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, 2003
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
------ ------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
------ ------
-1-
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
BALANCE SHEETS
(Unaudited)
ASSETS
June 30, December 31,
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 954,792 $ 857,086
Accounts receivable:
Net Profits 32,087 188,969
---------- ----------
Total current assets $ 986,879 $1,046,055
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 3,072,709 2,611,743
---------- ----------
$4,059,588 $3,657,798
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 97,724) ($ 102,748)
Limited Partners, issued and
outstanding, 188,702 units 4,157,312 3,760,546
---------- ----------
Total Partners' capital $4,059,588 $3,657,798
========== ==========
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, 2003 AND 2002
(Unaudited)
2003 2002
-------- --------
REVENUES:
Net Profits $544,426 $627,970
Interest income 1,147 44
-------- --------
$545,573 $628,014
COSTS AND EXPENSES:
Depletion of Net Profits
Interests $ 70,336 $ 87,260
General and administrative
(Note 2) 59,878 54,345
-------- --------
$130,214 $141,605
-------- --------
NET INCOME $415,359 $486,409
======== ========
GENERAL PARTNER - NET INCOME $ 23,524 $ 27,809
======== ========
LIMITED PARTNERS - NET INCOME $391,835 $458,600
======== ========
NET INCOME per unit $ 2.08 $ 2.43
======== ========
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, 2003 AND 2002
(Unaudited)
2003 2002
---------- --------
REVENUES:
Net Profits $1,320,374 $753,247
Interest income 2,418 864
---------- --------
$1,322,792 $754,111
COSTS AND EXPENSES:
Depletion of Net Profits
Interests $ 144,750 $147,794
General and administrative
(Note 2) 122,211 122,251
---------- --------
$ 266,961 $270,045
---------- --------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,055,831 $484,066
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) 400 -
---------- --------
NET INCOME $1,056,231 $484,066
========== ========
GENERAL PARTNER - NET INCOME $ 58,465 $ 30,072
========== ========
LIMITED PARTNERS - NET INCOME $ 997,766 $453,994
========== ========
NET INCOME per unit $ 5.29 $ 2.41
========== ========
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, 2003 AND 2002
(Unaudited)
2003 2002
------------ ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $1,056,231 $484,066
Adjustments to reconcile net income
to net cash provided by
operating activities:
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) ( 400) -
Depletion of Net Profits
Interests 144,750 147,794
Increase in accounts receivable -
Net Profits ( 161,596) ( 82,182)
---------- --------
Net cash provided by operating
activities $1,038,985 $549,678
---------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 286,838) ($ 52,790)
---------- --------
Net cash used by investing activities ($ 286,838) ($ 52,790)
---------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($ 654,441) ($338,138)
---------- --------
Net cash used by financing
activities ($ 654,441) ($338,138)
---------- --------
NET INCREASE IN CASH AND CASH
EQUIVALENTS $ 97,706 $158,750
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 857,086 349,737
---------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 954,792 $508,487
========== ========
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,
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 674,412 $ 611,298
Accounts receivable:
Net Profits 15,393 137,849
---------- ----------
Total current assets $ 689,805 $ 749,147
NET PROFITS INTERESTS, net, utilizing
the successful efforts method 1,858,167 1,529,804
---------- ----------
$2,547,972 $2,278,951
========== ==========
PARTNERS' CAPITAL (DEFICIT)
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 39,380) ($ 43,633)
Limited Partners, issued and
outstanding, 116,168 units 2,587,352 2,322,584
---------- ----------
Total Partners' capital $2,547,972 $2,278,951
========== ==========
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, 2003 AND 2002
(Unaudited)
2003 2002
-------- --------
REVENUES:
Net Profits $386,570 $417,718
Interest income 857 132
-------- --------
$387,427 $417,850
COSTS AND EXPENSES:
Depletion of Net Profits
Interests $ 42,326 $ 50,820
General and administrative
(Note 2) 40,196 34,927
-------- --------
$ 82,522 $ 85,747
-------- --------
NET INCOME $304,905 $332,103
======== ========
GENERAL PARTNER - NET INCOME $ 16,895 $ 18,631
======== ========
LIMITED PARTNERS - NET INCOME $288,010 $313,472
======== ========
NET INCOME per unit $ 2.48 $ 2.70
======== ========
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, 2003 AND 2002
(Unaudited)
2003 2002
-------- --------
REVENUES:
Net Profits $927,957 $531,837
Interest income 1,805 895
-------- --------
$929,762 $532,732
COSTS AND EXPENSES:
Depletion of Net Profits
Interests $ 86,028 $ 89,134
General and administrative
(Note 2) 82,360 81,382
-------- --------
$168,388 $170,516
-------- --------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $761,374 $362,216
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) 4,862 -
-------- --------
NET INCOME $766,236 $362,216
======== ========
GENERAL PARTNER - NET INCOME $ 41,468 $ 21,631
======== ========
LIMITED PARTNERS - NET INCOME $724,768 $340,585
======== ========
NET INCOME per unit $ 6.24 $ 2.93
======== ========
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, 2003 AND 2002
(Unaudited)
2003 2002
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $766,236 $362,216
Adjustments to reconcile net income
to net cash provided by operating
activities:
Cumulative effect of change in
accounting for asset retirement
obligations (Note 1) ( 4,862) -
Depletion of Net Profits
Interests 86,028 89,134
Increase in accounts receivable -
Net Profits ( 111,434) ( 63,918)
-------- --------
Net cash provided by operating
activities $735,968 $387,432
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($175,639) ($ 34,275)
-------- --------
Net cash used by investing activities ($175,639) ($ 34,275)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($497,215) ($291,690)
-------- --------
Net cash used by financing activities ($497,215) ($291,690)
-------- --------
NET INCREASE IN CASH AND CASH
EQUIVALENTS $ 63,114 $ 61,467
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 611,298 280,416
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $674,412 $341,883
======== ========
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, 2003
(Unaudited)
1. ACCOUNTING POLICIES
-------------------
The balance sheets as of June 30, 2003, statements of operations for the
three and six months ended June 30, 2003 and 2002, and statements of cash
flows for the six months ended June 30, 2003 and 2002 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, 2003, the results of operations for the three and six months ended
June 30, 2003 and 2002, and the cash flows for the six months ended June
30, 2003 and 2002.
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, 2002. The
results of operations for the period ended June 30, 2003 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.
Depletion of the costs of Net Profits Interests is computed on the
unit-of-production method. The Partnerships' calculation of depletion of
its Net Profits Interests includes estimated dismantlement and abandonment
costs and estimated salvage value of the equipment.
The Partnerships do not directly bear capital costs. However, the
Partnerships indirectly bear certain capital costs incurred by the owners
of the Working Interests to the extent such capital costs are charged
against the applicable oil and gas revenues in calculating the Net Profits
payable to the Partnerships. For financial reporting purposes only, such
capital costs are reported as capital expenditures in the Partnerships'
Statements of Cash Flows.
NEW ACCOUNTING PRONOUNCEMENTS
- -----------------------------
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). On January 1,
2003, the Partnerships adopted FAS No. 143 and recorded an increase in Net
Profits Interests cost of oil and gas properties, an increase in net
income for the cumulative effect of the change in accounting principle,
and an asset retirement obligation, included in accounts receivable - net
profits, in the following approximate amounts for each Partnership:
-11-
Increase in
Net Income
Increase for the
in Change in Asset
Net Profits Accounting Retirement
Partnerships Interests Principle Obligation
------------ ----------- ---------- ----------
P-7 $311,000 $ 400 $311,000
P-8 234,000 5,000 229,000
These amounts differ significantly from the estimates disclosed in the
Annual Report on Form 10-K for the year ended December 31, 2002 due to a
revision of the methodology used in calculating the change in Net Profits
Interests.
The asset retirement obligation will be adjusted upwards each quarter in
order to recognize accretion of the time-related discount factor. For the
six months ended June 30, 2003, the P-7 and P-8 Partnerships recognized
approximately $13,000 and $9,000, respectively, of an increase in
depletion of Net Profits Interests, which was comprised of accretion of
the asset retirement obligation and depletion of the increase in Net
Profits Interests.
If this accounting policy had been in effect on January 1, 2002, the
proforma impact for the P-7 and P-8 Partnerships during the six months
ended June 30, 2002 would have been an increase in depreciation,
depletion, and amortization expense of approximately $13,000 and $9,000,
respectively.
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, 2003, the following payments were made to the General
Partner or its affiliates by the Partnerships:
Direct General Administrative
Partnership and Administrative Overhead
----------- ------------------- ---------------
P-7 $10,219 $49,659
P-8 9,626 30,570
-12-
During the six months ended June 30, 2003, the following payments were
made to the General Partner or its affiliates by the Partnerships:
Direct General Administrative
Partnership and Administrative Overhead
----------- ------------------- ---------------
P-7 $22,893 $99,318
P-8 21,220 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.
3. SUBSEQUENT EVENT
----------------
Effective July 31, 2003, the P-7 and P-8 Partnerships agreed to sell
several properties located in Jefferson Davis County, Mississippi to Range
Production I, L.P. Proceeds to the P-7 and P-8 Partnerships from the sale
of these properties were approximately $336,000 and $439,000,
respectively. These proceeds will be included in the Partnerships' cash
distributions to be paid in November 2003. The Net Profits Interests of
the P-7 and P-8 Partnerships will be reduced by approximately $27,000 and
$36,000, respectively. In addition, the P-7 and P-8 Partnerships will
record a gain of approximately $308,000 and $404,000, respectively. The
sale of these wells will not materially affect future operating results.
-13-
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
-14-
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, 2003 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, 2003, capital expenditures affecting the P-7 and P-8
Partnerships' Net Profits Interests totaled $286,838 and $175,639,
respectively. These costs were indirectly incurred as a result of drilling
activities on one large unitized property, the Robertson North Unit in
Gaines County, Texas. In addition, 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 another large unitized property, the Pecos Valley Unit in
Pecos County, Texas.
-15-
Effective July 31, 2003, the P-7 and P-8 Partnerships agreed to sell
several properties located in Jefferson Davis County, Mississippi to Range
Production I, L.P. Proceeds to the P-7 and P-8 Partnerships from the sale
of these properties were approximately $336,000 and $439,000,
respectively. These proceeds will be included in the Partnerships' cash
distributions to be paid in November 2003. The Net Profits Interests of
the P-7 and P-8 Partnerships will be reduced by approximately $27,000 and
$36,000, respectively. In addition, the P-7 and P-8 Partnerships will
record a gain of approximately $308,000 and $404,000, respectively. The
sale of these wells will not materially affect future operating results.
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. The General Partner currently intends to exercise its second
extension option for each Partnership, thereby extending their terms to
February 28, 2006.
CRITICAL ACCOUNTING POLICIES
- ----------------------------
The Partnerships follow the successful efforts method of accounting for
their Net Profits Interests. Under the successful efforts method, the
Partnerships capitalize all acquisition costs. Such acquisition costs
include costs incurred by the Partnerships or the General Partner to
acquire a Net Profits Interest, including related title insurance or
examination costs, commissions, engineering, legal and accounting fees,
and similar costs directly related to the acquisitions plus an allocated
portion of the General Partner's property screening costs. The net
acquisition cost to the Partnerships of the Net Profits Interests in
properties acquired by the General Partner consists of the cost of
acquiring the underlying properties adjusted for the net cash results of
operations, including any interest incurred to finance the acquisition,
for the period of time the properties are held by the General Partner.
Depletion of the cost of Net Profits Interests is computed on the
units-of-production method. The Partnerships' calculation of depletion of
its Net Profits Interests includes estimated dismantlement and abandonment
costs and estimated salvage value of the equipment.
-16-
The Partnerships evaluate the recoverability of the carrying costs of
their Net Profits Interests in proved oil and gas properties for each oil
and gas field (rather than separately for each well). If the unamortized
costs of a Net Profits Interest within a field exceeds the expected
undiscounted future cash flows from such Net Profits Interest, the cost of
the Net Profits Interest is written down to fair value, which is
determined by using the discounted future cash flows from the Net Profits
Interest.
Accounts Receivable (Accounts Payable) - Net Profits
Revenues from a Net Profits Interest consist of a share of the oil and gas
sales of the property, less operating and production expenses. The
partnerships accrue for oil and gas revenues less expenses from the Net
Profits Interests. Sales of gas applicable to the Net Profits Interests
are recorded as revenue when the gas is metered and title transferred
pursuant to the gas sales contracts. During such times as sales of gas
exceed a Partnership's pro rata share of estimated total gas reserves
attributable to the underlying property, such excess is recorded as a
liability. The rates per Mcf used to calculate this liability are based on
the average gas price received for the volumes at the time the
overproduction occurred. This also approximates the price for which the
Partnerships are currently settling this liability. This liability is
recorded as a reduction of accounts receivable.
Included in accounts receivable (payable) - Net Profits are amounts which
represent costs deferred or accrued for Net Profits relating to lease
operating expenses incurred in connection with the net underproduced or
overproduced gas imbalance positions. The rate used in calculating the
deferred charge or accrued liability is the annual average production
costs per Mcf. Also included in accounts receivable (payable) - Net
Profits is the asset retirement obligation.
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). On January 1,
2003, the Partnerships adopted FAS No. 143 and recorded an increase in Net
Profits
-17-
Interests, an increase in net income for the cumulative effect of the
change in accounting principle, and an asset retirement obligation,
included in accounts receivable - Net Profits, in the following
approximate amounts for each Partnership:
Increase in
Net Income
Increase for the
in Change in Asset
Net Profits Accounting Retirement
Partnerships Interests Principle Obligation
------------ ----------- ---------- ----------
P-7 $311,000 $ 400 $311,000
P-8 234,000 5,000 229,000
These amounts differ significantly from the estimates disclosed in the
Annual Report on Form 10-K for the year ended December 31, 2002 due to a
revision of the methodology used in calculating the change in Net Profits
Interests.
The asset retirement obligation will be adjusted upwards each quarter in
order to recognize accretion of the time-related discount factor. For the
six months ended June 30, 2003, the P-7 and P-8 Partnerships recognized
approximately $13,000 and $9,000, respectively, of an increase in
depletion of Net Profits Interests, which was comprised of accretion of
the asset retirement obligation and depletion of the increase in
capitalized cost of oil and gas properties.
PROVED RESERVES AND NET PRESENT VALUE
- -------------------------------------
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available
geological, engineering, and economic data for each reservoir. The data
for a given reservoir may change substantially over time as a result of,
among other things, additional development activity, production history,
and viability of production under varying economic conditions;
consequently, it is reasonably possible that material revisions to
existing reserve estimates may occur in the future. Although every
reasonable effort has been made to ensure that these reserve estimates
represent the most accurate assessment possible, the significance of the
subjective decisions required and variances in available data for various
reservoirs make these estimates generally less precise than other
estimates presented in connection with financial statement disclosures.
The following tables summarize changes in net quantities of the
Partnerships' proved reserves, all of which are located
-18-
in the United States, for the periods indicated. The proved reserves were
estimated by petroleum engineers employed by affiliates of the
Partnerships, and are annually reviewed by an independent engineering
firm. "Proved reserves" refers to those estimated quantities of crude oil,
gas, and gas liquids which geological and engineering data demonstrate
with reasonable certainty to be recoverable in future years from known oil
and gas reservoirs under existing economic and operating conditions. The
following information includes certain gas balancing adjustments which
cause the gas volume to differ from the reserve reports prepared by the
General Partner.
P-7 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
----------- -----------
Proved reserves, Dec. 31, 2002 947,225 4,419,130
Production ( 20,060) ( 107,886)
Extensions and discoveries 947 367
Revisions of previous
estimates 24,012 345,103
--------- ---------
Proved reserves, March 31, 2003 952,124 4,656,714
Production ( 20,107) ( 85,892)
Extensions and discoveries 63,818 20,970
Revisions of previous
estimates 75,054 529,077
--------- ---------
Proved reserves, June 30, 2003 1,070,889 5,120,869
========= =========
-19-
P-8 Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 556,658 3,047,476
Production ( 12,300) ( 77,700)
Extensions and discoveries 569 209
Revisions of previous
estimates 13,809 192,809
------- ---------
Proved reserves, March 31, 2003 558,736 3,162,794
Production ( 12,095) ( 63,931)
Extensions and discoveries 39,089 12,832
Revisions of previous
estimates 46,913 381,730
------- ---------
Proved reserves, June 30, 2003 632,643 3,493,425
======= =========
The net present value of the Partnerships' reserves may change
dramatically as oil and gas prices change or as volumes change for the
reasons described above. Net present value represents estimated future
gross cash flow from the production and sale of proved reserves, net of
estimated oil and gas production costs (including production taxes, ad
valorem taxes, and operating expenses) and estimated future development
costs, discounted at 10% per annum.
The following table indicates the estimated net present value of the
Partnerships' proved reserves as of June 30, 2003, March 31, 2003, and
December 31, 2002. Net present value attributable to the Partnerships'
proved reserves was calculated on the basis of current costs and prices as
of the date of estimation. Such prices were not escalated except in
certain circumstances where escalations were fixed and readily
determinable in accordance with applicable contract provisions. The table
also indicates the gas prices in effect on the dates corresponding to the
reserve valuations. Changes in the oil and gas prices cause the estimates
of remaining economically recoverable reserves, as well as the values
placed on said reserves to fluctuate. The prices used in calculating the
net present value attributable to the Partnerships' proved reserves do not
necessarily reflect market prices for oil and gas production subsequent to
June 30, 2003. There can be no assurance that the prices used in
calculating the net present value of the Partnerships' proved reserves at
June 30, 2003 will actually be realized for such production.
-20-
Net Present Value of Reserves
-----------------------------------------
Partnership 6/30/03 3/31/03 12/31/02
----------- ----------- ----------- -----------
P-7 $13,337,958 $12,730,947 $12,899,551
P-8 9,006,077 8,591,655 8,722,482
Oil and Gas Prices
-----------------------------------------
Pricing 6/30/03 3/31/03 12/31/02
----------- ----------- ----------- -----------
Oil (per barrel) $ 27.00 $ 27.75 $ 28.00
Gas (per Mcf) 5.18 5.06 4.74
The P-7 and P-8 Partnerships have interests in the Pecos Valley Unit,
which is a large unitized property located in Pecos County, Texas.
Recompletion and well activities in 2002 led to a significant increase in
gas production within this property. This property is declining less
rapidly than previously expected leading to an upward revision in
estimated gas reserves as well as the related estimated net present value
of reserves at June 30, 2003 as compared to March 31, 2003.
In addition, the Partnerships had upward revisions in estimated gas
reserves and the related estimated net present value of reserves at June
30, 2003 as compared to March 31, 2003 due to an increase in the gas price
used to run the reserves and lower rates of decline than originally
forecast.
RESULTS OF OPERATIONS
- ---------------------
GENERAL DISCUSSION
The following general discussion should be read in conjunction with the
analysis of results of operations provided below.
The primary source of liquidity and Partnership cash distributions comes
from the net revenues generated from the sale of oil and gas produced from
the Partnerships' oil and gas properties. The level of net revenues is
highly dependent upon the total volumes of oil and natural gas sold. Oil
and gas reserves are depleting assets and will experience production
declines over time, thereby likely resulting in reduced net revenues. The
level of net revenues is also highly dependent upon the prices received
for oil and gas sales, which prices have historically been very volatile
and may continue to be so. Additionally, lower oil and natural gas prices
may reduce the amount of oil and gas that is economic to produce and
reduce the
-21-
Partnerships' revenues and cash flow. Various factors beyond the
Partnerships' control will affect prices for oil and natural gas, such as:
* Worldwide and domestic supplies of oil and natural gas;
* The ability of the members of the Organization of Petroleum Exporting
Countries ("OPEC") to agree to and maintain oil prices and production
quotas;
* Political instability or armed conflict in oil-producing regions or
around major shipping areas;
* The level of consumer demand and overall economic activity;
* The competitiveness of alternative fuels;
* Weather conditions;
* The availability of pipelines for transportation; and
* Domestic and foreign government regulations and taxes.
Recently, while economic factors have been relatively unfavorable for oil
and natural gas demand, oil prices have benefited from the political
uncertainty associated with the increase in terrorist activities in parts
of the world. In the last few years, natural gas prices have varied
significantly, from very high prices in late 2000 and early 2001, to low
prices in late 2001 and early 2002, to rising prices in the later part of
2002 and early 2003. The high natural gas prices were associated with cold
winter weather and decreased supply from reduced capital investment for
new drilling, while the low prices were associated with warm winter
weather and reduced economic activity. The more recent increase in prices
is the result of increased demand from weather patterns, the pricing
effect of relatively high oil prices and increased concern about the
ability of the industry to meet any longer-term demand increases based
upon current drilling activity.
It is not possible to predict the future direction of oil or natural gas
prices or whether the above discussed trends will remain. Operating costs,
including General and Administrative Expenses, may not decline over time
or may experience only a gradual decline, thus adversely affecting net
revenues as either production or oil and natural gas prices decline. In
any particular period, net revenues may also be affected by either the
receipt of proceeds from property sales or the incursion of additional
costs as a result of well workovers, recompletions, new well drilling, and
other events.
-22-
P-7 PARTNERSHIP
THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THE THREE MONTHS ENDED JUNE
30, 2002.
Three Months Ended June 30,
---------------------------
2003 2002
-------- --------
Net Profits $544,426 $627,970
Barrels produced 20,107 30,723
Mcf produced 85,892 84,156
Average price/Bbl $ 26.66 $ 22.31
Average price/Mcf $ 5.04 $ 2.93
As shown in the table above, total Net Profits decreased $83,544 (13.3%)
for the three months ended June 30, 2003 as compared to the three months
ended June 30, 2002. Of this decrease, approximately (i) $237,000 was
related to a decrease in volumes of oil sold and (ii) $120,000 was related
to an increase in production expenses. These decreases were partially
offset by increases of approximately (i) $87,000 and $181,000,
respectively, related to increases in the average prices of oil and gas
sold and (ii) $5,000 related to an increase in volumes of gas sold.
Volumes of oil sold decreased 10,616 barrels, while volumes of gas sold
increased 1,736 Mcf for the three months ended June 30, 2003 as compared
to the three months ended June 30, 2002. The decrease 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 increase in volumes of gas sold was primarily due to an
increase in production on one significant well due to the successful
workover of that well during early 2003, which increase was partially
offset by normal declines in production. The increase in production
expenses was primarily due to workover expenses incurred on several wells
during the three months ended June 30, 2003. Average oil and gas prices
increased to $26.66 per barrel and $5.04 per Mcf, respectively, for the
three months ended June 30, 2003 from $22.31 per barrel and $2.93 per Mcf,
respectively, for the three months ended June 30, 2002.
Depletion of Net Profits Interests decreased $16,924 (19.4%) for the three
months ended June 30, 2003 as compared to the three months ended June 30,
2002. This decrease was primarily due to the decrease in volumes of oil
sold. As a percentage of Net Profits, this expense decreased to 12.9% for
the three months ended June 30, 2003 from 13.9% for the three months ended
June 30, 2002.
-23-
General and administrative expenses increased $5,533 (10.2%) for the three
months ended June 30, 2003 as compared to the three months ended June 30,
2002. This increase was primarily due to a change in the timing of audit
fees paid. As a percentage of Net Profits, these expenses increased to
11.0% for the three months ended June 30, 2003 from 8.7% for the three
months ended June 30, 2002. This percentage increase was primarily due to
the decrease in Net Profits.
SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
2002.
Six Months Ended June 30,
-------------------------
2003 2002
---------- --------
Net Profits $1,320,374 $753,247
Barrels produced 40,167 47,687
Mcf produced 193,778 168,632
Average price/Bbl $ 29.44 $ 21.00
Average price/Mcf $ 4.74 $ 2.44
As shown in the table above, total Net Profits increased $567,127 (75.3%)
for the six months ended June 30, 2003 as compared to the six months ended
June 30, 2002. Of this increase, approximately (i) $339,000 and $445,000,
respectively, were related to increases in the average prices of oil and
gas sold and (ii) $61,000 was related to an increase in volumes of gas
sold. These increases were partially offset by decreases of approximately
(i) $158,000 related to a decrease in volumes of oil sold and (ii)
$120,000 related to an increase in production expenses. Volumes of oil
sold decreased 7,520 barrels, while volumes of gas sold increased 25,146
Mcf for the six months ended June 30, 2003 as compared to the six months
ended June 30, 2002. The decrease 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, (ii)
normal declines in production, and (iii) a negative prior period volume
adjustment made by the purchaser on another significant well during the
six months ended June 30, 2003. The increase in volumes of gas sold was
primarily due to (i) a positive prior period volume adjustment on one
significant well during the six months ended June 30, 2003 and (ii) an
increase in production on another significant well due to the successful
workover of that well during early 2003. Average oil and gas prices
increased to $29.44 per barrel and $4.74 per Mcf, respectively, for the
six months ended June 30, 2003 from $21.00 per barrel and $2.44 per Mcf,
respectively, for the six months ended June 30, 2002.
-24-
Depletion of Net Profits Interests decreased $3,044 (2.1%) for the six
months ended June 30, 2003 as compared to the six months ended June 30,
2002. As a percentage of Net Profits, this expense decreased to 11.0% for
the six months ended June 30, 2003 from 19.6% for the six months ended
June 30, 2002. This percentage decrease was primarily due to the increases
in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant for the
six months ended June 30, 2003 and 2002. As a percentage of Net Profits,
these expenses decreased to 9.3% for the six months ended June 30, 2003
from 16.2% for the six months ended June 30, 2002. This percentage
decrease was primarily due to the increase in Net Profits.
Cumulative cash distributions to the Limited Partners through June 30,
2003 were $17,171,916 or 91.00% of Limited Partners' capital
contributions.
P-8 PARTNERSHIP
THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THE THREE MONTHS ENDED JUNE
30, 2002.
Three Months Ended June 30,
---------------------------
2003 2002
-------- --------
Net Profits $386,570 $417,718
Barrels produced 12,095 18,655
Mcf produced 63,931 69,568
Average price/Bbl $ 26.53 $ 22.32
Average price/Mcf $ 5.02 $ 2.91
As shown in the table above, total Net Profits decreased $31,148 (7.5%)
for the three months ended June 30, 2003 as compared to the three months
ended June 30, 2002. Of this decrease, approximately (i) $147,000 and
$16,000, respectively, were related to decreases in volumes of oil and gas
sold and (ii) $54,000 related to an increase in production expenses. These
decreases were partially offset by increases of approximately $51,000 and
$135,000, respectively, related to increases in the average prices of oil
and gas sold. Volumes of oil and gas sold decreased 6,560 barrels and
5,637 Mcf, respectively, for the three months ended June 30, 2003 as
compared to the three months ended June 30, 2002. The decrease 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 normal declines in production, which decrease was partially offset by
an increase in production on one significant well due to the successful
workover of that well during early 2003. The
-25-
increase in production expenses was primarily due to workover expenses
incurred on several wells during the three months ended June 30, 2003.
Average oil and gas prices increased to $26.53 per barrel and $5.02 per
Mcf, respectively, for the three months ended June 30, 2003 from $22.32
per barrel and $2.91 per Mcf, respectively, for the three months ended
June 30, 2002.
Depletion of Net Profits Interests decreased $8,494 (16.7%) for the three
months ended June 30, 2003 as compared to the three months ended June 30,
2002. This decrease was primarily due to the decreases in volumes of oil
and gas sold. As a percentage of Net Profits, this expense decreased to
10.9% for the three months ended June 30, 2003 from 12.2% for the three
months ended June 30, 2002. This percentage decrease was primarily due to
the increases in the average prices of oil and gas sold.
General and administrative expenses increased $5,269 (15.1%) for the three
months ended June 30, 2003 as compared to the three months ended June 30,
2002. This increase was primarily due to a change in the timing of audit
fees paid. As a percentage of Net Profits, these expenses increased to
10.4% for the three months ended June 30, 2003 from 8.4% for the three
months ended June 30, 2002. This percentage increase was primarily due to
the dollar increase in general and administrative expenses.
SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
2002.
Six Months Ended June 30,
-------------------------
2003 2002
-------- --------
Net Profits $927,957 $531,837
Barrels produced 24,395 29,246
Mcf produced 141,631 142,858
Average price/Bbl $ 29.43 $ 21.03
Average price/Mcf $ 4.86 $ 2.46
As shown in the table above, total Net Profits increased $396,120 (74.5%)
for the six months ended June 30, 2003 as compared to the six months ended
June 30, 2002. Of this increase, approximately $205,000 and $340,000,
respectively, were related to increases in the average prices of oil and
gas sold. These increases were partially offset by a decrease of
approximately (i) $102,000 related to a decrease in volumes of oil sold
and (ii) $44,000 related to an increase in production expenses. Volumes of
oil and gas sold decreased 4,851 barrels and 1,227 Mcf, respectively, for
the six months ended June 30, 2003 as compared to the six months ended
June 30, 2002. The decrease in volumes of oil sold was primarily due to
(i) normal declines in
-26-
production, (ii) a positive prior period volume adjustment made by the
purchaser on one significant well during the six months ended June 30,
2002, and (iii) a negative prior period volume adjustment made by the
purchaser on one significant well during the six months ended June 30,
2003. The decrease in volumes of gas sold was primarily due to normal
declines in production. This decrease was partially offset by (i) a
positive prior period volume adjustment on one significant well during the
six months ended June 30, 2003 and (ii) an increase in production on
another significant well due to the successful workover of that well
during early 2003. Average oil and gas prices increased to $29.43 per
barrel and $4.86 per Mcf, respectively, for the six months ended June 30,
2003 from $21.03 per barrel and $2.46 per Mcf, respectively, for the six
months ended June 30, 2002.
Depletion of Net Profits Interests decreased $3,106 (3.5%) for the six
months ended June 30, 2003 as compared to the six months ended June 30,
2002. As a percentage of Net Profits, this expense decreased to 9.3% for
the six months ended June 30, 2003 from 16.8% for the six months ended
June 30, 2002. This percentage decrease was primarily due to the increases
in the average prices of oil and gas sold.
General and administrative expenses increased $978 (1.2%) for the six
months ended June 30, 2003 as compared to the six months ended June 30,
2002. As a percentage of Net Profits, these expenses decreased to 8.9% for
the six months ended June 30, 2003 from 15.3% for the six months ended
June 30, 2002. This percentage decrease was primarily due to the increase
in Net Profits.
Cumulative cash distributions to the Limited Partners through June 30,
2003 were $11,191,583 or 96.34% of Limited Partners' capital
contributions.
-27-
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
The Partnerships do not hold any market risk sensitive instruments.
ITEM 4. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the
Partnerships carried out an evaluation under the supervision and
with the participation of the Partnerships' management, including
their chief executive officer and chief financial officer, of the
effectiveness of the design and operation of the Partnerships'
disclosure controls and procedures pursuant to Rule 13a-14 of the
Securities Exchange Act of 1934. Based upon that evaluation, the
Partnerships' chief executive officer and chief financial officer
concluded that the Partnerships' disclosure controls and procedures
are effective in timely alerting them to material information
relating to the Partnerships required to be included in the
Partnerships' periodic filings with the SEC. There have been no
significant changes in the Partnerships' internal controls or in
other factors which could significantly affect the Partnerships'
internal controls subsequent to the date the Partnerships carried
out this evaluation.
-28-
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.
-29-
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, 2003 By: /s/Dennis R. Neill
--------------------------------
(Signature)
Dennis R. Neill
President
Date: August 13, 2003 By: /s/Craig D. Loseke
--------------------------------
(Signature)
Craig D. Loseke
Chief Accounting Officer
-30-
CERTIFICATION
-------------
I, Dennis R. Neill, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income Limited Partnership P-7;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-31-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 13th day of August, 2003.
//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)
-32-
CERTIFICATION
-------------
I, Craig D. Loseke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income Limited Partnership P-7;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-33-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 13th day of August, 2003.
//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
-34-
CERTIFICATION
-------------
I, Dennis R. Neill, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income Limited Partnership P-8;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-35-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 13th day of August, 2003.
//s// Dennis R. Neill
- ----------------------------------
Dennis R. Neill
President (Chief Executive Officer)
-36-
CERTIFICATION
-------------
I, Craig D. Loseke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Geodyne
Institutional/Pension Energy Income Limited Partnership P-8;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
-37-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated this 13th day of August, 2003.
//s// Craig D. Loseke
- ----------------------------------
Craig D. Loseke
Chief Accounting Officer
(Principal Financial Officer)
-38-
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.
-39-