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-K ("Annual Report") are references to the Partnership and its related general partnership, collectively. In addition, unless the context indicates otherwise, all references to the "General Partner" in this Annual Report are references to Geodyne as the general partner of the Partnerships, and as the managing partner of the related general partnerships.
The General Partner currently serves as general partner of 29 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, the "Samson Companies"), are 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, 1996, the Samson Companies owned interests in approximately 16,000 oil and gas wells located in 19 states of the United States and Canada, Venezuela, and Russia. At December 31, 1996, the Samson Companies operated approximately 2,600 oil and gas wells located in 15 states of the United States and 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. Except where otherwise noted, references to certain operational activities of the Partnerships include 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 the other Samson Companies. As of March 15, 1997, the Samson Companies employed approximately 780 persons. No employees are covered by collective bargaining agreements, and management believes that the Samson Companies provide 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 (800) 283-1791.
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 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. The ability of the Partnerships to produce and market oil and gas profitably depends on a number of factors that are beyond the control of the Partnerships. These factors include worldwide political instability (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), 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.
The most important variable affecting the Partnerships' revenues is the prices received for the sale of oil and gas. Predicting future prices is very difficult. Concerning past trends, average yearly wellhead gas prices in the United States have been relatively volatile for a number of years. For the past ten years, such prices have generally been in the $1.40 to $2.00 per Mcf range, significantly below prices received in the early 1980s. Average gas prices in the latter part of 1996 and January 1997, however, were somewhat higher than those yearly averages. It is not known whether this was a short- term trend or an indicator of potentially higher average gas prices on a longer-term basis.
Substantially all of the Partnerships' gas reserves are being sold in the "spot market." Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. 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 increased from approximately $2.00 per Mcf at December 31, 1995 to approximately $3.57 per Mcf at December 31, 1996. 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.
Due to global consumption and supply trends over the last several months, oil prices have recently been higher than the yearly average prices of the late to mid-1980s and early 1990s. It is not known whether this trend will continue. Prices for the Partnerships' oil increased from approximately $18.50 per barrel at December 31, 1995 to approximately $23.75 per barrel at December 31, 1996.
Future prices for both oil and gas will likely be different from (and may be lower than) the prices in effect on December 31, 1996. Primarily due to heating season demand, year-end prices in many past years have tended to be higher, and in some cases significantly higher, than the yearly average price actually received by the Partnerships for at least the following year. In particular, it should be noted that December 31, 1996 prices were much higher than year-end prices for the last several years and substantially higher than the average prices received in each of the last several years. It is not possible to predict whether the December 1996 pricing level is indicative of a new trend toward higher energy prices or a short- term deviation from the recent history of low to moderate prices; therefore, management is unable to 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, 1996:
Partnership Customer Percentage ----------- ------------------------ ----------
P-1 El Paso Energy Marketing Company ("El Paso") 23.0% Texaco Exploration and Production, Inc. ("Texaco") 10.4% Chevron U.S.A., Inc. 10.1%
P-2 El Paso 22.4% Texaco 12.6%
P-3 El Paso 22.3% Texaco 12.7%
P-4 El Paso 60.2% Mesa Pipeline Co. 18.2%
P-5 El Paso 62.0%
P-6 El Paso 27.0% Tejas Gas Marketing Company 13.7% HPL Resources Company 19.1%
In the event of interruption of purchases by one or more of the Partnerships' significant customers or the cessation or material change in availability of open access transportation by the Partnerships' pipeline transporters, the Partnerships may encounter difficulty in marketing their 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 by the Partnerships 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, including, but not limited to, the Natural Gas Act of 1938 (the "NGA"), the Natural Gas Policy Act of 1978 (the "NGPA"), and regulations promulgated by the Federal Energy Regulatory Commission (the "FERC") under the NGA, the NGPA, and other statutes. The provisions of the NGA and the NGPA, as well as the regulations thereunder, are complex and affect all who produce, resell, transport, or purchase gas, including the Partner- ships. Although virtually all of the Partnerships' natural gas production is not subject to price regulation, the NGA, NGPA, and FERC 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' operations and projections of future oil and gas production and revenues.
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 -- The Partnerships' 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 therewith, may increase the cost of the Partnerships' operations or may affect the Partnerships' ability to complete, in a timely fashion, existing or future activities. Management anticipates that various local, state, and federal environmental control agencies will have an increasing impact on oil and gas operations.
Insurance Coverage
The Partnerships by virtue of their Net Profits Interests are subject to all of the risks inherent in the exploration for and production of oil and gas, including blowouts, pollution, fires, and other casualties. The Partnerships maintain insurance coverage as is customary for entities of a similar size engaged in operations similar to that of the Partnerships, but losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. The occurrence of an event which is not fully covered by insurance could have a material adverse effect on the Partnerships' financial position and results of operations in that it could negatively impact the cash flow received from the net profits and royalty 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, 1996.
P/ship Number of Wells(1) ------ ------------------------------- Total Oil Gas N/A(2) ----- ----- ----- ------
P-1 4,547 1,999 917 1,631 P-2 4,701 2,027 1,037 1,637 P-3 4,701 2,027 1,037 1,637 P-4 356 117 229 10 P-5 729 227 337 165 P-6 799 243 388 168
- --------------- (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. (2) Wells which have not been designated as oil or gas.
Drilling Activities
The Partnerships' net profits interests were not burdened by any drilling activities during the year ended December 31, 1996.
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, ---------------------------------- 1996 1995 1994 ---------- ---------- ----------
Production: Oil (Bbls) 33,798 39,075 45,617 Gas (Mcf) 468,446 524,079 544,265
Oil and gas sales: Oil $ 670,897 $ 629,419 $ 677,797 Gas 911,723 704,485 863,753 --------- --------- --------- Total $1,582,620 $1,333,904 $1,541,550 ========= ========= ========= Average sales price: Per barrel of oil $19.85 $16.11 $14.86 Per Mcf of gas 1.95 1.34 1.59
Net Production Data
P-2 Partnership ---------------
Year Ended December 31, ---------------------------------- 1996 1995 1994 ---------- ---------- ----------
Production: Oil (Bbls) 24,049 28,040 32,934 Gas (Mcf) 390,047 443,985 418,655
Oil and gas sales: Oil $ 478,550 $ 453,329 $ 491,847 Gas 764,204 604,448 698,313 --------- --------- --------- Total $1,242,754 $1,057,777 $1,190,160 ========= ========= ========= Average sales price: Per barrel of oil $19.90 $16.17 $14.93 Per Mcf of gas 1.96 1.36 1.67
Net Production Data
P-3 Partnership ---------------
Year Ended December 31, ---------------------------------- 1996 1995 1994 ---------- ---------- ----------
Production: Oil (Bbls) 44,496 51,963 61,063 Gas (Mcf) 737,600 840,970 790,479
Oil and gas sales: Oil $ 885,630 $ 840,314 $ 912,173 Gas 1,441,296 1,143,030 1,323,422 --------- --------- --------- Total $2,326,926 $1,983,344 $2,235,595 ========= ========= ========= Average sales price: Per barrel of oil $19.90 $16.17 $14.94 Per Mcf of gas 1.95 1.36 1.67
Net Production Data
P-4 Partnership ---------------
Year Ended December 31, ---------------------------------- 1996 1995 1994 ---------- ---------- ----------
Production: Oil (Bbls) 22,949 28,847 34,540 Gas (Mcf) 630,841 885,642 914,352
Oil and gas sales: Oil $ 477,130 $ 505,129 $ 556,163 Gas 1,332,412 1,299,908 1,797,244 --------- --------- --------- Total $1,809,542 $1,805,037 $2,353,407 ========= ========= ========= Average sales price: Per barrel of oil $20.79 $17.51 $16.10 Per Mcf of gas 2.11 1.47 1.97
Net Production Data
P-5 Partnership ---------------
Year Ended December 31, ---------------------------------- 1996 1995 1994 ---------- ---------- ----------
Production: Oil (Bbls) 10,757 10,842 9,313 Gas (Mcf) 627,998 784,863 901,804
Oil and gas sales: Oil $ 214,553 $ 185,791 $ 145,298 Gas 1,229,170 1,061,514 1,406,503 --------- --------- --------- Total $1,443,723 $1,247,305 $1,551,801 ========= ========= ========= Average sales price: Per barrel of oil $19.95 $17.14 $15.60 Per Mcf of gas 1.96 1.35 1.56
Net Production Data
P-6 Partnership ---------------
Year Ended December 31, ---------------------------------- 1996 1995 1994 ---------- ---------- ----------
Production: Oil (Bbls) 21,377 19,149 19,711 Gas (Mcf) 1,162,652 1,380,123 1,502,411
Oil and gas sales: Oil $ 437,360 $ 318,880 $ 308,168 Gas 2,359,218 1,819,370 2,207,083 --------- --------- --------- Total $2,796,578 $2,138,250 $2,515,251 ========= ========= ========= Average sales price: Per barrel of oil $20.46 $16.65 $15.63 Per Mcf of gas 2.03 1.32 1.47
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, 1996 which were attributable to the Partnerships' Net Profits Interests. (Throughout this Annual Report, such interests will be referred to as the Partnerships' "proved reserves.") 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 Petroleum Engineers ("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 of the proved reserves was calculated on the basis of current costs and prices at December 31, 1996. Such prices were not escalated except in certain circum- stances where escalations were fixed and readily determinable in accordance with applicable contract provisions. The prices used in calculating the net present value of the proved reserves do not necessarily reflect market prices for oil and gas production subsequent to December 31, 1996. Furthermore, gas prices at December 31, 1996 were much higher than the price used for determining the net present value of proved reserves for the year ended December 31, 1995 and substantially higher than the average prices received by the Partnerships in each of the last several years. There can be no assurance that the prices used in calculating the net present value at December 31, 1996 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 the reserve estimates reported herein 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, 1996(1)
P-1 Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 2,701,360 Oil and liquids (Bbls) 251,262
Net present value (discounted at 10% per annum) $ 7,404,164
P-2 Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 2,448,132 Oil and liquids (Bbls) 185,693
Net present value (discounted at 10% per annum) $ 6,229,263
P-3 Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 4,622,201 Oil and liquids (Bbls) 344,453
Net present value (discounted at 10% per annum) $11,681,283
P-4 Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 3,123,119 Oil and liquids (Bbls) 75,797
Net present value (discounted at 10% per annum) $ 7,075,498
P-5 Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 3,261,422 Oil and liquids (Bbls) 51,531
Net present value (discounted at 10% per annum) $ 6,221,996
P-6 Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 5,483,120 Oil and liquids (Bbls) 140,380
Net present value (discounted at 10% per annum) $10,610,058
- ---------
(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 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 Southern Oklahoma Folded Belt Basin is located in southern Oklahoma, while the Permian Basin is located in west Texas and southeast New Mexico. Southern Arkansas and northern Louisiana contain the Arkla Basin. The San Juan Basin is located in northwest New Mexico and southwest Colorado.
Significant Properties ----------------------
Wells Operated by Affiliates Oil Gas Total ----------- Reserves Revenues Present Basin Wells Number % (Bbl) (Mcf) Value - ----------- ----- ------ --- -------- --------- --------- P-1 P/ship: Permian 4,320 4 -% 230,317 4,833,187 4,868,788 Anadarko 99 17 17% 6,041 2,201,293 2,217,534
P-2 P/ship: Permian 4,322 4 0% 157,410 3,303,957 3,327,206 Anadarko 99 17 17% 6,062 1,748,618 1,760,943 South. Ok. Folded Belt 29 23 79% 10,616 722,681 727,600
P-3 P/ship: Permian 4,322 4 0% 290,297 6,095,878 6,138,658 Anadarko 99 17 17% 11,387 3,252,278 3,275,323 South. Ok. Folded Belt 29 23 79% 20,883 1,420,922 1,431,177
P-4 P/ship: Gulf Coast 79 25 32% 53,038 2,886,047 2,967,058 Anadarko 67 10 15% 9,941 1,876,699 1,930,052 Arkla 40 - -% 4,084 797,302 818,822 San Juan 125 - -% 3,716 779,852 802,499
P-5 P/ship: Anadarko 159 34 21% 9,444 3,858,963 3,818,764 South. Ok. Folded Belt 98 - -% 22,827 1,146,384 1,134,357 Permian 118 27 23% 12,681 825,474 816,812
P-6 P/ship: Anadarko 159 34 21% 6,214 3,573,404 3,543,490 Permian 123 29 24% 14,973 2,764,717 2,742,059 South. Ok. Folded Belt 118 17 14% 99,128 1,689,707 1,675,973 Gulf Coast 26 7 27% 1,285 1,512,007 1,499,388
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
On December 6, 1994, the Partnerships, among other parties, were named as defendants in a lawsuit alleging causes of action based on fraud, negligent misrepresentation, breach of fiduciary duty, breach of implied covenant, and breach of contract in connection with the offer and sale of units in the Partnerships ("Units") (Marion Wolfe v. Geodyne Resources, Inc., et al. Case No. 94-059799, District Court of Harris County, Texas). The plaintiff's petition alleged that the lawsuit was being brought as a class action on behalf of the investors who purchased Units. The lawsuit has been consolidated with another lawsuit which is also pending in Harris County, Texas, Sidney Neidick, et al. v. Geodyne Resources, Inc., et al, Case No. 94-052860, District Court of Harris County, Texas. On June 7, 1995, Geodyne and the Partnerships were dismissed without prejudice as defendants in the matter. In addition, on June 7, 1995, the matter was certified as a class action. A class action notice was mailed on June 7, 1995 to all Limited Partners who are members of the class.
On November 23 and 25, 1994, Geodyne, PaineWebber Incorporated ("PaineWebber"), and certain other parties were named as defendants in two related lawsuits alleging misrepresentations made to induce investments in the Partnerships and asserting causes of action for common law fraud and deceit and unjust enrichment (Romine v. PaineWebber, Inc. et al, Case No. 94-CIV-8558, U.S. District Court, Southern District of New York and Romine v. PaineWebber, Inc., et al, Case No. 94-132844, Supreme Court of the State of New York, County of New York). The federal court case was later consolidated with other similar actions (to which Geodyne is not a party) under the title In Re: PaineWebber Limited Partnerships' Litigation (the "Federal Partnership Class Action") and was certified as a class action on May 30, 1995. A class action notice was mailed on June 7, 1995 to all members of the class. The Federal Partnership
Class Action also alleges violations of 18 U.S.C. Section 1962(c) and the Securities Exchange Act of 1934. Compensatory and punitive damages, interest, and costs have been requested in both matters. The amended complaint in the Federal Partnership Class Action no longer asserts any claim directly against Geodyne.
On January 18, 1996, PaineWebber issued a press release indicating that it had reached an agreement to settle the pending Federal Partnership Class Action along with the consolidated Neidick matter referred to above (collectively, the "PaineWebber Partnership Class Actions"), along with a settlement with the SEC and an agreement to settle with various state securities regulators. On that date, PaineWebber paid $125 million into an interest bearing account as part of a memorandum of understanding in connection with the proposed settlement (the "Settlement Fund"). The Settlement Fund applies to claims related to both the Partnerships and certain other investment programs sold by PaineWebber. In addition, PaineWebber agreed to a SEC administrative order creating a capped $40 million fund (the "SEC Claims Fund"), which is to be distributed to eligible Limited Partners by an independent administrator (the "Claims Administrator"); a civil penalty of $5 million leveled by the SEC; and payments aggregating $5 million to state securities administrators. Such settlement is not an obligation of either the Partnerships or Geodyne and, accordingly, would not affect the financial statements of the Partnerships.
In connection with the PaineWebber Partnership Class Actions, on July 17, 1996 the federal court entered a preliminary order regarding the settlement proceedings referred to above. Pursuant to that order, plaintiffs' counsel mailed to class members the Class Settlement Notice (the "Notice") and Proof of Claim. Eligible class members are generally those who purchased their Units through PaineWebber on or before December 31, 1992 and who have not (i) previously opted out of the Class, (ii) previously released PaineWebber, or (iii) finally adjudicated their claims against PaineWebber.
Plaintiffs' counsel will be responsible for allocating payments from the $125 million Settlement Fund previously funded by PaineWebber among eligible Limited Partners and investors in other unrelated PaineWebber partnerships in accordance with the settlement. The amount and date of any payment will vary depending upon many factors set forth in the Notice. It is currently expected that payments from the Settlement Fund will be made some time in 1997.
In addition, eligible Limited Partners in the Partnerships who held their Units on June 3, 1996 may be entitled to certain additional payments from an escrow fund to which PaineWebber will make payments through May 30, 2001 if spot market oil and natural gas prices as reported by the New York Mercantile Exchange fall below certain thresholds set forth in the Notice (the "Pricing Guarantee"). The threshold prices used in the Pricing Guarantee are $18.00 per barrel of oil and $1.80 per Mcf of gas. Under the Notice, PaineWebber payments, if any, made pursuant to the Pricing Guarantee will be paid to Limited Partners of record on June 30, 1996 irrespective of whether they subsequently sell/dispose of their Units to third parties. The Pricing Guarantee does NOT attach to the Units as an attribute of ownership in the Partnerships and is not an obligation of either Geodyne or the Partnerships.
A look back provision is also included in the settlement which may provide additional funds as of January 1, 2001 for eligible Limited Partners. Class members who sold their Units prior to June 30, 1996 will not be eligible for payments, if any, under the Pricing Guarantee or the look back provision.
Eligible Limited Partners were required to timely execute and return a proof of claim by January 17, 1997 in order to participate in the settlement.
In connection with the SEC Claims Fund, on April 17, 1996, PaineWebber mailed a Notice and Claim Form to each Limited Partner who purchased Units in the Partnerships through PaineWebber from January 1, 1986 to December 31, 1992. Limited Partners are not eligible to participate in the claims process if they (i) previously reached a settlement with PaineWebber or (ii) had their direct investment claim resolved by a court or in arbitration. Participation in the claims process is optional, and does not prevent a Limited Partner from pursuing any other remedy against PaineWebber that may be available. Limited Partners had until October 22, 1996 to complete the claim form and return it to the Claims Administrator. The determination of whether a Limited Partner is entitled to a recovery under the SEC Claims Fund will be based on whether or not the Claims Administrator determines that the Limited Partner's investment in the Partnerships was suitable for him at the time of purchase. In addition, if the Limited Partner has opted out of the PaineWebber Partnership Class Action and has not already settled with PaineWebber or has had a claim resolved by a court or in arbitration, the Claims Administrator will also consider allegations that misrepresentations were made in connection with the sale of the Units.
On March 20, 1997 the settlement described above was confirmed by the federal court.
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 1996.
PART II
ITEM 5.

ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of February 28, 1997, 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-1 108,074 887 P-2 90,094 663 P-3 169,637 1,510 P-4 126,306 1,006 P-5 118,449 1,074 P-6 143,041 828
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. However, the General Partner believes that these transfers 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 -----------------------
1995 1996 1997 ---------------------- --------------------- ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
P-1 $24 $24 $23 $21 $19 $17 $25 $22 $20 P-2 27 24 22 21 19 17 24 21 19 P-3 27 24 22 21 19 17 24 21 19 P-4 19 21 19 17 15 12 18 15 13 P-5 19 18 16 15 13 12 16 14 12 P-6 33 32 30 29 27 25 26 22 20
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 for the years ended December 31, 1995 and 1996 and for the first quarter of 1997:
Cash Distributions ------------------
---------------------------------- 1st 2nd 3rd 4th P/ship Quarter Quarter Quarter Quarter ------ ------- ------- ------- -------
P-1 $1.76 $1.67 $1.85 $1.71 P-2 1.61 1.44 1.44 1.55 P-3 1.56 1.62 1.47 1.56 P-4 2.26 2.30 1.62 2.18 P-5 0.93 1.86 1.65 1.35 P-6 1.08 1.47 1.89 1.29
1996 1997 ------------------------------------ ------- 1st 2nd 3rd 4th 1st P/ship Quarter Quarter Quarter Quarter Quarter ------ ------- ------- ------- --------- -------
P-1 $1.98 $2.00 $2.45 $2.98(1) $2.61(1) P-2 1.64 1.70 2.31 2.77(1) 2.36(1) P-3 1.69 1.70 2.06 2.76(1) 2.33(1) P-4 2.09 2.41 2.19 2.93(1) 2.54(1) P-5 1.40 1.61 1.85 2.01(1) 2.00(1) P-6 1.61 2.20 2.22 4.04(1) 2.09
- ----------------------- (1) Includes proceeds from the sale of Net Profits Interests.
ITEM 6.

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 most important variable affecting the Partnerships' revenues is the prices received for the sale of oil and gas. Predicting future prices is very difficult. Concerning past trends, average yearly wellhead gas prices in the United States have been relatively volatile for a number of years. For the past ten years, such prices have generally been in the $1.40 to $2.00 per Mcf range, significantly below prices received in the early 1980s. Average gas prices in the latter part of 1996 and January 1997, however, were somewhat higher than those yearly averages. It is not known whether this was a short-term trend or an indicator of potentially higher average gas prices on a longer-term basis.
Substantially all of the Partnerships' gas reserves are being sold in the "spot market." Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. 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 increased from approximately $2.00 per Mcf at December 31, 1995 to approximately $3.57 per Mcf at December 31, 1996. 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.
Due to global consumption and supply trends over the last several months, oil prices have recently been higher than the yearly average prices of the late to mid-1980s and early 1990s. It is not known whether this trend will continue. Prices for the Partnerships' oil increased from approximately $18.50 per barrel at December 31, 1995 to approximately $23.75 per barrel at December 31, 1996.
Future prices for both oil and gas will likely be different from (and may be lower than) the prices in effect on December 31, 1996. Primarily due to heating season demand, year-end prices in many past years have tended to be higher, and in some cases significantly higher, than the yearly average price actually received by the Partnerships for at least the following year. In particular, it should be noted that December 31, 1996 prices were much higher than year-end prices for the last several years and substantially higher than the average prices received in each of the last several years. It is not possible to predict whether the December 1996 pricing level is indicative of a new trend toward higher energy prices or a short- term deviation from the recent history of low to moderate prices; therefore, management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
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."
Effective October 1, 1995 the Partnerships adopted the requirements of Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long Lived Assets and Assets Held for Disposal," which is intended to establish more consistent accounting standards for measuring the recoverability of long-lived assets. SFAS No. 121 requires successful efforts companies, like the Partnerships, to evaluate the recoverability of the carrying costs of their Net Profits Interests for each field, rather than for the Partnerships' Net Profits Interests as a whole as previously allowed by the SEC. See Note 1 to the Partnerships' financial statements, included in 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 45 President and Director
Judy K. Fox 46 Secretary
The director will hold office until the next annual meeting of shareholders of Geodyne and 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 the Samson Companies in 1981, was named Senior Vice President and Director of Geodyne on March 3, 1993, and was named President of Geodyne on June 30, 1996. Prior to joining the Samson Companies, 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; President and Director of Samson Properties Incorporated, Samson Hydrocarbons Company, Dyco Petroleum Corporation, Geodyne Depositary Company, Geodyne Institutional Depositary Company, Geodyne Nominee Corporation, Berry Gas Company, Circle L Drilling Company, and Compression, Inc.; and President and Chairman of the Board of Directors of Samson Securities Company.
Judy K. Fox joined the Samson Companies in 1990 and was named Secretary of Geodyne on June 30, 1996. Prior to joining the Samson Companies, 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, Geodyne Depositary Company, Geodyne Institutional Depositary Company, Geodyne Nominee Corporation, Samson Hydrocarbons Company, and Samson Properties Incorporated.
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. The amount of general and administrative expense allocated to the General Partner and its affiliates and charged to each Partnership for the years ended December 31, 1996, 1995, and 1994 is set forth in the table below.
Partnership 1996 1995 1994 ----------- -------- -------- --------
P-1 $113,760 $113,760 $113,762 P-2 94,836 94,836 94,836 P-3 178,560 178,560 178,565 P-4 132,960 132,960 132,954 P-5 124,680 124,680 124,683 P-6 150,564 150,564 150,569
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. 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 for the years ended December 31, 1996, 1995, and 1994:
During 1994 and 1995 El Paso, an affiliate of the Partnerships until December 6, 1995, purchased a portion of the gas attributable to the Partnerships' Net Profits Interests at market prices and resold such gas directly to end-users and local distribution companies.
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.
In addition to the compensation/reimbursements noted above, during the three years ended December 31, 1996, the Samson Companies were in the business of supplying field and drilling equipment and services to affiliated and unaffiliated parties in the industry. These companies may have provided equipment and services for wells in which the Partnerships have a Net Profits Interest. These equipment and services were 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 28, 1997 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 12,278 (11.4%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 12,278 (11.4%)
P-2 Partnership: - ---------------
Samson Resources Company 6,985 ( 7.8%)
Masco Master Investment Account 21001 Van Born Road Taylor, MI 48180 10,600 (11.8%)
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) 6,985 ( 7.8%)
P-3 Partnership: - ---------------
Samson Resources Company 38,972 (23.0%)
Merced County Retirement Association Pension Trust 2222 M. Street Merced, CA 95340 10,000 ( 5.9%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 38,972 (23.0%)
P-4 Partnership: - ---------------
Samson Resources Company 9,147 ( 7.2%)
Masco Master Investment Account 21001 Van Born Road Taylor, MI 48180 10,600 ( 8.4%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 9,147 ( 7.2%)
P-5 Partnership: - ---------------
Samson Resources Company 13,400 (11.3%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 13,400 (11.3%)
P-6 Partnership: - ---------------
Samson Resources Company 10,768 ( 7.5%)
ATL, Inc. 1200 Harbor Boulevard, 5th Floor 54,887 (38.4%) Weehawken, NJ 07087
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 10,768 ( 7.5%)
Section 16(a) Beneficial Ownership Reporting Compliance
On February 1, 1996 the Board of Trustees for the Policemen and Firemen Retirement System of the City of Detroit (the "Retirement System") conveyed 54,887 (38.4%) of the Units of the P-6 Partnership to ATL, Inc. As of the date of this Annual Report, the General Partner has received no Report under Section 16 of the Securities and Exchange Act of 1934 (the "Act") from the Retirement System. The General Partner believes that the Retirement System's transaction was not timely reported under Section 16 of the Act. In addition, on March 11, 1996, the General Partner received ATL, Inc.'s Initial Statement of Beneficial Ownership of Securities on Form 3 by way of cover letter dated March 8, 1996. The General Partner believes ATL's transaction was not timely reported under Section 16 of the Act.
To the best knowledge of the Partnerships and the General Partner, there were no other officers, directors, or ten percent owners who were delinquent filers of reports required under Section 16 of the Act.
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 the Samson Companies. The Partnerships thus compete with the Samson Companies (including other currently sponsored oil and gas partnerships) for the time and resources of such personnel. The Samson Companies devote such time and personnel to the management of the Partnerships as are indicated by the circumstances and as are con- sistent 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 interest payable to the Partnerships. These costs are thus indirectly borne by the Partnership.
As a result of Samson Investment Company's ("Samson") acquisition of the General Partner and its affiliates, Samson, PaineWebber, and the General Partner and certain of its affiliates entered into an advisory agreement which relates primarily to the Partnerships. PaineWebber served as the dealer manager of the original offering of Units. The Advisory Agreement will expire on March 3, 1998. The Advisory Agreement provides that: (i) Samson and the General Partner will comply, and will cause the Partnerships to comply, with provisions of the Partnership Agreements (including all restrictions, prohibitions, and other provisions of such agreements concerning transactions in which Samson or its affiliates purchase or sell properties from or to, or render services to, the Partnerships and the terms of such agreements relating to farmouts of oil and gas proper- ties), and Samson will cause the General Partner to comply with all applicable fiduciary duties; (ii) Samson will review periodically with PaineWebber on a retrospective basis the general operations and performance of the Partnerships and the terms of any material transaction by a Partnership, including any transaction that involves participation by the Samson Companies; and (iii) Samson will review with PaineWebber on a prospective basis, and will allow PaineWebber to advise Samson and to comment on, (A) any General Partner-initiated amendment to a Partnership Agreement which requires a vote of the Limited Partners and (B) any proposal initiated by the General Partner or any of its affiliates that would involve a reorganization, merger, or consolidation of a Partnership, a sale of all or substantially all of the assets of a Partnership (including a roll-up or corporate stock exchange), the liquidation or dissolution of a Partnership, or the exchange of cash, securities, or other assets for all or any outstanding Units.
In addition, the Advisory Agreement provides, among other things, that: (i) Samson will cause the General Partner to offer to repurchase Units at a price to be calculated in accordance with certain guidelines and to be paid in cash or a combination of cash and certain securities, all subject to certain limitations and restrictions; (ii) Samson will provide PaineWebber certain information relating to the Partnerships and the Limited Partners; (iii) Samson and the General partner will maintain an "800" investor services telephone number; (iv) Samson and the General Partner will take certain actions with respect to oil and gas properties held by nominees, insurance maintained by the Partnerships, approval as to transfers of interests in the Partnerships, and the selection of independent reserve engineers; (v) Samson and the General Partner acknowledge the standing of PaineWebber to institute actions, subject to certain limitations, in connection with the Advisory Agreement on behalf of the Limited Partners; and (vi) if Samson proposes a consolidation, merger, or exchange offer involving any limited partnership managed by Samson, it will propose to include all of the Partnerships in such transaction or provide a statement to PaineWebber as to the reasons why some or all of the Partnerships are not included in such transaction.
Pursuant to the Advisory Agreement, the General Partner has agreed to reimburse PaineWebber for all reasonable expenses incurred by it in connection with the matters contemplated by the Advisory Agreement, and Samson has agreed to indemnify PaineWebber and certain related parties from certain liabilities incurred in connection with the Advisory Agreement.
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 or royalty interests. Because affiliates of the Partnerships who provide services to the owners of the working interests underlying the Partnerships' Net Profits Interests have fiduciary or other duties to other members of the Samson Companies, 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 the Samson Companies. 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 the Samson Companies. For a description of certain of the relationships and related transactions see "Item 11. Executive Compensation."
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, 1996 and 1995 and for each of the three years in the period ended December 31, 1996 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:
4.1 The Certificate and Agreements of Limited Partnership for the following Partnerships have been previously filed with the SEC as Exhibit 2.1 to Form 8-A filed by each Partnership on the dates shown below and are hereby incorporated by reference.
Partnership Filing Date File No. ----------- ----------- --------
P-1 June 5, 1989 0-17800 P-2 June 5, 1989 0-17800 P-3 February 20, 1990 0-18306 P-4 February 20, 1990 0-18306 P-5 November 13, 1990 0-18637 P-6 November 30, 1990 0-18937
4.2 The Agreements of Partnership for the following NPI Partnerships have been previously filed with the SEC as Exhibit 2.2 to Form 8-A filed by the related Partnerships on the dates shown below and are hereby incorporated by reference.
Form 8-A Partnership Filing Date ----------- -----------------
P-1 June 5, 1989 P-2 June 5, 1989 P-3 February 20, 1990 P-4 February 20, 1990 P-5 June 11, 1990 P-6 December 10, 1990
4.3 Advisory Agreement dated as of November 24, 1992 between Samson, PaineWebber, Geodyne Resources, Geodyne Properties, Inc., Geodyne Production Company, and Geodyne Energy Company filed as Exhibit 28.3 to Registrants' Current Report on Form 8-K filed with the SEC on December 24, 1992 and is hereby incorporated by reference.
4.4 Second Amendment to Agreement of Limited Partner- ship of Geodyne Institutional/Pension Energy Income P-1 Limited Partnership, filed as Exhibit 4.1 to Registrants' Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.5 Second Amendment to Agreement of Limited Partner- ship of Geodyne Institutional/Pension Energy Income P-2 Limited Partnership, filed as Exhibit 4.2 to Registrants' Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.6 Second Amendment to Agreement of Limited Partner- ship of Geodyne Institutional/Pension Energy Income Limited Partnership P-3, filed as Exhibit 4.3 to Registrants' Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.7 Second Amendment to Agreement of Limited Partner- ship of Geodyne Institutional/Pension Energy Income Limited Partnership P-4, filed as Exhibit 4.4 to Registrants' Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.8 Second Amendment to Agreement of Limited Partner- ship of Geodyne Institutional/Pension Energy Income Limited Partnership P-5, filed as Exhibit 4.5 to Registrants' Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.9 Second Amendment to Agreement of Limited Partner- ship of Geodyne Institutional/Pension Energy Income Limited Partnership P-6, filed as Exhibit 4.6 to Registrants' Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.10 Third Amendment to Agreement of Limited Part- nership of Geodyne Institutional/Pension Energy Income P-1 Limited Partnership, filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC April 1, 1996 and is hereby incorporated by reference.
4.11 Third Amendment to Agreement of Limited Part- nership of Geodyne Institutional/Pension Energy Income P-2 Limited Partnership, filed as Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 1, 1996 and is hereby incorporated by reference.
4.12 Third Amendment to Agreement of Limited Part- nership of Geodyne Institutional/Pension Energy Income Limited Partnership P-3, filed as Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 1, 1996 and is hereby incorporated by reference.
4.13 Third Amendment to Agreement of Limited Part- nership of Geodyne Institutional/Pension Energy Income Limited Partnership P-4, filed as Exhibit 4.13 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 1, 1996 and is hereby incorporated by reference.
4.14 Third Amendment to Agreement of Limited Part- nership of Geodyne Institutional/Pension Energy Income Limited Partnership P-5, filed as Exhibit 4.14 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 1, 1996 and is hereby incorporated by reference.
4.15 Third Amendment to Agreement of Limited Part- nership of Geodyne Institutional/Pension Energy Income Limited Partnership P-6, filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 1, 1996 and is hereby incorporated by reference.
* 23.1 Consent of Ryder Scott Company, Petroleum Engineers for the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership.
* 23.2 Consent of Ryder Scott Company, Petroleum Engineers for the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership.
* 23.3 Consent of Ryder Scott Company, Petroleum Engineers for the Geodyne Institutional/Pension Energy Income Limited Partnership P-3.
* 23.4 Consent of Ryder Scott Company, Petroleum Engineers for the Geodyne Institutional/Pension Energy Income Limited Partnership P-4.
* 23.5 Consent of Ryder Scott Company, Petroleum Engineers for the Geodyne Institutional/Pension Energy Income Limited Partnership P-5.
* 23.6 Consent of Ryder Scott Company, Petroleum Engineers for the Geodyne Institutional/Pension Energy Income Limited Partnership P-6.
* 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership's financial statements as of December 31, 1996 and for the year ended December 31, 1996.
* 27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership's financial statements as of December 31, 1996 and for the year ended December 31, 1996.
* 27.3 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-3's financial statements as of December 31, 1996 and for the year ended December 31, 1996.
* 27.4 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-4's financial statements as of December 31, 1996 and for the year ended December 31, 1996.
* 27.5 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-5's financial statements as of December 31, 1996 and for the year ended December 31, 1996.
* 27.6 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-6's financial statements as of December 31, 1996 and for the year ended December 31, 1996.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
(b) Reports on Form 8-K for the fourth quarter of 1996:
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
By: GEODYNE RESOURCES, INC. General Partner March 26, 1997
By: /s/Dennis R. Neill ------------------------------ Dennis R. Neill President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 26, 1997 ------------------- Director (Principal Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 26, 1997 ------------------- Financial and Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 26, 1997 ------------------- Judy K. Fox
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-2 LIMITED PARTNERSHIP
By: GEODYNE RESOURCES, INC. General Partner March 26, 1997
By: /s/Dennis R. Neill ------------------------------ Dennis R. Neill President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 26, 1997 ------------------- Director (Principal Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 26, 1997 ------------------- Financial and Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 26, 1997 ------------------- Judy K. Fox
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 LIMITED PARTNERSHIP P-3
By: GEODYNE RESOURCES, INC. General Partner March 26, 1997
By: /s/Dennis R. Neill ------------------------------ Dennis R. Neill President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 26, 1997 ------------------- Director (Principal Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 26, 1997 ------------------- Financial and Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 26, 1997 ------------------- Judy K. Fox
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 LIMITED PARTNERSHIP P-4
By: GEODYNE RESOURCES, INC. General Partner March 26, 1997
By: /s/Dennis R. Neill ------------------------------ Dennis R. Neill President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 26, 1997 ------------------- Director (Principal Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 26, 1997 ------------------- Financial and Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 26, 1997 ------------------- Judy K. Fox
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 LIMITED PARTNERSHIP P-5
By: GEODYNE RESOURCES, INC. General Partner March 26, 1997
By: /s/Dennis R. Neill ------------------------------ Dennis R. Neill President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 26, 1997 ------------------- Director (Principal Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 26, 1997 ------------------- Financial and Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 26, 1997 ------------------- Judy K. Fox
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 LIMITED PARTNERSHIP P-6
By: GEODYNE RESOURCES, INC. General Partner March 26, 1997
By: /s/Dennis R. Neill ------------------------------ Dennis R. Neill President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 26, 1997 ------------------- Director (Principal Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 26, 1997 ------------------- Financial and Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 26, 1997 ------------------- 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
We have audited the combined balance sheets 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, as of December 31, 1996 and 1995 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1996, 1995, and 1994. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership and Geodyne NPI Partnership P-1 at December 31, 1996 and 1995 and the combined results of their operations and cash flows for the years ended December 31, 1996, 1995, and 1994, in conformity with generally accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership and Geodyne NPI Partnership P-1 changed their method of accounting for impairment of their Net Profits Interests as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma March 22, 1997
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-1 Combined Balance Sheets December 31, 1996 and 1995
ASSETS ------
1996 1995 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 293,296 $ 241,524 Accounts receivable: Net Profits 257,458 221,147 --------- ---------
Total current assets $ 550,754 $ 462,671
NET PROFITS INTERESTS, net, utilizing the successful efforts method 2,680,005 3,026,259 --------- ---------
$3,230,759 $3,488,930 ========= =========
PARTNERS' CAPITAL (DEFICIT) ---------------------------
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 62,666) ($ 48,322) Limited Partners, issued and outstanding, 108,074 Units 3,293,425 3,537,252 --------- ---------
Total Partners' capital $3,230,759 $3,488,930 --------- ---------
$3,230,759 $3,488,930 ========= =========
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, 1996, 1995, and 1994
1996 1995 1994 ------------ ------------ ------------ REVENUES: Net Profits $1,191,311 $935,026 $1,089,659 Interest income 9,643 8,151 6,528 Gain on sale of Net Profits Interests 80,721 7,144 7,048 --------- ------- --------- $1,281,675 $950,321 $1,103,235
COSTS AND EXPENSES: Depletion of Net Profits Interests $ 324,506 $698,380 $1,017,309 Impairment Provision - 86,264 - General and administrative 130,147 126,220 129,791 --------- ------- --------- $ 454,653 $910,864 $1,147,100 --------- ------- ---------
NET INCOME (LOSS) $ 827,022 $ 39,457 ($ 43,865) ========== ======= ========= GENERAL PARTNER - NET INCOME $ 53,849 $ 33,359 $ 38,499 ========= ======= ========= LIMITED PARTNERS - NET INCOME (LOSS) $ 773,173 $ 6,098 ($ 82,364) ========= ======= ========= NET INCOME (LOSS) per Unit $ 7.15 $ .06 ($ .76) ========= ======= ========= 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, 1996, 1995, and 1994
Limited General Partners Partner Combined ------------ --------- ------------
Balance, December 31, 1993 $5,298,518 ($30,180) $5,268,338 Net income (loss) ( 82,364) 38,499 ( 43,865) Cash distributions ( 930,000) ( 51,000) ( 981,000) --------- ------ ---------
Balance, December 31, 1994 $4,286,154 ($42,681) $4,243,473 Net income 6,098 33,359 39,457 Cash distributions ( 755,000) ( 39,000) ( 794,000) --------- ------ ---------
Balance, December 31, 1995 $3,537,252 ($48,322) $3,488,930 Net income 773,173 53,849 827,022 Cash distributions ( 1,017,000) ( 68,193) ( 1,085,193) --------- ------ --------- Balance, December 31, 1996 $3,293,425 ($62,666) $3,230,759 ========= ====== =========
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, 1996, 1995, and 1994
1996 1995 1994 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 827,022 $ 39,457 ($ 43,865) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of Net Profits Interests 324,506 698,380 1,017,309 Impairment Provision - 86,264 - Gain on sale of Net Profits Interests ( 80,721) ( 7,144) ( 7,048) Increase in accounts receivable ( 36,311) ( 34,097) ( 66,503) --------- ------- ---------
Net cash provided by operating activities $1,034,496 $782,860 $ 899,893 --------- ------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 12,540) ($ 4,566) ($ 15,149) Proceeds from sale of Net Profits Interests 115,009 30,046 19,794 --------- ------- ---------
Net cash provided by investing activities $ 102,469 $ 25,480 $ 4,645 --------- ------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,085,193) ($794,000) ($ 981,000) --------- ------- --------- Net cash used by financing activities ($1,085,193) ($794,000) ($ 981,000) --------- ------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 51,772 $ 14,340 ($ 76,462)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 241,524 227,184 303,646 --------- ------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 293,296 $241,524 $ 227,184 ========= ======= =========
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
We have audited the combined balance sheets 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, as of December 31, 1996 and 1995 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1996, 1995, and 1994. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership and Geodyne NPI Partnership P-2 at December 31, 1996 and 1995 and the combined results of their operations and cash flows for the years ended December 31, 1996, 1995, and 1994, in conformity with generally accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership and Geodyne NPI Partnership P-2 changed their method of accounting for impairment of their Net Profits Interests as of October 1, 1995.
COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma March 22, 1997
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 Combined Balance Sheets December 31, 1996 and 1995
ASSETS ------
1996 1995 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 222,506 $ 167,791 Accounts receivable: General Partner 8,376 - Net Profits 203,287 176,041 --------- ---------
Total current assets $ 434,169 $ 343,832
NET PROFITS INTERESTS, net, utilizing the successful efforts method 2,201,380 2,510,707 --------- ---------
$2,635,549 $2,854,539 ========= =========
PARTNERS' CAPITAL (DEFICIT) ---------------------------
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 57,428) ($ 46,190) Limited Partners, issued and outstanding, 90,094 Units 2,692,977 2,900,729 --------- ---------
Total Partners' capital $2,635,549 $2,854,539 --------- ---------
$2,635,549 $2,854,539 ========= =========
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, 1996, 1995, and 1994
1996 1995 1994 ---------- ---------- ---------- REVENUES: Net Profits $911,429 $715,608 $786,768 Interest income 7,216 5,184 4,824 Gain (loss) on sale of Net Profits Interests 57,048 13,376 ( 5,749) ------- ------- -------
$975,693 $734,168 $785,843
COSTS AND EXPENSES: Depletion of Net Profits Interests $275,464 $605,201 $749,970 Impairment provision - 182,970 - General and administrative 108,749 105,286 108,596 ------- ------- ------- $384,213 $893,457 $858,566 ------- ------- -------
NET INCOME (LOSS) $591,480 ($159,289) ($ 72,723) ======= ======= ======= GENERAL PARTNER - NET INCOME $ 40,232 $ 23,562 $ 26,363 ======= ======= ======= LIMITED PARTNERS - NET INCOME (LOSS) $551,248 ($182,851) ($ 99,086) ======= ======= ======= NET INCOME (LOSS) per Unit $ 6.12 ($ 2.03) ($ 1.10) ======= ======= ======= 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, 1996, 1995, and 1994
Limited General Partners Partner Combined ------------ --------- ------------
Balance, December 31, 1993 $4,507,666 ($24,615) $4,483,051 Net income (loss) ( 99,086) 26,363 ( 72,723) Cash distributions ( 780,000) ( 44,000) ( 824,000) --------- ------ ---------
Balance, December 31, 1994 $3,628,580 ($42,252) $3,586,328 Net income (loss) ( 182,851) 23,562 ( 159,289) Cash distributions ( 545,000) ( 27,500) ( 572,500) --------- ------ ---------
Balance, December 31, 1995 $2,900,729 ($46,190) $2,854,539 Net income 551,248 40,232 591,480 Cash distributions ( 759,000) ( 51,470) ( 810,470) --------- ------ ---------
Balance, December 31, 1996 $2,692,977 ($57,428) $2,635,549 ========= ====== =========
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, 1996, 1995, and 1994
1996 1995 1994 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $591,480 ($159,289) ($ 72,723) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of Net Profits Interests 275,464 605,201 749,970 Impairment provision - 182,970 - (Gain) loss on sale of Net Profits Interests ( 57,048) ( 13,376) 5,749 (Increase) decrease in accounts receivable -General Partner ( 8,376) - - (Increase) decrease in accounts receivable - Net Profits ( 27,246) ( 39,805) 36,284 ------- ------- -------
Net cash provided by operating activities $774,274 $575,701 $719,280 ------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 6,613) ($ 9,877) ($ 20,511) Proceeds from sale of Net Profits Interests 97,524 36,381 1,502 ------- ------- -------
Net cash provided (used) by investing activities $ 90,911 $ 26,504 ($ 19,009) ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($810,470) ($572,500) ($824,000) ------- ------- ------- Net cash used by financing activities ($810,470) ($572,500) ($824,000) ------- ------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 54,715 $ 29,705 ($123,729)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 167,791 138,086 261,815 ------- ------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $222,506 $167,791 $138,086 ======= ======= =======
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
We have audited the combined balance sheets 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, as of December 31, 1996 and 1995 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1996, 1995, and 1994. These financial statements are the responsi- bility of the Partnerships' management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Institutional/Pension Energy Income Limited Partnership P-3 and Geodyne NPI Partnership P-3 at December 31, 1996 and 1995 and the combined results of their operations and cash flows for the years ended December 31, 1996, 1995, and 1994, in conformity with generally accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the Geodyne Institutional/Pension Energy Income P-3 Limited Partnership and Geodyne NPI Partnership P-3 changed their method of accounting for impairment of their Net Profits Interests as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma March 22, 1997
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 Combined Balance Sheets December 31, 1996 and 1995
ASSETS ------
1996 1995 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 415,354 $ 296,629 Accounts receivable: General Partner 16,473 - Net Profits 379,725 318,575 --------- ---------
Total current assets $ 811,552 $ 615,204
NET PROFITS INTERESTS, net, utilizing the successful efforts method 4,156,531 4,740,639 --------- ---------
$4,968,083 $5,355,843 ========= =========
PARTNERS' CAPITAL (DEFICIT) ---------------------------
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 107,085) ($ 86,631) Limited Partners, issued and outstanding, 169,637 Units 5,075,168 5,442,474 --------- ---------
Total Partners' capital $4,968,083 $5,355,843 --------- ---------
$4,968,083 $5,355,843 ========= =========
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, 1996, 1995, and 1994
1996 1995 1994 ------------ ------------ ------------ REVENUES: Net Profits $1,706,259 $1,327,052 $1,472,407 Interest income 12,976 10,368 9,129 Gain (loss) on sale of Net Profits Interests 105,977 16,231 ( 18,646) --------- --------- ---------
$1,825,212 $1,353,651 $1,462,890
COSTS AND EXPENSES: Depletion of Net Profits Interests $ 521,166 $1,147,906 $1,394,108 Impairment provision - 377,983 - General and administrative 204,160 199,113 202,908 --------- --------- --------- $ 725,326 $1,725,002 $1,597,016 --------- --------- ---------
NET INCOME (LOSS) $1,099,886 ($ 371,351) ($ 134,126) ========= ========= ========= GENERAL PARTNER - NET INCOME $ 75,192 $ 42,468 $ 49,058 ========= ========= ========= LIMITED PARTNERS - NET INCOME (LOSS) $1,024,694 ($ 413,819) ($ 183,184) ========= ========= ========= NET INCOME (LOSS) per Unit $ 6.04 ($ 2.44) ($ 1.08) ========= ========= ========= 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, 1996, 1995, and 1994
Limited General Partners Partner Combined ------------- ---------- ------------
Balance, Dec. 31, 1993 $ 8,554,477 ($ 46,157) $8,508,320 Net income (loss) ( 183,184) 49,058 ( 134,126) Cash distributions ( 1,460,000) ( 78,000) ( 1,538,000) ---------- ------- ---------
Balance, Dec. 31, 1994 $ 6,911,293 ($ 75,099) $6,836,194 Net income (loss) ( 413,819) 42,468 ( 371,351) Cash distributions ( 1,055,000) ( 54,000) ( 1,109,000) ---------- ------- ---------
Balance, Dec. 31, 1995 $ 5,442,474 ($ 86,631) $5,355,843 Net income 1,024,694 75,192 1,099,886 Cash distributions ( 1,392,000) ( 95,646) ( 1,487,646) ---------- ------- ---------
Balance, Dec. 31, 1996 $ 5,075,168 ($107,085) $4,968,083 ========== ======= =========
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, 1996, 1995, and 1994
1996 1995 1994 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $1,099,886 ($ 371,351) ($ 134,126) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of Net Profits Interests 521,166 1,147,906 1,394,108 Impairment provision - 377,983 - (Gain) loss on sale of Net Profits Interests ( 105,977) ( 16,231) 18,646 (Increase) decrease in accounts receivable - Net Profits ( 61,150) ( 67,313) 72,737 (Increase) decrease in accounts receivable -General Partner ( 16,473) - - --------- --------- ---------
Net cash provided by operating activities $1,437,452 $1,070,994 $1,351,365 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 12,220) ($ 19,116) ($ 39,265) Proceeds from sale of Net Profits Interests 181,139 68,171 2,730 --------- --------- ---------
Net cash provided (used) by investing activities $ 168,919 $ 49,055 ($ 36,535) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,487,646) ($1,109,000) ($1,538,000) --------- --------- ---------
Net cash used by financing activities ($1,487,646) ($1,109,000) ($1,538,000) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 118,725 $ 11,049 ($ 223,170)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 296,629 285,580 508,750 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 415,354 $ 296,629 $ 285,580 ========= ========= =========
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
We have audited the combined balance sheets 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, as of December 31, 1996 and 1995 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1996, 1995, and 1994. These financial statements are the responsi- bility of the Partnerships' management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Institutional/Pension Energy Income Limited Partnership P-4 and Geodyne NPI Partnership P-4 at December 31, 1996 and 1995 and the combined results of their operations and cash flows for the years ended December 31, 1996, 1995, and 1994, in conformity with generally accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the Geodyne Institutional/Pension Energy Income P-4 Limited Partnership and Geodyne NPI Partnership P-4 changed their method of accounting for impairment of their Net Profits Interests as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma March 22, 1997
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 Combined Balance Sheets December 31, 1996 and 1995
ASSETS ------
1996 1995 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 345,876 $ 288,117 Accounts receivable: Net Profits 369,940 352,907 --------- ---------
Total current assets $ 715,816 $ 641,024
NET PROFITS INTERESTS, net, utilizing the successful efforts method 2,567,661 3,299,455 --------- ---------
$3,283,477 $3,940,479 ========= =========
PARTNERS' CAPITAL (DEFICIT) ---------------------------
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 81,373) ($ 54,546) Limited Partners, issued and outstanding, 126,306 Units 3,364,850 3,995,025 --------- ---------
Total Partners' capital $3,283,477 $3,940,479 --------- ---------
$3,283,477 $3,940,479 ========= =========
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, 1996, 1995, and 1994
1996 1995 1994 ------------ ------------ ------------ REVENUES: Net Profits $1,373,635 $1,251,153 $1,779,306 Interest income 11,768 12,458 17,220 Loss on sale of Net Profits Interests ( 52,591) ( 508) ( 2,030) --------- --------- ---------
$1,332,812 $1,263,103 $1,794,496
COSTS AND EXPENSES: Depletion of Net Profits Interests $ 540,791 $ 990,870 $1,731,821 Impairment provision - 581,036 - General and administrative 154,265 147,935 150,583 --------- --------- --------- $ 695,056 $1,719,841 $1,882,404 --------- --------- ---------
NET INCOME (LOSS) $ 637,756 ($ 456,738) ($ 87,908) ========= ========= ========= GENERAL PARTNER - NET INCOME $ 52,931 $ 40,039 $ 64,877 ========= ========= ========= LIMITED PARTNERS - NET INCOME (LOSS) $ 584,825 ($ 496,777) ($ 152,785) ========= ========= ========= NET INCOME (LOSS) per Unit $ 4.63 ($ 3.93) ($ 1.21) ========= ========= ========= 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, 1996, 1995, and 1994
Limited General Partners Partner Combined ------------ ---------- ------------
Balance, December 31, 1993 $7,609,587 ($ 2,462) $7,607,125 Net income (loss) ( 152,785) 64,877 ( 87,908) Cash distributions ( 1,910,000) ( 103,000) ( 2,013,000) --------- ------- ---------
Balance, December 31, 1994 $5,546,802 ($ 40,585) $5,506,217 Net income (loss) ( 496,777) 40,039 ( 456,738) Cash distributions ( 1,055,000) ( 54,000) ( 1,109,000) --------- ------- ---------
Balance, December 31, 1995 $3,995,025 ($ 54,546) $3,940,479 Net income 584,825 52,931 637,756 Cash distributions ( 1,215,000) ( 79,758) ( 1,294,758) --------- ------- ---------
Balance, December 31, 1996 $3,364,850 ($ 81,373) $3,283,477 ========= ======= =========
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, 1996, 1995, and 1994
1996 1995 1994 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 637,756 ($ 456,738) ($ 87,908) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of Net Profits Interests 540,791 990,870 1,731,821 Impairment provision - 581,036 - (Gain) loss on sale of Net Profits Interests 52,591 508 2,030 (Increase) decrease in accounts receivable ( 17,033) ( 139,959) 166,198 --------- --------- ---------
Net cash provided by operating activities $1,214,105 $ 975,717 $1,812,141 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 804) ($ 19,172) ($ 15,542) Proceeds from sale of Net Profits Interests 139,216 9,907 1,038 --------- --------- ---------
Net cash provided (used) by investing activities $ 138,412 ($ 9,265) ($ 14,504) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,294,758) ($1,109,000) ($2,013,000) --------- --------- ---------
Net cash used by financing activities ($1,294,758) ($1,109,000) ($2,013,000) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 57,759 ($ 142,548) ($ 215,363)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 288,117 430,665 646,028 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 345,876 $ 288,117 $ 430,665 ========= ========= =========
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
We have audited the combined balance sheets 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, as of December 31, 1996 and 1995 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1996, 1995, and 1994. These financial statements are the responsi- bility of the Partnerships' management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Institutional/Pension Energy Income Limited Partnership P-5 and Geodyne NPI Partnership P-5 at December 31, 1996 and 1995 and the combined results of their operations and cash flows for the years ended December 31, 1996, 1995, and 1994, in conformity with generally accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the Geodyne Institutional/Pension Energy Income P-5 Limited Partnership and Geodyne NPI Partnership P-5 changed their method of accounting for impairment of their Net Profits Interests as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma March 22, 1997
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 Combined Balance Sheets December 31, 1996 and 1995
ASSETS ------
1996 1995 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 247,540 $ 167,076 Accounts receivable: Net Profits 209,058 150,207 --------- ---------
Total current assets $ 456,598 $ 317,283
NET PROFITS INTERESTS, net, utilizing the successful efforts method 2,536,590 2,908,234 --------- ---------
$2,993,188 $3,225,517 ========= =========
PARTNERS' CAPITAL (DEFICIT) ---------------------------
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 60,088) ($ 48,425) Limited Partners, issued and outstanding, 118,449 Units 3,053,276 3,273,942 --------- ---------
Total Partners' capital $2,993,188 $3,225,517 --------- ---------
$2,993,188 $3,225,517 ========= =========
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, 1996, 1995, and 1994
1996 1995 1994 ------------ ------------ ------------ REVENUES: Net Profits $1,112,631 $ 938,957 $1,180,970 Interest income 7,595 8,722 10,217 Gain (loss) on sale of Net Profits Interests 30,479 1,364 ( 1,216) --------- --------- ---------
$1,150,705 $ 949,043 $1,189,971
COSTS AND EXPENSES: Depletion of Net Profits Interests $ 368,974 $ 785,795 $1,645,268 Impairment provision - 194,933 1,191,000 General and administrative 142,033 138,959 141,316 --------- --------- --------- $ 511,007 $1,119,687 $2,977,584 --------- --------- ---------
NET INCOME (LOSS) $ 639,698 ($ 170,644) ($1,787,613) ========= ========= ========= GENERAL PARTNER - NET INCOME $ 46,364 $ 30,697 $ 24,070 ========= ========= ========= LIMITED PARTNERS - NET INCOME (LOSS) $ 593,334 ($ 201,341) ($1,811,683) ========= ========= ========= NET INCOME (LOSS) per Unit $ 5.01 ($ 1.70) ($ 15.30) ========= ========= ========= 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, 1996, 1995, and 1994
Limited General Partners Partner Combined ------------ ---------- ------------
Balance, December 31, 1993 $7,036,966 ($ 9,192) $7,027,774 Net income (loss) ( 1,811,683) 24,070 ( 1,787,613) Cash distributions ( 1,065,000) ( 59,500) ( 1,124,500) --------- ------ ---------
Balance, December 31, 1994 $4,160,283 ($44,622) $4,115,661 Net income (loss) ( 201,341) 30,697 ( 170,644) Cash distributions ( 685,000) ( 34,500) ( 719,500) --------- ------ ---------
Balance, December 31, 1995 $3,273,942 ($48,425) $3,225,517 Net income 593,334 46,364 639,698 Cash distributions ( 814,000) ( 58,027) ( 872,027) --------- ------ ---------
Balance, December 31, 1996 $3,053,276 ($60,088) $2,993,188 ========= ====== =========
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, 1996, 1995, and 1994
1996 1995 1994 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $639,698 ($ 170,644) ($1,787,613) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of Net Profits Interests 368,974 785,795 1,645,268 Impairment provision - 194,933 1,191,000 (Gain) loss on sale of Net Profits Interests ( 30,479) ( 1,364) 1,216 Increase in accounts receivable ( 58,851) ( 34,700) ( 115,507) Decrease in accounts payable - - ( 22,488) ------- --------- ---------
Net cash provided by operating activities $919,342 $ 774,020 $ 911,876 ------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 2,807) ($ 29,603) ($ 44,895) Proceeds from sale of Net Profits Interests 35,956 1,557 152 ------- --------- ---------
Net cash provided (used) by investing activities $ 33,149 ($ 28,046) ($ 44,743) ------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($872,027) ($ 719,500) ($1,124,500) ------- --------- ---------
Net cash used by financing activities ($872,027) ($ 719,500) ($1,124,500) ------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 80,464 $ 26,474 ($ 257,367)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 167,076 140,602 397,969 ------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $247,540 $ 167,076 $ 140,602 ======= ========= =========
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
We have audited the combined balance sheets 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, as of December 31, 1996 and 1995 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1996, 1995, and 1994. These financial statements are the responsi- bility of the Partnerships' management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Institutional/Pension Energy Income Limited Partnership P-6 and Geodyne NPI Partnership P-6 at December 31, 1996 and 1995 and the combined results of their operations and cash flows for the years ended December 31, 1996, 1995, and 1994, in conformity with generally accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the Geodyne Institutional/Pension Energy Income P-6 Limited Partnership and Geodyne NPI Partnership P-6 changed their method of accounting for impairment of their Net Profits Interests as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma March 22, 1997
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 Combined Balance Sheets December 31, 1996 and 1995
ASSETS ------
1996 1995 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 319,699 $ 254,180 Accounts receivable: Net Profits 428,072 231,575 --------- ---------
Total current assets $ 747,771 $ 485,755
NET PROFITS INTERESTS, net, utilizing the successful efforts method 3,966,906 4,684,277 --------- ---------
$4,714,677 $5,170,032 ========= =========
PARTNERS' CAPITAL (DEFICIT) ---------------------------
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 59,021) ($ 47,281) Limited Partners, issued and outstanding, 143,041 Units 4,773,698 5,217,313 --------- ---------
Total Partners' capital $4,714,677 $5,170,032 --------- ---------
$4,714,677 $5,170,032 ========= =========
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, 1996, 1995, and 1994
1996 1995 1994 ------------ ------------ ------------ REVENUES: Net Profits $2,002,957 $1,284,185 $1,487,321 Interest income 13,419 10,768 13,160 Gain (loss) on sale of Net Profits Interests 24,815 6,045 ( 319) --------- --------- ---------
$2,041,191 $1,300,998 $1,500,162
COSTS AND EXPENSES: Depletion of Net Profits Interests $ 788,251 $1,520,338 $1,623,752 Impairment provision - 478,168 - General and administrative 171,630 173,446 172,922 --------- --------- --------- $ 959,881 $2,171,952 $1,796,674 --------- --------- ---------
NET INCOME (LOSS) $1,081,310 ($ 870,954) ($ 296,512) ========= ========= ========= GENERAL PARTNER - NET INCOME $ 84,925 $ 36,393 $ 50,124 ========= ========= ========= LIMITED PARTNERS - NET INCOME (LOSS) $ 996,385 ($ 907,347) ($ 346,636) ========= ========= ========= NET INCOME (LOSS) per Unit $ 6.97 ($ 6.34) ($ 2.42) ========= ========= ========= 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, 1996, 1995, and 1994
Limited General Partners Partner Combined ------------ ---------- ------------
Balance, Dec. 31, 1993 $8,651,296 ($21,298) $8,629,998 Net income (loss) ( 346,636) 50,124 ( 296,512) Cash distributions ( 1,360,000) ( 70,000) ( 1,430,000) --------- ------ ---------
Balance, Dec. 31, 1994 $6,944,660 ($41,174) $6,903,486 Net income (loss) ( 907,347) 36,393 ( 870,954) Cash distributions ( 820,000) ( 42,500) ( 862,500) --------- ------ ---------
Balance, Dec. 31, 1995 $5,217,313 ($47,281) $5,170,032 Net income 996,385 84,925 1,081,310 Cash distributions ( 1,440,000) ( 96,665) ( 1,536,665) ---------- ------ ---------
Balance, Dec. 31, 1996 $4,773,698 ($59,021) $4,714,677 ========= ====== =========
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, 1996, 1995, and 1994
1996 1995 1994 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $1,081,310 ($ 870,954) ($ 296,512) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of Net Profits Interests 788,251 1,520,338 1,623,752 Impairment provision - 478,168 - (Gain) loss on sale of Net Profits Interests ( 24,815) ( 6,045) 319 Increase in accounts receivable ( 196,497) ( 177,962) ( 53,613) Decrease in accounts payable - - ( 46,188) --------- --------- ---------
Net cash provided by operating activities $1,648,249 $ 943,545 $1,227,758 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 73,296) ($ 50,621) ($ 66,775) Proceeds from sale of Net Profits Interests 27,231 10,790 216 --------- --------- ---------
Net cash used by investing activities ($ 46,065) ($ 39,831) ($ 66,559) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,536,665) ($ 862,500) ($1,430,000) --------- --------- ---------
Net cash used by financing activities ($1,536,665) ($ 862,500) ($1,430,000) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 65,519 $ 41,214 ($ 268,801)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 254,180 212,966 481,767 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 319,699 $ 254,180 $ 212,966 ========= ========= =========
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, 1996, 1995, and 1994
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 include 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 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, 1996:
Percent of Number of Outstanding Partnership Units Owned Units ----------- ----------- -----------
P-1 12,183 11.3% P-2 6,985 7.8% P-3 38,928 23.0% P-4 9,147 7.2% P-5 13,119 11.1% P-6 10,466 7.3%
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 in 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 the obtaining of transportation services provided by pipelines.
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partner- ships' 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 After Payout ------------------ ------------------ General Limited General Limited Partner Partners Partner Partners ------- -------- ------- -------- Costs(1) - -------------------------
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(2) 5% 95% 15% 85%
Income(1) - -------------------------
Temporary investments of Limited Partners' capital contributions 1% 99% 1% 99% Income from oil and gas production(2) 5% 95% 15% 85% Gain on sale of Net Profits Interests(2) 5% 95% 15% 85% All other income(2) 5% 95% 15% 85%
- ----------
(1) 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.
(2) 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.
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 due from a variety of oil and gas purchasers subject the Partnerships to a concentration of credit risk. Some of these purchasers are discussed in Note 4 - Major Customers. Subsequent to year-end, all oil and gas sales accrued as of December 31, 1996 have been collected.
Receivable from General Partner
The receivable from the General Partner at December 31, 1996 for the P-2 and P-3 Partnerships represents proceeds due to the Partnerships for the sale of Net Profits Interests. Subsequent to December 31, 1996 such receivable was collected by the P-2 and P-3 Partnerships.
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 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, 1996, 1995, and 1994 were as follows:
Partnership 1996 1995 1994 ----------- ---- ----- -----
P-1 2.90 5.52 7.46 P-2 3.09 5.93 7.30 P-3 3.11 5.97 7.23 P-4 4.22 5.62 9.26 P-5 3.20 5.55 10.31 P-6 3.66 6.10 6.01
Effective October 1, 1995, the Partnerships adopted the requirements of Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long Lived Assets and Assets Held for Disposal," which is intended to establish more consistent accounting standards for measuring the recoverability of long-lived assets. SFAS No. 121 requires successful efforts companies, like the Partnerships, to evaluate the recoverability of the carrying costs of their Net Profits Interests at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other
groups of Net Profits Interests. With respect to the Partnerships' Net Profits Interests, this evaluation was performed for each field, rather than for the Partnerships' Net Profits Interests as a whole as previously allowed by the Securities and Exchange Commission ("SEC"). SFAS No. 121 provides that if the unamortized costs of Net Profits Interests exceed the expected undiscounted future cash flows from such Net Profits Interests, the cost of the Net Profits Interest is written down to fair value, which is determined by using the discounted future cash flows. The following non-cash charges were recorded by the Partnerships during the fourth quarter of 1995 pursuant to SFAS No. 121 and during the year ended December 31, 1994 pursuant to the Partnerships' prior impairment policy:
Partnership 1995 1994 ----------- -------- ----------
P-1 $ 86,264 - P-2 182,970 - P-3 377,983 - P-4 581,036 - P-5 194,933 $1,191,000 P-6 478,168 -
No such charge was recorded for any Partnership during the year ended December 31, 1996.
Subsequent to December 31, 1996, the oil and gas industry has seen a drop in oil and gas prices. The Partnerships' reserves were determined at December 31, 1996 using oil and gas prices of $23.75 per barrel and $3.57 per Mcf, respectively. As of the date of this Annual Report on Form 10-K, oil and gas prices received by the Partnerships have decreased to approximately $19.00 per barrel and $1.60 per Mcf, respectively (the "Filing Date Prices"). If the Filing Date Prices, as opposed to December 31, 1996 prices, were used to determine the recoverability of the Partnerships' oil and gas reserves, impairment provisions in the following approximate amounts would have been required at December 31, 1996:
Partnership Amount ----------- -------- P-1 $114,000 P-2 114,000 P-3 221,000 P-4 85,000 P-5 123,000 P-6 445,000
If the Filing Date Prices are in effect on March 31, 1997, the above impairment provisions will be reflected in the Partnerships' financial statements as of March 31, 1997. Impairment provisions do not impact the Partnerships' cash flows from operating activities; however, they do impact the amount of General Partner and Limited Partner capital. The risk that the Partnerships will be required to record further impairment provisions in the future, beyond those noted above, increases when oil and gas prices are depressed. Accordingly, the P-4 Partnership has Net Profits Interests in two fields and all other Partnerships have Net Profits Interests in three fields in which it is reasonably possible that impairment provisions will be recorded in the near term if gas prices decrease below the Filing Date Prices.
Revenues from a net profits interest consist of a share of the oil and gas sales of the property, less operating and production expenses.
Accounts Receivable (Accounts Payable) - Net Profits
The Partnerships accrue for oil and gas revenues less expenses from its Net Profits Interests. Sales of gas applicable to the Partnerships' Interests in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' Net Profits Interests. During such times as a Partnership's sales of gas exceed its 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 underlying the property, at which time such excess is recorded as a liability. This liability is recorded as a reduction to accounts receivable. At December 31, 1996 and 1995 total sales exceeded the Partnerships' Net Profits Interests in estimated total gas reserves as follows:
1996 1995 -------------------- -------------------- Partnership Mcf Amount Mcf Amount ----------- -------- ---------- -------- ----------
P-1 (11,242) ($16,863) ( 7,107) ($13,788) P-2 (10,944) ( 16,416) ( 5,634) ( 10,986) P-3 (20,540) ( 30,810) (14,235) ( 27,758) P-4 (26,973) ( 40,460) (12,424) ( 24,972) P-5 (12,159) ( 18,239) ( 5,931) ( 11,388) P-6 ( 3,483) ( 5,225) ( 4,567) ( 8,495)
Also included in accounts receivable from (accounts payable to) oil and gas sales are amounts which represent costs deferred or accrued for lease operating expenses incurred in connection with the Partnerships' net underproduced or overproduced gas imbalance positions. At December 31, 1996 and 1995, cumulative total gas sales volumes were less than (more than) the Partnerships' Net Profits Interests in gas production by the following amounts:
1996 1995 -------------------- --------------------- Partnership Mcf Amount Mcf Amount ----------- --------- --------- --------- ----------
P-1 41,624 23,626 78,404 $ 49,002 P-2 40,121 23,254 72,177 47,369 P-3 77,659 44,934 131,563 86,739 P-4 204,628 98,630 223,838 106,838 P-5 ( 71,197) (25,190) ( 66,114) ( 20,264) P-6 (107,990) (55,259) (102,560) ( 54,674)
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.
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. The following is a summary of payments made to the General Partner or its affiliates by the Partnerships for general and administrative costs for the years ended December 31, 1996, 1995, and 1994:
Partnership 1996 1995 1994 ----------- -------- -------- --------
P-1 $113,760 $113,760 $113,762 P-2 94,836 94,836 94,836 P-3 178,560 178,560 178,565 P-4 132,960 132,960 132,954 P-5 124,680 124,680 124,683 P-6 150,564 150,564 150,569
Affiliates of the Partnerships operate certain of the properties in which the Partnerships owned 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.
During 1995 and 1994, gas production from some of the properties in which the Partnerships owned a Net Profits Interest was sold to El Paso Energy Marketing Company, formerly known as Premier Gas Company ("El Paso"). El Paso, like other similar gas marketing firms, then resold such gas to third parties at market prices. El Paso was an affiliate of the Partnerships until December 6, 1995.
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually accounted for more than ten percent of the Partnerships' combined oil and gas sales during the years ended December 31, 1996, 1995, and 1994:
Percentage ------------------- Partnership Purchaser 1996 1995 1994 ----------- ------------------------ ----- ----- -----
P-1 El Paso 23.0% 18.4% 22.9% Texaco Exploration and Production, Inc. ("Texaco") 10.4% 13.0% - % Chevron U.S.A., Inc. 10.1% - % - %
P-2 El Paso 22.4% 17.7% 23.0% Texaco 12.6% 13.7% - %
P-3 El Paso 22.3% 17.7% 22.9% Texaco 12.7% 13.6% - %
P-4 El Paso 60.2% 49.9% 52.8% Mesa Pipeline Co. 18.2% 18.6% - % Mesa Operating Ltd. Partnership - % - % 15.4% Snyder Oil Corp. - % - % 10.1%
P-5 El Paso 62.0% 55.6% 70.0% Apache Corporation - % 12.4% - %
P-6 El Paso 27.0% 42.5% 33.2% Western Gas Resources - % - % 10.7% Houston Pipeline Company - % - % 18.9% Tejas Gas Marketing Company 13.7% - % - % HPL Resources Company 19.1% - % - %
In the event of interruption of purchases by one or more 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, 1996 and 1995 were as follows:
P-1 Partnership --------------- 1996 1995 ------------ ------------ Net Profits Interests in proved oil and gas properties $7,343,643 $8,080,020 Net Profits Interests in unproved oil and gas properties not subject to depletion 788,097 788,097 --------- ---------
$8,131,740 $8,868,117
Less accumulated depletion and valuation allowance ( 5,451,735) ( 5,841,858) --------- --------- Net Profits Interests, net $2,680,005 $3,026,259 ========= =========
P-2 Partnership --------------- 1996 1995 ------------ ------------ Net Profits Interests in proved oil and gas properties $6,049,274 $6,807,611 Net Profits Interests in unproved oil and gas properties not subject to depletion 614,888 614,888 --------- ---------
$6,664,162 $7,422,499
Less accumulated depletion and valuation allowance ( 4,462,782) ( 4,911,792) --------- --------- Net Profits Interests, net $2,201,380 $2,510,707 ========= =========
P-3 Partnership --------------- 1996 1995 ------------- ------------- Net Profits Interests in proved oil and gas properties $11,377,680 $12,790,404 Net Profits Interests in unproved oil and gas properties not subject to depletion 1,193,468 1,193,468 ---------- ----------
$12,571,148 $13,983,872
Less accumulated depletion and valuation allowance ( 8,414,617) ( 9,243,233) ---------- ---------- Net Profits Interests, net $ 4,156,531 $ 4,740,639 ========== ==========
P-4 Partnership --------------- 1996 1995 ------------- ------------- Net Profits Interests in proved oil and gas properties $ 8,753,695 $10,593,452 Net Profits Interests in unproved oil and gas properties not subject to depletion 735,371 735,371 ---------- ----------
$ 9,489,066 $11,328,823
Less accumulated depletion and valuation allowance ( 6,921,405) ( 8,029,368) ---------- ---------- Net Profits Interests, net $ 2,567,661 $ 3,299,455 ========== ==========
P-5 Partnership --------------- 1996 1995 ------------- ------------- Net Profits Interests in proved oil and gas properties $ 9,461,206 $ 9,643,267 Net Profits Interests in unproved oil and gas properties not subject to depletion 897,564 897,564 ---------- ----------
$10,358,770 $10,540,831
Less accumulated depletion and valuation allowance ( 7,822,180) ( 7,632,597) ---------- ---------- Net Profits Interest, net $ 2,536,590 $ 2,908,234 ========== ==========
P-6 Partnership --------------- 1996 1995 ------------- ------------- Net Profits Interests in proved oil and gas properties $12,204,492 $12,253,886 Net Profits Interests in unproved oil and gas properties not subject to depletion 454,263 454,263 ---------- ----------
$12,658,755 $12,708,149
Less accumulated depletion and valuation allowance ( 8,691,849) ( 8,023,872) ---------- ---------- Net Profits Interests, net $ 3,966,906 $ 4,684,277 ========== ==========
Costs Incurred
Costs incurred for the years ended December 31, 1996, 1995, and 1994 for each of the Partnerships were as follows:
P-1 Partnership ---------------
1996 1995 1994 ------- ------- ------- Acquisition of Net Profits Interests $ - $ - $ -
Development costs of Net Profits Interests 12,540 4,566 15,149 ------ ----- ------ $12,540 $4,566 $15,149 ====== ===== ======
P-2 Partnership ---------------
1996 1995 1994 ------- ------- ------- Acquisition of Net Profits Interests $ - $ - $ -
Development costs of Net Profits Interests 6,613 9,877 20,511 ----- ----- ------ $6,613 $9,877 $20,511 ===== ===== ======
P-3 Partnership ---------------
1996 1995 1994 -------- ------- ------- Acquisition of Net Profits Interests $ - $ - $ -
Development costs of Net Profits Interests 12,220 19,116 39,265 ------ ------ ------ $12,220 $19,116 $39,265 ====== ====== ======
P-4 Partnership ---------------
1996 1995 1994 -------- ------- -------
Acquisition of Net Profits Interests $ - $ - $ -
Development costs of Net Profits Interests 804 19,172 15,542 --- ------ ------ $804 $19,172 $15,542 === ====== ======
P-5 Partnership ---------------
1996 1995 1994 ------- ------- ------- Acquisition of Net Profits Interests $ - $ - $ -
Development costs of Net Profits Interests 2,807 29,603 44,895 ----- ------ ------ $2,807 $29,603 $44,895 ===== ====== ======
P-6 Partnership --------------- 1996 1995 1994 ------- ------- -------
Acquisition of Net Profits Interests $ - $ - $ -
Development costs of Net Profits Interests 73,296 50,621 66,775 ------ ------ ------ $73,296 $50,621 $66,775 ====== ====== ======
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, 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 Petroleum Engineers, an independent petroleum engineering firm.
P-1 Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, December 31, 1993 284,744 3,257,736 Production ( 45,617) ( 544,265) Sales of minerals in place ( 161) ( 325) Revisions of previous estimates 9,058 ( 56,773) ------- ---------
Proved reserves, December 31, 1994 248,024 2,656,373 Production ( 39,075) ( 524,079) Sales of minerals in place ( 3,823) ( 27,794) Extensions and discoveries - 79,261 Revisions of previous estimates 45,514 512,461 ------- ---------
Proved reserves, December 31, 1995 250,640 2,696,222 Production ( 33,798) ( 468,446) Sales of minerals in place ( 5,578) ( 78,601) Extensions and discoveries 2,158 29,265 Revisions of previous estimates 37,840 522,920 ------- ---------
Proved reserves, December 31, 1996 251,262 2,701,360 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1994 248,024 2,633,606 ======= ========= December 31, 1995 250,640 2,696,222 ======= ========= December 31, 1996 249,094 2,674,248 ======= =========
P-2 Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, December 31, 1993 205,271 2,959,071 Production ( 32,934) ( 418,655) Sales of minerals in place ( 135) ( 472) Revisions of previous estimates 7,668 ( 65,378) ------- ---------
Proved reserves, December 31, 1994 179,870 2,474,566 Production ( 28,040) ( 443,985) Sales of minerals in place ( 2,746) ( 26,060) Extensions and discoveries - 54,118 Revisions of previous estimates 31,208 431,237 ------- ---------
Proved reserves, December 31, 1995 180,292 2,489,876 Production ( 24,049) ( 390,047) Sales of minerals in place ( 3,888) ( 79,207) Extensions and discoveries 1,469 19,983 Revisions of previous estimates 31,869 407,527 ------- ---------
Proved reserves, December 31, 1996 185,693 2,448,132 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1994 179,870 2,459,020 ======= ========= December 31, 1995 180,292 2,489,876 ======= ========= December 31, 1996 183,318 2,418,444 ======= =========
P-3 Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, December 31, 1993 380,812 5,632,961 Production ( 61,063) ( 790,479) Sales of minerals in place ( 250) ( 863) Revisions of previous estimates 13,756 ( 139,432) ------- ---------
Proved reserves, December 31, 1994 333,255 4,702,187 Production ( 51,963) ( 840,970) Sales of minerals in place ( 5,045) ( 49,808) Extensions and discoveries - 99,853 Revisions of previous estimates 57,775 797,901 ------- ---------
Proved reserves, December 31, 1995 334,022 4,709,163 Production ( 44,496) ( 737,600) Sales of minerals in place ( 7,247) ( 152,220) Extensions and discoveries 2,720 36,867 Revisions of previous estimates 59,454 765,991 ------- ---------
Proved reserves, December 31, 1996 344,453 4,622,201 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1994 333,255 4,673,503 ======= ========= December 31, 1995 334,022 4,709,163 ======= ========= December 31, 1996 339,979 4,566,276 ======= =========
P-4 Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, December 31, 1993 118,800 4,846,195 Production ( 34,540) ( 914,352) Sales of minerals in place ( 14) ( 757) Revisions of previous estimates 10,388 ( 125,860) ------- ---------
Proved reserves, December 31, 1994 94,634 3,805,226 Production ( 28,847) ( 885,642) Sales of minerals in place ( 74) ( 23,687) Revisions of previous estimates 18,681 576,462 ------- ---------
Proves reserves, December 31, 1995 84,394 3,472,359 Production ( 22,949) ( 630,841) Sales of minerals in place ( 661) ( 198,487) Revisions of previous estimates 15,013 480,088 ------- ---------
Proved reserves, December 31, 1996 75,797 3,123,119 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1994 94,341 3,753,688 ======= ========= December 31, 1995 84,394 3,472,359 ======= ========= December 31, 1996 69,266 3,022,629 ======= =========
P-5 Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, December 31, 1993 46,503 4,631,535 Production ( 9,313) ( 901,804) Sales of minerals in place ( 8) ( 1,281) Revisions of previous estimates ( 1,506) 24,165 ------ ---------
Proved reserves, December 31, 1994 35,676 3,752,615 Production (10,842) ( 784,863) Sales of minerals in place ( 107) ( 601) Extensions and discoveries 12,096 143,318 Revisions of previous estimates ( 725) 120,437 ------ ---------
Proved reserves, December 31, 1995 36,098 3,230,906 Production (10,757) ( 627,998) Sales of minerals in place ( 664) ( 23,621) Extensions and discoveries 8,865 45,915 Revisions of previous estimates 17,989 636,220 ------ ---------
Proved reserves, December 31, 1996 51,531 3,261,422 ====== ========= PROVED DEVELOPED RESERVES: December 31, 1994 24,952 3,548,806 ====== ========= December 31, 1995 36,017 3,180,500 ====== ========= December 31, 1996 51,388 3,232,004 ====== =========
P-6 Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------
Proved reserves, December 31, 1993 167,537 7,949,856 Production ( 19,711) (1,502,411) Sales of minerals in place ( 3) ( 440) Revisions of previous estimates 9,329 1,027,315 ------- ---------
Proved reserves, December 31, 1994 157,152 7,474,320 Production ( 19,149) (1,380,123) Sales of minerals in place ( 336) ( 8,470) Extensions and discoveries 4,273 34,927 Revisions of previous estimates 7,331 ( 175,080) ------- ---------
Proved reserves, December 31, 1995 149,271 5,945,574 Production ( 21,377) (1,162,652) Sales of minerals in place ( 20,978) ( 54,473) Extensions and discoveries 3,053 59,267 Revisions of previous estimates 30,411 695,404 ------- ---------
Proved reserves, December 31, 1996 140,380 5,483,120 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1994 145,841 7,289,113 ======= ========= December 31, 1995 149,244 5,927,504 ======= ========= December 31, 1996 140,330 5,473,020 ======= =========
Standardized Measure of Discounted Future Net Cash Flows of Proved Oil and Gas Reserves - Unaudited
The following tables set forth the estimated future net cash flows as of December 31, 1996 relating to the Partnerships' proved reserves attributable to the Partnerships' Net Profits Interests based on the standardized measure as prescribed in SFAS No. 69:
Partnership ----------------------------------------- P-1 P-2 P-3 ------------ ------------ -------------
Future cash inflows $15,789,650 $13,490,597 $25,341,322 Future production and development costs ( 3,234,752) ( 2,904,363) ( 5,492,232) ---------- ---------- ----------
Future net cash flows $12,554,898 $10,586,234 $19,849,090
10% discount to reflect timing of cash flows ( 5,150,734) ( 4,356,971) ( 8,167,807) ---------- ---------- ----------
Standardized measure of discounted future net cash flows $ 7,404,164 $ 6,229,263 $11,681,283 ========== ========== ==========
Partnership ----------------------------------------- P-4 P-5 P-6 ------------ ------------ -------------
Future cash inflows $13,537,516 $12,307,368 $22,213,533 Future production and development costs ( 3,087,539) ( 2,776,870) ( 6,751,045) ---------- ---------- ----------
Future net cash flows $10,449,977 $ 9,530,498 $15,462,488
10% discount to reflect timing of cash flows ( 3,374,479) ( 3,308,502) ( 4,852,430) ---------- ---------- ----------
Standardized measure of discounted future net cash flows $ 7,075,498 $ 6,221,996 $10,610,058 ========== ========== ==========
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 the reserve estimates reported herein 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. The Partnerships' reserves were determined at December 31, 1996 using oil and gas prices of $23.75 per barrel and $3.57 per Mcf, respectively. As of the date of this Annual Report on Form 10-K, oil and gas prices received by the Partnerships had decreased to approximately $19.00 per barrel and $1.60 per Mcf, respectively. If such prices, as opposed to December 31, 1996 prices, were used in calculating the standardized measure of discounted future net cash flows of the Partnerships' proved oil and gas reserves as of December 31, 1996, such decrease would have had a significant effect on the value of the reserves disclosed herein.
INDEX TO EXHIBITS -----------------
Number Description - ------ -----------
4.1 The Certificate and Agreements of Limited Partnership for the following Partnerships have been previously filed with the SEC as Exhibit 2.1 to Form 8-A filed by each Partnership on the dates shown below and are hereby incorporated by reference.
Partnership Filing Date File No. ----------- ----------- --------
P-1 June 5, 1989 0-17800 P-2 June 5, 1989 0-17800 P-3 February 20, 1990 0-18306 P-4 February 20, 1990 0-18306 P-5 November 13, 1990 0-18637 P-6 November 30, 1990 0-18937
4.2 The Agreements of Partnership for the following NPI Partnerships have been previously filed with the SEC as Exhibit 2.2 to Form 8-A filed by the related Partnerships on the dates shown below and are hereby incorporated by reference.
Form 8-A Partnership Filing Date ----------- -----------------
P-1 June 5, 1989 P-2 June 5, 1989 P-3 February 20, 1990 P-4 February 20, 1990 P-5 June 11, 1990 P-6 December 10, 1990
4.3 Advisory Agreement dated as of November 24, 1992 between Samson, PaineWebber, Geodyne Resources, Geodyne Properties, Inc., Geodyne Production Company, and Geodyne Energy Company filed as Exhibit 28.3 to Registrants' Current Report on Form 8-K filed with the SEC on December 24, 1992 and is hereby incorporated by reference.
4.4 Second Amendment to Agreement of Limited Partnership of Geodyne Institutional/Pension Energy Income P-1 Limited Partnership, filed as Exhibit 4.1 to Registrants' Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.5 Second Amendment to Agreement of Limited Partnership of Geodyne Institutional/Pension Energy Income P-2 Limited Partnership, filed as Exhibit 4.2 to Registrants' Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.6 Second Amendment to Agreement of Limited Partnership of Geodyne Institutional/Pension Energy Income Limited Partnership P-3, filed as Exhibit 4.3 to Registrants' Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.7 Second Amendment to Agreement of Limited Partnership of Geodyne Institutional/Pension Energy Income Limited Partnership P-4, filed as Exhibit 4.4 to Registrants' Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.8 Second Amendment to Agreement of Limited Partnership of Geodyne Institutional/Pension Energy Income Limited Partnership P-5, filed as Exhibit 4.5 to Registrants' Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.9 Second Amendment to Agreement of Limited Partnership of Geodyne Institutional/Pension Energy Income Limited Partnership P-6, filed as Exhibit 4.6 to Registrants' Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.10 Third Amendment to Agreement of Limited Partnership of Geodyne Institutional/Pension Energy Income P-1 Limited Partnership, filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 1, 1996 and is hereby incorporated by reference.
4.11 Third Amendment to Agreement of Limited Partnership of Geodyne Institutional/Pension Energy Income P-2 Limited Partnership, filed as Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 1, 1996 and is hereby incorporated by reference.
4.12 Third Amendment to Agreement of Limited Partnership of Geodyne Institutional/Pension Energy Income Limited Partnership P-3, filed as Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 1, 1996 and is hereby incorporated by reference.
4.13 Third Amendment to Agreement of Limited Partnership of Geodyne Institutional/Pension Energy Income Limited Partnership P-4, filed as Exhibit 4.13 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 1, 1996 and is hereby incorporated by reference.
4.14 Third Amendment to Agreement of Limited Partnership of Geodyne Institutional/Pension Energy Income Limited Partnership P-5, filed as Exhibit 4.14 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 1, 1996 and is hereby incorporated by reference.
4.15 Third Amendment to Agreement of Limited Partnership of Geodyne Institutional/Pension Energy Income Limited Partnership P-6, filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 1, 1996 and is hereby incorporated by reference.
*23.1 Consent of Ryder Scott Company, Petroleum Engineers for the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership.
*23.2 Consent of Ryder Scott Company, Petroleum Engineers for the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership.
*23.3 Consent of Ryder Scott Company, Petroleum Engineers for the Geodyne Institutional/Pension Energy Income Limited Partner- ship P-3.
*23.4 Consent of Ryder Scott Company, Petroleum Engineers for the Geodyne Institutional/Pension Energy Income Limited Partner- ship P-4.
*23.5 Consent of Ryder Scott Company, Petroleum Engineers for the Geodyne Institutional/Pension Energy Income Limited Partner- ship P-5.
*23.6 Consent of Ryder Scott Company, Petroleum Engineers for the Geodyne Institutional/Pension Energy Income Limited Partner- ship P-6.
*27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership's financial statements as of December 31, 1996 and for the year ended December 31, 1996.
*27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership's financial statements as of December 31, 1996 and for the year ended December 31, 1996.
*27.3 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-3's financial statements as of December 31, 1996 and for the year ended December 31, 1996.
*27.4 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-4's financial statements as of December 31, 1996 and for the year ended December 31, 1996.
*27.5 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-5's financial statements as of December 31, 1996 and for the year ended December 31, 1996.
*27.6 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-6's financial statements as of December 31, 1996 and for the year ended December 31, 1996.
All other Exhibits are omitted as inapplicable.
---------- * Filed herewith.