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EX-32.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 - Mewbourne Energy Partners 10-A, L.P.d347743dex321.htm
EX-31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002 - Mewbourne Energy Partners 10-A, L.P.d347743dex312.htm
EX-32.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 - Mewbourne Energy Partners 10-A, L.P.d347743dex322.htm
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File No. 000-54370

 

 

MEWBOURNE ENERGY PARTNERS 10-A, L.P.

 

 

 

Delaware   27-1903816
(State or jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)

 

3901 South Broadway, Tyler, Texas   75701
(Address of principal executive offices)   ( Zip code)

Registrant’s Telephone Number, including area code: (903) 561-2900

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   x

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

 

 


Table of Contents

MEWBOURNE ENERGY PARTNERS 10-A, L.P.

INDEX

 

     Page No.  

Part 1 – Financial Information

  

Item 1. Financial Statements

  

Condensed Balance Sheets – March 31, 2012 (Unaudited) and December 31, 2011

     3   

Condensed Statements of Operations (Unaudited) – For the three months ended March  31, 2012 and 2011

     4   

Condensed Statements of Cash Flows (Unaudited) – For the three months ended March  31, 2012 and 2011

     5   

Condensed Statement of Changes In Partners’ Capital (Unaudited) – For the three months ended March 31, 2012

     6   

Notes to Condensed Financial Statements

     7   

Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     9   

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     11   

Item 4. Disclosure Controls and Procedures

     11   

Part II – Other Information

  

Item 1. Legal Proceedings

     12   

Item 6. Exhibits and Reports on Form 8-K

     12   

 

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Table of Contents

MEWBOURNE ENERGY PARTNERS 10-A, L.P.

Part I – Financial Information

Item  1. Financial Statements

CONDENSED BALANCE SHEETS

 

     March 31, 2012     December 31, 2011  
     (Unaudited)        

ASSETS

    

Cash

   $ 3,269,559      $ 3,088,905   

Accounts receivable, affiliate

     4,363,750        6,674,611   
  

 

 

   

 

 

 

Total current assets

     7,633,309        9,763,516   
  

 

 

   

 

 

 

Oil and gas properties at cost, full-cost method

     68,017,570        67,436,645   

Less accumulated depreciation, depletion,amortization and impairment

     (13,532,979     (11,331,072
  

 

 

   

 

 

 
     54,484,591        56,105,573   
  

 

 

   

 

 

 

Total assets

   $ 62,117,900      $ 65,869,089   
  

 

 

   

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

    

Accounts payable, affiliate

   $ 664,814      $ 347,971   
  

 

 

   

 

 

 

Total current liabilities

     664,814        347,971   
  

 

 

   

 

 

 

Asset retirement obligation

     705,654        694,291   

Partners’ capital

    

General partners

     —          60,226,787   

Limited partners

     60,747,432        4,600,040   
  

 

 

   

 

 

 

Total partners’ capital

     60,747,432        64,826,827   
  

 

 

   

 

 

 

Total liabilities and partners’ capital

   $ 62,117,900      $ 65,869,089   
  

 

 

   

 

 

 

The accompanying notes are an integral part of the financial statements.

 

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MEWBOURNE ENERGY PARTNERS 10-A, L.P.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

     For the Three Months Ended
March 31,
 
     2012      2011  

Revenues and other income:

     

Oil sales

   $ 5,023,526       $ 3,836,112   

Gas sales

     2,081,125         1,232,331   

Interest income

     216         9,649   
  

 

 

    

 

 

 

Total revenues and other income

     7,104,867         5,078,092   
  

 

 

    

 

 

 

Expenses:

     

Lease operating expense

     460,184         170,042   

Production taxes

     386,923         316,443   

Administrative and general expense

     377,886         33,565   

Depreciation, depletion, and amortization

     2,201,907         1,385,588   

Asset retirement obligation accretion

     7,361         2,970   
  

 

 

    

 

 

 

Total expenses

     3,434,261         1,908,608   
  

 

 

    

 

 

 

Net income

   $ 3,670,606       $ 3,169,484   
  

 

 

    

 

 

 

Allocation of net income:

     

General partners

   $ —         $ 2,944,581   
  

 

 

    

 

 

 

Limited partners

   $ 3,670,606       $ 224,903   
  

 

 

    

 

 

 

Basic and diluted net income per partner interest

     

(14,600 interests outstanding)

   $ 251.41       $ 217.09   
  

 

 

    

 

 

 

The accompanying notes are an integral part of the financial statements.

 

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Table of Contents

MEWBOURNE ENERGY PARTNERS 10-A, L.P.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     For the Three Months Ended
March 31,
 
     2012     2011  

Cash flows from operating activities:

    

Net income

   $ 3,670,606      $ 3,169,484   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation, depletion, and amortization

     2,201,907        1,385,588   

Asset retirement obligation accretion

     7,361        2,970   

Changes in operating assets and liabilities:

    

Accounts receivable, affiliate

     2,310,861        (3,291,724

Accounts payable, affiliate

     316,843        9,364,420   
  

 

 

   

 

 

 

Net cash provided by operating activities

     8,507,578        10,630,738   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchase and development of oil and gas properties

     (576,923     (15,366,126
  

 

 

   

 

 

 

Net cash used in investing activities

     (576,923     (15,366,126
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Cash distributions to partners

     (7,750,001     (1,300,000
  

 

 

   

 

 

 

Net cash used in financing activities

     (7,750,001     (1,300,000
  

 

 

   

 

 

 

Net increase (decrease) in cash

     180,654        (6,035,388

Cash, beginning of period

     3,088,905        51,109,051   
  

 

 

   

 

 

 

Cash, end of period

   $ 3,269,559      $ 45,073,663   
  

 

 

   

 

 

 

Supplemental Cash Flow Information:

    

Non-cash changes to net oil & gas properties related to asset retirement obligation liabilities

   $ 4,002      $ 219,016   
  

 

 

   

 

 

 

The accompanying notes are an integral part of the financial statements.

 

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MEWBOURNE ENERGY PARTNERS 10-A, L.P.

CONDENSED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

For the three months ended March 31, 2012

(Unaudited)

 

     General
Partners
    Limited
Partners
    Total
Partners’
Capital
 

Balance at December 31, 2011

   $ 60,226,787      $ 4,600,040      $ 64,826,827   

Conversion of general partner interests to limited partner interests

     (60,226,787     60,226,787        —     

Cash distributions

     —          (7,750,001     (7,750,001

Net income

     —          3,670,606        3,670,606   
  

 

 

   

 

 

   

 

 

 

Balance at December 31, 2012

   $ —        $ 60,747,432      $ 60,747,432   
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the financial statements.

 

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MEWBOURNE ENERGY PARTNERS 10-A, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business

Mewbourne Energy Partners 10-A, L.P., (the “Registrant” or the “Partnership”), a Delaware limited partnership engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico, was organized on February 9, 2010. The offering of limited and general partner interests began May 1, 2010 as a part of a private placement pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder, and concluded August 2, 2010, with total investor contributions of $73,000,000 originally being sold to accredited investors of which $67,820,000 were sold to accredited investors as general partner interests and $5,180,000 were sold to accredited investors as limited partner interests. During the first quarter of 2012, all general partner equity interests were converted to limited partner equity interests. In accordance with the laws of the State of Delaware, Mewbourne Development Corporation (“MD”), a Delaware Corporation, has been appointed as the Partnership’s managing general partner. MD has no significant equity interest in the Partnership.

2. Summary of Significant Accounting Policies

Reference is hereby made to the Registrant’s Annual Report on Form 10-K for 2011, which contains a summary of significant accounting policies followed by the Partnership in the preparation of its financial statements. These policies are also followed in preparing the quarterly report included herein.

In the opinion of management, the accompanying unaudited financial statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position, results of operations, cash flows and partners’ capital for the periods presented. The results of operations for the interim periods are not necessarily indicative of the final results expected for the full year.

3. Accounting for Oil and Gas Producing Activities

The Partnership follows the full-cost method of accounting for its oil and gas activities. Under the full-cost method, all productive and non-productive costs incurred in the acquisition, exploration and development of oil and gas properties are capitalized. Depreciation, depletion and amortization of oil and gas properties subject to amortization is computed on the units-of-production method based on the proved reserves underlying the oil and gas properties. At March 31, 2012 all capitalized costs were subject to amortization, while at March 31, 2011 approximately $3.9 million of development in progress capitalized costs were excluded from amortization. Proceeds from the sale or other disposition of properties are credited to the full cost pool. Gains and losses on the sale or other disposition of properties are not recognized unless such adjustments would significantly alter the relationship between capitalized costs and the proved oil and gas reserves. Capitalized costs are subject to a quarterly ceiling test that limits such costs to the aggregate of the present value of future net cash flows of proved reserves and the lower of cost or fair value of unproved properties. There were no cost ceiling write-downs for the three months ended March 31, 2012 or 2011.

 

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4. Asset Retirement Obligations

The Partnership has recognized an estimated liability for future plugging and abandonment costs. A liability for the estimated fair value of the future plugging and abandonment costs is recorded with a corresponding increase in the full cost pool at the time a new well is drilled. Depreciation expense associated with estimated plugging and abandonment costs is recognized in accordance with the full cost methodology.

The Partnership estimates a liability for plugging and abandonment costs based on historical experience and estimated well life. The liability is discounted using the credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in well plugging and abandonment costs or well useful lives, or if federal or state regulators enact new well restoration requirements. The Partnership recognizes accretion expense in connection with the discounted liability over the remaining life of the well.

A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the three months ended March 31, 2012 and the year ended December 31, 2011 is as follows:

 

     March 31, 2012      December 31, 2011  

Balance, beginning of period

   $ 694,291       $ 89,972   

Liabilities incurred

     4,002         584,675   

Accretion expense

     7,361         19,644   
  

 

 

    

 

 

 

Balance, end of period

   $ 705,654       $ 694,291   
  

 

 

    

 

 

 

5. Related Party Transactions

In accordance with the laws of the State of Delaware, Mewbourne Development Corporation (“MD”), a Delaware Corporation, has been appointed as the Partnership’s managing general partner. MD has no significant equity interest in the Partnership. Mewbourne Oil Company (“MOC”) is operator of oil and gas properties owned by the Partnership. Mewbourne Holdings, Inc. is the parent of both MD and MOC. Substantially all transactions are with MD and MOC.

In the ordinary course of business, MOC will incur certain costs that will be passed on to owners of the well for which the costs were incurred. The Partnership will receive their portion of these costs based upon their ownership in each well incurring the costs. These costs are referred to as operator charges and are standard and customary in the oil and gas industry. Operator charges include recovery of gas marketing costs, fixed rate overhead, supervision, pumping, and equipment furnished by the operator, some of which will be included in the full cost pool pursuant to Rule 4-10(c)(2) of Regulation S-X. Services and operator charges are billed in accordance with the program and partnership agreements.

In consideration for services rendered by MD in managing the business of the Partnership, the Partnership during each of the initial three years of the Partnership will pay to MD a management fee in the amount equal to .75% of the subscriptions by the investor partners to the Partnership. The Partnership will include the management fee as part of the full cost pool pursuant to 4-10(c)(2) of Regulation S-X.

In accordance with the Partnership agreement, during any particular calendar year the total amount of administrative expenses allocated to the Partnership by MOC shall not exceed the greater of (a) 3.5% of the Partnership’s gross revenue from the sale of oil and natural gas production during each year (calculated without any deduction for operating costs or other costs and expenses) or (b) the sum of $50,000 plus .25% of the capital contributions of limited and general partners.

 

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The Partnership participates in oil and gas activities through the Program. The Partnership and MD are the parties to the Program, and the costs and revenues are allocated between them as follows:

 

     Partnership     MD  

Revenues:

    

Proceeds from disposition of depreciable and depletable properties

     75     25

All other revenues

     75     25

Costs and expenses:

    

Organization and offering costs (1)

     0     100

Lease acquisition costs (1)

     0     100

Tangible and intangible drilling costs (1)

     100     0

Reporting and legal expenses

     100     0

Operating costs, general and administrative expenses (except for reporting and legal expenses) and all other costs

     75     25

 

(1) Pursuant to the Program, MD must contribute 100% of organization and offering costs and lease acquisition costs which should approximate 15% of total capital costs. To the extent that organization and offering costs and lease acquisition costs are less than 15% of total capital costs, MD is responsible for tangible drilling costs until its share of the Program’s total capital costs reaches approximately 15%. The Partnership’s financial statements reflect its respective proportionate interest in the Program.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Mewbourne Energy Partners 10-A, L.P. (“the Partnership”) was formed February 9, 2010. The offering of limited and general partnership interests began May 1, 2010 and concluded August 2, 2010, with total investor contributions of $73,000,000. During 2012, all general partner equity interests were converted to limited partner equity interests.

The Registrant owns fractional working interests in developmental oil and gas prospects, which has resulted in participation in the drilling of oil and gas wells. At March 31, 2012, the Registrant owned working interests in 97 producing wells.

Future capital requirements and operations will be conducted with available funds generated from oil and gas activities. No bank borrowing is anticipated. The Partnership had net working capital of $6,968,495 at March 31, 2012.

During the three months ended March 31, 2012, the Partnership made cash distributions to the investor partners in the amount of $7,750,001 as compared to $1,300,000 for the three months ended March 31, 2011. The Partnership expects that cash distributions will continue during 2012 as additional oil and gas revenues are sufficient to produce cash flows from operations.

The sale of crude oil and natural gas produced by the Partnership will be affected by a number of factors that are beyond the Partnership’s control. These factors include the price of crude oil and natural gas, the fluctuating supply of and demand for these products, competitive fuels, refining, transportation, extensive federal and state regulations governing the production and sale of crude oil and natural gas, and other competitive conditions. It is impossible to predict with any certainty the future effect of these factors on the Partnership.

 

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Results of Operations

For the three months ended March 31, 2012 as compared to the three months ended March 31, 2011:

 

     Three Months Ended March 31,  
     2012      2011  

Oil sales

   $ 5,023,526       $ 3,836,112   

Barrels produced

     50,884         42,269   

Average price/bbl

   $ 98.73       $ 90.75   

Gas sales

   $ 2,081,125       $ 1,232,331   

Mcf produced

     388,637         188,488   

Average price/mcf

   $ 5.35       $ 6.54   

Oil and gas revenues. As shown in the above table, total oil and gas sales rose by $2,036,208, a 40.2% increase, for the three months ended March 31, 2012 as compared to the three months ended March 31, 2011.

Of this increase, $850,516 and $1,071,784 were due to increases in the volumes of oil and gas sold, respectively. Volumes rose by 8,615 barrels (bbls) and 200,149 thousand cubic feet (mcf) due to an increase in the number of producing wells.

Also contributing to the increased revenue was $336,898 due to a rise in the average price of oil sold to $98.73 for the three months ended March 31, 2012 from $90.75 for the three months ended March 31, 2011.

Those increases were partially offset by a decrease of $222,990 due to a decline in the average price of gas sold to $5.35 from $6.54 per mcf for the three months ended March 31, 2012 as compared to the three months ended March 31, 2011.

Lease operations. Lease operating expense during the three month period ended March 31, 2012 increased to $460,184 from $170,042 for the three month period ended March 31, 2011 due to an increase in the number of wells in production.

Production taxes. Production taxes during the three month period ended March 31, 2012 increased to $386,923 from $316,443 for the three month period ended March 31, 2011 due to higher overall oil and gas revenue.

Administrative and general expense. Administrative and general expense for the three month period ended March 31, 2012 increased to $377,886 from $33,565 for the three month period ended March 31, 2011 due to increased administrative expenses allocable to the Partnership and higher general expenses for reporting costs.

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended March 31, 2012 increased to $2,201,907 from $1,385,588 for the three month period ended March 31, 2011 due to the increased production volumes for the three month period ended March 31, 2012.

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

1. Interest Rate Risk

The Partnership Agreement allows borrowings from banks or other financial sources of up to 20% of the total capital contributions to the Partnership without investor approval. Should the Partnership elect to borrow monies for additional development activity on Partnership properties, it will be subject to the interest rate risk inherent in borrowing activities. Changes in interest rates could significantly affect the Partnership’s results of operations and the amount of net cash flow available for partner distributions. Also, to the extent that changes in interest rates affect general economic conditions, the Partnership will be affected by such changes.

2. Commodity Price Risk

The Partnership does not expect to engage in commodity futures trading or hedging activities or enter into derivative financial instrument transactions for trading or other speculative purposes. The Partnership currently expects to sell a significant amount of its production from successful oil and gas wells on a month-to-month basis at market prices. Accordingly, the Partnership is at risk for the volatility in commodity prices inherent in the oil and gas industry, and the level of commodity prices will have a significant impact on the Partnership’s results of operations. For the three months ended March 31, 2012, a 10% change in the price received for oil and gas production would have had an approximate $710,000 impact on revenue.

3. Exchange Rate Risk

The Partnership currently has no income from foreign sources or operations in foreign countries that would subject it to currency exchange rate risk. The Partnership does not currently expect to purchase any prospects located outside of either the United States or United States coastal waters in the Gulf of Mexico.

Item 4. Disclosure Controls and Procedures

MD maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report, as well as to safeguard assets from unauthorized use or disposition. MD’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of its disclosure controls and procedures with the assistance and participation of other members of management. Based upon that evaluation, MD’s Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Partnership is required to disclose in the reports it files under the Securities Exchange Act of 1934 within the time periods specified in the SEC’s rules and forms. Since MD’s December 31, 2011 annual report on internal control over financial reporting, and for the quarter ended March 31, 2012, there have been no changes in MD’s internal controls or in other factors which have materially affected, or are reasonably likely to materially affect, the internal controls over financial reporting.

 

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Part II – Other Information

Item 1. Legal Proceedings

From time to time, the Registrant may be a party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, the Partnership does not expect these matters to have a material effect on its financial position or results of operations.

Item 6. Exhibits and Reports on Form 8-K

 

  (a) Exhibits filed herewith.

 

  31.1 Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 

  31.2 Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 

  32.1 Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

  32.2 Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

  101 The following materials from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Cash Flows, (iv) the Condensed Statement of Changes in Partners’ Capital and (v) related notes.

 

  (b) Reports on Form 8-K

None.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 

Mewbourne Energy Partners 10-A, L.P.
By:   Mewbourne Development Corporation
  Managing General Partner

Date: May 15, 2012

 

By:   /s/ Alan Clark
  Alan Clark, Treasurer and Controller

 

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INDEX TO EXHIBITS

 

EXHIBIT
NUMBER

  

DESCRIPTION

31.1    Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2    Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1    Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
32.2    Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
101    The following materials from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Cash Flows, (iv) the Condensed Statement of Changes in Partners’ Capital and (v) related notes.

 

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