ITEM 4. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the
Partnerships carried out an evaluation under the supervision and
with the participation of the Partnerships' management, including
their chief executive officer and chief financial officer, of the
effectiveness of the design and operation of the Partnerships'
disclosure controls and procedures pursuant to Rule 13a-14 of the
Securities Exchange Act of 1934. Based upon that evaluation, the
Partnerships' chief executive officer and chief financial officer
concluded that the Partnerships' disclosure controls and procedures
are effective in timely alerting them to material information
relating to the Partnerships required to be included in the
Partnerships' periodic filings with the SEC. There have been no
significant changes in the Partnerships' internal controls or in
other factors which could significantly affect the Partnerships'
internal controls subsequent to the date the Partnerships carried
out this evaluation.
-36-
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 for the P-1 Partnership.
99.2 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 for the P-3 Partnership.
99.3 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 for the P-4 Partnership.
99.4 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 for the P-5 Partnership.
99.5 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 for the P-6 Partnership.
(b) Reports on Form 8-K.
Current Report on Form 8-K filed during the first quarter of 2003:
Date of Event: January 28, 2003
Date Filed with SEC: January 28, 2003
Items Included: Item 5 - Other Events
Item 7 - Exhibits
-37-
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 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 14, 2003 By: /s/Dennis R. Neill
--------------------------------
(Signature)
Dennis R. Neill
President
Date: May 14, 2003 By: /s/Craig D. Loseke
--------------------------------
(Signature)
Craig D. Loseke
Chief Accounting Officer
-38-
CERTIFICATION
-------------
I, Dennis R. Neill, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-39-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 14th day of May, 2003.
//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)
-40-
CERTIFICATION
-------------
I, Craig D. Loseke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-41-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 14th day of May, 2003.
//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
-42-
CERTIFICATION
-------------
I, Dennis R. Neill, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income Limited Partnership P-3;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-43-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 14th day of May, 2003.
//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)
-44-
CERTIFICATION
-------------
I, Craig D. Loseke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income Limited Partnership P-3;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-45-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 14th day of May, 2003.
//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
-46-
CERTIFICATION
-------------
I, Dennis R. Neill, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income Limited Partnership P-4;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-47-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 14th day of May, 2003.
//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)
-48-
CERTIFICATION
-------------
I, Craig D. Loseke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income Limited Partnership P-4;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-49-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 14th day of May, 2003.
//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
-50-
CERTIFICATION
-------------
I, Dennis R. Neill, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income Limited Partnership P-5;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-51-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 14th day of May, 2003.
//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)
-52-
CERTIFICATION
-------------
I, Craig D. Loseke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income Limited Partnership P-5;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-53-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 14th day of May, 2003.
//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
-54-
CERTIFICATION
-------------
I, Dennis R. Neill, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income Limited Partnership P-6;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-55-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 14th day of May, 2003.
//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)
-56-
CERTIFICATION
-------------
I, Craig D. Loseke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income Limited Partnership P-6;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-57-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 14th day of May, 2003.
//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
-58-
INDEX TO EXHIBITS
-----------------
Exh.
No. Exhibit
- ---- -------
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the
Geodyne Institutional/Pension Energy Income P-1 Limited Partnership.
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the
Geodyne Institutional/Pension Energy Income Limited Partnership P-3.
99.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the
Geodyne Institutional/Pension Energy Income Limited Partnership P-4.
99.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the
Geodyne Institutional/Pension Energy Income Limited Partnership P-5.
99.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the
Geodyne Institutional/Pension Energy Income Limited Partnership P-6.
-59-