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): August 8, 2007
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 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(B) General - On February 5, 2007, Geodyne Resources, Inc. (the "General
Partner") mailed a notice to the limited partners announcing that the
Geodyne Institutional/Pension Energy Income Limited Partnership P-7 (the
"P-7 Partnership") and the Geodyne Institutional/Pension Energy Income
Limited Partnership P-8 (the "P-8 Partnership") (collectively, the
"Partnerships") will terminate at the end of their current term, December
31, 2007. Consequently, the Partnerships adopted the liquidation basis of
accounting effective February 5, 2007. The liquidation basis of accounting
reports the net assets of the Partnerships at their net realizable value.
Adjustments were made to reduce all balance sheet categories into one line,
"net assets of Partnership in liquidation", which is an estimate of the net
fair value of all Partnership assets and liabilities. Cash, accounts
receivable, and accounts payable were valued at their historical cost,
which approximates fair value. Oil and gas properties were valued at their
estimated net sales price, which was estimated utilizing discounted cash
flows based on strip pricing as of June 30, 2007 at a discount rate of 10%
for proved developed producing reserves, 18% for proved developed
non-producing reserves and 20% for proved undeveloped reserves. An
adjustment was made to the discounted cash flows for the effects of gas
balancing and asset retirement obligations. A provision was also made to
account for direct expenses that will be incurred related to the sale of
the oil and gas properties. The allocation of the "net assets of
Partnership in liquidation" to the General Partner and limited partners was
calculated using the current allocation of income and expenses, which may
change if a Partnership's distributions from the commencement of the
property investment period reach a yearly average equal to at least 12% of
the limited partners subscriptions. The adoption of the liquidation basis
of accounting on February 5, 2007 resulted in an increase in the P-7 and
P-8 Partnerships' net assets of $15,480,968 and $9,884,177, respectively,
at June 30, 2007.
Pro forma unaudited financial information - A limited number of pro forma
adjustments are required to illustrate the effects of the August 8, 2007
Oil and Gas Clearinghouse auction (the "August Auction") on the Combined
Unaudited Statements of Net Assets of Partnership in Liquidation, Unaudited
Statements of Changes in Net Assets of Partnership in Liquidation, and
Unaudited Statements of Operations. The following narrative description is
furnished in lieu of the pro forma statements, assuming the properties were
sold on January 1, 2006.
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(1) P-7 Partnership
(a) August 2007 Auction
The P-7 Partnership's net fair value of its Net Profits Interests sold
in the August Auction was $798,733 as of June 30, 2007. The net sales
proceeds were approximately $932,000.
For the six months ended June 30, 2007, the P-7 Partnership's total
revenues would have increased by $24,080 and operating expenses would
have been reduced by $1,815. Under liquidation accounting,
discontinued operations are no longer presented. Revenues and expenses
for the six months ended June 30, 2007 include all sold properties.
Revenues and expenses for the year ended December 31, 2006 include
only the sold properties classified as continuing operations at
December 31, 2006.
For the year ended December 31, 2006, the P-7 Partnership's Net Income
from Continuing Operations would have decreased by $146,397,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $161,332, a reduction in depletion of
Net Profits Interests of $13,472, and a reduction in accretion of the
asset retirement obligation of $1,463.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the August Auction, the May 2007 auction described in previous 8-K
filings, and other miscellaneous property sales that occurred in July
2007. The following narrative description is furnished in lieu of the
pro forma statements, assuming the properties were sold on January 1,
2006.
For the six months ended June 30, 2007, the P-7 Partnership's total
revenues and operating expenses would have been reduced by $794,533
and $17,906, respectively. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
For the year ended December 31, 2006, the P-7 Partnership's Net Income
from Continuing Operations would have decreased by $1,007,170,
representing a reduction in
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Net Profits (including oil and gas sales net of operating expenses) of
$1,090,340, a reduction in depletion of Net Profits Interests of
$74,977, and a reduction in accretion of the asset retirement
obligation of $8,193.
(2) P-8 Partnership
(a) August 2007 Auction
The P-8 Partnership's net fair value of its Net Profits Interests sold
in the August Auction was $464,741 as of June 30, 2007. The net sales
proceeds were approximately $578,000.
For the six months ended June 30, 2007, the P-8 Partnership's total
revenues would have increased by $2,594 and operating expenses would
have been reduced by $983. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
For the year ended December 31, 2006, the P-8 Partnership's Net Income
from Continuing Operations would have decreased by $83,778,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $91,591, a reduction in depletion of Net
Profits Interests of $7,013, and a reduction in accretion of the asset
retirement obligation of $800.
(b) Cumulative Effect
The paragraphs below give effect to the sale of producing properties
at the August Auction, the May 2007 auction described in previous 8-K
filings, and other miscellaneous property sales that occurred in July
2007. The following narrative description is furnished in lieu of the
pro forma statements, assuming the properties were sold on January 1,
2006.
For the six months ended June 30, 2007, the P-8 Partnership's total
revenues and operating expenses would have been reduced by $464,077
and $10,126, respectively. Under liquidation accounting, discontinued
operations are no longer presented. Revenues and expenses for the six
months ended June 30, 2007 include all sold properties. Revenues and
expenses for the year ended December 31, 2006 include only the sold
properties classified as continuing operations at December 31, 2006.
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For the year ended December 31, 2006, the P-8 Partnership's Net Income
from Continuing Operations would have decreased by $525,426,
representing a reduction in Net Profits (including oil and gas sales
net of operating expenses) of $567,690, a reduction in depletion of
Net Profits Interests of $38,004, and a reduction in accretion of the
asset retirement obligation of $4,260.
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
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Dennis R. Neill
President
DATE: August 29, 2007
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