ITEM 1. BUSINESS
General
The Geodyne Institutional/Pension Energy Income P-1 Limited Partnership (the "P-1 Partnership") and Geodyne Institutional/Pension Energy Income P-2 Limited Partnership (the "P-2 Partnership") are limited partnerships 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-2 February 9, 1989 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-K405 ("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, 2001, Samson owned interests in approximately 14,000 oil and gas wells located in 19 states of the United States and the countries of Canada, Venezuela, and Russia. At December 31, 2001, Samson operated approximately 3,000 oil and gas wells located in 14 states of the United States, as well as Canada, Venezuela, and Russia.
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, 2002, Samson employed approximately 1,000 persons. No employees are covered by collective bargaining agreements, and management believes that Samson provides a sound employee relations environment. For information regarding the executive officers of the General Partner, see "Item 10. Directors and Executive Officers of the General Partner."
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].
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.
Competition and Marketing
The Partnerships' revenues, net income or loss, cash flows, carrying value of oil and gas properties, and amount of oil and gas which can be economically produced depend substantially upon the prevailing prices for oil and gas. Oil and gas prices (and consequently the Partnerships' profitability) depend on a number of factors which are beyond the control of the Partnerships. These factors include worldwide political instability and terrorist activities (especially in oil-producing regions), United Nations export embargoes, the supply and price of foreign imports of oil and gas, the level of consumer product demand (which can be heavily influenced by weather patterns), the level of domestic oil and gas production, government regulations and taxes, the price and availability of alternative fuels, the overall economic environment, and the availability and capacity of transportation and processing facilities. The effect of these factors on future oil and gas industry trends cannot be accurately predicted or anticipated. In addition, the domestic oil and gas industry is highly competitive, with a large number of companies and individuals engaged in the exploration and development of oil and gas properties. Predicting future prices is not possible. Concerning past trends, oil and gas prices in the United States have been highly volatile for many years.
Over the past ten years average yearly wellhead gas prices have generally been in the $1.50 to $2.50 per Mcf range. Due to unusual supply and demand circumstances gas prices in late 2000 and early 2001 rose to a level not seen since the early 1980s. Recent economic trends and the supply/demand ratio have caused natural gas prices to decline significantly. Substantially all of the Partnerships' gas reserves are being sold on the "spot market." Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Spot prices for the Partnerships' gas decreased from approximately $6.03 per Mcf at December 31, 2000 to approximately $2.65 per Mcf at December 31, 2001. Such prices were on an MMBTU basis and differ from the prices actually received by the Partnerships due to transportation and marketing costs, BTU adjustments, and regional price and quality differences.
For the past ten years, average oil prices have generally been in the $16.00 to $24.00 per barrel range, but have been extremely volatile over the past three years. Due to global consumption and supply trends as well as a slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached historically low levels, dropping to as low as approximately $9.25 per barrel. The current oil price range between the mid teens and low twenties is somewhat dependent on production curtailment agreements among major oil producing nations. Prices for the Partnerships' oil decreased from approximately $27.52 per barrel at December 31, 2000 to approximately $16.75 per barrel at December 31, 2001.
Future prices for both oil and gas will likely be different from the prices in effect on December 31, 2001. Due to the many factors and uncertainties discussed above, it is impossible to accurately predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
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, 2001:
Partnership Customer Percentage ----------- ------------------------ ----------
P-1 El Paso Energy Marketing Company ("El Paso") 22.7% ONEOK Gas Marketing Company ("ONEOK") 12.0%
P-2 El Paso 22.4% ONEOK 10.3%
P-3 El Paso 22.3% ONEOK 10.1%
P-4 Phibro Energy, Inc. 26.9% Valero Industrial Gas LP 24.2% El Paso 20.2% Conoco, Inc. 11.0%
P-5 El Paso 80.7%
P-6 El Paso 44.1% Tejas Gas Marketing Company 15.1%
In the event of interruption of purchases by one or more of these significant customers or the cessation or material change in availability of open access transportation by pipeline transporters, the Partnerships may encounter difficulty in marketing gas and in maintaining historic sales levels. Management does not expect any of its open access transporters to seek authorization to terminate their transportation services. Even if the services were terminated, management believes that alternatives would be available whereby the Partnerships would be able to continue to market their gas.
The Partnerships' principal customers for crude oil production are refiners and other companies which have pipeline facilities near the producing properties in which the Partnerships own Net Profits Interests. In the event pipeline facilities are not conveniently available to production areas, crude oil is usually trucked by purchasers to storage facilities.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is subject to extensive federal and state laws and regulations governing a wide variety of matters, including the drilling and spacing of wells, allowable rates of production, prevention of waste and pollution, and protection of the
environment. In addition to the direct costs borne in complying with such regulations, operations and revenues may be impacted to the extent that certain regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude oil and condensate are made at market prices and are not subject to price controls. The sale of gas may be subject to both federal and state laws and regulations. The provisions of these laws and regulations are complex and affect all who produce, resell, transport, or purchase gas. Although virtually all of the natural gas production affecting the Partnerships is not subject to price regulation, other regulations affect the availability of gas transportation services and the ability of gas consumers to continue to purchase or use gas at current levels. Accordingly, such regulations may have a material effect on the Partnerships' Net Profits and projections of future Net Profits.
Future Legislation -- Legislation affecting the oil and gas industry is under constant review for amendment or expansion. Because such laws and regulations are frequently amended or reinterpreted, management is unable to predict what additional energy legislation may be proposed or enacted or the future cost and impact of complying with existing or future regulations.
Regulation of the Environment - Oil and gas operations are subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Compliance with such laws and regulations, together with any penalties resulting from noncompliance, may decrease the Partnerships' Net Profits. Management anticipates that various local, state, and federal environmental control agencies will have an increasing impact on oil and gas operations.
Insurance Coverage
Exploration for and production of oil and gas are subject to many inherent risks, including blowouts, pollution, fires, and other casualties. The Partnerships maintain insurance coverage as is customary for entities of a similar size engaged in similar operations, but losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. In particular, many types of pollution and contamination can exist, undiscovered, for long periods of time and can result in substantial environmental liabilities which are not insured. The occurrence of an event which is not fully covered by insurance could have a material adverse effect on the Partnerships' financial condition and results of operations in that it could negatively impact the cash flow received from the Net Profits Interests.
ITEM 2.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells in which the Partnerships had a Net Profits Interest as of December 31, 2001.
P/ship Number of Wells(1) ------ ----------------------------- Total Oil Gas ----- ----- -----
P-1 833 657 176 P-2 875 678 197 P-3 875 678 197 P-4 169 79 90 P-5 68 20 48 P-6 114 32 82
- --------------- (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 2001 the Partnerships indirectly participated (through their Net Profits Interests) in the developmental drilling activities described below.
Revenue P/ship Well Name County St. Interest Type Status - ------ ------------ ---------- --- -------- ---- ---------
P-1 Daberry No.7-1 Wheeler TX .00199 Gas Producing Bryant No. 4-44 Wheeler TX .00225 Gas Producing Jackson Unit No. 8 Lea NM .00046 Gas Producing Chilton B No. 1-23 Gaines TX .00047 Gas Shut-in Kay Estes No. 6 Edwards TX .00456 Gas Producing
P-2 Daberry No.7-1 Wheeler TX .00136 Gas Producing Bryant No. 4-44 Wheeler TX .00154 Gas Producing
Jackson Unit No. 8 Lea NM .00032 Gas Producing Chilton B No. 1-23 Gaines TX .00032 Gas Shut-in Kay Estes No. 6 Edwards TX .00312 Gas Producing
P-3 Daberry No.7-1 Wheeler TX .00250 Gas Producing Bryant No. 4-44 Wheeler TX .00284 Gas Producing Jackson Unit No. 8 Lea NM .00058 Gas Producing Chilton B No. 1-23 Gaines TX .00059 Gas Shut-in Kay Estes No. 6 Edwards TX .00575 Gas Producing
P-4 Plumbtree No. 5-7 Washita OK .00023 Gas Producing Clayton No. 8-9 Washita OK .00165 Gas Producing Martinez, DS No. 7 Webb TX .00351 Gas Producing
P-5 Green No. 4-1A Washita OK .00074 Gas Producing Newton Smith No. 3-16 Pittsburg OK .00156 Gas Producing
P-6 Green No. 4-1A Washita OK .00025 Gas Producing Newton Smith No. 3-16 Pittsburg OK .00053 Gas Producing
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, ---------------------------------------- 2001 2000 1999 ---------- ---------- ----------
Production: Oil (Bbls) 23,073 17,814 24,737 Gas (Mcf) 290,969 304,477 357,439
Oil and gas sales(1): Oil $ 558,898 $ 497,691 $ 412,946 Gas 1,052,513 1,011,219 665,565 --------- --------- --------- Total $1,611,411 $1,508,910 $1,078,511 ========= ========= ========= Average sales price: Per barrel of oil $24.22 $27.94 $16.69 Per Mcf of gas 3.62 3.32 1.86
- ---------- (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 $315,902, $258,325, and $275,972, respectively, of production expenses incurred by the Affiliated Programs.
Net Production Data
P-2 Partnership ---------------
Year Ended December 31, ---------------------------------------- 2001 2000 1999 ---------- ---------- ----------
Production: Oil (Bbls) 16,105 12,518 17,583 Gas (Mcf) 239,585 246,666 289,443
Oil and gas sales(1): Oil $ 390,553 $ 349,787 $ 293,110 Gas 883,601 838,464 556,043 --------- ------- ------- Total $1,274,154 $1,188,251 $ 849,153 ========= ========= ======= Average sales price: Per barrel of oil $24.25 $27.94 $16.67 Per Mcf of gas 3.69 3.40 1.92
- ---------- (1) These amounts differ from the Net Profits included in the P-2 Partnership's financial statements because they do not reflect the offset of $261,858, $214,517, and $230,263, respectively, of production expenses incurred by the Affiliated Programs.
Net Production Data
P-3 Partnership ---------------
Year Ended December 31, ---------------------------------------- 2001 2000 1999 ---------- ---------- ----------
Production: Oil (Bbls) 29,759 23,146 32,552 Gas (Mcf) 447,621 460,861 543,312
Oil and gas sales(1): Oil $ 721,740 $ 646,749 $ 542,233 Gas 1,653,444 1,566,811 1,044,195 --------- --------- --------- Total $2,375,184 $2,213,560 $1,586,428 ========= ========= ========= Average sales price: Per barrel of oil $24.25 $27.94 $16.66 Per Mcf of gas 3.69 3.40 1.92
- ---------- (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 $488,607, $402,262, and $430,614, respectively, of production expenses incurred by the Affiliated Programs.
Net Production Data
P-4 Partnership ---------------
Year Ended December 31, ---------------------------------------- 2001 2000 1999 ---------- ---------- ----------
Production: Oil (Bbls) 38,934 23,482 17,505 Gas (Mcf) 388,416 339,221 338,882
Oil and gas sales(1): Oil $ 960,023 $ 684,104 $ 295,745 Gas 1,669,588 1,331,225 746,206 --------- --------- --------- Total $2,629,611 $2,015,329 $1,041,951 ========= ========= ========= Average sales price: Per barrel of oil $24.66 $29.13 $16.89 Per Mcf of gas 4.30 3.92 2.20
- ---------- (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 $487,414, $419,053, and $295,097, respectively, of production expenses incurred by the Affiliated Programs.
Net Production Data
P-5 Partnership ---------------
Year Ended December 31, ---------------------------------------- 2001 2000 1999 ---------- ---------- ----------
Production: Oil (Bbls) 4,781 5,827 6,858 Gas (Mcf) 438,194 495,141 464,917
Oil and gas sales(1): Oil $ 122,654 $ 170,821 $ 117,808 Gas 1,925,638 1,741,689 922,397 --------- --------- --------- Total $2,048,292 $1,912,510 $1,040,205 ========= ========= ========= Average sales price: Per barrel of oil $25.65 $29.32 $17.18 Per Mcf of gas 4.39 3.52 1.98
- ---------- (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 $405,549, $478,767, and $183,763, respectively, of production expenses incurred by the Affiliated Programs.
Net Production Data
P-6 Partnership ---------------
Year Ended December 31, ---------------------------------------- 2001 2000 1999 ---------- ---------- ----------
Production: Oil (Bbls) 13,190 14,022 17,227 Gas (Mcf) 678,969 809,428 909,561
Oil and gas sales(1): Oil $ 330,103 $ 394,656 $ 280,628 Gas 2,687,675 2,934,211 1,765,886 --------- --------- --------- Total $3,017,778 $3,328,867 $2,046,514 ========= ========= ========= Average sales price: Per barrel of oil $25.03 $28.15 $16.29 Per Mcf of gas 3.96 3.63 1.94
- ---------- (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 $735,303, $860,708, and $705,730, respectively, of production expenses incurred by the Affiliated Programs.
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, 2001 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, 2001. 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, 2001 were substantially lower than the very high prices in effect on December 31, 2000. This decrease 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, 2001 to be significantly lower than such estimates and values at December 31, 2000. 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, 2001. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at December 31, 2001 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.
Proved Reserves and Net Present Values From Proved Reserves
As of December 31, 2001(1)
P-1 Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 1,787,352 Oil and liquids (Bbls) 151,869
Net present value (discounted at 10% per annum) $ 2,988,852
P-2 Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 1,556,980 Oil and liquids (Bbls) 110,986
Net present value (discounted at 10% per annum) $ 2,393,379
P-3 Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 2,921,349 Oil and liquids (Bbls) 205,619
Net present value (discounted at 10% per annum) $ 4,466,366
P-4 Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 2,083,182 Oil and liquids (Bbls) 90,296
Net present value (discounted at 10% per annum) $ 3,682,088
P-5 Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 2,340,665 Oil and liquids (Bbls) 29,903
Net present value (discounted at 10% per annum) $ 2,670,671
P-6 Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 3,954,081 Oil and liquids (Bbls) 93,698
Net present value (discounted at 10% per annum) $4,578,737
- --------- (1) Includes certain gas balancing adjustments which cause the gas volumes and net present values to differ from the reserve reports 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, 2001:
Operated Wells ----------------------------- Partnership Number Percent ----------- ------ ------- P-1 27 1% P-2 48 2% P-3 48 2% P-4 20 9% P-5 76 28% P-6 108 34%
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.
Significant Properties as of December 31, 2001 ----------------------------------------------
Wells Operated by Affiliates Oil Gas Total ----------- Reserves Reserves Present Basin Wells Number %(1) (Bbl) (Mcf) Value - ----------- ----- ------ ---- -------- -------- ---------- P-1 P/ship: Permian 2298 2 - 144,864 835,373 $1,840,749 Anadarko 62 21 34% 2,366 919,654 1,102,621
P-2 P/ship: Permian 2298 2 - 99,037 574,207 $1,262,824 Anadarko 62 21 34% 1,882 747,707 881,163
P-3 P/ship: Permian 2298 2 - 182,603 1,060,868 $2,332,521 Anadarko 62 21 34% 3,505 1,392,650 1,640,984
P-4 P/ship: Gulf Coast 90 5 6% 85,784 1,014,728 $2,522,086 Anadarko 42 13 31% 2,123 853,319 974,197
P-5 P/ship: Anadarko 88 24 27% 4,818 1,601,420 $1,856,887 South. Ok. Folded Belt 19 - - 20,053 462,916 571,253
P-6 P/ship: Anadarko 88 24 27% 3,301 1,582,299 $1,834,661 East Texas 4 3 75% 2,429 1,022,153 1,127,288 Gulf Coast 12 1 8% 6,882 610,210 774,091 South. Ok. Folded Belt 32 13 41% 71,947 249,355 487,384 - ------------------------------- (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 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.
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.
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 2001.
PART II.
ITEM 5.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of February 1, 2002, 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-1 108,074 762 P-2 90,094 575 P-3 169,637 1,293 P-4 126,306 878 P-5 118,449 949 P-6 143,041 726
Units were initially sold for a price of $100. The Units are not traded on any exchange and there is no public trading market for them. The General Partner is aware of certain transfers of Units between unrelated parties, some of which are facilitated by secondary trading firms and matching services. In addition, as further described below, the General Partner is aware of certain "4.9% tender offers" which have been made for the Units. The General Partner believes that the transfers between unrelated parties have been limited and sporadic in number and volume. Other than trades facilitated by certain secondary trading firms and matching services, no organized trading market for Units
exists and none is expected to develop. Due to the nature of these transactions, the General Partner has no verifiable information regarding prices at which Units have been transferred. Further, a transferee may not become a substitute Limited Partner without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner is obligated to annually issue a repurchase offer based on the estimated future net revenues from the Partnerships' reserves and is calculated pursuant to the terms of the Partnership Agreements. Such repurchase offer is recalculated monthly in order to reflect cash distributions to the Limited Partners and extraordinary events. The following table sets forth the General Partner's repurchase offer per Unit as of the periods indicated. For purposes of this Annual Report, a Unit represents an initial subscription of $100 to a Partnership.
Repurchase Offer Prices -----------------------
2000 2001 2002 ------------------------- ------------------------- ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
P-1 $17 $15 $22 $19 $17 $13 $23 $21 $20 P-2 17 15 21 19 16 13 23 21 20 P-3 17 15 21 19 17 14 23 21 19 P-4 12 11 16 14 10 6 22 19 16 P-5 10 8 17 14 11 4 17 14 13 P-6 15 13 24 20 15 8 26 23 21
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.
The following is a summary of cash distributions paid to the Limited Partners during 2000 and 2001 and the first quarter of 2002:
Cash Distributions ------------------
----------------------------------------------- 1st 2nd 3rd 4th P/ship Quarter Quarter Quarter Quarter ------ ------- ------- ------- ------- P-1 $1.67 $1.80 $1.91 $2.54 P-2 1.51 1.63 1.71 2.41 P-3 1.51 1.70 1.77 2.38 P-4 1.09 1.37 1.57 2.57 P-5 1.53 1.49 1.96 2.66 P-6 2.34 2.13 2.53 4.17
2001 2002 ----------------------------------------------- ------- 1st 2nd 3rd 4th 1st P/ship Quarter Quarter Quarter Quarter Quarter ------ ------- ------- ------- ------- ------- P-1 $2.60 $3.41 $3.57 $2.02 $1.64 P-2 2.44 3.03 3.32 1.93 1.52 P-3 2.42 3.06 3.29 2.06 1.52 P-4 3.35 4.65 3.49 3.22 3.20 P-5 3.60 6.37 4.38 2.50 1.16 P-6 4.79 6.76 5.11 3.57 1.23
ITEM 6.
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."
ITEM 7.
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 Partnerships' revenues, net income or loss, cash flows, carrying value of oil and gas properties, and amount of oil and gas which can be economically produced depend substantially upon the prevailing prices for oil and gas. Oil and gas prices (and consequently the Partnerships' profitability) depend on a number of factors which are beyond the control of the Partnerships. These factors include worldwide political instability and terrorist activities (especially in oil-producing regions), United Nations export embargoes, the supply and price of foreign imports of oil and gas, the level of consumer product demand (which can be heavily influenced by weather patterns), the level of domestic oil and gas production, government regulations and taxes, the price and availability of alternative fuels, the overall economic environment, and the availability and capacity
of transportation and processing facilities. The effect of these factors on future oil and gas industry trends cannot be accurately predicted or anticipated. In addition, the domestic oil and gas industry is highly competitive, with a large number of companies and individuals engaged in the exploration and development of oil and gas properties. Predicting future prices is not possible. Concerning past trends, oil and gas prices in the United States have been highly volatile for many years.
Over the past ten years average yearly wellhead gas prices have generally been in the $1.50 to $2.50 per Mcf range. Due to unusual supply and demand circumstances gas prices in late 2000 and early 2001 rose to a level not seen since the early 1980s. Recent economic trends and the supply/demand ratio have caused natural gas prices to decline significantly. Substantially all of the Partnerships' gas reserves are being sold on the "spot market." Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Spot prices for the Partnerships' gas decreased from approximately $6.03 per Mcf at December 31, 2000 to approximately $2.65 per Mcf at December 31, 2001. Such prices were on an MMBTU basis and differ from the prices actually received by the Partnerships due to transportation and marketing costs, BTU adjustments, and regional price and quality differences.
For the past ten years, average oil prices have generally been in the $16.00 to $24.00 per barrel range, but have been extremely volatile over the past three years. Due to global consumption and supply trends as well as a slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached historically low levels, dropping to as low as approximately $9.25 per barrel. The current oil price range between the mid teens and low twenties is somewhat dependent on production curtailment agreements among major oil producing nations. Prices for the Partnerships' oil decreased from approximately $27.52 per barrel at December 31, 2000 to approximately $16.75 per barrel at December 31, 2001.
Future prices for both oil and gas will likely be different from the prices in effect on December 31, 2001. Due to the many factors and uncertainties discussed above, it is impossible to accurately predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
As discussed in the "Results of Operations" section below, volumes of oil and gas sold also significantly affect the Partnerships' revenues. Oil and gas wells generally produce the most oil or gas in the earlier years of their lives and, as production continues, the rate of production naturally declines. At some point, production physically ceases or becomes no longer economic. The Partnerships are not acquiring additional Net
Profits Interests, and the existing Net Profits Interests are not experiencing significant additional production through drilling or other capital projects. Therefore, volumes of oil and gas produced from the properties underlying the Partnerships' Net Profits Interests naturally decline from year to year. While it is difficult for management to predict future production from these properties, it is likely that this general trend of declining production will continue.
Despite this general trend of declining production, several factors can cause the volumes of oil and gas sold to increase or decrease at an even greater rate over a given period. These factors include, but are not limited to, (i) geophysical conditions which cause an acceleration of the decline in production, (ii) the shutting in of wells (or the opening of previously shut-in wells) due to low oil and gas prices, mechanical difficulties, loss of a market or transportation, or performance of workovers, recompletions, or other operations in the well, (iii) prior period volume adjustments (either positive or negative) made by the operator or 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 Net Profits Interests owned by the Partnerships, these factors are generally not material as compared to the normal decline in production experienced on all remaining wells in which a Net Profits Interest is owned.
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, 2001 as compared to the year ended December 31, 2000 and for the year ended December 31, 2000 as compared to the year ended December 31, 1999.
P-1 Partnership ---------------
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total Net Profits increased $44,924 (3.6%) in 2001 as compared to 2000. Of this increase, approximately (i) $147,000 was related to an increase in volumes of oil sold and (ii) $86,000 was related to an increase in the average price of gas sold. These increases were partially offset by decreases of approximately (i) $86,000 related to a decrease in the average price of oil sold, (ii) $57,000 related to an increase in production expenses, and (iii) $45,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 5,259 barrels, while volumes of gas sold decreased 13,508 Mcf in 2001 as compared to 2000. The increase in volumes of oil sold was primarily due to an increase in production on one significant well due to the successful workover of that well during early 2001. The increase in production expenses was primarily due to (i) workover expenses incurred on several wells during 2001 and (ii) an increase in production taxes associated with the increase in oil and gas sales. Average oil prices decreased to $24.22 per barrel in 2001 from $27.94 per barrel in 2000. Average gas prices increased to $3.62 per Mcf in 2001 from $3.32 per Mcf in 2000.
Depletion of Net Profits Interests increased $40,700 (31.8%) in 2001 as compared to 2000. This increase was primarily due to several wells being fully depleted in 2001 due to the lack of remaining economically recoverable reserves. This increase was partially offset by upward revisions in the estimates of remaining gas reserves at December 31, 2001. As a percentage of Net Profits, this expense increased to 13.0% in 2001 from 10.2% in 2000. This percentage increase was primarily due to the dollar increase in Depletion of Net Profits Interests.
General and administrative expenses increased $9,442 (7.3%) in 2001 as compared to 2000. As a percentage of Net Profits, these expenses increased to 10.7% in 2001 from 10.4% in 2000.
Cumulative cash distributions to the Limited Partners through December 31, 2001 were $14,057,558 or 130.07% of the Limited Partners' capital contributions.
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total Net Profits increased $448,046 (55.8%) in 2000 as compared to 1999. Of this increase, approximately $200,000 and $444,000, respectively, were related to increases in the average
prices of oil and gas sold. These increases were partially offset by decreases of approximately $116,000 and $99,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 6,923 barrels and 52,962 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during 1999. The decrease in volumes of gas sold was primarily due to (i) the P-1 Partnership's receipt of a decreased percentage of sales during 2000 due to gas balancing on two significant wells and (ii) normal declines in production. Average oil and gas prices increased to $27.94 per barrel and $3.32 per Mcf, respectively, in 2000 from $16.69 per barrel and $1.86 per Mcf, respectively, in 1999.
Depletion of Net Profits Interests decreased $43,430 (25.3%) in 2000 as compared to 1999. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2000. As a percentage of Net Profits, this expense decreased to 10.2% in 2000 from 21.3% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,286 (1.8%) in 2000 as compared to 1999. As a percentage of Net Profits, these expenses decreased to 10.4% in 2000 from 15.9% in 1999. This percentage decrease was primarily due to the increase in Net Profits.
P-2 Partnership ---------------
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total Net Profits increased $38,562 (4.0%) in 2001 as compared to 2000. Of this increase, approximately (i) $100,000 was related to an increase in volumes of oil sold and (ii) $69,000 was related to an increase in the average price of gas sold. These increases were partially offset by decreases of approximately (i) $59,000 related to a decrease in the average price of oil sold, (ii) $47,000 related to an increase in production expenses, and (iii) $24,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 3,587 barrels, while volumes of gas sold decreased 7,081 Mcf in 2001 as compared to 2000. The increase in volumes of oil sold was primarily due to an increase in production on one significant well due to the successful workover of that well during early 2001. The increase in production expenses was primarily due to (i) workover expenses incurred on several wells during 2001 and (ii) an increase in production taxes associated with the increase
in oil and gas sales. Average oil prices decreased to $24.25 per barrel in 2001 from $27.94 per barrel in 2000. Average gas prices increased to $3.69 per Mcf in 2001 from $3.40 per Mcf in 2000.
Depletion of Net Profits Interests increased $43,177 (41.9%) in 2001 as compared to 2000. This increase was primarily due to several wells being fully depleted in 2001 due to the lack of remaining economically recoverable reserves. This increase was partially offset by upward revisions in the estimates of remaining gas reserves at December 31, 2001. As a percentage of Net Profits, this expense increased to 14.5% in 2001 from 10.6% in 2000. This percentage increase was primarily due to the dollar increase in Depletion of Net Profits Interests.
General and administrative expenses increased $10,963 (10.1%) in 2001 as compared to 2000. This increase was primarily due to a change in allocation of audit fees among the P-2 Partnership and other affiliated partnerships. As a percentage of Net Profits, these expenses increased to 11.8% in 2001 from 11.1% in 2000.
Cumulative cash distributions to the Limited Partners through December 31, 2001 were $10,724,561 or 119.04% of the Limited Partners' capital contributions.
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total Net Profits increased $354,844 (57.3%) in 2000 as compared to 1999. Of this increase, approximately $141,000 and $365,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $84,000 and $82,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 5,065 barrels and 42,777 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during 1999. The decrease in volumes of gas sold was primarily due to (i) the P-2 Partnership's receipt of a decreased percentage of sales during 2000 due to gas balancing on two significant wells and (ii) normal declines in production. Average oil and gas prices increased to $27.94 per barrel and $3.40 per Mcf, respectively, in 2000 from $16.67 per barrel and $1.92 per Mcf, respectively, in 1999.
Depletion of Net Profits Interests decreased $49,048 (32.2%) in 2000 as compared to 1999. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at
December 31, 2000. As a percentage of Net Profits, this expense decreased to 10.6% in 2000 from 24.6% in 1999. This percentage decrease was primarily due the increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,206 (2.1%) in 2000 as compared to 1999. As a percentage of Net Profits, these expenses decreased to 11.1% in 2000 from 17.2% in 1999. This percentage decrease was primarily due to the increase in Net Profits.
P-3 Partnership ---------------
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total Net Profits increased $75,279 (4.2%) in 2001 as compared to 2000. Of this increase, approximately (i) $185,000 was related to an increase in volumes of oil sold and (ii) $131,000 was related to an increase in the average price of gas sold. These increases were partially offset by decreases of approximately (i) $110,000 related to a decrease in the average price of oil sold, (ii) $86,000 related to an increase in production expenses, and (iii) $45,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 6,613 barrels, while volumes of gas sold decreased 13,240 Mcf in 2001 as compared to 2000. The increase in volumes of oil sold was primarily due to an increase in production on one significant well due to the successful workover of that well during early 2001. The increase in production expenses was primarily due to (i) workover expenses incurred on several wells during 2001 and (ii) an increase in production taxes associated with the increase in oil and gas sales. Average oil prices decreased to $24.25 per barrel in 2001 from $27.94 per barrel in 2000. Average gas prices increased to $3.69 per Mcf in 2001 from $3.40 per Mcf in 2000.
Depletion of Net Profits Interests increased $80,729 (42.1%) in 2001 as compared to 2000. This increase was primarily due to several wells being fully depleted in 2001 due to the lack of remaining economically recoverable reserves. This increase was partially offset by upward revisions in the estimates of remaining gas reserves at December 31, 2001. As a percentage of Net Profits, this expense increased to 14.4% in 2001 from 10.6% in 2000. This percentage increase was primarily due to the dollar increase in Depletion of Net Profits Interests.
General and administrative expenses increased $4,551 (2.3%) in 2001 as compared to 2000. As a percentage of Net Profits, these expenses decreased to 11.0% in 2001 from 11.2% in 2000.
Cumulative cash distributions to the Limited Partners through December 31, 2001 were $19,552,401 or 115.26% of the Limited Partners' capital contributions.
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total Net Profits increased $655,484 (56.7%) in 2000 as compared to 1999. Of this increase, approximately $261,000 and $681,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $157,000 and $158,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 9,406 barrels and 82,451 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during 1999. The decrease in volumes of gas sold was primarily due to (i) the P-3 Partnership's receipt of a decreased percentage of sales during 2000 due to gas balancing on two significant wells and (ii) normal declines in production. Average oil and gas prices increased to $27.94 per barrel and $3.40 per Mcf, respectively, in 2000 from $16.66 per barrel and $1.92 per Mcf, respectively, in 1999.
Depletion of Net Profits Interests decreased $92,018 (32.4%) in 2000 as compared to 1999. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2000. As a percentage of Net Profits, this expense decreased to 10.6% in 2000 from 24.6% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,376 (1.2%) in 2000 as compared to 1999. As a percentage of Net Profits, these expenses decreased to 11.2% in 2000 from 17.3% in 1999. This percentage decrease was primarily due to the increase in Net Profits.
Cumulative cash distributions to the Limited Partners through December 31, 2000 were $17,715,401 or 104.43% of the Limited Partners' capital contributions.
P-4 Partnership ---------------
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total Net Profits increased $545,921 (34.2%) in 2001 as compared to 2000. Of this increase, approximately (i) $450,000 and $193,000, respectively, were related to increases in volumes of oil and gas sold and (ii) $145,000 was related to an increase in the average price of gas sold. These increases were partially offset by decreases of approximately (i) $174,000 related to a decrease in the average price of oil sold and (ii) $68,000 related to an increase in production expenses. Volumes of oil and gas sold increased 15,452 barrels and 49,195 Mcf, respectively, in 2001 as compared to 2000. The increase in volumes of oil sold was primarily due to increased production on several wells due to the successful recompletion of those wells during 2001. The increase in volumes of gas sold was primarily due to (i) the successful completion of a new well during mid 2000 and (ii) increased production on several wells due to the successful recompletion of those wells during 2001. These increases were partially offset by normal declines in production. The increase in production expenses was primarily due to (i) an increase in lease operating expenses associated with the increases in volumes of oil and gas sold and (ii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by workover expenses incurred on several wells during 2000. Average oil prices decreased to $24.66 per barrel in 2001 from $29.13 per barrel in 2000. Average gas prices increased to $4.30 per Mcf in 2001 from $3.92 per Mcf in 2000.
Depletion of Net Profits Interests increased $115,496 (87.6%) in 2001 as compared to 2000. This increase was primarily due to (i) two significant wells being fully depleted in 2001 due to the lack of remaining economically recoverable reserves, (ii) the increases in volumes of oil and gas sold, and (iii) two other significant wells being substantially depleted in 2001. These increases were partially offset by upward revisions in the estimates of remaining oil reserves at December 31, 2001. As a percentage of Net Profits, this expense increased to 11.5% in 2001 from 8.3% in 2000. This percentage increase was primarily due to the dollar increase in Depletion of Net Profits Interests.
General and administrative expenses increased $5,312 (3.5%) in 2001 as compared to 2000. As a percentage of Net Profits, these expenses decreased to 7.3% in 2001 from 9.5% in 2000. This percentage decrease was primarily due to the increase in Net Profits.
Cumulative cash distributions to the Limited Partners through December 31, 2001 were $15,326,945 or 121.35% of the Limited Partners' capital contributions.
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total Net Profits increased $849,422 (113.7%) in 2000 as compared to 1999. Of this increase, approximately $287,000 and $584,000, respectively, were related to increases in the average prices of oil and gas sold and approximately $101,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $124,000 related to an increase in production expenses. Volumes of oil and gas sold increased 5,977 barrels and 339 Mcf, respectively, in 2000 as compared to 1999. The increase in volumes of oil sold was primarily due to increased production on two wells following successful workovers completed during late 1999. 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 three significant wells during 2000 in order to improve the recovery of reserves. Average oil and gas prices increased to $29.13 per barrel and $3.92 per Mcf, respectively, in 2000 from $16.89 per barrel and $2.20 per Mcf, respectively, in 1999.
Depletion of Net Profits Interests decreased $68,092 (34.0%) in 2000 as compared to 1999. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at December 31, 2000. As a percentage of Net Profits, this expense decreased to 8.3% in 2000 from 26.8% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,717 (1.8%) in 2000 as compared to 1999. As a percentage of Net Profits, these expenses decreased to 9.5% in 2000 from 19.9% in 1999. This percentage decrease was primarily due to the increase in Net Profits.
P-5 Partnership ---------------
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total Net Profits increased $209,000 (14.6%) in 2001 as compared to 2000. Of this increase, approximately (i) $384,000 was related to an increase in the average price of gas sold and (ii) $73,000 was related to a decrease in production expenses. These increases were partially offset by decreases of approximately $31,000 and $200,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,046 barrels and 56,947 Mcf, respectively, in 2001 as compared to 2000. The decrease in volumes of oil sold was primarily due to normal declines in production. The decrease
in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment on one significant well during 2000. These decreases were partially offset by an increase in production on one significant well due to the successful recompletion of that well during 2000. The decrease in production expenses was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) workover expenses incurred on one significant well during 2000 and (iii) negative prior period lease operating expense adjustments made by the operator on two significant wells during 2000. These decreases were partially offset by an increase in production taxes associated with the increase in oil and gas sales. Average oil prices decreased to $25.65 per barrel in 2001 from $29.32 per barrel in 2000. Average gas prices increased to $4.39 per Mcf in 2001 from $3.52 per Mcf in 2000.
Depletion of Net Profits Interests increased $15,898 (14.3%) in 2001 as compared to 2000. This increase was primarily due to one significant well being fully depleted in 2001 due to the lack of remaining economically recoverable reserves. This increase was partially offset by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2001. As a percentage of Net Profits, this expense decreased to 7.7% in 2001 from 7.8% in 2000.
General and administrative expenses increased $5,930 (4.2%) in 2001 as compared to 2000. As a percentage of Net Profits, these expenses decreased to 9.0% in 2001 from 9.9% in 2000.
Cumulative cash distributions to the Limited Partners through December 31, 2001 were $10,878,759 or 91.84% of the Limited Partners' capital contributions.
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total Net Profits increased $577,301 (67.4%) in 2000 as compared to 1999. Of this increase, approximately $71,000 and $759,000, respectively, were related to increases in the average prices of oil and gas sold and approximately $60,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of approximately $295,000 related to an increase in production expenses. Volumes of oil sold decreased 1,031 barrels, while volumes of gas sold increased 30,224 Mcf in 2000 as compared to 1999. The decrease in volumes of oil sold was primarily due to normal declines in production. The increase in production expenses was primarily due to (i) a positive prior period lease operating expense adjustment made by the operator on one significant well during 2000, (ii) a negative prior period lease operating expense adjustment on one
significant well during 1999, and (iii) an increase in production taxes associated with the increase in oil and gas sales. Average oil and gas prices increased to $29.32 per barrel and $3.52 per Mcf, respectively, in 2000 from $17.18 per barrel and $1.98 per Mcf, respectively, in 1999.
Depletion of Net Profits Interests decreased $58,334 (34.4%) in 2000 as compared to 1999. This decrease was primarily due to upward revisions in the estimates of remaining gas reserves at December 31, 2000. As a percentage of Net Profits, this expense decreased to 7.8% in 2000 from 19.8% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,479 (1.8%) in 2000 as compared to 1999. As a percentage of Net Profits, these expenses decreased to 9.9% in 2000 from 16.3% in 1999. This percentage decrease was primarily due to the increase in Net Profits.
P-6 Partnership ---------------
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 --------------------------------------
Total Net Profits decreased $185,684 (7.5%) in 2001 as compared to 2000. Of this decrease, approximately $23,000 and $473,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $41,000 was related to a decrease in the average price of oil sold. These decreases were partially offset by increases of approximately $226,000 related to an increase in the average price of gas sold and $125,000 related to a decrease in production expenses. Volumes of oil and gas sold decreased 832 barrels and 130,459 Mcf, respectively, during 2001 as compared to 2000. The decrease in volumes of gas sold was primarily due to (i) the P-6 Partnership receiving a reduced percentage of sales on one significant well during 2001 as compared to 2000 due to gas balancing and (ii) normal declines in production. As of the date of this Annual Report, management expects the gas balancing adjustment to continue for the foreseeable future, thereby continuing to contribute to a decrease in volumes of gas produced for the P-6 Partnership. The decrease in production expenses was primarily due to (i) a negative prior period lease operating expense adjustment made by the operator on one significant well during 2001 and (ii) a positive prior period lease operating expense adjustment made by the operator on another significant well during 2000. Average oil prices decreased to $25.03 per barrel in 2001 from $28.15 per barrel in 2000. Average gas prices increased to $3.96 per Mcf in 2001 from $3.63 per Mcf in 2000.
Depletion of Net Profits Interests decreased $114,343 (34.2%) in 2001 as compared to 2000. This decrease was primarily due to (i) two significant wells being fully depleted in 2000 due to the lack of remaining economically recoverable reserves and (ii) upward revisions in the estimates of remaining gas reserves at December 31, 2001. As a percentage of Net Profits, this expense decreased to 9.6% in 2001 from 13.5% in 2000. This percentage decrease was primarily due to the dollar decrease in Depletion of Net Profits Interests.
General and administrative expenses increased $3,911 (2.3%) in 2001 as compared to 2000. As a percentage of Net Profits, these expenses increased to 7.7% in 2001 from 6.9% in 2000. This percentage increase was primarily due to the decrease in Net Profits.
Cumulative cash distributions to the Limited Partners through December 31, 2001 were $15,283,248 or 106.85% of the Limited Partners' capital contributions.
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total Net Profits increased $1,127,375 (84.1%) in 2000 as compared to 1999. Of this increase, approximately $166,000 and $1,363,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately (i) $194,000 related to a decrease in volumes of gas sold and (ii) $155,000 related to an increase in production expenses. Volumes of oil and gas sold decreased 3,205 barrels and 100,133 Mcf, respectively, during 2000 as compared to 1999. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) declining oil sales in 2000 on several wells in one field. The decrease in volumes of gas sold was primarily due to normal declines in production. 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) a positive prior period lease operating expense adjustment made by the operator on one significant well during 2000. Average oil and gas prices increased to $28.15 per barrel and $3.63 per Mcf, respectively, in 2000 from $16.29 per barrel and $1.94 per Mcf, respectively, in 1999.
Depletion of Net Profits Interests increased $4,026 (1.2%) in 2000 as compared to 1999. This increase was primarily due to two significant wells being fully depleted in 2000 due to the lack of remaining economically recoverable reserves. This increase was substantially offset by (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2000 and (ii) the decreases in volumes of oil and gas sold. As a percentage of Net Profits, this expense decreased to 13.5% in
2000 from 24.6% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,238 (1.3%) in 2000 as compared to 1999. As a percentage of Net Profits, these expenses decreased to 6.9% in 2000 from 12.6% in 1999. This percentage decrease was primarily due to the increase in Net Profits.
Average Proceeds and Units of Production
The following tables are comparisons of the annual equivalent units of production (one barrel of oil or six Mcf of gas) and the average proceeds received per equivalent unit of production for the oil and gas sales attributable to the Partnerships' Net Profits for the years ended December 31, 2001, 2000, and 1999.
2001 Compared to 2000 ---------------------
Equivalent Units Average Proceeds of Production per Equivalent Unit ----------------------------- -------------------------- P/ship 2001 2000 % Change 2001 2000 % Change ------ ------- ------- -------- ------ ------ --------
P-1 71,568 68,560 4% $18.10 $18.24 ( 1%) P-2 56,036 53,629 4% 18.07 18.16 - P-3 104,363 99,956 4% 18.08 18.12 - P-4 103,670 80,019 30% 20.66 19.95 4% P-5 77,813 88,351 (12%) 21.11 16.23 30% P-6 126,352 148,927 (15%) 18.06 16.57 9%
2000 Compared to 1999 ---------------------
Equivalent Units Average Proceeds of Production per Equivalent Unit ----------------------------- -------------------------- P/ship 2000 1999 % Change 2000 1999 % Change ------ ------- ------- -------- ------ ------ --------
P-1 68,560 84,310 (19%) $18.24 $ 9.52 92% P-2 53,629 65,824 (19%) 18.16 9.40 93% P-3 99,956 123,104 (19%) 18.12 9.39 93% P-4 80,019 73,985 8% 19.95 10.09 98% P-5 88,351 84,344 5% 16.23 10.15 60% P-6 148,927 168,821 (12%) 16.57 7.94 109%
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are distributed to the Limited Partners on a quarterly basis. See "Item 5. Market for Units and Related Limited Partner Matters." The net proceeds from the Net Profits Interests are not reinvested in productive assets. Assuming 2001 production levels for future years, the Partnerships' proved reserve quantities at December 31, 2001 would have the following remaining lives:
Partnership Gas-Years Oil-Years ----------- --------- ---------
P-1 6.1 6.6 P-2 6.5 6.9 P-3 6.5 6.9 P-4 5.3 2.3 P-5 5.3 6.3 P-6 5.8 7.1
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, 2001 may cause a decrease in the estimated life of said reserves.
The Partnerships' available capital from the Limited Partners' subscriptions has been spent on Net Profits Interests and there should be no further material capital resource commitments in the future. The Partnerships have no debt commitments.
The Partnerships sold certain Net Profits Interests during 2001, 2000, and 1999. 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 2001, 2000, and 1999, were as follows:
Partnership 2001 2000 1999 ----------- ------- ------- ------
P-1 $17,521 $63,928 $3,456 P-2 12,788 46,790 3,994 P-3 23,925 86,679 7,398 P-4 3,414 21,922 6,453 P-5 43,097 54,584 - P-6 52,686 25,726 -
The General Partner believes that the sale of these Net Profits Interests will be beneficial to the Partnerships since the properties sold generally had a higher ratio of future operating expenses as compared to reserves than the properties not sold.
There can be no assurance as to the amount of the Partnerships' future cash distributions. The Partnerships' ability to make cash distributions depends primarily upon the level of available cash flow generated by the Partnerships' Net Profits Interests, which will be affected (either positively or negatively) by many factors beyond the control of the Partnerships, including the price of and demand for oil and gas and other market and economic conditions. Even if prices and costs remain stable, the amount of cash available for distributions will decline over time (as the volume of production from producing properties declines) since the Partnerships are not replacing production. The Partnerships' quantity of proved reserves has been reduced by the sale of Net Profits Interests;
therefore, it is possible that the Partnerships' future cash distributions will decline as a result of a reduction of the Partnerships' reserve base.
New Accounting Pronouncements
Below is a brief description of Financial Accounting Standards ("FAS") recently issued by the Financial Accounting Standards Board ("FASB") which may have an impact on the Partnerships' future results of operations and financial position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 will require the recording of the fair value of liabilities associated with the retirement of long-lived assets (mainly plugging and abandonment costs for the Partnerships' depleted wells), in the period in which the liabilities are incurred (at the time the wells are drilled). Management has not yet determined the effect of adopting this statement on the Partnerships' financial condition or results of operations.
In August 2001, the FASB issued FAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is effective for fiscal years beginning after December 15, 2001 (January 1, 2002 for the Partnerships). This statement supersedes FAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions of FAS No. 144, as they relate to the Partnerships, are essentially the same as FAS No. 121 and thus are not expected to have a significant effect on the Partnerships' financial condition or results of operations.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors, including the extent of domestic and foreign production, foreign imports of oil, market demand, domestic and foreign economic conditions in general, and governmental regulations and tax laws. The general level of inflation in the economy did not have a material effect on the operations of the Partnerships in 2001. 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Partnerships do not hold any market risk sensitive instruments.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 14 hereof.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10.
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 49 President and Director
Judy K. Fox 50 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 2001 of reports required under Section 16 of the Securities Exchange Act of 1934.
ITEM 11.
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 2001, 2000, and 1999, 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 2001 2000 1999 ----------- -------- -------- --------
P-1 $113,760 $113,760 $113,760 P-2 94,836 94,836 94,836 P-3 178,560 178,560 178,560 P-4 132,960 132,960 132,960 P-5 124,680 124,680 124,680 P-6 150,564 150,564 150,564
None of the officers or directors of the General Partner receive compensation directly from the Partnerships. The Partnerships reimburse the General Partner or its affiliates for
that portion of such officers' and directors' salaries and expenses attributable to time devoted by such individuals to the Partnerships' activities based on the allocation method described above. The following tables indicate the approximate amount of general and administrative expense reimbursement attributable to the salaries of the directors, officers, and employees of the General Partner and its affiliates during 2001, 2000, and 1999:
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.
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 February 1, 2002 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 24,145 (22.3%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 24,145 (22.3%)
P-2 Partnership: - ---------------
Samson Resources Company 25,068 (27.8%)
Loma Linda University Medical Center P. O. Box 2000 Loma Linda, CA 92354 5,000 ( 5.5%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 25,068 (27.8%)
P-3 Partnership: - ---------------
Samson Resources Company 61,717 (36.4%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 61,717 (36.4%)
P-4 Partnership: - ---------------
Samson Resources Company 28,403 (22.5%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 28,403 (22.5%)
P-5 Partnership: - ---------------
Samson Resources Company 24,192 (20.4%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 24,192 (20.4%)
P-6 Partnership: - ---------------
Samson Resources Company 17,220 (12.0%)
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) 17,220 (12.0%)
ITEM 13.
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 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.
PART IV.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the
Geodyne Institutional/Pension Energy Income P-1 Limited Partnership Geodyne Institutional/Pension Energy Income P-2 Limited Partnership Geodyne Institutional/Pension Energy Income Limited Partnership P-3 Geodyne Institutional/Pension Energy Income Limited Partnership P-4 Geodyne Institutional/Pension Energy Income Limited Partnership P-5 Geodyne Institutional/Pension Energy Income Limited Partnership P-6
as of December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001 are filed as part of this report:
Report of Independent Accountants 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.
*4.2 Amended and Restated Agreement of Limited Partnership dated October 25, 1988 for the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership.
*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.
*4.4 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership.
*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.
*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.
*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.
*4.8 Certificate of Limited Partnership dated September 29, 1988 for the Geodyne Institutional/ Pension Energy Income P-2 Limited Partnership.
*4.9 Amended and Restated Agreement of Limited Partnership dated February 9, 1989 for the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership.
*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 P-2 Limited Partnership.
*4.11 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership.
*4.12 Second Amendment to Amended and Restated Agreement of Limited Partnership dated August 4, 1993, for the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership.
*4.13 Third Amendment to Amended and Restated Agreement of Limited Partnership dated August 31, 1995, for the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership.
*4.14 Fourth Amendment to Amended and Restated Agreement of Limited Partnership dated July 1, 1996, for the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership.
*4.15 Certificate of Limited Partnership dated February 13, 1989 for the Geodyne Institutional/ Pension Energy Income Limited Partnership P-3.
*4.16 Amended and Restated Agreement of Limited Partnership dated May 10, 1989 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-3.
*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-3.
*4.18 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-3.
*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-3.
*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-3.
*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-3.
*4.22 Certificate of Limited Partnership dated May 10, 1989 for the Geodyne Institutional/ Pension Energy Income Limited Partnership P-4.
*4.23 Amended and Restated Agreement of Limited Partnership dated November 20, 1989 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-4.
*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-4.
*4.25 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-4.
*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-4.
*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-4.
*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-4.
*4.29 Certificate of Limited Partnership dated November 9, 1989 for the Geodyne Institutional/ Pension Energy Income Limited Partnership P-5.
*4.30 Amended and Restated Agreement of Limited Partnership dated February 26, 1990 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-5.
*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-5.
*4.32 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-5.
*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-5.
*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-5.
*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-5.
*4.36 Certificate of Limited Partnership dated November 28, 1989 for the Geodyne Institutional/ Pension Energy Income Limited Partnership P-6.
*4.37 Amended and Restated Agreement of Limited Partnership dated October 5, 1990 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-6.
*4.38 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.
*4.39 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-6.
*4.40 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.
*4.41 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.
*4.42 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.
*10.1 Amended and Restated Agreement of Partnership dated October 25, 1988 for the Geodyne NPI Partnership P-1.
*10.2 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for the Geodyne NPI Partnership P-1.
*10.3 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for the Geodyne NPI Partnership P-1.
*10.4 Amended and Restated Agreement of Partnership dated February 9, 1989 for the Geodyne NPI Partnership P-2.
*10.5 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for the Geodyne NPI Partnership P-2.
*10.6 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for the Geodyne NPI Partnership P-2.
*10.7 Agreement of Partnership dated February 9, 1989 for the Geodyne NPI Partnership P-3.
*10.8 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne NPI Partnership P-3.
*10.9 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne NPI Partnership P-3.
*10.10 Agreement of Partnership dated April 24, 1989 for the Geodyne NPI Partnership P-4.
*10.11 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne NPI Partnership P-4.
*10.12 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne NPI Partnership P-4.
*10.13 Agreement of Partnership dated October 27, 1989 for the Geodyne NPI Partnership P-5.
*10.14 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne NPI Partnership P-5.
*10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne NPI Partnership P-5.
*10.16 Agreement of Partnership dated November 28, 1989 for the Geodyne NPI Partnership P-6.
*10.17 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne NPI Partnership P-6.
*10.18 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne NPI Partnership P-6.
*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 P-2 Limited Partnership.
*23.3 Consent of Ryder Scott Company, L.P. for the Geodyne Institutional/Pension Energy Income Limited Partnership P-3.
*23.4 Consent of Ryder Scott Company, L.P. for the Geodyne Institutional/Pension Energy Income Limited Partnership P-4.
*23.5 Consent of Ryder Scott Company, L.P. for the Geodyne Institutional/Pension Energy Income Limited Partnership P-5.
*23.6 Consent of Ryder Scott Company, L.P. for the Geodyne Institutional/Pension Energy Income Limited Partnership P-6.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 2001.
None.
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 P-2 LIMITED PARTNERSHIP GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
By: GEODYNE RESOURCES, INC. General Partner February 26, 2002
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 February 26, 2002 ------------------- Director (Principal Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Financial February 26, 2002 ------------------- Officer (Principal Craig D. Loseke Accounting and Financial Officer)
//s//Judy K. Fox Secretary February 26, 2002 ------------------- Judy K. Fox
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
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, 2001 and 2000, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 18, 2002
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-1 Combined Balance Sheets December 31, 2001 and 2000
ASSETS ------
2001 2000 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 182,282 $ 284,937 Accounts receivable: Net Profits 124,712 280,155 --------- ---------
Total current assets $ 306,994 $ 565,092
NET PROFITS INTERESTS, net, utilizing the successful efforts method 783,748 892,090 --------- ---------
$1,090,742 $1,457,182 ========= =========
PARTNERS' CAPITAL (DEFICIT) ---------------------------
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 77,557) ($ 64,717) Limited Partners, issued and outstanding, 108,074 Units 1,168,299 1,521,899 --------- ---------
Total Partners' capital $1,090,742 $1,457,182 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-1 Combined Statements of Operations For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999 ---------- ---------- -------- REVENUES: Net Profits $1,295,509 $1,250,585 $802,539 Interest income 9,877 10,634 4,639 Gain on sale of Net Profits Interests 17,521 58,071 698 --------- --------- ------- $1,322,907 $1,319,290 $807,876
COSTS AND EXPENSES: Depletion of Net Profits Interests $ 168,596 $ 127,896 $171,326 General and administrative 139,215 129,773 127,487 --------- --------- ------- $ 307,811 $ 257,669 $298,813 --------- --------- -------
NET INCOME $1,015,096 $1,061,621 $509,063 ========= ========= ======= GENERAL PARTNER - NET INCOME $ 115,696 $ 116,609 $ 65,862 ========= ========= ======= LIMITED PARTNERS - NET INCOME $ 899,400 $ 945,012 $443,201 ========= ========= ======= NET INCOME per Unit $ 8.32 $ 8.74 $ 4.10 ========= ========= ======= UNITS OUTSTANDING 108,074 108,074 108,074 ========= ========= =======
The accompanying notes are an integral part of these combined financial statements.
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, 2001, 2000, and 1999
Limited General Partners Partner Combined ------------ ---------- ------------
Balance, Dec. 31, 1998 $1,455,686 ($ 82,899) $1,372,787 Net income 443,201 65,862 509,063 Cash distributions ( 467,000) ( 60,380) ( 527,380) --------- ------- ---------
Balance, Dec. 31, 1999 $1,431,887 ($ 77,417) $1,354,470 Net income 945,012 116,609 1,061,621 Cash distributions ( 855,000) ( 103,909) ( 958,909) --------- ------- ---------
Balance, Dec. 31, 2000 $1,521,899 ($ 64,717) $1,457,182 Net income 899,400 115,696 1,015,096 Cash distributions ( 1,253,000) ( 128,536) ( 1,381,536) --------- ------- ---------
Balance, Dec. 31, 2001 $1,168,299 ($ 77,557) $1,090,742 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
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, 2001, 2000, and 1999
2001 2000 1999 ------------ ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,015,096 $1,061,621 $509,063 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 168,596 127,896 171,326 Gain on sale of Net Profits Interests ( 17,521) ( 58,071) ( 698) (Increase)decrease in accounts receivable - Net Profits 155,443 ( 112,254) ( 59,461) --------- --------- -------
Net cash provided by operating activities $1,321,614 $1,019,192 $620,230 --------- --------- -------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 60,254) ($ 22,017) ($ 13,017) Proceeds from sale of Net Profits Interests 17,521 63,928 3,456 --------- --------- -------
Net cash provided (used) by investing activities ($ 42,733) $ 41,911 ($ 9,561) --------- --------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,381,536) ($ 958,909) ($527,380) --------- --------- ------- Net cash used by financing activities ($1,381,536) ($ 958,909) ($527,380) --------- --------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 102,655) $ 102,194 $ 83,289
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 284,937 182,743 99,454 --------- --------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 182,282 $ 284,937 $182,743 ========= ========= =======
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP AND GEODYNE NPI PARTNERSHIP P-2
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-2 Limited Partnership, a Texas limited partnership, and Geodyne NPI Partnership P-2, an Oklahoma general partnership, at December 31, 2001 and 2000, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 18, 2002
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 Combined Balance Sheets December 31, 2001 and 2000
ASSETS ------
2001 2000 ---------- ------------
CURRENT ASSETS: Cash and cash equivalents $141,777 $ 223,864 Accounts receivable: Net Profits 100,510 229,168 ------- ---------
Total current assets $242,287 $ 453,032
NET PROFITS INTERESTS, net, utilizing the successful efforts method 676,999 761,996 ------- ---------
$919,286 $1,215,028 ======= =========
PARTNERS' CAPITAL (DEFICIT) ---------------------------
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 55,787) ($ 48,478) Limited Partners, issued and outstanding, 90,094 Units 975,073 1,263,506 ------- ---------
Total Partners' capital $919,286 $1,215,028 ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 Combined Statements of Operations For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999 ---------- ---------- -------- REVENUES: Net Profits $1,012,296 $ 973,734 $618,890 Interest income 7,586 8,302 3,769 Gain on sale of Net Profits Interests 12,595 40,814 472 --------- --------- -------
$1,032,477 $1,022,850 $623,131
COSTS AND EXPENSES: Depletion of Net Profits Interests $ 146,331 $ 103,154 $152,202 General and administrative 119,504 108,541 106,335 --------- --------- ------- $ 265,835 $ 211,695 $258,537 --------- --------- -------
NET INCOME $ 766,642 $ 811,155 $364,594 ========= ========= ======= GENERAL PARTNER - NET INCOME $ 89,075 $ 89,569 $ 31,057 ========= ========= ======= LIMITED PARTNERS - NET INCOME $ 677,567 $ 721,586 $333,537 ========= ========= ======= NET INCOME per Unit $ 7.52 $ 8.01 $ 3.70 ========= ========= ======= UNITS OUTSTANDING 90,094 90,094 90,094 ========= ========= =======
The accompanying notes are an integral part of these combined financial statements.
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2001, 2000, and 1999
Limited General Partners Partner Combined ------------ --------- ------------
Balance, Dec. 31, 1998 $1,243,383 ($70,704) $1,172,679 Net income 333,537 31,057 364,594 Cash distributions ( 381,000) ( 16,938) ( 397,938) --------- ------ ---------
Balance, Dec. 31, 1999 $1,195,920 ($56,585) $1,139,335 Net income 721,586 89,569 811,155 Cash distributions ( 654,000) ( 81,462) ( 735,462) --------- ------ ---------
Balance, Dec. 31, 2000 $1,263,506 ($48,478) $1,215,028 Net income 677,567 89,075 766,642 Cash distributions ( 966,000) ( 96,384) ( 1,062,384) --------- ------ ---------
Balance, Dec. 31, 2001 $ 975,073 ($55,787) $ 919,286 ========= ====== =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 Combined Statements of Cash Flows For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999 ------------ ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 766,642 $811,155 $364,594 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 146,331 103,154 152,202 Gain on sale of Net Profits Interests ( 12,595) ( 40,814) ( 472) (Increase) decrease in accounts receivable - Net Profits 128,658 ( 94,032) ( 42,390) --------- ------- -------
Net cash provided by operating activities $1,029,036 $779,463 $473,934 --------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 61,527) ($ 15,033) ($ 10,319) Proceeds from sale of Net Profits Interests 12,788 46,790 3,994 --------- ------- -------
Net cash provided (used) by investing activities ($ 48,739) $ 31,757 ($ 6,325) --------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,062,384) ($735,462) ($397,938) --------- ------- ------- Net cash used by financing activities ($1,062,384) ($735,462) ($397,938) --------- ------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 82,087) $ 75,758 $ 69,671
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 223,864 148,106 78,435 --------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 141,777 $223,864 $148,106 ========= ======= =======
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
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, 2001 and 2000, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 18, 2002
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 Combined Balance Sheets December 31, 2001 and 2000
ASSETS ------
2001 2000 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 266,929 $ 416,457 Accounts receivable: General Partner (Note 2) - 512 Net Profits 188,979 428,390 --------- ---------
Total current assets $ 455,908 $ 845,359
NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,263,248 1,420,233 --------- ---------
$1,719,156 $2,265,592 ========= =========
PARTNERS' CAPITAL (DEFICIT) ---------------------------
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 74,177) ($ 86,997) Limited Partners, issued and outstanding, 169,637 Units 1,793,333 2,352,589 --------- ---------
Total Partners' capital $1,719,156 $2,265,592 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 Combined Statements of Operations For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999 ----------- ----------- ---------- REVENUES: Net Profits $1,886,577 $1,811,298 $1,155,814 Interest income 14,549 16,227 7,380 Gain on sale of Net Profits Interests 23,494 75,355 968 --------- --------- ---------
$1,924,620 $1,902,880 $1,164,162
COSTS AND EXPENSES: Depletion of Net Profits Interests $ 272,549 $ 191,820 $ 283,838 General and administrative 206,717 202,166 199,790 --------- --------- --------- $ 479,266 $ 393,986 $ 483,628 --------- --------- ---------
NET INCOME $1,445,354 $1,508,894 $ 680,534 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 167,610 $ 152,174 $ 45,011 ========= ========= ========= LIMITED PARTNERS - NET INCOME $1,277,744 $1,356,720 $ 635,523 ========= ========= ========= NET INCOME per Unit $ 7.53 $ 8.00 $ 3.75 ========= ========= ========= UNITS OUTSTANDING 169,637 169,637 169,637 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
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, 2001, 2000, and 1999
Limited General Partners Partner Combined ------------ ---------- ------------
Balance, Dec. 31, 1998 $2,316,346 ($132,995) $2,183,351 Net income 635,523 45,011 680,534 Cash distributions ( 707,000) ( 25,725) ( 732,725) --------- ------- ---------
Balance, Dec. 31, 1999 $2,244,869 ($113,709) $2,131,160 Net income 1,356,720 152,174 1,508,894 Cash distributions ( 1,249,000) ( 125,462) ( 1,374,462) --------- ------- ---------
Balance, Dec. 31, 2000 $2,352,589 ($ 86,997) $2,265,592 Net income 1,277,744 167,610 1,445,354 Cash distributions ( 1,837,000) ( 154,790) ( 1,991,790) --------- ------- ---------
Balance, Dec. 31, 2001 $1,793,333 ($ 74,177) $1,719,156 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
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, 2001, 2000, and 1999
2001 2000 1999 ------------ ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,445,354 $1,508,894 $680,534 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 272,549 191,820 283,838 Gain on sale of Net Profits Interests ( 23,494) ( 75,355) ( 968) (Increase) decrease in accounts receivable - Net Profits 239,411 ( 176,906) ( 81,095) (Increase) decrease in accounts receivable - General Partner 512 ( 512) - ---------- --------- -------
Net cash provided by operating activities $1,934,332 $1,447,941 $882,309 --------- --------- -------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 115,995) ($ 27,741) ($ 19,188) Proceeds from sale of Net Profits Interests 23,925 86,679 7,398 --------- --------- -------
Net cash provided (used) by investing activities ($ 92,070) $ 58,938 ($ 11,790) --------- --------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,991,790) ($1,374,462) ($732,725) --------- --------- ------- Net cash used by financing activities ($1,991,790) ($1,374,462) ($732,725) --------- --------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 149,528) $ 132,417 $137,794
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 416,457 284,040 146,246 --------- --------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 266,929 $ 416,457 $284,040 ========= ========= =======
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
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, 2001 and 2000, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 18, 2002
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 Combined Balance Sheets December 31, 2001 and 2000
ASSETS ------ 2001 2000 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 420,602 $ 439,461 Accounts receivable: Net Profits 332,362 526,603 --------- ---------
Total current assets $ 752,964 $ 966,064
NET PROFITS INTERESTS, net, utilizing the successful efforts method 649,016 750,294 --------- ---------
$1,401,980 $1,716,358 ========= =========
PARTNERS' CAPITAL (DEFICIT) ---------------------------
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 71,619) ($ 54,697) Limited Partners, issued and outstanding, 126,306 Units 1,473,599 1,771,055 --------- ---------
Total Partners' capital $1,401,980 $1,716,358 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 Combined Statements of Operations For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999 ----------- ---------- -------- REVENUES: Net Profits $2,142,197 $1,596,276 $746,854 Interest income 15,881 12,423 4,983 Gain on sale of Net Profits Interests 2,642 5,193 410 --------- --------- -------
$2,160,720 $1,613,892 $752,247
COSTS AND EXPENSES: Depletion of Net Profits Interests $ 247,384 $ 131,888 $199,980 General and administrative 156,424 151,112 148,395 --------- --------- ------- $ 403,808 $ 283,000 $348,375 --------- --------- -------
NET INCOME $1,756,912 $1,330,892 $403,872 ========= ========= ======= GENERAL PARTNER - NET INCOME $ 196,368 $ 143,717 $ 36,289 ========= ========= ======= LIMITED PARTNERS - NET INCOME $1,560,544 $1,187,175 $367,583 ========= ========= ======= NET INCOME per Unit $ 12.36 $ 9.40 $ 2.91 ========= ========= ======= UNITS OUTSTANDING 126,306 126,306 126,306 ========= ========= =======
The accompanying notes are an integral part of these combined financial statements.
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, 2001, 2000, and 1999
Limited General Partners Partner Combined ------------ ---------- ------------
Balance, Dec. 31, 1998 $1,497,297 ($ 93,853) $1,403,444 Net income 367,583 36,289 403,872 Cash distributions ( 447,000) ( 22,757) ( 469,757) --------- ------- ---------
Balance, Dec. 31, 1999 $1,417,880 ($ 80,321) $1,337,559 Net income 1,187,175 143,717 1,330,892 Cash distributions ( 834,000) ( 118,093) ( 952,093) --------- ------- ---------
Balance, Dec. 31, 2000 $1,771,055 ($ 54,697) $1,716,358 Net income 1,560,544 196,368 1,756,912 Cash distributions ( 1,858,000) ( 213,290) ( 2,071,290) --------- ------- ---------
Balance, Dec. 31, 2001 $1,473,599 ($ 71,619) $1,401,980 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
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, 2001, 2000, and 1999
2001 2000 1999 ------------ ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,756,912 $1,330,892 $403,872 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 247,384 131,888 199,980 Gain on sale of Net Profits Interests ( 2,642) ( 5,193) ( 410) (Increase) decrease in accounts receivable - Net Profits 194,241 ( 270,631) ( 46,754) --------- --------- -------
Net cash provided by operating activities $2,195,895 $1,186,956 $556,688 --------- --------- -------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 146,878) ($ 6,322) ($ 6,108) Proceeds from sale of Net Profits Interests 3,414 21,992 6,453 --------- --------- -------
Net cash provided (used) by investing activities ($ 143,464) $ 15,670 $ 345 --------- --------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,071,290) ($ 952,093) ($469,757) --------- --------- ------- Net cash used by financing activities ($2,071,290) ($ 952,093) ($469,757) --------- --------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 18,859) $ 250,533 $ 87,276
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 439,461 188,928 101,652 --------- --------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 420,602 $ 439,461 $188,928 ========= ========= =======
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
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, 2001 and 2000, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 18, 2002
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 Combined Balance Sheets December 31, 2001 and 2000
ASSETS ------ 2001 2000 ---------- ------------
CURRENT ASSETS: Cash and cash equivalents $171,708 $ 440,454 Accounts receivable: Net Profits 50,592 351,685 ------- ---------
Total current assets $222,300 $ 792,139
NET PROFITS INTERESTS, net, utilizing the successful efforts method 641,204 730,201 ------- ---------
$863,504 $1,522,340 ======= =========
PARTNERS' CAPITAL (DEFICIT) ---------------------------
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 74,788) ($ 60,882) Limited Partners, issued and outstanding, 118,449 Units 938,292 1,583,222 ------- ---------
Total Partners' capital $863,504 $1,522,340 ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 Combined Statements of Operations For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999 ----------- ---------- ---------- REVENUES: Net Profits $1,642,743 $1,433,743 $856,442 Interest income 15,990 14,147 6,181 Gain (loss)on sale of Net Profits Interests 43,097 54,584 ( 92) --------- --------- -------
$1,701,830 $1,502,474 $862,531
COSTS AND EXPENSES: Depletion of Net Profits Interests $ 127,298 $ 111,400 $169,734 General and administrative 147,835 141,905 139,426 --------- --------- ------- $ 275,133 $ 253,305 $309,160 --------- --------- -------
NET INCOME $1,426,697 $1,249,169 $553,371 ========= ========= ======= GENERAL PARTNER - NET INCOME $ 75,627 $ 64,906 $ 34,149 ========= ========= ======= LIMITED PARTNERS - NET INCOME $1,351,070 $1,184,263 $519,222 ========= ========= ======= NET INCOME per Unit $ 11.41 $ 10.00 $ 4.38 ========= ========= ======= UNITS OUTSTANDING 118,449 118,449 118,449 ========= ========= =======
The accompanying notes are an integral part of these combined financial statements.
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, 2001, 2000, and 1999
Limited General Partners Partner Combined ------------ --------- ------------
Balance, Dec. 31, 1998 $1,336,737 ($79,248) $1,257,489 Net income 519,222 34,149 553,371 Cash distributions ( 552,000) ( 23,539) ( 575,539) --------- ------ ---------
Balance, Dec. 31, 1999 $1,303,959 ($68,638) $1,235,321 Net income 1,184,263 64,906 1,249,169 Cash distributions ( 905,000) ( 57,150) ( 962,150) --------- ------ ---------
Balance, Dec. 31, 2000 $1,583,222 ($60,882) $1,522,340 Net income 1,351,070 75,627 1,426,697 Cash distributions ( 1,996,000) ( 89,533) ( 2,085,533) --------- ------ ---------
Balance, Dec. 31, 2001 $ 938,292 ($74,788) $ 863,504 ========= ====== =========
The accompanying notes are an integral part of these combined financial statements.
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, 2001, 2000, and 1999
2001 2000 1999 ------------ ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,426,697 $1,249,169 $553,371 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 127,298 111,400 169,734 (Gain) loss on sale of Net Profits Interests ( 43,097) ( 54,584) 92 (Increase) decrease in accounts receivable - Net Profits 301,093 ( 170,776) ( 81,086) --------- --------- -------
Net cash provided by operating activities $1,811,991 $1,135,209 $642,111 --------- --------- -------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 38,301) ($ 4,630) ($ 15,618) Proceeds from sale of Net Profits Interests 43,097 54,584 - --------- --------- ------- Net cash provided (used) by investing activities $ 4,796 $ 49,954 ($ 15,618) --------- --------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,085,533) ($ 962,150) ($575,539) --------- --------- ------- Net cash used by financing activities ($2,085,533) ($ 962,150) ($575,539) --------- --------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 268,746) $ 223,013 $ 50,954
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 440,454 217,441 166,487 --------- --------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 171,708 $ 440,454 $217,441 ========= ========= =======
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
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, 2001 and 2000, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 18, 2002
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 Combined Balance Sheets December 31, 2001 and 2000
ASSETS ------ 2001 2000 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 187,301 $ 691,186 Accounts receivable: Net Profits 62,543 429,205 --------- ---------
Total current assets $ 249,844 $1,120,391
NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,303,109 1,504,674 --------- ---------
$1,552,953 $2,625,065 ========= =========
PARTNERS' CAPITAL (DEFICIT) ---------------------------
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 87,910) ($ 75,505) Limited Partners, issued and outstanding, 143,041 Units 1,640,863 2,700,570 --------- ---------
Total Partners' capital $1,552,953 $2,625,065 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 Combined Statements of Operations For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999 ----------- ----------- ------------ REVENUES: Net Profits $2,282,475 $2,468,159 $1,340,784 Interest income 22,996 21,573 9,614 Gain (loss) on sale of Net Profits Interests 52,686 25,726 ( 32) --------- --------- ---------
$2,358,157 $2,515,458 $1,350,366
COSTS AND EXPENSES: Depletion of Net Profits Interests $ 219,854 $ 334,197 $ 330,171 General and administrative 174,853 170,942 168,704 --------- --------- --------- $ 394,707 $ 505,139 $ 498,875 --------- --------- ---------
NET INCOME $1,963,450 $2,010,319 $ 851,491 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 130,157 $ 112,363 $ 55,301 ========= ========= ========= LIMITED PARTNERS - NET INCOME $1,833,293 $1,897,956 $ 796,190 ========= ========= ========= NET INCOME per unit $ 12.82 $ 13.27 $ 5.57 ========= ========= ========= UNITS OUTSTANDING 143,041 143,041 143,041 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
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, 2001, 2000, and 1999
Limited General Partners Partner Combined ------------ ---------- ------------
Balance, Dec. 31, 1998 $2,618,424 ($106,642) $2,511,782 Net income 796,190 55,301 851,491 Cash distributions ( 1,014,000) ( 35,059) ( 1,049,059) --------- ------- ---------
Balance, Dec. 31, 1999 $2,400,614 ($ 86,400) $2,314,214 Net income 1,897,956 112,363 2,010,319 Cash distributions ( 1,598,000) ( 101,468) ( 1,699,468) --------- ------- ---------
Balance, Dec. 31, 2000 $2,700,570 ($ 75,505) $2,625,065 Net income 1,833,293 130,157 1,963,450 Cash distributions ( 2,893,000) ( 142,562) ( 3,035,562) --------- ------- ---------
Balance, Dec. 31, 2001 $1,640,863 ($ 87,910) $1,552,953 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
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, 2001, 2000, and 1999
2001 2000 1999 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,963,450 $2,010,319 $ 851,491 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 219,854 334,197 330,171 (Gain) loss on sale of Net Profits Interests ( 52,686) ( 25,726) 32 (Increase) decrease in accounts receivable - Net Profits 366,662 ( 251,544) ( 32,049) --------- --------- ---------
Net cash provided by operating activities $2,497,280 $2,067,246 $1,149,645 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 18,289) ($ 41,704) ($ 61,524) Proceeds from sale of Net Profits Interests 52,686 25,726 - --------- --------- ---------
Net cash provided (used) by investing activities $ 34,397 ($ 15,978) ($ 61,524) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($3,035,562) ($1,699,468) ($1,049,059) --------- --------- ---------
Net cash used by financing activities ($3,035,562) ($1,699,468) ($1,049,059) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 503,885) $ 351,800 $ 39,062
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 691,186 339,386 300,324 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 187,301 $ 691,186 $ 339,386 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE INSTITUTIONAL/PENSION PROGRAM Notes to the Combined Financial Statements For the Periods Ended December 31, 2001, 2000, and 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Institutional/Pension Energy Income Limited Partnerships (the "Partnerships") were formed pursuant to a public offering of depositary units ("Units"). Upon formation, investors became limited partners (the "Limited Partners") and held Units issued by each Partnership. Geodyne Resources, Inc. ("Geodyne") is the general partner of each of the Partnerships. Each Partnership is a general partner in the related Geodyne NPI Partnership (the "NPI Partnerships") in which Geodyne serves as the managing partner. Limited Partners' capital contributions were contributed to the related NPI Partnerships for investment in net profits interests, royalty interests, and other nonoperating interests in producing oil and gas properties. Most of the net profits interests acquired by the Partnerships have been carved out of working interests in producing properties, located in the continental United States, which were acquired by affiliated oil and gas investment programs (the "Affiliated Programs").
Net profits interests entitle the Partnerships to a share of net revenues from producing properties measured by a specific percentage of the net profits realized by such Affiliated Programs as owners of the working interests in the producing properties. Except where otherwise noted, references to certain operational activities of the Partnerships are actually the activities of the Affiliated Programs. As the holder of a net profits interest, a Partnership is not liable to pay any amount by which oil and gas operating costs and expenses exceed revenues for any period, although any deficit, together with interest, is applied to reduce the amounts payable to the Partnership in subsequent periods. As used in these financial statements, the Partnerships' net profits and royalty interests in oil and gas sales are referred to as "Net Profits" and the Partnerships' net profits and royalty interests in oil and gas properties are referred to as "Net Profits Interests." The Partnerships do not directly bear capital costs. However, the Partnerships indirectly bear certain capital costs incurred by the Affiliated Programs to the extent such capital costs are charged against the applicable oil and gas revenues in calculating the net profits payable to the Partnerships. For financial reporting purposes only, such capital costs are reported as capital expenditures in the Partnerships' Statements of Cash Flows.
The Partnerships were activated on the following dates with the following Limited Partner capital contributions:
Limited Partner Date of Capital Partnership Activation Contributions ----------- ----------------- ---------------
P-1 October 25, 1988 $10,807,400 P-2 February 9, 1989 9,009,400 P-3 May 10, 1989 16,963,700 P-4 November 21, 1989 12,630,600 P-5 February 27, 1990 11,844,900 P-6 September 5, 1990 14,304,100
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, 2001:
Percent of Number of Outstanding Partnership Units Owned Units ----------- ----------- -----------
P-1 24,145 22.3% P-2 25,068 27.8% P-3 61,717 36.4% P-4 28,403 22.5% P-5 24,192 20.4% P-6 17,220 12.0%
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' 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 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.
The P-1 Partnership achieved payout during the third quarter of 1998, the P-2 and P-4 Partnerships achieved payout during the fourth quarter of 1999, the P-3 Partnership achieved payout during the second quarter of 2000, and the P-6 Partnership achieved payout during the third quarter of 2001. After payout, operations and revenues for the P-1, P-2, P-3, P-4, and P-6 Partnerships have been and will be allocated using the 10%/90% after payout percentages set forth in Footnote 3 to the table above.
Basis of Presentation
These financial statements reflect the combined accounts of each Partnership after the elimination of all inter-partnership transactions and balances.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are not insured, which cause the Partnerships to be subject to risk.
Credit Risk
Accrued oil and gas sales, which are included in the Partnerships' Accounts Receivable - Net Profits, are due from a variety of oil and gas purchasers and, therefore, indirectly subject the Partnerships to a concentration of credit risk. Some of these purchasers are discussed in Note 3 - Major Customers.
Net Profits Interests
The Partnerships follow the successful efforts method of accounting for their Net Profits Interests. Under the successful
efforts method, the Partnerships capitalize all acquisition costs. Such acquisition costs include costs incurred by the Partnerships or the General Partner to acquire a Net Profits Interest, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions plus an allocated portion of the General Partner's property screening costs. The net acquisition cost to the Partnerships of the Net Profits Interests in properties acquired by the General Partner consists of the cost of acquiring the underlying properties, adjusted for the net cash results of operations, including interest incurred to finance the net acquisition, for the period of time the properties are held by the General Partner. Impairment of Net Profits Interests in unproved oil and gas properties is recognized based upon an individual property assessment. Upon discovery of commercial reserves, Net Profits Interests in unproved properties are transferred to producing properties.
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 per equivalent barrel of oil produced during the years ended December 31, 2001, 2000, and 1999 were as follows:
Partnership 2001 2000 1999 ----------- ----- ----- -----
P-1 $2.36 $1.87 $2.03 P-2 2.61 1.92 2.31 P-3 2.61 1.92 2.31 P-4 2.39 1.65 2.70 P-5 1.64 1.26 2.01 P-6 1.74 2.24 1.96
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, 2001.
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 revenue when the gas is metered and title transferred pursuant to the gas sales contracts. During such times as sales of gas exceed a Partnership's pro rata Net Profits Interest in a well, such sales are recorded as revenue unless total sales from the well have exceeded the Partnership's share of estimated total gas reserves attributable to the underlying property, at which time such excess is recorded as a liability. The rates per Mcf used to calculate the liability are based on the average gas price received for the volumes at the time the overproduction occurred. This also approximates the price for which the Partnerships are currently settling this liability. This liability is recorded as a reduction of accounts receivable.
Also included in accounts receivable (payable) - Net Profits are 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 production costs per Mcf during the period the underproduction or overproduction occurred.
The Partnerships have not entered into any hedging or derivative contracts in connection with their production and sale of oil and gas.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual general and administrative costs incurred and attributable to the conduct of the business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Further, accounts receivable (payable) - Net Profits includes accrued liabilities, accrued lease operating expenses, 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.
Income Taxes
Income or loss for income tax purposes is includable in the income tax returns of the partners. Accordingly, no recognition has been given to income taxes in these financial statements.
New Accounting Pronouncements
Below is a brief description of Financial Accounting Standards ("FAS") recently issued by the Financial Accounting Standards Board ("FASB") which may have an impact on the Partnerships' future results of operations and financial position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 will require the recording of the fair value of liabilities associated with the retirement of long-lived assets (mainly plugging and abandonment costs for the Partnerships' depleted wells), in the period in which the liabilities are incurred (at the time the wells are drilled). Management has not yet determined the effect of adopting this statement on the Partnerships' financial condition or results of operations.
In August 2001, the FASB issued FAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is effective for fiscal years beginning after December 15, 2001 (January 1, 2002 for the Partnerships). This statement supersedes FAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions of FAS No. 144, as they relate to the Partnerships, are essentially the same as FAS No. 121 and thus are not expected to have a significant effect on the Partnerships' financial condition or results of operations.
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and administrative overhead applicable to the
Partnerships, based on an allocation of actual costs incurred by the General Partner. When costs incurred benefit other Partnerships and affiliates, the allocation of costs is based on the relationship of the Partnerships' reserves to the total reserves owned by all Partnerships and affiliates. The General Partner believes this allocation method is reasonable. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships have not fluctuated due to expense limitations imposed by the Partnership Agreement. The following is a summary of payments made to the General Partner or its affiliates by the Partnerships for general and administrative overhead costs for the years ended December 31, 2001, 2000, and 1999:
Partnership 2001 2000 1999 ----------- -------- -------- --------
P-1 $113,760 $113,760 $113,760 P-2 94,836 94,836 94,836 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. Such charges are comparable to third party charges in the area where the wells are located and are the same as charged to other working interest owners in the wells.
The accounts receivable - General Partner at December 31, 2000 for the P-3 Partnership represents accrued proceeds and interest due from the General Partner for the sale of certain oil and gas properties during 2000. Such amount was collected subsequent to December 31, 2000.
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, 2001, 2000, and 1999:
Percentage ------------------------- Partnership Purchaser 2001 2000 1999 - ----------- -------------------------- ----- ----- ----
P-1 El Paso Energy Marketing Company ("El Paso") 22.7% 20.6% 24.4% ONEOK Gas Marketing Company ("ONEOK") 12.0% 11.0% - Chevron U.S.A., Inc. ("Chevron") - 10.5% 12.0%
P-2 El Paso 22.4% 20.7% 23.6% ONEOK 10.3% - - Chevron - - 10.3% Texaco - - 10.1%
P-3 El Paso 22.3% 20.7% 23.4% ONEOK 10.1% - - Texaco - - 10.1% Chevron - - 10.1%
P-4 Philbro Energy, Inc. 26.9% 22.8% 21.3% Valero Industrial Gas LP 24.2% 23.7% 25.4% El Paso 20.2% 26.2% 28.7% Conoco, Inc. 11.0% - -
P-5 El Paso 80.7% 76.0% 77.8%
P-6 El Paso 44.1% 35.8% 36.6% Tejas Gas Marketing Company 15.1% 15.2% 13.0% HPL Resources Company - 15.2% 15.4%
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, 2001 and 2000 were as follows:
P-1 Partnership --------------- 2001 2000 ------------ ------------ Net Profits Interests in proved oil and gas properties $6,651,678 $6,592,957
Less accumulated depletion and valuation allowance ( 5,867,930) ( 5,700,867) --------- --------- Net Profits Interests, net $ 783,748 $ 892,090 ========= =========
P-2 Partnership --------------- 2001 2000 ------------ ------------ Net Profits Interests in proved oil and gas properties $5,380,643 $5,322,334
Less accumulated depletion and valuation allowance ( 4,703,644) ( 4,560,338) --------- --------- Net Profits Interests, net $ 676,999 $ 761,996 ========= =========
P-3 Partnership --------------- 2001 2000 ------------- ------------- Net Profits Interests in proved oil and gas properties $10,164,975 $10,055,787
Less accumulated depletion and valuation allowance ( 8,901,727) ( 8,635,554) ---------- ---------- Net Profits Interests, net $ 1,263,248 $ 1,420,233 ========== ==========
P-4 Partnership ---------------
2001 2000 ------------- ------------- Net Profits Interests in proved oil and gas properties $ 8,182,909 $ 8,045,435
Less accumulated depletion and valuation allowance ( 7,533,893) ( 7,295,141) ---------- ---------- Net Profits Interests, net $ 649,016 $ 750,294 ========== ==========
P-5 Partnership ---------------
2001 2000 ------------- ------------- Net Profits Interests in proved oil and gas properties $ 9,325,016 $ 9,286,715
Less accumulated depletion and valuation allowance ( 8,683,812) ( 8,556,514) ---------- ---------- Net Profits Interest, net $ 641,204 $ 730,201 ========== ==========
P-6 Partnership --------------- 2001 2000 ------------- ------------- Net Profits Interests in proved oil and gas properties $11,498,428 $11,480,139
Less accumulated depletion and valuation allowance ( 10,195,319) ( 9,975,465) ---------- ---------- Net Profits Interests, net $ 1,303,109 $ 1,504,674 ========== ==========
Costs Incurred
No property acquisition or exploration costs were incurred by the Partnerships during the three years ended December 31, 2001. 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, 2001, 2000, and 1999. 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 2001 2000 1999 ----------- -------- ------- -------
P-1 $ 60,254 $22,017 $13,017 P-2 61,527 15,033 10,319 P-3 115,995 27,741 19,188 P-4 146,878 6,322 6,108 P-5 38,301 4,630 15,618 P-6 18,289 41,704 61,524
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.
P-1 Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, December 31, 1998 162,773 2,064,654 Production ( 24,737) ( 357,439) Revisions of previous estimates 61,483 149,212 ------- ---------
Proved reserves, December 31, 1999 199,519 1,856,427 Production ( 17,814) ( 304,477) Sales of minerals in place ( 4,151) ( 5,865) Extensions and discoveries 3,121 3,831 Revisions of previous estimates 8,231 276,149 ------- ---------
Proved reserves, December 31, 2000 188,906 1,826,065 Production ( 23,073) ( 290,969) Sales of minerals in place ( 557) ( 603) Revisions of previous estimates ( 13,407) 252,859 ------- ---------
Proved reserves, December 31, 2001 151,869 1,787,352 ======= =========
PROVED DEVELOPED RESERVES: December 31, 1999 199,519 1,856,427 ======= ========= December 31, 2000 188,906 1,826,065 ======= ========= December 31, 2001 151,869 1,787,352 ======= =========
P-2 Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, December 31, 1998 122,784 1,876,091 Production ( 17,583) ( 289,443) Sales of minerals in place ( 100) ( 848) Revisions of previous estimates 41,706 82,374 ------- ---------
Proved reserves, December 31, 1999 146,807 1,668,174 Production ( 12,518) ( 246,666) Sales of minerals in place ( 3,169) ( 4,222) Extensions and discoveries 2,284 104,176 Revisions of previous estimates 3,266 118,939 ------- ---------
Proved reserves, December 31, 2000 136,670 1,640,401 Production ( 16,105) ( 239,585) Sales of minerals in place ( 393) ( 1,269) Extensions and discoveries 356 7,225 Revisions of previous estimates ( 9,542) 150,208 ------- ---------
Proved reserves, December 31, 2001 110,986 1,556,980 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1999 146,807 1,668,174 ======= ========= December 31, 2000 136,670 1,640,401 ======= ========= December 31, 2001 110,986 1,556,980 ======= =========
P-3 Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, December 31, 1998 227,669 3,519,252 Production ( 32,552) ( 543,312) Sales of minerals in place ( 198) ( 1,664) Revisions of previous estimates 77,079 160,004 ------- ---------
Proved reserves, December 31, 1999 271,998 3,134,280 Production ( 23,146) ( 460,861) Sales of minerals in place ( 5,880) ( 7,817) Extensions and discoveries 4,222 196,141 Revisions of previous estimates 5,681 219,002 ------- ---------
Proved reserves, December 31, 2000 252,875 3,080,745 Production ( 29,759) ( 447,621) Sales of minerals in place ( 742) ( 2,685) Extensions and discoveries 2,709 14,712 Revisions of previous estimates ( 19,464) 276,198 ------- ---------
Proved reserves, December 31, 2001 205,619 2,921,349 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1999 271,998 3,134,280 ======= ========= December 31, 2000 252,875 3,080,745 ======= ========= December 31, 2001 205,619 2,921,349 ======= =========
P-4 Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, December 31, 1998 46,408 2,436,365 Production (17,505) ( 338,882) Revisions of previous estimates 31,120 10,747 ------ ---------
Proved reserves, December 31, 1999 60,023 2,108,230 Production (23,482) ( 339,221) Sales of minerals in place ( 1,502) ( 812) Extensions and discoveries 1,595 245,352 Revisions of previous estimates 28,065 387,260 ------ ---------
Proved reserves, December 31, 2000 64,699 2,400,809 Production (38,934) ( 388,416) Sales of minerals in place ( 62) ( 3,524) Extensions and discoveries 50,363 169,655 Revisions of previous estimates 14,230 ( 95,342) ------ ---------
Proved reserves, December 31, 2001 90,296 2,083,182 ====== =========
PROVED DEVELOPED RESERVES: December 31, 1999 57,546 2,079,090 ====== ========= December 31, 2000 64,699 2,400,809 ====== ========= December 31, 2001 87,867 2,059,176 ====== =========
P-5 Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, December 31, 1998 33,143 2,326,026 Production ( 6,858) ( 464,917) Revisions of previous estimates 13,488 474,570 ------ ---------
Proved reserves, December 31, 1999 39,773 2,335,679 Production ( 5,827) ( 495,141) Sales of minerals in place ( 416) ( 68) Revisions of previous estimates ( 118) 545,474 ------ ---------
Proved reserves, December 31, 2000 33,412 2,385,944 Production ( 4,781) ( 438,194) Sales of minerals in place ( 229) ( 3,593) Extensions and discoveries - 18,889 Revisions of previous estimates 1,501 377,619 ------ ---------
Proved reserves, December 31, 2001 29,903 2,340,665 ====== ========= PROVED DEVELOPED RESERVES: December 31, 1999 39,773 2,335,679 ====== ========= December 31, 2000 33,412 2,385,944 ====== ========= December 31, 2001 29,903 2,340,665 ====== =========
P-6 Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, December 31, 1998 96,435 4,071,736 Production ( 17,227) ( 909,561) Extensions and discoveries 5,142 37,719 Revisions of previous estimates 18,395 679,868 ------- ---------
Proved reserves, December 31, 1999 102,745 3,879,762 Production ( 14,022) ( 809,428) Sales of minerals in place ( 140) ( 23) Revisions of previous estimates 24,521 1,125,151 ------- ---------
Proved reserves, December 31, 2000 113,104 4,195,462 Production ( 13,190) ( 678,969) Sales of minerals in place ( 73) ( 1,212) Extensions and discoveries - 6,483 Revisions of previous estimates ( 6,143) 432,317 ------- ---------
Proved reserves, December 31, 2001 93,698 3,954,081 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1999 102,745 3,879,762 ======= ========= December 31, 2000 113,104 4,195,462 ======= ========= December 31, 2001 93,698 3,954,081 ======= =========
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2001 and 2000 are as follows:
P-1 Partnership ---------------
---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter(2) --------- --------- --------- ---------
Total Revenues $432,434 $432,957 $251,428 $206,088 Gross Profit(1) 400,919 395,686 218,452 139,254 Net Income 355,180 365,716 187,610 106,590 Limited Partners' Net Income Per Unit 2.93 3.02 1.54 .83
---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- --------- --------- ---------
Total Revenues $298,951 $302,003 $338,840 $379,496 Gross Profit(1) 257,503 269,255 306,675 357,961 Net Income 218,870 239,236 275,379 328,136 Limited Partners' Net Income Per Unit 1.79 1.97 2.27 2.71
- ----------------------------- (1) Total revenues less depletion of Net Profits Interests. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher Depletion of Net Profits Interests.
P-2 Partnership ---------------
---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter(2) --------- --------- --------- ---------
Total Revenues $342,793 $340,532 $190,291 $158,861 Gross Profit(1) 317,283 310,224 163,674 94,965 Net Income 276,585 285,122 137,784 67,151 Limited Partners' Net Income Per Unit 2.74 2.82 1.35 .61
---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- --------- --------- ---------
Total Revenues $195,169 $255,568 $268,319 $303,794 Gross Profit(1) 161,589 228,596 241,287 288,224 Net Income 129,404 203,432 215,068 263,251 Limited Partners' Net Income Per Unit 1.26 2.01 2.12 2.62
- --------------------------- (1) Total revenues less depletion of Net Profits Interests. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher Depletion of Net Profits Interests.
P-3 Partnership ---------------
---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter(2) --------- --------- --------- ---------
Total Revenues $638,509 $633,700 $356,228 $296,183 Gross Profit(1) 591,218 577,701 306,838 176,314 Net Income 528,235 531,088 258,978 127,053 Limited Partners' Net Income Per Unit 2.78 2.79 1.35 .61
---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- --------- --------- ---------
Total Revenues $350,998 $484,828 $500,065 $566,989 Gross Profit(1) 288,792 434,805 449,884 537,579 Net Income 228,180 388,174 401,370 491,170 Limited Partners' Net Income Per Unit 1.26 2.04 2.11 2.59
- ------------------------------ (1) Total revenues less depletion of Net Profits Interests. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher Depletion of Net Profits Interests.
P-4 Partnership ---------------
---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter(2) --------- --------- --------- ---------
Total Revenues $716,779 $457,441 $645,979 $340,521 Gross Profit(1) 682,918 424,939 591,210 214,269 Net Income 632,043 389,996 555,388 179,485 Limited Partners' Net Income Per Unit 4.48 2.76 3.92 1.20
---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- --------- --------- ---------
Total Revenues $217,101 $330,707 $434,098 $631,986 Gross Profit(1) 172,023 285,668 384,892 639,421 Net Income 126,901 250,729 348,589 604,673 Limited Partners' Net Income Per Unit .87 1.76 2.45 4.32
- --------------------------------- (1) Total revenues less depletion of Net Profits Interests. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher Depletion of Net Profits Interests.
P-5 Partnership ---------------
---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter(2) --------- --------- --------- ---------
Total Revenues $887,013 $457,949 $240,295 $116,573 Gross Profit(1) 857,486 434,585 217,794 64,667 Net Income 808,802 401,740 184,153 32,002 Limited Partners' Net Income Per Unit 6.48 3.22 1.47 .24
---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- --------- --------- ---------
Total Revenues $241,103 $350,038 $408,086 $503,247 Gross Profit(1) 201,787 316,654 368,181 504,452 Net Income 159,445 283,836 334,080 471,808 Limited Partners' Net Income Per Unit 1.27 2.27 2.67 3.79
- ------------------------------ (1) Total revenues less depletion of Net Profits Interests. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher Depletion of Net Profits Interests.
P-6 Partnership ---------------
---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter(2) --------- --------- --------- ---------
Total Revenues $1,117,420 $667,075 $447,011 $126,651 Gross Profit(1) 1,065,032 621,554 400,016 51,701 Net Income 1,009,415 582,033 359,595 12,407 Limited Partners' Net Income Per Unit 6.69 3.86 2.23 .04
---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- --------- --------- ---------
Total Revenues $458,773 $537,393 $727,989 $791,303 Gross Profit(1) 378,815 473,142 648,848 680,456 Net Income 327,706 433,689 607,810 641,114 Limited Partners' Net Income Per Unit 2.16 2.86 4.02 4.23
- ------------------------------ (1) Total revenues less depletion of Net Profits Interests. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher Depletion of Net Profits Interests.
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.
*4.2 Amended and Restated Agreement of Limited Partnership dated October 25, 1988 for the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership.
*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.
*4.4 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership.
*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.
*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.
*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.
*4.8 Certificate of Limited Partnership dated September 29, 1988 for the Geodyne Institutional/ Pension Energy Income P-2 Limited Partnership.
*4.9 Amended and Restated Agreement of Limited Partnership dated February 9, 1989 for the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership.
*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 P-2 Limited Partnership.
*4.11 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership.
*4.12 Second Amendment to Amended and Restated Agreement of Limited Partnership dated August 4, 1993, for the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership.
*4.13 Third Amendment to Amended and Restated Agreement of Limited Partnership dated August 31, 1995, for the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership.
*4.14 Fourth Amendment to Amended and Restated Agreement of Limited Partnership dated July 1, 1996, for the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership.
*4.15 ertificate of Limited Partnership dated February 13, 1989 for the Geodyne Institutional/ Pension Energy Income Limited Partnership P-3.
*4.16 Amended and Restated Agreement of Limited Partnership dated May 10, 1989 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-3.
*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-3.
*4.18 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-3.
*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-3.
*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-3.
*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-3.
*4.22 Certificate of Limited Partnership dated May 10, 1989 for the Geodyne Institutional/ Pension Energy Income Limited Partnership P-4.
*4.23 Amended and Restated Agreement of Limited Partnership dated November 20, 1989 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-4.
*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-4.
*4.25 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-4.
*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-4.
*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-4.
*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-4.
*4.29 Certificate of Limited Partnership dated November 9, 1989 for the Geodyne Institutional/ Pension Energy Income Limited Partnership P-5.
*4.30 Amended and Restated Agreement of Limited Partnership dated February 26, 1990 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-5.
*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-5.
*4.32 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-5.
*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-5.
*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-5.
*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-5.
*4.36 Certificate of Limited Partnership dated November 28, 1989 for the Geodyne Institutional/ Pension Energy Income Lmited Partnership P-6.
*4.37 Amended and Restated Agreement of Limited Partnership dated October 5, 1990 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-6.
*4.38 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.
*4.39 Second Amendment to Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-6.
*4.40 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.
*4.41 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.
*4.42 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.
*10.1 Amended and Restated Agreement of Partnership dated October 25, 1988 for the Geodyne NPI Partnership P-1.
*10.2 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for the Geodyne NPI Partnership P-1.
*10.3 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for the Geodyne NPI Partnership P-1.
*10.4 Amended and Restated Agreement of Partnership dated February 9, 1989 for the Geodyne NPI Partnership P-2.
*10.5 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for the Geodyne NPI Partnership P-2.
*10.6 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for the Geodyne NPI Partnership P-2.
*10.7 Agreement of Partnership dated February 9, 1989 for the Geodyne NPI Partnership P-3.
*10.8 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne NPI Partnership P-3.
*10.9 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne NPI Partnership P-3.
*10.10 Agreement of Partnership dated April 24, 1989 for the Geodyne NPI Partnership P-4.
*10.11 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne NPI Partnership P-4.
*10.12 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne NPI Partnership P-4.
*10.13 Agreement of Partnership dated October 27, 1989 for the Geodyne NPI Partnership P-5.
*10.14 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne NPI Partnership P-5.
*10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne NPI Partnership P-5.
*10.16 Agreement of Partnership dated November 28, 1989 for the Geodyne NPI Partnership P-6.
*10.17 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne NPI Partnership P-6.
*10.18 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne NPI Partnership P-6.
*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 P-2 Limited Partnership.
*23.3 Consent of Ryder Scott Company, L.P. for the Geodyne Institutional/Pension Energy Income Limited Partnership P-3.
*23.4 Consent of Ryder Scott Company, L.P. for the Geodyne Institutional/Pension Energy Income Limited Partnership P-4.
*23.5 Consent of Ryder Scott Company, L.P. for the Geodyne Institutional/Pension Energy Income Limited Partnership P-5.
*23.6 Consent of Ryder Scott Company, L.P. for the Geodyne Institutional/Pension Energy Income Limited Partnership P-6.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.