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, 2002 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 June 30, December 31, 2002 2001 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 508,487 $ 349,737 Accounts receivable: Net Profits 211,132 128,950 ---------- ---------- Total current assets $ 719,619 $ 478,687 NET PROFITS INTERESTS, net, utilizing the successful efforts method 2,538,841 2,633,845 ---------- ---------- $3,258,460 $3,112,532 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 101,216) ($ 123,150) Limited Partners, issued and outstanding, 188,702 units 3,359,676 3,235,682 ---------- ---------- Total Partners' capital $3,258,460 $3,112,532 ========== ========== 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 JUNE 30, 2002 AND 2001 (Unaudited) 2002 2001 -------- -------- REVENUES: Net Profits $627,970 $727,938 Interest income 44 5,254 Loss on sale of Net Profits Interests - ( 252) -------- -------- $628,014 $732,940 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 87,260 $ 65,573 General and administrative (Note 2) 54,345 51,777 -------- -------- $141,605 $117,350 -------- -------- NET INCOME $486,409 $615,590 ======== ======== GENERAL PARTNER - NET INCOME $ 27,809 $ 33,140 ======== ======== LIMITED PARTNERS - NET INCOME $458,600 $582,450 ======== ======== NET INCOME per unit $ 2.43 $ 3.09 ======== ======== 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 SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (Unaudited) 2002 2001 -------- ----------- REVENUES: Net Profits $753,247 $1,463,742 Interest income 864 12,335 Loss on sale of Net Profits Interests - ( 252) -------- ---------- $754,111 $1,475,825 COSTS AND EXPENSES: Depletion of Net Profits Interests $147,794 $ 121,896 General and administrative (Note 2) 122,251 120,152 -------- ---------- $270,045 $ 242,048 -------- ---------- NET INCOME $484,066 $1,233,777 ======== ========== GENERAL PARTNER - NET INCOME $ 30,072 $ 65,948 ======== ========== LIMITED PARTNERS - NET INCOME $453,994 $1,167,829 ======== ========== NET INCOME per unit $ 2.41 $ 6.19 ======== ========== 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 SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $484,066 $1,233,777 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 147,794 121,896 Loss on sale of Net Profits Interests - 252 (Increase) decrease in accounts receivable - Net Profits ( 82,182) 116,139 -------- ---------- Net cash provided by operating activities $549,678 $1,472,064 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 52,790) ($ 208,372) -------- ---------- Net cash used by investing activities ($ 52,790) ($ 208,372) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($338,138) ($1,259,984) -------- ---------- Net cash used by financing activities ($338,138) ($1,259,984) -------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $158,750 $ 3,708 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 349,737 633,461 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $508,487 $ 637,169 ======== ========== 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 June 30, December 31, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 341,883 $ 280,416 Accounts receivable: Net Profits 159,117 95,199 ---------- ---------- Total current assets $ 501,000 $ 375,615 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,488,817 1,543,676 ---------- ---------- $1,989,817 $1,919,291 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 41,875) ($ 56,816) Limited Partners, issued and outstanding, 116,168 units 2,031,692 1,976,107 ---------- ---------- Total Partners' capital $1,989,817 $1,919,291 ========== ========== 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 JUNE 30, 2002 AND 2001 (Unaudited) 2002 2001 -------- -------- REVENUES: Net Profits $417,718 $518,679 Interest income 132 4,443 Loss on sale of Net Profits Interests - ( 121) -------- -------- $417,850 $523,001 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 50,820 $ 40,170 General and administrative (Note 2) 34,927 32,169 -------- -------- $ 85,747 $ 72,339 -------- -------- NET INCOME $332,103 $450,662 ======== ======== GENERAL PARTNER - NET INCOME $ 18,631 $ 23,918 ======== ======== LIMITED PARTNERS - NET INCOME $313,472 $426,744 ======== ======== NET INCOME per unit $ 2.70 $ 3.67 ======== ======== 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 SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Net Profits $531,837 $1,052,913 Interest income 895 10,155 Loss on sale of Net Profits Interests - ( 121) -------- ---------- $532,732 $1,062,947 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 89,134 $ 74,710 General and administrative (Note 2) 81,382 80,214 -------- ---------- $170,516 $ 154,924 -------- ---------- NET INCOME $362,216 $ 908,023 ======== ========== GENERAL PARTNER - NET INCOME $ 21,631 $ 47,882 ======== ========== LIMITED PARTNERS - NET INCOME $340,585 $ 860,141 ======== ========== NET INCOME per unit $ 2.93 $ 7.40 ======== ========== 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 SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $362,216 $ 908,023 Adjustments to reconcile net income to net cash provided by operating activities: Depletion of Net Profits Interests 89,134 74,710 Loss on sale of Net Profits Interests - 121 (Increase) decrease in accounts receivable - Net Profits ( 63,918) 76,028 -------- ---------- Net cash provided by operating activities $387,432 $1,058,882 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 34,275) ($ 124,481) -------- ---------- Net cash used by investing activities ($ 34,275) ($ 124,481) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($291,690) ($ 911,291) -------- ---------- Net cash used by financing activities ($291,690) ($ 911,291) -------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 61,467 $ 23,110 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 280,416 498,373 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $341,883 $ 521,483 ======== ========== 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 JUNE 30, 2002 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of June 30, 2002, statements of operations for the three and six months ended June 30, 2002 and 2001, and statements of cash flows for the six months ended June 30, 2002 and 2001 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 June 30, 2002, the results of operations for the three and six months ended June 30, 2002 and 2001, and the cash flows for the six months ended June 30, 2002 and 2001. 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, 2001. The results of operations for the period ended June 30, 2002 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 June 30, 2002, 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 $4,686 $49,659 P-8 4,357 30,570 During the six months ended June 30, 2002, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- P-7 $22,933 $99,318 P-8 20,242 61,140 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 June 30, 2002 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. Occasional expenditures by the Affiliated Programs for new wells or well recompletions or workovers, however, may reduce or eliminate cash available for a particular quarterly cash distribution. During the six months ended June 30, 2002, capital expenditures affecting the P-7 and P-8 Partnerships' Net Profits Interests totaled $52,790 and $34,275, respectively. These costs were indirectly incurred as a result of drilling and recompletion activities on one large unitized property, the Pecos Valley Unit in Pecos County, Texas. In addition, during the six months ended June 30, 2001, capital expenditures affecting the P-7 and P-8 Partnerships' Net Profits Interests totaled $208,372 and $124,481, respectively. These costs were indirectly incurred as a result of drilling and recompletion activities on two large unitized properties, the North Riley Unit and the Robertson North Unit, both located in Gaines County, Texas. -14- Pursuant to the terms of the Partnerships' partnership agreements (the "Partnership Agreements"), the Partnerships were 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 has extended the terms of the Partnerships for their first two year extension period to February 28, 2004. NEW ACCOUNTING PRONOUNCEMENTS Below is a brief description of Financial Accounting Standards ("FAS") recently issued by the Financial Accounting Standards Board ("FASB") which may have an impact on the Partnerships' future results of operations and financial position. In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 will require the recording of the fair value of liabilities associated with the retirement of long-lived assets (mainly plugging and abandonment costs for the Partnerships' depleted wells), in the period in which the liabilities are incurred (at the time the wells are drilled). Management has not yet determined the effect of adopting this statement on the Partnerships' financial condition or results of operations. In August 2001, the FASB issued FAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is effective for fiscal years beginning after December 15, 2001 (January 1, 2002 for the Partnerships). This statement supersedes FAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions of FAS No. 144, as they relate to the Partnerships, are essentially the same as FAS No. 121 and thus are not expected to have a significant effect on the Partnerships' financial condition or results of operations. 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. -15- Historically, oil and gas prices have been volatile and are likely to continue to be volatile. As a result, 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. It is likewise difficult to predict production volumes. However, oil and gas are depleting assets, so it can be expected that production levels will decline over time. Gas prices in 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. However, prices for both oil and gas soon declined and were relatively lower in late 2001 and early 2002 as a result of the declining economy and relatively mild winter weather. Recently, prices of oil and gas have improved, to some extent due to unrest in the Middle East. It is not possible to accurately predict future trends. P-7 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2001. Three Months Ended June 30, --------------------------- 2002 2001 -------- -------- Net Profits $627,970 $727,938 Barrels produced 30,723 22,417 Mcf produced 84,156 109,871 Average price/Bbl $ 22.31 $ 25.21 Average price/Mcf $ 2.93 $ 4.31 As shown in the table above, total Net Profits decreased $99,968 (13.7%) for the three months ended June 30, 2002 as compared to the three months ended June 30, 2001. Of this decrease, approximately (i) $89,000 and $116,000, respectively, were related to decreases in the average prices of oil and gas sold and (ii) $111,000 was related to a decrease in volumes of gas sold. These decreases were partially offset by an increase of approximately $209,000 related to an increase in volumes of oil sold. Volumes of oil sold increased 8,306 barrels, while volumes of gas sold decreased 25,715 Mcf for the three months ended June 30, 2002 as compared to the three months ended June 30, 2001. The increase in volumes of oil sold was primarily due to a positive prior period volume adjustment made by the purchaser on one significant well during the three months -16- ended June 30, 2002. The decrease in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the operator on one significant well during the three months ended June 30, 2001, (ii) the P-7 Partnership receiving a reduced percentage of sales on another significant well during the three months ended June 30, 2002 due to gas balancing, and (iii) normal declines in production. As of the date of this Quarterly Report, management expects the reduced sales percentage due to gas balancing to continue for the foreseeable future, thereby continuing to contribute to a decrease in volumes of gas sold for the P-7 Partnership. Average oil and gas prices decreased to $22.31 per barrel and $2.93 per Mcf, respectively, for the three months ended June 30, 2002 from $25.21 per barrel and $4.31 per Mcf, respectively, for the three months ended June 30, 2001. Depletion of Net Profits Interests increased $21,687 (33.1%) for the three months ended June 30, 2002 as compared to the three months ended June 30, 2001. This increase was primarily due to downward revisions in the estimates of remaining oil and gas reserves. As a percentage of Net Profits, this expense increased to 13.9% for the three months ended June 30, 2002 from 9.0% for the three months ended June 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $2,568 (5.0%) for the three months ended June 30, 2002 as compared to the three months ended June 30, 2001. As a percentage of Net Profits, these expenses increased to 8.7% for the three months ended June 30, 2002 from 7.1% for the three months ended June 30, 2001. This percentage increase was primarily due to the decrease in Net Profits. SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2001. Six Months Ended June 30, -------------------------- 2002 2001 -------- ---------- Net Profits $753,247 $1,463,742 Barrels produced 47,687 39,343 Mcf produced 168,632 218,215 Average price/Bbl $ 21.00 $ 26.26 Average price/Mcf $ 2.44 $ 4.82 As shown in the table above, total Net Profits decreased $710,495 (48.5%) for the six months ended June 30, 2002 as compared to the six months ended June 30, 2001. Of this decrease, approximately (i) $250,000 and $401,000, respectively, were related to decreases in the average -17- prices of oil and gas sold, (ii) $239,000 was related to a decrease in volumes of gas sold, and (iii) $39,000 was related to an increase in production expenses. These decreases were partially offset by an increase of approximately $219,000 related to an increase in volumes of oil sold. Volumes of oil sold increased 8,344 barrels, while volumes of gas sold decreased 49,583 Mcf for the six months ended June 30, 2002 as compared to the six months ended June 30, 2001. The increase in volumes of oil sold was primarily due to (i) a positive prior period volume adjustment made by the purchaser on one significant well during the six months ended June 30, 2002 and (ii) an increase in production on another significant well due to the successful recompletion of that well during mid 2001. The decrease in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the operator on one significant well during the six months ended June 30, 2001, (ii) the P-7 Partnership receiving a reduced percentage of sales on another significant well during the six months ended June 30, 2002 due to gas balancing, and (iii) normal declines in production. As of the date of this Quarterly Report, management expects the reduced sales percentage due to gas balancing to continue for the foreseeable future, thereby continuing to contribute to a decrease in volumes of gas sold for the P-7 Partnership. The increase in production expenses was primarily due to workover expenses incurred on one significant well during the six months ended June 30, 2002, which increase was partially offset by a decrease in production taxes associated with the decrease in Net Profits. Average oil and gas prices decreased to $21.00 per barrel and $2.44 per Mcf, respectively, for the six months ended June 30, 2002 from $26.26 per barrel and $4.82 per Mcf, respectively, for the six months ended June 30, 2001. Depletion of Net Profits Interests increased $25,898 (21.2%) for the six months ended June 30, 2002 as compared to the six months ended June 30, 2001. This increase was primarily due to downward revisions in the estimates of remaining oil and gas reserves. As a percentage of Net Profits, this expense increased to 19.6% for the six months ended June 30, 2002 from 8.3% for the six months ended June 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $2,099 (1.7%) for the six months ended June 30, 2002 as compared to the six months ended June 30, 2001. As a percentage of Net Profits, these expenses increased to 16.2% for the six months ended June 30, 2002 from 8.2% for the six months ended June 30, 2001. This percentage increase was primarily due to the decrease in Net Profits. -18- Cumulative cash distributions to the Limited Partners through June 30, 2002 were $16,023,916 or 84.92% of the Limited Partners' capital contributions. P-8 PARTNERSHIP THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2001. Three Months Ended June 30, --------------------------- 2002 2001 -------- -------- Net Profits $417,718 $518,679 Barrels produced 18,655 13,554 Mcf produced 69,568 84,894 Average price/Bbl $ 22.32 $ 25.10 Average price/Mcf $ 2.91 $ 4.47 As shown in the table above, total Net Profits decreased $100,961 (19.5%) for the three months ended June 30, 2002 as compared to the three months ended June 30, 2001. Of this decrease, approximately (i) $52,000 and $108,000, respectively, were related to decreases in the average prices of oil and gas sold and (ii) $69,000 was related to a decrease in volumes of gas sold. These decreases were partially offset by an increase of approximately $128,000 related to an increase in volumes of oil sold. Volumes of oil sold increased 5,101 barrels, while volumes of gas sold decreased 15,326 Mcf for the three months ended June 30, 2002 as compared to the three months ended June 30, 2001. The increase in volumes of oil sold was primarily due to a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended June 30, 2002. The decrease in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the operator on one significant well during the three months ended June 30, 2001, (ii) the P-8 Partnership receiving a reduced percentage of sales on another significant well during the three months ended June 30, 2002 due to gas balancing, and (iii) normal declines in production. As of the date of this Quarterly Report, management expects the reduced sales percentage due to gas balancing to continue for the foreseeable future, thereby continuing to contribute to a decrease in volumes of gas sold for the P-8 Partnership. Average oil and gas prices decreased to $22.32 per barrel and $2.91 per Mcf, respectively, for the three months ended June 30, 2002 from $25.10 per barrel and $4.47 per Mcf, respectively, for the three months ended June 30, 2001. -19- Depletion of Net Profits Interests increased $10,650 (26.5%) for the three months ended June 30, 2002 as compared to the three months ended June 30, 2001. This increase was primarily due to downward revisions in the estimates of remaining oil reserves. As a percentage of Net Profits, this expense increased to 12.2% for the three months ended June 30, 2002 from 7.7% for the three months ended June 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $2,758 (8.6%) for the three months ended June 30, 2002 as compared to the three months ended June 30, 2001. As a percentage of Net Profits, these expenses increased to 8.4% for the three months ended June 30, 2002 from 6.2% for the three months ended June 30, 2001. This percentage increase was primarily due to the decrease in Net Profits. SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2001. Six Months Ended June 30, ------------------------- 2002 2001 -------- ---------- Net Profits $531,837 $1,052,913 Barrels produced 29,246 24,044 Mcf produced 142,858 164,879 Average price/Bbl $ 21.03 $ 26.17 Average price/Mcf $ 2.46 $ 5.01 As shown in the table above, total Net Profits decreased $521,076 (49.5%) for the six months ended June 30, 2002 as compared to the six months ended June 30, 2001. Of this decrease, approximately (i) $150,000 and $365,000, respectively, were related to decreases in the average prices of oil and gas sold, (ii) $111,000 was related to a decrease in volumes of gas sold, and (iii) $31,000 was related to an increase in production expenses. These decreases were partially offset by an increase of approximately $136,000 related to an increase in volumes of oil sold. Volumes of oil sold increased 5,202 barrels, while volumes of gas sold decreased 22,021 Mcf for the six months ended June 30, 2002 as compared to the six months ended June 30, 2001. The increase in volumes of oil sold was primarily due to (i) a positive prior period volume adjustment made by the purchaser on one significant well during the six months ended June 30, 2002 and (ii) an increase in production on another significant well due to the successful recompletion of that well during mid 2001. The decrease in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the operator on one significant well during the six months ended June 30, 2001, (ii) the P-8 Partnership receiving a reduced -20- percentage of sales on another significant well during the six months ended June 30, 2002 due to gas balancing, and (iii) normal declines in production. As of the date of this Quarterly Report, management expects the reduced sales percentage due to gas balancing to continue for the foreseeable future, thereby continuing to contribute to a decrease in volumes of gas sold for the P-8 Partnership. The increase in production expenses was primarily due to workover expenses incurred on one significant well during the six months ended June 30, 2002, which increase was partially offset by a decrease in production taxes associated with the decrease in Net Profits. Average oil and gas prices decreased to $21.03 per barrel and $2.46 per Mcf, respectively, for the six months ended June 30, 2002 from $26.17 per barrel and $5.01 per Mcf, respectively, for the six months ended June 30, 2001. Depletion of Net Profits Interests increased $14,424 (19.3%) for the six months ended June 30, 2002 as compared to the six months ended June 30, 2001. This increase was primarily due to downward revisions in the estimates of remaining oil reserves. As a percentage of Net Profits, this expense increased to 16.8% for the six months ended June 30, 2002 from 7.1% for the six months ended June 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $1,168 (1.5%) for the six months ended June 30, 2002 as compared to the six months ended June 30, 2001. As a percentage of Net Profits, these expenses increased to 15.3% for the six months ended June 30, 2002 from 7.6% for the six months ended June 30, 2001. This percentage increase was primarily due to the decrease in Net Profits. Cumulative cash distributions to the Limited Partners through June 30, 2002 were $10,371,583 or 89.28% of the Limited Partners' 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 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 99.1 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-7 Partnership. 99.2 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-8 Partnership. (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: August 13, 2002 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: August 13, 2002 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -24- INDEX TO EXHIBITS ----------------- Exh. No. Exhibit - ---- ------- 99.1 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 Limited Partnership P-7. 99.2 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-8. -25-