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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 September 30, 2011

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. 333-85994-01

 

 

MEWBOURNE ENERGY PARTNERS 03-A, L.P.

 

 

 

 

Delaware   27-0055431
(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 03-A, L.P.

INDEX

 

     Page No.  

Part 1 - Financial Information

  

Item 1. Financial Statements

  

Condensed Balance Sheets - September 30, 2011 (Unaudited) and December 31, 2010

     3   

Condensed Statements of Operations (Unaudited) - For the three months ended September 30, 2011 and 2010 and the nine months ended September 30, 2011 and 2010

     4   

Condensed Statements of Cash Flows (Unaudited) - For the nine months ended September 30, 2011 and 2010

     5   

Condensed Statement of Changes In Partners’ Capital (Unaudited) - For the nine months ended September 30, 2011

     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

     12   

Item 4. Disclosure Controls and Procedures

     12   

Part II - Other Information

  

Item 1. Legal Proceedings

     13   

Item 6. Exhibits and Reports on Form 8-K

     13   

 

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MEWBOURNE ENERGY PARTNERS 03-A, L.P.

Part I - Financial Information

Item 1. Financial Statements

CONDENSED BALANCE SHEETS

September 30, 2011 and December 31, 2010

 

     September 30, 2011     December 31, 2010  
     (Unaudited)        

ASSETS

    

Cash

   $ 13,296      $ 1,471   

Accounts receivable, affiliate

     138,737        155,885   

Prepaid state taxes

     3,027        1,475   
  

 

 

   

 

 

 

Total current assets

     155,060        158,831   
  

 

 

   

 

 

 

Oil and gas properties at cost, full-cost method

     19,610,002        19,611,677   

Less accumulated depreciation, depletion and amortization

     (17,325,709     (17,212,536
  

 

 

   

 

 

 

Net oil and gas properties at cost, full-cost method

     2,284,293        2,399,141   
  

 

 

   

 

 

 

Total assets

   $ 2,439,353      $ 2,557,972   
  

 

 

   

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

    

Accounts payable, affiliate

   $ 39,850      $ 44,711   
  

 

 

   

 

 

 

Total current liabilities

     39,850        44,711   
  

 

 

   

 

 

 

Asset retirement obligation

     457,698        446,286   

Partners’ capital

     1,941,805        2,066,975   
  

 

 

   

 

 

 

Total liabilities and partners’ capital

   $ 2,439,353      $ 2,557,972   
  

 

 

   

 

 

 

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

 

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MEWBOURNE ENERGY PARTNERS 03-A, L.P.

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended September 30, 2011 and 2010 and

the nine months ended September 30, 2011 and 2010

(Unaudited)

 

     Three Months Ended      Nine Months Ended  
     September 30,      September 30,  
     2011      2010      2011      2010  

Revenues and other income:

           

Oil sales

   $ 25,582       $ 26,146       $ 142,381       $ 102,074   

Gas sales

     184,437         208,922         575,483         680,090   

Interest income

     —           —           1,645         28   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenues and other income

     210,019         235,068         719,509         782,192   
  

 

 

    

 

 

    

 

 

    

 

 

 

Expenses:

           

Lease operating expense

     77,157         79,854         252,390         295,118   

Production taxes

     15,522         17,060         51,583         58,036   

Administrative and general expense

     15,216         15,649         46,160         53,705   

Depreciation, depletion, and amortization

     35,988         44,961         113,173         133,369   

Asset retirement obligation accretion

     3,883         3,540         11,849         11,266   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses

     147,766         161,064         475,155         551,494   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income

   $ 62,253       $ 74,004       $ 244,354       $ 230,698   
  

 

 

    

 

 

    

 

 

    

 

 

 

Basic and diluted net income per partner interest (18,000 interests outstanding)

   $ 3.46       $ 4.11       $ 13.58       $ 12.82   
  

 

 

    

 

 

    

 

 

    

 

 

 

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

 

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MEWBOURNE ENERGY PARTNERS 03-A, L.P.

CONDENSED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2011 and 2010

(Unaudited)

 

    

Nine Months Ended

September 30,

 
     2011     2010  

Cash flows from operating activities:

    

Net income

   $ 244,354      $ 230,698   

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

    

Depreciation, depletion, and amortization

     113,173        133,369   

Asset retirement obligation accretion

     11,849        11,266   

Changes in operating assets and liabilities:

    

Accounts receivable, affiliate

     17,148        35,306   

Prepaid state taxes

     (1,552     (3,024

Accounts payable, affiliate

     (4,861     (4,864
  

 

 

   

 

 

 

Net cash provided by operating activities

     380,111        402,751   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Proceeds from sale of oil and gas properties

     1,238        —     

Purchase and development of oil and gas properties

     —          (33,695
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     1,238        (33,695
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Cash distributions to partners

     (369,524     (352,271
  

 

 

   

 

 

 

Net cash used in financing activities

     (369,524     (352,271
  

 

 

   

 

 

 

Net increase in cash

     11,825        16,785   

Cash, beginning of period

     1,471        1,348   
  

 

 

   

 

 

 

Cash, end of period

   $ 13,296      $ 18,133   
  

 

 

   

 

 

 

Supplemental Cash Flow Information:

    

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

   $ (437   $ (5,686
  

 

 

   

 

 

 

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

 

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MEWBOURNE ENERGY PARTNERS 03-A, L.P.

CONDENSED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

For the nine months ended September 30, 2011

(Unaudited)

 

     Partners’ Capital  

Balance at December 31, 2010

   $ 2,066,975   

Cash distributions

     (369,524

Net income

     244,354   
  

 

 

 

Balance at September 30, 2011

   $ 1,941,805   
  

 

 

 

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

 

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MEWBOURNE ENERGY PARTNERS 03-A, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business

Mewbourne Energy Partners 03-A, L.P. (the “Registrant” or the “Partnership”), a Delaware limited partnership, is engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico, and was organized on February 19, 2003. The offering of limited and general partnership interests began May 16, 2003 as a part of an offering registered under the name Mewbourne Energy Partners 02-03 Drilling Program, (the “Program”), and concluded July 9, 2003, with total investor contributions of $18,000,000 originally being sold to 710 subscribers of which $16,107,005 were sold to 644 subscribers as general partner interests and $1,892,995 were sold to 66 subscribers as limited partner interests. During 2005, 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 2010, 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 September 30, 2011 and 2010, all capitalized costs were subject to 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 or nine months ended September 30, 2011 or 2010.

 

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4. Asset Retirement Obligations

The Partnership has recognized an estimated liability for future plugging and abandonment costs. The estimated liability is 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 ownership interests or well plugging and abandonment costs, 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 nine months ended September 30, 2011 and the year ended December 31, 2010 is as follows:

 

     September 30, 2011     December 31, 2010  

Balance, beginning of period

   $ 446,286      $ 436,964   

Liabilities reduced due to revisions

     (437     (5,686

Accretion expense

     11,849        15,008   
  

 

 

   

 

 

 

Balance, end of period

   $ 457,698      $ 446,286   
  

 

 

   

 

 

 

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 general, 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

     60     40

All other revenues

     60     40

Costs and expenses:

    

Organization and offering costs (1)

     0     100

Lease acquisition costs (1)

     0     100

Tangible and intangible drilling costs (1)

     100     0

Operating costs, reporting and legal expenses, general and administrative expenses and all other costs

     60     40

 

(1) Pursuant to the Program, MD must contribute 100% of organization and offering costs and lease acquisition costs which should approximate 30% of total capital costs. To the extent that organization and offering costs and lease acquisition costs are less than 30% of total capital costs, MD is responsible for tangible drilling costs until its share of the Program’s total capital costs reaches approximately 30%. 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 03-A, L.P. was formed February 19, 2003. The offering of limited and general partnership interests began May 16, 2003 and concluded July 9, 2003, with total investor contributions of $18,000,000. During 2005, all general partner equity interests were converted to limited partner equity interests.

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 $115,210 at September 30, 2011.

During the nine months ended September 30, 2011, the Partnership made cash distributions to the investor partners in the amount of $369,524 as compared to $352,271 for the nine months ended September 30, 2010. The Partnership expects that cash distributions will continue during 2011 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 September 30, 2011 as compared to the three months ended September 30, 2010:

 

     Three Months Ended September 30,  
     2011      2010  

Oil sales

   $ 25,582       $ 26,146   

Barrels produced

     311         368   

Average price/bbl

   $ 82.26       $ 71.05   

Gas sales

   $ 184,437       $ 208,922   

Mcf produced

     42,551         53,406   

Average price/mcf

   $ 4.33       $ 3.91   

Oil and gas revenues. As shown in the above table, total oil and gas sales decreased by $25,049, a 10.7% decline, for the three months ended September 30, 2011 as compared to the three months ended September 30, 2010.

Of this decline, $4,689 and $47,051 were due to decreases in the volumes of oil and gas sold by 57 barrels (bbls) and 10,855 thousand cubic feet (mcf), respectively, as compared to the three months ended September 30, 2010. The decreases in the volumes of oil and gas sold were primarily due to normal declines in production.

Those decreases were partially offset by increases of $4,125 and $22,566 due to increases in the average prices of oil and gas sold, respectively. Average prices rose to $82.26 from $71.05 per bbl and to $4.33 from $3.91 per mcf for the three months ended September 30, 2011 as compared to the three months ended September 30, 2010

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended September 30, 2011 decreased to $35,988 from $44,961 for the three month period ended September 30, 2010 due to the decreased production volumes for the three month period ended September 30, 2011.

 

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Results of Operations

For the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010:

 

     Nine Months Ended September 30,  
     2011      2010  

Oil sales

   $ 142,381       $ 102,074   

Barrels produced

     1,539         1,381   

Average price/bbl

   $ 92.52       $ 73.91   

Gas sales

   $ 575,483       $ 680,090   

Mcf produced

     132,165         154,368   

Average price/mcf

   $ 4.35       $ 4.41   

Oil and gas revenues. As shown in the above table, total oil and gas sales decreased by $64,300, an 8.2% decline, for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010.

Of this decline, $96,878 was due to a decrease in the volume of gas sold by 22,203 mcf. The decrease in volume of gas sold was primarily due to normal declines in production, which in some wells were substantial. In addition, $7,929 was due to a decrease in the average price of gas sold. The average price fell to $4.35 from $4.41 per mcf for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010.

Those decreases were partially offset by an increase in revenue of $25,690 due to an increase in the average price of oil sold. The average price rose to $ 92.52 from $73.91 per bbl for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010. Also, $14,617 was due to an increase in the volume of oil sold by 158 bbls.

Lease operations. Lease operating expense during the nine month period ended September 30, 2011 decreased to $252,390 from $295,118 for the nine months ended September 30, 2010 due to fewer well repairs and workovers in the nine month period ended September 30, 2011.

Production taxes. Production taxes during the nine month period ended September 30, 2011 decreased to $51,583 from $58,036 for the nine month period ended September 30, 2010 due to lower overall oil and gas revenue.

Administrative and general expense. Administrative and general expense decreased to $46,160 for the nine month period ended September 30, 2011 from $53,705 for the nine month period ended September 30, 2010 due to decreased administrative expenses allocable to the Partnership and lower general expenses for reporting costs.

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the nine month period ended September 30, 2011 decreased to $113,173 from $133,369 for the nine month period ended September 30, 2010 due to the decreased production volumes for the nine month period ended September 30, 2011.

 

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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 nine months ended September 30, 2011, a 10% change in the price received for oil and gas production would have had an approximate $72,000 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, 2010 annual report on internal control over financial reporting, and for the quarter ended September 30, 2011, 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 September 30, 2011 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 03-A, L.P.
By:  

Mewbourne Development Corporation

Managing General Partner

Date: November 14, 2011

 

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 September 30, 2011 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.

 

15