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 September 30, 1999 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 September 30, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 149,065 $ 99,454 Accounts receivable: Net Profits 182,759 108,440 ---------- ---------- Total current assets $ 331,824 $ 207,894 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,012,869 1,164,893 ---------- ---------- $1,344,693 $1,372,787 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 75,841) ($ 82,899) Limited Partners, issued and outstanding, 108,074 units 1,420,534 1,455,686 ---------- ---------- Total Partners' capital $1,344,693 $1,372,787 ---------- ---------- $1,344,693 $1,372,787 ========== ========== 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 SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- -------- REVENUES: Net Profits $229,741 $114,886 Interest income 1,119 4,241 Loss on sale of Net Profits Interests - ( 1,791) -------- -------- $230,860 $117,336 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 43,410 $ 48,122 General and administrative (Note 2) 29,901 30,953 -------- -------- $ 73,311 $ 79,075 -------- -------- NET INCOME $157,549 $ 38,261 ======== ======== GENERAL PARTNER - NET INCOME $ 19,550 $ 7,733 ======== ======== LIMITED PARTNERS - NET INCOME $137,999 $ 30,528 ======== ======== NET INCOME per unit $ 1.28 $ .28 ======== ======== 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 OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- ----------- REVENUES: Net Profits $585,395 $ 537,453 Interest income 3,063 10,466 Gain on sale of Net Profits Interests 698 474,007 -------- ---------- $589,156 $1,021,926 COSTS AND EXPENSES: Depletion of Net Profits Interests $160,727 $ 161,970 General and administrative (Note 2) 98,421 98,174 -------- ---------- $259,148 $ 260,144 -------- ---------- NET INCOME $330,008 $ 761,782 ======== ========== GENERAL PARTNER - NET INCOME $ 47,160 $ 48,152 ======== ========== LIMITED PARTNERS - NET INCOME $282,848 $ 713,630 ======== ========== NET INCOME per unit $ 2.62 $ 6.60 ======== ========== UNITS OUTSTANDING 108,074 108,074 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. 4 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-1 COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $330,008 $ 761,782 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 160,727 161,970 Gain on sale of Net Profits Interests ( 698) ( 474,007) (Increase) decrease in accounts receivable - Net Profits ( 74,319) 72,647 -------- ---------- Net cash provided by operating activities $415,718 $ 522,392 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 10,863) ($ 13,756) Proceeds from sale of Net Profits Interests 2,858 519,045 -------- ---------- Net cash provided (used) by investing activities ($ 8,005) $ 505,289 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($358,102) ($1,396,984) -------- ---------- Net cash used by financing activities ($358,102) ($1,396,984) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 49,611 ($ 369,303) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 99,454 503,622 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $149,065 $ 134,319 ======== ========== 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 125,109 $ 78,435 Accounts receivable: Net Profits 150,770 92,746 ---------- ---------- Total current assets $ 275,879 $ 171,181 NET PROFITS INTERESTS, net, utilizing the successful efforts method 876,962 1,001,498 ---------- ---------- $1,152,841 $1,172,679 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 62,710) ($ 70,704) Limited Partners, issued and outstanding, 90,094 units 1,215,551 1,243,383 ---------- ---------- Total Partners' capital $1,152,841 $1,172,679 ---------- ---------- $1,152,841 $1,172,679 ========== ========== 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 OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Net Profits $173,641 $89,003 Interest income 942 2,978 Loss on sale of Net Profits Interests - ( 1,378) -------- ------- $174,583 $90,603 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 35,812 $37,598 General and administrative (Note 2) 24,932 25,805 -------- ------- $ 60,744 $63,403 -------- ------- NET INCOME $113,839 $27,200 ======== ======= GENERAL PARTNER - NET INCOME $ 7,078 $ 2,715 ======== ======= LIMITED PARTNERS - NET INCOME $106,761 $24,485 ======== ======= NET INCOME per unit $ 1.18 $ .27 ======== ======= UNITS OUTSTANDING 90,094 90,094 ======== ======= The accompanying condensed notes are an integral part of these combined financial statements. 7 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Net Profits $455,894 $410,191 Interest income 2,458 7,625 Gain on sale of Net Profits Interests 652 253,637 -------- -------- $459,004 $671,453 COSTS AND EXPENSES: Depletion of Net Profits Interests $131,364 $125,373 General and administrative (Note 2) 82,061 81,952 -------- -------- $213,425 $207,325 -------- -------- NET INCOME $245,579 $464,128 ======== ======== GENERAL PARTNER - NET INCOME $ 17,411 $ 27,840 ======== ======== LIMITED PARTNERS - NET INCOME $228,168 $436,288 ======== ======== NET INCOME per unit $ 2.53 $ 4.84 ======== ======== UNITS OUTSTANDING 90,094 90,094 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 8 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $245,579 $ 464,128 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 131,364 125,373 Gain on sale of Net Profits Interests ( 652) ( 253,637) (Increase) decrease in accounts receivable - Net Profits ( 58,024) 62,728 -------- ---------- Net cash provided by operating activities $318,267 $ 398,592 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 8,846) ($ 17,394) Proceeds from sale of Net Profits Interests 2,670 359,875 -------- ---------- Net cash provided (used) by investing activities ($ 6,176) $ 342,481 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($265,417) ($1,005,330) -------- ---------- Net cash used by financing activities ($265,417) ($1,005,330) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 46,674 ($ 264,257) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 78,435 369,191 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $125,109 $ 104,934 ======== ========== 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 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 234,108 $ 146,246 Accounts receivable: Net Profits 279,911 170,389 ---------- ---------- Total current assets $ 514,019 $ 316,635 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,633,861 1,866,716 ---------- ---------- $2,147,880 $2,183,351 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 118,098) ($ 132,995) Limited Partners, issued and outstanding, 169,637 units 2,265,978 2,316,346 ---------- ---------- Total Partners' capital $2,147,880 $2,183,351 ---------- ---------- $2,147,880 $2,183,351 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 10 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- --------- REVENUES: Net Profits $322,339 $166,755 Interest income 1,866 5,626 Loss on sale of Net Profits Interests - ( 2,558) -------- -------- $324,205 $169,823 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 66,778 $ 70,090 General and administrative (Note 2) 46,938 48,580 -------- -------- $113,716 $118,670 -------- -------- NET INCOME $210,489 $ 51,153 ======== ======== GENERAL PARTNER - NET INCOME $ 13,103 $ 5,080 ======== ======== LIMITED PARTNERS - NET INCOME $197,386 $ 46,073 ======== ======== NET INCOME per unit $ 1.16 $ .27 ======== ======== UNITS OUTSTANDING 169,637 169,637 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 11 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- ----------- REVENUES: Net Profits $852,103 $ 764,416 Interest income 4,856 14,498 Gain on sale of Net Profits Interests 1,252 603,091 -------- ---------- $858,211 $1,382,005 COSTS AND EXPENSES: Depletion of Net Profits Interests $245,727 $ 232,939 General and administrative (Note 2) 154,359 154,282 -------- ---------- $400,086 $ 387,221 -------- ---------- NET INCOME $458,125 $ 994,784 ======== ========== GENERAL PARTNER - NET INCOME $ 32,493 $ 58,332 ======== ========== LIMITED PARTNERS - NET INCOME $425,632 $ 936,452 ======== ========== NET INCOME per unit $ 2.51 $ 5.52 ======== ========== UNITS OUTSTANDING 169,637 169,637 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. 12 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $458,125 $ 994,784 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 245,727 232,939 Gain on sale of Net Profits Interests ( 1,252) ( 603,091) (Increase) decrease in accounts receivable - Net Profits ( 109,522) 116,566 -------- ---------- Net cash provided by operating activities $593,078 $ 741,198 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 16,469) ($ 33,084) Proceeds from sale of Net Profits Interests 4,849 664,645 -------- ---------- Net cash provided (used) by investing activities ($ 11,620) $ 631,561 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($493,596) ($1,862,281) -------- ---------- Net cash used by financing activities ($493,596) ($1,862,281) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 87,862 ($ 489,522) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 146,246 685,628 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $234,108 $ 196,106 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. 13 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 170,976 $ 101,652 Accounts receivable: Net Profits 271,963 209,218 ---------- ---------- Total current assets $ 442,939 $ 310,870 NET PROFITS INTERESTS, net, utilizing the successful efforts method 929,123 1,092,574 ---------- ---------- $1,372,062 $1,403,444 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 84,564) ($ 93,853) Limited Partners, issued and outstanding, 126,306 units 1,456,626 1,497,297 ---------- ---------- Total Partners' capital $1,372,062 $1,403,444 ---------- ---------- $1,372,062 $1,403,444 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 14 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- -------- REVENUES: Net Profits $215,501 $138,857 Interest income 1,321 1,714 Loss on sale of Net Profits Interests - ( 238) -------- -------- $216,822 $140,333 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 50,628 $ 54,446 General and administrative (Note 2) 34,958 36,110 -------- -------- $ 85,586 $ 90,556 -------- -------- NET INCOME $131,236 $ 49,777 ======== ======== GENERAL PARTNER - NET INCOME $ 8,521 $ 4,581 ======== ======== LIMITED PARTNERS - NET INCOME $122,715 $ 45,196 ======== ======== NET INCOME per unit $ .97 $ .36 ======== ======== UNITS OUTSTANDING 126,306 126,306 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 15 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- -------- REVENUES: Net Profits $546,129 $557,503 Interest income 3,190 6,871 Gain on sale of Net Profits Interests 410 12,014 -------- -------- $549,729 $576,388 COSTS AND EXPENSES: Depletion of Net Profits Interests $164,883 $185,990 General and administrative (Note 2) 114,567 114,784 -------- -------- $279,450 $300,774 -------- -------- NET INCOME $270,279 $275,614 ======== ======== GENERAL PARTNER - NET INCOME $ 19,950 $ 20,877 ======== ======== LIMITED PARTNERS - NET INCOME $250,329 $254,737 ======== ======== NET INCOME per unit $ 1.98 $ 2.02 ======== ======== UNITS OUTSTANDING 126,306 126,306 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 16 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $270,279 $275,614 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 164,883 185,990 Gain on sale of Net Profits Interests ( 410) ( 12,014) (Increase) decrease in accounts receivable - Net Profits ( 62,745) 127,613 -------- -------- Net cash provided by operating activities $372,007 $577,203 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 6,102) ($ 4,726) Proceeds from sale of Net Profits Interests 5,080 14,895 -------- -------- Net cash provided (used) by investing activities ($ 1,022) $ 10,169 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($301,661) ($666,902) -------- -------- Net cash used by financing activities ($301,661) ($666,902) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 69,324 ($ 79,530) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 101,652 243,903 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $170,976 $164,373 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 17 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 187,309 $ 166,487 Accounts receivable: Net Profits 140,090 99,823 ---------- ---------- Total current assets $ 327,399 $ 266,310 NET PROFITS INTERESTS, net, utilizing the successful efforts method 847,189 991,179 ---------- ---------- $1,174,588 $1,257,489 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 70,578) ($ 79,248) Limited Partners, issued and outstanding, 118,449 units 1,245,166 1,336,737 ---------- ---------- Total Partners' capital $1,174,588 $1,257,489 ---------- ---------- $1,174,588 $1,257,489 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 18 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Net Profits $230,347 $189,220 Interest income 1,554 3,102 Gain on sale of Net Profits Interests - 803 -------- -------- $231,901 $193,125 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 49,457 $ 65,403 General and administrative (Note 2) 32,777 33,873 -------- -------- $ 82,234 $ 99,276 -------- -------- NET INCOME $149,667 $ 93,849 ======== ======== GENERAL PARTNER - NET INCOME $ 9,384 $ 7,154 ======== ======== LIMITED PARTNERS - NET INCOME $140,283 $ 86,695 ======== ======== NET INCOME per unit $ 1.19 $ .73 ======== ======== UNITS OUTSTANDING 118,449 118,449 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 19 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Net Profits $574,192 $619,716 Interest income 4,167 8,301 Gain on sale of Net Profits Interests - 340,817 -------- -------- $578,359 $968,834 COSTS AND EXPENSES: Depletion of Net Profits Interests $154,448 $185,027 General and administrative (Note 2) 107,702 107,554 -------- -------- $262,150 $292,581 -------- -------- NET INCOME $316,209 $676,253 ======== ======== GENERAL PARTNER - NET INCOME $ 21,780 $ 40,799 ======== ======== LIMITED PARTNERS - NET INCOME $294,429 $635,454 ======== ======== NET INCOME per unit $ 2.49 $ 5.36 ======== ======== UNITS OUTSTANDING 118,449 118,449 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 20 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $316,209 $676,253 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 154,448 185,027 Gain on sale of Net Profits Interests - ( 340,817) (Increase) decrease in accounts receivable - Net Profits ( 40,267) 57,895 -------- -------- Net cash provided by operating activities $430,390 $578,358 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 10,458) ($ 37,045) Proceeds from sale of Net Profits Interests - 368,485 -------- -------- Net cash provided (used) by investing activities ($ 10,458) $331,440 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($399,110) ($934,742) -------- -------- Net cash used by financing activities ($399,110) ($934,742) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 20,822 ($ 24,944) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 166,487 228,750 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $187,309 $203,806 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 21 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 311,145 $ 300,324 Accounts receivable: Net Profits 268,559 145,612 ---------- ---------- Total current assets $ 579,704 $ 445,936 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,769,587 2,065,846 ---------- ---------- $2,349,291 $2,511,782 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 88,204) ($ 106,642) Limited Partners, issued and outstanding, 143,041 units 2,437,495 2,618,424 ---------- ---------- Total Partners' capital $2,349,291 $2,511,782 ---------- ---------- $2,349,291 $2,511,782 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 22 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- --------- REVENUES: Net Profits $440,245 $256,471 Interest income 2,362 2,925 Loss on sale of Net Profits Interests - ( 1,421) -------- -------- $442,607 $257,975 COSTS AND EXPENSES: Depletion of Net Profits Interests $101,854 $110,826 General and administrative (Note 2) 39,578 40,901 -------- -------- $141,432 $151,727 -------- -------- NET INCOME $301,175 $106,248 ======== ======== GENERAL PARTNER - NET INCOME $ 19,015 $ 9,600 ======== ======== LIMITED PARTNERS - NET INCOME $282,160 $ 96,648 ======== ======== NET INCOME per unit $ 1.97 $ .67 ======== ======== UNITS OUTSTANDING 143,041 143,041 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. 23 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ----------- REVENUES: Net Profits $ 996,224 $ 873,844 Interest income 6,497 10,360 Gain on sale of Net Profits Interests - 133,104 ---------- ---------- $1,002,721 $1,017,308 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 306,049 $ 309,288 General and administrative (Note 2) 130,369 130,159 ---------- ---------- $ 436,418 $ 439,447 ---------- ---------- NET INCOME $ 566,303 $ 577,861 ========== ========== GENERAL PARTNER - NET INCOME $ 40,232 $ 40,747 ========== ========== LIMITED PARTNERS - NET INCOME $ 526,071 $ 537,114 ========== ========== NET INCOME per unit $ 3.68 $ 3.75 ========== ========== UNITS OUTSTANDING 143,041 143,041 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. 24 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $566,303 $ 577,861 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 306,049 309,288 Gain on sale of Net Profits Interests - ( 133,104) (Increase) decrease in accounts receivable - Net Profits ( 122,947) 163,102 -------- ---------- Net cash provided by operating activities $749,405 $ 917,147 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 11,281) ($ 41,351) Proceeds from sale of Net Profits Interests 1,491 147,747 -------- ---------- Net cash provided (used) by investing activities ($ 9,790) $ 106,396 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($728,794) ($1,132,755) -------- ---------- Net cash used by financing activities ($728,794) ($1,132,755) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 10,821 ($ 109,212) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 300,324 362,957 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $311,145 $ 253,745 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. 25 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS SEPTEMBER 30, 1999 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of September 30, 1999, combined statements of operations for the three and nine months ended September 30, 1999 and 1998, and combined statements of cash flows for the nine months ended September 30, 1999 and 1998 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 September 30, 1999, the combined results of operations for the three and nine months ended September 30, 1999 and 1998, and the combined cash flows for the nine months ended September 30, 1999 and 1998. 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, 1998. The results of operations for the period ended September 30, 1999 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. 26 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 September 30, 1999 the following payments were made to the General Partner or its affiliates by the Partnerships: 27 Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- P-1 $1,461 $28,440 P-2 1,223 23,709 P-3 2,298 44,640 P-4 1,718 33,240 P-5 1,607 31,170 P-6 1,937 37,641 During the nine months ended September 30, 1999 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- P-1 $13,101 $ 85,320 P-2 10,934 71,127 P-3 20,439 133,920 P-4 14,847 99,720 P-5 14,192 93,510 P-6 17,446 112,923 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. 28 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 29 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 September 30, 1999 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. 30 RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The most important variable affecting the Partnerships' revenues is the prices received for the sale of oil and gas. Due to the volatility of oil and gas prices, 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 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. In addition, crude oil prices in 1998 and early 1999 were at or near their lowest level in the past decade due primarily to the global surplus of crude oil. Oil prices have since rebounded primarily due to a decrease in the global oil surplus as a result of production curtailments by several major oil producing nations. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. P-1 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, -------------------------------- 1999 1998 -------- -------- Net Profits $229,741 $114,886 Barrels produced 5,492 5,573 Mcf produced 72,924 73,501 Average price/Bbl $ 21.48 $ 11.14 Average price/Mcf $ 2.30 $ 1.46 As shown in the table above, total Net Profits increased $114,855 (100%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Of this increase, approximately $57,000 and $61,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 81 barrels and 577 Mcf, respectively, for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Average oil and gas prices increased to $21.48 per barrel and $2.30 per Mcf, respectively, for the three months ended September 30, 1999 from $11.14 per barrel and $1.46 per Mcf, respectively, for the three months ended September 30, 1998. Depletion of Net Profits Interests decreased $4,712 (9.8%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of Net Profits, this expense decreased to 18.9% for the three months ended September 30, 1999 from 41.9% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $1,052 (3.4%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of Net Profits, these expenses decreased to 13.0% for the three months ended September 30, 1999 from 26.9% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increase in Net Profits. NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, ------------------------------- 1999 1998 -------- -------- Net Profits $585,395 $537,453 Barrels produced 19,288 20,530 Mcf produced 276,290 236,755 Average price/Bbl $ 15.00 $ 14.01 Average price/Mcf $ 1.81 $ 1.80 As shown in the table above, total Net Profits increased $47,942 (8.9%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this increase, approximately $71,000 was related to an increase in volumes of gas sold and approximately $19,000 was related to an increase in the average price of oil sold. These increases were partially offset by decreases of (i) approximately $17,000 related to a decrease in volumes of oil sold and (ii) approximately $27,000 related to an increase in production expenses incurred by the owners of the Working Interests. Volumes of oil sold decreased 1,242 barrels while volumes of gas sold increased 39,535 Mcf for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. The increase in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the operator during the nine months ended September 30, 1999 due to the payout of one significant well and (ii) the successful recompletion of one well during the fourth quarter of 1998. The increase in production expenses was primarily due to (i) a change in the timing of payment of ad valorem taxes, (ii) workover 31 expenses incurred on two significant wells during the nine months ended September 30, 1999 in order to improve the recovery of reserves, and (iii) lease operating expenses paid during the nine months ended September 30, 1999 related to prior periods on the well which reached payout. Average oil and gas prices increased to $15.00 per barrel and $1.81 per Mcf, respectively, for the nine months ended September 30, 1999 from $14.01 per barrel and $1.80 per Mcf, respectively, for the nine months ended September 30, 1998. The P-1 Partnership sold certain Net Profits Interests during the nine months ended September 30, 1999 and recognized a $698 gain on such sales. Sales of Net Profits Interests during the nine months ended September 30, 1998 resulted in the P-1 Partnership recognizing similar gains of $474,007. Depletion of Net Profits Interests decreased $1,243 (0.8%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of Net Profits, this expense decreased to 27.5% for the nine months ended September 30, 1999 from 30.1% for the nine months ended September 30, 1998. General and administrative expenses remained relatively constant for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of Net Profits, these expenses decreased to 16.8% for the nine months ended September 30, 1999 from 18.3% for the nine months ended September 30, 1998. Cumulative cash distributions to the Limited Partners through September 30, 1999 were $11,800,558 or 109.19% of the Limited Partners' capital contributions. P-2 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, ------------------------------- 1999 1998 -------- ------- Net Profits $173,641 $89,003 Barrels produced 3,869 3,862 Mcf produced 60,719 61,006 Average price/Bbl $ 21.55 $ 11.00 Average price/Mcf $ 2.29 $ 1.52 As shown in the table above, total Net Profits increased $84,638 (95.1%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Of this increase, approximately $41,000 and $47,000, 32 respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil sold increased 7 barrels while volumes of gas sold decreased 287 Mcf for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Average oil and gas prices increased to $21.55 per barrel and $2.29 per Mcf, respectively, for the three months ended September 30, 1999 from $11.00 per barrel and $1.52 per Mcf, respectively, for the three months ended September 30, 1998. Depletion of Net Profits Interests decreased $1,786 (4.8%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of Net Profits, this expense decreased to 20.6% for the three months ended September 30, 1999 from 42.2% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $873 (3.4%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of Net Profits, these expenses decreased to 14.4% for the three months ended September 30, 1999 from 29.0% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increase in Net Profits. NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, ------------------------------- 1999 1998 -------- -------- Net Profits $455,894 $410,191 Barrels produced 13,756 14,384 Mcf produced 225,347 194,383 Average price/Bbl $ 14.99 $ 13.95 Average price/Mcf $ 1.86 $ 1.83 As shown in the table above, total Net Profits increased $45,703 (11.1%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this increase, approximately $57,000 was related to an increase in volumes of gas sold and approximately $14,000 and $7,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of (i) approximately $9,000 related to a decrease in volumes of oil sold and (ii) approximately $24,000 related to an increase in production expenses incurred by the owners of the Working Interests. Volumes of oil sold decreased 628 barrels while volumes of gas sold increased 30,964 Mcf for the nine months ended September 30, 1999 as compared to the nine months ended 33 September 30, 1998. The increase in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the operator during the nine months ended September 30, 1999 due to the payout of one significant well and (ii) the successful recompletion of one well during the fourth quarter of 1998. The increase in production expenses was primarily due to (i) a change in the timing of payment of ad valorem taxes, (ii) workover expenses incurred on two significant wells during the nine months ended September 30, 1999 in order to improve the recovery of reserves, and (iii) lease operating expenses paid during the nine months ended September 30, 1999 related to prior periods on the well which reached payout. Average oil and gas prices increased to $14.99 per barrel and $1.86 per Mcf, respectively, for the nine months ended September 30, 1999 from $13.95 per barrel and $1.83 per Mcf, respectively, for the nine months ended September 30, 1998. The P-2 Partnership sold certain Net Profits Interests during the nine months ended September 30, 1999 and recognized a $652 gain on such sales. Sales of Net Profits Interests during the nine months ended September 30, 1998 resulted in the P-2 Partnership recognizing similar gains of $253,637. Depletion of Net Profits Interests increased $5,991 (4.8%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of Net Profits, this expense decreased to 28.8% for the nine months ended September 30, 1999 from 30.6% for the nine months ended September 30, 1998. General and administrative expenses remained relatively constant for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of Net Profits, these expenses decreased to 18.0% for the nine months ended September 30, 1999 from 20.0% for the nine months ended September 30, 1998. This percentage decrease was primarily due to the increase in Net Profits. The P-2 Partnership should achieve payout during the three months ended December 31, 1999. After payout, operations and revenues for the P-2 Partnership will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses are allocated 5% to the General Partner and 95% to the Limited Partners. See the Partnerships' Annual Report on Form 10-K for the year ended December 31, 1998 for a further discussion of pre and post payout allocations of income and expense. 34 Cumulative cash distributions to the Limited Partners through September 30, 1999 were $8,979,561 or 99.67% of the Limited Partners' capital contributions. P-3 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, -------------------------------- 1999 1998 -------- -------- Net Profits $322,339 $166,755 Barrels produced 7,152 7,192 Mcf produced 113,597 114,354 Average price/Bbl $ 21.57 $ 11.05 Average price/Mcf $ 2.29 $ 1.52 As shown in the table above, total Net Profits increased $155,584 (93.3%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Of this increase, approximately $75,000 and $87,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 40 barrels and 757 Mcf, respectively, for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Average oil and gas prices increased to $21.57 per barrel and $2.29 per Mcf, respectively, for the three months ended September 30, 1999 from $11.05 per barrel and $1.52 per Mcf, respectively, for the three months ended September 30, 1998. Depletion of Net Profits Interests decreased $3,312 (4.7%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of Net Profits, this expense decreased to 20.7% for the three months ended September 30, 1999 from 42.0% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $1,642 (3.4%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of Net Profits, these expenses decreased to 14.6% for the three months ended September 30, 1999 from 29.1% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increase in Net Profits. 35 NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, ------------------------------- 1999 1998 -------- -------- Net Profits $852,103 $764,416 Barrels produced 25,502 26,651 Mcf produced 422,909 363,554 Average price/Bbl $ 14.98 $ 13.96 Average price/Mcf $ 1.87 $ 1.84 As shown in the table above, total Net Profits increased $87,687 (11.5%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this increase, approximately $109,000 was related to an increase in volumes of gas sold and approximately $26,000 and $13,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of (i) approximately $16,000 related to a decrease in volumes of oil sold and (ii) approximately $44,000 related to an increase in production expenses incurred by the owners of the Working Interests. Volumes of oil sold decreased 1,149 barrels while volumes of gas sold increased 59,355 Mcf for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. The increase in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the operator during the nine months ended September 30, 1999 due to the payout of one significant well and (ii) the successful recompletion of one well during the fourth quarter of 1998. The increase in production expenses was primarily due to (i) a change in the timing of payment of ad valorem taxes, (ii) workover expenses incurred on two significant wells during the nine months ended September 30, 1999 in order to improve the recovery of reserves, and (iii) lease operating expenses paid during the nine months ended September 30, 1999 related to prior periods on the well which reached payout. Average oil and gas prices increased to $14.98 per barrel and $1.87 per Mcf, respectively, for the nine months ended September 30, 1999 from $13.96 per barrel and $1.84 per Mcf, respectively, for the nine months ended September 30, 1998. The P-3 Partnership sold certain Net Profits Interests during the nine months ended September 30, 1999 and recognized a $1,252 gain on such sales. Sales of Net Profits Interests during the nine months ended September 30, 1998 resulted in the P-3 Partnership recognizing similar gains of $603,091. 36 Depletion of Net Profits Interests increased $12,788 (5.5%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of Net Profits, this expense decreased to 28.8% for the nine months ended September 30, 1999 from 30.5% for the nine months ended September 30, 1998. General and administrative expenses remained relatively constant for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of Net Profits, these expenses decreased to 18.1% for the nine months ended September 30, 1999 from 20.2% for the nine months ended September 30, 1998. This percentage decrease was primarily due to the increase in Net Profits. Cumulative cash distributions to the Limited Partners through September 30, 1999 were $16,235,401 or 95.71% of the Limited Partners' capital contributions. P-4 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, -------------------------------- 1999 1998 -------- -------- Net Profits $215,501 $138,857 Barrels produced 4,416 3,835 Mcf produced 81,223 82,033 Average price/Bbl $ 20.10 $ 11.96 Average price/Mcf $ 2.51 $ 1.99 As shown in the table above, total Net Profits increased $76,644 (55.2%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Of this increase, approximately $36,000 and $42,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil sold increased 581 barrels, while volumes of gas sold decreased 810 Mcf for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. The increase in volumes of oil sold was primarily due to increased production on one significant well during the three months ended September 30, 1999 following a successful workover. Average oil and gas prices increased to $20.10 per barrel and $2.51 per Mcf for the three months ended September 30, 1999 from $11.96 per barrel and $1.99 per Mcf for the three months ended September 30, 1998. 37 Depletion of Net Profits Interests decreased $3,818 (7.0%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of Net Profits, this expense decreased to 23.5% for the three months ended September 30, 1999 from 39.2% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $1,152 (3.2%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of Net Profits, these expenses decreased to 16.2% for the three months ended September 30, 1999 from 26.0% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increase in Net Profits. NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, ------------------------------- 1999 1998 -------- -------- Net Profits $546,129 $557,503 Barrels produced 13,493 13,111 Mcf produced 269,857 280,161 Average price/Bbl $ 15.28 $ 13.03 Average price/Mcf $ 2.10 $ 2.16 As shown in the table above, total Net Profits decreased $11,374 (2.0%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this decrease, approximately $22,000 was related to a decrease in volumes of gas sold, approximately $17,000 was related to a decrease in the average price of gas sold, and approximately $8,000 was related to an increase in production expenses incurred by the owners of the Working Interests. These decreases were partially offset by increases of (i) approximately $30,000 related to an increase in the average price of oil sold and (ii) approximately $5,000 related to an increase in volumes of oil sold. Volumes of oil sold increased 382 barrels while volumes of gas sold decreased 10,304 Mcf for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. The increase in production expenses was primarily due to workover expenses incurred on one significant well during the nine months ended September 30, 1999. Average oil prices increased to $15.28 per barrel for the nine months ended September 30, 1999 from $13.03 per barrel for the nine months ended September 30, 1998. Average gas prices decreased to $2.10 per Mcf for the nine 38 months ended September 30, 1999 from $2.16 per Mcf for the nine months ended September 30, 1998. Depletion of Net Profits Interests decreased $21,107 (11.3%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. This decrease was primarily due to (i) the decrease in volumes of gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1998. As a percentage of Net Profits, this expense decreased to 30.2% for the nine months ended September 30, 1999 from 33.4% for the nine months ended September 30, 1998. General and administrative expenses remained relatively constant for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of Net Profits, these expenses remained relatively constant at 21.0% for the nine months ended September 30, 1999 and 20.6% for the nine months ended September 30, 1998. The P-4 Partnership should achieve payout during the three months ended December 31, 1999. After payout, operations and revenues for the P-4 Partnership will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses are allocated 5% to the General Partner and 95% to the Limited Partners. See the Partnerships' Annual Report on Form 10-K for the year ended December 31, 1998 for a further discussion of pre and post payout allocations of income and expense. Cumulative cash distributions to the Limited Partners through September 30, 1999 were $12,478,945 or 98.80% of the Limited Partners' capital contributions. P-5 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, -------------------------------- 1999 1998 -------- -------- Net Profits $230,347 $189,220 Barrels produced 1,417 1,771 Mcf produced 116,176 141,478 Average price/Bbl $ 21.56 $ 15.53 Average price/Mcf $ 2.32 $ 1.64 As shown in the table above, total Net Profits increased $41,127 (21.7%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 39 1998. Of this increase, approximately $9,000 and $79,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $5,000 and $41,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 354 barrels and 25,302 Mcf, respectively, for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. The decrease in volumes of oil sold was primarily due to positive prior period volume adjustments made by the operators on two significant wells during the three months ended September 30, 1998. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the purchasers on several wells during the three months ended September 30, 1998. Average oil and gas prices increased to $21.56 per barrel and $2.32 per Mcf, respectively, for the three months ended September 30, 1999 from $15.53 per barrel and $1.64 per Mcf, respectively, for the three months ended September 30, 1998. Depletion of Net Profits Interests decreased $15,946 (24.4%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) one significant well being fully depleted in 1998 due to the lack of remaining reserves. As a percentage of Net Profits, this expense decreased to 21.5% for the three months ended September 30, 1999 from 34.6% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $1,096 (3.2%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of Net Profits, these expenses decreased to 14.2% for the three months ended September 30, 1999 from 17.9% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increase in Net Profits. NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, ------------------------------- 1999 1998 -------- -------- Net Profits $574,192 $619,716 Barrels produced 5,378 5,171 Mcf produced 357,095 399,271 Average price/Bbl $ 15.84 $ 15.17 Average price/Mcf $ 1.89 $ 1.87 40 As shown in the table above, total Net Profits decreased $45,524 (7.3%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this decrease, approximately $79,000 was related to a decrease in volumes of gas sold, which decrease was partially offset by increases of (i) approximately $6,000 related to an increase in the average price of gas sold and (ii) approximately $20,000 related to a decrease in production expenses incurred by the owners of the Working Interests. Volumes of oil sold increased 207 barrels while volumes of gas sold decreased 42,176 Mcf for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the purchasers on several wells during the nine months ended September 30, 1998. Average oil and gas prices increased to $15.84 per barrel and $1.89 per Mcf, respectively, for the nine months ended September 30, 1999 from $15.17 per barrel and $1.87 per Mcf, respectively, for the nine months ended September 30, 1998. The P-5 Partnership sold certain Net Profits Interests during the nine months ended September 30, 1998 and recognized a $340,817 gain on such sales. No such gains were recognized on sales of Net Profits Interests during the nine months ended September 30, 1999. Depletion of Net Profits Interests decreased $30,579 (16.5%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. This decrease was primarily due to (i) the decrease in volumes of gas sold and (ii) one significant well being fully depleted in 1998 due to the lack of remaining reserves. As a percentage of Net Profits, this expense decreased to 26.9% for the nine months ended September 30, 1999 from 29.9% for the nine months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depletion of Net Profits Interests. General and administrative expenses remained relatively constant for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of Net Profits, these expenses increased to 18.8% for the nine months ended September 30, 1999 from 17.4% for the nine months ended September 30, 1998. Cumulative cash distributions to the Limited Partners through September 30, 1999 were $7,811,759 or 65.95% of the Limited Partners' capital contributions. P-6 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1998. Three Months Ended September 30, -------------------------------- 1999 1998 -------- -------- Net Profits $440,245 $256,471 Barrels produced 5,560 3,172 Mcf produced 215,064 249,092 Average price/Bbl $ 19.42 $ 14.45 Average price/Mcf $ 2.36 $ 1.61 As shown in the table above, total Net Profits increased $183,774 (71.7%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. Of this increase, approximately $28,000 and $160,000, respectively, were related to increases in the average prices of oil and gas sold and approximately $35,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $55,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 2,388 barrels while volumes of gas sold decreased 34,028 Mcf for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. The increase in volumes of oil sold was primarily due to positive prior period volume adjustments made by the purchasers on several wells during the three months ended September 30, 1999. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the purchaser on one significant well during the three months ended September 30, 1998. Average oil and gas prices increased to $19.42 per barrel and $2.36 per Mcf, respectively, for the three months ended September 30, 1999 from $14.45 per barrel and $1.61 per Mcf, respectively, for the three months ended September 30, 1998. Depletion of Net Profits Interests decreased $8,972 (8.1%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of Net Profits, this expense decreased to 23.1% for the three months ended September 30, 1999 from 43.2% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. 41 General and administrative expenses decreased $1,323 (3.2%) for the three months ended September 30, 1999 as compared to the three months ended September 30, 1998. As a percentage of Net Profits, these expenses decreased to 9.0% for the three months ended September 30, 1999 from 15.9% for the three months ended September 30, 1998. This percentage decrease was primarily due to the increase in Net Profits. NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998. Nine Months Ended September 30, ------------------------------- 1999 1998 -------- -------- Net Profits $996,224 $873,844 Barrels produced 14,798 10,069 Mcf produced 657,672 687,862 Average price/Bbl $ 15.27 $ 14.21 Average price/Mcf $ 1.88 $ 1.81 As shown in the table above, total Net Profits increased $122,380 (14.0%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. Of this increase, approximately $67,000 was related to an increase in volumes of oil sold, approximately $16,000 and $49,000, respectively, were related to increases in the average prices of oil and gas sold, and approximately $45,000 was related to a decrease in production expenses incurred by the owners of the Working Interests. These increases were partially offset by a decrease of approximately $55,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 4,729 barrels while volumes of gas sold decreased 30,190 Mcf for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. The increase in volumes of oil sold was primarily due to (i) positive prior period volume adjustments made by the purchasers on several wells during the nine months ended September 30, 1999 and (ii) the receipt of revenues on a well which paid out in late 1998. The decrease in production expenses was primarily due to a decrease in repair and maintenance expenses on several wells during the nine months ended September 30, 1999. Average oil and gas prices increased to $15.27 per barrel and $1.88 per Mcf, respectively, for the nine months ended September 30, 1999 from $14.21 per barrel and $1.81 per Mcf, respectively, for the nine months ended September 30, 1998. The P-6 Partnership sold certain Net Profits Interests during the nine months ended September 30, 1998 and recognized a $133,104 gain on such sales. No such gains were recognized on sales of Net Profits Interest during the nine months ended September 30, 1999. 42 Depletion of Net Profits Interests decreased $3,239 (1.0%) for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of Net Profits, this expense decreased to 30.7% for the nine months ended September 30, 1999 from 35.4% for the nine months ended September 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the nine months ended September 30, 1999 as compared to the nine months ended September 30, 1998. As a percentage of Net Profits, these expenses decreased to 13.1% for the nine months ended September 30, 1999 from 14.9% for the nine months ended September 30, 1998. This percentage decrease was primarily due to the increase in Net Profits. Cumulative cash distributions to the Limited Partners through September 30, 1999 were $10,485,248 or 73.30% of the Limited Partners' capital contributions. YEAR 2000 COMPUTER ISSUES - ------------------------- IN GENERAL The Year 2000 Issue ("Y2K") refers to the inability of computer and other information technology systems to properly process date and time information, stemming from the earlier programming practice of using two digits rather than four to represent the year in a date. For example, computer programs and imbedded chips that are date sensitive may recognize a date using (00) as the year 1900 rather than the year 2000. The consequence of Y2K is that computer and imbedded processing systems may be at risk of malfunctioning, particularly during the transition from 1999 to 2000. The effects of Y2K are exacerbated by the interdependence of computer and telecommunication systems throughout the world. This interdependence also exists among the Partnerships, Samson Investment Company and its affiliates ("Samson"), and their vendors, customers, and business partners, as well as with regulators. The potential risks associated with Y2K for an oil and gas production company fall into three general areas: (i) financial, leasehold and administrative computer systems, (ii) imbedded systems in field process control units, and (iii) third party exposures. As discussed below, General Partner does not believe that these risks will be material to the Partnerships' operations. 43 The Partnerships' business is producing oil and gas. The day-to-day production of the Partnerships' oil and gas is not dependent on computers or equipment with imbedded chips. As further discussed below, management anticipates that the Partnerships' daily business activities will not be materially affected by Y2K. The Partnerships rely on Samson to provide all of their operational and administrative services on either a direct or indirect basis. Samson has addressed each of the three Y2K areas discussed above through a readiness process that: 1. increased the awareness of the issue among key employees; 2. identified areas of potential risk; 3. assessed the relative impact of these risks and Samson's ability to manage them; and 4. remediated the risks on a priority basis wherever possible. One of Samson Investment Company's Executive Vice Presidents is responsible for communicating to its Board of Directors Y2K actions and for the ultimate implementation of its Y2K plan. He has delegated to Samson Investment Company's Senior Vice President-Technology and Administrative Services principal responsibility for ensuring Y2K compliance within Samson. Samson has been planning for the impact of Y2K on its information technology systems since 1993. As of November 1, 1999, Samson is in the final stages of implementation of a Y2K plan, as summarized below: FINANCIAL AND ADMINISTRATIVE SYSTEMS 1. Awareness. Samson has alerted its officers, managers and supervisors of Y2K issues and asked them to have their employees participate in the identification of potential Y2K risks which might otherwise go unnoticed by higher level employees and officers. As a result, awareness of the issue is considered high. 2. Risk Identification. Samson's most significant financial and administrative systems exposure is the Y2K status of the accounting and land administration system used to collect and manage data for internal management decision making and for external revenue and accounts payable purposes. Other concerns include network hardware and software, desktop computing hardware and software, telecommunications, and office space readiness. 44 3. Risk Assessment. The failure to identify and correct a material Y2K problem could result in inaccurate or untimely financial information for management decision-making or cash flow and payment purposes, including maintaining oil and gas leases. 4. Remediation. Since 1993, Samson has been upgrading its accounting and land administration software. All of the Y2K upgrades have been completed. In addition, in 1997 and 1998 Samson replaced or applied software patches to substantially all of its network and desktop software applications and believes them to be currently Y2K compliant. The costs of all such risk assessments and remediation were not material to the Partnerships. 5. Contingency Planning. Notwithstanding the foregoing, should there be significant unanticipated disruptions in Samson's financial and administrative systems, all of the accounting processes that are currently automated will need to be performed manually. Samson has communicated to its management team the importance of having adequate staff available to manually perform necessary functions to minimize disruptions. IMBEDDED SYSTEMS 1. Awareness. Samson's Y2K program has involved all levels of field personnel from production foremen and higher. Employees at all levels of the organization have been asked to participate in the identification of potential Y2K risks, which might otherwise go unnoticed by higher level employees and officers of Samson, and as a result, awareness of the issue is considered high. 2. Risk Identification. Samson has inventoried all possible exposures to imbedded chips and systems. Such exposures can be classified as either (i) oil and gas production and processing equipment or (ii) office machines such as faxes, copiers, phones, etc. With respect to oil and gas production and processing equipment, neither Samson nor the Partnerships operate offshore wells, significant processing plants, or wells with older electronic monitoring systems. As a result, Samson's inventory identified less than 10 applications using imbedded chips. All of these have been tested by the respective vendors and have been found to be Y2K compliant or have been upgraded or replaced. 45 Office machines have been tested by Samson and vendors and are believed to be compliant. 3. Risk Assessment and Remediation. The failure to identify and correct a material Y2K problem in an imbedded system could result in outcomes ranging from errors in data reporting to curtailments or shutdowns in production. As noted above, Samson has identified less than 10 imbedded system applications all of which have been made compliant or replaced. None of these applications are believed to be material to Samson or the Partnerships. Samson believes that sufficient manual processes are available to minimize any field level risk and that there will be no material impact on the Partnerships with respect to these applications. 4. Contingency Planning. Should material production disruptions occur as a result of Y2K failures in field operations, Samson will utilize its existing field personnel in an attempt to avoid any material impact on operating cash flow. Samson is not able to quantify any potential exposure in the event of systems failure or inadequate manual alternatives. THIRD PARTY EXPOSURES 1. Awareness. Samson has advised management to consider Y2K implications with its outside vendors, customers, and business partners. Management has been asked to participate in the identification of potential third party Y2K risks and, as a result, awareness of the issue is considered high. 2. Risk Identification. Samson's most significant third party Y2K exposure is its dependence on third parties for the receipt of revenues from oil and gas sales. However, virtually all of these purchasers are very large and sophisticated companies. Other Y2K concerns include the availability of electric power to Samson's field operations, the integrity of telecommunication systems, and the readiness of commercial banks to execute electronic fund transfers. 3. Risk Assessment. Because of the high awareness of the Y2K problem in the U.S., Samson has not undertaken and does not plan to undertake a formal company wide plan to make inquiries of third parties on the subject of Y2K readiness. If it did so, Samson has no ability to require responses to such inquiries or to independently verify their accuracy. Samson has, however, received oral assurances from its significant oil and gas purchasers of Y2K compliance. If significant disruptions from major purchasers were to occur, however, there could be a material and adverse impact on the 46 Partnerships' results of operations, liquidity, and financial conditions. It is important to note that third party oil and gas purchasers have significant incentives to avoid disruptions arising from a Y2K failure. For example, most of these parties are under contractual obligations to purchase oil and gas or disperse revenues to Samson. The failure to do so will result in contractual and statutory penalties. Therefore, Samson believes that it is unlikely that there will be material third party non-compliance with purchase and remittance obligations as a result of Y2K issues. 4. Remediation. Where Samson perceived a significant risk of Y2K non-compliance by banks and other significant vendors that would have had a material impact on Samson's business, Samson undertook joint testing during 1999, and any identified problems have been resolved. 5. Contingency Planning. In the unlikely event that material production disruptions occur as a result of Y2K failures of third parties, the Partnerships' operating cash flow could be impacted. This contingency will be factored into deliberations on the level of quarterly cash distributions paid out during any such period of cash flow disruption. 47 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. 48 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27.1 Financial Data Schedule containing summary financial information extracted from the P-1 Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the P-2 Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the P-3 Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the P-4 Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the P-5 Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the P-6 Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K. None. 49 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: November 3, 1999 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: November 3, 1999 By: /s/Patrick M. Hall -------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer 50 INDEX TO EXHIBITS NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-3's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-4's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-5's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-6's financial statements as of September 30, 1999 and for the nine months ended September 30, 1999, filed herewith. All other exhibits are omitted as inapplicable. 51