SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 1998 Commission File Number: P-7: 0-20265 P-8: 0-20264 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8 --------------------------------------------------------------------- (Exact name of Registrant as specified in its Articles) P-7 73-1367186 Oklahoma P-8 73-1378683 ---------------------------- ------------------------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or Number) organization) Two West Second Street, Tulsa, Oklahoma 74103 ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(918) 583-1791 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ 1 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 185,898 $ 517,144 ---------- ---------- Total current assets $ 185,898 $ 517,144 NET PROFITS INTERESTS, net, utilizing the successful efforts method 4,852,424 5,190,377 ---------- ---------- $5,038,322 $5,707,521 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable - Net Profits $ 99,533 $ 6,697 ---------- ---------- Total current liabilities $ 99,533 $ 6,697 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 125,488) ($ 119,241) Limited Partners, issued and outstanding, 188,702 units 5,064,277 5,820,065 ---------- ---------- Total Partners' capital $4,938,789 $5,700,824 ---------- ---------- $5,038,322 $5,707,521 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 2 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7 STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- -------- REVENUES: Net Profits $254,174 $568,622 Interest and other income 2,123 5,908 Gain (loss) on sale of Net Profits Interests 7,359 ( 576) -------- -------- $263,656 $573,954 COSTS AND EXPENSES: Depletion of Net Profits Interests $154,223 $246,992 General and administrative (Note 2) 53,954 53,031 -------- -------- $208,177 $300,023 -------- -------- NET INCOME $ 55,479 $273,931 ======== ======== GENERAL PARTNER - NET INCOME $ 8,837 $ 36,044 ======== ======== LIMITED PARTNERS - NET INCOME $ 46,642 $237,887 ======== ======== NET INCOME per unit $ .24 $ 1.26 ======== ======== UNITS OUTSTANDING 188,702 188,702 ======== ======== The accompanying condensed notes are an integral part of these financial statements. 3 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7 STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- ---------- REVENUES: Net Profits $777,354 $1,698,511 Interest and other income 9,080 16,213 Gain on sale of Net Profits Interests 145,741 101,931 -------- ---------- $932,175 $1,816,655 COSTS AND EXPENSES: Depletion of Net Profits Interests $485,871 $ 702,441 Impairment provision - 1,474,823 General and administrative (Note 2) 171,364 175,429 -------- ---------- $657,235 $2,352,693 -------- ---------- NET INCOME (LOSS) $274,940 ($ 536,038) ======== ========== GENERAL PARTNER - NET INCOME $ 32,728 $ 59,478 ======== ========== LIMITED PARTNERS - NET INCOME (LOSS) $242,212 ($ 595,516) ======== ========== NET INCOME (LOSS) per unit $ 1.28 ($ 3.16) ======== ========== UNITS OUTSTANDING 188,702 188,702 ======== ========== The accompanying condensed notes are an integral part of these financial statements. 4 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7 STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 274,940 ($ 536,038) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of Net Profits Interests 485,871 702,441 Impairment provision - 1,474,823 Gain on sale of Net Profits Interests ( 145,741) ( 101,931) Decrease in accounts receivable - Net Profits - 225,649 Increase in accounts payable - Net Profits 92,836 - ---------- ---------- Net cash provided by operating activities $ 707,906 $1,764,944 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 181,194) ($ 190,610) Proceeds from sale of Net Profits Interests 179,017 207,490 ---------- ---------- Net cash provided (used) by investing activities ($ 2,177) $ 16,880 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,036,975) ($1,941,202) ---------- ---------- Net cash used by financing activities ($1,036,975) ($1,941,202) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 331,246) ($ 159,378) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 517,144 643,415 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 185,898 $ 484,037 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 5 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 172,991 $ 382,448 Accounts receivable: Net Profits - 57,019 ---------- ---------- Total current assets $ 172,991 $ 439,467 NET PROFITS INTERESTS, net, utilizing the successful efforts method 2,590,560 2,756,057 ---------- ---------- $2,763,551 $3,195,524 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable - Net Profits $ 8,514 $ - ---------- ---------- Total current liabilities $ 8,514 $ - PARTNERS' CAPITAL (DEFICIT): General Partner ($ 60,353) ($ 56,764) Limited Partners, issued and outstanding, 90,094 units 2,815,390 3,252,288 ---------- ---------- Total Partners' capital $2,755,037 $3,195,524 ---------- ---------- $2,763,551 $3,195,524 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 6 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8 STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- --------- REVENUES: Net Profits $156,825 $339,944 Interest and other income 1,965 4,417 Gain (loss) on sale of Net Profits Interests 4,042 ( 2,960) -------- -------- $162,832 $341,401 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 79,140 $167,892 General and administrative (Note 2) 33,223 32,651 -------- -------- $112,363 $200,543 -------- -------- NET INCOME $ 50,469 $140,858 ======== ======== GENERAL PARTNER - NET INCOME $ 5,591 $ 22,016 ======== ======== LIMITED PARTNERS - NET INCOME $ 44,878 $118,842 ======== ======== NET INCOME per unit $ .39 $ 1.02 ======== ======== UNITS OUTSTANDING 116,168 116,168 ======== ======== The accompanying condensed notes are an integral part of these financial statements. 7 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8 STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Net Profits $527,126 $1,093,247 Interest and other income 7,860 12,675 Gain on sale of Net Profits Interests 100,765 50,139 -------- ---------- $635,751 $1,156,061 COSTS AND EXPENSES: Depletion of Net Profits Interests $252,550 $ 484,279 Impairment provision - 1,052,542 General and administrative (Note 2) 105,505 107,898 -------- ---------- $358,055 $1,644,719 -------- ---------- NET INCOME (LOSS) $277,696 ($ 488,658) ======== ========== GENERAL PARTNER - NET INCOME $ 23,594 $ 36,406 ======== ========== LIMITED PARTNERS - NET INCOME (LOSS) $254,102 ($ 525,064) ======== ========== NET INCOME (LOSS) per unit $ 2.19 ($ 4.52) ======== ========== UNITS OUTSTANDING 116,168 116,168 ======== ========== The accompanying condensed notes are an integral part of these financial statements. 8 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8 STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $277,696 ($ 488,658) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of Net Profits Interests 252,550 484,279 Impairment provision - 1,052,542 Gain on sale of Net Profits Interests ( 100,765) ( 50,139) Decrease in accounts receivable - Net Profits 57,019 88,232 Decrease in accounts receivable - General Partner - ( 85) Increase in accounts payable - Net Profits 8,514 92,988 -------- ---------- Net cash provided by operating activities $495,014 $1,179,159 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($104,457) ($ 112,238) Proceeds from sale of Net Profits Interests 118,169 117,867 -------- ---------- Net cash provided by investing activities $ 13,712 $ 5,629 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($718,183) ($1,318,434) -------- ---------- Net cash used by financing activities ($718,183) ($1,318,434) -------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($209,457) ($ 133,646) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 382,448 488,063 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $172,991 $ 354,417 ======== ========== The accompanying condensed notes are an integral part of these financial statements. 9 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS CONDENSED NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 1998 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of September 30, 1998, statements of operations for the three and nine months ended September 30, 1998 and 1997, and statements of cash flows for the nine months ended September 30, 1998 and 1997 have been prepared by Geodyne Resources, Inc., the General Partner (the "General Partner") of the Geodyne Institutional/Pension Energy Income Program II Limited Partnerships (individually, the "P-7 Partnership" or the "P-8 Partnership", as the case may be, or, collectively, the "Partnerships"), without audit. In the opinion of management the financial statements referred to above include all necessary adjustments, consisting of normal recurring adjustments, to present fairly the financial position at September 30, 1998, the results of operations for the three and nine months ended September 30, 1998 and 1997, and the cash flows for the nine months ended September 30, 1998 and 1997. 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, 1997. The results of operations for the period ended September 30, 1998 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 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. 10 NET PROFITS INTERESTS --------------------- The Partnerships follow the successful efforts method of accounting for their Net Profits Interests. Under the successful efforts method, the Partnerships capitalize all acquisition costs. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire a net profits interest or other non-operating interest in 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 Partnerships of Net Profits Interests acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner prior to their transfer to the Partnerships. Impairment of Net Profits Interests is recognized based upon an individual property assessment. Depletion of the costs of Net Profits Interests is computed on the unit-of-production method. The Partnerships' calculation of depletion of its Net Profits Interests includes estimated dismantlement and abandonment costs, net of estimated salvage value. The Partnerships do not directly bear capital costs. However, the Partnerships indirectly bear certain capital costs incurred by the owners of the Working Interests to the extent such capital costs are charged against the applicable oil and gas revenues in calculating the net profits payable to the Partnerships. For financial reporting purposes only, such capital costs are reported as capital expenditures in the Partnerships' Statements of Cash Flows. Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long Lived Assets and Assets Held for Disposal", requires successful efforts companies, like the Partnerships, to evaluate the recoverability of the carrying costs of their proved oil and gas properties at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of oil and gas properties. With respect to the Partnerships' oil and gas properties, this evaluation was performed for each field. SFAS No. 121, provides that if the unamortized costs of oil and gas properties for each field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is 11 determined by using the discounted future cash flows from the properties. The Partnerships recorded a non-cash charge against earnings (impairment provision) during the nine months ended September 30, 1997 pursuant to SFAS No. 121 as follows: Partnership Amount ----------- ----------- P-7 $1,474,823 P-8 1,052,542 No such charge was recorded in the nine months ended September 30, 1998. The risk that the Partnerships will be required to record such impairment provisions in the future increases when oil and gas prices are depressed. 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' partnership agreements provide for reimbursement to the General Partner for all direct general and administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred. During the three months ended September 30, 1998 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- P-7 $4,295 $49,659 P-8 2,653 30,570 During the nine months ended September 30, 1998 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- P-7 $22,387 $148,977 P-8 13,795 91,710 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. 12 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 were formed for the purpose of acquiring Net Profits Interests located in the continental United States. In general, each 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 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 13 are distributed to the Limited Partners and 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-7 February 28, 1992 $18,870,200 P-8 February 28, 1992 $11,616,800 In general, the amount of funds available for acquisition of producing properties was equal to the capital contributions of the Limited Partners, less 15% for sales commissions and organization and management fees. All of the Partnerships have fully invested their capital contributions. Net proceeds from the Partnerships' Net Profits Interests less necessary operating capital are distributed to the Limited Partners on a quarterly basis. Revenues and net proceeds of a Partnership are largely dependent upon the volumes of oil and gas sold and the prices received for such oil and gas. While the General Partner cannot predict future pricing trends, it believes the working capital available as of September 30, 1998 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. The Partnerships' Statements of Cash Flows for the nine months ended September 30, 1998 include proceeds from the sale of Net Profits Interests. The proceeds received during the first quarter of 1998 were included in the Partnerships' cash distributions paid during May 1998, the proceeds received during the second quarter of 1998 were included in the Partnerships' cash distributions paid during August 1998, and the proceeds received during the third quarter of 1998 will be included in the Partnerships' cash distributions to be paid in November 1998. It is possible that the Partnerships' repurchase values and future cash distributions could decline as a result of the disposition of these properties. On the other hand, the General Partner believes there will be beneficial operating efficiencies related to the Partnerships' remaining properties. This is primarily due to the fact that the properties sold generally 14 bore a higher ratio of operating expenses as compared to reserves than the Partnerships' remaining properties. During the nine months ended September 30, 1998 capital expenditures indirectly incurred by the P-7 and P-8 Partnerships totaled $181,194 and $104,457, respectively. These expenditures resulted primarily from indirect participation in (i) an infill drilling operation, which was cancelled after 22 wells were drilled in the large unitized property of the Goldsmith Adobe Unit located in Ector County, Texas attributable to the P-7 and P-8 Partnerships' Net Profits Interests and (ii) the successful recompletion of two wells in the Pecos Valley Unit located in Pecos County, Texas attributable to the P-7 and P-8 Partnerships' Net Profits Interests. These drilling and recompletion activities were conducted in order to improve the recovery of reserves. RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The most important variable affecting the Partnerships' revenues is the prices received for the sale of oil and gas. Predicting future prices is very difficult. Substantially all of the Partnerships' gas reserves are being sold in the "spot market". Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. Such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. In addition, crude oil prices are at or near their lowest level in the past decade due primarily to the global surplus of crude oil. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. 15 P-7 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Net Profits $254,174 $568,622 Barrels produced 22,089 28,323 Mcf produced 125,220 183,750 Average price/Bbl $ 12.00 $ 17.74 Average price/Mcf $ 1.56 $ 2.09 As shown in the table above, Net Profits decreased $314,448 (55.3%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $111,000 and $122,000, respectively, were related to decreases in the volumes of oil and gas sold and approximately $127,000 and $67,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by an increase of approximately $112,000 related to decreases in production expenses incurred by the owners of the Working Interests. Volumes of oil and gas sold decreased 6,234 barrels and 58,530 Mcf, respectively, for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from negative prior period volume adjustments made by the purchasers on two significant wells during the three months ended September 30, 1998. The decrease in the volumes of gas sold resulted primarily from (i) normal declines in production on two significant wells due to diminishing reserves, (ii) a negative prior period volume adjustment made by a purchaser on one significant well during the three months ended September 30, 1998, and (iii) a positive prior period volume adjustment made by a purchaser on another significant well during the three months ended September 30, 1997. The decrease in production expenses resulted primarily from (i) a decrease in production taxes associated with the decrease in Net Profits, (ii) workover expenses incurred on one significant well during the three months ended September 30, 1997, and (iii) decreased general repair and maintenance expenses on two significant wells during the three months ended September 30, 1998. Average oil and gas prices decreased to $12.00 per barrel and $1.56 per Mcf, respectively, for the three months ended September 30, 1998 from $17.74 per barrel and $2.09 per Mcf, respectively, for the three months ended September 30, 1997. 16 As discussed in the Liquidity and Capital Resources section above, the P-7 Partnership sold certain Net Profits Interests during the three months ended September 30, 1998 and recognized a $7,359 gain on such sales. Similar sales during the three months ended September 30, 1997 resulted in the P-7 Partnership recognizing losses totaling $576. Depletion of Net Profits Interests decreased $92,769 (37.6%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997 and (ii) upward revisions in the estimates of remaining gas reserves at December 31, 1997. As a percentage of Net Profits, this expense increased to 60.7% for the three months ended September 30, 1998 from 43.4% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. General and administrative expenses increased $923 (1.7%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of Net Profits, this expense increased to 21.2% for the three months ended September 30, 1998 from 9.3% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in Net Profits. NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 -------- ---------- Net Profits $777,354 $1,698,511 Barrels produced 71,092 91,838 Mcf produced 385,490 454,854 Average price/Bbl $ 13.09 $ 19.77 Average price/Mcf $ 1.82 $ 2.18 As shown in the table above, Net Profits decreased $921,157 (54.2%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $410,000 and $151,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $475,000 and $137,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by an increase of approximately $252,000 related to 17 decreases in production expenses incurred by the owners of the Working Interests. Volumes of oil and gas sold decreased 20,746 barrels and 69,364 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) negative prior period volume adjustments made by the purchasers on two significant wells during the nine months ended September 30, 1998 and (ii) a positive prior period volume adjustment made by a purchaser on another significant well during the nine months ended September 30, 1997. The decrease in the volumes of gas sold resulted primarily from (i) normal declines in production on three significant wells due to diminishing reserves and (ii) the sale of two significant wells in 1998. The decrease in production expenses resulted primarily from (i) workover expenses incurred on three significant wells during the nine months ended September 30, 1997, (ii) a decrease in production taxes associated with the decrease in Net Profits, and (iii) the sale of one significant well during 1997. Average oil and gas prices decreased to $13.09 per barrel and $1.82 per Mcf, respectively, for the nine months ended September 30, 1998 from $19.77 per barrel and $2.18 per Mcf, respectively, for the nine months ended September 30, 1997. As discussed in the Liquidity and Capital Resources section above, the P-7 Partnership sold certain Net Profits Interests during the nine months ended September 30, 1998 and recognized a $145,741 gain on such sales. Similar sales during the nine months ended September 30, 1997 resulted in the P-7 Partnership recognizing similar gains totaling $101,931. Depletion of Net Profits Interests decreased $216,570 (30.8%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997 and (ii) upward revisions in the estimates of remaining gas reserves at December 31, 1997. As a percentage of Net Profits, this expense increased to 62.5% for the nine months ended September 30, 1998 from 41.4% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. 18 The P-7 Partnership recognized a non-cash charge against earnings of $1,474,823 during the nine months ended September 30, 1997. Of this amount, $686,260 was related to the decline in oil and gas prices used to determine future cash flows from the P-7 Partnership's Net Profits Interests in proved oil and gas reserves at March 31, 1997 and $788,563 was related to the writing-off of Net Profits Interests in unproved properties. The General Partner determined that it was unlikely that these unproved properties would be developed due to the low oil and gas prices received over the prior several years and Partnership Agreement provisions which limited the P-7 Partnership's level of permissible indirect drilling activity through its Affiliated Programs. No similar charges were necessary during the nine months ended September 30, 1998. General and administrative expenses decreased $4,065 (2.3%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of Net Profits, this expense increased to 22.0% for the nine months ended September 30, 1998 from 10.3% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in Net Profits discussed above. Cumulative cash distributions to the Limited Partners through September 30, 1998 were $10,660,916 or 56.50% of the Limited Partners' capital contributions. P-8 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Net Profits $156,825 $339,944 Barrels produced 13,118 17,097 Mcf produced 88,489 122,272 Average price/Bbl $ 11.97 $ 17.48 Average price/Mcf $ 1.52 $ 2.03 As shown in the table above, Net Profits decreased $183,119 (53.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $70,000 and $69,000, respectively, were related to decreases in the volumes of oil and gas sold and approximately $72,000 and $45,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by an increase of approximately $73,000 related to decreases in production expenses incurred by the owners of the Working Interests. Volumes of oil and gas sold decreased 3,979 barrels and 33,783 Mcf, respectively, for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from negative prior period volume adjustments made by the purchasers on two significant wells during the three months ended September 30, 1998. The decrease in volumes of gas sold resulted primarily from (i) normal declines in production on two significant wells due to diminishing reserves, (ii) the sale of one significant well in 1998, and (iii) the curtailment of sales during the three months ended September 30, 1998 on one significant well due to the P-8 Partnership's overproduced position in that well. The decrease in production expenses resulted primarily from (i) a decrease in production taxes associated with the decrease in Net Profits, (ii) workover expenses incurred on several wells during the three months ended September 30, 1997, and (iii) the abandonment of one significant well in 1997 because it was uneconomical to produce. Average oil and gas prices decreased to $11.97 per barrel and $1.52 per Mcf, respectively, for the three months ended September 30, 1998 from $17.48 per barrel and $2.03 per Mcf, respectively, for the three months ended September 30, 1997. Depletion of Net Profits Interests decreased $88,752 (52.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997 and (ii) upward revisions in the estimates of remaining gas reserves at December 31, 1997. As a percentage of Net Profits, this expense increased to 50.5% for the three months ended September 30, 1998 from 49.4% for the three months ended September 30, 1997. General and administrative expenses increased $572 (1.8%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of Net Profits, this expense increased to 21.2% for the three months ended September 30, 1998 from 9.6% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in Net Profits. 19 NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 -------- ---------- Net Profits $527,126 $1,093,247 Barrels produced 42,444 54,266 Mcf produced 278,894 322,991 Average price/Bbl $ 13.01 $ 19.67 Average price/Mcf $ 1.81 $ 2.22 As shown in the table above, Net Profits decreased $566,121 (51.8%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $233,000 and $98,000, respectively, were related to decreases in the volumes of oil and gas sold and approximately $282,000 and $112,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by an increase of approximately $159,000 related to decreases in production expenses incurred by the owners of the Working Interests. Volumes of oil and gas sold decreased 11,822 barrels and 44,097 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) a negative prior period volume adjustment made by a purchaser on one significant well during the nine months ended September 30, 1998, (ii) a positive prior period volume adjustment made by a purchaser on another significant well during the nine months ended September 30, 1997, and (iii) the normal decline in production on one significant well due to diminishing reserves. The decrease in the volumes of gas sold resulted primarily from (i) the curtailment of sales during the nine months ended September 30, 1998 on one significant well due to the P-8 Partnership's overproduced position in that well, (ii) the normal decline in production on one significant well due to diminishing reserves, and (iii) the sale of one significant well in 1998. The decrease in production expenses resulted primarily from (i) workover expenses incurred on three significant wells during the nine months ended September 30, 1997, (ii) a decrease in production taxes associated with the decrease in Net Profits discussed above, and (iii) the sale of two significant wells during 1997 and 1998. Average oil and gas prices decreased to $13.01 per barrel and $1.81 per Mcf, respectively, for the nine months ended September 30, 1998 from $19.67 per barrel and $2.22 per Mcf, respectively, for the nine months ended September 30, 1997. 20 As discussed in the Liquidity and Capital Resources section above, the P-8 Partnership sold certain Net Profits Interests during the nine months ended September 30, 1998 and recognized a $100,765 gain on such sales. Similar sales during the nine months ended September 30, 1997 resulted in the P-8 Partnership recognizing similar gains totaling $50,139. Depletion of Net Profits Interests decreased $231,729 (47.9%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997 and (ii) upward revisions in the estimates of remaining gas reserves at December 31, 1997. As a percentage of Net Profits, this expense increased to 47.9% for the nine months ended September 30, 1998 from 44.3% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The P-8 Partnership recognized a non-cash charge against earnings of $1,052,542 during the nine months ended September 30, 1997. Of this amount, $650,465 was related to the decline in oil and gas prices used to determine future cash flows from the P-8 Partnership's Net Profits Interests in proved oil and gas reserves at March 31, 1997 and $402,077 was related to the writing-off of Net Profits Interests in unproved properties. The General Partner determined that it was unlikely that these unproved properties would be developed due to the low oil and gas prices received over the prior several years and Partnership Agreement provisions which limited the P-8 Partnership's level of permissible indirect drilling activity through its Affiliated Programs. No similar charges were necessary during the nine months ended September 30, 1998. General and administrative expenses decreased $2,393 (2.2%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of Net Profits, this expense increased to 20.0% for the nine months ended September 30, 1998 from 9.9% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in Net Profits discussed above. 21 Cumulative cash distributions to the Limited Partners through September 30, 1998 were $6,639,583 or 57.16% of the Limited Partners' capital contributions. 22 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27.1 Financial Data Schedule containing summary financial information extracted from the P-7 Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the P-8 Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K. None. 23 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 LIMITED PARTNERSHIP P-7 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8 (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: November 9, 1998 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: November 9, 1998 By: /s/Patrick M. Hall -------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer 24 INDEX TO EXHIBITS NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-7's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-8's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. All other exhibits are omitted as inapplicable. 25