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, 2006 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 ------ ------ -1- Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (check one): Large accelerated filer -------- Accelerated filer -------- X Non-accelerated filer -------- Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X ------ ------ The Depositary Units are not publicly traded; therefore, Registrant cannot compute the aggregate market value of the voting units held by non-affiliates of the Registrant. -2- 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, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 657,597 $ 595,286 Accounts receivable: Net Profits 171,799 320,323 ---------- ---------- Total current assets $ 829,396 $ 915,609 NET PROFITS INTERESTS, net, utilizing the successful efforts method 674,946 690,032 ---------- ---------- $1,504,342 $1,605,641 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 43,132) ($ 29,401) Limited Partners, issued and outstanding, 108,074 units 1,547,474 1,635,042 ---------- ---------- Total Partners' capital $1,504,342 $1,605,641 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Net Profits $537,029 $439,476 Interest income 4,562 1,867 -------- -------- $541,591 $441,343 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 18,594 $ 17,789 General and administrative (Note 2) 30,705 30,826 -------- -------- $ 49,299 $ 48,615 -------- -------- NET INCOME $492,292 $392,728 ======== ======== GENERAL PARTNER - NET INCOME $ 50,447 $ 40,687 ======== ======== LIMITED PARTNERS - NET INCOME $441,845 $352,041 ======== ======== NET INCOME per unit $ 4.09 $ 3.25 ======== ======== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- -------- REVENUES: Net Profits $1,051,251 $988,923 Interest income 8,993 3,432 ---------- -------- $1,060,244 $992,355 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 42,888 $ 33,217 General and administrative (Note 2) 84,697 82,638 ---------- -------- $ 127,585 $115,855 ---------- -------- NET INCOME $ 932,659 $876,500 ========== ======== GENERAL PARTNER - NET INCOME $ 96,227 $ 90,296 ========== ======== LIMITED PARTNERS - NET INCOME $ 836,432 $786,204 ========== ======== NET INCOME per unit $ 7.74 $ 7.27 ========== ======== UNITS OUTSTANDING 108,074 108,074 ========== ======== The accompanying condensed notes are an integral part of these combined financial statements. -5- 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, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 932,659 $876,500 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 42,888 33,217 Settlement of asset retirement obligation ( 228) - Net change in accounts receivable/ accounts payable - Net Profits 142,355 ( 201,722) ---------- -------- Net cash provided by operating activities $1,117,674 $707,995 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 21,405) ($ 14,027) ---------- -------- Net cash used by investing activities ($ 21,405) ($ 14,027) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,033,958) ($676,602) ---------- -------- Net cash used by financing activities ($1,033,958) ($676,602) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 62,311 $ 17,366 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 595,286 448,368 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 657,597 $465,734 ========== ======== 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 BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 931,651 $ 885,655 Accounts receivable: Net Profits 236,916 460,877 ---------- ---------- Total current assets $1,168,567 $1,346,532 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,035,244 1,058,322 ---------- ---------- $2,203,811 $2,404,854 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 26,559) ($ 4,259) Limited Partners, issued and outstanding, 169,637 units 2,230,370 2,409,113 ---------- ---------- Total Partners' capital $2,203,811 $2,404,854 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Net Profits $754,885 $637,978 Interest income 6,878 2,859 -------- -------- $761,763 $640,837 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 26,195 $ 23,322 General and administrative (Note 2) 47,527 47,643 -------- -------- $ 73,722 $ 70,965 -------- -------- NET INCOME $688,041 $569,872 ======== ======== GENERAL PARTNER - NET INCOME $ 70,474 $ 58,800 ======== ======== LIMITED PARTNERS - NET INCOME $617,567 $511,072 ======== ======== NET INCOME per unit $ 3.64 $ 3.01 ======== ======== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Net Profits $1,491,950 $1,425,534 Interest income 13,544 5,119 ---------- ---------- $1,505,494 $1,430,653 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 58,841 $ 51,548 General and administrative (Note 2) 118,655 116,458 ---------- ---------- $ 177,496 $ 168,006 ---------- ---------- NET INCOME $1,327,998 $1,262,647 ========== ========== GENERAL PARTNER - NET INCOME $ 136,741 $ 130,392 ========== ========== LIMITED PARTNERS - NET INCOME $1,191,257 $1,132,255 ========== ========== NET INCOME per unit $ 7.02 $ 6.67 ========== ========== UNITS OUTSTANDING 169,637 169,637 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -9- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE NPI PARTNERSHIP P-3 COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,327,998 $1,262,647 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 58,841 51,548 Settlement of asset retirement obligation ( 285) - Net change in accounts receivable/ accounts payable - Net Profits 216,510 ( 263,065) ---------- ---------- Net cash provided by operating activities $1,603,064 $1,051,130 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 28,027) ($ 21,853) ---------- ---------- Net cash used by investing activities ($ 28,027) ($ 21,853) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,529,041) ($ 958,613) ---------- ---------- Net cash used by financing activities ($1,529,041) ($ 958,613) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 45,996 $ 70,664 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 885,655 633,196 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 931,651 $ 703,860 ========== ========== 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 BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 487,559 $ 599,645 Accounts receivable: Net Profits 172,466 304,105 ---------- ---------- Total current assets $ 660,025 $ 903,750 NET PROFITS INTERESTS, net, utilizing the successful efforts method 364,460 401,259 ---------- ---------- $1,024,485 $1,305,009 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 63,425) ($ 43,366) Limited Partners, issued and outstanding, 126,306 units 1,087,910 1,348,375 ---------- ---------- Total Partners' capital $1,024,485 $1,305,009 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Net Profits $405,997 $445,650 Interest income 4,304 2,001 -------- -------- $410,301 $447,651 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 26,672 $ 11,015 General and administrative (Note 2) 35,653 35,807 -------- -------- $ 62,325 $ 46,822 -------- -------- NET INCOME $347,976 $400,829 ======== ======== GENERAL PARTNER - NET INCOME $ 36,767 $ 40,874 ======== ======== LIMITED PARTNERS - NET INCOME $311,209 $359,955 ======== ======== NET INCOME per unit $ 2.47 $ 2.85 ======== ======== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Net Profits $842,839 $791,277 Interest income 8,789 3,860 -------- -------- $851,628 $795,137 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 39,962 $ 22,765 General and administrative (Note 2) 94,719 92,653 -------- -------- $134,681 $115,418 -------- -------- NET INCOME $716,947 $679,719 ======== ======== GENERAL PARTNER - NET INCOME $ 74,412 $ 69,635 ======== ======== LIMITED PARTNERS - NET INCOME $642,535 $610,084 ======== ======== NET INCOME per unit $ 5.09 $ 4.83 ======== ======== UNITS OUTSTANDING 126,306 126,306 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -13- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE NPI PARTNERSHIP P-4 COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $716,947 $679,719 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 39,962 22,765 Net change in accounts receivable/ accounts payable - Net Profits 134,722 ( 28,365) -------- -------- Net cash provided by operating activities $891,631 $674,119 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 6,246) ($ 7,311) -------- -------- Net cash used by investing activities ($ 6,246) ($ 7,311) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($997,471) ($699,514) -------- -------- Net cash used by financing activities ($997,471) ($699,514) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($112,086) ($ 32,706) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 599,645 510,213 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $487,559 $477,507 ======== ======== 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 BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 429,376 $ 479,513 Accounts receivable: Net Profits - 76,668 ---------- ---------- Total current assets $ 429,376 $ 556,181 NET PROFITS INTERESTS, net, utilizing the successful efforts method 828,152 639,293 ---------- ---------- $1,257,528 $1,195,474 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable: Net Profits $ 6,829 $ - ---------- ---------- Total current liabilities $ 6,829 $ - PARTNERS' CAPITAL (DEFICIT): General Partner ($ 38,936) ($ 33,844) Limited Partners, issued and outstanding, 118,449 units 1,289,635 1,229,318 ---------- ---------- Total Partners' capital $1,250,699 $1,195,474 ---------- ---------- $1,257,528 $1,195,474 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Net Profits $368,319 $414,044 Interest income 3,636 1,932 Other income - 672 -------- -------- $371,955 $416,648 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 28,451 $ 9,186 General and administrative (Note 2) 33,499 33,660 -------- -------- $ 61,950 $ 42,846 -------- -------- NET INCOME $310,005 $373,802 ======== ======== GENERAL PARTNER - NET INCOME $ 33,197 $ 37,953 ======== ======== LIMITED PARTNERS - NET INCOME $276,808 $335,849 ======== ======== NET INCOME per unit $ 2.33 $ 2.84 ======== ======== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Net Profits $869,808 $790,912 Interest income 7,149 3,322 Other income - 2,136 -------- -------- $876,957 $796,370 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 53,857 $ 39,187 General and administrative (Note 2) 90,379 88,337 -------- -------- $144,236 $127,524 -------- -------- NET INCOME $732,721 $668,846 ======== ======== GENERAL PARTNER - NET INCOME $ 77,404 $ 69,887 ======== ======== LIMITED PARTNERS - NET INCOME $655,317 $598,959 ======== ======== NET INCOME per unit $ 5.53 $ 5.06 ======== ======== UNITS OUTSTANDING 118,449 118,449 ======== ======== The accompanying condensed notes are an integral part of these combined financial statements. -17- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE NPI PARTNERSHIP P-5 COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $732,721 $668,846 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 53,857 39,187 Settlement of asset retirement obligation ( 91) - Net change in accounts receivable/ accounts payable - Net Profits 51,892 ( 67,691) -------- -------- Net cash provided by operating activities $838,379 $640,342 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($211,020) ($ 61,024) -------- -------- Net cash used by investing activities ($211,020) ($ 61,024) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($677,496) ($518,976) -------- -------- Net cash used by financing activities ($677,496) ($518,976) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 50,137) $ 60,342 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 479,513 393,840 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $429,376 $454,182 ======== ======== 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 BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 700,607 $ 770,659 ---------- ---------- Total current assets $ 700,607 $ 770,659 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,513,507 1,292,562 ---------- ---------- $2,214,114 $2,063,221 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable: Net Profits $ 148,192 $ 36,095 ---------- ---------- Total current liabilities $ 148,192 $ 36,095 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 35,467) ($ 17,913) Limited Partners, issued and outstanding, 143,041 units 2,101,389 2,045,039 ---------- ---------- Total Partners' capital $2,065,922 $2,027,126 ---------- ---------- $2,214,114 $2,063,221 ========== ========== 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 THREE MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Net Profits $702,835 $669,517 Interest income 5,436 2,841 Other income - 230 -------- -------- $708,271 $672,588 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 23,112 $ 51,652 General and administrative (Note 2) 40,238 40,377 -------- -------- $ 63,350 $ 92,029 -------- -------- NET INCOME $644,921 $580,559 ======== ======== GENERAL PARTNER - NET INCOME $ 66,029 $ 62,400 ======== ======== LIMITED PARTNERS - NET INCOME $578,892 $518,159 ======== ======== NET INCOME per unit $ 4.05 $ 3.62 ======== ======== 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 OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Net Profits $1,380,109 $1,259,050 Interest income 10,823 4,340 Other income - 733 ---------- ---------- $1,390,932 $1,264,123 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 91,925 $ 80,605 General and administrative (Note 2) 103,961 101,845 ---------- ---------- $ 195,886 $ 182,450 ---------- ---------- NET INCOME $1,195,046 $1,081,673 ========== ========== GENERAL PARTNER - NET INCOME $ 126,696 $ 114,922 ========== ========== LIMITED PARTNERS - NET INCOME $1,068,350 $ 966,751 ========== ========== NET INCOME per unit $ 7.47 $ 6.76 ========== ========== UNITS OUTSTANDING 143,041 143,041 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -21- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 GEODYNE NPI PARTNERSHIP P-6 COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,195,046 $1,081,673 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 91,925 80,605 Settlement of asset retirement obligation ( 2,312) ( 8) Net change in accounts receivable/ accounts payable - Net Profits 138,421 ( 148,764) ---------- ---------- Net cash provided by operating activities $1,423,080 $1,013,506 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 336,882) ($ 61,374) ---------- ---------- Net cash used by investing activities ($ 336,882) ($ 61,374) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,156,250) ($ 819,195) ---------- ---------- Net cash used by financing activities ($1,156,250) ($ 819,195) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 70,052) $ 132,937 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 770,659 469,272 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 700,607 $ 602,209 ========== ========== The accompanying condensed notes are an integral part of these combined financial statements. -22- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIPS CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS JUNE 30, 2006 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The combined balance sheets as of June 30, 2006, combined statements of operations for the three and six months ended June 30, 2006 and 2005, and combined statements of cash flows for the six months ended June 30, 2006 and 2005 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, 2006, the combined results of operations for the three and six months ended June 30, 2006 and 2005, and the combined cash flows for the six months ended June 30, 2006 and 2005. 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, 2005. The results of operations for the period ended June 30, 2006 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. -23- 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 (i) 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 (ii) capitalized as part of the carrying amount of the well. Estimated abandonment dates will be revised based on changes to related economic lives, which vary with product prices and production costs. Estimated plugging costs may also be adjusted to reflect changing industry experience. During the year ended December 31, 2005, the Partnerships' asset retirement obligations were revised upward due to increases in both labor and rig costs -24- associated with plugging wells. Cash flows will not be affected until wells are actually plugged and abandoned. The asset retirement obligation is adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the six months ended June 30, 2006, the P-1, P-3, P-4, P-5, and P-6 Partnerships recognized $6,000, $9,000, $10,000, $7,000, and $22,000 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, 2006 and 2005 are as shown below. P-1 Partnership --------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $119,631 $ 59,672 Additions and revisions 207 212 Accretion expense 1,536 691 -------- -------- Total Asset Retirement Obligation, End of Quarter $121,374 $ 60,575 ======== ======== Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $118,480 $ 58,753 Additions and revisions 207 441 Settlements and disposals ( 368) - Accretion expense 3,055 1,381 -------- -------- Total Asset Retirement Obligation, End of Period $121,374 $ 60,575 ======== ======== -25- P-3 Partnership --------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $186,077 $101,158 Additions and revisions 262 267 Accretion expense 2,331 1,164 -------- -------- Total Asset Retirement Obligation, End of Quarter $188,670 $102,589 ======== ======== Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $184,212 $ 99,718 Additions and revisions 262 562 Settlements and disposals ( 461) - Accretion expense 4,657 2,309 -------- -------- Total Asset Retirement Obligation, End of Period $188,670 $102,589 ======== ======== P-4 Partnership --------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $140,396 $ 57,494 Accretion expense 1,650 573 -------- -------- Total Asset Retirement Obligation, End of Quarter $142,046 $ 58,067 ======== ======== -26- Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ----------- Total Asset Retirement Obligation, January 1 $138,714 $ 56,920 Accretion expense 3,332 1,147 -------- -------- Total Asset Retirement Obligation, End of Period $142,046 $ 58,067 ======== ======== P-5 Partnership --------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $144,381 $ 78,380 Additions and revisions - 1 Accretion expense 1,679 771 -------- -------- Total Asset Retirement Obligation, End of Quarter $146,060 $ 79,152 ======== ======== Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ----------- Total Asset Retirement Obligation, January 1 $142,799 $ 76,681 Additions and revisions - 912 Settlements and obligations ( 91) - Accretion expense 3,352 1,559 -------- -------- Total Asset Retirement Obligation, End of Period $146,060 $ 79,152 ======== ======== -27- P-6 Partnership --------------- Three Months Three Months Ended Ended 6/30/2006 6/30/2005 ------------ ------------ Total Asset Retirement Obligation, April 1 $412,678 $210,328 Additions and revisions - 4 Settlements and disposals - ( 5,636) Accretion expense 4,612 1,925 -------- -------- Total Asset Retirement Obligation, End of Quarter $417,290 $206,621 ======== ======== Six Months Six Months Ended Ended 6/30/2006 6/30/2005 ------------ ----------- Total Asset Retirement Obligation, January 1 $413,445 $208,086 Additions and revisions - 322 Settlements and disposals ( 5,470) ( 5,636) Accretion expense 9,315 3,849 -------- -------- Total Asset Retirement Obligation, End of Period $417,290 $206,621 ======== ======== 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' partnership agreements (the "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, 2006, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- P-1 $ 2,265 $28,440 P-3 2,887 44,640 P-4 2,413 33,240 P-5 2,329 31,170 P-6 2,597 37,641 -28- During the six months ended June 30, 2006, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- P-1 $27,817 $56,880 P-3 29,375 89,280 P-4 28,239 66,480 P-5 28,039 62,340 P-6 28,679 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. -29- 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 -30- 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, 2006 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, well recompletions, or workovers may reduce or eliminate cash available for a particular quarterly cash distribution. During the six months ended June 30, 2006, capital expenditures affecting the P-5 Partnership's Net Profits Interests totaled $240,000. These costs were indirectly incurred primarily as a result of recompletion activities on the Sugg AA 3067 #1 well and the Sugg AA 3 #1 well both located in Irion County, Texas. During the six months ended June 30, 2006, capital expenditures affecting the P-6 Partnership's Net Profits Interests totaled $307,000. These costs were indirectly incurred primarily as a result of recompletion activities on the same Sugg AA 3067 #1 and Sugg AA 3 #1 wells and the Henderson Stovall GU #2 well located in Wharton County, Texas. Other capital expenditures incurred by the -31- Partnerships during 2006 were not material to the Partnerships' cash flows. Pursuant to the terms of the Partnership Agreements, the Partnerships were scheduled to terminate on December 31, 2005. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. The General Partner has extended the terms of the Partnerships for their first two year extension period to December 31, 2007. As of the date of this Quarterly Report, the General Partner has not yet determined whether it will further extend the term of any Partnership. 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 exceed the expected undiscounted future cash flows from such Net Profits Interest, the cost of the Net Profits Interest is written down to fair value, which is determined by using the estimated discounted future cash flows from the Net Profits Interest. -32- 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. Also included in accounts receivable (payable) - Net Profits are 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 described below. 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 (i) 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 (ii) capitalized as part of the carrying amount of the well. Estimated abandonment dates will be revised based on changes to related economic lives, which vary with product prices and production costs. Estimated plugging costs may also be adjusted to reflect changing industry experience. During the year ended December 31, 2005, the Partnerships' asset retirement obligations were revised upward due to increases in both labor and rig costs associated with plugging wells. Cash flows will not be affected until wells are actually plugged and abandoned. -33- NEW ACCOUNTING PRONOUNCEMENTS - ----------------------------- The Partnerships are not aware of any recently issued accounting pronouncements that will impact 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. 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 volumes to differ from the reserve reports prepared by the General Partner. -34- P-1 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 240,494 2,192,218 Production ( 4,597) ( 57,726) Extensions and discoveries 275 810 Revisions of previous estimates 805 ( 32,892) ------- --------- Proved reserves, March 31, 2006 236,977 2,102,410 Production ( 4,607) ( 57,643) Extensions and discoveries 1,695 20,235 Revisions of previous estimates 44,795 155,573 ------- --------- Proved reserves, June 30, 2006 278,860 2,220,575 ======= ========= P-3 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 316,480 3,450,217 Production ( 5,837) ( 88,356) Extensions and discoveries 347 1,918 Revisions of previous estimates 910 ( 55,543) ------- --------- Proved reserves, March 31, 2006 311,900 3,308,236 Production ( 5,914) ( 89,587) Extensions and discoveries 2,135 25,565 Revisions of previous estimates 56,461 236,881 ------- --------- Proved reserves, June 30, 2006 364,582 3,481,095 ======= ========= -35- P-4 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 47,507 1,825,768 Production ( 3,257) ( 50,280) Extensions and discoveries 2 1,658 Revisions of previous estimates ( 109) ( 26,595) ------ --------- Proved reserves, March 31, 2006 44,143 1,750,551 Production ( 3,287) ( 45,360) Extensions and discoveries 5 906 Revisions of previous estimates 2,975 60,227 ------ --------- Proved reserves, June 30, 2006 43,836 1,766,324 ====== ========= P-5 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 40,130 2,201,499 Production ( 1,359) ( 84,457) Extensions and discoveries 780 64,003 Revisions of previous estimates 680 ( 41,128) ------ --------- Proved reserves, March 31, 2006 40,231 2,139,917 Production ( 1,415) ( 65,469) Extensions and discoveries 5,776 87,696 Revisions of previous estimates 4,189 58,798 ------ --------- Proved reserves, June 30, 2006 48,781 2,220,942 ====== ========= -36- P-6 Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 126,115 3,330,307 Production ( 2,365) ( 114,614) Extensions and discoveries 822 226,495 Revisions of previous estimates ( 106) ( 25,518) ------- --------- Proved reserves, March 31, 2006 124,466 3,416,670 Production ( 2,966) ( 118,934) Extensions and discoveries 6,183 65,236 Revisions of previous estimates 15,265 296,439 ------- --------- Proved reserves, June 30, 2006 142,948 3,659,411 ======= ========= 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, 2006, March 31, 2006, and December 31, 2005. 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 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, 2006. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at June 30, 2006 will actually be realized for such production. -37- Net Present Value of Reserves ----------------------------------------------- Partnership 6/30/06 3/31/06 12/31/05 ----------- ----------- ----------- ----------- P-1 $11,235,535 $10,403,645 $12,711,355 P-3 15,969,618 15,161,750 18,996,635 P-4 6,113,306 6,830,210 9,422,988 P-5 6,418,838 6,415,806 9,341,278 P-6 11,791,726 11,352,627 15,133,718 Oil and Gas Prices ------------------------------------------------ Pricing 6/30/06 3/31/06 12/31/05 ----------- ----------- ----------- ----------- Oil (Bbl) $ 73.94 $ 66.25 $ 61.06 Gas (Mcf) 6.09 7.18 10.08 The P-1 and P-3 Partnerships' estimated proved reserves increased approximately 33,000 and 42,000 barrels of oil equivalent ("BOE"), respectively, in the Hutchings Stock Association well, located in Ward County, Texas from March 31, 2006 to June 30, 2006. This increase was primarily due to a revised forecast in reserves based on actual production experience. The P-6 Partnership's estimated proved reserves increased approximately 41,000 BOE in the Eva O'Byrne GU #2 well, located in Upshur County, Texas from March 31, 2006 to June 30, 2006. This increase was also primarily due to a revised forecast in reserves based on actual production experience. 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. 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 are very volatile. Additionally, lower 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: -38- * 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 and the impact of weather-related events; * The availability of pipelines for transportation; * Domestic and foreign government regulations and taxes; and * Market expectations. It is not possible to predict the future direction of oil or natural gas prices or whether the above discussed trends will continue. Operating costs, including General and Administrative Expenses, may not decline over time, may increase, or may experience only a gradual decline, thus adversely affecting net revenues. Net revenues may also be affected by proceeds from property sales or additional costs resulting from well workovers, recompletions, new well drilling, and other events. In addition to pricing, 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. Despite this general trend of declining production, several factors can cause volumes sold to increase, remain relatively constant, or decrease at an even greater rate over a given period. These factors include, but are not limited to: * Geophysical conditions which cause an acceleration of the decline in production; * The shutting-in of wells due to low oil and gas prices (or the opening of previously shut-in wells due to high oil and gas prices), mechanical difficulties, loss of a market/transportation, or performance of workovers, recompletions, or other operations in the well; * Prior period volume adjustments made by the operators of the properties; * Adjustments in ownership or rights to production (such as adjustments that occur at payout or due to gas balancing); and * Completion of enhanced recovery projects which increase production for the well. -39- Many of these factors can be very significant for a single well or for many wells over a short period of time. 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, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 -------- -------- Net Profits $537,029 $439,476 Barrels produced 4,607 4,637 Mcf produced 57,643 57,869 Average price/Bbl $ 61.71 $ 48.22 Average price/Mcf $ 5.84 $ 5.26 As shown in the table above, total Net Profits increased $98,000 (22.2%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this increase (i) $62,000 and $33,000 were related to increases in the average prices of oil and gas sold and (ii) $5,000 was related to a decrease in production expenses. Volumes of oil and gas sold decreased 30 barrels and 226 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The decreases in volumes of oil and gas sold were primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005 and (ii) normal declines in production. These decreases 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 decrease in production expenses was primarily due to (i) a negative prior period lease operating expense adjustment made by the operator on one significant well during the three months ended June 30, 2006, (ii) workover expenses incurred on several wells during the three months ended June 30, 2005, and (iii) a negative prior period production tax adjustment made by the operator on one significant well during the three months ended June 30, 2006. These decreases were partially offset by (i) workover expenses incurred on several other wells during the three months ended June 30, 2006 and (ii) an increase in production taxes associated with the increase in oil and gas sales. -40- Depletion of Net Profits Interests increased $1,000 (4.5%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. As a percentage of Net Profits, this expense decreased to 3.5% for the three months ended June 30, 2006 from 4.0% for the three months ended June 30, 2005. 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 three months ended June 30, 2006 and 2005. As a percentage of Net Profits, these expenses decreased to 5.7% for the three months ended June 30, 2006 from 7.0% for the three months ended June 30, 2005, primarily due to the increase in Net Profits. SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, ------------------------- 2006 2005 ---------- -------- Net Profits $1,051,251 $988,923 Barrels produced 9,204 9,582 Mcf produced 115,369 124,012 Average price/Bbl $ 59.13 $ 46.55 Average price/Mcf $ 6.11 $ 5.69 As shown in the table above, total Net Profits increased $62,000 (6.3%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase $116,000 and $48,000 were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of (i) $18,000 and $49,000 related to decreases in volumes of oil and gas sold and (ii) $35,000 related to an increase in production expenses. Volumes of oil and gas sold decreased 378 barrels and 8,643 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decreases in volumes of oil and gas sold were primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2005 and (ii) normal declines in production. These decreases were partially offset by a negative prior period volume adjustment made by the operator on another significant well during the six months ended June 30, 2005. -41- The increase in production expenses was primarily due to (i) workover expenses incurred on several wells during the six months ended June 30, 2006 and (ii) the receipt of ad valorem tax credits on one significant well during the six months ended June 30, 2005. These increases were partially offset by (i) a negative prior period lease operating expense adjustment made by the operator on one significant well during the six months ended June 30, 2006, (ii) workover expenses incurred on several wells during the six months ended June 30, 2005, and (iii) a negative prior period production tax adjustment made by the operator on one significant well during the six months ended June 30, 2006. Depletion of Net Profits Interests increased $10,000 (29.1%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to the abandonment of one significant well during the six months ended June 30, 2006 due to the lack of remaining reserves. Other contributing factors to the increase were (i) $3,000 due to the depletion of additional Net Profits Interests as a result of the upward revision in the estimate of the asset retirement obligations during late 2005 and (ii) $2,000 due to accretion of these additional asset retirement obligations. These increases were partially offset by upward revisions in the estimates of remaining oil and gas reserves on one significant well since June 30, 2005. As a percentage of Net Profits, this expense increased to 4.1% for the six months ended June 30, 2006 from 3.4% for the six months ended June 30, 2005, primarily due to the dollar increase in depletion of Net Profits Interests. General and administrative expenses increased $2,000 (2.5%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of Net Profits, these expenses decreased to 8.1% for the six months ended June 30, 2006 from 8.4% for the six months ended June 30, 2005. Cumulative cash distributions to the Limited Partners through June 30, 2006 were $19,128,558 or 177.00% of Limited Partners' capital contributions. -42- P-3 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 -------- -------- Net Profits $754,885 $637,978 Barrels produced 5,914 5,988 Mcf produced 89,587 89,676 Average price/Bbl $ 61.83 $ 47.89 Average price/Mcf $ 5.89 $ 5.55 As shown in the table above, total Net Profits increased $117,000 (18.3%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this increase (i) $82,000 and $31,000 were related to increases in the average prices of oil and gas sold, and (ii) $8,000 was related to a decrease in production expenses. These increases were partially offset by decreases of $3,000 and $1,000 related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 74 barrels and 89 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The decreases in volumes of oil and gas sold were primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005 and (ii) normal declines in production. These decreases 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 decrease in production expenses was primarily due to (i) a negative prior period lease operating expense adjustment made by the operator on one significant well during the three months ended June 30, 2006, (ii) workover expenses incurred on several wells during the three months ended June 30, 2005, and (iii) a negative prior period production tax adjustment made by the operator on one significant well during the three months ended June 30, 2006. These decreases were partially offset by (i) workover expenses incurred on several other wells during the three months ended June 30, 2006 and (ii) an increase in production taxes associated with the increase in oil and gas sales. Depletion of Net Profits Interests increased $3,000 (12.3%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. As a percentage of Net Profits, this expense decreased to 3.5% for the three months ended June 30, 2006 from 3.7% for the three months ended June 30, 2005. -43- General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of Net Profits, these expenses decreased to 6.3% for the three months ended June 30, 2006 from 7.5% for the three months ended June 30, 2005, primarily due to the increase in Net Profits. SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, ------------------------- 2006 2005 ---------- ---------- Net Profits $1,491,950 $1,425,534 Barrels produced 11,751 12,346 Mcf produced 177,943 190,528 Average price/Bbl $ 59.47 $ 46.66 Average price/Mcf $ 6.21 $ 5.79 As shown in the table above, total Net Profits increased $66,000 (4.7%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase $151,000 and $75,000 were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of (i) $28,000 and $73,000 related to decreases in volumes of oil and gas sold, and (ii) $59,000 related to an increase in production expenses. Volumes of oil and gas sold decreased 595 barrels and 12,585 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decreases in volumes of oil and gas sold were primarily due to (i) positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2005 and (ii) normal declines in production. These decreases were partially offset by a negative prior period volume adjustment made by the operator on another significant well 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, 2006 and (ii) the receipt of ad valorem tax credits on one significant well during the six months ended June 30, 2005. These increases were partially offset by (i) a negative prior period lease operating expense adjustment made by the operator on one significant well during the six months ended June 30, 2006, (ii) workover expenses incurred on several other wells during the six months ended June 30, 2005, and (iii) a negative prior period production tax adjustment made by the operator on one significant well during the six months ended June 30, 2006. -44- Depletion of Net Profits Interests increased $7,000 (14.1%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to the abandonment of one significant well during the six months ended June 30, 2006 due to the lack of remaining reserves. Other contributing factors to the increase were (i) $4,000 due to the depletion of additional Net Profits Interests as a result of the upward revision in the estimate of the asset retirement obligations during late 2005 and (ii) $2,000 due to accretion of these additional asset retirement obligations. These increases were partially offset by upward revisions in the estimates of remaining oil and gas reserves on one significant well since June 30, 2005. As a percentage of Net Profits, this expense increased to 3.9% for the six months ended June 30, 2006 from 3.6% for the six months ended June 30, 2005. General and administrative expenses increased $2,000 (1.9%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of Net Profits, these expenses decreased to 8.0% for the six months ended June 30, 2006 from 8.2% for the six months ended June 30, 2005. Cumulative cash distributions to the Limited Partners through June 30, 2006 were $26,860,401 or 158.34% of Limited Partners' capital contributions. P-4 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 -------- -------- Net Profits $405,997 $445,650 Barrels produced 3,287 3,888 Mcf produced 45,360 55,427 Average price/Bbl $ 68.32 $ 52.42 Average price/Mcf $ 6.50 $ 6.55 As shown in the table above, total Net Profits decreased $40,000 (8.9%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this decrease $32,000 and $66,000 were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of (i) $52,000 related to an increase in the average price of oil sold and (ii) $8,000 related to a decrease in production expenses. -45- Volumes of oil and gas sold decreased 601 barrels and 10,067 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to (i) the shutting-in of one significant well during late 2005 through mid 2006 in order to perform an unsuccessful workover and (ii) normal declines in production. As of the date of this Quarterly Report, the operator has not yet determined when or if the shut-in well will return to production and, if returned to production, at what rate. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) upward revisions in the estimate of remaining gas reserves and a decrease in the P-4 Partnership's gas balancing position on several wells during the three months ended June 30, 2005 resulting in a decrease in the P-4 Partnership's gas imbalance payable, and (iii) a positive prior period volume adjustment made by the operator on one significant well during the three months ended June 30, 2005. The decrease in production expenses was primarily due to (i) a $13,000 increase in lease operating expenses during the three months ended June 30, 2005 resulting from an increase in the P-4 Partnership's gas balancing position on several wells, (ii) workover expenses incurred on several wells during the three months ended June 30, 2005, and (iii) a decrease in production taxes associated with the decrease in oil and gas sales. These decreases were partially offset by workover expense incurred on one significant well during the three months ended June 30, 2006. Depletion of Net Profits Interests increased $16,000 (142.1%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to two significant wells being fully depleted during the three months ended June 30, 2006 due to the lack of remaining reserves. This increase was also due to an increase of $3,000 due to the depletion of additional Net Profits Interests as a result of the upward revision in the estimate of the asset retirement obligations during late 2005. As a percentage of Net Profits, this expense increased to 6.6% for the three months ended June 30, 2006 from 2.5% for the three months ended June 30, 2005, primarily due to the dollar increase in depletion of Net Profits Interests. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of Net Profits, these expenses increased to 8.8% for the three months ended June 30, 2006 from 8.0% for the three months ended June 30, 2005. This percentage increase was primarily due to the decrease in Net Profits. -46- SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, ------------------------- 2006 2005 -------- -------- Net Profits $842,839 $791,277 Barrels produced 6,544 7,745 Mcf produced 95,640 111,834 Average price/Bbl $ 65.45 $ 48.90 Average price/Mcf $ 6.81 $ 6.34 As shown in the table above, total Net Profits increased $52,000 (6.5%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $108,000 and $45,000 were related to increases in the average prices of oil and gas sold and (ii) $60,000 was related to a decrease in production expenses. These increases were partially offset by decreases of $59,000 and $102,000 related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,201 barrels and 16,194 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to (i) the shutting-in of one significant well during late 2005 through mid 2006 in order to perform an unsuccessful workover and (ii) normal declines in production. As of the date of this Quarterly Report, the operator has not yet determined when or if the shut-in well will return to production and, if returned to production, at what rate. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) positive prior period volume adjustments made by the operators on several wells during the six months ended June 30, 2005, and (iii) upward revisions in the estimate of remaining gas reserves and a decrease in the P-4 Partnership's gas balancing position on several wells during the six months ended June 30, 2005 resulting in a decrease in the P-4 Partnership's gas imbalance payable. These decreases were partially offset by a positive prior period volume adjustment made by the operator on another significant well during the six months ended June 30, 2006. -47- The decrease in production expenses was primarily due to (i) workover expenses incurred on several wells during the six months ended June 30, 2005, (ii) a $13,000 increase in lease operating expenses during the six months ended June 30, 2005 resulting from an increase in the P-4 Partnership's gas balancing position on several wells, and (iii) a decrease in production taxes associated with the decrease in oil and gas sales. These decreases were partially offset by workover expenses incurred on one significant well during the six months ended June 30, 2006. Depletion of Net Profits Interests increased $17,000 (75.5%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to two significant wells being fully depleted during the six months ended June 30, 2006 due to the lack of remaining reserves. This increase was also due to increases of (i) $6,000 due to the depletion of additional net profits interests as a result of the upward revision in the estimate of the asset retirement obligations during late 2005 and (ii) $2,000 due to accretion of these additional asset retirement obligations. These increases were partially offset by the decreases in volumes of oil and gas sold. As a percentage of Net Profits, this expense increased to 4.7% for the six months ended June 30, 2006 from 2.9% for the six months ended June 30, 2005, primarily due to the dollar increase in depletion of Net Profits Interests. General and administrative expenses increased $2,000 (2.2%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of Net Profits, these expenses decreased to 11.2% for the six months ended June 30, 2006 from 11.7% for the six months ended June 30, 2005. Cumulative cash distributions to the Limited Partners through June 30, 2006 were $21,117,945 or 167.20% of Limited Partners' capital contributions. P-5 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 -------- -------- Net Profits $368,319 $414,044 Barrels produced 1,415 978 Mcf produced 65,469 74,876 Average price/Bbl $ 67.05 $ 50.64 Average price/Mcf $ 5.82 $ 5.75 As shown in the table above, total Net Profits decreased $46,000 (11.0%) for the three months ended June 30, 2006 as -48- compared to the three months ended June 30, 2005. Of this decrease (i) $54,000 was related to a decrease in volumes of gas sold and (ii) $42,000 was related to an increase in production expenses. These decreases were partially offset by increases of (i) $23,000 and $5,000 related to increases in the average prices of oil and gas sold, and (ii) $22,000 related to an increase in volumes of oil sold. Volumes of oil sold increased 437 barrels, while volumes of gas sold decreased 9,407 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The increase in volumes of oil sold was primarily due to (i) an increase in production on one significant well following the successful recompletion of that well during early 2006 and (ii) the successful completion of several new wells during 2005 and early 2006. These increases were partially offset by normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during the three months ended June 30, 2005. These decreases were partially offset by (i) the successful completion of several new wells during 2005 and early 2006 and (ii) increases in production on two significant wells following the successful recompletion of those wells during early 2006. The increase in production expenses was primarily due to (i) a $29,000 decrease in lease operating expenses during the three months ended June 30, 2005 resulting from a decrease in the P-5 Partnership's gas balancing position on several wells, (ii) workover expenses incurred on several wells during the three months ended June 30, 2006, and (iii) a positive prior period lease operating expense adjustment on one significant well during the three months ended June 30, 2006. These increases were partially offset by workover expense incurred on several other wells during the three months ended June 30, 2005. Depletion of Net Profits Interests increased $19,000 (209.7%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This increase was primarily due to (i) one significant well being fully depleted during the three months ended June 30, 2006 due to the lack of remaining reserves and (ii) downward revisions in the estimates of remaining gas reserves on one significant well since June 30, 2005. This increase was also due to an increase of $2,000 due to the depletion of additional Net Profits Interests as a result of the upward revision in the estimate of the asset retirement obligations during late 2005. As a percentage of Net Profits, this expense increased to 7.7% for the three months ended June 30, 2006 from 2.2% for the three months ended June 30, 2005, primarily due to the dollar increase in depletion of Net Profits Interests. -49- General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of Net Profits, these expenses increased to 9.1% for the three months ended June 30, 2006 from 8.1% for the three months ended June 30, 2005. This percentage increase was primarily due to the decrease in Net Profits. SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, ------------------------- 2006 2005 -------- -------- Net Profits $869,808 $790,912 Barrels produced 2,774 2,265 Mcf produced 149,926 138,653 Average price/Bbl $ 64.10 $ 47.93 Average price/Mcf $ 6.18 $ 6.06 As shown in the table above, total Net Profits increased $79,000 (10.0%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $24,000 and $68,000 were related to increases in volumes of oil and gas sold and (ii) $45,000 and $18,000 were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of $77,000 related to an increase in production expenses. Volumes of oil and gas sold increased 509 barrels and 11,273 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The increase in volumes of oil sold was primarily due to (i) an increase in production on one significant well following the successful recompletion of that well during early 2006 and (ii) the successful completion of several new wells during 2005 and early 2006. These increases were partially offset by normal declines in production. The increase in volumes of gas sold was primarily due to (i) the successful completion of several new wells during 2005 and early 2006 and (ii) increases in production on several other wells following the successful recompletion of those wells during early 2006. These increases were partially offset by normal declines in production. The increase in production expenses was primarily due to (i) a $29,000 decrease in lease operating expenses during the six months ended June 30, 2005 resulting from a decrease in the P-5 Partnership's gas balancing position on several wells, (ii) workover expenses incurred on several wells during the six months ended June 30, 2006, and (iii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by workover expenses incurred on several other wells during the six months ended June 30, 2005. -50- Depletion of Net Profits Interests increased $15,000 (37.4%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. This increase was primarily due to (i) one significant well being fully depleted during the six months ended June 30, 2006 due to the lack of remaining reserves and (ii) an increase in depletable Net Profits Interests during the six months ended June 30, 2006 primarily due to the recompletion of another significant well. This increase was also due to increases of (i) $3,000 due to the depletion of additional Net Profits Interests as a result of the upward revision in the estimate of the asset retirement obligations during late 2005 and (ii) $2,000 due to accretion of these additional asset retirement obligations. As a percentage of Net Profits, this expense increased to 6.2% for the six months ended June 30, 2006 from 5.0% for the six months ended June 30, 2005, primarily due to the dollar increase in depletion of Net Profits Interests. General and administrative expenses increased $2,000 (2.3%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of Net Profits, these expenses decreased to 10.4% for the six months ended June 30, 2006 from 11.2% for the six months ended June 30, 2005. Cumulative cash distributions to the Limited Partners through June 30, 2006 were $14,852,759 or 125.39% of Limited Partners' capital contributions. P-6 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005. Three Months Ended June 30, --------------------------- 2006 2005 -------- -------- Net Profits $702,835 $669,517 Barrels produced 2,966 2,830 Mcf produced 118,934 112,473 Average price/Bbl $ 63.99 $ 51.17 Average price/Mcf $ 6.01 $ 6.10 As shown in the table above, total Net Profits increased $33,000 (5.0%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. Of this increase (i) $7,000 and $39,000 were related to increases in volumes of oil and gas sold and (ii) $38,000 was related to an increase in the average price of oil sold. These increases were partially offset by decreases of (i) $40,000 related to an increase in production expenses and (ii) $11,000 related to a decrease in the average price of gas sold. -51- Volumes of oil and gas sold increased 136 barrels and 6,461 Mcf for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. The increase in volumes of oil sold was primarily due to (i) an increase in production on one significant well following the successful recompletion of that well during early 2006 and (ii) the successful completion of several new wells during 2005 and early 2006. These increases were partially offset by normal declines in production. The increase in volumes of gas sold was primarily due to (i) increases in production on several wells following the successful recompletion of those wells during early 2006, (ii) the successful completion of several new wells during 2005 and early 2006, and (iii) an increase in production on one significant well following the successful workover of that well during early 2006. These increases were partially offset by normal declines in production. The increase in production expenses was primarily due to (i) a $42,000 decrease in lease operating expenses during the three months ended June 30, 2005 resulting from a decrease in the P-6 Partnership's gas balancing position on several wells, (ii) workover expenses incurred on several wells during the three months ended June 30, 2006, and (iii) a positive prior period lease operating expense adjustment on one significant well during the three months ended June 30, 2006. These increases were partially offset by workover expenses incurred on one significant well during the three months ended June 30, 2005. Depletion of Net Profits Interests decreased $29,000 (55.3%) for the three months ended June 30, 2006 as compared to the three months ended June 30, 2005. This decrease was primarily due to an increase in depletable Net Profits Interests during 2005 primarily due to the recompletion of one significant well. This decrease was partially offset by (i) an increase of $6,000 due to the depletion of additional Net Profits Interests as a result of the upward revision in the estimate of the asset retirement obligations during late 2005, (ii) an increase of $3,000 due to accretion of these additional asset retirement obligations, and (iii) the increases in volumes of oil and gas sold. As a percentage of Net Profits, this expense decreased to 3.3% for the three months ended June 30, 2006 from 7.7% for the three months ended June 30, 2005, primarily due to the dollar decrease in depletion of Net Profits Interests. General and administrative expenses remained relatively constant for the three months ended June 30, 2006 and 2005. As a percentage of Net Profits, these expenses decreased to 5.7% for the three months ended June 30, 2006 from 6.0% for the three months ended June 30, 2005. -52- SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005. Six Months Ended June 30, ------------------------- 2006 2005 ---------- ---------- Net Profits $1,380,109 $1,259,050 Barrels produced 5,331 5,854 Mcf produced 233,548 225,423 Average price/Bbl $ 62.17 $ 49.20 Average price/Mcf $ 6.26 $ 5.82 As shown in the table above, total Net Profits increased $121,000 (9.6%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $69,000 and $104,000 were related to increases in the average prices of oil and gas sold and (ii) $48,000 was related to an increase in volumes of gas sold. These increases were partially offset by decreases of (i) $74,000 related to an increase in production expenses and (ii) $26,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 523 barrels, while volumes of gas sold increased 8,125 Mcf for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. The decrease in volumes of oil sold was primarily due to normal declines in production. This decrease was partially offset by (i) an increase in production on one significant well following its successful recompletion during early 2006 and (ii) the successful completion of several new wells during 2005 and early 2006. The increase in volumes of gas sold was primarily due to (i) increases in production on several wells following their successful recompletion during 2005 and early 2006, (ii) the successful completion of several new wells during the same period, and (iii) an increase in production on one significant well following its successful workover during early 2006. These increases were partially offset by normal declines in production. The increase in production expenses was primarily due to (i) a $42,000 decrease in lease operating expenses during the six months ended June 30, 2005 resulting from a decrease in the P-6 Partnership's gas balancing position on several wells, (ii) workover expenses incurred on several wells during the six months ended June 30, 2006, and (iii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by workover expenses incurred on one significant well during the six months ended June 30, 2005. Depletion of Net Profits Interests increased $11,000 (14.0%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. Of this increase (i) $12,000 was due to the depletion of additional Net Profits Interests as a result of the upward revision in the estimate -53- of the asset retirement obligations during late 2005 and (ii) $5,000 was due to accretion of these additional asset retirement obligations. This increase was also due to an increase in depletable Net Profits Interests during the six months ended June 30, 2006 primarily due to the successful recompletion of two significant wells. These increases were partially offset by an increase in depletable Net Profits Interests during 2005 primarily due to the recompletion of one significant well. As a percentage of Net Profits, this expense increased to 6.7% for the six months ended June 30, 2006 from 6.4% for the six months ended June 30, 2005. General and administrative expenses increased $2,000 (2.1%) for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005. As a percentage of Net Profits, these expenses decreased to 7.5% for the six months ended June 30, 2006 from 8.1% for the six months ended June 30, 2005. Cumulative cash distributions to the Limited Partners through June 30, 2006 were $22,003,248 or 153.82% of Limited Partners' capital contribution. -54- 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. -55- 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 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. -56- 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. -57- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: August 14, 2006 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: August 14, 2006 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -58- 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. -59- 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. -60-