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 September 30, 2004 Commission File Number: P-1: 0-17800 P-4: 0-18308 P-6: 0-18937 P-3: 0-18306 P-5: 0-18637 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 --------------------------------------------------------------------- (Exact Name of Registrant as specified in its Articles) P-1 73-1330245 P-3 73-1336573 P-1: 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 ------ ------ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X ------ ------ -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 September 30, December 31, 2004 2003 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 456,328 $ 399,580 Accounts receivable: Net Profits 181,671 139,856 ---------- ---------- Total current assets $ 637,999 $ 539,436 NET PROFITS INTERESTS, net, utilizing the successful efforts method 694,058 732,423 ---------- ---------- $1,332,057 $1,271,859 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 54,124) ($ 58,713) Limited Partners, issued and outstanding, 108,074 units 1,386,181 1,330,572 ---------- ---------- Total Partners' capital $1,332,057 $1,271,859 ========== ========== 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 SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 -------- -------- REVENUES: Net Profits $389,691 $329,145 Interest income 731 576 Gain on sale of Net Profits Interests 2,110 - -------- -------- $392,532 $329,721 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 20,536 $ 23,043 General and administrative (Note 2) 30,644 32,799 -------- -------- $ 51,180 $ 55,842 -------- -------- NET INCOME $341,352 $273,879 ======== ======== GENERAL PARTNER - NET INCOME $ 35,798 $ 29,404 ======== ======== LIMITED PARTNERS - NET INCOME $305,554 $244,475 ======== ======== NET INCOME per unit $ 2.83 $ 2.26 ======== ======== 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 NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 ---------- ---------- REVENUES: Net Profits $1,196,168 $1,097,097 Interest income 1,761 1,623 Gain on sale of Net Profits Interests 17,563 - ---------- ---------- $1,215,492 $1,098,720 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 52,449 $ 65,231 General and administrative (Note 2) 112,272 112,417 ---------- ---------- $ 164,721 $ 177,648 ---------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,050,771 $ 921,072 Cumulative effect of change in accounting for asset retirement obligations (Note 1) - 3,732 ---------- ---------- NET INCOME $1,050,771 $ 924,804 ========== ========== GENERAL PARTNER - NET INCOME $ 108,162 $ 97,853 ========== ========== LIMITED PARTNERS - NET INCOME $ 942,609 $ 826,951 ========== ========== NET INCOME per unit $ 8.72 $ 7.65 ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,050,771 $924,804 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 3,732) Depletion of Net Profits Interests 52,449 65,231 Gain on sale of Net Profits Interests ( 17,563) - Increase in accounts receivable - Net Profits ( 43,786) ( 35,388) ---------- -------- Net cash provided by operating activities $1,041,871 $950,915 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 10,342) ($ 24,989) Proceeds from the sale of Net Profits Interests 15,792 885 ---------- -------- Net cash provided (used) by investing activities $ 5,450 ($ 24,104) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 990,573) ($822,519) ---------- -------- Net cash used by financing activities ($ 990,573) ($822,519) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 56,748 $104,292 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 399,580 309,227 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 456,328 $413,519 ========== ======== The accompanying condensed notes are an integral part of these combined financial statements. -5- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2004 2003 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 674,235 $ 581,527 Accounts receivable: Net Profits 259,309 199,159 ---------- ---------- Total current assets $ 933,544 $ 780,686 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,079,487 1,190,694 ---------- ---------- $2,013,031 $1,971,380 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 40,253) ($ 47,020) Limited Partners, issued and outstanding, 169,637 units 2,053,284 2,018,400 ---------- ---------- Total Partners' capital $2,013,031 $1,971,380 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -6- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 -------- -------- REVENUES: Net Profits $564,291 $474,905 Interest income 1,083 835 Gain on sale of Net Profits Interests 2,658 - -------- -------- $568,032 $475,740 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 99,511 $ 33,638 General and administrative (Note 2) 47,291 50,691 -------- -------- $146,802 $ 84,329 -------- -------- NET INCOME $421,230 $391,411 ======== ======== GENERAL PARTNER - NET INCOME $ 50,829 $ 42,085 ======== ======== LIMITED PARTNERS - NET INCOME $370,401 $349,326 ======== ======== NET INCOME per unit $ 2.19 $ 2.06 ======== ======== UNITS OUTSTANDING 169,637 169,637 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -7- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 ---------- ---------- REVENUES: Net Profits $1,747,557 $1,594,314 Interest income 2,690 2,340 Gain on sale of Net Profits Interests 22,514 - ---------- ---------- $1,772,761 $1,596,654 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 148,113 $ 98,784 General and administrative (Note 2) 163,418 164,217 ---------- ---------- $ 311,531 $ 263,001 ---------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,461,230 $1,333,653 Cumulative effect of change in accounting for asset retirement obligations (Note 1) - 4,070 ---------- ---------- NET INCOME $1,461,230 $1,337,723 ========== ========== GENERAL PARTNER - NET INCOME $ 157,346 $ 142,063 ========== ========== LIMITED PARTNERS - NET INCOME $1,303,884 $1,195,660 ========== ========== NET INCOME per unit $ 7.69 $ 7.05 ========== ========== UNITS OUTSTANDING 169,637 169,637 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -8- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,461,230 $1,337,723 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 4,070) Depletion of Net Profits Interests 148,113 98,784 Gain on sale of Net Profits Interests ( 22,514) - Increase in accounts receivable - Net Profits ( 63,800) ( 55,539) ---------- ---------- Net cash provided by operating activities $1,523,029 $1,376,898 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 31,066) ($ 39,108) Proceeds from the sale of Net Profits Interests 20,324 576 ---------- ---------- Net cash used by investing activities ($ 10,742) ($ 38,532) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,419,579) ($1,172,862) ---------- ---------- Net cash used by financing activities ($1,419,579) ($1,172,862) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 92,708 $ 165,504 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 581,527 433,562 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 674,235 $ 599,066 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -9- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2004 2003 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 508,554 $ 399,864 Accounts receivable: Net Profits 308,262 240,436 ---------- ---------- Total current assets $ 816,816 $ 640,300 NET PROFITS INTERESTS, net, utilizing the successful efforts method 396,259 436,463 ---------- ---------- $1,213,075 $1,076,763 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 56,898) ($ 66,233) Limited Partners, issued and outstanding, 126,306 units 1,269,973 1,142,996 ---------- ---------- Total Partners' capital $1,213,075 $1,076,763 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -10- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 -------- -------- REVENUES: Net Profits $415,595 $357,764 Interest income 727 734 -------- -------- $416,322 $358,498 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 12,617 $ 23,510 General and administrative (Note 2) 35,469 37,938 -------- -------- $ 48,086 $ 61,448 -------- -------- NET INCOME $368,236 $297,050 ======== ======== GENERAL PARTNER - NET INCOME $ 37,887 $ 31,747 ======== ======== LIMITED PARTNERS - NET INCOME $330,349 $265,303 ======== ======== NET INCOME per unit $ 2.62 $ 2.10 ======== ======== UNITS OUTSTANDING 126,306 126,306 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -11- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 ---------- ------------ REVENUES: Net Profits $1,254,598 $1,302,591 Interest income 1,825 2,233 Gain on sale of Net Profits Interests 962 - ---------- ---------- $1,257,385 $1,304,824 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 71,829 $ 66,524 General and administrative (Note 2) 126,379 125,894 ---------- ---------- $ 198,208 $ 192,418 ---------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,059,177 $1,112,406 Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 439) ---------- ---------- NET INCOME $1,059,177 $1,111,967 ========== ========== GENERAL PARTNER - NET INCOME $ 112,200 $ 117,000 ========== ========== LIMITED PARTNERS - NET INCOME $ 946,977 $ 994,967 ========== ========== NET INCOME per unit $ 7.50 $ 7.88 ========== ========== UNITS OUTSTANDING 126,306 126,306 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -12- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,059,177 $1,111,967 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - 439 Depletion of Net Profits Interests 71,829 66,524 Gain on sale of Net Profits Interests ( 962) - Settlement of asset retirement obligation ( 77) - Decrease in accounts receivable - related party - 5 (Increase) decrease in accounts receivable - Net Profits ( 66,803) 24,966 ---------- ---------- Net cash provided by operating activities $1,063,164 $1,203,901 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 32,044) ($ 17,299) Proceeds from sale of Net Profits Interests 435 411 ---------- ---------- Net cash used by investing activities ($ 31,609) ($ 16,888) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 922,865) ($1,065,278) ---------- ---------- Net cash used by financing activities ($ 922,865) ($1,065,278) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 108,690 $ 121,735 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 399,864 351,179 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 508,554 $ 472,914 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -13- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2004 2003 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 402,525 $ 337,494 Accounts receivable: Net Profits 14,122 - ---------- ---------- Total current assets $ 416,647 $ 337,494 NET PROFITS INTERESTS, net, utilizing the successful efforts method 610,957 616,277 ---------- ---------- $1,027,604 $ 953,771 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ - $ 3,810 ---------- ---------- Total current liabilities $ - $ 3,810 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 56,696) ($ 59,667) Limited Partners, issued and outstanding, 118,449 units 1,084,300 1,009,628 ---------- ---------- Total Partners' capital $1,027,604 $ 949,961 ---------- ---------- $1,027,604 $ 953,771 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -14- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 -------- -------- REVENUES: Net Profits $262,437 $288,814 Interest income 664 662 -------- -------- $263,101 $289,476 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 9,775 $ 14,637 General and administrative (Note 2) 33,324 35,631 -------- -------- $ 43,099 $ 50,268 -------- -------- NET INCOME $220,002 $239,208 ======== ======== GENERAL PARTNER - NET INCOME $ 22,814 $ 25,172 ======== ======== LIMITED PARTNERS - NET INCOME $197,188 $214,036 ======== ======== NET INCOME per unit $ 1.66 $ 1.80 ======== ======== UNITS OUTSTANDING 118,449 118,449 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -15- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 ---------- ---------- REVENUES: Net Profits $941,450 $1,047,998 Interest income 1,580 1,850 Loss on sale of Net Profits Interests ( 749) - -------- ---------- $942,281 $1,049,848 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 63,322 $ 56,027 General and administrative (Note 2) 119,833 119,276 -------- ---------- $183,155 $ 175,303 -------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $759,126 $ 874,545 Cumulative effect of change in accounting for asset retirement obligations (Note 1) - 2,785 -------- ---------- NET INCOME $759,126 $ 877,330 ======== ========== GENERAL PARTNER - NET INCOME $ 81,454 $ 58,563 ======== ========== LIMITED PARTNERS - NET INCOME $677,672 $ 818,767 ======== ========== NET INCOME per unit $ 5.72 $ 6.91 ======== ========== UNITS OUTSTANDING 118,449 118,449 ======== ========== The accompanying condensed notes are an integral part of these combined financial statements. -16- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $759,126 $877,330 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 2,785) Depletion of Net Profits Interests 63,322 56,027 Loss on sale of Net Profits Interests 749 - Settlement of asset retirement obligation ( 104) - Increase in accounts receivable - Net Profits ( 25,735) ( 18,863) -------- -------- Net cash provided by operating activities $797,358 $911,709 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 50,844) ($ 13,491) Proceeds from the sale of Net Profits Interests - 8,777 -------- -------- Net cash used by investing activities ($ 50,844) ($ 4,714) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($681,483) ($706,510) -------- -------- Net cash used by financing activities ($681,483) ($706,510) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 65,031 $200,485 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 337,494 252,994 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $402,525 $453,479 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -17- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2004 2003 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 653,975 $ 567,735 ---------- ---------- Total current assets $ 653,975 $ 567,735 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,197,197 1,264,192 ---------- ---------- $1,851,172 $1,831,927 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 163,171 $ 39,658 ---------- ---------- Total current liabilities $ 163,171 $ 39,658 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 70,380) ($ 60,944) Limited Partners, issued and outstanding, 143,041 units 1,758,381 1,853,213 ---------- ---------- Total Partners' capital $1,688,001 $1,792,269 ---------- ---------- $1,851,172 $1,831,927 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -18- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 -------- -------- REVENUES: Net Profits $336,118 $456,758 Interest income 973 1,071 -------- -------- $337,091 $457,829 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 22,903 $ 33,524 General and administrative (Note 2) 40,033 42,864 -------- -------- $ 62,936 $ 76,388 -------- -------- NET INCOME $274,155 $381,441 ======== ======== GENERAL PARTNER - NET INCOME $ 29,380 $ 41,054 ======== ======== LIMITED PARTNERS - NET INCOME $244,775 $340,387 ======== ======== NET INCOME per unit $ 1.71 $ 2.38 ======== ======== UNITS OUTSTANDING 143,041 143,041 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -19- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 ------------ ---------- REVENUES: Net Profits $1,416,290 $1,900,291 Interest income 2,448 2,752 Loss on sale of Net Profits Interests ( 256) - ---------- ---------- $1,418,482 $1,903,043 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 95,375 $ 109,895 General and administrative (Note 2) 140,321 140,001 ---------- ---------- $ 235,696 $ 249,896 ---------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,182,786 $1,653,147 Cumulative effect of change in accounting for asset retirement obligations (Note 1) - 1,477 ---------- ---------- NET INCOME $1,182,786 $1,654,624 ========== ========== GENERAL PARTNER - NET INCOME $ 126,618 $ 174,945 ========== ========== LIMITED PARTNERS - NET INCOME $1,056,168 $1,479,679 ========== ========== NET INCOME per unit $ 7.38 $ 10.34 ========== ========== UNITS OUTSTANDING 143,041 143,041 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -20- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited) 2004 2003 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,182,786 $1,654,624 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 1,477) Depletion of Net Profits Interests 95,375 109,895 Loss on sale of Net Profits Interests 256 - Settlement of asset retirement obligation ( 36) - (Increase) decrease in accounts receivable - Net Profits 114,027 ( 55,935) ---------- ---------- Net cash provided by operating activities $1,392,408 $1,707,107 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 19,114) ($ 6,832) Proceeds from sale of Net Profits Interests - 5,252 ---------- ---------- Net cash used by investing activities ($ 19,114) ($ 1,580) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,287,054) ($1,352,721) ---------- ---------- Net cash used by financing activities ($1,287,054) ($1,352,721) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 86,240 $ 352,806 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 567,735 317,796 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 653,975 $ 670,602 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -21- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS SEPTEMBER 30, 2004 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of September 30, 2004, combined statements of operations for the three and nine months ended September 30, 2004 and 2003, and combined statements of cash flows for the nine months ended September 30, 2004 and 2003 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 September 30, 2004, the combined results of operations for the three and nine months ended September 30, 2004 and 2003, and the combined cash flows for the nine months ended September 30, 2004 and 2003. 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, 2003. The results of operations for the period ended September 30, 2004 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. -22- RECLASSIFICATION ---------------- Certain prior year balances have been reclassified to conform with current year presentation. 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. 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 and estimated salvage value of the equipment. 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. ASSET RETIREMENT OBLIGATIONS ---------------------------- In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Partnerships). On January 1, 2003, the Partnerships adopted FAS No. 143 and recorded an increase in Net Profits Interests, an increase (decrease) in net income for the cumulative effect of the change in accounting principle, and an asset retirement obligation, resulting in a decrease of accounts receivable - Net Profits, in the following approximate amounts for each Partnership: -23- Increase (Decrease) in Net Income Increase for the in Change in Asset Net Profits Accounting Retirement Partnerships Interests Principle Obligation ------------ ----------- ---------- ---------- P-1 $ 59,000 $4,000 $ 55,000 P-3 99,000 4,000 95,000 P-4 54,000 ( 400) 54,000 P-5 72,000 3,000 69,000 P-6 206,000 1,000 205,000 The asset retirement obligation will be adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the nine months ended September 30, 2004, the P-1, P-3, P-4, P-5, and P-6 Partnerships recognized approximately $2,000, $4,000, $2,000, $2,000 and $5,000 of an increase in depletion of Net Profits Interests, which was comprised of accretion of the asset retirement obligation and depletion of the increase in Net Profits Interests. The components of the change in asset retirement obligations for the three and nine months ended September 30, 2004 and 2003 are as shown below. -24- P-1 Partnership --------------- Three Months Three Months Ended Ended 9/30/2004 9/30/2003 ------------ ------------ Total Asset Retirement Obligation, July 1 $57,631 $56,775 Settlements and Disposals ( 238) - Accretion expense 598 621 ------- ------- Total Asset Retirement Obligation, End of Quarter $57,991 $57,396 ======= ======= Nine Months Nine Months Ended Ended 9/30/2004 9/30/2003 ------------ ------------ Total Asset Retirement Obligation, January 1 $56,388 $55,495 Settlements and Disposals ( 238) - Accretion expense 1,841 1,901 ------- ------- Total Asset Retirement Obligation, End of Period $57,991 $57,396 ======= ======= -25- P-3 Partnership --------------- Three Months Three Months Ended Ended 9/30/2004 9/30/2003 ------------ ------------ Total Asset Retirement Obligation, July 1 $97,731 $96,802 Settlements and Disposals ( 300) - Accretion expense 982 1,015 ------- ------- Total Asset Retirement Obligation, End of Quarter $98,413 $97,817 ======= ======= Nine Months Nine Months Ended Ended 9/30/2004 9/30/2003 ------------ ------------ Total Asset Retirement Obligation, January 1 $95,666 $94,622 Settlements and Disposals ( 300) - Accretion expense 3,047 3,195 ------- ------- Total Asset Retirement Obligation, End of Period $98,413 $97,817 ======= ======= -26- P-4 Partnership --------------- Three Months Three Months Ended Ended 9/30/2004 9/30/2003 ------------ ------------ Total Asset Retirement Obligation, July 1 $55,267 $55,010 Accretion expense 451 530 ------- ------- Total Asset Retirement Obligation, End of Quarter $55,718 $55,540 ======= ======= Nine Months Nine Months Ended Ended 9/30/2004 9/30/2003 ------------ ------------ Total Asset Retirement Obligation, January 1 $56,632 $53,986 Settlements and Disposals ( 2,277) - Accretion expense 1,363 1,554 ------- ------- Total Asset Retirement Obligation, End of Period $55,718 $55,540 ======= ======= -27- P-5 Partnership --------------- Three Months Three Months Ended Ended 9/30/2004 9/30/2003 ------------ ------------ Total Asset Retirement Obligation, July 1 $74,841 $70,306 Additions and revisions ( 451) - Settlements and disposals ( 104) - Accretion expense 584 691 ------- ------- Total Asset Retirement Obligation, End of Quarter $74,870 $70,997 ======= ======= Nine Months Nine Months Ended Ended 9/30/2004 9/30/2003 ------------ ------------ Total Asset Retirement Obligation, January 1 $72,299 $68,918 Additions and revisions 881 - Settlements and disposals ( 104) - Accretion expense 1,794 2,079 ------- ------- Total Asset Retirement Obligation, End of Period $74,870 $70,997 ======= ======= -28- P-6 Partnership --------------- Three Months Three Months Ended Ended 9/30/2004 9/30/2003 ------------ ------------ Total Asset Retirement Obligation, July 1 $209,711 $208,258 Additions and revisions 29 - Settlements and disposals ( 36) - Accretion expense 1,371 1,804 -------- -------- Total Asset Retirement Obligation, End of Quarter $211,075 $210,062 ======== ======== Nine Months Nine Months Ended Ended 9/30/2004 9/30/2003 ------------ ------------ Total Asset Retirement Obligation, January 1 $206,661 $204,576 Additions and revisions 308 - Settlements and disposals ( 36) - Accretion expense 4,142 5,486 -------- -------- Total Asset Retirement Obligation, End of Period $211,075 $210,062 ======== ======== 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 September 30, 2004, the following payments were made to the General Partner or its affiliates by the Partnerships: -29- Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- P-1 $2,204 $28,440 P-3 2,651 44,640 P-4 2,229 33,240 P-5 2,154 31,170 P-6 2,392 37,641 During the nine months ended September 30, 2004, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- P-1 $26,952 $ 85,320 P-3 29,498 133,920 P-4 26,659 99,720 P-5 26,323 93,510 P-6 27,398 112,923 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. -30- 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 underlying Working Interests. The net proceeds from the oil and gas operations are distributed to the Limited Partners -31- 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-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 September 30, 2004 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. Occasional expenditures by the owners of the Working Interests for new wells or well recompletions or workovers, however, may reduce or eliminate cash available for a particular quarterly cash distribution. The Partnerships' termination date under the partnership agreements is December 31, 2005. The General Partner may extend the terms of the Partnerships for up to five two-year extension periods. The General Partner has not yet determined whether it will extend the terms of any Partnership. Accordingly, the financial statements have not been presented on a liquidation basis because it is not probable that the Partnerships will be terminated within the next year. -32- CRITICAL ACCOUNTING POLICIES - ---------------------------- The Partnerships follow the successful efforts method of accounting for their Net Profits Interests. Under the successful efforts method, the Partnerships capitalize all acquisition costs. Such acquisition costs include costs incurred by the Partnerships or the General Partner to acquire a Net Profits Interest, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions plus an allocated portion of the General Partner's property screening costs. The net acquisition cost to the Partnerships of the Net Profits Interests in properties acquired by the General Partner consists of the cost of acquiring the underlying properties adjusted for the net cash results of operations, including any interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner. Depletion of the cost of Net Profits Interests is computed on the unit-of-production method. The Partnerships' calculation of depletion of their Net Profits Interests includes estimated dismantlement and abandonment costs and estimated salvage value of the equipment. The Partnerships evaluate the recoverability of the carrying costs of their Net Profits Interests in proved oil and gas properties for each oil and gas field (rather than separately for each well). If the unamortized costs of a Net Profits Interest within a field exceeds the expected undiscounted future cash flows from such Net Profits Interest, the cost of the Net Profits Interest is written down to fair value, which is determined by using the estimated discounted future cash flows from the Net Profits Interest. Accounts Receivable (Accounts Payable) - Net Profits Revenues from a Net Profits Interest consist of a share of the oil and gas sales of the property, less operating and production expenses. The partnerships accrue for oil and gas revenues less expenses from the Net Profits Interests. Sales of gas applicable to the Net Profits Interests are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts. During such times as sales of gas exceed a Partnership's pro rata share of estimated total gas reserves attributable to the underlying property, such excess is recorded as a liability. The rates per Mcf used to calculate this liability are based on the average gas price received for the volumes at the time the overproduction occurred. This also approximates the price for which the Partnerships are currently settling -33- this liability. This liability is recorded as a reduction of accounts receivable. Also included in accounts receivable (payable) - Net Profits are amounts which represent costs deferred or accrued for Net Profits relating to lease operating expenses incurred in connection with the net underproduced or overproduced gas imbalance positions. The rate used in calculating the deferred charge or accrued liability is the annual average production costs per Mcf. Also included in accounts receivable (payable) - Net Profits is the asset retirement obligation. NEW ACCOUNTING PRONOUNCEMENTS - ----------------------------- Below is a brief description of Financial Accounting Standards ("FAS") recently issued by the Financial Accounting Standards Board ("FASB") which may have an impact on the Partnerships' future results of operations and financial position. In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Partnerships). On January 1, 2003, the Partnerships adopted FAS No. 143 and recorded an increase in Net Profits Interests, an increase (decrease) in net income for the cumulative effect of the change in accounting principle, and an asset retirement obligation, resulting in a decrease of accounts receivable - Net Profits, in the following approximate amounts for each Partnership: Increase (Decrease) in Net Income Increase for the in Change in Asset Net Profits Accounting Retirement Partnerships Interests Principle Obligation ------------ ----------- ---------- ---------- P-1 $ 59,000 $4,000 $ 55,000 P-3 99,000 4,000 95,000 P-4 54,000 ( 400) 54,000 P-5 72,000 3,000 69,000 P-6 206,000 1,000 205,000 -34- The asset retirement obligation will be adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the nine months ended September 30, 2004, the P-1, P-3, P-4, P-5, and P-6 Partnerships recognized approximately $2,000, $4,000, $2,000, $2,000 and $5,000 of an increase in depletion of Net Profits Interests, which was comprised of accretion of the asset retirement obligation and depletion of the increase in Net Profits Interests. PROVED RESERVES AND NET PRESENT VALUE - ------------------------------------- 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 future. Although every reasonable effort has been made to ensure that these reserve estimates represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures. The following tables summarize changes in net quantities of the Partnerships' proved reserves, 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, and are annually reviewed by an independent engineering firm. "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. The following information includes certain gas balancing adjustments which cause the gas volume to differ from the reserve reports prepared by the General Partner. -35- P-1 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2003 208,273 2,266,710 Production ( 5,644) ( 76,701) Sale of minerals in place ( 30) - Revisions of previous estimates ( 3,173) ( 10,382) ------- --------- Proved reserves, March 31, 2004 199,426 2,179,627 Production ( 4,426) ( 57,246) Revisions of previous estimates 26,610 228,065 ------- --------- Proved reserves, June 30, 2004 221,610 2,350,446 Production ( 4,267) ( 72,900) Revisions of previous estimates 3,394 23,166 ------- --------- Proved reserves, Sept. 30, 2004 220,737 2,300,712 ======= ========= -36- P-3 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2003 276,495 3,719,305 Production ( 7,208) ( 118,733) Sale of minerals in place ( 57) - Revisions of previous estimates ( 3,914) ( 6,355) ------- --------- Proved reserves, March 31, 2004 265,316 3,594,217 Production ( 5,754) ( 89,392) Revisions of previous estimates 33,981 334,974 ------- --------- Proved reserves, June 30, 2004 293,543 3,839,799 Production ( 5,516) ( 109,226) Revisions of previous estimates 3,234 ( 40,269) ------- --------- Proved reserves, Sept. 30, 2004 291,261 3,690,304 ======= ========= -37- P-4 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2003 65,990 2,098,543 Production ( 4,775) ( 66,934) Sales of minerals in place ( 52) - Revisions of previous estimates 455 13,281 ------ --------- Proved reserves, March 31, 2004 61,618 2,044,890 Production ( 4,799) ( 61,180) Extensions and discoveries 129 241 Revisions of previous estimates 3,689 132,232 ------ --------- Proved reserves, June 30, 2004 60,637 2,116,183 Production ( 4,790) ( 57,728) Extensions and discoveries 33 198 Revisions of previous estimates 2,725 1,338 ------ --------- Proved reserves, Sept. 30, 2004 58,605 2,059,991 ====== ========= -38- P-5 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2003 47,470 2,346,641 Production ( 1,387) ( 73,924) Sale of minerals in place ( 5) - Revisions of previous estimates ( 6,089) ( 22,991) ------- --------- Proved reserves, March 31, 2004 39,989 2,249,726 Production ( 1,308) ( 60,761) Extensions and discoveries - 74,679 Revisions of previous estimates 3,086 102,130 ------- --------- Proved reserves, June 30, 2004 41,767 2,365,774 Production ( 748) ( 74,039) Revisions of previous estimates 2,500 6,455 ------- --------- Proved reserves, Sept. 30, 2004 43,519 2,298,190 ======= ========= -39- P-6 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2003 125,839 4,110,686 Production ( 3,307) ( 127,504) Revisions of previous estimates 928 18,194 ------- --------- Proved reserves, March 31, 2004 123,460 4,001,376 Production ( 2,502) ( 107,645) Extensions and discoveries - 25,630 Revisions of previous estimates 9,170 360,754 ------- --------- Proved reserves, June 30, 2004 130,128 4,280,115 Production 870 ( 95,096) Revisions of previous estimates 2,779 ( 33,271) ------- --------- Proved reserves, Sept. 30, 2004 133,777 4,151,748 ======= ========= The net present value of the Partnerships' reserves may change dramatically as oil and gas prices change or as volumes change for the reasons described above. 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. The following table indicates the estimated net present value of the Partnerships' proved reserves as of September 30, 2004, June 30, 2004, March 31, 2004, and December 31, 2003. Net present value attributable to the Partnerships' proved reserves was calculated on the basis of current costs and prices as of the date of estimation. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. The table also indicates the gas prices in effect on the dates corresponding to the reserve valuations. Changes in the oil and gas prices have caused the estimates of remaining economically recoverable reserves, as well as the values placed on said reserves to fluctuate. The prices used in calculating the net present value attributable to the Partnerships' proved reserves do not necessarily reflect -40- market prices for oil and gas production subsequent to September 30, 2004. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at September 30, 2004 will actually be realized for such production. Net Present Value of Reserves (In 000's) -------------------------------------------- Partnership 9/30/04 6/30/04 3/31/04 12/31/03 ----------- ------- ------- ------- -------- P-1 $ 9,103 $ 8,003 $ 7,182 $ 7,347 P-3 13,485 12,315 11,117 11,351 P-4 6,960 6,786 6,657 6,829 P-5 6,164 6,098 5,533 6,052 P-6 11,781 11,069 9,998 10,327 Oil and Gas Prices -------------------------------------------- Pricing 9/30/04 6/30/04 3/31/04 12/31/03 ----------- ------- ------- ------- -------- Oil (Bbl) $ 49.56 $ 33.75 $ 32.50 $ 29.25 Gas (Mcf) 6.23 6.04 5.63 5.77 RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The primary source of liquidity and Partnership cash distributions comes from the net revenues generated from the sale of oil and gas produced from the Partnerships' oil and gas properties. The level of net revenues is highly dependent upon the total volumes of oil and natural gas sold. Oil and gas reserves are depleting assets and will experience production declines over time, thereby likely resulting in reduced net revenues. The level of net revenues is also highly dependent upon the prices received for oil and gas sales, which prices have historically been very volatile and may continue to be so. Additionally, lower oil and natural gas prices may reduce the amount of oil and gas that is economic to produce and reduce the Partnerships' revenues and cash flow. Various factors beyond the Partnerships' control will affect prices for oil and natural gas, such as: -41- * Worldwide and domestic supplies of oil and natural gas; * The ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree to and maintain oil prices and production quotas; * Political instability or armed conflict in oil-producing regions or around major shipping areas; * The level of consumer demand and overall economic activity; * The competitiveness of alternative fuels; * Weather conditions; * The availability of pipelines for transportation; and * Domestic and foreign government regulations and taxes. It is not possible to predict the future direction of oil or natural gas prices or whether the above discussed trends will remain. Operating costs, including General and Administrative Expenses, may not decline over time or may experience only a gradual decline, thus adversely affecting net revenues as either production or oil and natural gas prices decline. In any particular period, net revenues may also be affected by either the receipt of proceeds from property sales or the incursion of additional costs as a result of well workovers, recompletions, new well drilling, and other events. P-1 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2003. Three Months Ended September 30, -------------------------------- 2004 2003 -------- -------- Net Profits $389,691 $329,145 Barrels produced 4,267 4,593 Mcf produced 72,900 68,831 Average price/Bbl $ 39.47 $ 29.17 Average price/Mcf $ 4.57 $ 3.75 As shown in the table above, total Net Profits increased $60,546 (18.4%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. Of this increase, approximately (i) $44,000 and $60,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $15,000 was related to an increase in volumes of gas sold. These increases were partially offset by decreases of approximately (i) $49,000 related to an increase in production expenses and (ii) $9,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 326 barrels, while volumes of gas sold increased 4,069 Mcf for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. The increase in -42- production expenses was primarily due to (i) workover expenses incurred on two significant wells during the three months ended September 30, 2004 and (ii) an increase in production taxes associated with the increase in oil and gas sales. Depletion of Net Profits Interests decreased $2,507 (10.9%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves since September 30, 2003. As a percentage of Net Profits, this expense decreased to 5.3% for the three months ended September 30, 2004 from 7.0% for the three months ended September 30, 2003. This percentage decrease was primarily due to (i) the increase in Net Profits and (ii) the dollar decrease in depletion of Net Profits Interests. General and administrative expenses decreased $2,155 (6.6%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. As a percentage of Net Profits, these expenses decreased to 7.9% for the three months ended September 30, 2004 from 10.0% for the three months ended September 30, 2003. This percentage decrease was primarily due to the increase in Net Profits. NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2003. Nine Months Ended September 30, ------------------------------- 2004 2003 ---------- ---------- Net Profits $1,196,168 $1,097,097 Barrels produced 14,337 14,691 Mcf produced 206,847 212,570 Average price/Bbl $ 34.53 $ 28.53 Average price/Mcf $ 4.64 $ 4.43 As shown in the table above, total Net Profits increased $99,071 (9.0%) for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. Of this increase, approximately $86,000 and $44,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $10,000 and $25,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 354 barrels and 5,723 Mcf, respectively, for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. -43- Depletion of Net Profits Interests decreased $12,782 (19.6%) for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves since September 30, 2003. As a percentage of Net Profits, this expense decreased to 4.4% for the nine months ended September 30, 2004 from 5.9% for the nine months ended September 30, 2003. This percentage decrease was primarily due to the dollar decrease in depletion of Net Profits Interests. General and administrative expenses remained relatively constant for the nine months ended September 30, 2004 and 2003. As a percentage of Net Profits, these expenses decreased to 9.4% for the nine months ended September 30, 2004 from 10.2% for the nine months ended September 30, 2003. Cumulative cash distributions to the Limited Partners through September 30, 2004 were $16,539,558 or 153.04% of Limited Partners' capital contributions. P-3 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2003. Three Months Ended September 30, -------------------------------- 2004 2003 -------- -------- Net Profits $564,291 $474,905 Barrels produced 5,516 5,896 Mcf produced 109,226 104,243 Average price/Bbl $ 39.42 $ 29.13 Average price/Mcf $ 4.68 $ 3.87 As shown in the table above, total Net Profits increased $89,386 (18.8%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. Of this increase, approximately (i) $56,000 and $89,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $19,000 was related to an increase in volumes of gas sold. These increases were partially offset by decreases of approximately (i) $64,000 related to an increase in production expenses and (ii) $11,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 380 barrels, while volumes of gas sold increased 4,983 Mcf for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. The increase in production expenses was primarily due to (i) workover expenses incurred on two significant wells during the three months ended September 30, 2004 and (ii) an increase in production taxes associated with the increase in oil and gas sales. -44- Depletion of Net Profits Interests increased $65,873 (195.8%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. This increase was primarily due to one significant well being fully depleted during the three months ended September 30, 2004 due to the lack of remaining reserves, which increase was partially offset by upward revisions in the estimates of remaining oil and gas reserves since September 30, 2003. As a percentage of Net Profits, this expense increased to 17.6% for the three months ended September 30, 2004 from 7.1% for the three months ended September 30, 2003. This percentage increase was primarily due to the dollar increase in depletion of Net Profits Interests. General and administrative expenses decreased $3,400 (6.7%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. As a percentage of Net Profits, these expenses decreased to 8.4% for the three months ended September 30, 2004 from 10.7% for the three months ended September 30, 2003. This percentage decrease was primarily due to the increase in Net Profits. NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2003. Nine Months Ended September 30, ------------------------------- 2004 2003 ---------- ---------- Net Profits $1,747,557 $1,594,314 Barrels produced 18,478 18,942 Mcf produced 317,351 319,196 Average price/Bbl $ 34.57 $ 28.54 Average price/Mcf $ 4.76 $ 4.56 As shown in the table above, total Net Profits increased $153,243 (9.6%) for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. Of this increase, approximately $111,000 and $65,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 464 barrels and 1,845 Mcf, respectively, for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. Depletion of Net Profits Interests increased $49,329 (49.9%) for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. This increase was primarily due to one significant well being fully depleted during the nine months ended September 30, 2004 due to the lack of remaining reserves, which increase was partially offset by upward revisions in the estimates of remaining oil and gas reserves since September 30, 2003. As a percentage of Net Profits, this expense increased to 8.5% for the nine months ended September 30, 2004 from 6.2% for the nine -45- months ended September 30, 2003. This percentage increase was primarily due to the dollar increase in depletion of Net Profits Interests. General and administrative expenses remained relatively constant for the nine months ended September 30, 2004 and 2003. As a percentage of Net Profits, these expenses decreased to 9.4% for the nine months ended September 30, 2004 from 10.3% for the nine months ended September 30, 2003. Cumulative cash distributions to the Limited Partners through September 30, 2004 were $23,086,401 or 136.09% of Limited Partners' capital contributions. P-4 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2003. Three Months Ended September 30, -------------------------------- 2004 2003 -------- -------- Net Profits $415,595 $357,764 Barrels produced 4,790 4,612 Mcf produced 57,728 65,963 Average price/Bbl $ 41.75 $ 28.13 Average price/Mcf $ 5.36 $ 5.06 As shown in the table above, total Net Profits increased $57,831 (16.2%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. Of this increase, approximately (i) $65,000 and $18,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $11,000 was related to a decrease in production expenses. These increases were partially offset by a decrease of approximately $42,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 178 barrels, while volumes of gas sold decreased 8,235 Mcf for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment made by the operator on one significant well during the three months ended September 30, 2003. These decreases were partially offset by the first receipt of revenues from a well during the three months ended September 30, 2004. The decrease in production expenses was primarily due to workover expenses incurred on two significant wells during the three months ended September 30, 2003, which decrease was partially offset by an increase in production taxes associated with the payout of one non-consent well. -46- Depletion of Net Profits Interests decreased $10,893 (46.3%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. This decrease was primarily due to upward revisions in the estimates of remaining oil reserves since September 30, 2003, which decrease was partially offset by one significant well being fully depleted during the three months ended September 30, 2004. As a percentage of Net Profits, this expense decreased to 3.0% for the three months ended September 30, 2004 from 6.6% for the three months ended September 30, 2003. This percentage decrease was primarily due to the dollar decrease in depletion of Net Profits Interests. General and administrative expenses decreased $2,469 (6.5%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. As a percentage of Net Profits, these expenses decreased to 8.5% for the three months ended September 30, 2004 from 10.6% for the three months ended September 30, 2003. This percentage decrease was primarily due to the increase in Net Profits Interests. NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2003. Nine Months Ended September 30, ------------------------------- 2004 2003 ---------- ---------- Net Profits $1,254,598 $1,302,591 Barrels produced 14,364 16,559 Mcf produced 185,842 199,513 Average price/Bbl $ 37.53 $ 29.56 Average price/Mcf $ 5.54 $ 5.49 As shown in the table above, total Net Profits decreased $47,993 (3.7%) for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. Of this decrease, approximately (i) $65,000 and $75,000, respectively, were related to decreases in volumes of oil and gas sold and (ii) $31,000 was related to an increase in production expenses. These decreases were partially offset by increases of approximately $115,000 and $8,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,195 barrels and 13,671 Mcf, respectively, for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment made by the operator on one significant well during the nine months ended September 30, 2003. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on two significant -47- wells during the nine months ended September 30, 2003. These decreases were partially offset by the first receipt of revenues from a well during the three months ended September 30, 2004. The increase in production expenses was primarily due to (i) workover expenses incurred on several wells during the nine months ended September 30, 2004, (ii) positive prior period lease operating expense adjustments made by the operators on several wells during the nine months ended September 30, 2004, and (iii) an increase in production taxes associated with the payout of one non-consent well. Depletion of Net Profits Interests increased $5,305 (8.0%) for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. As a percentage of Net Profits, this expense increased to 5.7% for the nine months ended September 30, 2004 from 5.1% for the nine months ended September 30, 2003. This percentage increase was primarily due to (i) the dollar increase in depletion of Net Profits Interests and (ii) the decrease in Net Profits. General and administrative expenses remained relatively constant for the nine months ended September 30, 2004 and 2003. As a percentage of Net Profits, these expenses increased to 10.1% for the nine months ended September 30, 2004 from 9.7% for the nine months ended September 30, 2003. Cumulative cash distributions to the Limited Partners through September 30, 2004 were $18,537,945 or 146.77% of Limited Partners' capital contributions. -48- P-5 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2003. Three Months Ended September 30, -------------------------------- 2004 2003 -------- -------- Net Profits $262,437 $288,814 Barrels produced 748 851 Mcf produced 74,039 73,140 Average price/Bbl $ 43.20 $ 30.03 Average price/Mcf $ 4.40 $ 4.55 As shown in the table above, total Net Profits decreased $26,377 (9.1%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. Of this decrease, approximately (i) $26,000 was related to an increase in production expenses, (ii) $11,000 was related to a decrease in the average price of gas sold, and (iii) $3,000 was related to a decrease in volumes of oil sold. These decreases were partially offset by increases of approximately (i) $10,000 related to an increase in the average price of oil sold and (ii) $4,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 103 barrels, while volumes of gas sold increased 899 Mcf for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. The decrease in volumes of oil sold was primarily due to (i) the shutting-in of a producing zone on one significant well during late 2003 and (ii) normal declines in production. As of the date of this Quarterly Report, management does not expect the shut-in zone to return to production. The increase in production expenses was primarily due to workover expenses incurred on two significant wells during the three months ended September 30, 2004. Depletion of Net Profits Interests decreased $4,862 (33.2%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. This decrease was primarily due to upward revisions in the estimates of remaining gas reserves since September 30, 2003. As a percentage of Net Profits, this expense decreased to 3.7% for the three months ended September 30, 2004 from 5.1% for the three months ended September 30, 2003. This percentage decrease was primarily due to the dollar decrease in depletion of Net Profits Interests. General and administrative expenses decreased $2,307 (6.5%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. As a percentage of Net Profits, these expenses increased to 12.7% for the three months ended September 30, 2004 from 12.3% for the three months ended September 30, 2003. -49- NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2003. Nine Months Ended September 30, ------------------------------ 2004 2003 -------- ---------- Net Profits $941,450 $1,047,998 Barrels produced 3,443 5,159 Mcf produced 208,724 236,977 Average price/Bbl $ 36.05 $ 30.08 Average price/Mcf $ 5.08 $ 4.87 As shown in the table above, total Net Profits decreased $106,548 (10.2%) for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. Of this decrease, approximately $52,000 and $138,000, respectively, were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of approximately (i) $21,000 and $43,000, respectively, related to increases in the average prices of oil and gas sold and (ii) $19,000 related to a decrease in production expenses. Volumes of oil and gas sold decreased 1,716 barrels and 28,253 Mcf, respectively, for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. The decrease in volumes of oil sold was primarily due to (i) the shutting-in of a producing zone on one significant well during late 2003 and (ii) normal declines in production. As of the date of this Quarterly Report, management does not expect the shut-in zone to return to production. The decrease in volumes of gas sold was primarily due to (i) downward revisions in the estimates of remaining gas reserves on one significant well resulting in the P-5 Partnership becoming over produced beyond ultimate reserves thereby increasing the Partnership's gas imbalance payable and (ii) normal declines in production. These decreases were partially offset by the successful completion of one significant well during early 2004. The decrease in production expense was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) workover expenses incurred on one significant well during the nine months ended September 30, 2003, and (iii) a decrease in production taxes associated with the decrease in oil and gas sales. These decreases were partially offset by workover expenses incurred on two significant wells during the nine months ended September 30, 2004. -50- Depletion of Net Profits Interests increased $7,295 (13.0%) for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. This increase was primarily due to an increase in depletable Net Profits Interests primarily due to developmental drilling activities on several properties during the nine months ended September 30, 2004, which increase was partially offset by upward revisions in the estimates of remaining gas reserves since September 30, 2003. As a percentage of Net Profits, this expense increased to 6.7% for the nine months ended September 30, 2004 from 5.3% for the nine months ended September 30, 2003. This percentage increase was primarily due to (i) the dollar increase in depletion of Net Profits Interests and (ii) the decrease in Net Profits. General and administrative expenses remained relatively constant for the nine months ended September 30, 2004 and 2003. As a percentage of Net Profits, these expenses increased to 12.7% for the nine months ended September 30, 2004 from 11.4% for the nine months ended September 30, 2003. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through September 30, 2004 were $12,993,759 or 109.70% of Limited Partners' capital contributions. P-6 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2003. Three Months Ended September 30, -------------------------------- 2004 2003 ---------- -------- Net Profits $336,118 $456,758 Barrels produced ( 870) 2,756 Mcf produced 95,096 121,866 Average price/Bbl $ - $ 26.60 Average price/Mcf $ 5.41 $ 4.26 As shown in the table above, total Net Profits decreased $120,640 (26.4%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. Of this decrease, approximately (i) $96,000 and $114,000, respectively, were related to decreases in volumes of oil and gas sold and (ii) $54,000 was related to an increase in production expenses. These decreases were partially offset by increases of approximately $34,000 and $109,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 3,626 barrels and 26,770 Mcf, respectively, for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. The decrease in -51- volumes of oil sold was primarily due to (i) a substantial negative prior period volume adjustment made by the operator on one significant well during the three months ended September 30, 2004, (ii) normal declines in production, and (iii) the shutting-in of a producing zone on one other significant well during late 2003. As of this Quarterly Report, management does not expect the shut-in zone to return to production. Without the negative prior period adjustment volumes of oil sold for the three months ended September 30, 2004 would have been 1,629 barrels with an average price of $42.63. The decrease in volumes of gas sold was primarily due to (i) negative prior period volume adjustments on two significant wells during the three months ended September 30, 2004 and (ii) normal declines in production. The increase in production expenses was primarily due to (i) workover expenses incurred on two significant wells during the three months ended September 30, 2004, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) an increase in repair and maintenance expenses incurred on two significant wells during the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. Depletion of Net Profits Interests decreased $10,621 (31.7%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. This decrease was primarily due to the decreases in volumes of oil and gas sold. As a percentage of Net Profits, this expense decreased to 6.8% for the three months ended September 30, 2004 from 7.3% for the three months ended September 30, 2003. General and administrative expenses decreased $2,831 (6.6%) for the three months ended September 30, 2004 as compared to the three months ended September 30, 2003. As a percentage of Net Profits, these expenses increased to 11.9% for the three months ended September 30, 2004 from 9.4% for the three months ended September 30, 2003. This percentage increase was primarily due to the decrease in Net Profits. NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2003. Nine Months Ended September 30, ------------------------------- 2004 2003 ---------- ---------- Net Profits $1,416,290 $1,900,291 Barrels produced 4,939 12,548 Mcf produced 330,245 435,715 Average price/Bbl $ 42.44 $ 28.72 Average price/Mcf $ 5.24 $ 4.78 As shown in the table above, total Net Profits decreased $484,001 (25.5%) for the nine months ended September 30, -52- 2004 as compared to the nine months ended September 30, 2003. Of this decrease, approximately $219,000 and $504,000, respectively, were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of approximately $68,000 and $150,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 7,609 barrels and 105,470 Mcf, respectively, for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. The decrease in volumes of oil sold was primarily due to (i) a negative prior period volume adjustment made by the operator on one significant well during the nine months ended September 30, 2004, (ii) normal declines in production, and (iii) the shutting-in of a producing zone on one other significant well during late 2003. As of the date of this Quarterly Report, management does not expect the shut-in zone to return to production. The decrease in volumes of gas sold was primarily due to (i) downward revisions in the estimates of remaining gas reserves on one significant well resulting in the P-6 Partnership becoming over produced past ultimate reserves thereby increasing the Partnership's gas imbalance payable, (ii) normal declines in production, and (iii) negative prior period volume adjustments made by the operators on two significant wells during the nine months ended September 30, 2004. Depletion of Net Profits Interests decreased $14,520 (13.2%) for the nine months ended September 30, 2004 as compared to the nine months ended September 30, 2003. This decrease was primarily due to the decreases in volumes of oil and gas sold, which decrease was partially offset by one significant well being fully depleted during the nine months ended September 30, 2004 due to the lack of remaining reserves. As a percentage of Net Profits, this expense increased to 6.7% for the nine months ended September 30, 2004 from 5.8% for the nine months ended September 30, 2003. This percentage increase was primarily due to the decrease in Net Profits. General and administrative expenses remained relatively constant for the nine months ended September 30, 2004 and 2003. As a percentage of Net Profits, these expenses increased to 9.9% for the nine months ended September 30, 2004 from 7.4% for the nine months ended September 30, 2003. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through September 30, 2004 were $19,035,248 or 133.08% of Limited Partners' capital contribution. -53- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Partnerships do not hold any market risk sensitive instruments. ITEM 4. CONTROLS AND PROCEDURES As of the end of this period covered by this report, the principal executive officer and principal financial officer conducted an evaluation of the Partnerships' disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934). Based on this evaluation, such officers concluded that the Partnerships' disclosure controls and procedures are effective to ensure that information required to be disclosed by the Partnerships in reports filed under the Exchange Act is recorded, processed, summarized, and reported accurately and within the time periods specified in the Securities and Exchange Commission rules and forms. -54- PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the P-1 Partnership. 31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the P-1 Partnership. 31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the P-3 Partnership. 31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the P-3 Partnership. 31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the P-4 Partnership. 31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the P-4 Partnership. 31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the P-5 Partnership. 31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the P-5 Partnership. 31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the P-6 Partnership. 31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the P-6 Partnership. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the P-1 Partnership. 32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the P-3 Partnership. -55- 32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the P-4 Partnership. 32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the P-5 Partnership. 32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the P-6 Partnership. (b) Reports on Form 8-K. None. -56- 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 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: November 12, 2004 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: November 12, 2004 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -57- INDEX TO EXHIBITS ----------------- Exh. No. Exhibit - ---- ------- 31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership. 31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership. 31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy Income P-3 Limited Partnership. 31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy Income P-3 Limited Partnership. 31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy Income P-4 Limited Partnership. 31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy Income P-4 Limited Partnership. 31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy Income P-5 Limited Partnership. 31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy Income P-5 Limited Partnership. 31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy Income P-6 Limited Partnership. 31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Institutional/Pension Energy Income P-6 Limited Partnership. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Institutional/Pension Energy Income P-1 Limited Partnership. 32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-3. -58- 32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-4. 32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-5. 32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-6. -59-