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, 2001 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, 2001 2000 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 199,520 $ 633,461 Accounts receivable: Net Profits 446,210 612,799 ---------- ---------- Total current assets $ 645,730 $1,246,260 NET PROFITS INTERESTS, net, utilizing the successful efforts method 2,397,349 2,325,235 ---------- ---------- $3,043,079 $3,571,495 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 114,079) ($ 104,594) Limited Partners, issued and outstanding, 188,702 units 3,157,158 3,676,089 ---------- ---------- Total Partners' capital $3,043,079 $3,571,495 ========== ========== 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, 2001 AND 2000 (Unaudited) 2001 2000 -------- ---------- REVENUES: Net Profits $237,881 $ 661,848 Interest income 3,479 10,588 Gain on sale of Net Profits Interests - 353,794 -------- ---------- $241,360 $1,026,230 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 45,217 $ 55,579 General and administrative (Note 2) 53,117 53,966 -------- ---------- $ 98,334 $ 109,545 -------- ---------- NET INCOME $143,026 $ 916,685 ======== ========== GENERAL PARTNER - NET INCOME $ 8,786 $ 47,528 ======== ========== LIMITED PARTNERS - NET INCOME $134,240 $ 869,157 ======== ========== NET INCOME per unit $ 0.71 $ 4.60 ======== ========== 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, 2001 AND 2000 (Unaudited) 2001 2000 ------------ ---------- REVENUES: Net Profits $1,701,623 $2,123,416 Interest income 15,814 19,741 Gain (loss) on sale of Net Profits Interests ( 252) 391,062 ---------- ---------- $1,717,185 $2,534,219 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 167,113 $ 194,662 General and administrative (Note 2) 173,269 173,047 ---------- ---------- $ 340,382 $ 367,709 ---------- ---------- NET INCOME $1,376,803 $2,166,510 ========== ========== GENERAL PARTNER - NET INCOME $ 74,734 $ 115,125 ========== ========== LIMITED PARTNERS - NET INCOME $1,302,069 $2,051,385 ========== ========== NET INCOME per unit $ 6.90 $ 10.87 ========== ========== 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, 2001 AND 2000 (Unaudited) 2001 2000 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,376,803 $2,166,510 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 167,113 194,662 (Gain) loss on sale of Net Profits Interests 252 ( 391,062) (Increase) decrease in accounts receivable - Net Profits 166,589 ( 256,927) ---------- ---------- Net cash provided by operating activities $1,710,757 $1,713,183 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 239,479) ($ 185,525) Proceeds from sale of Net Profits Interests - 395,873 ---------- ---------- Net cash provided (used) by investing activities ($ 239,479) $ 210,348 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,905,219) ($1,401,092) ---------- ---------- Net cash used by financing activities ($1,905,219) ($1,401,092) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 433,941) $ 522,439 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 633,461 353,416 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 199,520 $ 875,855 ========== ========== 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, 2001 2000 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 233,615 $ 498,373 Accounts receivable: Net Profits 282,843 405,439 ---------- ---------- Total current assets $ 516,458 $ 903,812 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,398,212 1,355,008 ---------- ---------- $1,914,670 $2,258,820 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 51,476) ($ 44,319) Limited Partners, issued and outstanding, 116,168 units 1,966,146 2,303,139 ---------- ---------- Total Partners' capital $1,914,670 $2,258,820 ========== ========== 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, 2001 AND 2000 (Unaudited) 2001 2000 -------- -------- REVENUES: Net Profits $194,816 $434,550 Interest income 3,101 7,092 Gain on sale of Net Profits Interests - 181,260 -------- -------- $197,917 $622,902 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 30,277 $ 33,729 General and administrative (Note 2) 32,985 33,463 -------- -------- $ 63,262 $ 67,192 -------- -------- NET INCOME $134,655 $555,710 ======== ======== GENERAL PARTNER - NET INCOME $ 7,789 $ 28,780 ======== ======== LIMITED PARTNERS - NET INCOME $126,866 $526,930 ======== ======== NET INCOME per unit $ 1.10 $ 4.53 ======== ======== 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, 2001 AND 2000 (Unaudited) 2001 2000 ------------ ---------- REVENUES: Net Profits $1,247,729 $1,360,487 Interest income 13,256 14,584 Gain (loss) on sale of Net Profits Interests ( 121) 202,690 ---------- ---------- $1,260,864 $1,577,761 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 104,987 $ 114,051 General and administrative (Note 2) 113,199 106,921 ---------- ---------- $ 218,186 $ 220,972 ---------- ---------- NET INCOME $1,042,678 $1,356,789 ========== ========== GENERAL PARTNER - NET INCOME $ 55,671 $ 71,672 ========== ========== LIMITED PARTNERS - NET INCOME $ 987,007 $1,285,117 ========== ========== NET INCOME per unit $ 8.50 $ 11.06 ========== ========== 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, 2001 AND 2000 (Unaudited) 2001 2000 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,042,678 $1,356,789 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 104,987 114,051 (Gain) loss on sale of Net Profits Interests 121 ( 202,690) (Increase) decrease in accounts receivable - Net Profits 122,596 ( 158,085) ---------- ---------- Net cash provided by operating activities $1,270,382 $1,110,065 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 148,312) ($ 112,490) Proceeds from sale of Net Profits Interests - 204,874 ---------- ---------- Net cash provided (used) by investing activities ($ 148,312) $ 92,384 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,386,828) ($ 909,721) ---------- ---------- Net cash used by financing activities ($1,386,828) ($ 909,721) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 264,758) $ 292,728 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 498,373 291,963 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 233,615 $ 584,691 ========== ========== 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, 2001 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of September 30, 2001, statements of operations for the three and nine months ended September 30, 2001 and 2000, and statements of cash flows for the nine months ended September 30, 2001 and 2000 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, 2001, the results of operations for the three and nine months ended September 30, 2001 and 2000, and the cash flows for the nine months ended September 30, 2001 and 2000. 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, 2000. The results of operations for the period ended September 30, 2001 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. 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, 2001, the following payments were made to the General Partner or its affiliates by the Partnerships: -11- Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- P-7 $3,458 $49,659 P-8 2,415 30,570 During the nine months ended September 30, 2001, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- P-7 $24,292 $148,977 P-8 21,489 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, 2001 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. The P-7 and P-8 Partnerships' Statements of Cash Flows for the nine months ended September 30, 2000 include proceeds from the sale of certain oil and gas properties during the third quarter of 2000. These proceeds were included in the Partnerships' cash distributions paid in November 2000. Occasional expenditures for new wells or well recompletions or workovers, however, may reduce or eliminate cash available for a particular quarterly cash distribution. During the nine months ended September 30, 2001, capital expenditures for the P-7 and P-8 Partnerships totaled $239,479 and $148,312, respectively. These expenditures were primarily due to drilling and recompletion activities on two large unitized properties, the North Riley Unit in Gaines County, Texas, in which the P-7 and P-8 Partnerships own interests of approximately 2.0% and 1.2%, respectively, and the Robertson North Unit in Gaines County, Texas, in -14- which the P-7 and P-8 Partnerships own interests of approximately 2.7% and 1.7%, respectively. During the nine months ended September 30, 2000, capital expenditures for the P-7 and P-8 Partnerships totaled $185,525 and $112,490, respectively. These expenditures were primarily due to the drilling activities in a large unitized property, the North Riley Unit in Gaines County, Texas, in which the P-7 and P-8 Partnerships own interests of approximately 2.0% and 1.2%, respectively. Pursuant to the terms of the Partnerships' partnership agreements (the "Partnership Agreements"), the Partnerships are scheduled to terminate on February 28, 2002. 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 currently intends to extend the terms of the Partnerships for their first two year extension period to February 28, 2004. 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 variables affecting the Partnerships' revenues are the prices received for the sale of oil and gas and the volumes of oil and gas produced. The Partnerships' production is mainly natural gas, so such pricing and volumes are the most significant factors. Due to the volatility of oil and gas prices, forecasting future prices is subject to great uncertainty and inaccuracy. Substantially all of the Partnerships' gas reserves are being sold in the "spot market". Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. Such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. However, oil and gas are depleting assets, so it can be expected that production levels will decline over time. Gas prices in late 2000 and early 2001 were significantly higher than the Partnerships' historical average. This was attributable to the higher prices for crude oil, a substitute fuel in some markets, and reduced production due to lower capital investments in 1998 and 1999. In the last several months, however, spot gas prices have substantially declined. A weakening economy and recent terrorist activities may result in additional downward pricing pressure. It is not possible to accurately predict future pricing direction. -15- P-7 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2000. Three Months Ended September 30, -------------------------------- 2001 2000 -------- -------- Net Profits $237,881 $661,848 Barrels produced 13,785 19,767 Mcf produced 85,796 99,354 Average price/Bbl $ 25.37 $ 29.15 Average price/Mcf $ 2.51 $ 3.39 As shown in the table above, total Net Profits decreased $423,967 (64.1%) for the three months ended September 30, 2001 as compared to the three months ended September 30, 2000. Of this decrease, approximately (i) $174,000 and $46,000, respectively, were related to decreases in volumes of oil and gas sold, (ii) $52,000 and $76,000, respectively, were related to decreases in the average prices of oil and gas sold, and (iii) $76,000 was related to an increase in production expenses. Volumes of oil and gas sold decreased 5,982 barrels and 13,558 Mcf, respectively, for the three months ended September 30, 2001 as compared to the three months ended September 30, 2000. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the sale of two significant wells during mid 2000. The decrease in volumes of gas sold was primarily due to normal declines in production, which decrease was partially offset by increased production on one significant well due to the successful recompletion of that well during 2001. The increase in production expenses was primarily due to workover expenses incurred on several wells during the three months ended September 30, 2001. This increase was partially offset by a decrease in production taxes associated with the decrease in Net Profits and the sale of two significant wells during mid 2000. Average oil and gas prices decreased to $25.37 per barrel and $2.51 per Mcf, respectively, for the three months ended September 30, 2001 from $29.15 per barrel and $3.39 per Mcf, respectively, for the three months ended September 30, 2000. As discussed in Liquidity and Capital Resources above, the P-7 Partnership sold certain oil and gas properties during the three months ended September 30, 2000 and recognized a $353,794 gain on such sales. No such sales occurred during the three months ended September 30, 2001. -16- Depletion of Net Profits Interests decreased $10,362 (18.6%) for the three months ended September 30, 2001 as compared to the three months ended September 30, 2000. This decrease was primarily due to the decreases in volumes of oil and gas sold. As a percentage of Net Profits, this expense increased to 19.0% for the three months ended September 30, 2001 from 8.4% for the three months ended September 30, 2000. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses decreased $849 (1.6%) for the three months ended September 30, 2001 as compared to the three months ended September 30, 2000. As a percentage of Net Profits, these expenses increased to 22.3% for the three months ended September 30, 2001 from 8.2% for the three months ended September 30, 2000. This percentage increase was primarily due to the decrease in Net Profits. NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2000. Nine Months Ended September 30, ------------------------------- 2001 2000 ---------- ---------- Net Profits $1,701,623 $2,123,416 Barrels produced 53,128 71,495 Mcf produced 304,011 334,408 Average price/Bbl $ 26.03 $ 28.50 Average price/Mcf $ 4.17 $ 3.03 As shown in the table above, total Net Profits decreased $421,793 (19.9%) for the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000. Of this decrease, approximately (i) $523,000 and $92,000, respectively, were related to decreases in volumes of oil and gas sold and (ii) $131,000 was related to a decrease in the average price of oil sold. These decreases were partially offset by an increase of approximately $346,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 18,367 barrels and 30,397 Mcf, respectively, for the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the sale of several wells during 2000. The decrease in volumes of gas sold was primarily due to normal declines in production, which decrease was partially offset by increased production on one significant well due to the successful recompletion of that well during 2001. Average oil prices decreased to $26.03 per barrel for the nine months ended September 30, 2001 from $28.50 per barrel for the nine months ended September 30, 2000. Average gas prices -17- increased to $4.17 per Mcf for the nine months ended September 30, 2001 from $3.03 per Mcf for the nine months ended September 30, 2000. As discussed in Liquidity and Capital Resources above, the P-7 Partnership sold certain oil and gas properties during the nine months ended September 30, 2000 and recognized a $391,062 gain on such sales. No such sales occurred during the nine months ended September 30, 2001. Depletion of Net Profits Interests decreased $27,549 (14.2%) for the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000. This decrease was primarily due to the decreases in volumes of oil and gas sold. As a percentage of Net Profits, this expense increased to 9.8% for the nine months ended September 30, 2001 from 9.2% for the nine months ended September 30, 2000. General and administrative expenses remained relatively constant for the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000. As a percentage of Net Profits, these expenses increased to 10.2% for the nine months ended September 30, 2001 from 8.1% for the nine months ended September 30, 2000. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through September 30, 2001 were $15,595,916 or 82.65% of the Limited Partner's capital contributions. P-8 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2000. Three Months Ended September 30, -------------------------------- 2001 2000 -------- -------- Net Profits $194,816 $434,550 Barrels produced 9,029 11,757 Mcf produced 71,111 77,180 Average price/Bbl $ 25.08 $ 29.12 Average price/Mcf $ 2.59 $ 3.36 As shown in the table above, total Net Profits decreased $239,734 (55.2%) for the three months ended September 30, 2001 as compared to the three months ended September 30, 2000. Of this decrease, approximately (i) $79,000 was related to a decrease in volumes of oil sold, (ii) $36,000 and $55,000, respectively, were related to decreases in the average prices of oil and gas sold, and (iii) $49,000 was related to an increase in production expenses. Volumes of oil and gas sold decreased 2,728 barrels and 6,069 Mcf, -18- respectively, for the three months ended September 30, 2001 as compared to the three months ended September 30, 2000. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the sale of several wells during 2000. The increase in production expenses was primarily due to an increase in workover expenses incurred on several wells during the three months ended September 30, 2001. This increase was partially offset by (i) a decrease in production taxes associated with the decrease in Net Profits and (ii) the sale of several wells during 2000. Average oil and gas prices decreased to $25.08 per barrel and $2.59 per Mcf, respectively, for the three months ended September 30, 2001 from $29.12 per barrel and $3.36 per Mcf, respectively, for the three months ended September 30, 2000. As discussed in Liquidity and Capital Resources above, the P-8 Partnership sold certain oil and gas properties during the three months ended September 30, 2000 and recognized a $181,260 gain on such sales. No such sales occurred during the three months ended September 30, 2001. Depletion of Net Profits Interests decreased $3,452 (10.2%) for the three months ended September 30, 2001 as compared to the three months ended September 30, 2000. This decrease was primarily due to the decreases in volumes of oil and gas sold. As a percentage of Net Profits, this expense increased to 15.5% for the three months ended September 30, 2001 from 7.8% for the three months ended September 30, 2000. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses decreased $478(1.4%) for the three months ended September 30, 2001 as compared to the three months ended September 30, 2000. As a percentage of Net Profits, these expenses increased to 16.9% for the three months ended September 30, 2001 from 7.7% for the three months ended September 30, 2000. This percentage increase was primarily due to the decrease in Net Profits. -19- NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2000. Nine Months Ended September 30, ------------------------------- 2001 2000 ---------- ---------- Net Profits $1,247,729 $1,360,487 Barrels produced 33,073 42,342 Mcf produced 235,990 245,444 Average price/Bbl $ 25.87 $ 28.45 Average price/Mcf $ 4.28 $ 3.03 As shown in the table above, total Net Profits decreased $112,758 (8.3%) for the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000. Of this decrease, approximately (i) $264,000 and $29,000, respectively, were related to decreases in volumes of oil and gas sold, (ii) $85,000 was related to a decrease in the average price of oil sold, and (iii) $30,000 was related to an increase in production expenses. These decreases were partially offset by an increase of approximately $295,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 9,269 barrels and 9,454 Mcf, respectively, for the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the sale of several wells during 2000. The increase in production expenses was primarily due to an increase in workover expenses incurred on several wells during the nine months ended September 30, 2001. This increase was partially offset by (i) a decrease in production taxes associated with the decrease in Net Profits and (ii) the sale of several wells during 2000. Average oil prices decreased to $25.87 per barrel for the nine months ended September 30, 2001 from $28.45 for the nine months ended September 30, 2000. Average gas prices increased to $4.28 per Mcf for the nine months ended September 30, 2001 from $3.03 per Mcf for the nine months ended September 30, 2000. As discussed in Liquidity and Capital Resources above, the P-8 Partnership sold certain oil and gas properties during the nine months ended September 30, 2000 and recognized a $202,690 gain on such sales. No such sales occurred during the nine months ended September 30, 2001. Depletion of Net Profits Interests decreased $9,064 (7.9%) for the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000. As a percentage of Net Profits, this expense remained constant at 8.4% for -20- the nine months ended September 30, 2001 and the nine months ended September 30, 2000. General and administrative expenses increased $6,278 (5.9%) for the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000. As a percentage of Net Profits, these expenses increased to 9.1% for the nine months ended September 30, 2001 from 7.9% for the nine months ended September 30, 2000. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through September 30, 2001 were $9,965,583 or 85.79% of the Limited Partner's capital contributions. -21- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. -22- PART II. OTHER INFORMATION ITEM 5. OTHER INFORMATION On November 1, 2001 Craig D. Loseke was named Chief Accounting Officer of Geodyne. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (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 13, 2001 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: November 13, 2001 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -24-