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, 2004
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
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Depositary Units of Limited Partnership interest
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
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Disclosure is not contained herein
-----
X Disclosure is contained herein
-----
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
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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......................................................47
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............47
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................47
ITEM 9A. CONTROLS AND PROCEDURES...................................47
ITEM 9B. OTHER INFORMATION.........................................47
PART III....................................................................48
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...48
ITEM 11. EXECUTIVE COMPENSATION....................................49
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................56
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............57
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES....................59
PART IV.....................................................................60
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................60
SIGNATURES..................................................................70
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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. At December 31, 2004, Samson owned interests in
approximately 16,000 oil
-4-
and gas wells located in 18 states of the United States and the countries of
Canada, Venezuela, and Australia. At December 31, 2004, Samson operated
approximately 5,000 oil and gas wells located in 14 states of the United States,
as well as Canada, Venezuela, 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, 2005, Samson employed approximately 1,100 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."
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.
-5-
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, 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.
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
-6-
* 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, 2004:
Partnership Customer Percentage
----------- ----------------------------- ----------
P-1 Cinergy Marketing ("Cinergy") 13.2%
Duke Energy Field Services, Inc. 11.5%
("Duke")
Chevron U.S.A., Inc. 11.3%
P-3 Duke 14.9%
Cinergy 12.0%
P-4 Eaglwing Trading, Inc. 25.3%
Gulfterra Central Point Alloc. 11.4%
P-5 Enogex Services Corporation 20.2%
Cinergy 16.1%
ONEOK Texas Energy Resources 14.6%
("ONEOK")
Duke 11.5%
P-6 Duke 23.1%
Kinder Morgan, Inc. 19.5%
ONEOK 11.1%
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in availability of
open access transportation by pipeline transporters, the Partnerships may
encounter difficulty in marketing gas and in maintaining historic sales levels.
Management does not expect any of its open access transporters to seek
authorization to terminate their transportation services. Even if the services
were terminated, management believes that alternatives would be available
whereby the Partnerships would be able to continue to market their gas.
-7-
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.
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
-8-
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, 2004 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-1 828 607 221
P-3 873 609 264
P-4 218 50 168
P-5 95 17 78
P-6 153 37 116
- ---------------
(1) The designation of a well as an oil well or gas well is made by the General
Partner based on the relative amount of oil and gas reserves for the well.
Regardless of a well's oil or gas designation, it may produce oil, gas, or
both oil and gas.
Drilling Activities
During the year ended December 31, 2004, 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-#2 Roger OK 0.0002 Gas Producing
Mills
Bryant #5-44 Wheeler TX 0.0023 Gas Producing
Black Tiger #1 Seminole OK 0.0038 Oil Producing
Armstrong #1-640.5H Dimmit TX 0.0075 N/A Shut-in
Ward #17-1 Howard TX 0.0075 Gas Producing
-9-
Hill, Wess #13 Sutton TX 0.0002 Gas Producing
Davis, N B #16 Sutton TX 0.0005 Gas Producing
Miers, W A #17 Sutton TX 0.0002 Gas Producing
Hill, Wess #14 Sutton TX 0.0002 Gas Producing
Garner 12 #1 Terrell TX 0.0031 Gas Producing
Emperor #24-1 (RY) Winkler TX 0.0011 Gas Producing
Hill, Wess #16 Sutton TX 0.0002 Gas Producing
Hill, Wess #15 Sutton TX 0.0002 Gas Producing
Cox 27 #3 (RY) Upton TX 0.0068 Gas Producing
Andrews Waterflood Andrews TX 0.0021 Oil Producing
Unit (3 new wells)
Resler B3 (RY) Lea NM 0.0009 Oil Producing
Resler B2 (RY) Lea NM 0.0009 Oil Producing
Resler A1 (RY) Lea NM 0.0009 Oil Producing
Neal 30 #1 (RY) Upton TX 0.0013 Oil Producing
Re-Entry
Taylor 17 #1 Howard TX 0.0060 N/A In Progress
Owens 17 #1 Crockett TX 0.0075 N/A Dry Hole
Hardy Percy #9 & Lea NM 0.0030 Oil Producing
#10
P-3 Partnership
Revenue
Well Name County St. Interest Type Status
- ------------------ -------- --- -------- ---- -----------
Wilson A-#2 Roger OK 0.0002 Gas Producing
Mills
Bryant #5-44 Wheeler TX 0.0028 Gas Producing
Black Tiger #1 Seminole OK 0.0047 Oil Producing
Armstrong #1-640.5H Dimmit TX 0.0095 N/A Shut-in
Ward #17-1 Howard TX 0.0095 Gas Producing
Hill, Wess #13 Sutton TX 0.0003 Gas Producing
Davis, N B #16 Sutton TX 0.0006 Gas Producing
Miers, W A #17 Sutton TX 0.0003 Gas Producing
Hill, Wess #14 Sutton TX 0.0003 Gas Producing
Garner 12 #1 Terrell TX 0.0039 Gas Producing
Emperor #24-1 (RY) Winkler TX 0.0014 Gas Producing
Hill, Wess #16 Sutton TX 0.0003 Gas Producing
Hill, Wess #15 Sutton TX 0.0003 Gas Producing
Cox 27 #3 (RY) Upton TX 0.0086 Gas Producing
Andrews Waterflood Andrews TX 0.0026 Oil Producing
Unit (3 new wells)
Resler B3 (RY) Lea NM 0.0006 Oil Producing
Resler B2 (RY) Lea NM 0.0006 Oil Producing
Resler A1 (RY) Lea NM 0.0006 Oil Producing
Neal 30 #1 (RY) Upton TX 0.0017 Oil Producing
Re-Entry
Taylor 17 #1 Howard TX 0.0076 N/A In Progress
Owens 17 #1 Crockett TX 0.0095 N/A Dry Hole
Tribal C 4B Rio NM 0.0001 Gas Producing
Arriba
Jenney #1B Rio NM 0.0004 N/A In Progress
Arriba
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Hoyt #2C Rio NM 0.0000 N/A Shut-in
(MV/Dakota) Arriba
Hardy Percy #9 & Lea NM 0.0038 Oil Producing
#10
P-4 Partnership
Revenue
Well Name County St. Interest Type Status
- ------------------- -------- --- -------- ---- -----------
Lorenz #7-7 Washita OK 0.0002 Gas Producing
Rancho Blanco #30 Webb TX 0.0029 Gas Producing
Tribal C 4B Rio NM 0.0002 Gas Producing
Arriba
Jenney #1B Rio NM 0.0007 N/A In Progress
Arriba
Hoyt #2C Rio NM 0.0001 N/A Shut-in
(MV/Dakota) Arriba
P-5 Partnership
Revenue
Well Name County St. Interest Type Status
- ------------------- --------- --- -------- ---- -----------
Lawles #1-21 Caddo OK 0.0016 Gas Producing
Thomas #4-5 Harper OK 0.0004 Gas Shut-in
Pinkerton #1-6 Blaine OK 0.0004 Gas Producing
Sophia #2 Wheeler TX 0.0016 Gas Producing
Shonda #1-14 (RY) Grady OK 0.0027 Gas Producing
Wooley Carlene 4 #1 Roger OK 0.0001 Gas Producing
(RY) Mills
Fresca #1-24 Roger OK 0.0041 Gas Producing
Mills
BK #5-11 Washita OK 0.0002 Gas Producing
Mickey #3-34 Pittsburg OK 0.0012 Gas Producing
Pluto #3-26 Pittsburg OK 0.0012 Gas Producing
Greer #1 Pittsburg OK 0.0092 Gas Shut-in
Yates #1-33 Pittsburg OK 0.0065 Gas Shut-in
Mickey #2-34 Pittsburg OK 0.0012 Gas Producing
Verner #1-3 (RY) Pittsburg OK 0.0031 Gas Producing
McWilliams #1-23 Pittsburg OK 0.0003 Gas Producing
Viets, #2N Noble OK 0.0033 Gas In Progress
Summers #1-27D Hughes OK 0.0025 Gas Producing
Summers #1H-27 Hughes OK 0.0025 Gas Shut-in
Sellers #3-35 Hughes OK 0.0036 Gas Producing
Davis Garry 20 (RY) Kay OK 0.0007 Oil Producing
Davis Garry 21 (RY) Kay OK 0.0007 Oil Producing
Loving 1 State #4 Eddy NM 0.0054 Gas Producing
Lulu #1-22 Stephens OK 0.0902 Gas Producing
Renete #3-25 (RY) Stephens OK 0.0015 Gas Producing
Higgins #2H-10 Roger OK 0.0009 Gas Producing
Mills
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P-6 Partnership
Revenue
Well Name County St. Interest Type Status
- ------------------- --------- --- -------- ---- -----------
Lawles #1-21 Caddo OK 0.0005 Gas Producing
Thomas #4-5 Harper OK 0.0001 Gas Shut-in
Pinkerton #1-6 Blaine OK 0.0013 Gas Producing
Sophia #2 Wheeler TX 0.0018 Gas Producing
Shonda #1-14 (RY) Grady OK 0.0009 Gas Producing
Wooley Carlene 4 #1 Roger OK 0.0000 Gas Producing
(RY) Mills
Fresca #1-24 Roger OK 0.0014 Gas Producing
Mills
BK #5-11 Washita OK 0.0001 Gas Producing
Mickey #3-34 Pittsburg OK 0.0004 Gas Producing
Pluto #3-26 Pittsburg OK 0.0004 Gas Producing
Greer #1 Pittsburg OK 0.0032 Gas Shut-in
Yates #1-33 Pittsburg OK 0.0022 Gas Shut-in
Mickey #2-34 Pittsburg OK 0.0004 Gas Producing
Verner #1-3 (RY) Pittsburg OK 0.0011 Gas Producing
McWilliams #1-23 Pittsburg OK 0.0001 Gas Producing
Viets, #2N Noble OK 0.0011 Gas In Progress
Summers #1-27D Hughes OK 0.0008 Gas Producing
Summers #1H-27 Hughes OK 0.0008 Gas Shut-in
Sellers #3-35 Hughes OK 0.0012 Gas Producing
Davis Garry 20 (RY) Kay OK 0.0002 Oil Producing
Davis Garry 21 (RY) Kay OK 0.0002 Oil Producing
Loving 1 State #4 Eddy NM 0.0058 Gas Producing
Hayden 5175-27- Campbell WY 0.0026 Gas Shut-in
11WA
St 5175-16-11CA Campbell WY 0.0000 Gas Shut-in
St 5175-16-23CA Campbell WY 0.0000 N/A Shut-in
St 5175-16-31CA Campbell WY 0.0000 N/A Shut-in
St 5175-16-33CA Campbell WY 0.0000 N/A Shut-in
St 5175-16-43CA Campbell WY 0.0000 N/A Shut-in
St 5175-16-41CA Campbell WY 0.0000 N/A Shut-in
St 5175-16-21CA Campbell WY 0.0000 N/A Shut-in
St 5175-16-13CA Campbell WY 0.0000 N/A Shut-in
St 5175-16-13WA Campbell WY 0.0000 N/A Shut-in
St 5175-16-21WA Campbell WY 0.0000 N/A Shut-in
St 5175-16-31WA Campbell WY 0.0000 N/A Shut-in
St 5175-16-33WA Campbell WY 0.0000 N/A Shut-in
St 5175-16-41WA Campbell WY 0.0000 N/A Shut-in
St 5175-16-43WA Campbell WY 0.0000 N/A Shut-in
Lulu #1-22 Stephens OK 0.0309 Gas Producing
Renete #3-25 (RY) Stephens OK 0.0005 Gas Producing
Higgins #2H-10 Roger OK 0.0003 Gas Producing
Mills
Hayden 5175-27- Campbell WY 0.0026 Oil Shut-in
43CA
- ----------------------
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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.
Net Production Data
P-1 Partnership
---------------
Year Ended December 31,
----------------------------------------
2004 2003 2002
---------- ---------- ----------
Production:
Oil (Bbls) 19,377 18,624 20,652
Gas (Mcf) 251,793 284,754 286,109
Oil and gas sales(1):
Oil $ 704,557 $ 528,059 $ 490,488
Gas 1,164,552 1,211,241 767,070
--------- --------- ---------
Total $1,869,109 $1,739,300 $1,257,558
========= ========= =========
Average sales price:
Per barrel of oil $36.36 $28.35 $23.75
Per Mcf of gas 4.63 4.25 2.68
- ----------
(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 $388,324,
$369,142, and $264,289, respectively, of production expenses incurred by
the Affiliated Programs.
-13-
Net Production Data
P-3 Partnership
---------------
Year Ended December 31,
----------------------------------------
2004 2003 2002
---------- ---------- ----------
Production:
Oil (Bbls) 24,925 23,935 26,541
Gas (Mcf) 389,500 425,803 433,484
Oil and gas sales(1):
Oil $ 907,837 $ 679,074 $ 630,058
Gas 1,871,173 1,868,433 1,190,447
--------- --------- ---------
Total $2,779,010 $2,547,507 $1,820,505
========= ========= =========
Average sales price:
Per barrel of oil $36.42 $28.37 $23.74
Per Mcf of gas 4.80 4.39 2.75
- ----------
(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 $592,061, $554,400, and $409,030, respectively, of production expenses
incurred by the Affiliated Programs.
-14-
Net Production Data
P-4 Partnership
---------------
Year Ended December 31,
----------------------------------------
2004 2003 2002
---------- ---------- ----------
Production:
Oil (Bbls) 17,687 21,439 26,054
Gas (Mcf) 238,451 258,598 444,617
Oil and gas sales(1):
Oil $ 705,893 $ 635,920 $ 630,272
Gas 1,372,022 1,347,340 1,257,617
--------- --------- ---------
Total $2,077,915 $1,983,260 $1,887,889
========= ========= =========
Average sales price:
Per barrel of oil $39.91 $29.66 $24.19
Per Mcf of gas 5.75 5.21 2.83
- ----------
(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 $410,727,
$410,201, and $455,891, respectively, of production expenses incurred by
the Affiliated Programs.
-15-
Net Production Data
P-5 Partnership
---------------
Year Ended December 31,
----------------------------------------
2004 2003 2002
---------- ---------- ----------
Production:
Oil (Bbls) 4,603 6,364 6,223
Gas (Mcf) 282,972 313,632 386,565
Oil and gas sales(1):
Oil $ 176,939 $ 190,969 $ 150,253
Gas 1,436,877 1,455,150 1,102,856
--------- --------- ---------
Total $1,613,816 $1,646,119 $1,253,109
========= ========= =========
Average sales price:
Per barrel of oil $38.44 $30.01 $24.14
Per Mcf of gas 5.08 4.64 2.85
- ----------
(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 $366,826,
$365,469, and $367,327, respectively, of production expenses incurred by
the Affiliated Programs.
-16-
Net Production Data
P-6 Partnership
---------------
Year Ended December 31,
----------------------------------------
2004 2003 2002
---------- ---------- ----------
Production:
Oil (Bbls) 7,824 15,939 15,089
Gas (Mcf) 446,505 577,123 636,758
Oil and gas sales(1):
Oil $ 336,481 $ 460,400 $ 355,875
Gas 2,382,090 2,638,742 1,840,127
--------- --------- ---------
Total $2,718,571 $3,099,142 $2,196,002
========= ========= =========
Average sales price:
Per barrel of oil $43.01 $28.89 $23.59
Per Mcf of gas 5.33 4.57 2.89
- ----------
(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 $854,325,
$751,876, and $719,751, 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, 2004 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, 2004. 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, 2004 ($43.36 per barrel and $6.02 per Mcf,
respectively) were higher than the prices in effect on December 31, 2003 ($29.25
per barrel and $5.77 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, 2004 to be higher than
such estimates and values at December 31, 2003. 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, 2004. There can be no assurance that the prices used in calculating
the net present value of the Partnerships' proved reserves at December 31, 2004
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, 2004(1)
P-1 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 2,291,734
Oil and liquids (Bbls) 243,982
Net present value (discounted at 10% per annum) $ 8,498,702
P-3 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 3,610,109
Oil and liquids (Bbls) 320,365
Net present value (discounted at 10% per annum) $12,485,054
P-4 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 1,969,168
Oil and liquids (Bbls) 59,656
Net present value (discounted at 10% per annum) $ 6,180,522
P-5 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 2,130,613
Oil and liquids (Bbls) 38,157
Net present value (discounted at 10% per annum) $ 5,260,713
P-6 Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 3,940,334
Oil and liquids (Bbls) 124,894
Net present value (discounted at 10% per annum) $10,217,705
- ---------
(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, 2004:
Operated Wells
------------------------------
Partnership Number Percent
----------- ------ -------
P-1 32 1%
P-3 56 2%
P-4 21 7%
P-5 94 28%
P-6 138 32%
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, 2004
-----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Total ----------- Reserves Reserves Present
Basin Wells Number %(1) (Bbl) (Mcf) Value
- ------------- ----- ------ ---- -------- --------- ----------
P-1 P/ship:
Permian 2,092 2 - 235,019 1,418,113 $6,085,553
Anadarko 80 26 33% 2,646 849,134 2,260,555
P-3 P/ship:
Permian 2,092 2 - 296,174 1,794,653 $7,687,604
Anadarko 80 26 33% 4,464 1,331,744 3,524,970
P-4 P/ship:
Gulf Coast 140 4 3% 48,835 650,836 $2,916,050
Anadarko 60 17 28% 3,368 957,356 2,463,719
P-5 P/ship:
Anadarko 101 26 26% 3,773 1,288,488 $3,060,332
South. Ok.
Folded Belt 36 - - 22,182 501,020 1,481,413
Permian 47 40 85% 12,059 318,072 549,836
P-6 P/ship:
Anadarko 101 26 26% 2,288 1,280,184 $3,114,454
East Texas 4 3 75% 3,032 964,452 2,146,629
Gulf Coast 14 3 21% 8,680 668,178 1,980,937
South. Ok.
Folded Belt 57 20 35% 89,863 296,002 1,716,976
- -------------------------------
(1) Percent of the Partnership's total wells in the basin which are operated by
affiliates of the Partnership.
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title to their
Net Profits Interests. Record title to all of the properties subject to the
Partnerships' Net Profits Interests is held by either the Partnerships or
Geodyne Nominee Corporation, an affiliate of the General Partner.
Title to the Partnerships' Net Profits Interests is subject to customary
royalty, overriding royalty, carried, working, and other similar interests and
contractual arrangements customary in the oil and gas industry, to liens for
current taxes not yet due, and to other encumbrances. Management believes that
such burdens do not materially
-21-
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 2004.
PART II.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of February 28, 2005, 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-1 108,074 690
P-3 169,637 1,180
P-4 126,306 790
P-5 118,449 870
P-6 143,041 670
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
-22-
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
-----------------------
2003 2004 2005
------------------------- ------------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
P-1 $19 $18 $28 $25 $22 $20 $31 $28 $25
P-3 18 17 28 25 23 20 30 27 25
P-4 17 15 22 19 17 15 24 22 19
P-5 15 13 25 21 20 18 22 20 18
P-6 21 18 32 29 26 23 30 27 25
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 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.
-23-
The following is a summary of cash distributions paid to the Limited
Partners during 2003 and 2004 and the first quarter of 2005:
Cash Distributions
------------------
2003
-----------------------------------------------
1st 2nd 3rd 4th
P/ship Quarter Quarter Quarter Quarter
------ ------- ------- ------- -------
P-1 $2.04 $1.67 $3.05 $2.79
P-3 1.80 1.51 2.82 2.49
P-4 1.81 2.41 3.27 2.58
P-5 1.15 2.12 2.31 2.58
P-6 1.16 2.73 4.43 3.49
2004 2005
----------------------------------------------- -------
1st 2nd 3rd 4th 1st
P/ship Quarter Quarter Quarter Quarter Quarter
------ ------- ------- ------- ------- -------
P-1 $2.63 $2.89 $2.69 $2.97 $2.80
P-3 2.36 2.75 2.37 2.76 2.43
P-4 1.91 2.31 2.27 2.85 2.68
P-5 1.66 1.53 1.90 1.85 1.82
P-6 2.76 2.62 2.66 3.05 1.70
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
---------------
2004 2003 2002 2001 2000
------------ ------------ ------------ ------------ ------------
Net Profits $1,480,785 $1,370,158 $ 993,269 $1,295,509 $1,250,585
Net Income:
Limited Partners 1,161,372 1,070,553 686,720 899,400 945,012
General Partner 133,520 126,336 87,636 115,696 116,609
Total 1,294,892 1,196,889 774,356 1,015,096 1,061,621
Limited Partners' Net
Income per Unit 10.75 9.91 6.35 8.32 8.74
Limited Partners' Cash
Distributions per Unit 11.18 9.55 5.21 11.60 7.92
Total Assets 1,219,098 1,271,859 1,230,892 1,090,742 1,457,182
Partners' Capital (Deficit)
Limited Partners 1,283,944 1,330,572 1,292,019 1,168,299 1,521,899
General Partner ( 64,846) ( 58,713) ( 61,127) ( 77,557) ( 64,717)
Number of Units
Outstanding 108,074 108,074 108,074 108,074 108,074
-25-
Selected Financial Data
P-3 Partnership
---------------
2004 2003 2002 2001 2000
------------ ------------ ------------ ------------ ------------
Net Profits $2,186,949 $1,993,107 $1,411,475 $1,886,577 $1,811,298
Net Income:
Limited Partners 1,607,490 1,540,460 949,607 1,277,744 1,356,720
General Partner 196,130 182,540 122,969 167,610 152,174
Total 1,803,620 1,723,000 1,072,576 1,445,354 1,508,894
Limited Partners' Net
Income per Unit 9.48 9.08 5.60 7.53 8.00
Limited Partners' Cash
Distributions per
Unit 10.24 8.62 4.72 10.83 7.36
Total Assets 1,835,461 1,971,380 1,889,346 1,719,156 2,265,592
Partners' Capital
(Deficit)
Limited Partners 1,888,890 2,018,400 1,940,940 1,793,333 2,352,589
General Partner ( 53,429) ( 47,020) ( 51,594) ( 74,177) ( 86,997)
Number of Units
Outstanding 169,637 169,637 169,637 169,637 169,637
-26-
Selected Financial Data
P-4 Partnership
---------------
2004 2003 2002 2001 2000
------------ ------------ ------------ ------------ ------------
Net Profits $1,667,188 $1,573,059 $1,431,998 $2,142,197 $1,596,276
Net Income:
Limited Partners 1,281,492 1,181,958 878,439 1,560,544 1,187,175
General Partner 149,916 140,282 124,069 196,368 143,717
Total 1,431,408 1,322,240 1,002,508 1,756,912 1,330,892
Limited Partners' Net
Income per Unit 10.15 9.36 6.95 12.36 9.40
Limited Partners' Cash
Distributions per Unit 9.34 10.07 8.85 14.71 6.60
Total Assets 1,186,842 1,076,763 1,176,251 1,401,980 1,716,358
Partners' Capital (Deficit)
Limited Partners 1,244,488 1,142,996 1,234,038 1,473,599 1,771,055
General Partner ( 57,646) ( 66,233) ( 57,787) ( 71,619) ( 54,697)
Number of Units
Outstanding 126,306 126,306 126,306 126,306 126,306
-27-
Selected Financial Data
P-5 Partnership
---------------
2004 2003 2002 2001 2000
------------ ------------ ------------ ------------ ------------
Net Profits $1,246,990 $1,280,650 $ 885,782 $1,642,743 $1,433,743
Net Income:
Limited Partners 893,019 975,641 607,695 1,351,070 1,184,263
General Partner 108,428 78,297 36,219 75,627 64,906
Total 1,001,447 1,053,938 643,914 1,426,697 1,249,169
Limited Partners' Net
Income per Unit 7.54 8.24 5.13 11.41 10.00
Limited Partners' Cash
Distributions per Unit 6.94 8.16 4.61 16.85 7.64
Total Assets 1,032,135 953,771 930,874 863,504 1,522,340
Partners' Capital (Deficit)
Limited Partners 1,080,647 1,009,628 1,000,987 938,292 1,583,222
General Partner ( 48,512) ( 59,667) ( 70,113) ( 74,788) ( 60,882)
Number of Units
Outstanding 118,449 118,449 118,449 118,449 118,449
-28-
Selected Financial Data
P-6 Partnership
---------------
2004 2003 2002 2001 2000
------------ ------------ ------------ ------------ ------------
Net Profits $1,864,246 $2,347,266 $1,476,251 $2,282,475 $2,468,159
Net Income:
Limited Partners 1,399,899 1,813,666 999,684 1,833,293 1,897,956
General Partner 167,234 215,343 129,102 130,157 112,363
Total 1,567,133 2,029,009 1,128,786 1,963,450 2,010,319
Limited Partners' Net
Income per Unit 9.79 12.68 6.99 12.82 13.27
Limited Partners' Cash
Distributions per Unit 11.09 11.81 6.38 20.23 11.17
Total Assets 1,640,367 1,831,927 1,660,818 1,552,953 2,625,065
Partners' Capital (Deficit)
Limited Partners 1,666,112 1,853,213 1,728,547 1,640,863 2,700,570
General Partner ( 52,148) ( 60,944) ( 67,729) ( 87,910) ( 75,505)
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 (or high oil and gas prices), 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, 2004 as compared to the year ended
December 31, 2003 and for the year ended December 31, 2003 as compared to the
year ended December 31, 2002.
P-1 Partnership
---------------
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
--------------------------------------
Total Net Profits increased $110,627 (8.1%) in 2004 as compared to 2003.
Of this increase, approximately (i) $155,000 and $94,000, respectively, were
related to increases in the average prices of oil and gas sold and (ii) $21,000
was related to an increase in volumes of oil sold. These increases were
partially offset by a decrease of approximately (i) $140,000 related to a
decrease in volumes of gas sold and (ii) $19,000 related to an increase in
production expenses.
Volumes of oil sold increased 753 barrels, while volumes of gas sold
decreased 32,961 Mcf in 2004 as compared to 2003. The increase in volumes of oil
sold was primarily due to positive prior period volume adjustments made by the
operators on several wells during 2004, which increases were partially offset by
normal declines in production. The decrease in volumes of gas sold was primarily
due to (i) negative prior period volume adjustments made by the operators on
several wells during 2004 and (ii) normal declines in production. These
decreases were partially offset by the receipt of first revenues on one
significant well during 2004. The increase in production expenses was primarily
due to (i) workover expenses incurred on two significant wells during 2004, (ii)
an increase in production taxes associated with the increase in oil and gas
sales, and (iii) an increase in production taxes associated with the receipt of
first revenues on one significant well during 2004. These increases were
partially offset by (i) negative prior period production tax adjustments made by
the operator on several wells during 2004, (ii) a decrease in lease operating
expenses associated with the decrease in volumes of gas sold, and (iii) workover
expenses incurred on several wells during 2003. Average oil and gas prices
increased to $36.36 per barrel and $4.63 per Mcf, respectively, in 2004 from
$28.35 per barrel and $4.25 per Mcf, respectively, in 2003.
-32-
Depletion of Net Profits Interests decreased $12,239 (15.3%) in 2004 as
compared to 2003. This decrease was primarily due to (i) upward revisions in the
estimates of remaining oil and gas reserves during 2004 and (ii) the decrease in
volumes of gas sold. As a percentage of Net Profits, this expense decreased to
4.6% in 2004 from 5.8% in 2003. This percentage decrease was primarily due to
(i) the dollar decrease in depletion of Net Profits Interests and (ii) the
increase in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of Net Profits, these expenses decreased to 9.6% in
2004 from 10.4% in 2003.
Cumulative cash distributions to the Limited Partners through December 31,
2004 were $16,860,558 or 156.01% of Limited Partners' capital contributions.
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.
-33-
P-3 Partnership
---------------
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
--------------------------------------
Total Net Profits increased $193,842 (9.7%) in 2004 as compared to 2003.
Of this increase, approximately (i) $201,000 and $162,000, respectively, were
related to increases in the average prices of oil and gas sold and (ii) $28,000
was related to an increase in volumes of oil sold. These increases were
partially offset by a decrease of approximately (i) $159,000 related to a
decrease in volumes of gas sold and (ii) $38,000 related to an increase in
production expenses.
Volumes of oil sold increased 990 barrels, while volumes of gas sold
decreased 36,303 Mcf in 2004 as compared to 2003. The increase in volumes of oil
sold was primarily due to positive prior period volume adjustments made by the
operators on several wells during 2004, which increases were partially offset by
normal declines in production. The decrease in volumes of gas sold was primarily
due to (i) negative prior period volume adjustments made by the operators on
several wells during 2004 and (ii) normal declines in production. These
decreases were partially offset by the receipt of first revenues on one
significant well during 2004. The increase in production expenses was primarily
due to (i) workover expenses incurred on two significant wells during 2004, (ii)
an increase in production taxes associated with the increase in oil and gas
sales, and (iii) an increase in production taxes associated with the receipt of
first revenues on one significant well during 2004. These increases were
partially offset by (i) negative prior period production tax adjustments made by
the operator on several wells during 2004, (ii) a decrease in lease operating
expenses associated with the decrease in volumes of gas sold, and (iii) workover
expenses incurred on several wells during 2003. Average oil and gas prices
increased to $36.42 per barrel and $4.80 per Mcf, respectively, in 2004 from
$28.37 per barrel and $4.39 per Mcf, respectively, in 2003.
Depletion of Net Profits Interests increased $83,661 (69.0%) in 2004 as
compared to 2003. This increase was primarily due to one significant well
becoming fully depleted during 2004 due to the lack of remaining reserves. This
increase was partially offset by (i) upward revisions in the estimates of
remaining oil and gas reserves during 2004 and (ii) the decrease in volumes of
gas sold. As a percentage of Net Profits, this expense increased to 9.4% in 2004
from 6.1% in 2003. This percentage increase was primarily due to the dollar
increase in depletion of Net Profits Interests.
-34-
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of Net Profits, these expenses decreased to 9.6% in
2004 from 10.6% in 2003.
Cumulative cash distributions to the Limited Partners through December 31,
2004 were $23,554,401 or 138.85% of Limited Partners' capital contributions.
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
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.
-35-
P-4 Partnership
---------------
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
--------------------------------------
Total Net Profits increased $94,129 (6.0%) in 2004 as compared to 2003. Of
this increase, approximately $181,000 and $130,000, respectively, were related
to increases in the average prices of oil and gas sold. These increases were
partially offset by decreases of approximately (i) $111,000 and $105,000,
respectively, related to decreases in volumes of oil and gas sold and (ii)
$1,000 related to an increase in production expenses. Volumes of oil and gas
sold decreased 3,752 barrels and 20,147 Mcf, respectively, in 2004 as compared
to 2003. The decrease in volumes of oil sold was primarily due to (i) normal
declines in production and (ii) the shutting in of one significant well during
late 2004 due to mechanical problems. As of the date of this Annual Report, the
shut-in well has returned to production. The decrease in volumes of gas sold was
primarily due to normal declines in production, which decrease was partially
offset by the receipt of first revenues on one significant well during 2004. The
increase in production expenses was primarily due to (i) an increase in
production taxes associated with the increase in oil and gas sales, (ii)
workover expenses incurred on several wells during 2004, and (iii) an increase
in production taxes associated with the receipt of first revenues on one
significant well during 2004. These increases were partially offset by a
decrease in lease operating expense associated with the decreases in volumes of
oil and gas sold. Average oil and gas prices increased to $39.91 per barrel and
$5.75 per Mcf, respectively, in 2004 from $29.66 per barrel and $5.21 per Mcf,
respectively, in 2003.
Depletion of Net Profits Interests decreased $13,415 (14.6%) in 2004 as
compared to 2003. This decrease was primarily due to (i) upward revisions in the
estimates of remaining oil and gas reserves during 2004 and (ii) the decreases
in volumes of oil and gas sold. These decreases were partially offset by the
abandonment of one significant well during 2004 following an unsuccessful
recompletion attempt. As a percentage of Net Profits, this expense decreased to
4.7% in 2004 from 5.9% in 2003. This percentage decrease was primarily due to
(i) the dollar decrease in depletion of Net Profits Interests and (ii) the
increase in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of Net Profits, these expenses decreased to 9.7% in
2004 from 10.2% in 2003.
Cumulative cash distributions to the Limited Partners through December 31,
2004 were $18,897,945 or 149.62% of Limited Partners' capital contributions.
-36-
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 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.
-37-
P-5 Partnership
---------------
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
--------------------------------------
Total Net Profits decreased $33,660 (2.6%) in 2004 as compared to 2003. Of
this decrease, approximately (i) $53,000 and $142,000, respectively, were
related to decreases in volumes of oil and gas sold and (ii) $2,000 was related
to an increase in production expenses. These decreases were partially offset by
increases of approximately $39,000 and $124,000, respectively, related to
increases in the average prices of oil and gas sold.
Volumes of oil and gas sold decreased 1,761 barrels and 30,660 Mcf,
respectively, in 2004 as compared to 2003. The decrease in volumes of oil sold
was primarily due to (i) the shutting-in of a producing zone on one significant
well during late 2003 and (ii) normal declines in production. As of the date of
this Annual Report, management does not expect the shut-in zone to return to
production. The decrease in volumes of gas sold was primarily due to (i)
downward revisions in the estimates of remaining gas reserves on one significant
well resulting in the P-5 Partnership becoming over produced in excess of
estimated ultimate reserves thereby increasing gas imbalance payable and (ii)
normal declines in production. These decreases were partially offset by the
successful completion of one significant well during early 2004. The increase in
production expense was primarily due to workover expenses incurred on several
wells during 2004, which increase was substantially offset by a decrease in
lease operating expenses associated with the decreases in volumes of oil and gas
sold. Average oil and gas prices increased to $38.44 per barrel and $5.08 per
Mcf, respectively, in 2004 from $30.01 per barrel and $4.64 per Mcf,
respectively, in 2003.
Depletion of Net Profits Interests increased $15,324 (19.2%) in 2004 as
compared to 2003. This increase was primarily due to (i) an increase in
depletable Net Profits Interests primarily due to developmental drilling
activities on several properties during 2004 and (ii) one significant well being
fully depleted in 2004 due to the lack of remaining reserves. These increases
were partially offset by the decrease in volumes of oil and gas sold. As a
percentage of Net Profits, this expense increased to 7.6% in 2004 from 6.2% in
2003. This percentage increase was primarily due to the dollar increase in
depletion of Net Profits Interests.
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of Net Profits, these expenses increased to 12.2% in
2004 from 11.9% in 2003.
-38-
Cumulative cash distributions to the Limited Partners through December 31,
2004 were $13,212,759 or 111.55% of Limited Partners' capital contributions.
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.
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.
-39-
P-6 Partnership
---------------
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
--------------------------------------
Total Net Profits decreased $483,020 (20.6%) in 2004 as compared to 2003.
Of this decrease, approximately (i) $234,000 and $597,000, respectively, were
related to decreases in volumes of oil and gas sold and (ii) $102,000 was
related to an increase in production expenses. These decreases were partially
offset by increases of approximately $110,000 and $340,000, respectively,
related to increases in the average prices of oil and gas sold.
Volumes of oil and gas sold decreased 8,115 barrels and 130,618 Mcf,
respectively, in 2004 as compared to 2003. The decrease in volumes of oil sold
was primarily due to (i) a negative prior period volume adjustment made by the
operator on one significant well during 2004, (ii) normal declines in
production, and (iii) the shutting-in of a producing zone on one other
significant well during late 2003. As of the date of this Annual Report,
management does not expect the shut-in zone to return to production. The
decrease in volumes of gas sold was primarily due to (i) normal declines in
production, (ii) downward revisions in the estimates of remaining gas reserves
on one significant well resulting in the P-6 Partnership becoming over produced
in excess of estimated ultimate reserves thereby increasing gas imbalance
payable, and (iii) a negative prior period volume adjustment made by the
operator on one significant well during 2004. The increase in production
expenses was primarily due to (i) a prior period production tax adjustment on
one significant unit during 2004, (ii) workover expenses incurred on two
significant wells during 2004, and (iii) the abandonment of one significant well
during 2004 due to severe mechanical problems. These increases were partially
offset by a decrease in lease operating expenses associated with the decreases
in volumes of oil and gas sold. Average oil and gas prices increased to $43.01
per barrel and $5.33 per Mcf, respectively, in 2004 from $28.89 per barrel and
$4.57 per Mcf, respectively, in 2003.
Depletion of Net Profits Interests decreased $22,355 (15.6%) in 2004 as
compared to 2003. This decrease was primarily due to the decreases in volumes of
oil and gas sold, which decrease was partially offset by one significant well
being fully depleted during 2004 due to the lack of remaining reserves. As a
percentage of Net Profits, this expense increased to 6.3% in 2004 from 6.1% in
2003.
-40-
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of Net Profits, these expenses increased to 9.4% in
2004 from 7.7% in 2003. This percentage increase was primarily due to the
decrease in Net Profits.
Cumulative cash distributions to the Limited Partners through December 31,
2004 were $19,471,248 or 136.12% of Limited Partners' capital contribution.
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.
-41-
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, 2004, 2003, and 2002.
2004 Compared to 2003
---------------------
Barrel of Oil Average Proceeds per
Equivalent Barrel of Oil Equivalent
-------------------------- ------------------------
P/ship 2004 2003 % Change 2004 2003 % Change
------ ------- ------- -------- ------ ------ --------
P-1 61,343 66,083 ( 7%) $24.14 $20.73 16%
P-3 89,842 94,902 ( 5%) 24.34 21.00 16%
P-4 57,429 64,539 (11%) 29.03 24.37 19%
P-5 51,765 58,636 (12%) 24.09 21.84 10%
P-6 82,242 112,126 (27%) 22.67 20.93 8%
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%
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 generally not reinvested in productive assets. Assuming
2004 production levels for future years, the Partnerships' proved reserve
quantities at December 31, 2004 would have the following remaining lives:
-42-
Partnership Gas-Years Oil-Years
----------- --------- ---------
P-1 9.1 12.6
P-3 9.3 12.9
P-4 8.3 3.4
P-5 7.5 8.3
P-6 8.8 16.0
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, 2004
may cause a decrease in the estimated life of said reserves. As discussed below,
the Partnerships must terminate no later than December 31, 2015 (eleven years
after December 31, 2004).
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 2004, 2003, and
2002. 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 2004, 2003, and 2002, were as
follows:
Partnership 2004 2003 2002
----------- -------- -------- -------
P-1 $16,707 $45,230 $40,636
P-3 21,366 57,301 51,341
P-4 434 938 -
P-5 - 8,657 10,398
P-6 - 5,212 11,319
Over the years, as part of the normal course of business, some of the
Partnerships' interests in wells have been sold, generally at oil and gas
auctions. Given the generally favorable current environment for oil and gas
dispositions, it is possible that the number of and value of properties
considered for sale may increase. In the event of sales, any net proceeds are
distributed as soon as possible after the disposition. Future production, costs
and cash flow will be reduced as properties are sold.
-43-
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 generally replacing production.
The General Partner expects general and administrative expenses to
increase substantially during 2005 and 2006 due to costs required to comply with
Section 404 of the Sarbanes-Oxley Act of 2002. Such anticipated increase will
reduce cash available for distribution. The General Partner expects at least a
portion of this anticipated increase in general and administrative expenses to
continue in years beyond 2006.
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
-44-
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 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 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.
-45-
Asset Retirement Obligation
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:
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 is adjusted upwards each quarter in order
to recognize accretion of the time-related discount factor. For 2004, the P-1,
P-3, P-4, P-5, and P-6 Partnerships recognized approximately $3,000, $5,000,
$3,000, $4,000, 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.
New Accounting Pronouncements
The Partnerships are not aware of any recently issued accounting
pronouncements that would have an impact on the Partnerships' future results of
operations and financial position.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors,
including the extent of domestic and foreign
-46-
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 2004. 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.
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.
ITEM 9B. OTHER INFORMATION
The General Partner is not aware of any information required to be
reported on Form 8-K during the fourth quarter of 2004 but which was not so
reported.
-47-
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 53 President and Director
Judy K. Fox 54 Secretary
The director will hold office until the next annual meeting of shareholders of
Geodyne or until his successor has been duly elected and qualified. All
executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm, Conner and Winters, where his principal practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State University and a Juris Doctorate degree from the University of
Texas. Mr. Neill also serves as Senior Vice President of Samson Investment
Company and as President and Director of Samson Properties Incorporated, Samson
Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L
Drilling Company, Snyder Exploration Company, and Compression, Inc.
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 2004 of reports required under Section 16 of the Securities Exchange Act
of 1934.
-48-
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 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 2004, 2003, and 2002, 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 2004 2003 2002
----------- -------- -------- --------
P-1 $113,760 $113,760 $113,760
P-3 178,560 178,560 178,560
P-4 132,960 132,960 132,960
P-5 124,680 124,680 124,680
P-6 150,564 150,564 150,564
-49-
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships reimburse the
General Partner or its affiliates for that portion of such officers' and
directors' salaries and expenses attributable to time devoted by such
individuals to the Partnerships' activities based on the allocation method
described above. The following tables indicate the approximate amount of general
and administrative expense reimbursement attributable to the salaries of the
directors, officers, and employees of the General Partner and its affiliates
during 2004, 2003, and 2002:
-50-
Salary Reimbursements
P-1 Partnership
---------------
Three Years Ended December 31, 2004
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 2002 - - - - - - -
2003 - - - - - - -
2004 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2002 $60,748 - - - - - -
2003 $61,746 - - - - - -
2004 $66,157 - - - - - -
- ----------
(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
$100,000 per annum.
-51-
Salary Reimbursements
P-3 Partnership
---------------
Three Years Ended December 31, 2004
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------- ---------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- -------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 2002 - - - - - - -
2003 - - - - - - -
2004 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2002 $ 95,351 - - - - - -
2003 $ 96,917 - - - - - -
2004 $103,842 - - - - - -
- ---------
(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
$100,000 per annum.
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Salary Reimbursements
P-4 Partnership
---------------
Three Years Ended December 31, 2004
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 2002 - - - - - - -
2003 - - - - - - -
2004 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2002 $71,001 - - - - - -
2003 $72,167 - - - - - -
2004 $77,323 - - - - - -
- ----------
(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
$100,000 per annum.
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Salary Reimbursements
P-5 Partnership
---------------
Three Years Ended December 31, 2004
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 2002 - - - - - - -
2003 - - - - - - -
2004 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2002 $66,579 - - - - - -
2003 $67,673 - - - - - -
2004 $72,508 - - - - - -
- ----------
(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
$100,000 per annum.
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Salary Reimbursements
P-6 Partnership
---------------
Three Years Ended December 31, 2004
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------- ---------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1)(2) 2002 - - - - - - -
2003 - - - - - - -
2004 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2002 $80,401 - - - - - -
2003 $81,722 - - - - - -
2004 $87,560 - - - - - -
- ----------
(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.
-55-
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 the date of filing this Annual Report 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 31,197 (28.9%)
All affiliates, directors, and officers of
the General Partner as a group and the
General Partner (4 persons) 31,197 (28.9%)
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P-3 Partnership:
- ---------------
Samson Resources Company 69,425 (40.9%)
All affiliates, directors, and officers
of the General Partner as a group and
the General Partner (4 persons) 69,425 (40.9%)
P-4 Partnership:
- ---------------
Samson Resources Company 34,448 (27.3%)
All affiliates, directors, and officers
of the General Partner as a group and
the General Partner (4 persons) 34,448 (27.3%)
P-5 Partnership:
- ---------------
Samson Resources Company 29,480 (24.9%)
All affiliates, directors, and officers
of the General Partner as a group and
the General Partner (4 persons) 29,480 (24.9%)
P-6 Partnership:
- ---------------
Samson Resources Company 20,917 (14.6%)
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) 20,917 (14.6%)
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
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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.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During 2004 and 2003, each Partnership paid the following audit fees:
2004 2003
------- -------
Year-end audit per engagement letter $21,560 $19,250
1st quarter 10-Q review 825 750
2nd quarter 10-Q review 825 750
3rd quarter 10-Q review 825 750
Audit-Related Fees
During 2004 and 2003 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 2004 and 2003 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 2004 and 2003 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
-59-
impairs the auditors' independence.
PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(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, 2004 and 2003 and for each of the three years in
the period ended December 31, 2004 are filed as part of this report:
Report of Independent Registered Public Accounting Firm
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.
-60-
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
-61-
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
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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.
-63-
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,
-64-
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
-65-
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
-66-
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.
-67-
*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.
-68-
*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.
-69-
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 30, 2005
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 30, 2005
------------------- Director (Principal
Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting March 30, 2005
------------------- Officer (Principal
Craig D. Loseke Accounting and
Financial Officer)
//S//Judy K. Fox Secretary March 30, 2005
-------------------
Judy K. Fox
-70-
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2004, 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 the
standards of the Public Company Accounting Oversight Board (United States).
Those standards 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 the Combined Financial Statements under
the heading "Asset Retirement Obligation", effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 30, 2005
F-1
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-1
Combined Balance Sheets
December 31, 2004 and 2003
ASSETS
------
2004 2003
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 448,368 $ 399,580
Accounts receivable:
Net Profits 77,602 139,856
--------- ---------
Total current assets $ 525,970 $ 539,436
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 693,128 732,423
--------- ---------
$1,219,098 $1,271,859
========= =========
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 64,846) ($ 58,713)
Limited Partners, issued and
outstanding, 108,074 Units 1,283,944 1,330,572
--------- ---------
Total Partners' capital $1,219,098 $1,271,859
========= =========
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, 2004, 2003, and 2002
2004 2003 2002
---------- ---------- ----------
REVENUES:
Net Profits $1,480,785 $1,370,158 $ 993,269
Interest income 2,902 2,110 1,751
Gain on sale of
Net Profits Interests 17,563 43,930 37,624
Other income 3,474 - -
--------- --------- ---------
$1,504,724 $1,416,198 $1,032,644
COSTS AND EXPENSES:
Depletion of
Net Profits Interests $ 67,699 $ 79,938 $ 115,284
General and
administrative 142,133 143,103 143,004
--------- --------- ---------
$ 209,832 $ 223,041 $ 258,288
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,294,892 $1,193,157 $ 774,356
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - 3,732 -
--------- --------- ---------
NET INCOME $1,294,892 $1,196,889 $ 774,356
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 133,520 $ 126,336 $ 87,636
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,161,372 $1,070,553 $ 686,720
========= ========= =========
NET INCOME
per Unit $ 10.75 $ 9.91 $ 6.35
========= ========= =========
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, 2004, 2003, and 2002
Limited General
Partners Partner Total
------------ ---------- ------------
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
Net income 1,161,372 133,520 1,294,892
Cash distributions ($1,208,000) ($139,653) ($1,347,653)
--------- ------- ---------
Balance, Dec. 31, 2004 $1,283,944 ($ 64,846) $1,219,098
========= ======= =========
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, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,294,892 $1,196,889 $774,356
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 67,699 79,938 115,284
Gain on sale of
Net Profits Interests ( 17,563) ( 43,930) ( 37,624)
(Increase)decrease in
accounts receivable
- Net Profits 54,004 ( 1,201) ( 70,331)
--------- --------- -------
Net cash provided by
operating activities $1,399,032 $1,227,964 $781,685
--------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 19,298) ($ 26,919) ($ 61,170)
Proceeds from sale of
Net Profits Interests 16,707 45,230 40,636
--------- --------- -------
Net cash provided (used) by
investing activities ($ 2,591) $ 18,311 ($ 20,534)
--------- --------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,347,653) ($1,155,922) ($634,206)
--------- --------- -------
Net cash used by financing
activities ($1,347,653) ($1,155,922) ($634,206)
--------- --------- -------
F-5
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 48,788 $ 90,353 $126,945
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 399,580 309,227 182,282
--------- --------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 448,368 $ 399,580 $309,227
========= ========= =======
The accompanying notes are an integral
part of these combined financial statements.
F-6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2004, 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 the
standards of the Public Company Accounting Oversight Board (United States).
Those standards 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 the Combined Financial Statements under
the heading "Asset Retirement Obligation", effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 30, 2005
F-7
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE NPI PARTNERSHIP P-3
Combined Balance Sheets
December 31, 2004 and 2003
ASSETS
------
2004 2003
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 633,196 $ 581,527
Accounts receivable:
Net Profits 130,416 199,159
--------- ---------
Total current assets $ 763,612 $ 780,686
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 1,071,849 1,190,694
--------- ---------
$1,835,461 $1,971,380
========= =========
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 53,429) ($ 47,020)
Limited Partners, issued and
outstanding, 169,637 Units 1,888,890 2,018,400
--------- ---------
Total Partners' capital $1,835,461 $1,971,380
========= =========
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, 2004, 2003, and 2002
2004 2003 2002
---------- ---------- ----------
REVENUES:
Net Profits $2,186,949 $1,993,107 $1,411,475
Interest income 4,406 3,060 2,610
Gain on sale of
Net Profits Interests 22,514 55,610 47,198
Other income 4,376 - -
--------- --------- ---------
$2,218,245 $2,051,777 $1,461,283
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 204,906 $ 121,245 $ 177,473
General and
administrative 209,719 211,602 211,234
--------- --------- ---------
$ 414,625 $ 332,847 $ 388,707
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,803,620 $1,718,930 $1,072,576
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - 4,070 -
--------- --------- ---------
NET INCOME $1,803,620 $1,723,000 $1,072,576
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 196,130 $ 182,540 $ 122,969
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,607,490 $1,540,460 $ 949,607
========= ========= =========
NET INCOME
per Unit $ 9.48 $ 9.08 $ 5.60
========= ========= =========
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, 2004, 2003, and 2002
Limited General
Partners Partner Total
------------ ---------- ------------
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
Net income 1,607,490 196,130 1,803,620
Cash distributions ( 1,737,000) ( 202,539) ( 1,939,539)
--------- ------- ---------
Balance, Dec. 31, 2004 $1,888,890 ($ 53,429) $1,835,461
========= ======= =========
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, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,803,620 $1,723,000 $1,072,576
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 204,906 121,245 177,473
Gain on sale of
Net Profits Interests ( 22,514) ( 55,610) ( 47,198)
(Increase) decrease in
accounts receivable
- Net Profits 52,782 ( 9,446) ( 96,400)
--------- --------- ---------
Net cash provided by
operating activities $2,038,794 $1,775,119 $1,106,451
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 68,952) ($ 43,489) ($ 88,773)
Proceeds from sale of
Net Profits Interests 21,366 57,301 51,341
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 47,586) $ 13,812 ($ 37,432)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,939,539) ($1,640,966) ($ 902,386)
--------- --------- ---------
Net cash used by financing
activities ($1,939,539) ($1,640,966) ($ 902,386)
--------- --------- ---------
F-11
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 51,669 $ 147,965 $ 166,633
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 581,527 433,562 266,929
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 633,196 $ 581,527 $ 433,562
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2004, 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 the
standards of the Public Company Accounting Oversight Board (United States).
Those standards 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 the Combined Financial Statements under
the heading "Asset Retirement Obligation", effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 30, 2005
F-13
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE NPI PARTNERSHIP P-4
Combined Balance Sheets
December 31, 2004 and 2003
ASSETS
------
2004 2003
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 510,213 $ 399,864
Accounts receivable:
Net Profits 281,672 240,436
--------- ---------
Total current assets $ 791,885 $ 640,300
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 394,957 436,463
--------- ---------
$1,186,842 $1,076,763
========= =========
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 57,646) ($ 66,233)
Limited Partners, issued and
outstanding, 126,306 Units 1,244,488 1,142,996
--------- ---------
Total Partners' capital $1,186,842 $1,076,763
========= =========
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, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ------------
REVENUES:
Net Profits $1,667,188 $1,573,059 $1,431,998
Interest income 3,147 2,788 3,567
Gain (loss) on sale of
Net Profits Interests 962 - ( 5,853)
--------- --------- ---------
$1,671,297 $1,575,847 $1,429,712
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 78,779 $ 92,194 $ 268,612
General and
administrative 161,110 160,974 158,592
--------- --------- ---------
$ 239,889 $ 253,168 $ 427,204
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,431,408 $1,322,679 $1,002,508
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - ( 439) -
--------- --------- ---------
NET INCOME $1,431,408 $1,322,240 $1,002,508
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 149,916 $ 140,282 $ 124,069
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,281,492 $1,181,958 $ 878,439
========= ========= =========
NET INCOME
per Unit $ 10.15 $ 9.36 $ 6.95
========= ========= =========
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, 2004, 2003, and 2002
Limited General
Partners Partner Total
------------ ---------- ------------
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
Net income 1,281,492 149,916 1,431,408
Cash distributions ( 1,180,000) ( 141,329) ( 1,321,329)
--------- ------- ---------
Balance, Dec. 31, 2004 $1,244,488 ($ 57,646) $1,186,842
========= ======= =========
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, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,431,408 $1,322,240 $1,002,508
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 78,779 92,194 268,612
(Gain) loss on sale of
Net Profits Interests ( 962) - 5,853
Settlement of asset
retirement obligation ( 77) - -
(Increase) decrease in
accounts receivable-
related party - 5 ( 5)
(Increase) decrease in
accounts receivable -
Net Profits ( 46,036) 79,535 ( 44,241)
--------- --------- ---------
Net cash provided by
operating activities $1,463,112 $1,494,413 $1,232,727
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 31,868) ($ 24,938) ($ 73,913)
Proceeds from sale of
Net Profits Interests 434 938 -
--------- --------- ---------
Net cash used by
investing activities ($ 31,434) ($ 24,000) ($ 73,913)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,321,329) ($1,421,728) ($1,228,237)
--------- --------- ---------
Net cash used by financing
activities ($1,321,329) ($1,421,728) ($1,228,237)
--------- --------- ---------
F-17
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 110,349 $ 48,685 ($ 69,423)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 399,864 351,179 420,602
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 510,213 $ 399,864 $ 351,179
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-18
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2004, 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 the
standards of the Public Company Accounting Oversight Board (United States).
Those standards 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 the Combined Financial Statements under
the heading "Asset Retirement Obligation", effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 30, 2005
F-19
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE NPI PARTNERSHIP P-5
Combined Balance Sheets
December 31, 2004 and 2003
ASSETS
------
2004 2003
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 393,840 $ 337,494
Accounts receivable:
Net Profits 37,416 -
--------- ---------
Total current assets $ 431,256 $ 337,494
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 600,879 616,277
--------- ---------
$1,032,135 $ 953,771
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable:
Net Profits $ - $ 3,810
--------- ---------
Total current liabilities $ - $ 3,810
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 48,512) ($ 59,667)
Limited Partners, issued and
outstanding, 118,449 Units 1,080,647 1,009,628
--------- ---------
Total Partners' capital $1,032,135 $ 949,961
========= =========
$1,032,135 $ 953,771
========= =========
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, 2004, 2003, and 2002
2004 2003 2002
---------- ---------- --------
REVENUES:
Net Profits $1,246,990 $1,280,650 $885,782
Interest income 2,632 2,365 2,106
Gain (loss) on sale of
Net Profits Interests ( 749) - 9,113
--------- --------- -------
$1,248,873 $1,283,015 $897,001
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 94,961 $ 79,637 $103,212
General and
administrative 152,465 152,225 149,875
--------- --------- -------
$ 247,426 $ 231,862 $253,087
--------- --------- -------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,001,447 $1,051,153 $643,914
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - 2,785 -
--------- --------- -------
NET INCOME $1,001,447 $1,053,938 $643,914
========= ========= =======
GENERAL PARTNER -
NET INCOME $ 108,428 $ 78,297 $ 36,219
========= ========= =======
LIMITED PARTNERS -
NET INCOME $ 893,019 $ 975,641 $607,695
========= ========= =======
NET INCOME
per Unit $ 7.54 $ 8.24 $ 5.13
========= ========= =======
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, 2004, 2003, and 2002
Limited General
Partners Partner Total
------------ ---------- ------------
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
Net income 893,019 108,428 1,001,447
Cash distributions ( 822,000) ( 97,273) ( 919,273)
--------- ------- ---------
Balance, Dec. 31, 2004 $1,080,647 ($ 48,512) $1,032,135
========= ======= =========
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, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,001,447 $1,053,938 $643,914
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 94,961 79,637 103,212
(Gain) loss on sale of
Net Profits Interests 749 - ( 9,113)
Settlement of asset
retirement obligation ( 104) - -
Net change in accounts
receivable (accounts
payable) - Net Profits ( 62,284) ( 3,357) ( 14,540)
--------- --------- -------
Net cash provided by
operating activities $1,034,769 $1,127,433 $723,473
--------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 59,150) ($ 16,739) ($ 76,041)
Proceeds from sale of
Net Profits Interests - 8,657 10,398
--------- --------- -------
Net cash used by
investing activities ($ 59,150) ($ 8,082) ($ 65,643)
--------- --------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 919,273) ($1,034,851) ($576,544)
--------- --------- -------
Net cash used by financing
activities ($ 919,273) ($1,034,851) ($576,544)
--------- --------- -------
F-23
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 56,346 $ 84,500 $ 81,286
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 337,494 252,994 171,708
--------- --------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 393,840 $ 337,494 $252,994
========= ========= =======
The accompanying notes are an integral part of these
combined financial statements.
F-24
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2004, 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 the
standards of the Public Company Accounting Oversight Board (United States).
Those standards 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 the Combined Financial Statements under
the heading "Asset Retirement Obligation", effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 30, 2005
F-25
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
GEODYNE NPI PARTNERSHIP P-6
Combined Balance Sheets
December 31, 2004 and 2003
ASSETS
------
2004 2003
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 469,272 $ 567,735
--------- ---------
Total current assets $ 469,272 $ 567,735
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 1,171,095 1,264,192
--------- ---------
$1,640,367 $1,831,927
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable:
Net Profits $ 26,403 $ 39,658
--------- ---------
Total current liabilities $ 26,403 $ 39,658
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 52,148) ($ 60,944)
Limited Partners, issued and
outstanding, 143,041 Units 1,666,112 1,853,213
--------- ---------
Total Partners' capital $1,613,964 $1,792,269
========= =========
$1,640,367 $1,831,927
========= =========
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, 2004, 2003, and 2002
2004 2003 2002
----------- ---------- ----------
REVENUES:
Net Profits $1,864,246 $2,347,266 $1,476,251
Interest income 3,941 3,518 2,815
Gain (loss) on sale of
Net Profits Interests ( 256) - 10,267
--------- --------- ---------
$1,867,931 $2,350,784 $1,489,333
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 121,279 $ 143,634 $ 183,386
General and
administrative 179,519 179,618 177,161
--------- --------- ---------
$ 300,798 $ 323,252 $ 360,547
--------- --------- ---------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING
CHANGE $1,567,133 $2,027,532 $1,128,786
Cumulative effect of
change in accounting
for asset retirement
obligations (Note 1) - 1,477 -
--------- --------- ---------
NET INCOME $1,567,133 $2,029,009 $1,128,786
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 167,234 $ 215,343 $ 129,102
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,399,899 $1,813,666 $ 999,684
========= ========= =========
NET INCOME
per Unit $ 9.79 $ 12.68 $ 6.99
========= ========= =========
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, 2004, 2003, and 2002
Limited General
Partners Partner Total
------------ ---------- ------------
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
Net income 1,399,899 167,234 1,567,133
Cash distributions ( 1,587,000) ( 158,438) ( 1,745,438)
--------- ------- ---------
Balance, Dec. 31, 2004 $1,666,112 ($ 52,148) $1,613,964
========= ======= =========
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, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,567,133 $2,029,009 $1,128,786
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 121,279 143,634 183,386
(Gain) loss on sale of
Net Profits Interests 256 - ( 10,267)
Settlement of asset
retirement obligation ( 388) - -
Net change in accounts
receivable (accounts
payable) - Net Profits ( 19,939) ( 20,933) ( 83,527)
--------- --------- ---------
Net cash provided by
operating activities $1,668,341 $2,150,233 $1,218,378
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 21,366) ($ 7,948) ($ 78,281)
Proceeds from sale of
Net Profits Interests - 5,212 11,319
--------- --------- ---------
Net cash used by
investing activities ($ 21,366) ($ 2,736) ($ 66,962)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,745,438) ($1,897,558) ($1,020,921)
--------- --------- ---------
Net cash used by financing
activities ($1,745,438) ($1,897,558) ($1,020,921)
--------- --------- ---------
F-29
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 98,463) $ 249,939 $ 130,495
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 567,735 317,796 187,301
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 469,272 $ 567,735 $ 317,796
========= ========= =========
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, 2004, 2003, and 2002
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, 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.
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, 2004:
Percent of
Number of Outstanding
Partnership Units Owned Units
----------- ----------- -----------
P-1 31,037 28.7%
P-3 69,180 40.8%
P-4 34,234 27.1%
P-5 29,360 24.8%
P-6 20,827 14.6%
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.
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partnerships' limited
partnership agreement and NPI Partnerships'
F-32
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.
(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
F-33
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 (accounts payable) - Net Profits, are due from a variety of
oil and gas purchasers and, therefore, indirectly subject the Partnerships to a
concentration of credit risk. Some of these purchasers are discussed in Note 3 -
Major Customers.
Net Profits Interests
The Partnerships follow the successful efforts method of accounting for
their Net Profits Interests. Under the successful efforts method, the
Partnerships capitalize all acquisition
F-34
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, 2004, 2003, and 2002 were as follows:
Partnership 2004 2003 2002
----------- ----- ----- -----
P-1 $1.10 $1.21 $1.69
P-3 2.28 1.28 1.80
P-4 1.37 1.43 2.68
P-5 1.83 1.36 1.46
P-6 1.47 1.28 1.51
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, 2004.
The risk that the Partnerships will be required to record impairment
provisions in the future increases as oil and gas prices decrease.
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
F-35
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 for which the Partnerships are currently settling
this liability. This liability is recorded as a reduction of accounts
receivable.
Also included in accounts receivable (accounts payable) - Net Profits are
the estimated asset retirement obligations (see "Asset Retirement Obligation")
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 (accounts payable) - Net Profits includes accrued
liabilities, accrued lease operating expenses, asset retirement obligations, and
deferred lease operating expenses related to gas balancing which involve
estimates that could materially differ from the actual amounts ultimately
realized or incurred in the near term. Oil and gas reserves (see Note 4) also
involve significant estimates which could materially differ from the actual
amounts ultimately realized.
F-36
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.
Asset Retirement Obligation
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations" which is effective for fiscal years beginning after June
15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 requires the fair
value of a liability for an asset retirement obligation to be recognized in the
period in which it is incurred if a reasonable estimate of fair value can be
made, and that the associated asset retirement costs be capitalized as part of
the carrying amount of the long-lived asset. The Partnerships own interests in
oil and gas properties which require expenditures to plug and abandon the wells
when reserves in the wells are depleted. 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
The asset retirement obligation will be adjusted upwards each quarter in
order to recognize accretion of the time-related discount factor. For 2004, the
P-1, P-3, P-4, P-5, and P-6 Partnerships recognized approximately $3,000,
$5,000, $3,000, $4,000, 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.
The components of the change in asset retirement obligations for the years
ended December 31, 2004 and December 31, 2003 are as shown below.
F-37
P-1 Partnership
---------------
2004 2003
---------- ----------
Total Asset Retirement
Obligation, January 1 $ 56,388 $ 55,495
Additions and Revisions 27 79
Settlements and Disposals ( 238) ( 1,737)
Accretion Expense 2,576 2,551
------- -------
Total Asset Retirement
Obligation, December 31 $ 58,753 $ 56,388
======= =======
P-3 Partnership
---------------
2004 2003
---------- ----------
Total Asset Retirement
Obligation, January 1 $ 95,666 $ 94,622
Additions and Revisions 33 247
Settlements and Disposals ( 300) ( 3,483)
Accretion Expense 4,319 4,280
------- -------
Total Asset Retirement
Obligation, December 31 $ 99,718 $ 95,666
======= =======
P-4 Partnership
---------------
2004 2003
---------- ----------
Total Asset Retirement
Obligation, January 1 $ 56,632 $ 53,986
Additions and Revisions 440 354
Settlements and Disposals ( 2,277) -
Accretion Expense 2,125 2,292
------- -------
Total Asset Retirement
Obligation, December 31 $ 56,920 $ 56,632
======= =======
F-38
P-5 Partnership
---------------
2004 2003
---------- --------
Total Asset Retirement
Obligation, January 1 $ 72,299 $ 68,918
Additions and Revisions 1,608 141
Settlements and Disposals ( 104) -
Accretion Expense 2,878 3,240
------- -------
Total Asset Retirement
Obligation, December 31 $ 76,681 $ 72,299
======= =======
P-6 Partnership
---------------
2004 2003
---------- --------
Total Asset Retirement
Obligation, January 1 $206,661 $204,576
Additions and Revisions 954 50
Settlements and Disposals ( 6,956) -
Accretion Expense 7,427 2,035
------- -------
Total Asset Retirement
Obligation, December 31 $208,086 $206,661
======= =======
Had FAS No. 143 been adopted at January 1, 2002 the amount of the asset
retirement obligation at that date and at December 31, 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 pro forma impact
for the P-1, P-3, P-4, P-5, and P-6 Partnerships during the year ended December
31, 2002 would have been an increase in Depletion of Net Profits Interest of
approximately $3,000, $5,000, $4,000, $3,000, and $9,000, respectively.
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
F-39
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, 2004, 2003, and
2002:
Partnership 2004 2003 2002
----------- -------- -------- --------
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
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.
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, 2004,
2003, and 2002:
Percentage
-----------------------
Partnership Purchaser 2004 2003 2002
- ----------- ------------------------ ----- ----- -----
P-1 Cinergy Marketing
("Cinergy") 13.2% 14.3% -
Duke Energy Field
Services, Inc.
("Duke") 11.5% - -
Chevron U.S.A., Inc. 11.3% - -
El Paso Energy
Marketing Company
("El Paso") - - 17.5%
P-3 Duke 14.9% - -
Cinergy 12.0% 13.2% -
El Paso - - 17.4%
F-40
P-4 Eaglwing Trading, Inc. 25.3% 25.9% 23.3%
Gulfterra Central
Point Alloc. 11.4% - -
Valero Industrial
Gas LP - 22.8% 20.3%
Conoco, Inc. - - 15.7%
El Paso - - 11.9%
P-5 Enogex Services
Corporation 20.2% 18.3% -
Cinergy 16.1% 27.0% -
ONEOK Texas Energy 14.6% 14.4% 12.0%
Resources ("ONEOK")
Duke 11.5% 13.6% -
El Paso - - 59.2%
P-6 Duke 23.1% 22.9% 18.0%
Kinder Morgan, Inc. 19.5% 18.0% -
ONEOK 11.1% - -
Cinergy - 15.2% -
El Paso - - 28.0%
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, 2004 and 2003
were as follows:
F-41
P-1 Partnership
---------------
2004 2003
------------ ------------
Net Profits Interests in proved
oil and gas properties $6,539,536 $6,585,411
Less accumulated depletion
and valuation allowance ( 5,846,408) ( 5,852,988)
--------- ---------
Net Profits Interests, net $ 693,128 $ 732,423
========= =========
P-3 Partnership
---------------
2004 2003
------------ ------------
Net Profits Interests in proved
oil and gas properties $9,964,344 $9,972,636
Less accumulated depletion
and valuation allowance ( 8,892,495) ( 8,781,942)
--------- ---------
Net Profits Interests, net $1,071,849 $1,190,694
========= =========
P-4 Partnership
---------------
2004 2003
------------ ------------
Net Profits Interests in proved
oil and gas properties $8,050,934 $8,290,388
Less accumulated depletion
and valuation allowance ( 7,655,977) ( 7,853,925)
--------- ---------
Net Profits Interests, net $ 394,957 $ 436,463
========= =========
F-42
P-5 Partnership
---------------
2004 2003
------------- -------------
Net Profits Interests in proved
oil and gas properties $ 9,509,448 $ 9,432,867
Less accumulated depletion
and valuation allowance ( 8,908,569) ( 8,816,590)
---------- ----------
Net Profits Interest, net $ 600,879 $ 616,277
========== ==========
P-6 Partnership
---------------
2004 2003
------------- -------------
Net Profits Interests in proved
oil and gas properties $11,329,527 $11,391,974
Less accumulated depletion
and valuation allowance ( 10,158,432) ( 10,127,782)
---------- ----------
Net Profits Interests, net $ 1,171,095 $ 1,264,192
========== ==========
Costs Incurred
No property acquisition or exploration costs were incurred by the
Partnerships during the three years ended December 31, 2004. 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, 2004, 2003, and 2002. 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 2004 2003(1) 2002
----------- ------- ------- -------
P-1 $25,183 $26,919 $61,170
P-3 80,861 43,489 88,773
P-4 36,380 24,938 73,913
P-5 75,826 16,739 76,041
P-6 26,625 7,948 78,281
---------------
(1) Excludes the estimated asset retirement costs for the P-1, P-3, P-4,
P-5, and P-6 Partnerships of
F-43
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 adjustments which cause the gas
volumes to differ from the reserve reports prepared by the General Partner and
reviewed by Ryder Scott.
F-44
P-1 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 2001 151,869 1,787,352
Production ( 20,652) ( 286,109)
Sale of minerals in place - ( 24,441)
Extensions and discoveries 3,020 84,663
Revision of previous estimates 26,101 171,515
------- ---------
Proved reserves, December 31, 2002 160,338 1,732,980
Production ( 18,624) ( 284,754)
Sale of minerals in place ( 1,899) ( 35,150)
Extensions and discoveries 2,324 2,792
Revision of previous estimates 66,134 850,842
------- ---------
Proved reserves, December 31, 2003 208,273 2,266,710
Production ( 19,377) ( 251,793)
Sale of minerals in place ( 30) -
Extensions and discoveries 4,643 8,281
Revision of previous estimates 50,473 268,536
------- ---------
Proved reserves, December 31, 2004 243,982 2,291,734
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 160,338 1,732,980
======= =========
December 31, 2003 208,273 2,266,710
======= =========
December 31, 2004 243,982 2,291,734
======= =========
F-45
P-3 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 2001 205,619 2,921,349
Production ( 26,541) ( 433,484)
Sale of minerals in place - ( 30,718)
Extensions and discoveries 4,543 121,217
Revision of previous estimates 33,066 323,117
------- ---------
Proved reserves, December 31, 2002 216,687 2,901,481
Production ( 23,935) ( 425,803)
Sale of minerals in place ( 2,398) ( 44,904)
Extensions and discoveries 4,154 5,815
Revision of previous estimates 81,987 1,282,716
------- ---------
Proved reserves, December 31, 2003 276,495 3,719,305
Production ( 24,925) ( 389,500)
Sale of minerals in place ( 57) -
Extensions and discoveries 5,755 9,293
Revision of previous estimates 63,097 271,011
------- ---------
Proved reserves, December 31, 2004 320,365 3,610,109
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 216,687 2,901,481
======= =========
December 31, 2003 276,495 3,719,305
======= =========
December 31, 2004 320,365 3,610,109
======= =========
F-46
P-4 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 2001 90,296 2,083,182
Production (26,054) ( 444,617)
Sale of minerals in place - ( 43,199)
Extensions and discoveries 2,359 52,147
Revision 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
Revision of previous estimates 57,895 344,786
------ ---------
Proved reserves, December 31, 2003 65,990 2,098,543
Production (17,687) ( 238,451)
Sale of minerals in place ( 52) -
Extensions and discoveries 485 1,456
Revision of previous estimates 10,920 107,620
------ ---------
Proved reserves, December 31, 2004 59,656 1,969,168
====== =========
PROVED DEVELOPED RESERVES:
December 31, 2002 27,086 1,984,642
====== =========
December 31, 2003 63,561 2,074,944
====== =========
December 31, 2004 57,343 1,945,771
====== =========
F-47
P-5 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 2001 29,903 2,340,665
Production ( 6,223) ( 386,565)
Sale of minerals in place ( 60) ( 7,037)
Extensions and discoveries 13,919 93,056
Revision of previous estimates 7,248 166,776
------ ---------
Proved reserves, December 31, 2002 44,787 2,206,895
Production ( 6,364) ( 313,632)
Sale of minerals in place - ( 1)
Revision of previous estimates 9,047 453,379
------ ---------
Proved reserves, December 31, 2003 47,470 2,346,641
Production ( 4,603) ( 282,972)
Sale of minerals in place ( 5) -
Extensions and discoveries 2 31,722
Revision of previous estimates ( 4,707) 35,222
------ ---------
Proved reserves, December 31, 2004 38,157 2,130,613
====== =========
PROVED DEVELOPED RESERVES:
December 31, 2002 44,787 2,206,895
====== =========
December 31, 2003 47,470 2,346,641
====== =========
December 31, 2004 38,157 2,130,613
====== =========
F-48
P-6 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, December 31, 2001 93,698 3,954,081
Production ( 15,089) ( 636,758)
Sale of minerals in place ( 63) ( 7,595)
Extensions and discoveries 15,007 107,938
Revision of previous estimates 20,662 506,262
------- ---------
Proved reserves, December 31, 2002 114,215 3,923,928
Production ( 15,939) ( 577,123)
Revision of previous estimates 27,563 763,881
------- ---------
Proved reserves, December 31, 2003 125,839 4,110,686
Production ( 7,824) ( 446,505)
Extensions and discoveries 2 10,991
Revision of previous estimates 6,877 265,162
------- ---------
Proved reserves, December 31, 2004 124,894 3,940,334
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 114,215 3,923,928
======= =========
December 31, 2003 125,839 4,110,686
======= =========
December 31, 2004 124,894 3,940,334
======= =========
F-49
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2004 and 2003 are as
follows:
P-1 Partnership
---------------
2004
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $419,312 $403,648 $392,532 $289,232
Gross Profit(1) 400,614 390,433 371,996 273,982
Net Income 364,183 345,236 341,352 244,121
Limited Partners'
Net Income
Per Unit 3.02 2.87 2.83 2.03
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
- -----------------------------
(1) Total revenues less depletion of Net Profits Interests.
F-50
P-3 Partnership
---------------
2004
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $622,810 $581,919 $568,032 $445,484
Gross Profit(1) 593,416 562,711 468,521 388,691
Net Income 539,621 500,379 421,230 342,390
Limited Partners'
Net Income
Per Unit 2.85 2.65 2.19 1.79
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
- ------------------------------
(1) Total revenues less depletion of Net Profits Interests.
F-51
P-4 Partnership
---------------
2004
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $401,670 $439,393 $416,322 $413,912
Gross Profit(1) 367,468 414,383 403,705 406,962
Net Income 326,828 364,113 368,236 372,231
Limited Partners'
Net Income
Per Unit 2.30 2.58 2.62 2.65
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
- ---------------------------------
(1) Total revenues less depletion of Net Profits Interests.
F-52
P-5 Partnership
---------------
2004
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $315,510 $363,670 $263,101 $306,592
Gross Profit(1) 285,130 340,503 253,326 274,953
Net Income 246,704 292,420 220,002 242,321
Limited Partners'
Net Income
Per Unit 1.85 2.21 1.66 1.82
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
- ------------------------------
(1) Total revenues less depletion of Net Profits Interests.
F-53
P-6 Partnership
---------------
2004
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $539,568 $541,823 $337,091 $449,449
Gross Profit(1) 503,481 505,438 314,188 423,545
Net Income 458,121 450,510 274,155 384,347
Limited Partners'
Net Income
Per Unit 2.86 2.81 1.71 2.41
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
- ------------------------------
(1) Total revenues less depletion of Net Profits Interests.
F-54
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-55
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
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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
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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.
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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.
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*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.
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