FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
Commission File Number: P-1: 0-17800; P-3: 0-18306;
P-4: 0-18308; P-5: 0-18637; P-6: 0-18937
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME 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: Texas P-1: 73-1330245
P-3: Oklahoma P-3: 73-1336573
P-4: Oklahoma P-4: 73-1341929
P-5: Oklahoma P-5: 73-1353774
P-6: Oklahoma P-6: 73-1357375
- --------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None Securities
registered pursuant to Section 12(g) of the Act:
Depositary Units of Limited Partnership interest
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
-1-
Disclosure is not contained herein
-----
X Disclosure is contained herein
-----
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes No X
----- -----
The Depositary Units are not publicly traded, therefore, Registrant cannot
compute the aggregate market value of the voting units held by non-affiliates of
the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE: None
-2-
FORM 10-K
TABLE OF CONTENTS
PART I.......................................................................4
ITEM 1. BUSINESS...................................................4
ITEM 2. PROPERTIES.................................................9
ITEM 3. LEGAL PROCEEDINGS.........................................22
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......22
PART II.....................................................................22
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......22
ITEM 6. SELECTED FINANCIAL DATA...................................24
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................30
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK...............................................45
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............45
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................46
ITEM 9A. CONTROLS AND PROCEDURES...................................46
PART III....................................................................46
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...46
ITEM 11. EXECUTIVE COMPENSATION....................................47
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................54
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............55
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES....................57
PART IV.....................................................................58
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K...............................................58
SIGNATURES..................................................................68
-3-
PART I.
ITEM 1. BUSINESS
General
The Geodyne Institutional/Pension Energy Income P-1 Limited Partnership
(the "P-1 Partnership") is a limited partnership formed under the Texas Revised
Limited Partnership Act and the Geodyne Institutional/Pension Energy Income
Limited Partnership P-3 (the "P-3 Partnership"), Geodyne Institutional/Pension
Energy Income Limited Partnership P-4 (the "P-4 Partnership"), Geodyne
Institutional/Pension Energy Income Limited Partnership P-5 (the "P-5
Partnership"), and Geodyne Institutional/Pension Energy Income Limited
Partnership P-6 (the "P-6 Partnership") are limited partnerships formed under
the Oklahoma Revised Uniform Limited Partnership Act (collectively, the
"Partnerships"). Each Partnership is composed of Geodyne Resources, Inc.
("Geodyne"), a Delaware corporation, as the general partner, Geodyne
Institutional Depository Company, a Delaware corporation, as the sole initial
limited partner, and public investors as substitute limited partners (the
"Limited Partners"). The Partnerships commenced operations on the dates set
forth below:
Date of
Partnership Activation
----------- -----------------
P-1 October 25, 1988
P-3 May 10, 1989
P-4 November 21, 1989
P-5 February 27, 1990
P-6 September 5, 1990
Immediately following activation, each Partnership invested as a general
partner in a separate Oklahoma general partnership which actually conducts the
Partnerships' operations. Geodyne serves as managing partner of such general
partnerships. Unless the context indicates otherwise, all references to any
single Partnership or all of the Partnerships in this Annual Report on Form 10-K
("Annual Report") are references to the Partnership and its related general
partnership, collectively. In addition, unless the context indicates otherwise,
all references to the "General Partner" in this Annual Report are references to
Geodyne as the general partner of the Partnerships, and as the managing partner
of the related general partnerships.
The General Partner currently serves as general partner of 26 limited
partnerships, including the Partnerships. The General Partner is a wholly-owned
subsidiary of Samson Investment Company. Samson Investment Company and its
various corporate subsidiaries, including the General Partner (collectively
"Samson"), are primarily engaged in the production and development of and
exploration for oil and gas reserves and the acquisition and operation of
producing properties.
-4-
At December 31, 2003, Samson owned interests in approximately 14,000 oil and gas
wells located in 20 states of the United States and the countries of Canada,
Venezuela, Russia, and Australia. At December 31, 2003, Samson operated
approximately 4,000 oil and gas wells located in 14 states of the United States,
as well as Canada, Venezuela, Russia, and Australia.
The Partnerships are currently engaged in the business of owning net
profits and royalty interests in oil and gas properties located in the
continental United States. Most of the net profits interests acquired by the
Partnerships have been carved out of working interests in producing properties
("Working Interests") which were acquired by affiliated oil and gas investment
programs (the "Affiliated Programs"). Net profits interests entitle the
Partnerships to a share of net revenues from producing properties measured by a
specific percentage of the net profits realized by such Affiliated Programs on
those properties. Except where otherwise noted, references to certain
operational activities of the Partnerships are actually the activities of the
Affiliated Programs. As the holder of a net profits interest, a Partnership is
not liable to pay any amount by which oil and gas operating costs and expenses
exceed revenues for any period, although any deficit, together with interest, is
applied to reduce the amounts payable to the Partnership in subsequent periods.
As used throughout this Annual Report, the Partnerships' net profits and royalty
interests in oil and gas sales will be referred to as "Net Profits" and the
Partnerships' net profits and royalty interests in oil and gas properties will
be collectively referred to as "Net Profits Interests."
In order to prudently manage the properties which are burdened by the
Partnerships' Net Profits Interests, it may be appropriate for drilling
operations to be conducted on such properties. Since the Partnerships' Net
Profits are calculated after considering such costs, the Partnerships also
indirectly engage in development drilling.
As limited partnerships, the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February 15, 2004, Samson employed approximately 1,000 persons. No
employees are covered by collective bargaining agreements, and management
believes that Samson provides a sound employee relations environment. For
information regarding the executive officers of the General Partner, see "Item
10. Directors and Executive Officers of the General Partner."
-5-
The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and
their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE].
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements"), the Partnerships are scheduled to terminate on
December 31, 2005. However, the Partnership Agreements provide that the General
Partner may extend the term of each Partnership for up to five periods of two
years each. The General Partner has not yet determined whether it will extend
the terms of any of the Partnerships.
Funding
Although the partnership agreement for each Partnership (the "Partnership
Agreement") permits each Partnership to incur borrowings, operations and
expenses are currently funded out of revenues from each Partnership's Net
Profits Interests. The General Partner may, but is not required to, advance
funds to a Partnership for the same purposes for which Partnership borrowings
are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the holding of certain Net Profits
Interests. The Partnerships do not refine or otherwise process crude oil and
condensate. The Partnerships do not hold any patents, trademarks, licenses, or
concessions and are not a party to any government contracts. The Partnerships
have no backlog of orders and do not participate in research and development
activities. The Partnerships are not presently encountering shortages of
oilfield tubular goods, compressors, production material, or other equipment.
However, recent substantial increases in the price of steel may increase the
costs of any future workover, recompletion or drilling activities indirectly
conducted by the Partnerships.
Competition and Marketing
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.
-6-
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 upon 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.
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
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.
Significant Customers
The following customers accounted for ten percent or more of the oil and
gas sales attributable to the Partnerships' Net Profits Interests during the
year ended December 31, 2003:
Partnership Customer Percentage
----------- ----------------------------- ----------
P-1 Cinergy Marketing Company
("Cinergy") 14.3%
P-3 Cinergy 13.2%
P-4 Eaglwing Trading, Inc. 25.9%
Valero Industrial Gas LP 22.8%
P-5 Cinergy 27.0%
Enogex Services Corporation 18.3%
ONEOK Field Services Company 14.4%
Duke Energy Field Services
Inc. ("Duke") 13.6%
-7-
P-6 Duke 22.9%
Kinder Morgan, Inc. 18.0%
Cinergy 15.2%
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in availability of
open access transportation by pipeline transporters, the Partnerships may
encounter difficulty in marketing gas and in maintaining historic sales levels.
Management does not expect any of its open access transporters to seek
authorization to terminate their transportation services. Even if the services
were terminated, management believes that alternatives would be available
whereby the Partnerships would be able to continue to market their gas.
The Partnerships' principal customers for crude oil production are
refiners and other companies which have pipeline facilities near the producing
properties in which the Partnerships own Net Profits Interests. In the event
pipeline facilities are not conveniently available to production areas, crude
oil is usually trucked by purchasers to storage facilities.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is
subject to extensive federal and state laws and regulations governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of production, prevention of waste and pollution, and protection of the
environment. In addition to the direct costs borne in complying with such
regulations, operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude
oil and condensate are made at market prices and are not subject to price
controls. The sale of gas may be subject to both federal and state laws and
regulations. The provisions of these laws and regulations are complex and affect
all who produce, resell, transport, or purchase gas. Although virtually all of
the natural gas production affecting the Partnerships is not subject to price
regulation, other regulations affect the availability of gas transportation
services and the ability of gas consumers to continue to purchase or use gas at
current levels. Accordingly, such regulations may have a material effect on the
Partnerships' Net Profits and projections of future Net Profits.
Future Legislation -- Legislation affecting the oil and gas industry is
under constant review for amendment or expansion. Because such laws and
regulations are frequently amended or reinterpreted, management is unable to
predict what additional energy legislation may be proposed or enacted or the
future cost and impact of complying with existing or future regulations.
-8-
Regulation of the Environment - Oil and gas operations are subject to
numerous laws and regulations governing the discharge of materials into the
environment or otherwise relating to environmental protection. Compliance with
such laws and regulations, together with any penalties resulting from
noncompliance, may decrease the Partnerships' Net Profits. Management
anticipates that various local, state, and federal environmental control
agencies will have an increasing impact on oil and gas operations.
Insurance Coverage
Exploration for and production of oil and gas are subject to many inherent
risks, including blowouts, pollution, fires, and other casualties. The
Partnerships maintain insurance coverage as is customary for entities of a
similar size engaged in similar operations, but losses can occur from
uninsurable risks or in amounts in excess of existing insurance coverage. In
particular, many types of pollution and contamination can exist, undiscovered,
for long periods of time and can result in substantial environmental liabilities
which are not insured. The occurrence of an event which is not fully covered by
insurance could have a material adverse effect on the Partnerships' financial
condition and results of operations in that it could negatively impact the cash
flow received from the Net Profits Interests.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells as of
December 31, 2003 in which the Partnerships had a Net Profits Interest which was
carved from a working interest.
P/ship Number of Wells(1)
------ ----------------------------
Total Oil Gas
----- --- ---
P-1 821 680 141
P-3 862 700 162
P-4 193 90 103
P-5 79 21 58
P-6 132 35 97
- ---------------
(1) The designation of a well as an oil well or gas well is made by the General
Partner based on the relative amount of oil and gas reserves for the well.
Regardless of a well's oil or gas designation, it may produce oil, gas, or
both oil and gas.
-9-
Drilling Activities
During the year ended December 31, 2003, the Partnerships indirectly
participated (through their Net Profits Interests) in the developmental drilling
activities described below.
P-1 Partnership
Revenue
Well Name County St. Interest Type Status
- ------------------ -------- --- -------- ---- ---------
Wilson A #1 Roger
Mills OK 0.0002 Gas Producing
Davis, N B #15 Sutton TX 0.0005 Gas Producing
Cascabel #1 (RY) Pecos TX 0.0044 Gas Producing
Shafter Lake San
Adres Unit
(8 new wells) Andrews TX 0.0017 Oil Producing
Andrews Waterflood
Unit (6 new
wells) Andrews TX 0.0021 Oil Producing
Aldwell #204 (RY) Reagan TX 0.0019 Oil Producing
Estes, Kay #8 Sutton TX 0.0046 Gas Shut-in
Ingham 23 1/2 #1 Terrell TX 0.0030 n/a Dryhole
Nancy 8 Fed Com #1 Lea NM 0.0030 n/a Dryhole
Ira #1-29 Woods OK 0.0028 n/a Dryhole
P-3 Partnership
Revenue
Well Name County St. Interest Type Status
- ------------------ -------- --- -------- ---- ---------
Wilson A #1 Roger
Mills OK 0.0002 Gas Producing
Davis, N B #15 Sutton TX 0.0006 Gas Producing
Cascabel #1 (RY) Pecos TX 0.0055 Gas Producing
Shafter Lake San
Adres Unit
(8 new wells) Andrews TX 0.0021 Oil Producing
Andrews Waterflood
Unit (6 new
wells) Andrews TX 0.0026 Oil Producing
Aldwell #204 (RY) Reagan TX 0.0024 Oil Producing
Estes, Kay #8 Sutton TX 0.0057 Gas Shut-in
Duke #1-C San Juan NM 0.0001 Gas Producing
Senter #1-B San Juan NM 0.0099 Gas Producing
Ingham 23 1/2 #1 Terrell TX 0.0038 n/a Dryhole
Nancy 8 Fed Com #1 Lea NM 0.0038 n/a Dryhole
Ira #1-29 Woods OK 0.0057 n/a Dryhole
-10-
P-4 Partnership
Revenue
Well Name County St. Interest Type Status
- ------------------- -------- --- -------- ---- ---------
Rancho Blanco #29 Webb TX 0.0029 Gas Producing
Duke #1-C San Juan NM 0.0002 Gas Producing
Senter #1-B San Juan NM 0.0182 Gas Producing
Ira #1-29 Woods OK 0.0050 n/a Dryhole
Peck #4-26 Caddo OK 0.0038 Gas Producing
P-5 Partnership
Revenue
Well Name County St. Interest Type Status
- ------------------- --------- --- -------- ---- ---------
Thomas #1-20 Washita OK 0.0016 Gas Producing
Tiffany #4-35 Haskell OK 0.0029 Gas Producing
Phillips #1-33 Latimer OK 0.0003 Gas Producing
Urchison #4-12H Leflore OK 0.0003 Gas Producing
Smitherman #4-26H
(RY) Haskell OK 0.0005 Gas Producing
Sutmiller #1-8 Leflore OK 0.0050 Gas Producing
Forster #1-34 (RY) Pittsburg OK 0.0011 Gas Producing
Pixler 5-15H (RY) Haskell OK 0.0009 Gas Producing
Cantrell 4-15H (RY) Haskell OK 0.0009 Gas Producing
Wimberly #5-27H
(RY) Haskell OK 0.0001 Gas Producing
Wimberly #3-27H
(RY) Haskell OK 0.0001 Gas Producing
Ellis #1-23 Pittsburg OK 0.0003 Gas Producing
Beaver Mountain
#1-14 Haskell OK 0.0040 Gas Shut-in
Sugg 1895 #6 Irion TX 0.0011 Gas Producing
Sugg 1895 #7 Irion TX 0.0011 Gas Producing
Sugg AA 1894 #3 Irion TX 0.0011 Oil Producing
Renete #2-25 Stephens OK 0.0019 Gas Producing
Verner #1-11 Pittsburg OK 0.0031 Gas Producing
Hamilton #4-13 Pittsburg OK 0.0053 Gas Producing
Lindsey #1-11 Pittsburg OK 0.0031 n/a Well in Progress
McEntire #16-14 Atoka OK 0.0001 n/a Well in Progress
P-6 Partnership
Revenue
Well Name County St. Interest Type Status
- ------------------- --------- --- -------- ---- ---------
Thomas #1-20 Washita OK 0.0005 Gas Producing
Tiffany #4-35 Haskell OK 0.0010 Gas Producing
Phillips #1-33 Latimer OK 0.0003 Gas Producing
Urchison #4-12H Leflore OK 0.0001 Gas Producing
Smitherman #4-26H
(RY) Haskell OK 0.0002 Gas Producing
-11-
Sutmiller #1-8 Leflore OK 0.0017 Gas Producing
Forster #1-34 (RY) Pittsburg OK 0.0004 Gas Producing
Pixler 5-15H (RY) Haskell OK 0.0003 Gas Producing
Cantrell 4-15H (RY) Haskell OK 0.0003 Gas Producing
Wimberly #5-27H
(RY) Haskell OK 0.0000 Gas Producing
Wimberly #3-27H
(RY) Haskell OK 0.0000 Gas Producing
Ellis #1-23 Pittsburg OK 0.0001 Gas Producing
Beaver Mountain
#1-14 Haskell OK 0.0014 Gas Shut-in
Sugg 1895 #6 Irion TX 0.0012 Gas Producing
Sugg 1895 #7 Irion TX 0.0012 Gas Producing
Sugg AA 1894 #3 Irion TX 0.0012 Oil Producing
St. 5075-36-11WA Campbell WY 0.0007 Gas Shut-in
Renete #2-25 Stephens OK 0.0007 Gas Producing
St. 5075-36-41WA Campbell WY 0.0021 n/a Well in Progress
St. 5075-36-13WA Campbell WY 0.0007 n/a Well in Progress
St. 5075-36-23WA Campbell WY 0.0021 n/a Well in Progress
St. 5075-36-33WA Campbell WY 0.0007 n/a Well in Progress
St. 5075-36-31WA Campbell WY 0.0007 n/a Well in Progress
Love 5075-14-21WA Campbell WY 0.0016 n/a Well in Progress
Love 5075-14-11WA Campbell WY 0.0016 n/a Well in Progress
Love 5075-11-43WA Campbell WY 0.0011 n/a Well in Progress
Love 5075-14-13WA Campbell WY 0.0011 n/a Well in Progress
Love 5075-11-41WA Campbell WY 0.0011 n/a Well in Progress
Love 5075-11-33WA Campbell WY 0.0005 n/a Well in Progress
Love 5075-11-43CO Campbell WY 0.0011 n/a Well in Progress
Love 5075-11-41CO Campbell WY 0.0011 n/a Well in Progress
Love 5075-14-13CO Campbell WY 0.0011 n/a Well in Progress
Love 5075-14-33WA Campbell WY 0.0021 n/a Well in Progress
Love 5075-14-11CO Campbell WY 0.0016 n/a Well in Progress
Love 5075-14-23WA Campbell WY 0.0021 n/a Well in Progress
Love 5075-11-33CO Campbell WY 0.0005 n/a Well in Progress
Love 5075-14-33CO Campbell WY 0.0021 n/a Well in Progress
Love 5075-14-21CO Campbell WY 0.0016 n/a Well in Progress
Love 5075-14-23CO Campbell WY 0.0021 n/a Well in Progress
St. 5075-36-43WA Campbell WY 0.0021 n/a Well in Progress
Verner #1-11 Pittsburg OK 0.0011 Gas Producing
Hamilton #4-13 (RY) Pittsburg OK 0.0018 Gas Producing
Lindsey #1-11 (RY) Pittsburg OK 0.0011 n/a Well in Progress
McEntire #16-14 Atoka OK 0.0000 n/a Well in Progress
- ----------------------
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information concerning
the oil (including condensates) and gas production attributable to the
Partnerships' Net Profits Interests, revenues attributable to such production,
and certain price information.
-12-
Net Production Data
P-1 Partnership
---------------
Year Ended December 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 18,624 20,652 23,073
Gas (Mcf) 284,754 286,109 290,969
Oil and gas sales(1):
Oil $ 528,059 $ 490,488 $ 558,898
Gas 1,211,241 767,070 1,052,513
--------- --------- ---------
Total $1,739,300 $1,257,558 $1,611,411
========= ========= =========
Average sales price:
Per barrel of oil $28.35 $23.75 $24.22
Per Mcf of gas 4.25 2.68 3.62
- ----------
(1) These amounts differ from the Net Profits included in the P-1 Partnership's
financial statements because they do not reflect the offset of $369,142,
$264,289, and $315,902, respectively, of production expenses incurred by
the Affiliated Programs.
-13-
Net Production Data
P-3 Partnership
---------------
Year Ended December 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 23,935 26,541 29,759
Gas (Mcf) 425,803 433,484 447,621
Oil and gas sales(1):
Oil $ 679,074 $ 630,058 $ 721,740
Gas 1,868,433 1,190,447 1,653,444
--------- --------- ---------
Total $2,547,507 $1,820,505 $2,375,184
========= ========= =========
Average sales price:
Per barrel of oil $28.37 $23.74 $24.25
Per Mcf of gas 4.39 2.75 3.69
- ----------
(1) These amounts differ from the Net Profits included in the P-3
Partnership's financial statements because they do not reflect the offset
of $554,400, $409,030, and $488,607, respectively, of production expenses
incurred by the Affiliated Programs.
-14-
Net Production Data
P-4 Partnership
---------------
Year Ended December 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 21,439 26,054 38,934
Gas (Mcf) 258,598 444,617 388,416
Oil and gas sales(1):
Oil $ 635,920 $ 630,272 $ 960,023
Gas 1,347,340 1,257,617 1,669,588
--------- --------- ---------
Total $1,983,260 $1,887,889 $2,629,611
========= ========= =========
Average sales price:
Per barrel of oil $29.66 $24.19 $24.66
Per Mcf of gas 5.21 2.83 4.30
- ----------
(1) These amounts differ from the Net Profits included in the P-4 Partnership's
financial statements because they do not reflect the offset of $410,201,
$455,891, and $487,414, respectively, of production expenses incurred by
the Affiliated Programs.
-15-
Net Production Data
P-5 Partnership
---------------
Year Ended December 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 6,364 6,223 4,781
Gas (Mcf) 313,632 386,565 438,194
Oil and gas sales(1):
Oil $ 190,969 $ 150,253 $ 122,654
Gas 1,455,150 1,102,856 1,925,638
--------- --------- ---------
Total $1,646,119 $1,253,109 $2,048,292
========= ========= =========
Average sales price:
Per barrel of oil $30.01 $24.14 $25.65
Per Mcf of gas 4.64 2.85 4.39
- ----------
(1) These amounts differ from the Net Profits included in the P-5 Partnership's
financial statements because they do not reflect the offset of $365,469,
$367,327, and $405,549, respectively, of production expenses incurred by
the Affiliated Programs.
-16-
Net Production Data
P-6 Partnership
---------------
Year Ended December 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 15,939 15,089 13,190
Gas (Mcf) 577,123 636,758 678,969
Oil and gas sales(1):
Oil $ 460,400 $ 355,875 $ 330,103
Gas 2,638,742 1,840,127 2,687,675
--------- --------- ---------
Total $3,099,142 $2,196,002 $3,017,778
========= ========= =========
Average sales price:
Per barrel of oil $28.89 $23.59 $25.03
Per Mcf of gas 4.57 2.89 3.96
- ----------
(1) These amounts differ from the Net Profits included in the P-6 Partnership's
financial statements because they do not reflect the offset of $751,876,
$719,751, and $735,303, respectively, of production expenses incurred by
the Affiliated Programs.
-17-
Proved Reserves and Net Present Value
The following table sets forth each Partnership's estimated proved oil and
gas reserves and net present value therefrom as of December 31, 2003 which were
attributable to the Partnerships' Net Profits Interests. The schedule of
quantities of proved oil and gas reserves was prepared by the General Partner in
accordance with the rules prescribed by the Securities and Exchange Commission
(the "SEC"). Certain reserve information was reviewed by Ryder Scott Company,
L.P. ("Ryder Scott"), an independent petroleum engineering firm. As used
throughout this Annual Report, "proved reserves" refers to those estimated
quantities of crude oil, gas, and gas liquids which geological and engineering
data demonstrate with reasonable certainty to be recoverable in future years
from known oil and gas reservoirs under existing economic and operating
conditions.
Net present value represents estimated future gross cash flow from the
production and sale of proved reserves, net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated future development costs, discounted at 10% per annum. Net present
value attributable to the Partnerships' proved reserves was calculated on the
basis of current costs and prices at December 31, 2003. Such prices were not
escalated except in certain circumstances where escalations were fixed and
readily determinable in accordance with applicable contract provisions. Oil and
gas prices at December 31, 2003 ($29.25 per barrel and $5.77 per Mcf,
respectively) were higher than the prices in effect on December 31, 2002 ($28.00
per barrel and $4.74 per Mcf, respectively). This increase in oil and gas prices
has caused the estimates of remaining economically recoverable reserves, as well
as the values placed on said reserves, at December 31, 2003 to be higher than
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
December 31, 2003. There can be no assurance that the prices used in calculating
the net present value of the Partnerships' proved reserves at December 31, 2003
will actually be realized for such production.
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available geological,
engineering, and economic data for each reservoir. The data for a given
reservoir may change substantially over time as a result of, among other things,
additional development activity, production history, and viability of production
under varying economic conditions; consequently, it is reasonably possible that
material revisions to existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that these reserve
estimates represent the most accurate assessment possible, the significance of
the subjective decisions required and variances in available data for various
reservoirs make these estimates generally less precise than other estimates
presented in connection with financial statement disclosures.
-18-
Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 2003(1)
P-1 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 2,266,710
Oil and liquids (Bbls) 208,273
Net present value (discounted at 10% per annum) $ 7,346,507
P-3 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 3,719,305
Oil and liquids (Bbls) 276,495
Net present value (discounted at 10% per annum) $11,351,122
P-4 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 2,098,543
Oil and liquids (Bbls) 65,990
Net present value (discounted at 10% per annum) $ 6,828,512
P-5 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 2,346,641
Oil and liquids (Bbls) 47,470
Net present value (discounted at 10% per annum) $ 6,052,433
P-6 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 4,110,686
Oil and liquids (Bbls) 125,839
Net present value (discounted at 10% per annum) $10,326,528
- ---------
(1) Includes certain gas balancing adjustments which cause the gas volumes and
net present values to differ from the reserve reports
-19-
which were prepared by the General Partner and reviewed by Ryder Scott.
No estimates of the proved reserves of the Partnerships comparable to
those included herein have been included in reports to any federal agency other
than the SEC. Additional information relating to the Partnership's proved
reserves is contained in Note 4 to the Partnerships' financial statements,
included in Item 8 of this Annual Report.
Significant Properties
The following table sets forth the number and percent of each
Partnership's total wells which are operated by affiliates of the Partnerships
as of December 31, 2003:
Operated Wells
----------------------------------
Partnership Number Percent
----------- ------ -------
P-1 31 1%
P-3 52 2%
P-4 20 8%
P-5 86 33%
P-6 125 39%
The following table sets forth certain well and reserve information for
the basins in which the Partnerships own a significant amount of Net Profits
Interests. The table contains the following information for each significant
basin: (i) the number of wells in which a Net Profits Interest is owned, (ii)
the number and percentage of wells operated by the Partnership's affiliates,
(iii) estimated proved oil reserves, (iv) estimated proved gas reserves, and (v)
the present value (discounted at 10% per annum) of estimated future net cash
flow.
The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Gulf Coast Basin is located in southern Louisiana and southeast Texas.
The Permian Basin is located in west Texas and southeast New Mexico.
-20-
Significant Properties as of December 31, 2003
-----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Total ----------- Reserves Reserves Present
Basin Wells Number %(1) (Bbl) (Mcf) Value
- ------------- ----- ------ ---- -------- --------- ----------
P-1 P/ship:
Permian 2,029 2 - 196,943 1,347,358 $4,673,107
Anadarko 72 23 32% 2,579 862,421 2,421,951
P-3 P/ship:
Permian 2,029 2 - 248,240 1,705,591 $5,906,821
Anadarko 72 23 32% 4,149 1,357,214 3,760,341
South. Ok.
Folded Belt 25 21 84% 12,314 448,890 1,123,993
P-4 P/ship:
Gulf Coast 113 4 4% 59,335 743,331 $3,412,541
Anadarko 47 14 30% 3,025 972,009 2,595,907
P-5 P/ship:
Anadarko 86 25 29% 4,369 1,367,920 $3,650,052
South. Ok.
Folded Belt 25 - - 21,527 545,175 1,433,292
Permian 36 32 89% 21,379 375,448 736,810
P-6 P/ship:
Anadarko 86 25 29% 2,688 1,353,955 $3,567,528
Gulf Coast 16 5 31% 9,226 710,685 2,005,113
East Texas 4 3 75% 3,142 909,741 1,947,347
South. Ok.
Folded Belt 39 13 33% 85,649 343,518 1,481,856
- -------------------------------
(1) Percent of the Partnership's total wells in the basin which are operated by
affiliates of the Partnership.
Following is a description of those oil and gas properties whose revisions
in the estimated proved reserves (based on equivalent barrels of oil) as of
December 31, 2003, as compared to December 31, 2002, were significant to the
Partnerships.
The P-4 Partnership's estimated proved reserves increased approximately
55,000 barrels of oil equivalent in the Amoco Fee #3 located in Jefferson Davis
Parish, Louisiana from December 31, 2002 to December 31, 2003. This increase was
primarily due to a revised forecast in reserves based on actual production
experience.
-21-
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title to their
Net Profits Interests. Record title to all of the properties subject to the
Partnerships' Net Profits Interests is held by either the Partnerships or
Geodyne Nominee Corporation, an affiliate of the General Partner.
Title to the Partnerships' Net Profits Interests is subject to customary
royalty, overriding royalty, carried, working, and other similar interests and
contractual arrangements customary in the oil and gas industry, to liens for
current taxes not yet due, and to other encumbrances. Management believes that
such burdens do not materially detract from the value of such properties or from
the Partnerships' Net Profits Interests therein or materially interfere with
their use in the operation of the Partnerships' business.
ITEM 3. LEGAL PROCEEDINGS
To the knowledge of the General Partner, neither the General Partner nor
the Partnerships or their properties are subject to any litigation, the results
of which would have a material effect on the Partnerships' or the General
Partner's financial condition or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners of any
Partnership during 2003.
PART II.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of March 3, 2004, the number of Units outstanding and the approximate
number of Limited Partners of record in the Partnerships were as follows:
Number of Limited
Partnership Units Partners
----------- --------- --------
P-1 108,074 708
P-3 169,637 1,213
P-4 126,306 820
P-5 118,449 897
P-6 143,041 691
-22-
Units were initially sold for a price of $100. The Units are not traded on
any exchange and there is no public trading market for them. The General Partner
is aware of certain transfers of Units between unrelated parties, some of which
are facilitated by secondary trading firms and matching services. In addition,
as further described below, the General Partner is aware of certain "4.9% tender
offers" which have been made for the Units. The General Partner believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary trading firms and
matching services, no organized trading market for Units exists and none is
expected to develop. Due to the nature of these transactions, the General
Partner has no verifiable information regarding prices at which Units have been
transferred. Further, a transferee may not become a substitute Limited Partner
without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner
is obligated to annually issue a repurchase offer based on the estimated future
net revenues from the Partnerships' reserves and is calculated pursuant to the
terms of the Partnership Agreements. Such repurchase offer is recalculated
monthly in order to reflect cash distributions to the Limited Partners and
extraordinary events. The following table sets forth the General Partner's
repurchase offer per Unit as of the periods indicated. For purposes of this
Annual Report, a Unit represents an initial subscription of $100 to a
Partnership.
Repurchase Offer Prices
-----------------------
2002 2003 2004
------------------------- ------------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
P-1 $20 $19 $23 $21 $19 $18 $28 $25 $22
P-3 19 19 22 20 18 17 28 25 23
P-4 16 14 22 19 17 15 22 19 17
P-5 13 12 17 16 15 13 25 21 20
P-6 21 20 24 22 21 18 32 29 26
In addition to this repurchase offer, some of the Partnerships have been
subject to "4.9% tender offers" from several third parties. The General Partner
does not know the terms of these offers or the prices received by the Limited
Partners who accepted these offers.
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash
receipts from its Net Profits Interests and cash requirements of the
Partnership. Distributable cash is determined by the General Partner at the end
of each calendar quarter and distributed to the
-23-
Limited Partners within 45 days after the end of the quarter. Distributions are
restricted to cash on hand less amounts required to be retained out of such cash
as determined in the sole judgment of the General Partner to pay costs,
expenses, or other Partnership obligations whether accrued or anticipated to
accrue. In certain instances, the General Partner may not distribute the full
amount of cash receipts which might otherwise be available for distribution in
an effort to equalize or stabilize the amounts of quarterly distributions. Any
available amounts not distributed are invested and the interest or income
thereon is for the accounts of the Limited Partners.
The following is a summary of cash distributions paid to the Limited
Partners during 2002 and 2003 and the first quarter of 2004:
Cash Distributions
------------------
2002
-----------------------------------------------
1st 2nd 3rd 4th
P/ship Quarter Quarter Quarter Quarter
------ ------- ------- ------- -------
P-1 $1.64 $ .69 $1.35 $1.53
P-3 1.52 .63 1.20 1.37
P-4 3.20 1.43 1.74 2.48
P-5 1.16 .89 1.25 1.31
P-6 1.23 1.47 1.89 1.79
2003 2004
----------------------------------------------- -------
1st 2nd 3rd 4th 1st
P/ship Quarter Quarter Quarter Quarter Quarter
------ ------- ------- ------- ------- -------
P-1 $2.04 $1.67 $3.05 $2.79 $2.63
P-3 1.80 1.51 2.82 2.49 2.36
P-4 1.81 2.41 3.27 2.58 1.91
P-5 1.15 2.12 2.31 2.58 1.66
P-6 1.16 2.73 4.43 3.49 2.76
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected financial data for the Partnerships.
This data should be read in conjunction with the financial statements of the
Partnerships, and the respective notes thereto, included elsewhere in this
Annual Report. See "Item 8. Financial Statements and Supplementary Data."
-24-
Selected Financial Data
P-1 Partnership
---------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Net Profits $1,370,158 $ 993,269 $1,295,509 $1,250,585 $ 802,539
Net Income:
Limited Partners 1,070,553 686,720 899,400 945,012 443,201
General Partner 126,336 87,636 115,696 116,609 65,862
Total 1,196,889 774,356 1,015,096 1,061,621 509,063
Limited Partners' Net
Income per Unit 9.91 6.35 8.32 8.74 4.10
Limited Partners' Cash
Distributions per Unit 9.55 5.21 11.60 7.92 4.32
Total Assets 1,271,859 1,230,892 1,090,742 1,457,182 1,354,470
Partners' Capital (Deficit)
Limited Partners 1,330,572 1,292,019 1,168,299 1,521,899 1,431,887
General Partner ( 58,713) ( 61,127) ( 77,557) ( 64,717) ( 77,417)
Number of Units
Outstanding 108,074 108,074 108,074 108,074 108,074
-25-
Selected Financial Data
P-3 Partnership
---------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Net Profits $1,993,107 $1,411,475 $1,886,577 $1,811,298 $1,155,814
Net Income:
Limited Partners 1,540,460 949,607 1,277,744 1,356,720 635,523
General Partner 182,540 122,969 167,610 152,174 45,011
Total 1,723,000 1,072,576 1,445,354 1,508,894 680,534
Limited Partners' Net
Income per Unit 9.08 5.60 7.53 8.00 3.75
Limited Partners' Cash
Distributions per
Unit 8.62 4.72 10.83 7.36 4.17
Total Assets 1,971,380 1,889,346 1,719,156 2,265,592 2,131,160
Partners' Capital
(Deficit)
Limited Partners 2,018,400 1,940,940 1,793,333 2,352,589 2,244,869
General Partner ( 47,020) ( 51,594) ( 74,177) ( 86,997) ( 113,709)
Number of Units
Outstanding 169,637 169,637 169,637 169,637 169,637
-26-
Selected Financial Data
P-4 Partnership
---------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Net Profits $1,573,059 $1,431,998 $2,142,197 $1,596,276 $ 746,854
Net Income:
Limited Partners 1,181,958 878,439 1,560,544 1,187,175 367,583
General Partner 140,282 124,069 196,368 143,717 36,289
Total 1,322,240 1,002,508 1,756,912 1,330,892 403,872
Limited Partners' Net
Income per Unit 9.36 6.95 12.36 9.40 2.91
Limited Partners' Cash
Distributions per Unit 10.07 8.85 14.71 6.60 3.54
Total Assets 1,076,763 1,176,251 1,401,980 1,716,358 1,337,559
Partners' Capital (Deficit)
Limited Partners 1,142,996 1,234,038 1,473,599 1,771,055 1,417,880
General Partner ( 66,233) ( 57,787) ( 71,619) ( 54,697) ( 80,321)
Number of Units
Outstanding 126,306 126,306 126,306 126,306 126,306
-27-
Selected Financial Data
P-5 Partnership
---------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Net Profits $1,280,650 $ 885,782 $1,642,743 $1,433,743 $ 856,442
Net Income:
Limited Partners 975,641 607,695 1,351,070 1,184,263 519,222
General Partner 78,297 36,219 75,627 64,906 34,149
Total 1,053,938 643,914 1,426,697 1,249,169 553,371
Limited Partners' Net
Income per Unit 8.24 5.13 11.41 10.00 4.38
Limited Partners' Cash
Distributions per Unit 8.16 4.61 16.85 7.64 4.66
Total Assets 953,771 930,874 863,504 1,522,340 1,235,321
Partners' Capital (Deficit)
Limited Partners 1,009,628 1,000,987 938,292 1,583,222 1,303,959
General Partner ( 59,667) ( 70,113) ( 74,788) ( 60,882) ( 68,638)
Number of Units
Outstanding 118,449 118,449 118,449 118,449 118,449
-28-
Selected Financial Data
P-6 Partnership
---------------
2003 2002 2001 2000 1999
----------- ------------ ------------ ------------ ------------
Net Profits $2,347,266 $1,476,251 $2,282,475 $2,468,159 $1,340,784
Net Income:
Limited Partners 1,813,666 999,684 1,833,293 1,897,956 796,190
General Partner 215,343 129,102 130,157 112,363 55,301
Total 2,029,009 1,128,786 1,963,450 2,010,319 851,491
Limited Partners' Net
Income per Unit 12.68 6.99 12.82 13.27 5.57
Limited Partners' Cash
Distributions per Unit 11.81 6.38 20.23 11.17 7.10
Total Assets 1,831,927 1,660,818 1,552,953 2,625,065 2,314,214
Partners' Capital (Deficit)
Limited Partners 1,853,213 1,728,547 1,640,863 2,700,570 2,400,614
General Partner ( 60,944) ( 67,729) ( 87,910) ( 75,505) ( 86,400)
Number of Units
Outstanding 143,041 143,041 143,041 143,041 143,041
-29-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. Such statements reflect management's current views with respect to
future events and financial performance. This Annual Report also includes
certain information which is, or is based upon, estimates and assumptions. Such
estimates and assumptions are management's efforts to accurately reflect the
condition and operation of the Partnerships.
Use of forward-looking statements and estimates and assumptions involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve information, the operating risk
associated with oil and gas properties (including the risk of personal injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination, and other operating risks), the prospect of changing tax and
regulatory laws, the availability and capacity of processing and transportation
facilities, the general economic climate, the supply and price of foreign
imports of oil and gas, the level of consumer product demand, and the price and
availability of alternative fuels. Should one or more of these risks or
uncertainties occur or should estimates or underlying assumptions prove
incorrect, actual conditions or results may vary materially and adversely from
those stated, anticipated, believed, estimated, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction with the
analysis of results of operations provided below. The 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 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:
-30-
* Worldwide and domestic supplies of oil and natural gas;
* The ability of the members of the Organization of Petroleum Exporting
Countries ("OPEC") to agree upon 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.
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
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.
In addition to pricing, the level of net revenues is also 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. Despite this general trend of
declining production, several factors can cause the volumes of oil and gas sold
to increase or decrease at an even greater rate over a given period. These
factors include, but are not limited to, (i) geophysical conditions which cause
an acceleration of the decline in production, (ii) the shutting in of wells (or
the opening of previously shut-in wells) due to low oil and gas prices,
mechanical difficulties, loss of a market or transportation, or performance of
workovers, recompletions, or other operations in the well, (iii) prior period
volume adjustments (either positive or negative) made by purchasers of the
production, (iv) ownership adjustments in accordance with agreements governing
the operation or ownership of the well (such as adjustments that occur at
payout), and (v) completion of enhanced recovery projects which increase
production for the well. Many of these factors are very significant as related
to a single well or as related to many wells over a short period of time.
However, due to the large number of wells owned by the Partnerships, these
factors are generally not material as compared to the normal decline in
production experienced on all remaining wells.
-31-
Results of Operations
An analysis of the change in net oil and gas operations (oil and gas
sales, less lease operating expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Proceeds and
Units of Production." Following is a discussion of each Partnerships results of
operations for the year ended December 31, 2003 as compared to the year ended
December 31, 2002 and for the year ended December 31, 2002 as compared to the
year ended December 31, 2001.
P-1 Partnership
---------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
--------------------------------------
Total Net Profits increased $376,889 (37.9%) in 2003 as compared to 2002.
Of this increase, approximately $86,000 and $448,000, respectively, were related
to increases in the average prices of oil and gas sold. These increases were
partially offset by decreases of approximately (i) $105,000 related to an
increase in production expenses and (ii) $48,000 related to a decrease in
volumes of oil sold. Volumes of oil and gas sold decreased 2,028 barrels and
1,355 Mcf, respectively, in 2003 as compared to 2002. The increase in production
expenses was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) workover expenses incurred on
several wells during 2003. Average oil and gas prices increased to $28.35 per
barrel and $4.25 per Mcf, respectively, in 2003 from $23.75 per barrel and $2.68
per Mcf, respectively, in 2002.
Depletion of Net Profits Interests decreased $35,346 (30.7%) in 2003 as
compared to 2002. This decrease was primarily due to (i) upward revisions in the
estimates of remaining oil and gas reserves at December 31, 2003 and (ii) two
significant 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 5.8% in 2003 from 11.6% in 2002. This percentage decrease was
primarily due to (i) the increases in the average prices of oil and gas sold and
(ii) the dollar decrease in Depletion of Net Profits Interests.
General and administrative expenses remained relatively constant in 2003
and 2002. As a percentage of Net Profits, these expenses decreased to 10.4% in
2003 from 14.4% in 2002. This percentage decrease was primarily due to the
increase in Net Profits.
-32-
Cumulative cash distributions to the Limited Partners through December 31,
2003 were $15,652,558 or 144.83% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
--------------------------------------
Total Net Profits decreased $302,240 (23.3%) in 2002 as compared to 2001.
Of this decrease, approximately (i) $268,000 was related to a decrease in the
average price of gas sold and (ii) $59,000 was related to a decrease in volumes
of oil sold. These decreases were partially offset by an increase of
approximately $52,000 related to a decrease in production expenses. Volumes of
oil and gas sold decreased 2,421 barrels and 4,860 Mcf, respectively, in 2002 as
compared to 2001. The decrease in volumes of oil sold was primarily due to
normal declines in production. The decrease in production expenses was primarily
due to (i) workover expenses incurred on several wells during 2001 and (ii) a
decrease in production taxes associated with the decrease in oil and gas sales.
Average oil and gas prices decreased to $23.75 per barrel and $2.68 per Mcf,
respectively, in 2002 from $24.22 per barrel and $3.62 per Mcf, respectively, in
2001.
Depletion of Net Profits Interests decreased $53,312 (31.6%) in 2002 as
compared to 2001. This decrease was primarily due to (i) several wells being
fully depleted in 2001 due to lack of remaining economically recoverable
reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage
of Net Profits, this expense decreased to 11.6% in 2002 from 13.0% in 2001. This
percentage decrease was primarily due to the dollar decrease in Depletion of Net
Profits Interests.
General and administrative expenses increased $3,789 (2.7%) in 2002 as
compared to 2001. As a percentage of Net Profits, these expenses increased to
14.4% in 2002 from 10.7% in 2001. This percentage increase was primarily due to
the decrease in Net Profits.
P-3 Partnership
---------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
--------------------------------------
Total Net Profits increased $581,632 (41.2%) in 2003 as compared to 2002.
Of this increase, approximately $111,000 and $699,000, respectively, were
related to increases in the average prices of oil and gas sold. These increases
were partially offset by decreases of approximately (i) $145,000 related to an
-33-
increase in production expenses and (ii) $62,000 related to a decrease in
volumes of oil sold. Volumes of oil and gas sold decreased 2,606 barrels and
7,681 Mcf, respectively, in 2003 as compared to 2002. The increase in production
expenses was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) workover expenses incurred on
several wells during 2003. Average oil and gas prices increased to $28.37 per
barrel and $4.39 per Mcf, respectively, in 2003 from $23.74 per barrel and $2.75
per Mcf, respectively, in 2002.
Depletion of Net Profits Interests decreased $56,228 (31.7%) in 2003 as
compared to 2002. This decrease was primarily due to (i) upward revisions in the
estimates of remaining oil and gas reserves at December 31, 2003 and (ii) two
significant 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 6.1% in 2003 from 12.6% in 2002. This percentage decrease was
primarily due to (i) the increases in the average prices of oil and gas sold and
(ii) the dollar decrease in Depletion of Net Profits Interests.
General and administrative expenses remained relatively constant in 2003
and 2002. As a percentage of Net Profits, these expenses decreased to 10.6% in
2003 from 15.0% in 2002. This percentage decrease was primarily due to the
increase in Net Profits.
Cumulative cash distributions to the Limited Partners through December 31,
2003 were $21,817,401 or 128.61% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
--------------------------------------
Total Net Profits decreased $475,102 (25.2%) in 2002 as compared to 2001.
Of this decrease, approximately (i) $411,000 was related to a decrease in the
average price of gas sold and (ii) $78,000 and $52,000, respectively, were
related to decreases in volumes of oil and gas sold. These decreases were
partially offset by an increase of approximately $80,000 related to a decrease
in production expenses. Volumes of oil and gas sold decreased 3,218 barrels and
14,137 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes
of oil sold was primarily due to normal declines in production. The decrease in
production expenses was primarily due to (i) workover expenses incurred on
several wells during 2001 and (ii) a decrease in production taxes associated
with the decrease in oil and gas sales. Average oil and gas prices decreased to
$23.74 per barrel and $2.75 per Mcf, respectively, in 2002 from $24.25 per
barrel and $3.69 per Mcf, respectively, in 2001.
-34-
Depletion of Net Profits Interests decreased $95,076 (34.9%) in 2002 as
compared to 2001. This decrease was primarily due to (i) several wells being
fully depleted in 2001 due to the lack of remaining economically recoverable
reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage
of Net Profits, this expense decreased to 12.6% in 2002 from 14.4% in 2001. This
percentage decrease was primarily due to the dollar decrease in Depletion of Net
Profits Interests.
General and administrative expenses increased $4,517 (2.2%) in 2002 as
compared to 2001. As a percentage of Net Profits, these expenses increased to
15.0% in 2002 from 11.0% in 2001. This percentage increase was primarily due to
the decrease in Net Profits.
P-4 Partnership
---------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
--------------------------------------
Total Net Profits increased $141,061 (9.9%) in 2003 as compared to 2002.
Of this increase approximately (i) $117,000 and $616,000, respectively, were
related to increases in the average prices of oil and gas sold and (ii) $46,000
was related to a decrease in production expenses. These increases were partially
offset by decreases of approximately $112,000 and $526,000, respectively,
related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold
decreased 4,615 barrels and 186,019 Mcf, respectively, in 2003 as compared to
2002. The decrease in volumes of oil sold was primarily due to normal declines
in production. This decrease was partially offset by an increase in production
during 2003 on one significant well due to the successful workover of that well
in mid 2002. The decrease in volumes of gas sold was primarily due to (i)
positive prior period gas balancing adjustments on two significant wells during
2002, (ii) normal declines in production, and (iii) a substantial decline in
production on one significant well following a workover of that well in early
2002. The well with a substantial decline in production is not expected to
return to its previous high levels of production. The decrease in production
expense was primarily due to a decrease in lease operating expenses associated
with the decreases in volumes of oil and gas sold. Average oil and gas prices
increased to $29.66 per barrel and $5.21 per Mcf, respectively, in 2003 from
$24.19 per barrel and $2.83 per Mcf, respectively, in 2002.
Depletion of Net Profits Interests decreased $176,418 (65.7%) in 2003 as
compared to 2002. This decrease was primarily due to (i) the decreases in
volumes of oil and gas sold, (ii) several wells being fully depleted in 2002 due
to the lack of
-35-
remaining economically recoverable reserves, and (iii) upward revisions in the
estimates of remaining oil and gas reserves at December 31, 2003. As a
percentage of Net Profits, this expense decreased to 5.9% in 2003 from 18.8% in
2002. This percentage decrease was primarily due to the dollar decrease in
depletion of Net Profits Interests.
General and administrative expenses increased $2,382 (1.5%) in 2003 as
compared to 2002. As a percentage of Net Profits, these expenses decreased to
10.2% in 2003 from 11.1% in 2002.
Cumulative cash distributions to the Limited Partners through December 31,
2003 were $17,717,945 or 140.28% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
--------------------------------------
Total Net Profits decreased $710,199 (33.2%) in 2002 as compared to 2001.
Of this decrease, approximately (i) $654,000 was related to a decrease in the
average price of gas sold and (ii) $318,000 was related to a decrease in volumes
of oil sold. These decreases were partially offset by an increase of
approximately $242,000 related to an increase in volumes of gas sold. Volumes of
oil sold decreased 12,880 barrels, while volumes of gas sold increased 56,201
Mcf in 2002 as compared to 2001. The decrease in volumes of oil sold was
primarily due to (i) normal declines in production and (ii) production
difficulties on one significant well during 2002. The increase in volumes of gas
sold was primarily due to (i) positive prior period gas balancing adjustments on
two significant wells during 2002, (ii) an increase in production on one
significant well due to the workover of that well during late 2001, and (iii)
the P-4 Partnership receiving an increased percentage of sales on another
significant well during 2002 due to gas balancing. These increases were
partially offset by (i) normal declines in production and (ii) depletion of all
gas reserves on one significant well during 2002. As of the date of this Annual
Report, management does not expect the gas balancing adjustment to continue for
the foreseeable future. Average oil and gas prices decreased to $24.19 per
barrel and $2.83 per Mcf, respectively, in 2002 from $24.66 per barrel and $4.30
per Mcf, respectively, in 2001.
Depletion of Net Profits Interests increased $21,228 (8.6%) in 2002 as
compared to 2001. This increase was primarily due to (i) downward revisions in
the estimates of remaining oil reserves at December 31, 2002 and (ii) several
other wells being fully depleted in 2002 due to the lack of remaining
economically recoverable reserves. These increases were partially offset by two
significant wells being fully depleted in 2001 due to the lack of remaining
economically recoverable reserves. As a
-36-
percentage of Net Profits, this expense increased to 18.8% in 2002 from 11.5% in
2001. This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
General and administrative expenses increased $2,168 (1.4%) in 2002 as
compared to 2001. As a percentage of Net Profits, these expenses increased to
11.1% in 2002 from 7.3% in 2001. This percentage increase was primarily due to
the decrease in Net Profits.
P-5 Partnership
---------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
--------------------------------------
Total Net Profits increased $394,868 (44.6%) in 2003 as compared to 2002.
Of this increase, approximately $560,000 was related to an increase in the
average price of gas sold, which increase was partially offset by a decrease of
approximately $208,000 related to a decrease in volumes of gas sold. Volumes of
oil sold increased 141 barrels, while volumes of gas sold decreased 72,933 Mcf
in 2003 as compared to 2002. The decrease in volumes of gas sold was primarily
due to (i) normal declines in production and (ii) the shutting-in of two
significant wells during 2003 in order to perform workovers on those wells. One
of the shut-in wells has already returned to production and the operator has not
yet determined when the other shut-in well will return to production. These
decreases were partially offset by the successful completion of one significant
well in early 2003. Average oil and gas prices increased to $30.01 per barrel
and $4.64 per Mcf, respectively, in 2003 from $24.14 per barrel and $2.85 per
Mcf, respectively, in 2002.
Depletion of Net Profits Interests decreased $23,575 (22.8%) in 2003 as
compared to 2002. This decrease was primarily due to (i) two significant wells
being fully depleted in 2002 due to the lack of remaining economically
recoverable reserves, (ii) the decrease in volumes of gas sold, and (iii) upward
revisions in the estimates of remaining oil and gas reserves at December 31,
2003. These decreases were partially offset by one significant well being
substantially depleted in 2003 due to the lack of remaining economically
recoverable reserves. As a percentage of Net Profits, this expense decreased to
6.2% in 2003 from 11.7% in 2002. This percentage decrease was primarily due to
the increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,350 (1.6%) in 2003 as
compared to 2002. As a percentage of Net Profits, these expenses decreased to
11.9% in 2003 from 16.9% in 2002. This percentage decrease was primarily due to
the increase in Net Profits.
-37-
The P-5 Partnership achieved payout during the third quarter of 2003.
After payout, operations and revenues for the P-5 Partnership have been and 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 were allocated 5% to the
General Partner and 95% to the Limited Partners.
Cumulative cash distributions to the Limited Partners through December 31,
2003 were $12,390,759 or 104.61% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
--------------------------------------
Total Net Profits decreased $756,961 (46.1%) in 2002 as compared to 2001.
Of this decrease, approximately (i) $596,000 was related to a decrease in the
average price of gas sold and (ii) $227,000 was related to a decrease in volumes
of gas sold. Volumes of oil sold increased 1,442 barrels, while volumes of gas
sold decreased 51,629 Mcf in 2002 as compared to 2001. 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 mid 2002
and (ii) positive prior period volume adjustments on two other wells during
2002. The decrease in volumes of gas sold was primarily due to (i) normal
declines in production and (ii) the shutting-in of one significant well due to
production difficulties during 2002. As of the date of this Annual Report,
management does not expect the shut-in well to return to production. Average oil
and gas prices decreased to $24.14 per barrel and $2.85 per Mcf, respectively,
in 2002 from $25.65 per barrel and $4.39 per Mcf, respectively, in 2001.
Depletion of Net Profits Interests decreased $24,086 (18.9%) in 2002 as
compared to 2001. This decrease was primarily due to (i) one significant well
being fully depleted in 2001 due to the lack of remaining economically
recoverable reserves and (ii) the decrease in volumes of gas sold. These
decreases were partially offset by two significant wells being fully depleted in
2002 due to the lack of remaining economically recoverable reserves. As a
percentage of Net Profits, this expense increased to 11.7% in 2002 from 7.7% in
2001. This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
General and administrative expenses increased $2,040 (1.4%) in 2002 as
compared to 2001. As a percentage of Net Profits, these expenses increased to
16.9% in 2002 from 9.0% in 2001. This percentage increase was primarily due to
the decrease in Net Profits.
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P-6 Partnership
---------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
--------------------------------------
Total Net Profits increased $871,015 (59.0%) in 2003 as compared to 2002.
Of this increase, approximately $971,000 was related to an increase in the
average price of gas sold, which increase was partially offset by a decrease of
approximately $172,000 related to a decrease in volumes of gas sold. Volumes of
oil sold increased 850 barrels, while volumes of gas sold decreased 59,635 Mcf
in 2003 as compared to 2002. Average oil and gas prices increased to $28.89 per
barrel and $4.57 per Mcf, respectively, in 2003 from $23.59 per barrel and $2.89
per Mcf, respectively, in 2002.
Depletion of Net Profits Interests decreased $39,752 (21.7%) in 2003 as
compared to 2002. This decrease was primarily due to (i) several wells being
fully depleted in 2002 due to the lack of remaining economically recoverable
reserves, (ii) the decrease in volumes of gas sold, and (iii) upward revisions
in the estimates of remaining oil and gas reserves at December 31, 2003. These
decreases were partially offset by one significant well being substantially
depleted in 2003 due to the lack of remaining economically recoverable reserves.
As a percentage of Net Profits, this expense decreased to 6.1% in 2003 from
12.4% in 2002. This percentage decrease was primarily due to the increases in
the average prices of oil and gas sold.
General and administrative expenses increased $2,457 (1.4%) in 2003 as
compared to 2002. As a percentage of Net Profits, these expenses decreased to
7.7% in 2003 from 12.0% in 2002. This percentage decrease was primarily due to
the increase in Net Profits.
Cumulative cash distributions to the Limited Partners through December 31,
2003 were $17,884,248 or 125.03% of Limited Partners' capital contribution.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
--------------------------------------
Total Net Profits decreased $806,224 (35.3%) in 2002 as compared to 2001.
Of this decrease, approximately (i) $680,000 was related to a decrease in the
average price of gas sold and (ii) $167,000 was related to a decrease in volumes
of gas sold. Volumes of oil sold increased 1,899 barrels, while volumes of gas
sold decreased 42,211 Mcf in 2002 as compared to 2001. The
-39-
increase in volumes of oil sold was primarily due to (i) an increase in
production on one significant well due to the successful workover of that well
during late 2001 and early 2002 and (ii) an increase in production on another
significant well due to the successful recompletion of that well during late
2002. The decrease in volumes of gas sold was primarily due to (i) normal
declines in production and (ii) the shutting-in of one significant well due to
production difficulties during 2002. These decreases were partially offset by
the P-6 Partnership's receipt of a reduced percentage of sales on another
significant well during 2001 due to gas balancing. As of the date of this Annual
Report, management does not expect the shut-in well to return to production.
Average oil and gas prices decreased to $23.59 per barrel and $2.89 per Mcf,
respectively, in 2002 from $25.03 per barrel and $3.96 per Mcf, respectively, in
2001.
Depletion of Net Profits Interests decreased $36,468 (16.6%) in 2002 as
compared to 2001. This decrease was primarily due to (i) several wells being
fully depleted in 2001 due to the lack of remaining economically recoverable
reserves and (ii) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 2002. These decreases were partially offset by several
wells being fully depleted in 2002 due to the lack of remaining economically
recoverable reserves. As a percentage of Net Profits, this expense increased to
12.4% in 2002 from 9.6% in 2001. This percentage increase was primarily due to
the decreases in the average prices of oil and gas sold.
General and administrative expenses increased $2,308 (1.3%) in 2002 as
compared 2001. As a percentage of Net Profits, these expenses increased to 12.0%
in 2002 from 7.7% in 2001. This percentage increase was primarily due to the
decrease in Net Profits.
-40-
Average Proceeds and Units of Production
The following tables are comparisons of the annual barrel of oil
equivalent (one barrel of oil or six Mcf of gas) and the average proceeds (oil
and gas sales less lease operating expenses and production taxes) received per
barrel of oil equivalent attributable to the Partnerships' Net Profits for the
years ended December 31, 2003, 2002, and 2001.
2003 Compared to 2002
---------------------
Barrel of Oil Average Proceeds per
Equivalent Barrel of Oil Equivalent
--------------------------- --------------------------
P/ship 2003 2002 % Change 2003 2002 % Change
------ ------- ------- -------- ------ ------ --------
P-1 66,083 68,337 ( 3%) $20.73 $14.53 43%
P-3 94,902 98,788 ( 4%) 21.00 14.29 47%
P-4 64,539 100,157 (36%) 24.37 14.30 70%
P-5 58,636 70,651 (17%) 21.84 12.54 74%
P-6 112,126 121,215 ( 7%) 20.93 12.18 72%
2002 Compared to 2001
---------------------
Barrel of Oil Average Proceeds per
Equivalent Barrel of Oil Equivalent
--------------------------- --------------------------
P/ship 2002 2001 % Change 2002 2001 % Change
------ ------- ------- -------- ------ ------ --------
P-1 68,337 71,568 ( 5%) $14.53 $18.10 (20%)
P-3 98,788 104,363 ( 5%) 14.29 18.08 (21%)
P-4 100,157 103,670 ( 3%) 14.30 20.66 (31%)
P-5 70,651 77,813 ( 9%) 12.54 21.11 (41%)
P-6 121,215 126,352 ( 4%) 12.18 18.06 (33%)
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the Limited Partners on a quarterly basis. See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from the Net
Profits Interests are not reinvested in productive assets. Assuming 2003
production levels for future years, the Partnerships' proved reserve quantities
at December 31, 2003 would have the following remaining lives:
-41-
Partnership Gas-Years Oil-Years
----------- --------- ---------
P-1 8.0 11.2
P-3 8.7 11.6
P-4 8.1 3.1
P-5 7.5 7.5
P-6 7.1 7.9
These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates. Any decrease from the high oil and gas prices at December 31, 2003
may cause a decrease in the estimated life of said reserves.
The Partnerships' available capital from the Limited Partners'
subscriptions has been spent on Net Profits Interests and there should be no
further material capital resource commitments in the future. The Partnerships
have no debt commitments.
The Partnerships sold certain Net Profits Interests during 2003, 2002, and
2001. These sales were made by the General Partner after giving due
consideration to both the offer price and the General Partner's estimate of the
underlying property's remaining proved reserves and future operating costs. Net
proceeds from the sales were distributed to the Partnerships and included in the
calculation of the Partnerships' cash distributions for the quarter immediately
following the Partnerships' receipt of the proceeds. The amount of such proceeds
from the sale of Net Profits Interest during 2003, 2002, and 2001, were as
follows:
Partnership 2003 2002 2001
----------- ------- ------- -------
P-1 $45,230 $40,636 $17,521
P-3 57,301 51,341 23,925
P-4 938 - 3,414
P-5 8,657 10,398 43,097
P-6 5,212 11,319 52,686
There can be no assurance as to the amount of the Partnerships' future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available cash flow generated by the Partnerships'
Net Profits Interests, which will be affected (either positively or negatively)
by many factors beyond the control of the Partnerships, including the price of
and demand for oil and gas and other market and economic conditions. Even if
prices and costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing properties
declines) since the Partnerships are not replacing production. The Partnerships'
quantity of proved
-42-
reserves has been reduced by the sale of Net Profits Interests; therefore, it is
possible that the Partnerships' future cash distributions will decline as a
result of a reduction of the Partnerships' reserve base.
Pursuant to the terms of the Partnership Agreements, the Partnerships are
scheduled to terminate on December 31, 2005. However, the Partnership Agreements
provide that the General Partner may extend the term of each Partnership for up
to five periods of two years each. The General Partner has not yet determined
whether it will extend the terms of any of the Partnerships.
Off-Balance Sheet Arrangements
The Partnerships do not have any off-balance sheet arrangements.
Tabular Disclosure of Contractual Obligations
The Partnerships do not have any contractual obligations of the type
required to be disclosed under this heading.
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,
net of estimated salvage values related to the underlying properties in which
the Partnership has a Net Profits Interest.
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
-43-
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.
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 Net
Profits Interest in a well, such sales are recorded as revenue unless total
sales from the well have exceeded the Partnership's share of estimated total gas
reserves attributable to the underlying property, at which time such excess is
recorded as a liability. The rates per Mcf used to calculate 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 average annual 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, resulting in
a decrease of accounts receivable - Net Profits, in the following approximate
amounts for each Partnership:
-44-
Increase
(Decrease) in
Net Income for
Increase in Change in Asset
Net Profits Accounting Retirement
Partnership 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 is adjusted upwards each quarter in order
to recognize accretion of the time-related discount factor. For 2003, the P-1,
P-3, P-4, P-5, and P-6 Partnerships recognized approximately $3,000, $5,000,
$5,000, $3,000, and $9,000 of an increase in depletion of Net Profits Interests,
which was comprised of accretion of the asset retirement obligation and
depletion of the increase in Net Profits Interests.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors,
including the extent of domestic and foreign production, foreign imports of oil,
market demand, domestic and foreign economic conditions in general, and
governmental regulations and tax laws. The general level of inflation in the
economy did not have a material effect on the operations of the Partnerships in
2003. Oil and gas prices have fluctuated during recent years and generally have
not followed the same pattern as inflation. See "Item 2. Properties - Oil and
Gas Production, Revenue, and Price History."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Partnerships do not hold any market risk sensitive instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 15
hereof.
-45-
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the principal
executive officer and principal financial officer conducted an evaluation of the
Partnerships' disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities and Exchange Act of 1934). Based on this
evaluation, such officers concluded that the Partnerships' disclosure controls
and procedures are effective to ensure that information required to be disclosed
by the Partnerships in reports filed under the Exchange Act is recorded,
processed, summarized, and reported accurately and within the time periods
specified in the Securities and Exchange Commission rules and forms.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The Partnerships have no directors or executive officers. The following
individuals are directors and executive officers of the General Partner. The
business address of such director and executive officers is Two West Second
Street, Tulsa, Oklahoma 74103.
Name Age Position with General Partner
---------------- --- --------------------------------
Dennis R. Neill 52 President and Director
Judy K. Fox 53 Secretary
The director will hold office until the next annual meeting of shareholders of
Geodyne or until his successor has been duly elected and qualified. All
executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm, Conner and Winters, where his principal practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State University and a Juris Doctorate degree from the University of
Texas. Mr. Neill also
-46-
serves as Senior Vice President of Samson Investment Company and as President
and Director of Samson Properties Incorporated, Samson Hydrocarbons Company,
Dyco Petroleum Corporation, Berry Gas Company, Circle L Drilling Company, Snyder
Exploration Company, and Compression, Inc.
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and
its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas
Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas
Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Partnerships and the General Partner, there
were no officers, directors, or ten percent owners who were delinquent filers
during 2003 of reports required under Section 16 of the Securities Exchange Act
of 1934.
Audit Committee Financial Expert
The Partnerships are not required by SEC regulations or otherwise to
maintain an audit committee. The board of directors of the General Partner
consists of one person and therefore serves as its audit committee. There is not
an audit committee financial expert, as defined in the SEC regulations, serving
on the General Partner's board of directors.
Code of Ethics
The General Partner has adopted a Code of Ethics which applies to all of
its executive officers, including those persons who perform the functions of
principal executive officer, principal financial officer, and principal
accounting officer. The Partnerships will provide, free of charge, a copy of
this Code of Ethics to any person upon receipt of a written request mailed to
Geodyne Resources, Inc., Samson Plaza, Two West Second Street, Tulsa, OK 74103.
Such request must include the address to which the Code of Ethics should be
mailed.
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual general
and administrative costs and operating costs incurred and attributable to the
conduct of the business affairs and operations of the Partnerships, computed on
a cost basis, determined in accordance with generally accepted accounting
principles. Such reimbursed costs and expenses allocated to the
-47-
Partnerships include office rent, secretarial, employee compensation and
benefits, travel and communication costs, fees for professional services, and
other items generally classified as general or administrative expense. When
actual costs incurred benefit other Partnerships and affiliates, the allocation
of costs is based on the relationship of the Partnerships' reserves to the total
reserves owned by all Partnerships and affiliates. The amount of general and
administrative expense allocated to the General Partner and its affiliates and
charged to each Partnership during 2003, 2002, and 2001, is set forth in the
table below. Although the actual costs incurred by the General Partner and its
affiliates have fluctuated during the three years presented, the amounts charged
to the Partnerships have not fluctuated due to expense limitations imposed by
the Partnership Agreements.
Partnership 2003 2002 2001
----------- -------- -------- --------
P-1 $113,760 $113,760 $113,760
P-3 178,560 178,560 178,560
P-4 132,960 132,960 132,960
P-5 124,680 124,680 124,680
P-6 150,564 150,564 150,564
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships reimburse the
General Partner or its affiliates for that portion of such officers' and
directors' salaries and expenses attributable to time devoted by such
individuals to the Partnerships' activities based on the allocation method
described above. The following tables indicate the approximate amount of general
and administrative expense reimbursement attributable to the salaries of the
directors, officers, and employees of the General Partner and its affiliates
during 2003, 2002, and 2001:
-48-
Salary Reimbursements
P-1 Partnership
---------------
Three Years Ended December 31, 2003
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $63,160 - - - - - -
2002 $60,748 - - - - - -
2003 $61,746 - - - - - -
- ----------
(1) The general and administrative expenses paid by the P-1 Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the P-1 Partnership and no individual's salary or other
compensation reimbursement from the P-1 Partnership equals or exceeds
$100,000 per annum.
-49-
Salary Reimbursements
P-3 Partnership
---------------
Three Years Ended December 31, 2003
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- -------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $99,137 - - - - - -
2002 $95,351 - - - - - -
2003 $96,917 - - - - - -
- ----------
(1) The general and administrative expenses paid by the P-3 Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the P-3 Partnership and no individual's salary or other
compensation reimbursement from the P-3 Partnership equals or exceeds
$100,000 per annum.
-50-
Salary Reimbursements
P-4 Partnership
---------------
Three Years Ended December 31, 2003
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $73,819 - - - - - -
2002 $71,001 - - - - - -
2003 $72,167 - - - - - -
- ----------
(1) The general and administrative expenses paid by the P-4 Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the P-4 Partnership and no individual's salary or other
compensation reimbursement from the P-4 Partnership equals or exceeds
$100,000 per annum.
-51-
Salary Reimbursements
P-5 Partnership
---------------
Three Years Ended December 31, 2003
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
----------------------------- -------------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $69,222 - - - - - -
2002 $66,579 - - - - - -
2003 $67,673 - - - - - -
- ----------
(1) The general and administrative expenses paid by the P-5 Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the P-5 Partnership and no individual's salary or other
compensation reimbursement from the P-5 Partnership equals or exceeds
$100,000 per annum.
-52-
Salary Reimbursements
P-6 Partnership
---------------
Three Years Ended December 31, 2003
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------- ---------------------- --------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $83,593 - - - - - -
2002 $80,401 - - - - - -
2003 $81,722 - - - - - -
- ----------
(1) The general and administrative expenses paid by the P-6 Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the P-6 Partnership and no individual's salary or other
compensation reimbursement from the P-6 Partnership equals or exceeds
$100,000 per annum.
-53-
Affiliates of the Partnerships serve as operator of some of the wells in
which the Partnerships own a Net Profits Interest. The owners of the working
interests in these wells contract with such affiliates for services as operator
of the wells. As operator, such affiliates are compensated at rates provided in
the operating agreements in effect and charged to all parties to such agreement.
Such compensation may occur both prior and subsequent to the commencement of
commercial marketing of production of oil or gas. The dollar amount of such
compensation which burdens the Partnerships' Net Profits Interests is impossible
to quantify as of the date of this Annual Report.
Samson maintains necessary inventories of new and used field equipment.
Samson may have provided some of this equipment for wells in which the
Partnerships have a Net Profits Interest. This equipment was provided at prices
or rates equal to or less than those normally charged in the same or comparable
geographic area by unaffiliated persons or companies dealing at arm's length.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of
the Units as of March 3, 2004 by (i) each beneficial owner of more than five
percent of the issued and outstanding Units, (ii) the director and officers of
the General Partner, and (iii) the General Partner and its affiliates. The
address of the General Partner, its officers and director, and Samson Resources
Company is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
- -------------------------------------------- ---------------
P-1 Partnership:
- ---------------
Samson Resources Company 30,066 (27.8%)
All affiliates, directors, and officers of
the General Partner as a group and the
General Partner (4 persons) 30,066 (27.8%)
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P-3 Partnership:
- ---------------
Samson Resources Company 67,933 (40.1%)
All affiliates, directors, and officers
of the General Partner as a group and
the General Partner (4 persons) 67,933 (40.1%)
P-4 Partnership:
- ---------------
Samson Resources Company 32,648 (25.9%)
All affiliates, directors, and officers
of the General Partner as a group and
the General Partner (4 persons) 32,648 (25.9%)
P-5 Partnership:
- ---------------
Samson Resources Company 27,581 (23.3%)
All affiliates, directors, and officers
of the General Partner as a group and
the General Partner (4 persons) 27,581 (23.3%)
P-6 Partnership:
- ---------------
Samson Resources Company 19,801 (13.8%)
ATL, Inc.
1200 Harbor Boulevard, 5th Floor
Weehawken, NJ 07087 54,887 (38.4%)
All affiliates, directors, and officers
of the General Partner as a group and
the General Partner (4 persons) 19,801 (13.8%)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil and gas
activities independently of the Partnerships which result in conflicts of
interest that cannot be totally eliminated. The allocation of acquisition
opportunities and the nature of the compensation arrangements between the
Partnerships and the General Partner also create potential conflicts of
interest. An affiliate of the Partnerships owns some of the Partnerships' Units
and therefore has an identity of interest
-55-
with other Limited Partners with respect to the operations of the Partnerships.
In order to attempt to assure limited liability for the Limited Partners
as well as an orderly conduct of business, management of the Partnerships is
exercised solely by the General Partner. The Partnership Agreements grant the
General Partner broad discretionary authority with respect to the Partnerships'
expenditure and control of funds, including borrowings. These provisions are
similar to those contained in prospectuses and partnership agreements for other
public oil and gas partnerships. Broad discretion as to general management of
the Partnerships involves circumstances where the General Partner has conflicts
of interest and where it must allocate costs and expenses, or opportunities,
among the Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and
personnel exclusively to the Partnerships. Furthermore, the Partnerships do not
have any employees, but instead rely on the personnel of Samson. The
Partnerships thus compete with Samson (including other oil and gas partnerships)
for the time and resources of such personnel. Samson devotes such time and
personnel to the management of the Partnerships as are indicated by the
circumstances and as are consistent with the General Partner's fiduciary duties.
Affiliates of the Partnerships operate certain wells in which the
Partnerships have a net profits interest and are compensated for such services
at rates comparable to charges of unaffiliated third parties for services in the
same geographic area. These costs are charged to the owners of the working
interest of such wells and are considered when calculating the Net Profits
payable to the Partnerships. These costs are thus indirectly borne by the
Partnership.
Affiliates of the Partnerships are solely responsible for the negotiation,
administration, and enforcement of oil and gas sales agreements covering the
leasehold interests in which the Partnerships hold Net Profits Interests.
Because affiliates of the Partnerships who provide services to the owners of the
Working Interests have fiduciary or other duties to other members of Samson,
contract amendments and negotiating positions taken by them in their effort to
enforce contracts with purchasers may not necessarily represent the positions
that the owners of such Working Interests would take if they were to administer
their own contracts without involvement with other members of Samson. On the
other hand, management believes that the negotiating strength and contractual
positions of the owners of such Working Interests have been enhanced by virtue
of their affiliation with Samson.
-56-
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During 2003 and 2002, each Partnership paid the following audit fees:
2003 2002
------- -------
Year-end audit per engagement letter $19,250 $17,827
1st quarter 10-Q review 750 750
2nd quarter 10-Q review 750 750
3rd quarter 10-Q review 750 750
Audit-Related Fees
During 2003 and 2002 the Partnerships did not pay any audit-related fees
of the type required by the SEC to be disclosed in this Annual Report under this
heading.
Tax Fees
During 2003 and 2002 the Partnerships did not pay any tax compliance, tax
advice, or tax planning fees of the type required by the SEC to be disclosed in
this Annual Report under this heading.
All Other Fees
During 2003 and 2002 the Partnerships did not pay any other fees of the
type required by the SEC to be disclosed in this Annual Report under this
heading.
Audit Approval
The Partnerships do not have audit committee pre-approval policies and
procedures as described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X.
The Partnerships did not receive any services of the type described in Items
9(e)(2) through 9(e)(4) of Schedule 14A.
Audit and Related Fees Paid by Affiliates
The Partnerships' accountants received compensation from other related
partnerships managed by the General Partner and from other entities affiliated
with the General Partner. This compensation is for audit services, tax related
services, and other accounting-related services. The General Partner does not
believe this arrangement creates a conflict of interest or
-57-
impairs the auditors' independence.
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the
Geodyne Institutional/Pension Energy Income P-1 Limited Partnership
Geodyne Institutional/Pension Energy Income Limited Partnership P-3
Geodyne Institutional/Pension Energy Income Limited Partnership P-4
Geodyne Institutional/Pension Energy Income Limited Partnership P-5
Geodyne Institutional/Pension Energy Income Limited Partnership P-6
as of December 31, 2003 and 2002 and for each of the three years in
the period ended December 31, 2003 are filed as part of this report:
Report of Independent Auditors
Combined Balance Sheets
Combined Statements of Operations
Combined Statements of Changes in
Partners' Capital (Deficit)
Combined Statements of Cash Flows
Notes to Combined Financial Statements
(2) Financial Statement Schedules:
None.
(3) Exhibits:
Exh.
No. Exhibit
- --- -------
4.1 Certificate of Limited Partnership dated March 16, 1988 for the
Geodyne Institutional/ Pension Energy Income P-1 Limited Partnership
filed as Exhibit 4.1 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
-58-
4.2 Amended and Restated Agreement of Limited Partnership dated October
25, 1988 for the Geodyne Institutional/Pension Energy Income P-1
Limited Partnership filed as Exhibit 4.2 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.3 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income P-1 Limited Partnership filed as Exhibit 4.3 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.4 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income P-1 Limited
Partnership filed as Exhibit 4.4 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2001, filed with the SEC
on February 26, 2002 and is hereby incorporated by reference.
4.5 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership filed as
Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.6 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership filed as
Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.7 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership filed as
Exhibit 4.7 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.8 Certificate of Limited Partnership dated February 13, 1989 for the
Geodyne Institutional/ Pension Energy Income Limited Partnership P-3
filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for
the year
-59-
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.9 Amended and Restated Agreement of Limited Partnership dated May 10,
1989 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-3 filed as Exhibit 4.16 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.10 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-3 filed as Exhibit 4.17 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.11 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-3 filed as Exhibit 4.18 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.12 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3 filed as
Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.13 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3 filed as
Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.14 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3 filed as
Exhibit 4.21 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.15 Certificate of Limited Partnership dated May 10, 1989 for the
Geodyne Institutional/ Pension Energy Income
-60-
Limited Partnership P-4 filed as Exhibit 4.22 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.16 Amended and Restated Agreement of Limited Partnership dated November
20, 1989 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-4 filed as Exhibit 4.23 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.17 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-4 filed as Exhibit 4.24 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.18 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-4 filed as Exhibit 4.25 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.19 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4 filed as
Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.20 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4 filed as
Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.21 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4 filed as
Exhibit 4.28 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
-61-
4.22 Certificate of Limited Partnership dated November 9, 1989 for the
Geodyne Institutional/ Pension Energy Income Limited Partnership P-5
filed as Exhibit 4.29 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.23 Amended and Restated Agreement of Limited Partnership dated February
26, 1990 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-5 filed as Exhibit 4.30 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.24 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-5 filed as Exhibit 4.31 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.25 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-5 filed as Exhibit 4.32 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.26 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5 filed as
Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.27 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5 filed as
Exhibit 4.34 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.28 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5 filed as
Exhibit 4.35 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001,
-62-
filed with the SEC on February 26, 2002 and is hereby incorporated
by reference.
4.29 Certificate of Limited Partnership dated November 28, 1989 for the
Geodyne Institutional/ Pension Energy Income Limited Partnership P-6
filed as Exhibit 4.36 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.30 Amended and Restated Agreement of Limited Partnership dated October
5, 1990 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-6 filed as Exhibit 4.37 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.31 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-6 filed as Exhibit 4.38 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.32 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-6 filed as Exhibit 4.39 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.33 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-6 filed as
Exhibit 4.40 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.34 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-6 filed as
Exhibit 4.41 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.35 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne Institutional/
Pension Energy Income Limited Partnership
-63-
P-6 filed as Exhibit 4.42 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 2001, filed with the SEC on February
26, 2002 and is hereby incorporated by reference.
10.1 Amended and Restated Agreement of Partnership dated October 25, 1988
for the Geodyne NPI Partnership P-1 filed as Exhibit 10.1 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.2 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for the Geodyne NPI Partnership P-1 filed as
Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
10.3 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for the Geodyne NPI Partnership P-1 filed as
Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
10.4 Agreement of Partnership dated February 9, 1989 for the Geodyne NPI
Partnership P-3 filed as Exhibit 10.7 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
10.5 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-3 filed as Exhibit 10.8 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.6 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-3 filed as Exhibit 10.9 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.7 Agreement of Partnership dated April 24, 1989 for the Geodyne NPI
Partnership P-4 filed as Exhibit 10.10 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
10.8 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-4
-64-
filed as Exhibit 10.11 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 2001, filed with the SEC on February
26, 2002 and is hereby incorporated by reference.
10.9 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-4 filed as Exhibit 10.12 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.10 Agreement of Partnership dated October 27, 1989 for the Geodyne NPI
Partnership P-5 filed as Exhibit 10.13 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
10.11 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-5 filed as Exhibit 10.14 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.12 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-5 filed as Exhibit 10.15 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.13 Agreement of Partnership dated November 28, 1989 for the Geodyne NPI
Partnership P-6 filed as Exhibit 10.16 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
10.14 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-6 filed as Exhibit 10.17 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-6 filed as Exhibit 10.18 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
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*23.1 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership.
*23.2 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3.
*23.3 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4.
*23.4 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5.
*23.5 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-6.
*31.1 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income P-1 Limited Partnership.
*31.2 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income P-1 Limited Partnership.
*31.3 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-3.
*31.4 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-3.
*31.5 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-4.
*31.6 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-4.
*31.7 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-5.
*31.8 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-5.
-66-
*31.9 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-6.
*31.10 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-6.
*32.1 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.
*32.2 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.
*32.3 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.
*32.4 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.
*32.5 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.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 2003:
None.
-67-
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly organized.
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME P-1 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-3
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-4
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-5
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-6
By: GEODYNE RESOURCES, INC.
General Partner
March 26, 2004
By: //s//Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities on the dates indicated.
By: //s//Dennis R. Neill President and March 26, 2004
------------------- Director (Principal
Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting March 26, 2004
------------------- Officer (Principal
Craig D. Loseke Accounting and
Financial Officer)
//S//Judy K. Fox Secretary March 26, 2004
-------------------
Judy K. Fox
-68-
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT AUDITORS
TO THE PARTNERS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP AND GEODYNE
NPI PARTNERSHIP P-1
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Institutional/Pension Energy Income P-1 Limited
Partnership, a Texas limited partnership, and Geodyne NPI Partnership P-1, an
Oklahoma general partnership, at December 31, 2003 and 2002, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Partnerships' management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the
heading "New Accounting Pronouncements", effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 23, 2004
F-1
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-1
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 399,580 $ 309,227
Accounts receivable:
Net Profits 139,856 195,043
--------- ---------
Total current assets $ 539,436 $ 504,270
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 732,423 726,622
--------- ---------
$1,271,859 $1,230,892
========= =========
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 58,713) ($ 61,127)
Limited Partners, issued and
outstanding, 108,074 Units 1,330,572 1,292,019
--------- ---------
Total Partners' capital $1,271,859 $1,230,892
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-2
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-1
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- ---------- ----------
REVENUES:
Net Profits $1,370,158 $ 993,269 $1,295,509
Interest income 2,110 1,751 9,877
Gain on sale of
Net Profits Interests 43,930 37,624 17,521
--------- --------- ---------
$1,416,198 $1,032,644 $1,322,907
COSTS AND EXPENSES:
Depletion of
Net Profits Interests $ 79,938 $ 115,284 $ 168,596
General and
administrative 143,103 143,004 139,215
--------- --------- ---------
$ 223,041 $ 258,288 $ 307,811
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,193,157 $ 774,356 $1,015,096
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) 3,732 - -
--------- --------- ---------
NET INCOME $1,196,889 $ 774,356 $1,015,096
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 126,336 $ 87,636 $ 115,696
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,070,553 $ 686,720 $ 899,400
========= ========= =========
NET INCOME
per Unit $ 9.91 $ 6.35 $ 8.32
========= ========= =========
UNITS OUTSTANDING 108,074 108,074 108,074
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-3
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-1
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Combined
------------ ---------- ------------
Balance, Dec. 31, 2000 $1,521,899 ($ 64,717) $1,457,182
Net income 899,400 115,696 1,015,096
Cash distributions ( 1,253,000) ( 128,536) ( 1,381,536)
--------- ------- ---------
Balance, Dec. 31, 2001 $1,168,299 ($ 77,557) $1,090,742
Net income 686,720 87,636 774,356
Cash distributions ( 563,000) ( 71,206) ( 634,206)
--------- ------- ---------
Balance, Dec. 31, 2002 $1,292,019 ($ 61,127) $1,230,892
Net income 1,070,553 126,336 1,196,889
Cash distributions ( 1,032,000) ( 123,922) ( 1,155,922)
--------- ------- ---------
Balance, Dec. 31, 2003 $1,330,572 ($ 58,713) $1,271,859
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-4
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-1
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ---------- ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,196,889 $774,356 $1,015,096
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 79,938 115,284 168,596
Gain on sale of
Net Profits Interests ( 43,930) ( 37,624) ( 17,521)
(Increase)decrease in
accounts receivable
- Net Profits ( 1,201) ( 70,331) 155,443
--------- ------- ---------
Net cash provided by
operating activities $1,227,964 $781,685 $1,321,614
--------- ------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 26,919) ($ 61,170) ($ 60,254)
Proceeds from sale of
Net Profits Interests 45,230 40,636 17,521
--------- ------- ---------
Net cash provided (used) by
investing activities $ 18,311 ($ 20,534) ($ 42,733)
--------- ------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,155,922) ($634,206) ($1,381,536)
--------- ------- ---------
Net cash used by financing
activities ($1,155,922) ($634,206) ($1,381,536)
--------- ------- ---------
F-5
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 90,353 $126,945 ($ 102,655)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 309,227 182,282 284,937
--------- ------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 399,580 $309,227 $ 182,282
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-6
REPORT OF INDEPENDENT AUDITORS
TO THE PARTNERS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 AND GEODYNE
NPI PARTNERSHIP P-3
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Institutional/Pension Energy Income Limited Partnership
P-3, an Oklahoma limited partnership, and Geodyne NPI Partnership P-3, an
Oklahoma general partnership, at December 31, 2003 and 2002, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Partnerships' management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the
heading "New Accounting Pronouncements", effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 23, 2004
F-7
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE NPI PARTNERSHIP P-3
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 581,527 $ 433,562
Accounts receivable:
Net Profits 199,159 285,379
--------- ---------
Total current assets $ 780,686 $ 718,941
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 1,190,694 1,170,405
--------- ---------
$1,971,380 $1,889,346
========= =========
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 47,020) ($ 51,594)
Limited Partners, issued and
outstanding, 169,637 Units 2,018,400 1,940,940
--------- ---------
Total Partners' capital $1,971,380 $1,889,346
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-8
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE NPI PARTNERSHIP P-3
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- ---------- ----------
REVENUES:
Net Profits $1,993,107 $1,411,475 $1,886,577
Interest income 3,060 2,610 14,549
Gain on sale of
Net Profits Interests 55,610 47,198 23,494
--------- --------- ---------
$2,051,777 $1,461,283 $1,924,620
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 121,245 $ 177,473 $ 272,549
General and
administrative 211,602 211,234 206,717
--------- --------- ---------
$ 332,847 $ 388,707 $ 479,266
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,718,930 $1,072,576 $1,445,534
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) 4,070 - -
--------- --------- ---------
NET INCOME $1,723,000 $1,072,576 $1,445,534
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 182,540 $ 122,969 $ 167,610
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,540,460 $ 949,607 $1,277,744
========= ========= =========
NET INCOME
per Unit $ 9.08 $ 5.60 $ 7.53
========= ========= =========
UNITS OUTSTANDING 169,637 169,637 169,637
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-9
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE NPI PARTNERSHIP P-3
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Combined
------------ ---------- ------------
Balance, Dec. 31, 2000 $2,352,589 ($ 86,997) $2,265,592
Net income 1,277,744 167,610 1,445,354
Cash distributions ( 1,837,000) ( 154,790) ( 1,991,790)
--------- ------- ---------
Balance, Dec. 31, 2001 $1,793,333 ($ 74,177) $1,719,156
Net income 949,607 122,969 1,072,576
Cash distributions ( 802,000) ( 100,386) ( 902,386)
--------- ------- ---------
Balance, Dec. 31, 2002 $1,940,940 ($ 51,594) $1,889,346
Net income 1,540,460 182,540 1,723,000
Cash distributions ( 1,463,000) ( 177,966) ( 1,640,966)
--------- ------- ---------
Balance, Dec. 31, 2003 $2,018,400 ($ 47,020) $1,971,380
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-10
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE NPI PARTNERSHIP P-3
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,723,000 $1,072,576 $1,445,354
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 121,245 177,473 272,549
Gain on sale of
Net Profits Interests ( 55,610) ( 47,198) ( 23,494)
(Increase) decrease in
accounts receivable
- Net Profits ( 9,446) ( 96,400) 239,411
Decrease in accounts
receivable - General
Partner - - 512
--------- --------- ---------
Net cash provided by
operating activities $1,775,119 $1,106,451 $1,934,332
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 43,489) ($ 88,773) ($ 115,995)
Proceeds from sale of
Net Profits Interests 57,301 51,341 23,925
--------- --------- ---------
Net cash provided (used)
by investing activities $ 13,812 ($ 37,432) ($ 92,070)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,640,966) ($ 902,386) ($1,991,790)
--------- --------- ---------
Net cash used by financing
activities ($1,640,966) ($ 902,386) ($1,991,790)
--------- --------- ---------
F-11
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 147,965 $ 166,633 ($ 149,528)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 433,562 266,929 416,457
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 581,527 $ 433,562 $ 266,929
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-12
REPORT OF INDEPENDENT AUDITORS
TO THE PARTNERS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 AND
GEODYNE NPI PARTNERSHIP P-4
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Institutional/Pension Energy Income Limited Partnership
P-4, an Oklahoma limited partnership, and Geodyne NPI Partnership P-4, an
Oklahoma general partnership, at December 31, 2003 and 2002, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Partnerships' management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the
heading "New Accounting Pronouncements", effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 23, 2004
F-13
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE NPI PARTNERSHIP P-4
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 399,864 $ 351,179
Accounts receivable:
Related party (Note 2) - 416
Net Profits 240,436 376,603
--------- ---------
Total current assets $ 640,300 $ 728,198
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 436,463 448,053
--------- ---------
$1,076,763 $1,176,251
========= =========
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 66,233) ($ 57,787)
Limited Partners, issued and
outstanding, 126,306 Units 1,142,996 1,234,038
--------- ---------
Total Partners' capital $1,076,763 $1,176,251
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-14
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE NPI PARTNERSHIP P-4
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ------------ ----------
REVENUES:
Net Profits $1,573,059 $1,431,998 $2,142,197
Interest income 2,788 3,567 15,881
Gain (loss) on sale of
Net Profits Interests - ( 5,853) 2,642
--------- --------- ---------
$1,575,847 $1,429,712 $2,160,720
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 92,194 $ 268,612 $ 247,384
General and
administrative 160,974 158,592 156,424
--------- --------- ---------
$ 253,168 $ 427,204 $ 403,808
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,322,679 $1,002,508 $1,756,912
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) ( 439) - -
--------- --------- ---------
NET INCOME $1,322,240 $1,002,508 $1,756,912
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 140,282 $ 124,069 $ 196,368
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,181,958 $ 878,439 $1,560,544
========= ========= =========
NET INCOME
per Unit $ 9.36 $ 6.95 $ 12.36
========= ========= =========
UNITS OUTSTANDING 126,306 126,306 126,306
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-15
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE NPI PARTNERSHIP P-4
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Combined
------------ ---------- ------------
Balance, Dec. 31, 2000 $1,771,055 ($ 54,697) $1,716,358
Net income 1,560,544 196,368 1,756,912
Cash distributions ( 1,858,000) ( 213,290) ( 2,071,290)
--------- ------- ---------
Balance, Dec. 31, 2001 $1,473,599 ($ 71,619) $1,401,980
Net income 878,439 124,069 1,002,508
Cash distributions ( 1,118,000) ( 110,237) ( 1,228,237)
--------- ------- ---------
Balance, Dec. 31, 2002 $1,234,038 ($ 57,787) $1,176,251
Net income 1,181,958 140,282 1,322,240
Cash distributions ( 1,273,000) (148,728) ( 1,421,728)
--------- ------- ---------
Balance, Dec. 31, 2003 $1,142,996 ($ 66,233) $1,076,763
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-16
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE NPI PARTNERSHIP P-4
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ------------ -----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,322,240 $1,002,508 $1,756,912
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 92,194 268,612 247,384
Gain (loss) on sale of
Net Profits Interests - 5,853 ( 2,642)
(Increase) decrease in
accounts receivable-
related party 5 ( 5) -
(Increase) decrease in
accounts receivable -
Net Profits 79,535 ( 44,241) 194,241
--------- --------- ---------
Net cash provided by
operating activities $1,494,413 $1,232,727 $2,195,895
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 24,938) ($ 73,913) ($ 146,878)
Proceeds from sale of
Net Profits Interests 938 - 3,414
--------- --------- ---------
Net cash used by
investing activities ($ 24,000) ($ 73,913) ($ 143,464)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,421,728) ($1,228,237) ($2,071,290)
--------- --------- ---------
Net cash used by financing
activities ($1,421,728) ($1,228,237) ($2,071,290)
--------- --------- ---------
F-17
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 48,685 ($ 69,423) ($ 18,859)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 351,179 420,602 439,461
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 399,864 $ 351,179 $ 420,602
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-18
REPORT OF INDEPENDENT AUDITORS
TO THE PARTNERS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 AND GEODYNE
NPI PARTNERSHIP P-5
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Institutional/Pension Energy Income Limited Partnership
P-5, an Oklahoma limited partnership, and Geodyne NPI Partnership P-5, an
Oklahoma general partnership, at December 31, 2003 and 2002, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Partnerships' management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the
heading "New Accounting Pronouncements", effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 23, 2004
F-19
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE NPI PARTNERSHIP P-5
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 337,494 $ 252,994
Accounts receivable:
Net Profits - 65,132
--------- ---------
Total current assets $ 337,494 $ 318,126
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 616,277 612,748
--------- ---------
$ 953,771 $ 930,874
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 3,810 $ -
--------- ---------
Total current liabilities $ 3,810 $ -
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 59,667) ($ 70,113)
Limited Partners, issued and
outstanding, 118,449 Units 1,009,628 1,000,987
--------- ---------
Total Partners' capital $ 949,961 $ 930,874
========= =========
$ 953,771 $ 930,874
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-20
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE NPI PARTNERSHIP P-5
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- -------- ----------
REVENUES:
Net Profits $1,280,650 $885,782 $1,642,743
Interest income 2,365 2,106 15,990
Gain on sale of
Net Profits Interests - 9,113 43,097
--------- ------- ---------
$1,283,015 $897,001 $1,701,830
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 79,637 $103,212 $ 127,298
General and
administrative 152,225 149,875 147,835
--------- ------- ---------
$ 231,862 $253,087 $ 275,133
--------- ------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,051,153 $643,914 $1,426,697
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) 2,785 - -
--------- ------- ----------
NET INCOME $1,053,938 $643,914 $1,426,697
========= ======= =========
GENERAL PARTNER -
NET INCOME $ 78,297 $ 36,219 $ 75,627
========= ======= =========
LIMITED PARTNERS -
NET INCOME $ 975,641 $607,695 $1,351,070
========= ======= =========
NET INCOME
per Unit $ 8.24 $ 5.13 $ 11.41
========= ======= =========
UNITS OUTSTANDING 118,449 118,449 118,449
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-21
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE NPI PARTNERSHIP P-5
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Combined
------------ --------- ------------
Balance, Dec. 31, 2000 $1,583,222 ($60,882) $1,522,340
Net income 1,351,070 75,627 1,426,697
Cash distributions ( 1,996,000) ( 89,533) ( 2,085,533)
--------- ------ ---------
Balance, Dec. 31, 2001 $ 938,292 ($74,788) $ 863,504
Net income 607,695 36,219 643,914
Cash distributions ( 545,000) ( 31,544) ( 576,544)
--------- ------ ---------
Balance, Dec. 31, 2002 $1,000,987 ($70,113) $ 930,874
Net income 975,641 78,297 1,053,938
Cash distributions ( 967,000) ( 67,851) ( 1,034,851)
--------- ------ ---------
Balance, Dec. 31, 2003 $1,009,628 ($59,667) $ 949,961
========= ====== =========
The accompanying notes are an integral part of these
combined financial statements.
F-22
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE NPI PARTNERSHIP P-5
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ---------- ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,053,938 $643,914 $1,426,697
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 79,637 103,212 127,298
Gain on sale of
Net Profits Interests - ( 9,113) ( 43,097)
(Increase) decrease in
accounts receivable -
Net Profits ( 3,357) ( 14,540) 301,093
--------- ------- ---------
Net cash provided by
operating activities $1,127,433 $723,473 $1,811,991
--------- ------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 16,739) ($ 76,041) ($ 38,301)
Proceeds from sale of
Net Profits Interests 8,657 10,398 43,097
--------- ------- ---------
Net cash provided (used)
by investing activities ($ 8,082) ($ 65,643) $ 4,796
--------- ------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,034,851) ($576,544) ($2,085,533)
--------- ------- ---------
Net cash used by financing
activities ($1,034,851) ($576,544) ($2,085,533)
--------- ------- ---------
F-23
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 84,500 $ 81,286 ($ 268,746)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 252,994 171,708 440,454
--------- ------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 337,494 $252,994 $ 171,708
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-24
REPORT OF INDEPENDENT AUDITORS
TO THE PARTNERS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 AND
GEODYNE NPI PARTNERSHIP P-6
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Institutional/Pension Energy Income Limited Partnership
P-6, an Oklahoma limited partnership, and Geodyne NPI Partnership P-6, an
Oklahoma general partnership, at December 31, 2003 and 2002, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Partnerships' management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the
heading "New Accounting Pronouncements", effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 23, 2004
F-25
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
GEODYNE NPI PARTNERSHIP P-6
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 567,735 $ 317,796
Accounts receivable:
Net Profits - 146,070
--------- ---------
Total current assets $ 567,735 $ 463,866
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 1,264,192 1,196,952
--------- ---------
$1,831,927 $1,660,818
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 39,658 $ -
--------- ---------
Total current liabilities $ 39,658 $ -
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 60,944) ($ 67,729)
Limited Partners, issued and
outstanding, 143,041 Units 1,853,213 1,728,547
--------- ---------
Total Partners' capital $1,792,269 $1,660,818
========= =========
$1,831,927 $1,660,818
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-26
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-6
GEODYNE NPI PARTNERSHIP P-6
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- ---------- ----------
REVENUES:
Net Profits $2,347,266 $1,476,251 $2,282,475
Interest income 3,518 2,815 22,996
Gain on sale of Net
Profits Interests - 10,267 52,686
--------- --------- ---------
$2,350,784 $1,489,333 $2,358,157
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 143,634 $ 183,386 $ 219,854
General and
administrative 179,618 177,161 174,853
--------- --------- ---------
$ 323,252 $ 360,547 $ 394,707
--------- --------- ---------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING
CHANGE $2,027,532 $1,128,786 $1,963,450
Cumulative effect of
change in accounting
for asset retirement
obligations (Note 1) 1,477 - -
--------- --------- ---------
NET INCOME $2,029,009 $1,128,786 $1,963,450
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 215,343 $ 129,102 $ 130,157
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,813,666 $ 999,684 $1,833,293
========= ========= =========
NET INCOME
per Unit $ 12.68 $ 6.99 $ 12.82
========= ========= =========
UNITS OUTSTANDING 143,041 143,041 143,041
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-27
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-6
GEODYNE NPI PARTNERSHIP P-6
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Combined
------------ ---------- ------------
Balance, Dec. 31, 2000 $2,700,570 ($ 75,505) $2,625,065
Net income 1,833,293 130,157 1,963,450
Cash distributions ( 2,893,000) ( 142,562) ( 3,035,562)
--------- ------- ---------
Balance, Dec. 31, 2001 $1,640,863 ($ 87,910) $1,552,953
Net income 999,684 129,102 1,128,786
Cash distributions ( 912,000) ( 108,921) ( 1,020,921)
--------- ------- ---------
Balance, Dec. 31, 2002 $1,728,547 ($ 67,729) $1,660,818
Net income 1,813,666 215,343 2,029,009
Cash distributions ( 1,689,000) ( 208,558) ( 1,897,558)
--------- ------- ---------
Balance, Dec. 31, 2003 $1,853,213 ($ 60,944) $1,792,269
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-28
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
LIMITED PARTNERSHIP P-6
GEODYNE NPI PARTNERSHIP P-6
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $2,029,009 $1,128,786 $1,963,450
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 143,634 183,386 219,854
Gain on sale of
Net Profits Interests - ( 10,267) ( 52,686)
(Increase) decrease in
accounts receivable -
Net Profits ( 20,933) ( 83,527) 366,662
--------- --------- ---------
Net cash provided by
operating activities $2,150,233 $1,218,378 $2,497,280
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 7,948) ($ 78,281) ($ 18,289)
Proceeds from sale of
Net Profits Interests 5,212 11,319 52,686
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 2,736) ($ 66,962) $ 34,397
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,897,558) ($1,020,921) ($3,035,562)
--------- --------- ---------
Net cash used by financing
activities ($1,897,558) ($1,020,921) ($3,035,562)
--------- --------- ---------
F-29
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 249,939 $ 130,495 ($ 503,885)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 317,796 187,301 691,186
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 567,735 $ 317,796 $ 187,301
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-30
GEODYNE INSTITUTIONAL/PENSION PROGRAM
Notes to the Combined Financial Statements
For the Periods Ended December 31, 2003, 2002, and 2001
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Institutional/Pension Energy Income Limited Partnerships (the
"Partnerships") were formed pursuant to a public offering of depositary units
("Units"). Upon formation, investors became limited partners (the "Limited
Partners") and held Units issued by each Partnership. Geodyne Resources, Inc.
("Geodyne") is the general partner of each of the Partnerships. Each Partnership
is a general partner in the related Geodyne NPI Partnership (the "NPI
Partnerships") in which Geodyne serves as the managing partner. Limited
Partners' capital contributions were contributed to the related NPI Partnerships
for investment in net profits interests, royalty interests, and other
nonoperating interests in producing oil and gas properties. Most of the net
profits interests acquired by the Partnerships have been carved out of working
interests in producing properties, located in the continental United States,
which were acquired by affiliated oil and gas investment programs (the
"Affiliated Programs").
Net profits interests entitle the Partnerships to a share of net revenues
from producing properties measured by a specific percentage of the net profits
realized by such Affiliated Programs as owners of the working interests in the
producing properties. Except where otherwise noted, references to certain
operational activities of the Partnerships are actually the activities of the
Affiliated Programs. As the holder of a net profits interest, a Partnership is
not liable to pay any amount by which oil and gas operating costs and expenses
exceed revenues for any period, although any deficit, together with interest, is
applied to reduce the amounts payable to the Partnership in subsequent periods.
As used in these financial statements, the Partnerships' net profits and royalty
interests in oil and gas sales are referred to as "Net Profits" and the
Partnerships' net profits and royalty interests in oil and gas properties are
referred to as "Net Profits Interests." The Partnerships do not directly bear
capital costs. However, the Partnerships indirectly bear certain capital costs
incurred by the Affiliated Programs to the extent such capital costs are charged
against the applicable oil and gas revenues in calculating the net profits
payable to the Partnerships. For financial reporting purposes only, such capital
costs are reported as capital expenditures in the Partnerships' Statements of
Cash Flows.
The Partnerships were activated on the following dates with the following
Limited Partner capital contributions:
F-31
Limited Partner
Date of 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
The Partnerships' termination date under their 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.
For purposes of these financial statements, the Partnerships and NPI
Partnerships are collectively referred to as the "Partnerships" and the general
partner and managing partner are collectively referred to as the "General
Partner". An affiliate of the General Partner owned the following Units at
December 31, 2003:
Percent of
Number of Outstanding
Partnership Units Owned Units
----------- ----------- -----------
P-1 29,811 27.6%
P-3 67,813 40.0%
P-4 32,507 25.7%
P-5 27,448 23.2%
P-6 19,751 13.8%
The Partnerships' sole business is owning Net Profits Interests.
Substantially all of the gas reserves attributable to the Partnerships' Net
Profits Interests are being sold regionally on the "spot market." Due to the
highly competitive nature of the spot market, prices on the spot market are
subject to wide seasonal and regional pricing fluctuations. In addition, such
spot market sales are generally short term in nature and are dependent upon
obtaining transportation services provided by pipelines. The Partnerships' oil
is sold at or near the Partnerships' wells under short-term purchase contracts
at prevailing arrangements which are customary in the oil industry. The prices
received for the Partnerships' oil and gas are subject to influences such as
global consumption and supply trends.
F-32
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partnerships' limited
partnership agreement and NPI Partnerships' partnership agreement (collectively,
the "Partnership Agreement") results in allocations of costs and income between
the Limited Partners and General Partner as follows:
Before Payout(1) After Payout(1)
-------------------- --------------------
General Limited General Limited
Partner Partners Partner Partners
------- -------- ------- --------
Costs(2)
- --------------------------
Sales commissions, payment
for organization and
offering costs and
acquisition fee 1% 99% - -
Property Acquisition
Costs 1% 99% 1% 99%
General and administrative
costs and direct
administrative costs(3) 5% 95% 15% 85%
Income(2)
- --------------------------
Temporary investments of
Limited Partners'
Subscriptions 1% 99% 1% 99%
Income from oil and
gas production(3) 5% 95% 15% 85%
Gain on sale of
Net Profits Interests(3) 5% 95% 15% 85%
All other income(3) 5% 95% 15% 85%
- ----------
(1) Payout occurs when total distributions to Limited Partners equal total
original Limited Partner subscriptions.
(2) The allocations in the table result generally from the combined effect of
the allocation provisions in the Partnership Agreements. For example,
direct administrative costs of the NPI Partnership are allocated 95.9596%
to the Partnership and 4.0404% to the managing partner. The 95.9596%
portion of these costs allocated to the limited partnership, when passed
through the limited partnership, is further allocated 99% to the Limited
Partners and 1% to the general partner. In this manner the Limited
Partners are allocated 95% of such costs and the General Partner is
allocated 5% of such costs.
F-33
(3) If at payout the total distributions received by the Limited Partners from
the commencement of the property investment period have averaged on an
annualized basis an amount that is less than 12% of the Limited Partners'
subscriptions, the percentage of income, and costs which are shared in the
same proportions as income, allocated to the General Partner will increase
to only 10% and the Limited Partners will be allocated 90% thereof until
such time, if ever, that the distributions to the Limited Partners from
the commencement of the property investment period reaches a yearly
average equal to at least 12% of the Limited Partners' subscriptions.
Thereafter, income, and costs shared in the same proportions as income,
will be allocated 15% to the General Partner and 85% to the Limited
Partners.
After payout, operations and revenues for the Partnerships have been and
will be allocated using the 10%/90% after payout percentages set forth in
Footnote 3 to the table above. The Partnerships achieved payout during the
following periods:
Partnership Payout Occurred
----------- ---------------
P-1 3rd Qtr. 1998
P-3 2nd Qtr. 2000
P-4 4th Qtr. 1999
P-5 3rd Qtr. 2003
P-6 3rd Qtr. 2001
Basis of Presentation
These financial statements reflect the combined accounts of each
Partnership after the elimination of all inter-partnership transactions and
balances.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Cash equivalents are
not insured, which cause the Partnerships to be subject to risk.
Credit Risk
Accrued oil and gas sales, which are included in the Partnerships'
Accounts Receivable - Net Profits, are due from a variety of oil and gas
purchasers and, therefore, indirectly subject the Partnerships to a
concentration of credit risk. Some of these purchasers are discussed in Note 3 -
Major Customers.
F-34
Net Profits Interests
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 interest incurred to finance the net
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,
net of estimated salvage values. The depletion rate, which includes accretion of
the asset retirement obligation, per equivalent barrel of oil produced during
the years ended December 31, 2003, 2002, and 2001 were as follows:
Partnership 2003 2002 2001
----------- ----- ----- -----
P-1 $1.21 $1.69 $2.36
P-3 1.28 1.80 2.61
P-4 1.43 2.68 2.39
P-5 1.36 1.46 1.64
P-6 1.28 1.51 1.74
The Partnerships evaluate the recoverability of the carrying costs of
their Net Profits Interests in proved oil and gas properties at the field level.
If the unamortized costs of a Net Profits Interest within a field exceed the
expected undiscounted future cash flows from such Net Profits Interest, the cost
of the Net Profits Interest is written down to fair value, which is determined
by using the discounted future cash flows from the Net Profits Interest. No
non-cash charges against earnings (impairment provisions) were recorded by the
Partnerships during the three years ended December 31, 2003.
The risk that the Partnerships will be required to record impairment
provisions in the future increases as oil and gas prices decrease.
F-35
Accounts Receivable (Accounts Payable) - Net Profits
Revenues from a Net Profits Interest consist of a share of the oil and gas
sales of the property, less operating and production expenses. The Partnerships
accrue for oil and gas revenues less expenses from its Net Profits Interests.
Sales of gas applicable to the Net Profits Interests are recorded as revenue
when the gas is metered and title transferred pursuant to the gas sales
contracts. During such times as sales of gas exceed a Partnership's pro rata Net
Profits Interest in a well, such sales are recorded as revenue unless total
sales from the well have exceeded the Partnership's share of estimated total gas
reserves attributable to the underlying property, at which time such excess is
recorded as a liability. The rates per Mcf used to calculate the liability are
based on the average gas price received for the volumes at the time the
overproduction occurred. This also approximates the price for which the
Partnerships are currently settling this liability. This liability is recorded
as a reduction of accounts receivable.
Also included in accounts receivable (payable) - Net Profits are the
estimated asset retirement obligations (see "New Accounting Pronouncements") and
the amounts which represent costs deferred or accrued for Net Profits relating
to lease operating expenses incurred in connection with the net underproduced or
overproduced gas imbalance positions. The rate used in calculating the deferred
charge or accrued liability is the average annual production costs per Mcf.
The Partnerships have not entered into any hedging or derivative contracts
in connection with their production and sale of oil and gas.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual general
and administrative costs incurred and attributable to the conduct of the
business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Further,
accounts receivable (payable) - Net Profits includes accrued liabilities,
accrued lease operating expenses, asset retirement obligations, and deferred
lease operating expenses
F-36
related to gas balancing which involve estimates that could materially differ
from the actual amounts ultimately realized or incurred in the near term. Oil
and gas reserves (see Note 4) also involve significant estimates which could
materially differ from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the income tax
returns of the partners. Accordingly, no recognition has been given to income
taxes in these financial statements.
New Accounting Pronouncements
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), resulting in a decrease of accounts
receivable - Net Profits, in the following approximate amounts for each
Partnership:
Increase
(Decrease) in
Net Income for
Increase in the Change in Asset
Net Profits Accounting Retirement
Partnership 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 2003, the
P-1, P-3, P-4, P-5, and P-6 Partnerships recognized approximately $3,000,
$5,000, $5,000, $3,000, and $9,000 of an increase in depletion of Net Profits
Interests, which was comprised of accretion of the asset retirement obligation
and depletion of the increase in Net Profits Interests.
F-37
The components of the change in asset retirement obligations for the year
ended December 31, 2003 are as shown below.
P-1 Partnership
---------------
2003
----------
Asset Retirement Obligation, January 1, 2003 $ 55,495
Additions and Revisions 79
Settlements and Disposals ( 1,737)
Accretion Expense 2,551
-------
Asset Retirement Obligation, December 31, 2003 $ 56,388
=======
P-3 Partnership
---------------
2003
----------
Asset Retirement Obligation, January 1, 2003 $ 94,622
Additions and Revisions 247
Settlements and Disposals ( 3,483)
Accretion Expense 4,280
-------
Asset Retirement Obligation, December 31, 2003 $ 95,666
=======
P-4 Partnership
---------------
2003
----------
Asset Retirement Obligation, January 1, 2003 $ 53,986
Additions and Revisions 354
Accretion Expense 2,292
-------
Asset Retirement Obligation, December 31, 2003 $ 56,632
=======
P-5 Partnership
---------------
2003
----------
Asset Retirement Obligation, January 1, 2003 $ 68,918
Additions and Revisions 141
Accretion Expense 3,240
-------
Asset Retirement Obligation, December 31, 2003 $ 72,299
=======
F-38
P-6 Partnership
---------------
2003
----------
Asset Retirement Obligation, January 1, 2003 $204,576
Additions and Revisions 50
Accretion Expense 2,035
-------
Asset Retirement Obligation, December 31, 2003 $206,661
=======
Had FAS No. 143 been adopted at January 1, 2001 the amount of the asset
retirement obligation at that date and at December 31, 2001 and 2002 would not
have been materially different from the amount recorded at January 1, 2003. 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 2002 would have
been an increase in Depletion of Net Profits Interests of approximately $3,000,
$5,000, $4,000, $3,000, and $9,000. If this accounting policy had been in effect
on January 1, 2001, the proforma impact on the P-1, P-3, P-4, P-5, and P-6
Partnerships during 2001 would have been an increase in Depletion of Net Profits
Interests of approximately $3,000, $8,000, $4,000, $3,000, and $11,000.
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and
administrative overhead applicable to the Partnerships, based on an allocation
of actual costs incurred by the General Partner. When costs incurred benefit
other Partnerships and affiliates, the allocation of costs is based on the
relationship of the Partnerships' reserves to the total reserves owned by all
Partnerships and affiliates. The General Partner believes this allocation method
is reasonable. Although the actual costs incurred by the General Partner and its
affiliates have fluctuated during the three years presented, the amounts charged
to the Partnerships have not fluctuated due to expense limitations imposed by
the Partnership Agreement. The following is a summary of payments made to the
General Partner or its affiliates by the Partnerships for general and
administrative overhead costs for the years ended December 31, 2003, 2002, and
2001:
Partnership 2003 2002 2001
----------- -------- -------- --------
P-1 113,760 $113,760 $113,760
P-3 178,560 178,560 178,560
P-4 132,960 132,960 132,960
P-5 124,680 124,680 124,680
P-6 150,564 150,564 150,564
F-39
Affiliates of the Partnerships operate certain of the properties in which
the Partnerships own a Net Profits Interest and their policy is to bill the
owners of the working interests of such properties for all customary charges and
cost reimbursements associated with these activities, together with any
compressor rentals, consulting, or other services provided. Such charges are
comparable to third party charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.
The accounts receivable - 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 collected subsequent to December 31, 2002.
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually accounted for
ten percent or more of combined oil and gas sales attributable to each of the
Partnership's Net Profits Interest during the years ended December 31, 2003,
2002, and 2001:
Percentage
-----------------------------
Partnership Purchaser 2003 2002 2001
- ----------- -------------------- ----- ----- -----
P-1 Cinergy Marketing
("Cinergy") 14.3% - -
El Paso Energy
Marketing Company
("El Paso") - 17.5% 22.7%
ONEOK Gas Marketing
Company ("ONEOK") - - 12.0%
P-3 Cinergy 13.2% - -
El Paso - 17.4% 22.3%
ONEOK - - 10.1%
P-4 Eaglwing Trading, Inc. 25.9% 23.3% -
Valero Industrial
Gas LP 22.8% 20.3% 24.2%
Conoco, Inc. - 15.7% 11.0%
El Paso - 11.9% 20.2%
Philbro Energy, Inc. - - 26.9%
F-40
P-5 Cinergy 27.0% - -
Enogex Services
Corporation 18.3% - -
ONEOK 14.4% 12.0% -
Duke Energy Field
Services, Inc.
("Duke") 13.6% - -
El Paso - 59.2% 80.7%
P-6 Duke 22.9% 18.0% -
Kinder Morgan, Inc. 18.0% - -
Cinergy 15.2% - -
El Paso - 28.0% 44.1%
Tejas Gas Marketing
Company - - 15.1%
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in availability of
open access transportation by pipeline transporters, the Partnerships may
encounter difficulty in marketing their gas and in maintaining historic sales
levels. Alternative purchasers or transporters may not be readily available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the Net Profits Interest
activities of the Partnerships is presented pursuant to the disclosure
requirements promulgated by the SEC.
Capitalized Costs
Capitalized costs and accumulated depletion at December 31, 2003 and 2002
were as follows:
P-1 Partnership
---------------
2003 2002
------------ -------------
Net Profits Interests in proved
oil and gas properties $6,585,411 $ 6,581,374
Less accumulated depletion
and valuation allowance ( 5,852,988) ( 5,854,752)
--------- ----------
Net Profits Interests, net $ 732,423 $ 726,622
========= ==========
F-41
P-3 Partnership
---------------
2003 2002
------------ -------------
Net Profits Interests in proved
oil and gas properties $9,972,636 $10,088,679
Less accumulated depletion
and valuation allowance ( 8,781,942) ( 8,918,274)
--------- ----------
Net Profits Interests, net $1,190,694 $ 1,170,405
========= ==========
P-4 Partnership
---------------
2003 2002
------------ -------------
Net Profits Interests in proved
oil and gas properties $8,290,388 $ 8,228,148
Less accumulated depletion
and valuation allowance ( 7,853,925) ( 7,780,095)
--------- ----------
Net Profits Interests, net $ 436,463 $ 448,053
========= ==========
P-5 Partnership
---------------
2003 2002
------------ -------------
Net Profits Interests in proved
oil and gas properties $9,432,867 $ 9,387,567
Less accumulated depletion
and valuation allowance ( 8,816,590) ( 8,774,819)
--------- ----------
Net Profits Interest, net $ 616,277 $ 612,748
========= ==========
F-42
P-6 Partnership
---------------
2003 2002
------------- -------------
Net Profits Interests in proved
oil and gas properties $11,391,974 $11,469,414
Less accumulated depletion
and valuation allowance ( 10,127,782) ( 10,272,462)
---------- ----------
Net Profits Interests, net $ 1,264,192 $ 1,196,952
========== ==========
Costs Incurred
No property acquisition or exploration costs were incurred by the
Partnerships during the three years ended December 31, 2003. The following table
sets forth the development costs related to the working interests which are
burdened by the Partnerships' Net Profits Interests during the years ended
December 31, 2003, 2002, and 2001. Since these acquisition and development costs
were charged against the Net Profits payable to the Partnerships, such costs
were indirectly borne by the Partnerships.
Partnership 2003(1) 2002 2001
----------- ------- ------- --------
P-1 $26,919 $61,170 $ 60,254
P-3 43,489 88,773 115,995
P-4 24,938 73,913 146,878
P-5 16,739 76,041 38,301
P-6 7,948 78,281 18,289
---------------
(1) Excludes the estimated asset retirement costs for the P-1, P-3, P-4, P-5,
and P-6 Partnerships of approximately $32,000, $56,000, $37,000, $44,000,
and $149,000, respectively, recorded as part of the FAS No. 143
implementation.
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of proved
reserves attributable to the Partnerships' Net Profits Interests, all of which
are located in the United States of America, for the periods indicated. The
proved reserves were estimated by petroleum engineers employed by affiliates of
the Partnerships. Certain reserve information was reviewed by Ryder Scott
Company, L.P., an independent petroleum engineering firm. The following
information includes certain gas balancing
F-43
adjustments which cause the gas volumes to differ from the reserve reports
prepared by the General Partner and reviewed by Ryder Scott.
P-1 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 2000 188,906 1,826,065
Production ( 23,073) ( 290,969)
Sales of minerals in place ( 557) ( 603)
Revisions of previous estimates ( 13,407) 252,859
------- ---------
Proved reserves, December 31, 2001 151,869 1,787,352
Production ( 20,652) ( 286,109)
Sales of minerals in place - ( 24,441)
Extensions and discoveries 3,020 84,663
Revisions of previous estimates 26,101 171,515
------- ---------
Proved reserves, December 31, 2002 160,338 1,732,980
Production ( 18,624) ( 284,754)
Sales of minerals in place ( 1,899) ( 35,150)
Extensions and discoveries 2,324 2,792
Revisions of previous estimates 66,134 850,842
------- ---------
Proved reserves, December 31, 2003 208,273 2,266,710
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 151,869 1,787,352
======= =========
December 31, 2002 160,338 1,732,980
======= =========
December 31, 2003 208,273 2,266,710
======= =========
F-44
P-3 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 2000 252,875 3,080,745
Production ( 29,759) ( 447,621)
Sales of minerals in place ( 742) ( 2,685)
Extensions and discoveries 2,709 14,712
Revisions of previous estimates ( 19,464) 276,198
------- ---------
Proved reserves, December 31, 2001 205,619 2,921,349
Production ( 26,541) ( 433,484)
Sales of minerals in place - ( 30,718)
Extensions and discoveries 4,543 121,217
Revisions of previous estimates 33,066 323,117
------- ---------
Proved reserves, December 31, 2002 216,687 2,901,481
Production ( 23,935) ( 425,803)
Sales of minerals in place ( 2,398) ( 44,904)
Extensions and discoveries 4,154 5,815
Revisions of previous estimates 81,987 1,282,716
------- ---------
Proved reserves, December 31, 2003 276,495 3,719,305
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 205,619 2,921,349
======= =========
December 31, 2002 216,687 2,901,481
======= =========
December 31, 2003 276,495 3,719,305
======= =========
F-45
P-4 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 2000 64,699 2,400,809
Production (38,934) ( 388,416)
Sales of minerals in place ( 62) ( 3,524)
Extensions and discoveries 50,363 169,655
Revisions of previous estimates 14,230 ( 95,342)
------ ---------
Proved reserves, December 31, 2001 90,296 2,083,182
Production (26,054) ( 444,617)
Sales of minerals in place - ( 43,199)
Extensions and discoveries 2,359 52,147
Revisions of previous estimates (37,086) 361,135
------ ---------
Proved reserves, December 31, 2002 29,515 2,008,648
Production (21,439) ( 258,598)
Extensions and discoveries 19 3,707
Revisions of previous estimates 57,895 344,786
------ ---------
Proved reserves, December 31, 2003 65,990 2,098,543
====== =========
PROVED DEVELOPED RESERVES:
December 31, 2001 87,867 2,059,176
====== =========
December 31, 2002 27,086 1,984,642
====== =========
December 31, 2003 63,561 2,074,944
====== =========
F-46
P-5 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 2000 33,412 2,385,944
Production ( 4,781) ( 438,194)
Sales of minerals in place ( 229) ( 3,593)
Extensions and discoveries - 18,889
Revisions of previous estimates 1,501 377,619
------ ---------
Proved reserves, December 31, 2001 29,903 2,340,665
Production ( 6,223) ( 386,565)
Sales of minerals in place ( 60) ( 7,037)
Extensions and discoveries 13,919 93,056
Revisions of previous estimates 7,248 166,776
------ ---------
Proved reserves, December 31, 2002 44,787 2,206,895
Production ( 6,364) ( 313,632)
Sales of minerals in place - ( 1)
Revisions of previous estimates 9,047 453,379
------ ---------
Proved reserves, December 31, 2003 47,470 2,346,641
====== =========
PROVED DEVELOPED RESERVES:
December 31, 2001 29,903 2,340,665
====== =========
December 31, 2002 44,787 2,206,895
====== =========
December 31, 2003 47,470 2,346,641
====== =========
F-47
P-6 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 2000 113,104 4,195,462
Production ( 13,190) ( 678,969)
Sales of minerals in place ( 73) ( 1,212)
Extensions and discoveries - 6,483
Revisions of previous estimates ( 6,143) 432,317
------- ---------
Proved reserves, December 31, 2001 93,698 3,954,081
Production ( 15,089) ( 636,758)
Sales of minerals in place ( 63) ( 7,595)
Extensions and discoveries 15,007 107,938
Revisions of previous estimates 20,662 506,262
------- ---------
Proved reserves, December 31, 2002 114,215 3,923,928
Production ( 15,939) ( 577,123)
Revisions of previous estimates 27,563 763,881
------- ---------
Proved reserves, December 31, 2003 125,839 4,110,686
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 93,698 3,954,081
======= =========
December 31, 2002 114,215 3,923,928
======= =========
December 31, 2003 125,839 4,110,686
======= =========
F-48
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2003 and 2002 are as
follows:
P-1 Partnership
---------------
2003
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Total Revenues $387,144 $381,855 $329,721 $317,478
Gross Profit(1) 361,419 365,392 306,678 302,771
Net Income 324,187 326,738 273,879 272,085
Limited Partners'
Net Income
Per Unit 2.68 2.71 2.26 2.26
2002
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Total Revenues $186,554 $256,672 $282,844 $306,574
Gross Profit(1) 156,014 230,993 256,853 273,500
Net Income 110,642 197,085 224,034 242,595
Limited Partners'
Net Income
Per Unit .90 1.62 1.84 1.99
- -----------------------------
(1) Total revenues less depletion of Net Profits Interests.
F-49
P-3 Partnership
---------------
2003
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Total Revenues $549,486 $571,428 $475,740 $455,123
Gross Profit(1) 512,012 543,756 442,102 432,662
Net Income 458,027 488,285 391,411 385,277
Limited Partners'
Net Income
Per Unit 2.41 2.58 2.06 2.03
2002
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Total Revenues $261,485 $366,608 $401,101 $432,089
Gross Profit(1) 213,180 325,700 362,298 382,632
Net Income 149,660 275,320 312,518 335,078
Limited Partners'
Net Income
Per Unit .77 1.44 1.64 1.75
- ------------------------------
(1) Total revenues less depletion of Net Profits Interests.
F-50
P-4 Partnership
---------------
2003
--------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- --------
Total Revenues $511,516 $434,810 $358,498 $271,023
Gross Profit(1) 483,557 419,755 334,988 245,353
Net Income 438,118 376,799 297,050 210,273
Limited Partners'
Net Income
Per Unit 3.10 2.68 2.10 1.48
2002
--------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- --------
Total Revenues $337,201 $389,844 $403,479 $299,188
Gross Profit(1) 288,509 355,668 286,675 230,248
Net Income 239,022 318,021 250,029 195,436
Limited Partners'
Net Income
Per Unit 1.67 2.24 1.70 1.34
- ---------------------------------
(1) Total revenues less depletion of Net Profits Interests.
F-51
P-5 Partnership
---------------
2003
--------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- --------
Total Revenues $446,994 $313,378 $289,476 $233,167
Gross Profit(1) 430,669 288,313 274,839 209,557
Net Income 390,634 247,488 239,208 176,608
Limited Partners'
Net Income
Per Unit 3.13 1.98 1.80 1.33
2002
--------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- --------
Total Revenues $164,561 $266,293 $234,285 $231,862
Gross Profit(1) 140,947 241,805 215,339 195,698
Net Income 93,771 206,262 180,875 163,006
Limited Partners'
Net Income
Per Unit .74 1.65 1.45 1.29
- ------------------------------
(1) Total revenues less depletion of Net Profits Interests.
F-52
P-6 Partnership
---------------
2003
--------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- --------
Total Revenues $722,864 $722,350 $457,829 $447,741
Gross Profit(1) 688,470 680,373 424,305 414,002
Net Income 640,302 632,881 381,441 374,385
Limited Partners'
Net Income
Per Unit 4.01 3.95 2.38 2.34
2002
--------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- --------
Total Revenues $324,518 $479,250 $376,121 $309,444
Gross Profit(1) 269,261 429,345 350,229 257,112
Net Income 214,838 387,223 308,936 217,789
Limited Partners'
Net Income
Per Unit 1.32 2.40 1.93 1.34
- ------------------------------
(1) Total revenues less depletion of Net Profits Interests.
F-53
INDEX TO EXHIBITS
-----------------
No. Description
- ---- -----------
4.1 Certificate of Limited Partnership dated March 16, 1988 for the
Geodyne Institutional/ Pension Energy Income P-1 Limited Partnership
filed as Exhibit 4.1 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.2 Amended and Restated Agreement of Limited Partnership dated October
25, 1988 for the Geodyne Institutional/Pension Energy Income P-1
Limited Partnership filed as Exhibit 4.2 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.3 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income P-1 Limited Partnership filed as Exhibit 4.3 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.4 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income P-1 Limited
Partnership filed as Exhibit 4.4 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2001, filed with the SEC
on February 26, 2002 and is hereby incorporated by reference.
4.5 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership filed as
Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.6 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership filed as
Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
F-54
4.7 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership filed as
Exhibit 4.7 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.8 Certificate of Limited Partnership dated February 13, 1989 for the
Geodyne Institutional/ Pension Energy Income Limited Partnership P-3
filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.9 Amended and Restated Agreement of Limited Partnership dated May 10,
1989 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-3 filed as Exhibit 4.16 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.10 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-3 filed as Exhibit 4.17 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.11 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-3 filed as Exhibit 4.18 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.12 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3 filed as
Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.13 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3 filed as
Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year
ended December
F-55
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.14 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3 filed as
Exhibit 4.21 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.15 Certificate of Limited Partnership dated May 10, 1989 for the
Geodyne Institutional/ Pension Energy Income Limited Partnership P-4
filed as Exhibit 4.22 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.16 Amended and Restated Agreement of Limited Partnership dated November
20, 1989 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-4 filed as Exhibit 4.23 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.17 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-4 filed as Exhibit 4.24 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.18 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-4 filed as Exhibit 4.25 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.19 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4 filed as
Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.20 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne Institutional/
Pension Energy Income Limited
F-56
Partnership P-4 filed as Exhibit 4.27 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.21 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4 filed as
Exhibit 4.28 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.22 Certificate of Limited Partnership dated November 9, 1989 for the
Geodyne Institutional/ Pension Energy Income Limited Partnership P-5
filed as Exhibit 4.29 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.23 Amended and Restated Agreement of Limited Partnership dated February
26, 1990 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-5 filed as Exhibit 4.30 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.24 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-5 filed as Exhibit 4.31 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.25 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-5 filed as Exhibit 4.32 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.26 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5 filed as
Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
F-57
4.27 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5 filed as
Exhibit 4.34 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.28 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5 filed as
Exhibit 4.35 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.29 Certificate of Limited Partnership dated November 28, 1989 for the
Geodyne Institutional/ Pension Energy Income Limited Partnership P-6
filed as Exhibit 4.36 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.30 Amended and Restated Agreement of Limited Partnership dated October
5, 1990 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-6 filed as Exhibit 4.37 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.31 First Amendment to Certificate of Limited Partnership and First
Amendment to Amended and Restated Agreement of Limited Partnership
dated February 24, 1993, for the Geodyne Institutional/Pension
Energy Income Limited Partnership P-6 filed as Exhibit 4.38 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.32 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for the Geodyne Institutional/Pension Energy Income Limited
Partnership P-6 filed as Exhibit 4.39 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
4.33 Second Amendment to Amended and Restated Agreement of Limited
Partnership dated August 4, 1993, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-6 filed as
Exhibit 4.40 to Registrant's Annual Report on Form 10-K for the year
ended December
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31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.34 Third Amendment to Amended and Restated Agreement of Limited
Partnership dated August 31, 1995, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-6 filed as
Exhibit 4.41 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
4.35 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership dated July 1, 1996, for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-6 filed as
Exhibit 4.42 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
10.1 Amended and Restated Agreement of Partnership dated October 25, 1988
for the Geodyne NPI Partnership P-1 filed as Exhibit 10.1 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.2 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for the Geodyne NPI Partnership P-1 filed as
Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
10.3 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for the Geodyne NPI Partnership P-1 filed as
Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 26, 2002 and
is hereby incorporated by reference.
10.4 Agreement of Partnership dated February 9, 1989 for the Geodyne NPI
Partnership P-3 filed as Exhibit 10.7 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
10.5 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-3 filed as Exhibit 10.8 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
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10.6 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-3 filed as Exhibit 10.9 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.7 Agreement of Partnership dated April 24, 1989 for the Geodyne NPI
Partnership P-4 filed as Exhibit 10.10 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
10.8 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-4 filed as Exhibit 10.11 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.9 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-4 filed as Exhibit 10.12 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.10 Agreement of Partnership dated October 27, 1989 for the Geodyne NPI
Partnership P-5 filed as Exhibit 10.13 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
10.11 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-5 filed as Exhibit 10.14 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.12 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-5 filed as Exhibit 10.15 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.13 Agreement of Partnership dated November 28, 1989 for the Geodyne NPI
Partnership P-6 filed as Exhibit 10.16 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, filed with the
SEC on February 26, 2002 and is hereby incorporated by reference.
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10.14 First Amendment to Agreement of Partnership dated February 26, 1993
for the Geodyne NPI Partnership P-6 filed as Exhibit 10.17 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for
the Geodyne NPI Partnership P-6 filed as Exhibit 10.18 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
*23.1 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership.
*23.2 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-3.
*23.3 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-4.
*23.4 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-5.
*23.5 Consent of Ryder Scott Company, L.P. for the Geodyne
Institutional/Pension Energy Income Limited Partnership P-6.
*31.1 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income P-1 Limited Partnership.
*31.2 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income P-1 Limited Partnership.
*31.3 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-3.
*31.4 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-3.
*31.5 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-4.
F-61
*31.6 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-4.
*31.7 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-5.
*31.8 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-5.
*31.9 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-6.
*31.10 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy
Income Limited Partnership P-6.
*32.1 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.
*32.2 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.
*32.3 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.
*32.4 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.
*32.5 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.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
F-62