SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 1999 Commission File Number: P-1: 0-17800 P-3: 0-18306 P-5: 0-18637 P-2: 0-17801 P-4: 0-18308 P-6: 0-18937 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 --------------------------------------------------------------------- (Exact name of Registrant as specified in its Articles) P-1 73-1330245 P-2 73-1330625 P-1 and P-2: P-3 73-1336573 Texas P-4 73-1341929 P-3 through P-6: P-5 73-1353774 Oklahoma P-6 73-1357375 ---------------------------- ------------------------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or Number) organization) Two West Second Street, Tulsa, Oklahoma 74103 ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(918) 583-1791 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ -1- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-1 COMBINED BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 114,318 $ 99,454 Accounts receivable: Net Profits 151,726 108,440 ---------- ---------- Total current assets $ 266,044 $ 207,894 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,050,780 1,164,893 ---------- ---------- $1,316,824 $1,372,787 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 79,711) ($ 82,899) Limited Partners, issued and outstanding, 108,074 units 1,396,535 1,455,686 ---------- ---------- Total Partners' capital $1,316,824 $1,372,787 ---------- ---------- $1,316,824 $1,372,787 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -2- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-1 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- -------- REVENUES: Net Profits $198,189 $203,439 Interest income 828 2,575 Gain on sale of Net Profits Interests 34 392,604 -------- -------- $199,051 $598,618 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 50,321 $ 54,113 General and administrative (Note 2) 30,359 29,928 -------- -------- $ 80,680 $ 84,041 -------- -------- NET INCOME $118,371 $514,577 ======== ======== GENERAL PARTNER - NET INCOME $ 16,283 $ 27,765 ======== ======== LIMITED PARTNERS - NET INCOME $102,088 $486,812 ======== ======== NET INCOME per unit $ .94 $ 4.50 ======== ======== UNITS OUTSTANDING 108,074 108,074 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -3- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-1 COMBINED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- -------- REVENUES: Net Profits $355,654 $422,567 Interest income 1,944 6,225 Gain on sale of Net Profits Interests 698 475,798 -------- -------- $358,296 $904,590 COSTS AND EXPENSES: Depletion of Net Profits Interests $117,317 $113,848 General and administrative (Note 2) 68,520 67,221 -------- -------- $185,837 $181,069 -------- -------- NET INCOME $172,459 $723,521 ======== ======== GENERAL PARTNER - NET INCOME $ 27,610 $ 40,419 ======== ======== LIMITED PARTNERS - NET INCOME $144,849 $683,102 ======== ======== NET INCOME per unit $ 1.34 $ 6.32 ======== ======== UNITS OUTSTANDING 108,074 108,074 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -4- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-1 COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 ----------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $172,459 $723,521 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 117,317 113,848 Gain on sale of Net Profits Interests ( 698) ( 475,798) (Increase) decrease in accounts receivable - Net Profits ( 43,286) 32,088 -------- -------- Net cash provided by operating activities $245,792 $393,659 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 5,410) ($ 11,147) Proceeds from sale of Net Profits Interests 2,904 519,285 -------- -------- Net cash provided (used) by investing activities ($ 2,506) $508,138 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($228,422) ($804,224) -------- -------- Net cash used by financing activities ($228,422) ($804,224) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 14,864 $ 97,573 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 99,454 503,622 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $114,318 $601,195 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -5- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 COMBINED BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 96,402 $ 78,435 Accounts receivable: Net Profits 129,570 92,746 ---------- ---------- Total current assets $ 225,972 $ 171,181 NET PROFITS INTERESTS, net, utilizing the successful efforts method 909,030 1,001,498 ---------- ---------- $1,135,002 $1,172,679 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 69,788) ($ 70,704) Limited Partners, issued and outstanding, 90,094 units 1,204,790 1,243,383 ---------- ---------- Total Partners' capital $1,135,002 $1,172,679 ---------- ---------- $1,135,002 $1,172,679 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -6- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Net Profits $161,948 $153,230 Interest income 669 1,925 Gain on sale of Net Profits Interests 198 196,830 -------- -------- $162,815 $351,985 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 41,367 $ 41,700 General and administrative (Note 2) 25,268 25,031 -------- -------- $ 66,635 $ 66,731 -------- -------- NET INCOME $ 96,180 $285,254 ======== ======== GENERAL PARTNER - NET INCOME $ 6,430 $ 15,834 ======== ======== LIMITED PARTNERS - NET INCOME $ 89,750 $269,420 ======== ======== NET INCOME per unit $ 1.00 $ 2.99 ======== ======== UNITS OUTSTANDING 90,094 90,094 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -7- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 COMBINED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Net Profits $282,253 $321,188 Interest income 1,516 4,647 Gain on sale of Net Profits Interests 652 255,015 -------- -------- $284,421 $580,850 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 95,552 $ 87,775 General and administrative (Note 2) 57,129 56,147 -------- -------- $152,681 $143,922 -------- -------- NET INCOME $131,740 $436,928 ======== ======== GENERAL PARTNER - NET INCOME $ 10,333 $ 25,125 ======== ======== LIMITED PARTNERS - NET INCOME $121,407 $411,803 ======== ======== NET INCOME per unit $ 1.35 $ 4.57 ======== ======== UNITS OUTSTANDING 90,094 90,094 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -8- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE NPI PARTNERSHIP P-2 COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $131,740 $436,928 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 95,552 87,775 Gain on sale of Net Profits Interests ( 652) ( 255,015) (Increase) decrease in accounts receivable - Net Profits ( 36,824) 30,742 -------- -------- Net cash provided by operating activities $189,816 $300,430 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 5,124) ($ 15,276) Proceeds from sale of Net Profits Interests 2,692 360,193 -------- -------- Net cash provided (used) by investing activities ($ 2,432) $344,917 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($169,417) ($595,646) -------- -------- Net cash used by financing activities ($169,417) ($595,646) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 17,967 $ 49,701 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 78,435 369,191 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 96,402 $418,892 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -9- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 182,818 $ 146,246 Accounts receivable: Net Profits 240,880 170,389 ---------- ---------- Total current assets $ 423,698 $ 316,635 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,693,693 1,866,716 ---------- ---------- $2,117,391 $2,183,351 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 131,201) ($ 132,995) Limited Partners, issued and outstanding, 169,637 units 2,248,592 2,316,346 ---------- ---------- Total Partners' capital $2,117,391 $2,183,351 ---------- ---------- $2,117,391 $2,183,351 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -10- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- --------- REVENUES: Net Profits $306,585 $284,321 Interest income 1,323 3,730 Gain on sale of Net Profits Interests 415 497,106 -------- -------- $308,323 $785,157 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 78,177 $ 77,390 General and administrative (Note 2) 47,543 47,130 -------- -------- $125,720 $124,520 -------- -------- NET INCOME $182,603 $660,637 ======== ======== GENERAL PARTNER - NET INCOME $ 12,191 $ 35,941 ======== ======== LIMITED PARTNERS - NET INCOME $170,412 $624,696 ======== ======== NET INCOME per unit $ 1.04 $ 3.68 ======== ======== UNITS OUTSTANDING 169,637 169,637 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -11- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- ----------- REVENUES: Net Profits $529,764 $ 597,661 Interest income 2,990 8,872 Gain on sale of Net Profits Interests 1,252 605,649 -------- ---------- $534,006 $1,212,182 COSTS AND EXPENSES: Depletion of Net Profits Interests $178,949 $ 162,849 General and administrative (Note 2) 107,421 105,702 -------- ---------- $286,370 $ 268,551 -------- ---------- NET INCOME $247,636 $ 943,631 ======== ========== GENERAL PARTNER - NET INCOME $ 19,390 $ 53,252 ======== ========== LIMITED PARTNERS - NET INCOME $228,246 $ 890,379 ======== ========== NET INCOME per unit $ 1.35 $ 5.25 ======== ========== UNITS OUTSTANDING 169,637 169,637 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. -12- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $247,636 $ 943,631 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 178,949 162,849 Gain on sale of Net Profits Interests ( 1,252) ( 605,649) (Increase) decrease in accounts receivable - Net Profits ( 70,491) 57,052 -------- ---------- Net cash provided by operating activities $354,842 $ 557,883 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 9,601) ($ 29,131) Proceeds from sale of Net Profits Interests 4,927 665,251 -------- ---------- Net cash provided (used) by investing activities ($ 4,674) $ 636,120 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($313,596) ($1,107,421) -------- ---------- Net cash used by financing activities ($313,596) ($1,107,421) -------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 36,572 $ 86,582 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 146,246 685,628 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $182,818 $ 772,210 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. -13- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 125,094 $ 101,652 Accounts receivable: Net Profits 247,432 209,218 ---------- ---------- Total current assets $ 372,526 $ 310,870 NET PROFITS INTERESTS, net, utilizing the successful efforts method 978,300 1,092,574 ---------- ---------- $1,350,826 $1,403,444 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 93,085) ($ 93,853) Limited Partners, issued and outstanding, 126,306 units 1,443,911 1,497,297 ---------- ---------- Total Partners' capital $1,350,826 $1,403,444 ---------- ---------- $1,350,826 $1,403,444 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -14- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- -------- REVENUES: Net Profits $201,247 $178,254 Interest income 921 2,296 Gain on sale of Net Profits Interests 410 8,004 -------- -------- $202,578 $188,554 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 54,369 $ 62,151 General and administrative (Note 2) 35,028 35,086 -------- -------- $ 89,397 $ 97,237 -------- -------- NET INCOME $113,181 $ 91,317 ======== ======== GENERAL PARTNER - NET INCOME $ 7,788 $ 6,937 ======== ======== LIMITED PARTNERS - NET INCOME $105,393 $ 84,380 ======== ======== NET INCOME per unit $ .83 $ .67 ======== ======== UNITS OUTSTANDING 126,306 126,306 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -15- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- -------- REVENUES: Net Profits $330,628 $418,646 Interest income 1,869 5,157 Gain on sale of Net Profits Interests 410 12,252 -------- -------- $332,907 $436,055 COSTS AND EXPENSES: Depletion of Net Profits Interests $114,255 $131,544 General and administrative (Note 2) 79,609 78,674 -------- -------- $193,864 $210,218 -------- -------- NET INCOME $139,043 $225,837 ======== ======== GENERAL PARTNER - NET INCOME $ 11,429 $ 16,296 ======== ======== LIMITED PARTNERS - NET INCOME $127,614 $209,541 ======== ======== NET INCOME per unit $ 1.01 $ 1.66 ======== ======== UNITS OUTSTANDING 126,306 126,306 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -16- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $139,043 $225,837 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 114,255 131,544 Gain on sale of Net Profits Interests ( 410) ( 12,252) (Increase) decrease in accounts receivable - Net Profits ( 38,214) 85,632 -------- -------- Net cash provided by operating activities $214,674 $430,761 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 6,101) ($ 4,664) Proceeds from sale of Net Profits Interests 6,530 14,358 -------- -------- Net cash provided by investing activities $ 429 $ 9,694 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($191,661) ($510,951) -------- -------- Net cash used by financing activities ($191,661) ($510,951) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 23,442 ($ 70,496) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 101,652 243,903 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $125,094 $173,407 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -17- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 145,751 $ 166,487 Accounts receivable: Net Profits 107,684 99,823 ---------- ---------- Total current assets $ 253,435 $ 266,310 NET PROFITS INTERESTS, net, utilizing the successful efforts method 896,647 991,179 ---------- ---------- $1,150,082 $1,257,489 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 79,801) ($ 79,248) Limited Partners, issued and outstanding, 118,449 units 1,229,883 1,336,737 ---------- ---------- Total Partners' capital $1,150,082 $1,257,489 ---------- ---------- $1,150,082 $1,257,489 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -18- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Net Profits $199,402 $182,110 Interest income 1,257 2,770 Gain on sale of Net Profits Interests - 203,390 -------- -------- $200,659 $388,270 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 51,574 $ 61,427 General and administrative (Note 2) 33,072 32,771 -------- -------- $ 84,646 $ 94,198 -------- -------- NET INCOME $116,013 $294,072 ======== ======== GENERAL PARTNER - NET INCOME $ 7,801 $ 17,022 ======== ======== LIMITED PARTNERS - NET INCOME $108,212 $277,050 ======== ======== NET INCOME per unit $ .91 $ 2.34 ======== ======== UNITS OUTSTANDING 118,449 118,449 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -19- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Net Profits $343,845 $430,496 Interest income 2,613 5,199 Gain on sale of Net Profits Interests - 340,014 -------- -------- $346,458 $775,709 COSTS AND EXPENSES: Depletion of Net Profits Interests $104,991 $119,624 General and administrative (Note 2) 74,925 73,681 -------- -------- $179,916 $193,305 -------- -------- NET INCOME $166,542 $582,404 ======== ======== GENERAL PARTNER - NET INCOME $ 12,396 $ 33,645 ======== ======== LIMITED PARTNERS - NET INCOME $154,146 $548,759 ======== ======== NET INCOME per unit $ 1.30 $ 4.63 ======== ======== UNITS OUTSTANDING 118,449 118,449 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -20- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $166,542 $582,404 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 104,991 119,624 Gain on sale of Net Profits Interests - ( 340,014) (Increase) decrease in accounts receivable - Net Profits ( 7,861) 32,269 -------- -------- Net cash provided by operating activities $263,672 $394,283 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 10,459) ($ 36,915) Proceeds from sale of Net Profits Interests - 363,130 -------- -------- Net cash provided (used) by investing activities ($ 10,459) $326,215 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($273,949) ($578,241) -------- -------- Net cash used by financing activities ($273,949) ($578,241) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 20,736) $142,257 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 166,487 228,750 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $145,751 $371,007 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -21- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 220,717 $ 300,324 Accounts receivable: Net Profits 172,958 145,612 ---------- ---------- Total current assets $ 393,675 $ 445,936 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,871,441 2,065,846 ---------- ---------- $2,265,116 $2,511,782 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 107,219) ($ 106,642) Limited Partners, issued and outstanding, 143,041 units 2,372,335 2,618,424 ---------- ---------- Total Partners' capital $2,265,116 $2,511,782 ---------- ---------- $2,265,116 $2,511,782 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -22- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- --------- REVENUES: Net Profits $348,435 $279,345 Interest income 1,748 3,418 Gain on sale of Net Profits Interests - 68,179 -------- -------- $350,183 $350,942 COSTS AND EXPENSES: Depletion of Net Profits Interests $101,126 $101,519 General and administrative (Note 2) 40,291 39,872 -------- -------- $141,417 $141,391 -------- -------- NET INCOME $208,766 $209,551 ======== ======== GENERAL PARTNER - NET INCOME $ 14,395 $ 14,367 ======== ======== LIMITED PARTNERS - NET INCOME $194,371 $195,184 ======== ======== NET INCOME per unit $ 1.36 $ 1.37 ======== ======== UNITS OUTSTANDING 143,041 143,041 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -23- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- --------- REVENUES: Net Profits $555,979 $617,373 Interest income 4,135 7,435 Gain on sale of Net Profits Interests - 134,525 -------- -------- $560,114 $759,333 COSTS AND EXPENSES: Depletion of Net Profits Interests $204,195 $198,462 General and administrative (Note 2) 90,791 89,258 -------- -------- $294,986 $287,720 -------- -------- NET INCOME $265,128 $471,613 ======== ======== GENERAL PARTNER - NET INCOME $ 21,217 $ 31,147 ======== ======== LIMITED PARTNERS - NET INCOME $243,911 $440,466 ======== ======== NET INCOME per unit $ 1.71 $ 3.08 ======== ======== UNITS OUTSTANDING 143,041 143,041 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -24- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited) 1999 1998 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $265,128 $471,613 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 204,195 198,462 Gain on sale of Net Profits Interests - ( 134,525) (Increase) decrease in accounts receivable - Net Profits ( 27,346) 124,577 -------- -------- Net cash provided by operating activities $441,977 $660,127 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 11,281) ($ 41,219) Proceeds from sale of Net Profits Interests 1,491 145,437 -------- -------- Net cash provided (used) by investing activities ($ 9,790) $104,218 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($511,794) ($816,494) -------- -------- Net cash used by financing activities ($511,794) ($816,494) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 79,607) ($ 52,149) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 300,324 362,957 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $220,717 $310,808 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -25- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS JUNE 30, 1999 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of June 30, 1999, combined statements of operations for the three and six months ended June 30, 1999 and 1998, and combined statements of cash flows for the six months ended June 30, 1999 and 1998 have been prepared by Geodyne Resources, Inc., the General Partner of the Geodyne Institutional/Pension Energy Income Limited Partnerships, without audit. Each limited partnership is a general partner in the related Geodyne NPI Partnership (the "NPI Partnerships") in which Geodyne Resources, Inc. serves as the managing partner. For the purposes of these financial statements, the general partner and managing partner are collectively referred to as the "General Partner" and the limited partnerships and NPI Partnerships are collectively referred to as the "Partnerships". In the opinion of management the financial statements referred to above include all necessary adjustments, consisting of normal recurring adjustments, to present fairly the combined financial position at June 30, 1999, the combined results of operations for the three and six months ended June 30, 1999 and 1998, and the combined cash flows for the six months ended June 30, 1999 and 1998. Information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The accompanying interim financial statements should be read in conjunction with the Partnerships' Annual Report on Form 10-K filed for the year ended December 31, 1998. The results of operations for the period ended June 30, 1999 are not necessarily indicative of the results to be expected for the full year. As used in these financial statements, the Partnerships' net profits and royalty interests in oil and gas sales are referred to as "Net Profits" and the Partnerships' net profits and royalty interests in oil and gas properties are referred to as "Net Profits Interests". The working interests from which the Partnerships' Net Profits Interests are carved are referred to as "Working Interests". The Limited Partners' net income or loss per unit is based upon each $100 initial capital contribution. -26- NET PROFITS INTERESTS --------------------- The Partnerships follow the successful efforts method of accounting for their Net Profits Interests. Under the successful efforts method, the NPI Partnerships capitalize all acquisition costs. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion, of the General Partner's property screening costs. The acquisition cost to the NPI Partnership of Net Profits Interests acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner prior to their transfer to the Partnerships. Impairment of Net Profits Interests is recognized based upon an individual property assessment. Depletion of the costs of Net Profits Interests is computed on the unit-of-production method. The Partnerships' calculation of depletion of its Net Profits Interests includes estimated dismantlement and abandonment costs, net of estimated salvage value. The Partnerships do not directly bear capital costs. However, the Partnerships indirectly bear certain capital costs incurred by the owners of the Working Interests to the extent such capital costs are charged against the applicable oil and gas revenues in calculating the Net Profits payable to the Partnerships. For financial reporting purposes only, such capital costs are reported as capital expenditures in the Partnerships' Statements of Cash Flows. 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' partnership agreements provide for reimbursement to the General Partner for all direct general and administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred. During the three months ended June 30, 1999 the following payments were made to the General Partner or its affiliates by the Partnerships: -27- Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- P-1 $1,919 $28,440 P-2 1,559 23,709 P-3 2,903 44,640 P-4 1,788 33,240 P-5 1,902 31,170 P-6 2,650 37,641 During the six months ended June 30, 1999 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- P-1 $11,640 $56,880 P-2 9,711 47,418 P-3 18,141 89,280 P-4 13,129 66,480 P-5 12,585 62,340 P-6 15,509 75,282 Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with their activities. -28- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES - ----------------------------------------------- This Quarterly Report contains certain forward-looking statements. The words "anticipate", "believe", "expect", "plan", "intend", "estimate", "project", "could", "may" and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Quarterly Report also includes certain information, which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, and otherwise indicated. GENERAL - ------- The Partnerships are engaged in the business of acquiring Net Profits Interests in producing oil and gas properties located in the continental United States. In general, a Partnership acquired passive interests in producing properties and does not directly engage in development drilling or enhanced recovery projects. Therefore, the economic life of each limited partnership, and its related NPI Partnership, is limited to the period of time required to fully produce its acquired oil and gas reserves. A Net Profits Interest entitles the Partnerships to a portion of the oil and gas sales less operating and production expenses and development costs generated by the owner of the -29- underlying Working Interests. The net proceeds from the oil and gas operations are distributed to the Limited Partners and the General Partner in accordance with the terms of the Partnerships' partnership agreements. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnerships began operations and investors were assigned their rights as Limited Partners, having made capital contributions in the amounts and on the dates set forth below: Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ --------------- P-1 October 25, 1988 $10,807,400 P-2 February 9, 1989 9,009,400 P-3 May 10, 1989 16,963,700 P-4 November 21, 1989 12,630,600 P-5 February 27, 1990 11,844,900 P-6 September 5, 1990 14,304,100 In general, the amount of funds available for acquisition of producing properties was equal to the capital contributions of the Limited Partners, less 15% for sales commissions and organization and management fees. All of the Partnerships have fully invested their capital contributions. Net proceeds from the Partnerships' Net Profits Interests less necessary operating capital are distributed to the Limited Partners on a quarterly basis. Revenues and net proceeds of a Partnership are largely dependent upon the volumes of oil and gas sold and the prices received for such oil and gas. While the General Partner cannot predict future pricing trends, it believes the working capital available as of June 30, 1999 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. -30- RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The most important variable affecting the Partnerships' revenues is the prices received for the sale of oil and gas. Due to the volatility of oil and gas prices, forecasting future prices is subject to great uncertainty and inaccuracy. Substantially all of the Partnerships' gas reserves are being sold in the "spot market". Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. Such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. In addition, crude oil prices were recently at or near their lowest level in the past decade due primarily to the global surplus of crude oil. However, as of the date of this Quarterly Report oil prices have rebounded primarily due to a decrease in the global oil surplus as a result of production curtailments by several major oil producing nations. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. P-1 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1998. Three Months Ended June 30, --------------------------- 1999 1998 -------- -------- Net Profits $198,189 $203,439 Barrels produced 6,370 7,997 Mcf produced 84,519 72,268 Average price/Bbl $ 14.98 $ 15.89 Average price/Mcf $ 1.78 $ 1.84 As shown in the table above, total Net Profits decreased $5,250 (2.6%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. Of this decrease, approximately $6,000 and $5,000, respectively, were related to decreases in the average prices of oil and gas sold and approximately $26,000 was related to a decrease in volumes of oil sold. These decreases were partially offset by increases of (i) approximately $23,000 related to an increase in volumes of gas sold and (ii) approximately $9,000 related to a decrease in production expenses incurred -31- by the owners of the Working Interests. Volumes of oil sold decreased 1,627 barrels while volumes of gas sold increased 12,251 Mcf for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. The decrease in volumes of oil sold was primarily due to a positive prior period volume adjustment made by the purchaser on several wells during the three months ended June 30, 1998. The increase in volumes of gas sold was primarily due to (i) increased production on one significant well due to repairs made during 1998 and (ii) the successful recompletion of another significant well during the fourth quarter of 1998. The decrease in production expenses was primarily due to (i) a negative prior period adjustment of production taxes by the operator of one significant well during the three months ended June 30, 1999 and (ii) workover expenses incurred during the three months ended June 30, 1998 on two other significant wells in order to improve the recovery of reserves. Average oil and gas prices decreased to $14.98 per barrel and $1.78 per Mcf, respectively, for the three months ended June 30, 1999 from $15.89 per barrel and $1.84 per Mcf, respectively, for the three months ended June 30, 1998. The P-1 Partnership sold certain Net Profits Interests during the three months ended June 30, 1999 and recognized a $34 gain on such sales. Sales of Net Profits Interests during the three months ended June 30, 1998 resulted in the P-1 Partnership recognizing similar gains of $392,604. Depletion of Net Profits Interests decreased $3,792 (7.0%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. As a percentage of Net Profits, this expense decreased to 25.4% for the three months ended June 30, 1999 from 26.6% for the three months ended June 30, 1998. General and administrative expenses increased $431 (1.4%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. As a percentage of Net Profits, these expenses increased to 15.3% for the three months ended June 30, 1999 from 14.7% for the three months ended June 30, 1998. -32- SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1998. Six Months Ended June 30, ------------------------- 1999 1998 -------- -------- Net Profits $355,654 $422,567 Barrels produced 13,796 14,957 Mcf produced 203,366 163,254 Average price/Bbl $ 12.42 $ 15.08 Average price/Mcf $ 1.64 $ 1.96 As shown in the table above, total Net Profits decreased $66,913 (15.8%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. Of this decrease, approximately $37,000 and $66,000, respectively, were related to decreases in the average prices of oil and gas sold, approximately $18,000 was related to a decrease in volumes of oil sold, and approximately $25,000 was related to an increase in production expenses incurred by the owners of the Working Interests. These decreases were partially offset by an increase of approximately $79,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 1,161 barrels while volumes of gas sold increased 40,112 Mcf for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. The increase in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the operator during the six months ended June 30, 1999 due to the payout of one significant well, (ii) the successful recompletion of one well during the fourth quarter of 1998, and (iii) increased production on one significant well due to repairs made during 1998. The increase in production expenses was primarily due to (i) ad valorem taxes paid during the six months ended June 30, 1999, (ii) workover expenses incurred on one significant well during the six months ended June 30, 1999 in order to improve the recovery of reserves, and (iii) lease operating expenses paid during the six months ended June 30, 1999 related to prior periods on the well which reached payout. Average oil and gas prices decreased to $12.42 per barrel and $1.64 per Mcf, respectively, for the six months ended June 30, 1999 from $15.08 per barrel and $1.96 per Mcf, respectively, for the six months ended June 30, 1998. The P-1 Partnership sold certain Net Profits Interests during the six months ended June 30, 1999 and recognized a $698 gain on such sales. Sales of Net Profits Interests during the six months ended June 30, 1998 resulted in the P-1 Partnership recognizing similar gains of $475,798. -33- Depletion of Net Profits Interests increased $3,469 (3.0%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. As a percentage of Net Profits, this expense increased to 33.0% for the six months ended June 30, 1999 from 26.9% for the six months ended June 30, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $1,299 (1.9%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. As a percentage of Net Profits, these expenses increased to 19.3% for the six months ended June 30, 1999 from 15.9% for the six months ended June 30, 1998. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through June 30, 1999 were $11,686,558 or 108.13% of the Limited Partners' capital contributions. P-2 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1998. Three Months Ended June 30, --------------------------- 1999 1998 -------- -------- Net Profits $161,948 $153,230 Barrels produced 4,545 5,581 Mcf produced 69,686 59,874 Average price/Bbl $ 14.93 $ 15.84 Average price/Mcf $ 1.95 $ 1.89 As shown in the table above, total Net Profits increased $8,718 (5.7%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. Of this increase, approximately $18,000 was related to an increase in volumes of gas sold, approximately $4,000 was related to an increase in the average price of gas sold, and approximately $7,000 was related to a decrease in production expenses incurred by the owners of the Working Interests. These increases were partially offset by decreases of approximately (i) $16,000 related to a decrease in volumes of oil sold and (ii) $4,000 related to a decrease in the average price of oil sold. Volumes of oil sold decreased 1,036 barrels while volumes of gas sold increased 9,812 Mcf for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. The decrease in volumes of oil sold was primarily due to a positive prior period volume adjustment made by the purchaser on several wells during the three months ended June 30, 1998. The increase -34- in volumes of gas sold was primarily due to (i) the successful recompletion of another significant well during the fourth quarter of 1998 and (ii) increased production on another significant well due to repairs made during 1998. The decrease in production expenses was primarily due to (i) a negative prior period adjustment of production taxes made by the operator on one significant well during the three months ended June 30, 1999 and (ii) workover expenses incurred during the three months ended June 30, 1998 on two significant wells in order to improve the recovery of reserves. Average gas prices decreased to $14.93 per barrel for the three months ended June 30, 1999 from $15.84 per barrel for the three months ended June 30, 1998. Average gas prices increased to $1.95 per Mcf for the three months ended June 30, 1999 from $1.89 per Mcf for the three months ended June 30, 1998. The P-2 Partnership sold certain Net Profits Interests during the three months ended June 30, 1999 and recognized a $198 gain on such sales. Sales of Net Profits Interests during the three months ended June 30, 1998 resulted in the P-2 Partnership recognizing similar gains of $196,830. Depletion of Net Profits Interests decreased $333 (0.8%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. As a percentage of Net Profits, this expense decreased to 25.5% for the three months ended June 30, 1999 from 27.2% for the three months ended June 30, 1998. General and administrative expenses increased $237 (0.9%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. As a percentage of Net Profits, these expenses decreased to 15.6% for the three months ended June 30, 1999 from 16.3% for the three months ended June 30, 1998. SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1998. Six Months Ended June 30, ------------------------- 1999 1998 -------- -------- Net Profits $282,253 $321,188 Barrels produced 9,887 10,522 Mcf produced 164,628 133,377 Average price/Bbl $ 12.42 $ 15.04 Average price/Mcf $ 1.71 $ 1.98 As shown in the table above, total Net Profits decreased $38,935 (12.1%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. Of this decrease, approximately $26,000 and $44,000, respectively, -35- were related to decreases in the average prices of oil and gas sold, approximately $10,000 was related to a decrease in volumes of oil sold, and approximately $21,000 was related to an increase in production expenses incurred by the owners of the Working Interests. These decreases were partially offset by an increase of approximately $62,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 635 barrels while volumes of gas sold increased 31,251 Mcf for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. The increase in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the operator during the six months ended June 30, 1999 due to the payout of one significant well, (ii) the successful recompletion of one significant well during the fourth quarter of 1998, and (iii) increased production on another significant well due to repairs made during 1998. The increase in production expenses was primarily due to (i) ad valorem taxes paid during the six months ended June 30, 1999, (ii) workover expenses incurred on one significant well during the six months ended June 30, 1999 in order to improve the recovery of reserves, and (iii) lease operating expenses paid during the six months ended June 30, 1999 related to prior periods on the well which reached payout. Average oil and gas prices decreased to $12.42 per barrel and $1.71 per Mcf, respectively, for the six months ended June 30, 1999 from $15.04 per barrel and $1.98 per Mcf, respectively, for the six months ended June 30, 1998. The P-2 Partnership sold certain Net Profits Interests during the six months ended June 30, 1999 and recognized a $652 gain on such sales. Sales of Net Profits Interests during the six months ended June 30, 1998 resulted in the P-2 Partnership recognizing similar gains of $255,015. Depletion of Net Profits Interests increased $7,777 (8.9%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. As a percentage of Net Profits, this expense increased to 33.9% for the six months ended June 30, 1999 from 27.3% for the six months ended June 30, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $982 (1.7%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. As a percentage of Net Profits, these expenses increased to 20.2% for the six months ended June 30, 1999 from 17.5% for the six months ended June 30, 1998. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through June 30, 1999 were $8,883,561 or 98.60% of the Limited Partners' capital contributions. -36- P-3 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1998. Three Months Ended June 30, --------------------------- 1999 1998 -------- -------- Net Profits $306,585 $284,321 Barrels produced 8,483 10,316 Mcf produced 132,329 112,015 Average price/Bbl $ 14.88 $ 15.84 Average price/Mcf $ 1.95 $ 1.89 As shown in the table above, total Net Profits increased $22,264 (7.8%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. Of this increase, approximately $38,000 was related to an increase in volumes of gas sold, approximately $9,000 was related to an increase in the average price of gas sold, and approximately $12,000 was related to a decrease in production expenses incurred by the owners of the Working Interests. These increases were partially offset by a decrease of approximately $29,000 related to a decrease in volumes of oil sold and a decrease of approximately $8,000 related to a decrease in the average price of oil sold. Volumes of oil sold decreased 1,833 barrels while volumes of gas sold increased 20,314 Mcf for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. The decrease in volumes of oil sold was primarily due to a positive prior period volume adjustment made by the purchaser on several wells during the three months ended June 30, 1998. The increase in volumes of gas sold was primarily due to (i) the successful recompletion of one significant well during the fourth quarter of 1998 and (ii) increased production on one significant well due to repairs made during 1998. The decrease in production expenses was primarily due to (i) a negative prior period adjustment of production taxes on one significant well during the three months ended June 30, 1999 and (ii) workover expenses incurred on two significant wells during the three months ended June 30, 1998 in order to improve the recovery of reserves. Average oil prices decreased to $14.88 per barrel for the three months ended June 30, 1999 from $15.84 per barrel for the three months ended June 30, 1998. Average gas prices increased to $1.95 per Mcf for the three months ended June 30, 1999 from $1.89 per Mcf for the three months ended June 30, 1998. -37- The P-3 Partnership sold certain Net Profits Interests during the three months ended June 30, 1999 and recognized a $415 gain on such sales. Sales of Net Profits Interests during the three months ended June 30, 1998 resulted in the P-1 Partnership recognizing similar gains of $497,106. Depletion of Net Profits Interests increased $787 (1.0%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. As a percentage of Net Profits, this expense decreased to 25.5% for the three months ended June 30, 1999 from 27.2% for the three months ended June 30, 1998. General and administrative expenses increased $413 (0.9%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. As a percentage of Net Profits, these expenses decreased to 15.5% for the three months ended June 30, 1999 from 16.6% for the three months ended June 30, 1998. SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1998. Six Months Ended June 30, ------------------------- 1999 1998 -------- -------- Net Profits $529,764 $597,661 Barrels produced 18,350 19,459 Mcf produced 309,312 249,200 Average price/Bbl $ 12.41 $ 15.04 Average price/Mcf $ 1.71 $ 1.98 As shown in the table above, total Net Profits decreased $67,897 (11.4%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. Of this decrease, approximately $48,000 and $83,000, respectively, were related to decreases in the average prices of oil and gas sold, approximately $17,000 was related to a decrease in volumes of oil sold, and approximately $39,000 was related to an increase in production expenses incurred by the owners of the Working Interests. These decreases were partially offset by an increase of approximately $119,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 1,109 barrels while volumes of gas sold increased 60,112 Mcf for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. The increase in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the operator during the six months ended June 30, 1999 due to the payout of one significant well, (ii) the successful recompletion of one significant well during the fourth quarter of 1998, and (iii) increased production on one significant well due to -38- repairs made during 1998. The increase in production expenses was primarily due to (i) ad valorem taxes paid during the six months ended June 30, 1999, (ii) workover expenses on one significant well incurred during the six months ended June 30, 1999 in order to improve the recovery of reserves, and (iii) lease operating expenses paid during the six months ended June 30, 1999 related to prior periods on the well which reached payout. Average oil and gas prices decreased to $12.41 per barrel and $1.71 per Mcf, respectively, for the six months ended June 30, 1999 from $15.04 per barrel and $1.98 per Mcf, respectively, for the six months ended June 30, 1998. The P-3 Partnership sold certain Net Profits Interests during the six months ended June 30, 1999 and recognized a $1,252 gain on such sales. Sales of Net Profits Interests during the six months ended June 30, 1998 resulted in the P-3 Partnership recognizing similar gains of $605,649. Depletion of Net Profits Interests increased $16,100 (9.9%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. As a percentage of Net Profits, this expense increased to 33.8% for the six months ended June 30, 1999 from 27.2% for the six months ended June 30, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $1,719 (1.6%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. As a percentage of Net Profits, these expenses increased to 20.3% for the six months ended June 30, 1999 from 17.7% for the six months ended June 30, 1998. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through June 30, 1999 were $16,055,401 or 94.65% of the Limited Partners' capital contributions. -39- P-4 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1998. Three Months Ended June 30, --------------------------- 1999 1998 -------- -------- Net Profits $201,247 $178,254 Barrels produced 4,444 4,443 Mcf produced 89,014 93,251 Average price/Bbl $ 15.05 $ 12.29 Average price/Mcf $ 2.21 $ 2.25 As shown in the table above, total Net Profits increased $22,993 (12.9%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. Of this increase, approximately $24,000 was related to a decrease in production expenses incurred by the owners of the Working Interests and approximately $12,000 was related to an increase in the average price of oil sold. These increases were partially offset by decreases of approximately (i) $10,000 related to a decrease in volumes of gas sold and (ii) $4,000 related to a decrease in the average price of gas sold. Volumes of oil sold increased 1 barrel while volumes of gas sold decreased 4,237 Mcf for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. The decrease in production expenses was primarily due to (i) workover expenses incurred on several wells during the three months ended June 30, 1998 in order to improve the recovery of reserves, (ii) ad valorem taxes paid during the three months ended June 30, 1998, and (iii) a general decrease in lease operating expenses. Average oil prices increased to $15.05 per barrel for the three months ended June 30, 1999 from $12.29 per barrel for the three months ended June 30, 1998. Average gas prices decreased to $2.21 per Mcf for the three months ended June 30, 1999 from $2.25 per Mcf for the three months ended June 30, 1998. Depletion of Net Profits Interests decreased $7,782 (12.5%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. This decrease was primarily due to (i) the decrease in volumes of gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1998. As a percentage of Net Profits, this expense decreased to 27.0% for the three months ended June 30, 1999 from 34.9% for the three months ended June 30, 1998. This percentage decrease was primarily due to the increase in the average price of oil sold. -40- General and administrative expenses decreased $58 (0.2%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. As a percentage of Net Profits, these expenses decreased to 17.4% for the three months ended June 30, 1999 from 19.7% for the three months ended June 30, 1998. This percentage decrease was primarily due to the increase in Net Profits. SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1998. Six Months Ended June 30, ------------------------- 1999 1998 -------- -------- Net Profits $330,628 $418,646 Barrels produced 9,077 9,276 Mcf produced 188,634 198,128 Average price/Bbl $ 12.93 $ 13.48 Average price/Mcf $ 1.92 $ 2.23 As shown in the table above, total Net Profits decreased $88,018 (21.0%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. Of this decrease, approximately $58,000 was related to a decrease in the average price of gas sold and approximately $21,000 was related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 199 barrels and 9,494 Mcf, respectively, for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. Average oil and gas prices decreased to $12.93 per barrel and $1.92 per Mcf, respectively, for the six months ended June 30, 1999 from $13.48 per barrel and $2.23 per Mcf, respectively, for the six months ended June 30, 1998. Depletion of Net Profits Interests decreased $17,289 (13.1%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1998. As a percentage of Net Profits, this expense increased to 34.6% for the six months ended June 30, 1999 from 31.4% for the six months ended June 30, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $935 (1.2%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. As a percentage of Net Profits, these expenses increased to 24.1% for the six months ended June 30, 1999 from 18.8% for the six months -41- ended June 30, 1998. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through June 30, 1999 were $12,368,945 or 97.93% of the Limited Partners' capital contributions. P-5 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1998. Three Months Ended June 30, --------------------------- 1999 1998 -------- -------- Net Profits $199,402 $182,110 Barrels produced 2,396 1,605 Mcf produced 115,648 133,220 Average price/Bbl $ 15.29 $ 12.26 Average price/Mcf $ 1.89 $ 1.68 As shown in the table above, total Net Profits increased $17,292 (9.5%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. Of this increase, approximately $10,000 was related to an increase in volumes of oil sold, approximately $7,000 and $24,000, respectively, were related to increases in the average prices of oil and gas sold, and approximately $6,000 was related to a decrease in production expenses incurred by the owners of the Working Interests. These increases were partially offset by a decrease of approximately $30,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 791 barrels while volumes of gas sold decreased 17,572 Mcf for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. The increase in volumes of oil sold was primarily due to the receipt of revenues on a well which paid out in late 1998. The decrease in volumes of gas sold was primarily due to positive prior period volume adjustments made by the purchasers on two significant wells during the three months ended June 30, 1998. The decrease in production expenses was primarily due to repair and maintenance expenses incurred on several wells during the six months ended June 30, 1998. Average oil and gas prices increased to $15.29 per barrel and $1.89 per Mcf, respectively, for the three months ended June 30, 1999 from $12.26 per barrel and $1.68 per Mcf, respectively, for the three months ended June 30, 1998. The P-5 Partnership sold certain Net Profits Interests during the three months ended June 30, 1998 and recognized a $203,390 gain on such sales. No such gains were recognized -42- on sales of Net Profits Interests during the three months ended June 30, 1999. Depletion of Net Profits Interests decreased $9,853 (16.0%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. This decrease was primarily due to (i) the decrease in volumes of gas sold and (ii) one significant well being fully depleted in 1998 due to the lack of remaining reserves. As a percentage of Net Profits, this expense decreased to 25.9% for the three months ended June 30, 1999 from 33.7% for the three months ended June 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses increased $301 (0.9%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. As a percentage of Net Profits, these expenses decreased to 16.6% for the three months ended June 30, 1999 from 18.0% for the three months ended June 30, 1998. SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1998. Six Months Ended June 30, ------------------------- 1999 1998 -------- -------- Net Profits $343,845 $430,496 Barrels produced 3,961 3,400 Mcf produced 240,919 257,793 Average price/Bbl $ 13.79 $ 14.99 Average price/Mcf $ 1.68 $ 2.00 As shown in the table above, total Net Profits decreased $86,651 (20.1%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. Of this decrease, approximately $77,000 was related to a decrease in the average price of gas sold and approximately $34,000 was related to a decrease in volumes of gas sold. These decreases were partially offset by an increase of approximately $20,000 related to a decrease in production expenses incurred by the owners of the Working Interests. Volumes of oil sold increased 561 barrels while volumes of gas sold decreased 16,874 Mcf for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. The increase in volumes of oil sold was primarily due to the receipt of revenues on a well which paid out in late 1998. The decrease in production expenses was primarily due to (i) a decrease in production taxes associated with the decrease in Net Profits, (ii) a decrease in ad valorem taxes paid on one significant well during the six months ended June 30, -43- 1999 as compared to the six months ended June 30, 1998, and (iii) repair and maintenance expenses incurred on one significant well during the six months ended June 30, 1998. Average oil and gas prices decreased to $13.79 per barrel and $1.68 per Mcf, respectively, for the six months ended June 30, 1999 from $14.99 per barrel and $2.00 per Mcf, respectively, for the six months ended June 30, 1998. The P-5 Partnership sold certain Net Profits Interests during the six months ended June 30, 1998 and recognized a $340,014 gain of such sales. No such gains were recognized on sales of Net Profits Interests during the six months ended June 30, 1999. Depletion of Net Profits Interests decreased $14,633 (12.2%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. This decrease was primarily due to (i) the decrease in volumes of gas sold and (ii) one significant well being fully depleted in 1998 due to the lack of remaining reserves. As a percentage of Net Profits, this expense increased to 30.5% for the six months ended June 30, 1999 from 27.8% for the six months ended June 30, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $1,244 (1.7%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. As a percentage of Net Profits, these expenses increased to 21.8% for the six months ended June 30, 1999 from 17.1% for the six months ended June 30, 1998. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through June 30, 1999 were $7,686,759 or 64.90% of the Limited Partners' capital contributions. P-6 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1998. Three Months Ended June 30, --------------------------- 1999 1998 -------- -------- Net Profits $348,435 $279,345 Barrels produced 6,524 3,236 Mcf produced 207,505 226,194 Average price/Bbl $ 13.61 $ 11.89 Average price/Mcf $ 1.91 $ 1.78 As shown in the table above, total Net Profits increased $69,090 (24.7%) for the three months ended June 30, 1999 as -44- compared to the three months ended June 30, 1998. Of this increase, approximately $11,000 and $25,000, respectively, were related to increases in the average prices of oil and gas sold, approximately $39,000 was related to an increase in volumes of oil sold, and approximately $27,000 was related to a decrease in production expenses incurred by owners of the Working Interests. These increases were partially offset by a decrease of approximately $33,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 3,288 barrels while volumes of gas sold decreased 18,689 Mcf for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. The increase in volumes of oil sold was primarily due to (i) the receipt of revenues on a well which paid out in late 1998, (ii) the sale of oil on several wells which had previously been curtailed due to low oil prices, and (iii) the successful recompletion of one well in 1998. The decrease in production expenses was primarily due to (i) a decrease in ad valorem taxes paid on two significant wells during the three months ended June 30, 1999 and (ii) a decrease in repair and maintenance expenses incurred on two significant wells during the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. Average oil and gas prices increased to $13.61 per barrel and $1.91 per Mcf, respectively, for the three months ended June 30, 1999 from $11.89 per barrel and $1.78 per Mcf, respectively, for the three months ended June 30, 1998. The P-6 Partnership sold certain Net Profits Interests during the three months ended June 30, 1998 and recognized a $68,179 gain on such sales. No such gains were recognized on sales of Net Profits Interests during the three months ended June 30, 1999. Depletion of Net Profits Interests decreased $393 (0.4%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. As a percentage of Net Profits, this expense decreased to 29.0% for the three months ended June 30, 1999 from 36.3% for the three months ended June 30, 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses increased $419 (1.1%) for the three months ended June 30, 1999 as compared to the three months ended June 30, 1998. As a percentage of Net Profits, these expenses decreased to 11.6% for the three months ended June 30, 1999 from 14.3% for the three months ended June 30, 1998. This percentage decrease was primarily due to the increase in Net Profits. -45- SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1998. Six Months Ended June 30, ------------------------- 1999 1998 -------- -------- Net Profits $555,979 $617,373 Barrels produced 9,238 6,897 Mcf produced 442,608 438,770 Average price/Bbl $ 12.77 $ 14.10 Average price/Mcf $ 1.65 $ 1.92 As shown in the table above, total Net Profits decreased $61,394 (9.9%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. Of this decrease, approximately $12,000 and $119,000, respectively, were related to decreases in the average prices of oil and gas sold, which decreases were partially offset by increases of approximately $33,000 and $7,000, respectively, related to increases in volumes of oil and gas sold and an increase of approximately $29,000 related to a decrease in production expenses incurred by the owners of the Working Interests. Volumes of oil and gas sold increased 2,341 barrels and 3,838 Mcf, respectively, for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. The increase in volumes of oil sold was primarily due to (i) the receipt of revenues on a well which paid out in late 1998, (ii) the sale of oil on several wells which had previously been curtailed due to low oil prices, and (iii) the successful recompletion of one well in 1998. The decrease in production expenses was primarily due to (i) a decrease in production taxes associated with the decrease in Net Profits and (ii) a decrease in ad valorem taxes paid on three significant wells during the six months ended June 30, 1999. Average oil and gas prices decreased to $12.77 per barrel and $1.65 per Mcf, respectively, for the six months ended June 30, 1999 from $14.10 per barrel and $1.92 per Mcf, respectively, for the six months ended June 30, 1998. The P-6 Partnership sold certain Net Profits Interests during the six months ended June 30, 1998 and recognized a $134,525 gain on such sales. No such gains were recognized on sales of Net Profits Interests during the six months ended June 30, 1999. Depletion of Net Profits Interests increased $5,733 (2.9%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. As a percentage of Net Profits, this expense increased to 36.7% for the six months ended June 30, 1999 from 32.1% for the six months ended June 30, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -46- General and administrative expenses increased $1,533 (1.7%) for the six months ended June 30, 1999 as compared to the six months ended June 30, 1998. As a percentage of Net Profits, these expenses increased to 16.3% for the six months ended June 30, 1999 from 14.5% for the six months ended June 30, 1998. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through June 30, 1999 were $10,268,248 or 71.79% of the Limited Partners' capital contributions. YEAR 2000 COMPUTER ISSUES - ------------------------- IN GENERAL The Year 2000 Issue ("Y2K") refers to the inability of computer and other information technology systems to properly process date and time information, stemming from the earlier programming practice of using two digits rather than four to represent the year in a date. For example, computer programs and imbedded chips that are date sensitive may recognize a date using (00) as the year 1900 rather than the year 2000. The consequence of Y2K is that computer and imbedded processing systems may be at risk of malfunctioning, particularly during the transition from 1999 to 2000. The effects of Y2K are exacerbated by the interdependence of computer and telecommunication systems throughout the world. This interdependence also exists among the Partnerships, Samson Investment Company and its affiliates ("Samson"), and their vendors, customers, and business partners, as well as with regulators. The potential risks associated with Y2K for an oil and gas production company fall into three general areas: (i) financial, leasehold and administrative computer systems, (ii) imbedded systems in field process control units, and (iii) third party exposures. As discussed below, General Partner does not believe that these risks will be material to the Partnerships' operations. The Partnerships' business is producing oil and gas. The day-to-day production of the Partnerships' oil and gas is not dependent on computers or equipment with imbedded chips. As further discussed below, management anticipates that the Partnerships' daily business activities will not be materially affected by Y2K. The Partnerships rely on Samson to provide all of their operational and administrative services on either a direct or indirect basis. Samson is addressing each of the three -47- Y2K areas discussed above through a readiness process that seeks to: 1. increase the awareness of the issue among key employees; 2. identify areas of potential risk; 3. assess the relative impact of these risks and Samson's ability to manage them; and 4. remediate these risks on a priority basis wherever possible. One of Samson Investment Company's Executive Vice Presidents is responsible for communicating to its Board of Directors Y2K actions and for the ultimate implementation of its Y2K plan. He has delegated to Samson Investment Company's Senior Vice President-Technology and Administrative Services principal responsibility for ensuring Y2K compliance within Samson. Samson has been planning for the impact of Y2K on its information technology systems since 1993. As of July 15, 1999, Samson is in the final stages of implementation of a Y2K plan, as summarized below: FINANCIAL AND ADMINISTRATIVE SYSTEMS 1. Awareness. Samson has alerted its officers, managers and supervisors of Y2K issues and asked them to have their employees participate in the identification of potential Y2K risks which might otherwise go unnoticed by higher level employees and officers. As a result, awareness of the issue is considered high. 2. Risk Identification. Samson's most significant financial and administrative systems exposure is the Y2K status of the accounting and land administration system used to collect and manage data for internal management decision making and for external revenue and accounts payable purposes. Other concerns include network hardware and software, desktop computing hardware and software, telecommunications, and office space readiness. 3. Risk Assessment. The failure to identify and correct a material Y2K problem could result in inaccurate or untimely financial information for management decision-making or cash flow and payment purposes, including maintaining oil and gas leases. 4. Remediation. Since 1993, Samson has been upgrading its accounting and land administration software. Substantially all of the Y2K upgrades have been completed, with the remainder scheduled to be completed during the 3rd quarter of 1999. In addition, in 1997 and 1998 Samson replaced or applied software patches to substantially all of its network -48- and desktop software applications and believes them to be generally Y2K compliant. Additional patches or software upgrades will be applied no later than September 30, 1999 to complete this process. The costs of all such risk assessments and remediation are not expected to be material to the Partnerships. 5. Contingency Planning. Notwithstanding the foregoing, should there be significant unanticipated disruptions in Samson's financial and administrative systems, all of the accounting processes that are currently automated will need to be performed manually. Samson has communicated to its management team the importance of having adequate staff available to manually perform necessary functions to minimize disruptions. IMBEDDED SYSTEMS 1. Awareness. Samson's Y2K program has involved all levels of field personnel from production foremen and higher. Employees at all levels of the organization have been asked to participate in the identification of potential Y2K risks, which might otherwise go unnoticed by higher level employees and officers of Samson, and as a result, awareness of the issue is considered high. 2. Risk Identification. Samson has inventoried all possible exposures to imbedded chips and systems. Such exposures can be classified as either (i) oil and gas production and processing equipment or (ii) office machines such as faxes, copiers, phones, etc. With respect to oil and gas production and processing equipment, neither Samson nor the Partnerships operate offshore wells, significant processing plants, or wells with older electronic monitoring systems. As a result, Samson's inventory identified less than 10 applications using imbedded chips. All of these have been tested by the respective vendors and have been found to be Y2K compliant or have been upgraded or replaced. Office machines have been tested by Samson and vendors and are believed to be compliant. 3. Risk Assessment and Remediation. The failure to identify and correct a material Y2K problem in an imbedded system could result in outcomes ranging from errors in data reporting to curtailments or shutdowns in production. As noted above, Samson has identified less than 10 imbedded system applications all of which have been made compliant or replaced. None of these applications are believed to be material to Samson or the Partnerships. Samson believes -49- that sufficient manual processes are available to minimize any field level risk and that there will be no material impact on the Partnerships with respect to these applications. 4. Contingency Planning. Should material production disruptions occur as a result of Y2K failures in field operations, Samson will utilize its existing field personnel in an attempt to avoid any material impact on operating cash flow. Samson is not able to quantify any potential exposure in the event of systems failure or inadequate manual alternatives. THIRD PARTY EXPOSURES 1. Awareness. Samson has advised management to consider Y2K implications with its outside vendors, customers, and business partners. Management has been asked to participate in the identification of potential third party Y2K risks and, as a result, awareness of the issue is considered high. 2. Risk Identification. Samson's most significant third party Y2K exposure is its dependence on third parties for the receipt of revenues from oil and gas sales. However, virtually all of these purchasers are very large and sophisticated companies. Other Y2K concerns include the availability of electric power to Samson's field operations, the integrity of telecommunication systems, and the readiness of commercial banks to execute electronic fund transfers. 3. Risk Assessment. Because of the high awareness of the Y2K problem in the U.S., Samson has not undertaken and does not plan to undertake a formal company wide plan to make inquiries of third parties on the subject of Y2K readiness. If it did so, Samson has no ability to require responses to such inquiries or to independently verify their accuracy. Samson has, however, received oral assurances from its significant oil and gas purchasers of Y2K compliance. If significant disruptions from major purchasers were to occur, however, there could be a material and adverse impact on the Partnerships' results of operations, liquidity, and financial conditions. It is important to note that third party oil and gas purchasers have significant incentives to avoid disruptions arising from a Y2K failure. For example, most of these parties are under contractual obligations to purchase oil and gas or disperse revenues to Samson. The failure to do so will result in contractual and statutory penalties. Therefore, Samson believes that it is unlikely that there will be material third party non-compliance with purchase and remittance obligations as a result of Y2K issues. -50- 4. Remediation. Where Samson perceives significant risk of Y2K non-compliance that may have a material impact on it, and where the relationship between Samson and a vendor, customer, or business partner permits, joint testing may be undertaken during the remainder of 1999 to further identify these risks. 5. Contingency Planning. In the unlikely event that material production disruptions occur as a result of Y2K failures of third parties, the Partnerships' operating cash flow could be impacted. This contingency will be factored into deliberations on the level of quarterly cash distributions paid out during any such period of cash flow disruption. -51- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. -52- PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27.1 Financial Data Schedule containing summary financial information extracted from the P-1 Partnership's financial statements as of June 30, 1999 and for the six months ended June 30, 1999, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the P-2 Partnership's financial statements as of June 30, 1999 and for the six months ended June 30, 1999, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the P-3 Partnership's financial statements as of June 30, 1999 and for the six months ended June 30, 1999, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the P-4 Partnership's financial statements as of June 30, 1999 and for the six months ended June 30, 1999, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the P-5 Partnership's financial statements as of June 30, 1999 and for the six months ended June 30, 1999, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the P-6 Partnership's financial statements as of June 30, 1999 and for the six months ended June 30, 1999, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K. None. -53- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: August 12, 1999 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: August 12, 1999 By: /s/Patrick M. Hall -------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer -54- INDEX TO EXHIBITS NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership's financial statements as of June 30, 1999 and for the six months ended June 30, 1999, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income P-2 Limited Partnership's financial statements as of June 30, 1999 and for the six months ended June 30, 1999, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-3's financial statements as of June 30, 1999 and for the six months ended June 30, 1999, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-4's financial statements as of June 30, 1999 and for the six months ended June 30, 1999, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-5's financial statements as of June 30, 1999 and for the six months ended June 30, 1999, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-6's financial statements as of June 30, 1999 and for the six months ended June 30, 1999, filed herewith. All other exhibits are omitted as inapplicable. -55-