UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): October 11, 2006
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
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(Exact name of Registrant as specified in its Charter)
P-7: 0-20265 P-7: 73-1367186
Oklahoma P-8: 0-20264 P-8: 73-1378683
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Two West Second Street, Tulsa, Oklahoma 74103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
This amendment to Form 8-K restates that certain 8-K dated October 11,
2006 in order to correct an error in recording the dollar amount of net proceeds
from property sales shown in the original Form 8-K.
On October 11, 2006 the Geodyne Institutional/Pension Energy Income
Limited Partnership P-7 and Geodyne Institutional/Pension Energy Income Limited
Partnership P-8 (the "Partnerships") sold their interests in one significant
property located in Yoakum County, Texas to Kenneth W. Cory, Ltd., an
independent third party at The Oil and Gas Asset Clearinghouse auction in
Houston, Texas for net proceeds as described below:
Reserves Reserve
Sold as of Value
12/31/05 Sold
Oil Gas as of Net
P/ship (Bbls) (Mcf) 12/31/05 Proceeds
------ ------ ------ -------- --------
P-7 30,744 9,223 $626,760 $769,253
P-8 15,733 4,720 320,729 393,649
The transaction is subject to standard auction closing conditions.
The proceeds from the sale, less any additional transaction costs, will be
included in the November 15, 2006 cash distributions paid by the Partnerships.
This sale was part of the General Partner's plan (previously disclosed in
the Partnerships' December 31, 2005 Annual Report on Form 10-K) to sell an
increased amount of the Partnerships' properties as a result of the generally
favorable current environment for oil and gas dispositions. It is anticipated
that additional properties will be sold at auction in December 2006 and February
2007.
The sale of these properties will impact the continuing future operations
of the Partnerships. Future production, costs and cash flow will be reduced as
properties are sold. As of the date of this Current Report on Form 8-K,
management cannot predict the extent of such reduction.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(B) Pro forma financial information.
(1) Geodyne Institutional/Pension Energy Income Limited Partnership P-7
(a) Pro Forma Balance Sheet as of June 30, 2006.
(b) Pro Forma Statement of Operations for the six months ended June 30,
2006.
(c) Pro Forma Statement of Operations for the year ended December 31,
2005.
(d) Pro Forma Statement of Operations for the year ended December 31,
2004.
(e) Pro Forma Statement of Operations for the year ended December 31,
2003.
(2) Geodyne Institutional/Pension Energy Income Limited Partnership P-8
(a) Pro Forma Balance Sheet as of June 30, 2006.
(b) Pro Forma Statement of Operations for the six months ended June 30,
2006.
(c) Pro Forma Statement of Operations for the year ended December 31,
2005.
(d) Pro Forma Statement of Operations for the year ended December 31,
2004.
(e) Pro Forma Statement of Operations for the year ended December 31,
2003.
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UNAUDITED PRO FORMA FINANCIAL DATA
- ----------------------------------
The following unaudited pro forma balance sheet as of June 30, 2006, unaudited
pro forma statements of operations for the six months ended June 30, 2006, and
the unaudited pro forma statements of operations for the years ended December
31, 2005, 2004 and 2003 give effect to the sale of producing properties at an
auction as described in ITEM 2. The unaudited pro forma balance sheet is
presented as if the divestiture had occurred on June 30, 2006. The unaudited pro
forma statements of operations are presented as if the divestiture had occurred
on January 1, 2003. The unaudited pro forma financial data is based on
assumptions and includes adjustments as explained in the notes to the unaudited
pro forma financial statements. The actual recording of the transactions could
differ.
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
UNAUDITED PRO FORMA BALANCE SHEET
JUNE 30, 2006
ASSETS
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2a)
---------- ------------ -----------
CURRENT ASSETS:
Cash and cash equivalents $1,222,755 $769,253 $1,992,008
Assets of discontinued
operations - 16,582 16,582
---------- -------- ----------
Total current assets $1,222,755 $785,835 $2,008,590
NET PROFITS INTERESTS, net
utilizing the successful
efforts method 5,074,127 ( 102,268) 4,971,859
---------- -------- ----------
$6,296,882 $683,567 $6,980,449
========== ======== ==========
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GEODYNE INSTITIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
UNAUDITED PRO FORMA BALANCE SHEET
JUNE 30, 2006
LIABILITIES AND PARTNERS' CAPITAL
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2a)
---------- ----------- -----------
CURRENT LIABILITIES:
Accounts payable:
Net Profits $ 25,810 ($ 6,660) $ 19,150
---------- -------- ----------
Total current liabilities $ 25,810 ($ 6,660) $ 19,150
PARTNERS' CAPITAL:
General Partner $ 6,106 $ 69,023 $ 75,129
Limited Partners, issued
and outstanding,
188,702 units 6,264,966 621,204 6,886,170
---------- -------- ----------
Total Partners' capital $6,271,072 $690,227 $6,961,299
---------- -------- ----------
$6,296,882 $683,567 $6,980,449
========== ======== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2006
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $2,246,473 ($ 45,909) $2,200,564
Interest income 18,435 - 18,435
---------- -------- ----------
$2,264,908 ($ 45,909) $2,218,999
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 144,029 ($ 3,366) $ 140,663
General and administrative 129,205 - 129,205
---------- -------- ----------
$ 273,234 ($ 3,366) $ 269,868
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $1,991,674 ($ 42,543) $1,949,131
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 210,287 ($ 4,557) $ 205,730
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $1,781,387 ($ 37,986) $1,743,401
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 9.44 ($ .20) $ 9.24
========== ======== ==========
UNITS OUTSTANDING 188,702 188,702 188,702
========== ======== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2005
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $3,851,701 ($ 87,733) $3,763,968
Interest income 18,594 - 18,594
---------- -------- ----------
$3,870,295 ($ 87,733) $3,782,562
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 303,051 ($ 9,036) $ 294,015
General and administrative 236,257 - 236,257
---------- -------- ----------
$ 539,308 ($ 9,036) $ 530,272
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $3,330,987 ($ 78,697) $3,252,290
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 358,514 ($ 8,683) $ 349,831
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $2,972,473 ($ 70,014) $2,902,459
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 15.75 ($ .37) $ 15.38
========== ======== ==========
UNITS OUTSTANDING 188,702 188,702 188,702
========== ======== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $3,073,486 ($ 58,766) $3,014,720
Interest income 7,354 - 7,354
---------- -------- ----------
$3,080,840 ($ 58,766) $3,022,074
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 235,103 ($ 5,033) $ 230,070
General and administrative 229,798 - 229,798
---------- -------- ----------
$ 464,901 ($ 5,033) $ 459,868
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $2,615,939 ($ 53,733) $2,562,206
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 257,252 ($ 5,826) $ 251,426
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $2,358,687 ($ 47,907) $2,310,780
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 12.50 ($ .25) $ 12.25
========== ======== ==========
UNITS OUTSTANDING 188,702 188,702 188,702
========== ======== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $2,211,781 ($ 61,808) $2,149,973
Interest income 5,591 - 5,591
Gain on sale of
Net Profits Interests 440,609 - 440,609
---------- -------- ----------
$2,657,981 ($ 61,808) $2,596,173
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 305,931 ($ 8,083) $ 297,848
General and administrative 230,540 - 230,540
---------- -------- ----------
$ 536,471 ($ 8,083) $ 528,388
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $2,121,510 ($ 53,725) $2,067,785
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 118,033 ($ 3,010) $ 115,023
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $2,003,477 ($ 50,715) $1,952,762
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 10.62 ($ .27) $ 10.35
========== ======== ==========
UNITS OUTSTANDING 188,702 188,702 188,702
========== ======== ==========
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NOTE 1 - BASIS OF PRESENTATION
The Unaudited Pro Forma Balance Sheet as of June 30, 2006 is presented as if the
divestiture had occurred on June 30, 2006. The Unaudited Pro Forma Statements of
Operations for the years ended December 31, 2005, 2004 and 2003 and for the six
months ended June 30, 2006 are presented as if the divestiture had occurred on
January 1, 2003.
The Partnership follows the successful efforts method of accounting under which
proceeds from the sale of oil and gas properties are accounted for as gains or
losses net of their carrying costs and transaction expenses.
The Pro Forma Statements of Operations for the years ended December 31, 2005,
2004 and 2003, and for the six months ended June 30, 2006, do not reflect the
estimated gains on the divestiture. Assuming the sale closed on June 30, 2006,
an estimated non-recurring gain of $690,227 would have been recognized.
NOTE 2 - PRO FORMA ADJUSTMENTS
(a) Reflects net sales proceeds of $769,253 for the P-7 Partnership and the
reversal of the Net Profits Interests and the asset retirement obligation
associated with the property sold. Additionally, the payable and
receivable accruals as of June 30, 2006 associated with the sold property
were reclassified to Assets of discontinued operations.
(b) Oil and gas sales, lease operating expenses, and production taxes are
adjusted to reflect the reversal of revenues and expenses attributable to
the sold property. Depletion of Net Profits Interests is adjusted for the
reduction in depletion of Net Profits Interests and asset retirement
obligation accretion expense attributable to the property sold.
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
UNAUDITED PRO FORMA BALANCE SHEET
JUNE 30, 2006
ASSETS
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2a)
---------- ----------- -----------
CURRENT ASSETS:
Cash and cash equivalents $ 795,526 $393,649 $1,189,175
Assets of discontinued
operations - 8,436 8,436
---------- -------- ----------
Total current assets $ 795,526 $402,085 $1,197,611
NET PROFITS INTERESTS, net
utilizing the successful
efforts method 3,075,120 ( 52,336) 3,022,784
---------- -------- ----------
$3,870,646 $349,749 $4,220,395
========== ======== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
UNAUDITED PRO FORMA BALANCE SHEET
JUNE 30, 2006
LIABILITIES AND PARTNERS' CAPITAL
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2a)
---------- ----------- -----------
CURRENT LIABILITIES:
Accounts payable:
Net Profits $ 72,059 ($ 3,458) $ 68,601
---------- -------- ----------
Total current liabilities $ 72,059 ($ 3,458) $ 68,601
PARTNERS' CAPITAL:
General Partner $ 14,335 $ 35,321 $ 49,656
Limited Partners, issued
and outstanding,
116,168 units 3,784,252 317,886 4,102,138
---------- -------- ----------
Total Partners' capital $3,798,587 $353,207 $4,151,794
---------- -------- ----------
$3,870,646 $349,749 $4,220,395
========== ======== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2006
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $1,405,651 ($ 23,479) $1,382,172
Interest income 12,198 - 12,198
---------- -------- ----------
$1,417,849 ($ 23,479) $1,394,370
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 87,133 ($ 1,723) $ 85,410
General and administrative 89,080 - 89,080
---------- -------- ----------
$ 176,213 ($ 1,723) $ 174,490
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $1,241,636 ($ 21,756) $1,219,880
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 130,786 ($ 2,331) $ 128,455
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $1,110,850 ($ 19,425) $1,091,425
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 9.56 ($ .17) $ 9.39
========== ======== ==========
UNITS OUTSTANDING 116,168 116,168 116,168
========== ======== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2005
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $2,450,801 ($ 44,832) $2,405,969
Interest income 12,121 - 12,121
Gain on sale of Net
Profits Interests 434 - 434
---------- -------- ----------
$2,463,356 ($ 44,832) $2,418,524
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 183,707 ($ 4,624) $ 179,083
General and administrative 156,726 - 156,726
---------- -------- ----------
$ 340,433 ($ 4,624) $ 335,809
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $2,122,923 ($ 40,208) $2,082,715
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 227,614 ($ 4,437) $ 223,177
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $1,895,309 ($ 35,771) $1,859,538
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 16.32 ($ .31) $ 16.01
========== ======== ==========
UNITS OUTSTANDING 116,168 116,168 116,168
========== ======== ==========
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GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $2,001,198 ($ 30,096) $1,971,102
Interest income 4,735 - 4,735
---------- -------- ----------
$2,005,933 ($ 30,096) $1,975,837
COSTS AND EXPENSES:
Depletion of Net
Profits Interests $ 136,275 ($ 2,576) $ 133,699
General and administrative 149,887 - 149,887
---------- -------- ----------
$ 286,162 ($ 2,576) $ 283,586
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $1,719,771 ($ 27,520) $1,692,251
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 183,768 ($ 2,984) $ 180,784
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $1,536,003 ($ 24,536) $1,511,467
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 13.22 ($ .21) $ 13.01
========== ======== ==========
UNITS OUTSTANDING 116,168 116,168 116,168
========== ======== ==========
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GEODYNEINSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
Pro Forma
Adjustments
October
Historical Auction Pro Forma
(Note 2b)
---------- ----------- ----------
REVENUES:
Net Profits $1,548,409 ($ 31,623) $1,516,786
Interest income 4,316 - 4,316
Gain on sale of Net
Profits Interests 555,967 - 555,967
---------- -------- ----------
$2,108,692 ($ 31,623) $2,077,069
EXPENSES:
Depletion of Net
Profits Interests $ 186,708 ($ 4,136) $ 182,572
General and administrative 149,591 - 149,591
---------- -------- ----------
$ 336,299 ($ 4,136) $ 332,163
---------- -------- ----------
INCOME FROM CONTINUING
OPERATIONS $1,772,393 ($ 27,487) $1,744,906
========== ======== ==========
GENERAL PARTNER - NET
INCOME FROM CONTINUING
OPERATIONS $ 108,700 ($ 1,540) $ 107,160
========== ======== ==========
LIMITED PARTNERS - NET
INCOME FROM CONTINUING
OPERATIONS $1,663,693 ($ 25,947) $1,637,746
========== ======== ==========
NET INCOME FROM CONTINUING
OPERATIONS per Unit $ 14.32 ($ .22) $ 14.10
========== ======== ==========
UNITS OUTSTANDING 116,168 116,168 116,168
========== ======== ==========
-17-
NOTE 1 - BASIS OF PRESENTATION
The Unaudited Pro Forma Balance Sheet as of June 30, 2006 is presented as if the
divestiture had occurred on June 30, 2006. The Unaudited Pro Forma Statements of
Operations for the years ended December 31, 2005, 2004 and 2003 and for the six
months ended June 30, 2006 are presented as if the divestiture had occurred on
January 1, 2003.
The Partnership follows the successful efforts method of accounting under which
proceeds from the sale of oil and gas properties are accounted for as gains or
losses net of their carrying costs and transaction expenses.
The Pro Forma Statements of Operations for the years ended December 31, 2005,
2004 and 2003, and for the six months ended June 30, 2006, do not reflect the
estimated gains on the divestiture. Assuming the sale closed on June 30, 2006,
an estimated non-recurring gain of $353,207 would have been recognized.
NOTE 2 - PRO FORMA ADJUSTMENTS
(a) Reflects net sales proceeds of $393,649 for the P-8 Partnership and the
reversal of the Net Profits Interests and the asset retirement obligation
associated with the property sold. Additionally, the payable and
receivable accruals as of June 30, 2006 associated with the sold
properties were reclassified to Assets of discontinued operations.
(b) Oil and gas sales, lease operating expenses, and production taxes are
adjusted to reflect the reversal of revenues and expenses attributable to
the sold property. Depletion of Net Profits Interests is adjusted for the
reduction in depletion of Net Profits Interests and asset retirement
obligation accretion expense attributable to the property sold.
-18-
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 hereunto duly authorized.
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED
PARTNERSHIP P-7
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED
PARTNERSHIP P-8
By: GEODYNE RESOURCES, INC.
General Partner
//s//Dennis R. Neill
-----------------------------
Dennis R. Neill
President
DATE: November 13, 2006
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