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, 1996 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 of (I.R.S. Employer Identification No.) incorporation or 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 the filing requirements for the past 90 days. Yes X No ---- ---- 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, 1996 1995 ----------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 713,461 $ 270,118 Accounts receivable: Net profits and royalty interests in oil and gas sales 431,622 309,444 ---------- ---------- Total current assets $1,145,083 $ 579,562 NET PROFITS AND ROYALTY INTERESTS IN OIL AND GAS PROPERTIES, net, utilizing the successful efforts method 7,333,816 8,395,716 ---------- ---------- $8,478,899 $8,975,278 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 91,460) ($ 45,524) Limited Partners, issued and outstanding, 188,702 units 8,570,359 9,020,802 ---------- ---------- Total Partners' capital $8,478,899 $8,975,278 ---------- ---------- $8,478,899 $8,975,278 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 --------- ---------- REVENUES: Net profits and royalty interests in oil and gas sales $551,939 $433,605 Interest income 4,556 3,780 Gain on sale of net profits and royalty interests in oil and gas properties 1,432 11,595 -------- -------- $557,927 $448,980 COSTS AND EXPENSES: Depletion of net profits and royalty interests in oil and gas properties $312,572 $516,092 General and administrative 53,738 54,513 -------- -------- $366,310 $570,605 -------- -------- NET INCOME (LOSS) $191,617 ($121,625) ======== ======== GENERAL PARTNER - NET INCOME $ 21,856 $ 14,562 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) $169,761 ($136,187) ======== ======== NET INCOME (LOSS) per unit $ .90 ($ .72) ======== ======== UNITS OUTSTANDING 188,702 188,702 ======== ======== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ----------- ------------ REVENUES: Net profits and royalty interests in oil and gas sales $1,571,191 $1,352,152 Interest income 9,296 8,611 Gain on sale of net profits and royalty interests in oil and gas properties 92,496 24,547 ---------- ---------- $1,672,983 $1,385,310 COSTS AND EXPENSES: Depletion of net profits and royalty interests in oil and gas properties $ 951,048 $1,592,026 General and administrative 171,267 183,549 ---------- ---------- $1,122,315 $1,775,575 ---------- ---------- NET INCOME (LOSS) $ 550,668 ($ 390,265) ========== ========== GENERAL PARTNER - NET INCOME $ 65,111 $ 44,168 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 485,557 ($ 434,433) ========== ========== NET INCOME (LOSS) per unit $ 2.57 ($ 2.30) ========== ========== UNITS OUTSTANDING 188,702 188,702 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 550,668 ($ 390,265) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of net profits and royalty interests in oil and gas properties 951,048 1,592,026 Gain on sale of net profits and royalty interests in oil and gas properties ( 92,496) ( 24,547) Increase in accounts receivable ( 122,178) ( 18,612) ---------- ---------- Net cash provided by operating activities $1,287,042 $1,158,602 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 165,442) ($ 137,319) Proceeds from sale of net profits and royalty interests in oil and gas properties 368,790 37,556 ---------- ---------- Net cash provided (used) by investing activities $ 203,348 ($ 99,763) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,047,047) ($ 999,000) ---------- ---------- Net cash used by financing activities ($1,047,047) ($ 999,000) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 443,343 $ 59,839 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 270,118 282,045 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 713,461 $ 341,884 ========== ========== The accompanying 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, 1996 1995 ------------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 420,451 $ 208,319 Accounts receivable: Net profits and royalty interests in oil and gas sales 184,445 136,877 ---------- ---------- Total current assets $ 604,896 $ 345,196 NET PROFITS AND ROYALTY INTERESTS IN OIL AND GAS PROPERTIES, net, utilizing the successful efforts method 4,274,814 4,927,730 ---------- ---------- $4,879,710 $5,272,926 ========== ========== PARTNERS' CAPITAL (DEFICIT) PARTNERS' CAPITAL (DEFICIT): General Partner ($ 49,975) ($ 20,601) Limited Partners, issued and outstanding, 116,168 units 4,929,685 5,293,527 ---------- ---------- Total Partners' capital $4,879,710 $5,272,926 ---------- ---------- $4,879,710 $5,272,926 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ---------- REVENUES: Net profits and royalty interests in oil and gas sales $339,114 $248,394 Interest and other income 2,389 4,831 Gain (loss) on sale of net profits and royalty interests in oil and gas properties ( 14,432) 5,929 -------- -------- $327,071 $259,154 COSTS AND EXPENSES: Depletion of net profits and royalty interests in oil and gas properties $194,261 $403,598 General and administrative 33,097 33,255 -------- -------- $227,358 $436,853 -------- -------- NET INCOME (LOSS) $ 99,713 ($177,699) ======== ======== GENERAL PARTNER - NET INCOME $ 12,637 $ 7,259 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) $ 87,076 ($184,958) ======== ======== NET INCOME (LOSS) per unit $ .75 ($ 1.59) ======== ======== UNITS OUTSTANDING 116,168 116,168 ======== ======== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 -------- ----------- REVENUES: Net profits and royalty interests in oil and gas sales $968,193 $ 925,221 Interest and other income 5,223 8,209 Gain on sale of net profits and royalty interests in oil and gas properties 15,707 10,441 -------- ---------- $989,123 $ 943,871 COSTS AND EXPENSES: Depletion of net profits and royalty interests in oil and gas properties $567,173 $1,213,637 General and administrative 105,546 111,477 -------- ---------- $672,719 $1,325,114 -------- ---------- NET INCOME (LOSS) $316,404 ($ 381,243) ======== ========== GENERAL PARTNER - NET INCOME $ 38,246 $ 29,483 ======== ========== LIMITED PARTNERS - NET INCOME (LOSS) $278,158 ($ 410,726) ======== ========== NET INCOME (LOSS) per unit $ 2.39 ($ 3.54) ======== ========== UNITS OUTSTANDING 116,168 116,168 ======== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $316,404 ($ 381,243) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depletion of net profits and royalty interests in oil and gas properties 567,173 1,213,637 Gain on sale of net profits and royalty interests in oil and gas properties ( 15,707) ( 10,441) Increase in accounts receivable ( 47,568) - Decrease in accounts payable - ( 43,047) -------- ---------- Net cash provided by operating activities $820,302 $ 778,906 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 88,442) ($ 53,013) Proceeds from sale of net profits and royalty interests in oil and gas properties 189,892 20,066 -------- ---------- Net cash provided (used) by investing activities $101,450 ($ 32,947) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($709,620) ($ 688,500) -------- ---------- Net cash used by financing activities ($709,620) ($ 688,500) -------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $212,132 $ 57,459 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 208,319 198,756 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $420,451 $ 256,215 ======== ========== The accompanying notes are an integral part of these financial statements. -9- GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME PROGRAM II PARTNERSHIPS CONDENSED NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 1996 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of September 30, 1996, statements of operations for the three and nine months ended September 30, 1996 and 1995 and the statements of cash flows for the nine months ended September 30, 1996 and 1995 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, 1996, the results of operations for the three and nine months ended September 30, 1996 and 1995 and cash flows for the nine months ended September 30, 1996 and 1995. 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, 1995. The results of operations for the period ended September 30, 1996 are not necessarily indicative of the results to be expected for the full year. The Limited Partners' net income or loss per unit is based upon each $100 initial capital contribution. NET PROFITS AND ROYALTY INTERESTS IN OIL AND GAS PROPERTIES ----------------------------------------------------------- The Partnerships follow the successful efforts method of accounting for their net profits and royalty interests in oil and gas properties ("oil and gas properties"). 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. The acquisition cost to the Partnerships of net profits and royalty interests in properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner prior to their transfer to the Partnerships. Impairment of net profits and royalty interests in oil and gas properties is recognized based upon an individual property assessment. -10- Depletion of the costs of net profits and royalty interests in producing oil and gas properties is computed on the unit-of- production method. Effective October 1, 1995, the Partnerships adopted the requirements of Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long Lived Assets and Assets Held for Disposal. SFAS No. 121 provides that if the unamortized costs of net profits and royalty interests in oil and gas properties for each field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. Under the Partnerships' prior impairment policy if the unamortized costs of net profits and royalty interests in oil and gas properties as a whole exceeded the estimated undiscounted future net revenues of the properties, a valuation allowance would be recorded for the excess amount. The risk that the Partnerships will be required to record such impairment provisions in the future increases when oil and gas prices are depressed. 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 by the General Partner. During the three months ended September 30, 1996 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- P-7 $4,079 $49,659 P-8 2,527 30,570 During the nine months ended September 30, 1996 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------ -------------- P-7 $22,290 $148,977 P-8 13,836 91,710 Affiliated companies are the operator of certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with their activities, together with any compressor rental, consulting, or other services provided. The Partnerships receive Net Profits and Royalty Interests distributions on a monthly basis from affiliated partnerships -11- managed by the General Partner. These distributions are reflected as Revenue, "Net Profits and Royalty Interests in Oil and Gas Sales", in the accompanying statements of operations. The Net Profits and Royalty Interests Receivable represents amounts due from these affiliated partnerships. -12- Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL - ------- The Partnerships were formed for the purpose of acquiring net profits interests and royalty interests in producing oil and gas properties 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 in oil and gas properties 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 interest in the oil and gas properties. 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. 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. The Partnerships have fully invested their capital contributions. Net proceeds from operations less necessary operating capital are distributed to 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. Over the last several years, the domestic energy industry and the Partnerships have contended with volatile, but generally low, oil and gas prices. Over the last few years, the oil and gas market appears to have moved from periods of relative stability in supply and demand to excess supply or weakened demand. These trends have led to the volatility in pricing and demand noted over the past years. While the General Partner cannot predict future pricing trends, it believes the working capital available as of September 30, 1996 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations of the Partnerships. -13- During the nine months ended September 30, 1996 the Partnerships sold their interests in several oil and gas properties located in Oklahoma, Texas, and New Mexico. Proceeds from such sales totalled $368,790 for the P-7 Partnership and $189,892 for the P- 8 Partnership. Such proceeds will be included in the determination of the amount of the cash distributions to be paid to the Limited Partners of the Partnerships during November 1996. RESULTS OF OPERATIONS - --------------------- P-7 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three Months Ended September 30, -------------------------------- 1996 1995 -------- -------- Net profits and royalty interests in oil and gas sales $551,939 $433,605 Barrels produced 29,406 33,608 Mcf produced 202,442 227,833 Average price/Bbl $ 21.38 $ 16.73 Average price/Mcf $ 1.68 $ 1.31 As shown in the table above, total net profits and royalty interests in oil and gas sales increased $118,334 (27.3%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $240,575 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $132,496 decrease related to the decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 4,202 barrels and 25,391 Mcf, respectively, for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Average oil and natural gas prices increased to $21.38 per barrel and $1.68 per Mcf, respectively, for the three months ended September 30, 1996 from $16.73 per barrel and $1.31 per Mcf, respectively, for the three months ended September 30, 1995. Depletion of net profits and royalty interests in oil and gas properties decreased $203,520 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease was primarily due to (i) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995, (ii) upward revisions of previous reserve estimates at December 31, 1995, and (iii) the decrease in the equivalent units of production sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of net profits and royalty interests in oil and gas sales, this expense decreased to 56.6% for the three months ended September 30, 1996 from 119.0% for the three months ended September 30, 1995. This percentage decrease was primarily due to the impairment provision and reserve revisions discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. -14- General and administrative expenses remained relatively constant for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of net profits and royalty interests in oil and gas sales, these expenses decreased to 9.7% for the three months ended September 30, 1996 from 12.6% for the three months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine Months Ended September 30, ------------------------------- 1996 1995 -------- ---------- Net profits and royalty interests in oil and gas sales $1,571,191 $1,352,152 Barrels produced 99,986 101,850 Mcf produced 552,872 713,747 Average price/Bbl $ 19.65 $ 16.80 Average price/Mcf $ 1.82 $ 1.36 As shown in the table above, total net profits and royalty interests in oil and gas sales increased $219,039 (16.2%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of the increase, $618,597 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $329,421 decrease related to the decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 1,864 barrels and 160,875 Mcf, respectively, for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The decrease in the volumes of natural gas sold resulted primarily from (i) the normal declines in production due to diminished natural gas reserves on several wells during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, (ii) negative gas balancing adjustments made by the operator on two wells during the nine months ended September 30, 1996, and (iii) the shutting-in of another well due to a recompletion performed during the nine months ended September 30, 1996. Average oil and natural gas prices increased to $19.65 per barrel and $1.82 per Mcf, respectively, for the nine months ended September 30, 1996 from $16.80 per barrel and $1.36 per Mcf, respectively, for the nine months ended September 30, 1995. Depletion of net profits and royalty interests in oil and gas properties decreased $640,978 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease was primarily due to (i) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995, (ii) upward revisions of previous reserve estimates at December 31, 1995, and (iii) the decrease in the equivalent units of production sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of net profits and royalty interests in oil and gas sales, this expense decreased to 60.5% for the -15- nine months ended September 30, 1996 from 117.7% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the impairment provision and reserve revisions discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. General and administrative expenses decreased $12,282 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease was primarily due to a decrease in professional fees, printing and postage expenses, and filing fees during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of net profits and royalty interests in oil and gas sales, these expenses decreased to 10.9% for the nine months ended September 30, 1996 from 13.6% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Cumulative cash distributions to the Limited Partners through September 30, 1996 were $6,686,916 or 35.44% of Limited Partners' capital contributions. P-8 PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three Months Ended September 30, -------------------------------- 1996 1995 -------- -------- Net profits and royalty interests in oil and gas sales $339,114 $248,394 Barrels produced 16,657 19,397 Mcf produced 142,883 180,017 Average price/Bbl $ 21.35 $ 16.69 Average price/Mcf $ 1.67 $ 1.34 As shown in the table above, total net profits and royalty interests in oil and gas sales increased $90,720 (36.5%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $149,796 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $120,513 decrease related to the decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 2,740 barrels and 37,137 Mcf, respectively, for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The decrease in the volumes of natural gas sold resulted primarily from (i) the normal declines in production due to diminished natural gas reserves on several wells during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995 and (ii) a negative prior period adjustment made by the purchaser on one well during 1996. Average oil and natural gas prices increased to $21.35 per barrel and $1.67 per Mcf, respectively, for the three months ended September 30, 1996 from $16.69 per barrel and $1.34 per Mcf, respectively, for the three months ended September 30, 1995. -16- Depletion of net profits and royalty interests in oil and gas properties decreased $209,337 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease was primarily due to (i) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995, (ii) upward revisions of previous reserve estimates at December 31, 1995, and (iii) the decrease in the equivalent units of production sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of net profits and royalty interests in oil and gas sales, this expense decreased to 57.3% for the three months ended September 30, 1996 from 162.5% for the three months ended September 30, 1995. This percentage decrease was primarily due to the impairment provision and reserve revisions discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses remained relatively constant for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of net profits and royalty interests in oil and gas sales, these expenses decreased to 9.8% for the three months ended September 30, 1996 from 13.4% for the three months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine Months Ended September 30, ------------------------------- 1996 1995 -------- -------- Net profits and royalty interests in oil and gas sales $968,193 $925,221 Barrels produced 58,515 60,560 Mcf produced 357,877 527,928 Average price/Bbl $ 19.62 $ 16.77 Average price/Mcf $ 1.90 $ 1.37 As shown in the table above, total net profits and royalty interests in oil and gas sales increased $42,972 (4.6%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $452,398 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $363,220 decrease related to the decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 2,045 barrels and 170,051 Mcf, respectively, for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The decrease in the volumes of natural gas sold resulted primarily from (i) the normal declines in production due to diminished natural gas reserves on several wells during the nine months ended September 30, 1996 as compared to the nine months ended -17- September 30, 1995, (ii) negative gas balancing adjustments made by the operator on two wells during the nine months ended September 30, 1996, and (iii) a negative prior period volume adjustment made by the purchaser on one well during the nine months ended September 30, 1996. Average oil and natural gas prices increased to $19.62 per barrel and $1.90 per Mcf, respectively, for the nine months ended September 30, 1996 from $16.77 per barrel and $1.37 per Mcf, respectively, for the nine months ended September 30, 1995. Depletion of net profits and royalty interests in oil and gas properties decreased $646,464 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease was primarily due to (i) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995, (ii) upward revisions of previous reserve estimates at December 31, 1995, and (iii) the decrease in the equivalent units of production sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of net profits and royalty interests in oil and gas sales, this expense decreased to 58.6% for the nine months ended September 30, 1996 from 131.2% for the nine months ended September 30, 1995. This decrease was primarily due to the impairment provision and reserve revisions discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. General and administrative expenses decreased $5,931 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease was primarily due to a decrease in professional fees, printing and postage expenses, and filing fees during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of net profits and royalty interests in oil and gas sales, these expenses remained relatively constant at 10.9% for the nine months ended September 30, 1996 as compared to 12.0% for the nine months ended September 30, 1995. Cumulative cash distributions to the Limited Partners through September 30, 1996 were $4,071,583 or 35.05% of Limited Partners' capital contributions. -18- PART II: OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 27.1 Financial Data Schedule containing summary financial information extracted from the P-7 Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the P-8 Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K: Current Reports on Form 8-K filed during third quarter of 1996: Date of event: July 1, 1996 Date filed with SEC: July 8, 1996 Item Included: Item 5 - Other Events Date of event: July 17, 1996 Date filed with SEC: July 31, 1996 Item Included: Item 5 - Other Events -19- 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 12, 1996 By: /s/Dennis R. Neill ------------------------------- (Signature) Dennis R. Neill President Date: November 12, 1996 By: /s/Patrick M. Hall ------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer -20- INDEX TO EXHIBITS ----------------- NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-7's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Institutional/Pension Energy Income Limited Partnership P-8's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. All other exhibits are omitted as inapplicable.