SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 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 September 30, December 31, 2003 2002 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $1,362,342 $ 857,086 Accounts receivable: Net Profits 80,267 188,969 ---------- ---------- Total current assets $1,442,609 $1,046,055 NET PROFITS INTERESTS, net, utilizing the successful efforts method 3,074,371 2,611,743 ---------- ---------- $4,516,980 $3,657,798 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 81,772) ($ 102,748) Limited Partners, issued and outstanding, 188,702 units 4,598,752 3,760,546 ---------- ---------- Total Partners' capital $4,516,980 $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 SEPTEMBER 30, 2003 AND 2002 (Unaudited) 2003 2002 -------- -------- REVENUES: Net Profits $590,062 $537,608 Interest income 1,436 1,295 Gain on sale of Net Profits Interests 368,610 - -------- -------- $960,108 $538,903 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 80,031 $ 45,764 General and administrative (Note 2) 56,320 53,988 -------- -------- $136,351 $ 99,752 -------- -------- NET INCOME $823,757 $439,151 ======== ======== GENERAL PARTNER - NET INCOME $ 44,317 $ 23,723 ======== ======== LIMITED PARTNERS - NET INCOME $779,440 $415,428 ======== ======== NET INCOME per unit $ 4.13 $ 2.20 ======== ======== UNITS OUTSTANDING 188,702 188,702 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -3- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7 STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (Unaudited) 2003 2002 ---------- ---------- REVENUES: Net Profits $1,910,436 $1,290,855 Interest income 3,854 2,159 Gain on sale of Net Profits Interests 368,610 - ---------- ---------- $2,282,900 $1,293,014 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 224,781 $ 193,558 General and administrative (Note 2) 178,531 176,239 ---------- ---------- $ 403,312 $ 369,797 ---------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,879,588 $ 923,217 Cumulative effect of change in accounting for asset retirement obligations (Note 1) 400 - ---------- ---------- NET INCOME $1,879,988 $ 923,217 ========== ========== GENERAL PARTNER - NET INCOME $ 102,782 $ 53,795 ========== ========== LIMITED PARTNERS - NET INCOME $1,777,206 $ 869,422 ========== ========== NET INCOME per unit $ 9.42 $ 4.61 ========== ========== UNITS OUTSTANDING 188,702 188,702 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -4- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7 STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (Unaudited) 2003 2002 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,879,988 $923,217 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 224,781 193,558 Gain on sale of Net Profits Interests ( 368,610) - Increase in accounts receivable - Net Profits ( 213,033) ( 190,824) ---------- -------- Net cash provided by operating activities $1,522,726 $925,951 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 392,375) ($ 56,752) Proceeds from sale of Net Profits Interests 395,711 - ---------- -------- Net cash provided (used) by investing activities $ 3,336 ($ 56,752) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,020,806) ($588,735) ---------- -------- Net cash used by financing activities ($1,020,806) ($588,735) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 505,256 $280,464 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 857,086 349,737 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,362,342 $630,201 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -5- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8 BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2003 2002 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $1,171,223 $ 611,298 Accounts receivable: Net Profits 46,996 137,849 ---------- ---------- Total current assets $1,218,219 $ 749,147 NET PROFITS INTERESTS, net, utilizing the successful efforts method 1,839,850 1,529,804 ---------- ---------- $3,058,069 $2,278,951 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 19,748) ($ 43,633) Limited Partners, issued and outstanding, 116,168 units 3,077,817 2,322,584 ---------- ---------- Total Partners' capital $3,058,069 $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 SEPTEMBER 30, 2003 AND 2002 (Unaudited) 2003 2002 -------- -------- REVENUES: Net Profits $404,883 $357,781 Interest income 1,125 948 Gain on sale of Net Profits Interests 482,658 - -------- -------- $888,666 $358,729 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 48,138 $ 30,359 General and administrative (Note 2) 34,913 33,808 -------- -------- $ 83,051 $ 64,167 -------- -------- NET INCOME $805,615 $294,562 ======== ======== GENERAL PARTNER - NET INCOME $ 42,150 $ 15,895 ======== ======== LIMITED PARTNERS - NET INCOME $763,465 $278,667 ======== ======== NET INCOME per unit $ 6.57 $ 2.40 ======== ======== UNITS OUTSTANDING 116,168 116,168 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -7- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8 STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (Unaudited) 2003 2002 ---------- -------- REVENUES: Net Profits $1,332,840 $889,618 Interest income 2,930 1,843 Gain on sale of Net Profits Interests 482,658 - ---------- -------- $1,818,428 $891,461 COSTS AND EXPENSES: Depletion of Net Profits Interests $ 134,166 $119,493 General and administrative (Note 2) 117,273 115,190 ---------- -------- $ 251,439 $234,683 ---------- -------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,566,989 $656,778 Cumulative effect of change in accounting for asset retirement obligations (Note 1) 4,862 - ---------- -------- NET INCOME $1,571,851 $656,778 ========== ======== GENERAL PARTNER - NET INCOME $ 83,618 $ 37,526 ========== ======== LIMITED PARTNERS - NET INCOME $1,488,233 $619,252 ========== ======== NET INCOME per unit $ 12.81 $ 5.33 ========== ======== UNITS OUTSTANDING 116,168 116,168 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -8- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8 STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (Unaudited) 2003 2002 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,571,851 $656,778 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 134,166 119,493 Gain on sale of Net Profits Interests ( 482,658) - Increase in accounts receivable - Net Profits ( 145,209) ( 120,848) ---------- -------- Net cash provided by operating activities $1,073,288 $655,423 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 238,801) ($ 36,473) Proceeds from sale of Net Profits Interests 518,171 - ---------- -------- Net cash provided (used) by investing activities $ 279,370 ($ 36,473) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 792,733) ($438,309) ---------- -------- Net cash used by financing activities ($ 792,733) ($438,309) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 559,925 $180,641 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 611,298 280,416 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,171,223 $461,057 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -9- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS CONDENSED NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2003 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of September 30, 2003, statements of operations for the three and nine months ended September 30, 2003 and 2002, and statements of cash flows for the nine months ended September 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 September 30, 2003, the results of operations for the three and nine months ended September 30, 2003 and 2002, and the cash flows for the nine months ended September 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 September 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, resulting in a decrease of 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 nine months ended September 30, 2003, the P-7 and P-8 Partnerships recognized approximately $20,000 and $14,000, 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 nine months ended September 30, 2002 would have been an increase in depreciation, depletion, and amortization expense of approximately $20,000 and $13,000, 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 September 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 $6,661 $49,659 P-8 4,343 30,570 -12- During the nine months ended September 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 $29,554 $148,977 P-8 25,563 91,710 Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with their activities. -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 are distributed to the Limited Partners and General Partner in accordance with the terms of the Partnerships' Partnership Agreements. -14- LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnerships began operations and investors were assigned their rights as Limited Partners, having made capital contributions in the amounts and on the dates set forth below: Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ --------------- P-7 February 28, 1992 $18,870,200 P-8 February 28, 1992 11,616,800 In general, the amount of funds available for acquisition of producing properties was equal to the capital contributions of the Limited Partners, less 15% for sales commissions and organization and management fees. All of the Partnerships have fully invested their capital contributions. Net proceeds from the Partnerships' Net Profits Interests less necessary operating capital are distributed to the Limited Partners on a quarterly basis. Revenues and net proceeds of a Partnership are largely dependent upon the volumes of oil and gas sold and the prices received for such oil and gas. While the General Partner cannot predict future pricing trends, it believes the working capital available as of September 30, 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 nine months ended September 30, 2003, capital expenditures affecting the P-7 and P-8 Partnerships' Net Profits Interests totaled $392,375 and $238,801, respectively. These capital expenditures were indirectly incurred as a result of drilling activities on one large unitized property, the Robertson North Unit in Gaines County, Texas. As of the date of this quarterly report, this drilling is still in progress. In addition, during the nine months ended September 30, 2002, capital expenditures affecting the P-7 and P-8 Partnerships' Net Profits Interests totaled $56,752 and $36,473, respectively. These capital expenditures were indirectly incurred as a result of drilling and recompletion activities on another large unitized property, the Pecos Valley Unit in Pecos County, Texas. These activities were successful leading to an increase in oil and gas reserves on this property. Any other capital expenditures incurred by the Partnerships during the nine months ended September 30, 2003 and 2002 were not material to the Partnerships' cash flows. -15- The P-7 and P-8 Partnerships' Statements of Cash Flows for the nine months ended September 30, 2003 include proceeds from the sale of certain oil and gas properties during the third quarter of 2003. These proceeds will be included in the Partnerships' November 2003 cash distributions. 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. 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 estimated discounted future cash flows from the Net Profits Interest. -16- 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 Interests, an increase in net income for the cumulative effect of the change in accounting principle, and an asset retirement obligation, resulting in a decrease of accounts receivable - Net Profits, in the following approximate amounts for each Partnership: -17- 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 nine months ended September 30, 2003, the P-7 and P-8 Partnerships recognized approximately $20,000 and $14,000, 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 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 -18- 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 Production ( 22,244) ( 72,847) Extensions and discoveries - 16,881 Sale of reserves ( 1,797) ( 241,365) Revisions of previous estimates ( 7,335) ( 72,235) --------- --------- Proved reserves, Sept. 30, 2003 1,039,513 4,751,303 ========= ========= -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 Production ( 13,228) ( 55,525) Sale of reserves ( 2,359) ( 316,049) Revisions of previous estimates ( 4,208) ( 46,001) ------- --------- Proved reserves, Sept. 30, 2003 612,848 3,075,850 ======= ========= 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 September 30, 2003, 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 -20- and gas production subsequent to September 30, 2003. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at September 30, 2003 will actually be realized for such production. Net Present Value of Reserves (In 000's) ------------------------------------------------------- Partnership 9/30/03 6/30/03 3/31/03 12/31/02 ----------- ------- ------- ------- -------- P-7 $11,480 $13,338 $12,731 $12,899 P-8 7,364 9,006 8,592 8,722 Oil and Gas Prices ------------------------------------------------------- Pricing 9/30/03 6/30/03 3/31/03 12/31/02 ----------- ------- ------- ------- -------- Oil (Bbl) $ 26.00 $ 27.00 $ 27.75 $ 28.00 Gas (Mcf) 4.58 5.18 5.06 4.74 The Partnerships had downward revisions in estimated oil and gas reserves and the related estimated net present value of reserves at September 30, 2003 as compared to June 30, 2003 primarily due to the sale of several properties during the three months ended September 30, 2003 and the decreases in the oil and gas prices used to value the reserves. RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The 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 Partnerships' revenues and cash flow. Various factors beyond the Partnerships' control will affect prices for oil and natural gas, such as: -21- * 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, to an extent, 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 SEPTEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2002. Three Months Ended September 30, -------------------------------- 2003 2002 -------- -------- Net Profits $590,062 $537,608 Barrels produced 22,244 18,301 Mcf produced 72,847 86,102 Average price/Bbl $ 29.22 $ 27.38 Average price/Mcf $ 3.65 $ 2.90 As shown in the table above, total Net Profits increased $52,454 (9.8%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. Of this increase, approximately (i) $108,000 was related to an increase in volumes of oil sold and (ii) $41,000 and $55,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately (i) $113,000 related to an increase in production expenses and (ii) $39,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 3,943 barrels, while volumes of gas sold decreased 13,255 Mcf for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. The increase in volumes of oil sold was primarily due to (i) an increase in production on one large unitized property due to the completion of several wells within that property during late 2002 and early 2003 and (ii) a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 2003. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well during the three months ended September 30, 2003 in order to perform a workover on that well. The shut-in well is expected to return to production in late 2003. These decreases were partially offset by a negative prior period gas balancing adjustment on one significant well during the three months ended September 30, 2002. The increase in production expenses was primarily due to (i) workover expenses incurred on several wells during the three months ended September 30, 2003 and (ii) a negative prior period lease operating expense adjustment on one significant well during the three months ended September 30, 2002. Average oil and gas prices increased to $29.22 per barrel and $3.65 per Mcf, respectively, for the three months ended September 30, 2003 from $27.38 per barrel and $2.90 per Mcf, respectively, for the three months ended September 30, 2002. -23- As discussed in "Liquidity and Capital" Resources above, the P-7 Partnership sold certain oil and gas properties during the three months ended September 30, 2003 and recognized a $368,610 gain on such sales. No such sales occurred during the three months ended September 30, 2002. Depletion of Net Profits Interests increased $34,267 (74.9%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. This increase was primarily due to (i) an increase in depletable Net Profits Interests primarily due to developmental drilling on one large unitized property during the three months ended September 30, 2003 and (ii) downward revisions in the estimates of remaining oil and gas reserves for the three months ended September 30, 2003. As a percentage of Net Profits, this expense increased to 13.6% for the three months ended September 30, 2003 from 8.5% for the three months ended September 30, 2002. This percentage increase was primarily due to the dollar increase in depletion of Net Profits Interests. General and administrative expenses increased $2,332 (4.3%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. As a percentage of Net Profits, these expenses decreased to 9.5% for the three months ended September 30, 2003 from 10.0% for the three months ended September 30, 2002. NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2002. Nine Months Ended September 30, ------------------------------- 2003 2002 ---------- ---------- Net Profits $1,910,436 $1,290,855 Barrels produced 62,411 65,988 Mcf produced 266,625 254,734 Average price/Bbl $ 29.36 $ 22.77 Average price/Mcf $ 4.44 $ 2.60 As shown in the table above, total Net Profits increased $619,581 (48.0%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. Of this increase, approximately $411,000 and $492,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately (i) $233,000 related to an increase in production expenses and (ii) $81,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 3,577 barrels, while volumes of gas sold increased 11,891 Mcf for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. The increase in volumes of gas sold was primarily due to a positive prior period volume adjustment on one significant well during the nine months ended September 30, 2003, which increase was partially offset by -24- normal declines in production. The increase in production expenses was primarily due to (i) workover expenses incurred on several wells during the nine months ended September 30, 2003, (ii) the increase in production taxes associated with the increase in oil and gas sales, and (iii) a negative prior period lease operating expense adjustment on one significant well during the nine months ended September 30, 2002. Average oil and gas prices increased to $29.36 per barrel and $4.44 per Mcf, respectively, for the nine months ended September 30, 2003 from $22.77 per barrel and $2.60 per Mcf, respectively, for the nine months ended September 30, 2002. As discussed in "Liquidity and Capital Resources" above, the P-7 Partnership sold certain oil and gas properties during the nine months ended September 30, 2003 and recognized a $368,610 gain on such sales. No such sales occurred during the nine months ended September 30, 2002. Depletion of Net Profits Interests increased $31,223 (16.1%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This increase was primarily due to an increase in depletable Net Profits Interests primarily due to developmental drilling on one large unitized property during the nine months ended September 30, 2003. As a percentage of Net Profits, this expense decreased to 11.8% for the nine months ended September 30, 2003 from 15.0% for the nine months ended September 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 $2,292 (1.3%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. As a percentage of Net Profits, these expenses decreased to 9.3% for the nine months ended September 30, 2003 from 13.7% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increase in Net Profits. Cumulative cash distributions to the Limited Partners through September 30, 2003 were $17,509,916 or 92.79% of Limited Partners' capital contributions. -25- P-8 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2002. Three Months Ended September 30, -------------------------------- 2003 2002 -------- -------- Net Profits $404,883 $357,781 Barrels produced 13,228 11,277 Mcf produced 55,525 66,669 Average price/Bbl $ 29.25 $ 27.52 Average price/Mcf $ 3.70 $ 2.84 As shown in the table above, total Net Profits increased $47,102 (13.2%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. Of this increase, approximately (i) $23,000 and $48,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $54,000 was related to an increase in volumes of oil sold. These increases were partially offset by decreases of approximately (i) $46,000 related to an increase in production expenses and (ii) $32,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 1,951 barrels, while volumes of gas sold decreased 11,144 Mcf for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. The increase in volumes of oil sold was primarily due to (i) an increase in production on one large unitized property due to the completion of several wells during late 2002 and early 2003 and (ii) a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 2003. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well during the three months ended September 20, 2003 in order to perform a workover on that well. The shut-in well is expected to return to production in late 2003. These decreases were partially offset by a negative prior period gas balancing adjustment on one significant well during the three months ended September 30, 2002. The increase in production expenses was primarily due to (i) workover expenses incurred on several wells during the three months ended September 30, 2003 and (ii) a negative prior period lease operating expense adjustment on one significant well during the three months ended September 30, 2002. Average oil and gas prices increased to $29.25 per barrel and $3.70 per Mcf, respectively, for the three months ended September 30, 2003 from $27.52 per barrel and $2.84 per Mcf, respectively, for the three months ended September 30, 2002. -26- As discussed in "Liquidity and Capital Resources" above, the P-8 Partnership sold certain oil and gas properties during the three months ended September 30, 2003 and recognized a $482,658 gain on such sales. No such sales occurred during the three months ended September 30, 2002. Depletion of Net Profits Interests increased $17,779 (58.6%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. This increase was primarily due to (i) an increase in depletable Net Profits Interests primarily due to developmental drilling on one large unitized property during the three months ended September 30, 2003 and (ii) downward revisions in the estimates of remaining oil and gas reserves for the three months ended September 30, 2003. As a percentage of Net Profits, this expense increased to 11.9% for the three months ended September 30, 2003 from 8.5% for the three months ended September 30, 2002. This percentage increase was primarily due to the dollar increase in depletion of Net Profits Interests. General and administrative expenses increased $1,105 (3.3%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. As a percentage of Net Profits, these expenses decreased to 8.6% for the three months ended September 30, 2003 from 9.4% for the three months ended September 30, 2002. NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2002. Nine Months Ended September 30, ------------------------------- 2003 2002 ---------- -------- Net Profits $1,332,840 $889,618 Barrels produced 37,623 40,523 Mcf produced 197,156 209,527 Average price/Bbl $ 29.36 $ 22.83 Average price/Mcf $ 4.53 $ 2.58 As shown in the table above, total Net Profits increased $443,222 (49.8%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. Of this increase, approximately $246,000 and $385,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately (i) $90,000 related to an increase in production expenses and (ii) $66,000 related to a decrease in volumes of oil sold. Volumes of oil and gas sold decreased 2,900 barrels and 12,371 Mcf, respectively, for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. The decrease in volumes of gas sold was primarily due to normal declines in production. This decrease was partially offset by a positive prior period volume adjustment on one significant well during the nine -27- months ended September 30, 2003. Average oil and gas prices increased to $29.36 per barrel and $4.53 per Mcf, respectively, for the nine months ended September 30, 2003 from $22.83 per barrel and $2.58 per Mcf, respectively, for the nine months ended September 30, 2002. As discussed in "Liquidity and Capital Resources" above, the P-8 Partnership sold certain oil and gas properties during the nine months ended September 30, 2003 and recognized a $482,658 gain on such sales. No such sales occurred during the nine months ended September 30, 2002. Depletion of Net Profits Interests increased $14,673 (12.3%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This increase was primarily due to an increase in depletable Net Profits Interests primarily due to developmental drilling on one large unitized property during the nine months ended September 30, 2003. As a percentage of Net Profits, this expense decreased to 10.1% for the nine months ended September 30, 2003 from 13.4% for the nine months ended September 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 $2,083 (1.8%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. As a percentage of Net Profits, these expenses decreased to 8.8% for the nine months ended September 30, 2003 from 12.9% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increase in Net Profits. Cumulative cash distributions to the Limited Partners through September 30, 2003 were $11,464,583 or 98.69% of Limited Partners' capital contributions. Management anticipates that the P-8 Partnership should achieve payout with the cash distributions to be paid in November 2003. After payout, operations and revenues for the P-8 Partnership will be allocated using after payout percentages included in the P-8 Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. -28- 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 As of the end of this period covered by this report, the principal executive officer and principal financial officer conducted an evaluation of the Partnerships' disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934). Based on this evaluation, such officers concluded that the Partnerships' disclosure controls and procedures are effective to ensure that information required to be disclosed by the Partnerships in reports filed under the Exchange Act is recorded, processed, summarized, and reported accurately and within the time periods specified in the Securities and Exchange Commission rules and forms. -29- PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the P-7 Partnership. 31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the P-7 Partnership. 31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the P-8 Partnership. 31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the P-8 Partnership. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the P-7 Partnership. 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the P-8 Partnership. (b) Reports on Form 8-K. None. -30- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8 (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: November 13, 2003 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: November 13, 2003 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -31- INDEX TO EXHIBITS ----------------- Exh. No. Exhibit - ---- ------- 31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d- 14(a) for the Geodyne Institutional/Pension Energy Income Limited Partnership P-7. 31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d- 14(a) for the Geodyne Institutional/Pension Energy Income Limited Partnership P-7. 31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d- 14(a) for the Geodyne Institutional/Pension Energy Income Limited Partnership P-8. 31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d- 14(a) for the Geodyne Institutional/Pension Energy Income Limited Partnership P-8. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Institutional/Pension Energy Income Limited Partnership P-7. 32.2 Certification pursuant to 18 U.S.C. Sesction 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. -32-