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, 2005 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 June 30, December 31, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 465,734 $ 448,368 Accounts receivable: Net Profits 282,974 77,602 ---------- ---------- Total current assets $ 748,708 $ 525,970 NET PROFITS INTERESTS, net, utilizing the successful efforts method 670,288 693,128 ---------- ---------- $1,418,996 $1,219,098 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 43,152) ($ 64,846) Limited Partners, issued and outstanding, 108,074 units 1,462,148 1,283,944 ---------- ---------- Total Partners' capital $1,418,996 $1,219,098 ========== ========== 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, 2005 AND 2004 (Unaudited) 2005 2004 -------- -------- REVENUES: Net Profits $439,476 $388,100 Interest income 1,867 620 Gain on sale of Net Profits Interests - 14,928 -------- -------- $441,343 $403,648 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 17,789 $ 13,215 General and administrative (Note 2) 30,826 45,197 -------- -------- $ 48,615 $ 58,412 -------- -------- NET INCOME $392,728 $345,236 ======== ======== GENERAL PARTNER - NET INCOME $ 40,687 $ 34,304 ======== ======== LIMITED PARTNERS - NET INCOME $352,041 $310,932 ======== ======== NET INCOME per unit $ 3.25 $ 2.87 ======== ======== 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, 2005 AND 2004 (Unaudited) 2005 2004 -------- -------- REVENUES: Net Profits $988,923 $806,477 Interest income 3,432 1,030 Gain on sale of Net Profits Interests - 15,453 -------- -------- $992,355 $822,960 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 33,217 $ 31,913 General and administrative (Note 2) 82,638 81,628 -------- -------- $115,855 $113,541 -------- -------- NET INCOME $876,500 $709,419 ======== ======== GENERAL PARTNER - NET INCOME $ 90,296 $ 72,364 ======== ======== LIMITED PARTNERS - NET INCOME $786,204 $637,055 ======== ======== NET INCOME per unit $ 7.27 $ 5.89 ======== ======== 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, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $876,500 $709,419 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 33,217 31,913 Gain on sale of Net Profits Interests - ( 15,453) Increase in accounts receivable - Net Profits ( 201,722) ( 79,739) -------- -------- Net cash provided by operating activities $707,995 $646,140 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 14,027) ($ 3,324) Proceeds from the sale of Net Profits Interests - 15,881 -------- -------- Net cash provided (used) by investing activities ($ 14,027) $ 12,557 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($676,602) ($663,607) -------- -------- Net cash used by financing activities ($676,602) ($663,607) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 17,366) ($ 4,910) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 448,368 399,580 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $465,734 $394,670 ======== ======== 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 June 30, December 31, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 703,860 $ 633,196 Accounts receivable: Net Profits 401,999 130,416 ---------- ---------- Total current assets $1,105,859 $ 763,612 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,033,636 1,071,849 ---------- ---------- $2,139,495 $1,835,461 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 24,650) ($ 53,429) Limited Partners, issued and outstanding, 169,637 units 2,164,145 1,888,890 ---------- ---------- Total Partners' capital $2,139,495 $1,835,461 ========== ========== 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 JUNE 30, 2005 AND 2004 (Unaudited) 2005 2004 -------- -------- REVENUES: Net Profits $637,978 $562,152 Interest income 2,859 960 Gain on sale of Net Profits Interests - 18,807 -------- -------- $640,837 $581,919 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 23,322 $ 19,208 General and administrative (Note 2) 47,643 62,332 -------- -------- $ 70,965 $ 81,540 -------- -------- NET INCOME $569,872 $500,379 ======== ======== GENERAL PARTNER - NET INCOME $ 58,800 $ 49,974 ======== ======== LIMITED PARTNERS - NET INCOME $511,072 $450,405 ======== ======== NET INCOME per unit $ 3.01 $ 2.65 ======== ======== 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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Net Profits $1,425,534 $1,183,266 Interest income 5,119 1,607 Gain on sale of Net Profits Interests - 19,856 ---------- ---------- $1,430,653 $1,204,729 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 51,548 $ 48,602 General and administrative (Note 2) 116,458 116,127 ---------- ---------- $ 168,006 $ 164,729 ---------- ---------- NET INCOME $1,262,647 $1,040,000 ========== ========== GENERAL PARTNER - NET INCOME $ 130,392 $ 106,517 ========== ========== LIMITED PARTNERS - NET INCOME $1,132,255 $ 933,483 ========== ========== NET INCOME per unit $ 6.67 $ 5.50 ========== ========== 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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (Unaudited) 2005 2004 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,262,647 $1,040,000 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 51,548 48,602 Gain on sale of Net Profits Interests - ( 19,856) Increase in accounts receivable - Net Profits ( 263,065) ( 107,488) ---------- ---------- Net cash provided by operating activities $1,051,130 $ 961,258 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 21,853) ($ 20,382) Proceeds from the sale of Net Profits Interests - 20,161 ---------- ---------- Net cash used by investing activities ($ 21,853) ($ 221) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 958,613) ($ 966,524) ---------- ---------- Net cash used by financing activities ($ 958,613) ($ 966,524) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 70,664 ($ 5,487) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 633,196 581,527 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 703,860 $ 576,040 ========== ========== 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 June 30, December 31, 2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 477,507 $ 510,213 Accounts receivable: Net Profits 313,380 281,672 ---------- ---------- Total current assets $ 790,887 $ 791,885 NET PROFITS INTERESTS, net, utilizing the successful efforts method 376,160 394,957 ---------- ---------- $1,167,047 $1,186,842 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 55,525) ($ 57,646) Limited Partners, issued and outstanding, 126,306 units 1,222,572 1,244,488 ---------- ---------- Total Partners' capital $1,167,047 $1,186,842 ========== ========== 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 JUNE 30, 2005 AND 2004 (Unaudited) 2005 2004 -------- -------- REVENUES: Net Profits $445,650 $438,744 Interest income 2,001 649 -------- -------- $447,651 $439,393 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 11,015 $ 25,010 General and administrative (Note 2) 35,807 50,270 -------- -------- $ 46,822 $ 75,280 -------- -------- NET INCOME $400,829 $364,113 ======== ======== GENERAL PARTNER - NET INCOME $ 40,874 $ 38,597 ======== ======== LIMITED PARTNERS - NET INCOME $359,955 $325,516 ======== ======== NET INCOME per unit $ 2.85 $ 2.58 ======== ======== 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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (Unaudited) 2005 2004 -------- -------- REVENUES: Net Profits $791,277 $839,003 Interest income 3,860 1,098 Gain on sale of Net Profits Interests - 962 -------- -------- $795,137 $841,063 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 22,765 $ 59,212 General and administrative (Note 2) 92,653 90,910 -------- -------- $115,418 $150,122 -------- -------- NET INCOME $679,719 $690,941 ======== ======== GENERAL PARTNER - NET INCOME $ 69,635 $ 74,313 ======== ======== LIMITED PARTNERS - NET INCOME $610,084 $616,628 ======== ======== NET INCOME per unit $ 4.83 $ 4.88 ======== ======== 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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $679,719 $690,941 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 22,765 59,212 Gain on sale of Net Profits Interests - ( 962) Settlement of asset retirement obligation - ( 77) Increase in accounts receivable - Net Profits ( 28,365) ( 80,778) -------- -------- Net cash provided by operating activities $674,119 $668,336 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 7,311) ($ 32,475) Proceeds from sale of Net Profits Interests - 435 -------- -------- Net cash used by investing activities ($ 7,311) ($ 32,040) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($699,514) ($598,062) -------- -------- Net cash used by financing activities ($699,514) ($598,062) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 32,706) $ 38,234 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 510,213 399,864 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $477,507 $438,098 ======== ======== 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 June 30, December 31, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 454,182 $ 393,840 Accounts receivable: Net Profits 113,445 37,416 ---------- ---------- Total current assets $ 567,627 $ 431,256 NET PROFITS INTERESTS, net, utilizing the successful efforts method 614,378 600,879 ---------- ---------- $1,182,005 $1,032,135 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 43,601) ($ 48,512) Limited Partners, issued and outstanding, 118,449 units 1,225,606 1,080,647 ---------- ---------- Total Partners' capital $1,182,005 $1,032,135 ========== ========== 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 JUNE 30, 2005 AND 2004 (Unaudited) 2005 2004 -------- -------- REVENUES: Net Profits $414,044 $364,014 Interest income 1,932 522 Loss on sale of Net Profits Interests - ( 866) Other income 672 - -------- -------- $416,648 $363,670 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 9,186 $ 23,167 General and administrative (Note 2) 33,660 48,083 -------- -------- $ 42,846 $ 71,250 -------- -------- NET INCOME $373,802 $292,420 ======== ======== GENERAL PARTNER - NET INCOME $ 37,953 $ 31,275 ======== ======== LIMITED PARTNERS - NET INCOME $335,849 $261,145 ======== ======== NET INCOME per unit $ 2.84 $ 2.21 ======== ======== 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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (Unaudited) 2005 2004 -------- -------- REVENUES: Net Profits $790,912 $679,013 Interest income 3,322 916 Loss on sale of Net Profits Interests - ( 749) Other income 2,136 - -------- -------- $796,370 $679,180 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 39,187 $ 53,547 General and administrative (Note 2) 88,337 86,509 -------- -------- $127,524 $140,056 -------- -------- NET INCOME $668,846 $539,124 ======== ======== GENERAL PARTNER - NET INCOME $ 69,887 $ 58,640 ======== ======== LIMITED PARTNERS - NET INCOME $598,959 $480,484 ======== ======== NET INCOME per unit $ 5.06 $ 4.06 ======== ======== 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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $668,846 $539,124 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 39,187 53,547 Loss on sale of Net Profits Interests - 749 Increase in accounts receivable - Net Profits ( 67,691) ( 57,056) -------- -------- Net cash provided by operating activities $640,342 $536,364 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 61,024) ($ 46,913) -------- -------- Net cash used by investing activities ($ 61,024) ($ 46,913) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($518,976) ($426,390) -------- -------- Net cash used by financing activities ($518,976) ($426,390) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 60,342 $ 63,061 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 393,840 337,494 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $454,182 $400,555 ======== ======== 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 June 30, December 31, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 602,209 $ 469,272 Accounts receivable: Net Profits 122,659 - ---------- ---------- Total current assets $ 724,868 $ 469,272 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,151,574 1,171,095 ---------- ---------- $1,876,442 $1,640,367 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable: Net Profits $ - $ 26,403 ---------- ---------- Total current liabilities $ - $ 26,403 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 39,421) ($ 52,148) Limited Partners, issued and outstanding, 143,041 units 1,915,863 1,666,112 ---------- ---------- Total Partners' capital $1,876,442 $1,613,964 ---------- ---------- $1,876,442 $1,640,367 ========== ========== 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 JUNE 30, 2005 AND 2004 (Unaudited) 2005 2004 -------- -------- REVENUES: Net Profits $669,517 $541,287 Interest income 2,841 833 Loss on sale of Net Profits Interests - ( 297) Other income 230 - -------- -------- $672,588 $541,823 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 51,652 $ 36,385 General and administrative (Note 2) 40,377 54,928 -------- -------- $ 92,029 $ 91,313 -------- -------- NET INCOME $580,559 $450,510 ======== ======== GENERAL PARTNER - NET INCOME $ 62,400 $ 48,242 ======== ======== LIMITED PARTNERS - NET INCOME $518,159 $402,268 ======== ======== NET INCOME per unit $ 3.62 $ 2.81 ======== ======== 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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Net Profits $1,259,050 $1,080,172 Interest income 4,340 1,475 Loss on sale of Net Profits Interests - ( 256) Other income 733 - ---------- ---------- $1,264,123 $1,081,391 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 80,605 $ 72,472 General and administrative (Note 2) 101,845 100,288 ---------- ---------- $ 182,450 $ 172,760 ---------- ---------- NET INCOME $1,081,673 $ 908,631 ========== ========== GENERAL PARTNER - NET INCOME $ 114,922 $ 97,238 ========== ========== LIMITED PARTNERS - NET INCOME $ 966,751 $ 811,393 ========== ========== NET INCOME per unit $ 6.76 $ 5.67 ========== ========== 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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (Unaudited) 2005 2004 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,081,673 $908,631 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 80,605 72,472 Loss on sale of Net Profits Interests - 256 Settlement of asset retirement obligation ( 8) - Net change in accounts receivable (accounts payable) - Net Profits ( 148,764) ( 86,570) ---------- -------- Net cash provided by operating activities $1,013,506 $894,789 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 61,374) ($ 17,767) ---------- -------- Net cash used by investing activities ($ 61,374) ($ 17,767) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 819,195) ($857,612) ---------- -------- Net cash used by financing activities ($ 819,195) ($857,612) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 132,937 $ 19,410 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 469,272 567,735 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 602,209 $587,145 ========== ======== 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 JUNE 30, 2005 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of June 30, 2005, combined statements of operations for the three and six months ended June 30, 2005 and 2004, and combined statements of cash flows for the six months ended June 30, 2005 and 2004 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, 2005, the combined results of operations for the three and six months ended June 30, 2005 and 2004, and the combined cash flows for the six months ended June 30, 2005 and 2004. 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, 2004. The results of operations for the period ended June 30, 2005 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- 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 ---------------------------- The Partnerships' wells must be properly plugged and abandoned after their oil and gas reserves are exhausted. The Partnerships follow FAS No. 143, "Accounting for Asset Retirement Obligations" in accounting for the future expenditures that will be necessary to plug and abandon these wells. FAS No. 143 requires the estimated plugging and abandonment obligations to be recognized in the period in which they are incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of fair value can be made and to be capitalized as part of the carrying amount of the well. -23- The asset retirement obligation will be adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the six months ended June 30, 2005, the P-1, P-3, P-4, P-5, and P-6 Partnerships recognized approximately $2,000, $3,000, $1,000, $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 six months ended June 30, 2005 and 2004 are as shown below. P-1 Partnership --------------- Three Months Three Months Ended Ended 6/30/2005 6/30/2004 ------------ ------------ Total Asset Retirement Obligation, April 1 $ 59,672 $ 57,011 Additions and revisions 212 - Accretion expense 691 620 -------- -------- Total Asset Retirement Obligation, End of Quarter $ 60,575 $ 57,631 ======== ======== Six Months Six Months Ended Ended 6/30/2005 6/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $ 58,753 $ 56,388 Additions and revisions 441 - Accretion expense 1,381 1,243 -------- -------- Total Asset Retirement Obligation, End of Period $ 60,575 $ 57,631 ======== ======== -24- P-3 Partnership --------------- Three Months Three Months Ended Ended 6/30/2005 6/30/2004 ------------ ------------ Total Asset Retirement Obligation, April 1 $101,158 $96,695 Additions and revisions 267 - Accretion expense 1,164 1,036 -------- ------- Total Asset Retirement Obligation, End of Quarter $102,589 $97,731 ======== ======= Six Months Six Months Ended Ended 6/30/2005 6/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $ 99,718 $95,666 Additions and revisions 562 - Accretion expense 2,309 2,065 -------- ------- Total Asset Retirement Obligation, End of Period $102,589 $97,731 ======== ======= P-4 Partnership --------------- Three Months Three Months Ended Ended 6/30/2005 6/30/2004 ------------ ------------ Total Asset Retirement Obligation, April 1 $ 57,494 $ 54,806 Accretion expense 573 461 -------- -------- Total Asset Retirement Obligation, End of Quarter $ 58,067 $ 55,267 ======== ======== -25- Six Months Six Months Ended Ended 6/30/2005 6/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $ 56,920 $ 56,632 Settlements and disposals - ( 2,277) Accretion expense 1,147 912 -------- -------- Total Asset Retirement Obligation, End of Period $ 58,067 $ 55,267 ======== ======== P-5 Partnership --------------- Three Months Three Months Ended Ended 6/30/2005 6/30/2004 ------------ ------------ Total Asset Retirement Obligation, April 1 $ 78,380 $ 74,235 Additions and revisions 1 - Accretion expense 771 606 -------- -------- Total Asset Retirement Obligation, End of Quarter $ 79,152 $ 74,841 ======== ======== Six Months Six Months Ended Ended 6/30/2005 6/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $ 76,681 $ 72,299 Additions and revisions 912 1,332 Accretion expense 1,559 1,210 -------- -------- Total Asset Retirement Obligation, End of Period $ 79,152 $ 74,841 ======== ======== -26- P-6 Partnership --------------- Three Months Three Months Ended Ended 6/30/2005 6/30/2004 ------------ ------------ Total Asset Retirement Obligation, April 1 $210,328 $208,324 Additions and revisions 4 - Settlements and disposals ( 5,636) - Accretion expense 1,925 1,387 -------- -------- Total Asset Retirement Obligation, End of Quarter $206,621 $209,711 ======== ======== Six Months Six Months Ended Ended 6/30/2005 6/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $208,086 $206,661 Additions and revisions 322 279 Settlements and disposals ( 5,636) - Accretion expense 3,849 2,771 -------- -------- Total Asset Retirement Obligation, End of Period $206,621 $209,711 ======== ======== 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, 2005, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- P-1 $2,386 $28,440 P-3 3,003 44,640 P-4 2,567 33,240 P-5 2,490 31,170 P-6 2,736 37,641 -27- During the six months ended June 30, 2005, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- P-1 $25,758 $56,880 P-3 27,178 89,280 P-4 26,173 66,480 P-5 25,997 62,340 P-6 26,563 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 underlying Working Interests. The net proceeds from the oil and gas operations are distributed to the Limited Partners -29- 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 June 30, 2005 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. -30- 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 for which the Partnerships are currently settling this liability. This liability is recorded as a reduction of accounts receivable. -31- 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. ASSET RETIREMENT OBLIGATIONS - ---------------------------- The Partnerships' wells must be properly plugged and abandoned after their oil and gas reserves are exhausted. The Partnerships follow FAS No. 143, "Accounting for Asset Retirement Obligations" in accounting for the future expenditures that will be necessary to plug and abandon these wells. FAS No. 143 requires the estimated plugging and abandonment obligations to be recognized in the period in which they are incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of fair value can be made and to be capitalized as part of the carrying amount of the well. NEW ACCOUNTING PRONOUNCEMENTS - ----------------------------- The Partnerships are not aware of any recently issued accounting pronouncements that would have an impact on the Partnerships' future results of operations and financial position. 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. -32- 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. P-1 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 243,982 2,291,734 Production ( 4,945) ( 66,143) Extensions and discoveries 325 5,603 Revisions of previous estimates 6,385 36,466 ------- --------- Proved reserves, March 31, 2005 245,747 2,267,660 Production ( 4,637) ( 57,869) Extensions and discoveries 1,026 9,884 Revisions of previous estimates 5,423 64,326 ------- --------- Proved reserves, June 30, 2005 247,559 2,284,001 ======= ========= -33- P-3 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 320,365 3,610,109 Production ( 6,358) ( 100,852) Extensions and discoveries 408 7,295 Revisions of previous estimates 8,133 61,510 ------- --------- Proved reserves, March 31, 2005 322,548 3,578,062 Production ( 5,988) ( 89,676) Extensions and discoveries 1,291 12,323 Revisions of previous estimates 6,993 77,887 ------- --------- Proved reserves, June 30, 2005 324,844 3,578,596 ======= ========= P-4 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 59,656 1,969,168 Production ( 3,857) ( 56,407) Extensions and discoveries 362 5,946 Revisions of previous estimates 1,573 35,147 ------ --------- Proved reserves, March 31, 2005 57,734 1,953,854 Production ( 3,888) ( 55,427) Extensions and discoveries 97 695 Revisions of previous estimates ( 1,750) ( 7,732) ------ --------- Proved reserves, June 30, 2005 52,193 1,891,390 ====== ========= -34- P-5 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 38,157 2,130,613 Production ( 1,287) ( 63,777) Extensions and discoveries 25 44,460 Revisions of previous estimates 4,114 45,712 ------ --------- Proved reserves, March 31, 2005 41,009 2,157,008 Production ( 978) ( 74,876) Extensions and discoveries 55 21,649 Revisions of previous estimates 2,283 131,661 ------ --------- Proved reserves, June 30, 2005 42,369 2,235,442 ====== ========= P-6 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 124,894 3,940,334 Production ( 3,024) ( 112,950) Extensions and discoveries 8 14,866 Revisions of previous estimates 7,813 109,815 ------- --------- Proved reserves, March 31, 2005 129,691 3,952,065 Production ( 2,830) ( 112,473) Extensions and discoveries 50 9,347 Revisions of previous estimates ( 2) 406,894 ------- --------- Proved reserves, June 30, 2005 126,909 4,255,833 ======= ========= -35- 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 June 30, 2005, March 31, 2005, and December 31, 2004. 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 market prices for oil and gas production subsequent to June 30, 2005. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at June 30, 2005 will actually be realized for such production. Net Present Value of Reserves --------------------------------------------- Partnership 6/30/05 3/31/05 12/31/04 ----------- ----------- ----------- ----------- P-1 $10,627,714 $10,488,767 $ 8,498,702 P-3 15,517,812 15,405,046 12,485,054 P-4 7,098,095 7,466,153 6,180,522 P-5 6,824,935 6,666,402 5,260,713 P-6 13,668,801 12,940,542 10,217,705 Oil and Gas Prices --------------------------------------------- Pricing 6/30/05 3/31/05 12/31/04 ----------- ------------ ----------- ----------- Oil (Bbl) $ 56.63 $ 55.31 $ 43.36 Gas (Mcf) 7.07 7.17 6.02 -36- 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: * 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. -37- In addition to pricing, the level of net revenues is also highly dependent upon the total volumes of oil and natural gas sold. Oil and gas reserves are depleting assets and will experience production declines over time, thereby likely resulting in reduced net revenues. Despite this general trend of declining production, several factors can cause the volumes of oil and gas sold to increase or decrease at an even greater rate over a given period. These factors include, but are not limited to, (i) geophysical conditions which cause an acceleration of the decline in production, (ii) the shutting in of wells (or the opening of previously shut-in wells) due to low oil and gas prices (or high oil and gas prices), mechanical difficulties, loss of a market or transportation, or performance of workovers, recompletions, or other operations in the well, (iii) prior period volume adjustments (either positive or negative) made by the purchasers of the production, (iv) ownership adjustments in accordance with agreements governing the operation or ownership of the well (such as adjustments that occur at payout), and (v) completion of enhanced recovery projects which increase production for the well. Many of these factors are very significant as related to a single well or as related to many wells over a short period of time. However, due to the large number of wells owned by the Partnerships, these factors are generally not material as compared to the normal declines in production experienced on all remaining wells. P-1 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2004. Three Months Ended June 30, --------------------------- 2005 2004 -------- -------- Net Profits $439,476 $388,100 Barrels produced 4,637 4,426 Mcf produced 57,869 57,246 Average price/Bbl $ 48.22 $ 34.71 Average price/Mcf $ 5.26 $ 5.13 As shown in the table above, total Net Profits increased $51,376 (13.2%) for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. Of this increase, approximately (i) $63,000 and $8,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $7,000 and $3,000, respectively, were related to increases in volumes of oil and gas sold. These increases were partially offset by a decrease of approximately $30,000 related to an increase in production expenses. Volumes of oil and gas sold increased 211 barrels and 623 Mcf, respectively, for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. The increases in volumes of oil and gas sold -38- were primarily due to positive prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005. These increases were partially offset by a negative prior period volume adjustment made by the operator on another significant well during the three months ended June 30, 2005. The increase in production expenses was primarily due to (i) workover expenses incurred on several wells during the three months ended June 30, 2005, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) an increase in salt water disposal expenses incurred on one significant well during the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. Depletion of Net Profits Interests increased $4,574 (34.6%) for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. This increase was primarily due to (i) downward revisions in the estimates of remaining gas reserves since June 30, 2004, (ii) an increase in depletable Net Profits Interests during 2005 primarily due to the drilling of one developmental well, and (iii) the increases in volumes of oil and gas sold. As a percentage of Net Profits, this expense increased to 4.0% for the three months ended June 30, 2005 from 3.4% for the three months ended June 30, 2004. This percentage increase was primarily due to the dollar increase in depletion of Net Profits Interests. General and administrative expenses decreased $14,371 for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. As a percentage of Net Profits, these expenses decreased to 7.0% for the three months ended June 30, 2005 from 11.6% for the three months ended June 30, 2004. This percentage decrease was primarily due to the dollar decrease in general and administrative expenses. SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2004. Six Months Ended June 30, ------------------------- 2005 2004 -------- -------- Net Profits $988,923 $806,477 Barrels produced 9,582 10,070 Mcf produced 124,012 133,947 Average price/Bbl $ 46.55 $ 32.44 Average price/Mcf $ 5.69 $ 4.68 As shown in the table above, total Net Profits increased $182,446 (22.6%) for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. Of this increase, approximately $135,000 and $124,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by -39- decreases of approximately (i) $16,000 and $46,000, respectively, related to decreases in volumes of oil and gas sold and (ii) $15,000 related to an increase in production expenses. Volumes of oil and gas sold decreased 488 barrels and 9,935 Mcf, respectively, for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. 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 six months ended June 30, 2005, (ii) positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2004, and (iii) normal declines in production. These decreases were partially offset by positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2005. The decrease in volumes of gas sold was primarily due to (i) a negative prior period volume adjustment made by the operator on one significant well during the six months ended June 30, 2005, (ii) normal declines in production, and (iii) a positive prior period volume adjustment made by the operator on another significant well during the six months ended June 30, 2004. These decreases were partially offset by positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2005. The increase in production expenses was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several wells during the six months ended June 30, 2005, and (iii) an increase in salt water disposal expenses incurred on one significant well during the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. These increases were partially offset by the receipt of ad valorem tax credits on one significant well during the six months ended June 30, 2005. Depletion of Net Profits Interests increased $1,304 (4.1%) for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. This increase was primarily due to (i) an increase in depletable Net Profits Interests during 2005 primarily due to the drilling of two developmental wells and (ii) downward revisions in the estimates of remaining gas reserves since June 30, 2004. These increases were partially offset by the decreases in volumes of oil and gas sold. As a percentage of Net Profits, this expense decreased to 3.4% for the six months ended June 30, 2005 from 4.0% for the six months ended June 30, 2004. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. -40- General and administrative expenses increased $1,010 for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. As a percentage of Net Profits, these expenses decreased to 8.4% for the six months ended June 30, 2005 from 10.1% for the six months ended June 30, 2004. This percentage decrease was primarily due to the increase in Net Profits. Cumulative cash distributions to the Limited Partners through June 30, 2005 were $17,468,558 or 161.64% of Limited Partners' capital contributions. P-3 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2004. Three Months Ended June 30, --------------------------- 2005 2004 -------- -------- Net Profits $637,978 $562,152 Barrels produced 5,988 5,754 Mcf produced 89,676 89,392 Average price/Bbl $ 47.89 $ 34.78 Average price/Mcf $ 5.55 $ 5.22 As shown in the table above, total Net Profits increased $75,826 (13.5%) for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. Of this increase, approximately (i) $79,000 and $30,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $8,000 and $1,000, respectively, were related to the increases in volumes of oil and gas sold. These increases were partially offset by a decrease of approximately $42,000 related to an increase in production expenses. Volumes of oil and gas sold increased 234 barrels and 284 Mcf, respectively, for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. The increases in volumes of oil and gas sold were primarily due to positive prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005. These increases were partially offset by a negative prior period volume adjustment made by the operator on another significant well during the three months ended June 30, 2005. The increase in production expenses was primarily due to (i) workover expenses incurred on several wells during the three months ended June 30, 2005, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) an increase in salt water disposal expenses incurred on one significant well during the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. -41- Depletion of Net Profits Interests increased $4,114 (21.4%) for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. This increase was primarily due to (i) one significant well being fully depleted during the three months ended June 30, 2005 due to the lack of remaining reserves, (ii) downward revisions in the estimates of remaining gas reserves since June 30, 2004, and (iii) an increase in depletable Net Profits Interests during 2005 primarily due to the drilling of one developmental well. As a percentage of Net Profits, this expense increased to 3.7% for the three months ended June 30, 2005 from 3.4% for the three months ended June 30, 2004. General and administrative expenses decreased $14,689 for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. As a percentage of Net Profits, these expenses decreased to 7.5% for the three months ended June 30, 2005 from 11.1% for the three months ended June 30, 2004. This percentage decrease was primarily due to the dollar decrease in general and administrative expenses. SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2004. Six Months Ended June 30, ------------------------- 2005 2004 ---------- ---------- Net Profits $1,425,534 $1,183,266 Barrels produced 12,346 12,962 Mcf produced 190,528 208,125 Average price/Bbl $ 46.66 $ 32.51 Average price/Mcf $ 5.79 $ 4.80 As shown in the table above, total Net Profits increased $242,268 (20.5%) for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. Of this increase, approximately $175,000 and $188,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately (i) $20,000 and $85,000, respectively, related to decreases in volumes of oil and gas sold and (ii) $15,000 related to an increase in production expenses. Volumes of oil and gas sold decreased 616 barrels and 17,597 Mcf, respectively, for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. 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 six months ended June 30, 2005, (ii) positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2004, and (iii) normal declines in production. These decreases were partially offset by positive prior period volume adjustments made by the -42- operators on several other wells during the six months ended June 30, 2005. The decrease in volumes of gas sold was primarily due to (i) a negative prior period volume adjustment made by the operator on one significant well during the six months ended June 30, 2005, (ii) normal declines in production, and (iii) a positive prior period volume adjustment made by the operator on another significant well during the six months ended June 30, 2004. These decreases were partially offset by positive prior period volume adjustments made by the operators on several other wells during the six months ended June 30, 2005. The increase in production expenses was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several wells during the six months ended June 30, 2005, and (iii) an increase in salt water disposal expenses incurred on one significant well during the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. These increases were partially offset by the receipt of ad valorem tax credits on one significant well during the six months ended June 30, 2005. Depletion of Net Profits Interests increased $2,946 (6.1%) for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. This increase was primarily due to (i) an increase in depletable Net Profits Interests during 2005 primarily due to the drilling of two developmental wells, (ii) downward revisions in the estimates of remaining gas reserves since June 30, 2004, and (iii) one significant well being fully depleted during the six months ended June 30, 2005 due to the lack of remaining reserves. These increases were partially offset by the decreases in volumes of oil and gas sold. As a percentage of Net Profits, this expense decreased to 3.6% for the six months ended June 30, 2005 from 4.1% for the six months ended June 30, 2004. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the six months ended June 30, 2005 and 2004. As a percentage of Net Profits, these expenses decreased to 8.2% for the six months ended June 30, 2005 from 9.8% for the six months ended June 30, 2004. This percentage decrease was primarily due to the increase in Net Profits. Cumulative cash distributions to the Limited Partners through June 30, 2005 were $24,411,401 or 143.9% of Limited Partners' capital contributions. -43- P-4 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2004. Three Months Ended June 30, --------------------------- 2005 2004 -------- -------- Net Profits $445,650 $438,744 Barrels produced 3,888 4,799 Mcf produced 55,427 61,180 Average price/Bbl $ 52.42 $ 37.18 Average price/Mcf $ 6.55 $ 5.97 As shown in the table above, total Net Profits increased $6,906 (1.6%) for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. Of this increase, approximately $59,000 and $32,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately (i) $33,000 and $34,000, respectively, related to decreases in volumes of oil and gas sold and (ii) $17,000 related to an increase in production expenses. Volumes of oil and gas sold decreased 911 barrels and 5,753 Mcf, respectively, for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the shutting-in of several wells during early 2005 due to mechanical problems. As of the date of this Quarterly Report, the shut-in wells have returned to production at a lower rate than previously experienced. The decrease in volumes of gas sold was primarily due to normal declines in production. The increase in production expenses was primarily due to (i) workover expenses incurred on several wells during the three months ended June 30, 2005, (ii) compression expenses incurred on several other wells during the three months ended June 30, 2005, and (iii) an increase in production taxes associated with the increase in oil and gas sales. Depletion of Net Profits Interests decreased $13,995 (56.0%) for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves on one significant well since June 30, 2004, (ii) the abandonment of another significant well during 2004 following an unsuccessful recompletion attempt, and (iii) the decreases in volumes of oil and gas sold. As a percentage of Net Profits, this expense decreased to 2.5% for the three months ended June 30, 2005 from 5.7% for the three months ended June 30, 2004. This percentage decrease was primarily due to the dollar decrease in depletion of Net Profits Interests. -44- General and administrative expenses decreased $14,463 for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. As a percentage of Net Profits, these expenses decreased to 8.0% for the three months ended June 30, 2005 from 11.5% for the three months ended June 30, 2004. This percentage decrease was primarily due to the dollar decrease in general and administrative expenses. SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2004. Six Months Ended June 30, ------------------------- 2005 2004 -------- -------- Net Profits $791,277 $839,003 Barrels produced 7,745 9,574 Mcf produced 111,834 128,114 Average price/Bbl $ 48.90 $ 35.42 Average price/Mcf $ 6.34 $ 5.61 As shown in the table above, total Net Profits decreased $47,726 (5.7%) for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. Of this decrease, approximately (i) $65,000 and $91,000, respectively, were related to decreases in volumes of oil and gas sold and (ii) $78,000 was related to an increase in production expenses. These decreases were partially offset by increases of approximately $104,000 and $82,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 1,829 barrels and 16,280 Mcf, respectively, for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. The decrease in volumes of oil sold was primarily due to (i) the shutting-in of one significant well during late 2004 and early 2005 due to mechanical problems, (ii) the shutting-in of several other wells during early 2005 due to mechanical problems, and (iii) normal declines in production. As of the date of this Quarterly Report, the shut-in wells have returned to production at a lower rate than previously experienced. The decrease in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the operator on one significant well during the six months ended June 30, 2004 and (ii) normal declines in production. The increase in production expenses was primarily due to (i) workover expenses incurred on several wells during the six months ended June 30, 2005, (ii) a positive prior period production tax adjustment made by the operator on one significant well during the six months ended June 30, 2005, and (iii) an increase in salt water disposal expenses incurred on several other wells during the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. -45- Depletion of Net Profits Interests decreased $36,447 (61.6%) for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. This decrease was primarily due to (i) the abandonment of one significant well during 2004 following an unsuccessful recompletion attempt, (ii) the decreases in volumes of oil and gas sold, and (iii) upward revisions in the estimates of remaining oil and gas reserves on one significant well since June 30, 2004. As a percentage of Net Profits, this expense decreased to 2.9% for the six months ended June 30, 2005 from 7.1% for the six months ended June 30, 2004. This percentage decrease was primarily due to the dollar decrease in depletion of Net Profits Interests. General and administrative expenses increased $1,743 for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. As a percentage of Net Profits, these expenses increased to 11.7% for the six months ended June 30, 2005 from 10.8% for the six months ended June 30, 2004. Cumulative cash distributions to the Limited Partners through June 30, 2005 were $19,529,945 or 154.62% of Limited Partners' capital contributions. P-5 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2004. Three Months Ended June 30, --------------------------- 2005 2004 -------- -------- Net Profits $414,044 $364,014 Barrels produced 978 1,308 Mcf produced 74,876 60,761 Average price/Bbl $ 50.64 $ 36.14 Average price/Mcf $ 5.75 $ 6.31 As shown in the table above, total Net Profits increased $50,030 (13.7%) for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. Of this increase, approximately (i) $89,000 was related to an increase in volumes of gas sold and (ii) $14,000 was related to an increase in the average price of oil sold. These increases were partially offset by decreases of approximately (i) $42,000 related to a decrease in the average price of gas sold and (ii) $12,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 330 barrels, while volumes of gas sold increased 14,115 Mcf for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. -46- The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on two significant wells during the three months ended June 30, 2004. The increase in volumes of gas sold was primarily due to (i) downward revisions in the estimates of remaining gas reserves during the three months ended June 30, 2004 on one significant well resulting in the P-5 Partnership becoming over produced past ultimate reserves thereby increasing gas imbalance payable, (ii) the successful completion of several new wells during mid and late 2004, and (iii) positive prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005. These increases were partially offset by (i) a substantial decline in production during 2005 on one significant well following the workover of that well during mid 2004 and (ii) normal declines in production. The well with the substantial decline in production is not expected to return to its previously high levels of production. The average gas price decreased to $5.75 per Mcf for the three months ended June 30, 2005 from $6.31 per Mcf for the three months ended June 30, 2004. Due to a gas imbalance situation on one significant well discussed above, gas volumes for that well were recorded as a liability at a substantially lower rate per Mcf than the average price per Mcf received by the P-5 Partnership during the three months ended June 30, 2004. This resulted in a higher average price per Mcf for the three months ended June 30, 2004 than if the liability had not been recorded. No such material adjustments were recorded during the three months ended June 30, 2005. A decrease in production expenses primarily due to (i) workover expenses incurred on several wells during the three months ended June 30, 2004 and (ii) a decrease in repair and maintenance expenses incurred on several other wells during the three months ended June 30, 2005 as compared to the three months ended June 30, 2004 was substantially offset by (i) workover expenses incurred on several wells during the three months ended June 30, 2005 and (ii) an increase in production taxes associated with the increase in oil and gas sales. Depletion of Net Profits Interests decreased $13,981 (60.3%) for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. This decrease was primarily due to two significant wells being fully depleted during the three months ended June 30, 2004 due to the lack of remaining reserves. As a percentage of Net Profits, this expense decreased to 2.2% for the three months ended June 30, 2005 from 6.4% for the three months ended June 30, 2004. This percentage decrease was primarily due to the dollar decrease in depletion of Net Profits Interests. -47- General and administrative expenses decreased $14,423 for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. As a percentage of Net Profits, these expenses decreased to 8.1% for the three months ended June 30, 2005 from 13.2% for the three months ended June 30, 2004. This percentage decrease was primarily due to the dollar decrease in general and administrative expenses. SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2004. Six Months Ended June 30, ------------------------- 2005 2004 -------- -------- Net Profits $790,912 $679,013 Barrels produced 2,265 2,695 Mcf produced 138,653 134,685 Average price/Bbl $ 47.93 $ 34.06 Average price/Mcf $ 6.06 $ 5.44 As shown in the table above, total Net Profits increased $111,899 (16.5%) for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. Of this increase, approximately (i) $31,000 and $86,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $22,000 was related to an increase in volumes of gas sold. These increases were partially offset by decreases of approximately (i) $15,000 related to a decrease in volumes of oil sold and (ii) $12,000 related to an increase in production expenses. Volumes of oil sold decreased 430 barrels, while volumes of gas sold increased 3,968 Mcf for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. The decrease in volumes of oil sold was primarily due to (i) positive prior period volume adjustments made by the operators on two significant wells during the six months ended June 30, 2004 and (ii) normal declines in production. The increase in volumes of gas sold was primarily due to (i) downward revisions in the estimates of remaining gas reserves during the six months ended June 30, 2004 on one significant well resulting in the P-5 Partnership becoming over produced past ultimate reserves thereby increasing gas imbalance payable, (ii) the successful completion of several new wells during mid and late 2004, and (iii) positive prior period volume adjustments made by the operators on several other wells during the six months ended June 30, 2005. These increases were partially offset by (i) normal declines in production and (ii) a substantial decline in production during 2005 on one significant well following the workover of that well during mid 2004. The well with the substantial decline in production is not expected to return to its -48- previously high levels of production. The average gas price increased to $6.06 per Mcf for the six months ended June 30, 2005 from $5.44 per Mcf for the six months ended June 30, 2004. Due to a gas imbalance situation on one significant well discussed above, gas volumes for that well were recorded as a liability at a substantially lower rate per Mcf than the average price per Mcf received by the P-5 Partnership during the six months ended June 30, 2004. This resulted in a higher average price per Mcf for the six months ended June 30, 2004 than if the liability had not been recorded. No such material adjustments were recorded during the six months ended June 30, 2005. The increase in production expenses was primarily due to (i) workover expenses incurred on several wells during the six months ended June, 30, 2005, (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 six months ended June 30, 2005 as compared to the six months ended June 30, 2004. These increases were partially offset by workover expenses incurred on several other wells during the six months ended June 30, 2004. Depletion of Net Profits Interests decreased $14,360 (26.8%) for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. This decrease was primarily due to two significant wells being fully depleted during the six months ended June 30, 2004 due to the lack of remaining reserves. This decrease was partially offset by an increase in depletable Net Profits Interests during 2005 primarily due to the drilling of two developmental wells. As a percentage of Net Profits, this expense decreased to 5.0% for the six months ended June 30, 2005 from 7.9% for the six months ended June 30, 2004. This percentage decrease was primarily due to (i) the dollar decrease in depletion of Net Profits Interests and (ii) the increases in the average prices of oil and gas sold. General and administrative expenses increased $1,828 for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. As a percentage of Net Profits, these expenses decreased to 11.2% for the six months ended June 30, 2005 from 12.7% for the six months ended June 30, 2004. This percentage decrease was primarily due to the increase in Net Profits. Cumulative cash distributions to the Limited Partners through June 30, 2005 were $13,666,759 or 115.38% of Limited Partners' capital contributions. -49- P-6 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2004. Three Months Ended June 30, --------------------------- 2005 2004 ---------- -------- Net Profits $669,517 $541,287 Barrels produced 2,830 2,502 Mcf produced 112,473 107,645 Average price/Bbl $ 51.17 $ 37.56 Average price/Mcf $ 6.10 $ 5.70 As shown in the table above, total Net Profits increased $128,230 (23.7%) for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. Of this increase, approximately (i) $39,000 and $45,000, respectively, were related to increases in the average prices of oil and gas sold, (ii) $28,000 was related to an increase in volumes of gas sold, and (iii) $5,000 was related to a decrease in production expenses. Volumes of oil and gas sold increased 328 barrels and 4,828 Mcf, respectively, for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. The increase in volumes of gas sold was primarily due to (i) downward revisions in the estimates of remaining gas reserves during the three months ended June 30, 2004 on one significant well resulting in the P-6 Partnership becoming over produced past ultimate reserves thereby increasing gas imbalance payable, (ii) positive prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005, and (iii) the successful completion of several new wells during mid and late 2004. These increases were partially offset by (i) normal declines in production and (ii) a substantial decline in production during 2005 on one significant well following a workover of that well during mid 2004. The well with the substantial decline in production is not expected to return to its previously high levels of production. The average gas price increased to $6.10 per Mcf for the three months ended June 30, 2005 from $5.70 per Mcf for the three months ended June 30, 2004. Due to a gas imbalance situation on one significant well discussed above, gas volumes for that well were recorded as a liability at a substantially lower rate per Mcf than the average price per Mcf received by the P-6 Partnership during the three months ended June 30, 2004. This resulted in a higher average price per Mcf for the three months ended June 30, 2004 than if the liability had not been recorded. No such material adjustments were recorded during the three months ended June 30, 2005. -50- The decrease in production expenses was primarily due to (i) workover expenses incurred on several wells during the three months ended June 30, 2004 and (ii) a decrease in repair and maintenance expenses incurred on several other wells during the three months ended June 30, 2005 as compared to the three months ended June 20, 2004. These decreases were partially offset by (i) workover expenses incurred on one significant well during the three months ended June 30, 2005 and (ii) an increase in production taxes associated with the increase in oil and gas sales. Depletion of Net Profits Interests increased $15,267 (42.0%) for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. This increase was primarily due to an increase in depletable Net Profits Interests during 2005 primarily due to the recompletion of one significant well, which increase was partially offset by several wells being fully depleted during the three months ended June 30, 2004 due to the lack of remaining reserves. As a percentage of Net Profits, this expense increased to 7.7% for the three months ended June 30, 2005 from 6.7% for the three months ended June 30, 2004. This percentage increase was primarily due to the dollar increase in depletion of Net Profits Interests. General and administrative expenses decreased $14,551 for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. As a percentage of Net Profits, these expenses decreased to 6.0% for the three months ended June 30, 2005 from 10.1% for the three months ended June 30, 2004. This percentage decrease was primarily due to (i) the dollar decrease in general and administrative expenses and (ii) the increase in Net Profits. SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2004. Six Months Ended June 30, ------------------------- 2005 2004 ------------ ---------- Net Profits $1,259,050 $1,080,172 Barrels produced 5,854 5,809 Mcf produced 225,423 235,149 Average price/Bbl $ 49.20 $ 34.15 Average price/Mcf $ 5.82 $ 5.17 As shown in the table above, total Net Profits increased $178,878 (16.6%) for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. Of this increase, approximately (i) $88,000 and $146,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $2,000 was related to an increase in volumes of oil sold. These increases were -51- partially offset by decreases of approximately (i) $50,000 related to a decrease in volumes of gas sold and (ii) $7,000 related to an increase in production expenses. Volumes of oil sold increased 45 barrels, while volumes of gas sold decreased 9,726 Mcf for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. The increase in volumes of oil sold was primarily due to a positive prior period volume adjustment made by the operator on one significant well during the six months ended June 30, 2005, which increase was substantially offset by normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a substantial decline in production during 2005 on one significant well following a workover of that well during mid 2004. The well with the substantial decline in production is not expected to return to its previously high levels of production. These decreases were partially offset by (i) downward revisions in the estimates of remaining gas reserves during the six months ended June 30, 2004 on one significant well resulting in the P-6 Partnership becoming over produced past ultimate reserves thereby increasing gas imbalance payable and (ii) the successful completion of several new wells during mid and late 2004. The average gas price increased to $5.82 per Mcf for the six months ended June 30, 2005 from $5.17 per Mcf for the six months ended June 30, 2004. Due to a gas imbalance situation on one significant well discussed above, gas volumes for that well were recorded as a liability at a substantially lower rate per Mcf than the average price per Mcf received by the P-6 Partnership during the six months ended June 30, 2004. This resulted in a higher average price per Mcf for the six months ended June 30, 2004 than if the liability had not been recorded. No such material adjustments were recorded during the six months ended June 30, 2005. The increase in production expenses was primarily due to (i) workover expenses incurred on one significant well during the six months ended June 30, 2005 and (ii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by (i) workover expenses incurred on several wells during the six months ended June 30, 2004 and (ii) a decrease in repair and maintenance expenses incurred on several other wells during the six months ended June 30, 2005 as compared to the six months ended June 20, 2004. -52- Depletion of Net Profits Interests increased $8,133 (11.2%) for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. This increase was primarily due to an increase in depletable Net Profits Interests during 2005 primarily due to the recompletion of one significant well. This increase was partially offset by (i) several wells being fully depleted during the six months ended June 30, 2004 due to the lack of remaining reserves and (ii) the decrease in volumes of gas sold. As a percentage of Net Profits, this expense decreased to 6.4% for the six months ended June 30, 2005 from 6.7% for the six months ended June 30, 2004. General and administrative expenses increased $1,557 for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. As a percentage of Net Profits, these expenses decreased to 8.1% for the six months ended June 30, 2005 from 9.3% for the six months ended June 30, 2004. This percentage decrease was primarily due to the increase in Net Profits. Cumulative cash distributions to the Limited Partners through June 30, 2005 were $20,188,248 or 141.14% 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 the period covered by this report, the principal executive officer and principal financial officer conducted an evaluation of the Partnerships' disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934). Based on this evaluation, such officers concluded that the Partnerships' disclosure controls and procedures are effective to ensure that information required to be disclosed by the Partnerships in reports filed under the Exchange Act is recorded, processed, summarized, and reported accurately and within the time periods specified in the Securities and Exchange Commission rules and forms. -54- PART II. OTHER INFORMATION ITEM 6. 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 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. 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the P-3 Partnership. -55- 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-4 Partnership. 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-5 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-6 Partnership. -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 /s/Dennis R. Neill Date: August 12, 2005 --------------------------------- (Signature) Dennis R. Neill President Date: August 12, 2005 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. -58- 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-3. 32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-4. 32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-5. 32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-6. -59-