GEODYNE INSTITUTIONAL PENSION ENERGY INC LTD PARTNERSHIP P-8
10-Q, 2000-11-13
CRUDE PETROLEUM & NATURAL GAS
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                       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, 2000


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
                            ------                    ------




                                      -1-
<PAGE>




                        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,
                                                  2000             1999
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  875,855       $  353,416
   Accounts receivable:
      Net Profits                                 653,168          396,241
                                               ----------       ----------
        Total current assets                   $1,529,023       $  749,657

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                2,239,624        2,253,572
                                               ----------       ----------
                                               $3,768,647       $3,003,229
                                               ==========       ==========

                         PARTNERS' CAPITAL (DEFICIT)


PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($  108,294)     ($  119,327)
   Limited Partners, issued and
      outstanding, 188,702 units                3,876,941        3,122,556
                                               ----------       ----------
        Total Partners' capital                $3,768,647       $3,003,229
                                               ==========       ==========





            The accompanying condensed notes are an integral part of
                           these financial statements.



                                      -2-
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


                                                 2000               1999
                                              ----------          --------

REVENUES:
   Net Profits                                $  661,848          $534,506
   Interest income                                10,588             1,903
   Gain on sale of Net Profits
      Interests                                  353,794                 -
                                              ----------          --------
                                              $1,026,230          $536,409

COSTS AND EXPENSES:
   Depletion of Net Profits
      Interests                               $   55,579          $116,389
   General and administrative
      (Note 2)                                    53,966            52,211
                                              ----------          --------
                                              $  109,545          $168,600
                                              ----------          --------

NET INCOME                                    $  916,685          $367,809
                                              ==========          ========
GENERAL PARTNER - NET INCOME                  $   47,528          $ 22,951
                                              ==========          ========
LIMITED PARTNERS - NET INCOME                 $  869,157          $344,858
                                              ==========          ========
NET INCOME per unit                           $     4.60          $   1.83
                                              ==========          ========
UNITS OUTSTANDING                                188,702           188,702
                                              ==========          ========





            The accompanying condensed notes are an integral part of
                           these financial statements.



                                      -3-
<PAGE>



     GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


                                                 2000              1999
                                              ----------        ----------

REVENUES:
   Net Profits                                $2,123,416        $1,037,969
   Interest income                                19,741             3,673
   Gain on sale of Net Profits
      Interests                                  391,062             1,263
                                              ----------        ----------
                                              $2,534,219        $1,042,905

COSTS AND EXPENSES:
   Depletion of Net Profits
      Interests                               $  194,662        $  328,565
   General and administrative
      (Note 2)                                   173,047           172,344
                                              ----------        ----------
                                              $  367,709        $  500,909
                                              ----------        ----------

NET INCOME                                    $2,166,510        $  541,996
                                              ==========        ==========
GENERAL PARTNER - NET INCOME                  $  115,125        $   40,059
                                              ==========        ==========
LIMITED PARTNERS - NET INCOME                 $2,051,385        $  501,937
                                              ==========        ==========
NET INCOME per unit                           $    10.87        $     2.66
                                              ==========        ==========
UNITS OUTSTANDING                                188,702           188,702
                                              ==========        ==========






            The accompanying condensed notes are an integral part of
                           these financial statements.



                                      -4-
<PAGE>



     GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


                                                 2000               1999
                                              -----------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $2,166,510          $541,996
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depletion of Net Profits
        Interests                                194,662           328,565
      Gain on sale of Net Profits
        Interests                            (   391,062)        (   1,263)
      Increase in accounts receivable -
        Net Profits                          (   256,927)        ( 238,521)
                                              ----------          --------
Net cash provided by operating
   activities                                 $1,713,183          $630,777
                                              ----------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($  185,525)        ($ 67,420)
   Proceeds from sale of Net Profits
      Interests                                  395,873             1,263
                                              ----------          --------
Net cash provided (used) by investing
   activities                                 $  210,348         ($ 66,157)
                                              ----------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($1,401,092)        ($437,083)
                                              ----------          --------
Net cash used by financing activities        ($1,401,092)        ($437,083)
                                              ----------          --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                $  522,439          $127,537

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           353,416           222,925
                                              ----------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  875,855          $350,462
                                              ==========          ========



            The accompanying condensed notes are an integral part of
                           these financial statements.



                                      -5-
<PAGE>



     GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
                                 BALANCE SHEETS
                                   (Unaudited)


                                     ASSETS


                                             September 30,      December 31,
                                                  2000              1999
                                             -------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  584,691        $  291,963
   Accounts receivable:
      Net Profits                                 397,677           239,592
                                               ----------        ----------
        Total current assets                   $  982,368        $  531,555

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                1,310,058         1,313,803
                                               ----------        ----------
                                               $2,292,426        $1,845,358
                                               ==========        ==========



                         PARTNERS' CAPITAL (DEFICIT)


PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   48,102)      ($   55,053)
   Limited Partners, issued and
      outstanding, 116,168 units                2,340,528         1,900,411
                                               ----------        ----------
        Total Partners' capital                $2,292,426        $1,845,358
                                               ==========        ==========




            The accompanying condensed notes are an integral part of
                           these financial statements.



                                      -6-
<PAGE>



     GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


                                                  2000              1999
                                               ---------         ---------

REVENUES:
   Net Profits                                  $434,550          $342,490
   Interest income                                 7,092             1,843
   Gain on sale of Net Profits
      Interests                                  181,260                 -
                                                --------          --------
                                                $622,902          $344,333

COSTS AND EXPENSES:
   Depletion of Net Profits
      Interests                                 $ 33,729          $ 64,170
   General and administrative
      (Note 2)                                    33,463            32,146
                                                --------          --------
                                                $ 67,192          $ 96,316
                                                --------          --------

NET INCOME                                      $555,710          $248,017
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $ 28,780          $ 14,875
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $526,930          $233,142
                                                ========          ========
NET INCOME per unit                             $   4.53          $   2.00
                                                ========          ========
UNITS OUTSTANDING                                116,168           116,168
                                                ========          ========



            The accompanying condensed notes are an integral part of
                           these financial statements.



                                      -7-
<PAGE>



     GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


                                                  2000              1999
                                               -----------       ---------

REVENUES:
   Net Profits                                  $1,360,487        $698,140
   Interest income                                  14,584           4,100
   Gain on sale of Net Profits
      Interests                                    202,690             678
                                                ----------        --------
                                                $1,577,761        $702,918

COSTS AND EXPENSES:
   Depletion of Net Profits
      Interests                                 $  114,051        $185,291
   General and administrative
      (Note 2)                                     106,921         106,192
                                                ----------        --------
                                                $  220,972        $291,483
                                                ----------        --------

NET INCOME                                      $1,356,789        $411,435
                                                ==========        ========
GENERAL PARTNER - NET INCOME                    $   71,672        $ 27,778
                                                ==========        ========
LIMITED PARTNERS - NET INCOME                   $1,285,117        $383,657
                                                ==========        ========
NET INCOME per unit                             $    11.06        $   3.30
                                                ==========        ========
UNITS OUTSTANDING                                  116,168         116,168
                                                ==========        ========



            The accompanying condensed notes are an integral part of
                           these financial statements.



                                      -8-
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


                                                  2000            1999
                                              ----------        --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $1,356,789        $411,435
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depletion of Net Profits
        Interests                                114,051         185,291
      Gain on sale of Net Profits
        Interests                            (   202,690)      (     678)
      Increase in accounts receivable -
        Net Profits                          (   158,085)      ( 153,115)
                                              ----------        --------
Net cash provided by operating
   activities                                 $1,110,065        $442,933
                                              ----------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                      ($  112,490)      ($ 51,235)
   Proceeds from sale of Net Profits
      Interests                                  204,874             678
                                              ----------        --------
Net cash provided (used) by investing
   activities                                 $   92,384       ($ 50,557)
                                              ----------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($  909,721)      ($298,069)
                                              ----------        --------
Net cash used by financing activities        ($  909,721)      ($298,069)
                                              ----------        --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                $  292,728        $ 94,307

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           291,963         180,865
                                              ----------        --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                              $  584,691        $275,172
                                              ==========        ========



            The accompanying condensed notes are an integral part of
                           these financial statements.



                                      -9-
<PAGE>



 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
                 CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)


1.    ACCOUNTING POLICIES
      -------------------

      The balance sheets as of September 30, 2000,  statements of operations for
      the  three  and  nine  months  ended  September  30,  2000 and  1999,  and
      statements of cash flows for the nine months ended  September 30, 2000 and
      1999 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, 2000,  the results of  operations  for the three and nine
      months ended  September 30, 2000 and 1999, and the cash flows for the nine
      months ended September 30, 2000 and 1999.

      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, 1999. The
      results of  operations  for the period  ended  September  30, 2000 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-
<PAGE>



      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. Impairment of Net Profits Interests is recognized based upon
      an individual property assessment.

      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, net of estimated salvage value.

      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.


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, 2000 the following  payments were made to the General
      Partner or its affiliates by the Partnerships:





                                      -11-
<PAGE>



                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               P-7                   $4,307                  $49,659
               P-8                    2,893                   30,570

      During the nine months ended  September  30, 2000 the  following  payments
      were made to the General Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               P-7                  $24,070                 $148,977
               P-8                   15,211                   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.






                                      -12-
<PAGE>



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



                                      -13-
<PAGE>



      are distributed to the Limited  Partners and General Partner in accordance
      with the terms of the Partnerships' Partnership Agreements.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      The Partnerships began operations and investors were assigned their rights
      as Limited Partners,  having made capital contributions in the amounts and
      on the dates set forth below:

                                                            Limited
                                     Date of             Partner Capital
               Partnership         Activation             Contributions
               -----------      ------------------       ---------------

                  P-7           February 28, 1992          $18,870,200
                  P-8           February 28, 1992          $11,616,800

      In general,  the amount of funds  available for  acquisition  of producing
      properties was equal to the capital contributions of the Limited Partners,
      less 15% for sales  commissions and  organization and management fees. All
      of the Partnerships have fully invested their capital contributions.

      Net proceeds from the  Partnerships'  Net Profits Interests less necessary
      operating  capital are distributed to the Limited  Partners on a quarterly
      basis.  Revenues and net proceeds of a Partnership  are largely  dependent
      upon the volumes of oil and gas sold and the prices  received for such oil
      and gas. While the General  Partner cannot predict future pricing  trends,
      it believes the working capital available as of September 30, 2000 and the
      net revenue  generated  from future  operations  will  provide  sufficient
      working capital to meet current and future obligations.

      The P-7 and P-8 Partnerships' Statements of Cash Flows for the nine months
      ended September 30, 2000 include proceeds from the sale of certain oil and
      gas  properties  during the third quarter of 2000.  These proceeds will be
      included in the  Partnerships'  cash  distributions to be paid in November
      2000.

      Occasional  expenditures for new wells or well  recompletion or workovers,
      however,  may reduce or eliminate cash available for particular  quarterly
      cash  distribution.  During the nine  months  ended  September  30,  2000,
      capital expenditures for the P-7 and P-8 Partnerships totaled $185,525 and
      $112,490,  respectively. These expenditures were primarily due to drilling
      activities in a large  unitized  property,  the North Riley Unit in Gaines
      County, Texas, in which the P-7 and P-8 Partnerships own interests of 2.0%
      and 1.2%, respectively.



                                      -14-
<PAGE>



RESULTS OF OPERATIONS
---------------------

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis  of results of  operations  provided  below.  The most  important
      variables affecting the Partnerships' revenues are the prices received for
      the  sale of oil and gas and  the  volumes  of oil and gas  produced.  The
      Partnerships'  production  is mainly  natural  gas,  so such  pricing  and
      volumes are the most significant factors.

      Due to the volatility of oil and gas prices,  forecasting future prices is
      subject to great  uncertainty  and  inaccuracy.  Substantially  all of the
      Partnerships' gas reserves are being sold in the "spot market".  Prices on
      the  spot  market  are  subject  to wide  seasonal  and  regional  pricing
      fluctuations due to the highly competitive nature of the spot market. Such
      spot market sales are  generally  short-term  in nature and are  dependent
      upon the  obtaining  of  transportation  services  provided by  pipelines.
      However,  oil and gas are  depleting  assets,  so it can be expected  that
      production  levels  will  decline  over time.  Recent gas prices have been
      significantly  higher than the Partnerships'  historical average.  This is
      attributable to the higher prices for crude oil, a substitute fuel in some
      markets,  and reduced production due to lower capital  investments in 1998
      and 1999.

      P-7 PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Three Months Ended September 30,
                                              --------------------------------
                                                    2000             1999
                                                  --------         --------
      Net Profits                                 $661,848         $534,506
      Barrels produced                              19,767           28,999
      Mcf produced                                  99,354          127,013
      Average price/Bbl                           $  29.15         $  17.45
      Average price/Mcf                           $   3.39         $   2.22

      As shown in the table above,  total Net Profits increased $127,342 (23.8%)
      for the three  months  ended  September  30, 2000 as compared to the three
      months ended September 30, 1999. Of this increase,  approximately $231,000
      and  $116,000,  respectively,  were  related to  increases  in the average
      prices of oil and gas  sold.  These  increases  were  partially  offset by
      decreases of approximately $161,000 and $61,000, respectively,  related to
      decreases  in  volumes  of oil and gas sold.  Volumes  of oil and gas sold
      decreased



                                      -15-
<PAGE>



      9,232  barrels and 27,659 Mcf,  respectively,  for the three  months ended
      September  30, 2000 as compared to the three  months ended  September  30,
      1999.  The  decrease  in  volumes of oil sold was  primarily  due to (i) a
      positive  prior  period  volume  adjustment  made by the  purchaser on one
      significant well during the three months ended September 30, 1999 and (ii)
      normal  declines in  production.  The  decrease in volumes of gas sold was
      primarily due to (i) normal declines in production,  (ii) a negative prior
      period volume  adjustment  made by the purchaser on one  significant  well
      during  the three  months  ended  September  30,  2000,  and (iii) the P-7
      Partnership  receiving  an  increased  percentage  of  sales  due  to  gas
      balancing on one significant  well during the three months ended September
      30,  1999.  Average oil and gas prices  increased to $29.15 per barrel and
      $3.39 per Mcf, respectively, for the three months ended September 30, 2000
      from  $17.45  per barrel  and $2.22 per Mcf,  respectively,  for the three
      months ended September 30, 1999.

      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, 2000 and  recognized a $353,794 gain on such sales.  No such
      sales occurred during the three months ended September 30, 1999.

      Depletion of Net Profits Interests decreased $60,810 (52.2%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September  30,  1999.  This  decrease  was  primarily  due to  (i)  upward
      revisions in the  estimates of remaining  oil and gas reserves at December
      31,  1999 and (ii) the  decreases  in  volumes  of oil and gas sold.  As a
      percentage  of Net Profits,  this expense  decreased to 8.4% for the three
      months  ended  September  30, 2000 from 21.8% for the three  months  ended
      September  30, 1999.  This  percentage  decrease was  primarily due to the
      increases in the average prices of oil and gas sold.

      General and administrative  expenses increased $1,755 (3.4%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September  30,  1999.  As a  percentage  of Net  Profits,  these  expenses
      decreased to 8.2% for the three months ended  September 30, 2000 from 9.8%
      for the three months ended September 30, 1999.  This  percentage  decrease
      was primarily due to the increase in Net Profits.




                                      -16-
<PAGE>




      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                               Nine Months Ended September 30,
                                               ------------------------------
                                                     2000           1999
                                                  ----------     ----------
      Net Profits                                 $2,123,416     $1,037,969
      Barrels produced                                71,495         80,679
      Mcf produced                                   334,408        365,662
      Average price/Bbl                           $    28.50     $    14.57
      Average price/Mcf                           $     3.03     $     1.85

      As shown in the  table  above,  total  Net  Profits  increased  $1,085,447
      (104.6%) for the nine months ended  September  30, 2000 as compared to the
      nine months ended  September  30, 1999.  Of this  increase,  approximately
      $996,000  and  $395,000,  respectively,  were  related to increases in the
      average prices of oil and gas sold.  These increases were partially offset
      by  decreases  of  approximately  (i)  $134,000  related to a decrease  in
      volumes of gas sold and (ii) $114,000 related to an increase in production
      expenses.  Volumes of oil and gas sold decreased  9,184 barrels and 31,254
      Mcf,  respectively,  for the  nine  months  ended  September  30,  2000 as
      compared to the nine months  ended  September  30,  1999.  The decrease in
      volumes  of oil sold was  primarily  due to (i) a  positive  prior  period
      volume adjustment made by the purchaser on one significant well during the
      nine  months  ended  September  30,  1999  and  (ii)  normal  declines  in
      production.  The increase in production  expenses was primarily due to (i)
      an increase in production  taxes  associated with the increases in average
      prices of oil and gas sold,  (ii) an  increase  in repair and  maintenance
      expenses  incurred on one  significant  well during the nine months  ended
      September 30, 2000, and (iii) an increase in workover expenses incurred on
      two  significant  wells during the nine months ended September 30, 2000 in
      order to improve  the  recovery  of  reserves.  Average oil and gas prices
      increased  to $28.50 per barrel and $3.03 per Mcf,  respectively,  for the
      nine months ended  September 30, 2000 from $14.57 per barrel and $1.85 per
      Mcf, respectively, for the nine months ended September 30, 1999.

      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, 2000 and  recognized a $391,062  gain on such sales.  Sales of oil and
      gas properties during the nine months ended September 30, 1999 resulted in
      the P-7 Partnership recognizing similar gains totaling $1,263.




                                      -17-
<PAGE>




      Depletion of Net Profits Interests decreased $133,903 (40.8%) for the nine
      months  ended  September  30, 2000 as  compared  to the nine months  ended
      September 30, 1999. This decrease was primarily due to upward revisions in
      the estimates of remaining oil and gas reserves at December 31, 1999. As a
      percentage  of Net Profits,  this  expense  decreased to 9.2% for the nine
      months  ended  September  30,  2000 from 31.7% for the nine  months  ended
      September  30, 1999.  This  percentage  decrease was  primarily due to the
      increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 2000 as compared to the nine months ended
      September  30,  1999.  As a  percentage  of Net  Profits,  these  expenses
      decreased to 8.1% for the nine months ended  September 30, 2000 from 16.6%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increase in Net Profits.

      Cumulative cash  distributions to the Limited  Partners through  September
      30,  2000 were  $12,899,916  or 68.36% of the  Limited  Partner's  capital
      contributions.

      P-8 PARTNERSHIP

      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Three Months Ended September 30,
                                              --------------------------------
                                                    2000             1999
                                                  --------         --------
      Net Profits                                 $434,550         $342,490
      Barrels produced                              11,757           16,963
      Mcf produced                                  77,180           91,695
      Average price/Bbl                           $  29.12         $  17.57
      Average price/Mcf                           $   3.36         $   2.20

      As shown in the table above,  total Net Profits  increased $92,060 (26.9%)
      for the three  months  ended  September  30, 2000 as compared to the three
      months ended September 30, 1999. Of this increase,  approximately $136,000
      and $90,000, respectively, were related to increases in the average prices
      of oil and gas sold. These increases were partially offset by decreases of
      approximately $91,000 and $32,000,  respectively,  related to decreases in
      volumes of oil and gas sold.  Volumes of oil and gas sold decreased  5,206
      barrels and 14,515 Mcf, respectively, for the three months ended September
      30, 2000 as compared to the three months  ended  September  30, 1999.  The
      decrease in volumes of oil sold was primarily due to (i) a positive  prior
      period volume  adjustment  made by the purchaser on one  significant  well
      during the three months ended September 30, 1999 and (ii)



                                      -18-
<PAGE>



      normal  declines in  production.  The  decrease in volumes of gas sold was
      primarily due to (i) normal declines in production,  (ii) a negative prior
      period volume  adjustment  made by the purchaser on one  significant  well
      during  the three  months  ended  September  30,  2000,  and (iii) the P-8
      Partnership  receiving  an  increased  percentage  of  sales  due  to  gas
      balancing on one significant  well during the three months ended September
      30,  1999.  Average oil and gas prices  increased to $29.12 per barrel and
      $3.36 per Mcf, respectively, for the three months ended September 30, 2000
      from  $17.57  per barrel  and $2.20 per Mcf,  respectively,  for the three
      months ended September 30, 1999.

      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, 2000 and  recognized a $181,260 gain on such sales.  No such
      sales occurred during the three months ended September 30, 1999.

      Depletion of Net Profits Interests decreased $30,441 (47.4%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September  30,  1999.  This  decrease  was  primarily  due to  (i)  upward
      revisions in the  estimates of remaining  oil and gas reserves at December
      31,  1999 and (ii) the  decreases  in  volumes  of oil and gas sold.  As a
      percentage  of Net Profits,  this expense  decreased to 7.8% for the three
      months  ended  September  30, 2000 from 18.7% for the three  months  ended
      September  30, 1999.  This  percentage  decrease was  primarily due to the
      increases in the average prices of oil and gas sold.

      General and administrative  expenses increased $1,317 (4.1%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September  30,  1999.  As a  percentage  of Net  Profits,  these  expenses
      decreased to 7.7% for the three months ended  September 30, 2000 from 9.4%
      for the three months ended September 30, 1999.  This  percentage  decrease
      was primarily due to the increase in Net Profits.




                                      -19-
<PAGE>




      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                     2000            1999
                                                  ----------       --------
      Net Profits                                 $1,360,487       $698,140
      Barrels produced                                42,342         47,767
      Mcf produced                                   245,444        272,062
      Average price/Bbl                           $    28.45       $  14.57
      Average price/Mcf                           $     3.03       $   1.87

      As shown in the table above,  total Net Profits increased $662,347 (94.9%)
      for the nine  months  ended  September  30,  2000 as  compared to the nine
      months ended September 30, 1999. Of this increase,  approximately $588,000
      and  $285,000,  respectively,  were  related to  increases  in the average
      prices of oil and gas  sold.  These  increases  were  partially  offset by
      decreases of approximately (i) $79,000 related to a decrease in volumes of
      gas sold and (ii) $81,000  related to an increase in production  expenses.
      Volumes  of oil and gas sold  decreased  5,425  barrels  and  26,618  Mcf,
      respectively,  for the nine months ended September 30, 2000 as compared to
      the nine months ended  September 30, 1999.  The decrease in volumes of oil
      sold was  primarily due to (i) a positive  prior period volume  adjustment
      made by the purchaser on one significant well during the nine months ended
      September 30, 1999 and (ii) normal declines in production. The increase in
      production  expenses was  primarily  due to (i) an increase in  production
      taxes associated with the increases in average prices of oil and gas sold,
      (ii) an increase in workover  expenses  incurred on one  significant  well
      during the nine months  ended  September  30, 2000 in order to improve the
      recovery of reserves,  and (iii) repair and maintenance  expenses incurred
      on two significant  wells during the nine months ended September 30, 2000.
      Average  oil and gas prices  increased  to $28.45 per barrel and $3.03 per
      Mcf,  respectively,  for the nine  months  ended  September  30, 2000 from
      $14.57  per barrel and $1.87 per Mcf,  respectively,  for the nine  months
      ended September 30, 1999.

      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, 2000 and  recognized a $202,690  gain on such sales.  Sales of oil and
      gas properties during the nine months ended September 30, 1999 resulted in
      the P-8 Partnership recognizing similar gains totaling $678.




                                      -20-
<PAGE>




      Depletion of Net Profits Interests  decreased $71,240 (38.4%) for the nine
      months  ended  September  30, 2000 as  compared  to the nine months  ended
      September 30, 1999. This decrease was primarily due to upward revisions in
      the estimates of remaining oil and gas reserves at December 31, 1999. As a
      percentage  of Net Profits,  this  expense  decreased to 8.4% for the nine
      months  ended  September  30,  2000 from 26.5% for the nine  months  ended
      September  30, 1999.  This  percentage  decrease was  primarily due to the
      increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant for the
      nine months ended  September 30, 2000 as compared to the nine months ended
      September  30,  1999.  As a  percentage  of Net  Profits,  these  expenses
      decreased to 7.9% for the nine months ended  September 30, 2000 from 15.2%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increase in Net Profits.

      Cumulative cash  distributions to the Limited  Partners through  September
      30,  2000  were  $8,112,583  or 69.83% of the  Limited  Partner's  capital
      contributions.



                                      -21-
<PAGE>



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.

            The Partnerships do not hold any market risk sensitive instruments.




                                      -22-
<PAGE>



                          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, 2000 and for the nine months ended  September 30, 2000,
          filed herewith.

     27.2 Financial  Data  Schedule  containing  summary  financial  information
          extracted  from  the  P-8  Partnership's  financial  statements  as of
          September  30, 2000 and for the nine months ended  September 30, 2000,
          filed herewith.

          All other exhibits are omitted as inapplicable.

(b)  Reports on Form 8-K.

          None.



                                      -23-
<PAGE>



                                   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, 2000            By:       /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  November 13, 2000            By:      /s/Patrick M. Hall
                                       --------------------------------
                                            (Signature)
                                            Patrick M. Hall
                                            Principal Accounting Officer



                                      -24-
<PAGE>



                                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,
            2000  and for the  nine  months  ended  September  30,  2000,  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,
            2000  and for the  nine  months  ended  September  30,  2000,  filed
            herewith.

            All other exhibits are omitted as inapplicable.




                                      -25-


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