##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-50394
 Rio Vista Energy Partners L.P.
  Delaware
(State or Other Jurisdiction of Incorporation or Organization)
    
    20-0153267
(I.R.S. Employer Identification No.)1313 E. Alton Gloor Blvd., Suite J, Brownsville, Texas
(Address of Principal Executive Offices)
    
    78526
(Zip Code)
 (956) 831-0886
 Yes þ No o
 Yes o No o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company þ
 Yes o No þ




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##### 



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
TABLE OF CONTENTS
 ITEM
    
    
    
    PAGE NO.PART I FINANCIAL INFORMATION1.
    
    Financial StatementsConsolidated Balance Sheets as of December 31, 2008 and March 31, 2009 (unaudited)
    
    
    3-4Unaudited Consolidated Statements of Operations for the three months ended March 31, 2008 and 2009
    
    
    5Unaudited Consolidated Statement of Partners Capital for the three months ended March 31, 2009
    
    
    6Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2009
    
    
    7Notes to Consolidated Financial Statements (unaudited)
    
    
    8-252.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    26-343.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    354T.
    
    Controls and Procedures
    
    
    35PART II OTHER INFORMATION1.
    
    Legal Proceedings
    
    
    361A.
    
    Risk Factors
    
    
    362.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    363.
    
    Defaults Upon Senior Securities
    
    
    364.
    
    Submission of Matters to a Vote of Security Holders
    
    
    365.
    
    Other Information
    
    
    366.
    
    Exhibits
    
    
    36Signatures
    
    
    37Exhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32
   2




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##### Table of Contents



Part I  FINANCIAL INFORMATION
 
 Item 1.
  Rio Vista Energy Partners L.P. and Subsidiaries
 
 CONSOLIDATED BALANCE SHEETS
 ASSETS
 December 31,
    
    
    March 31,2008
    
    
    2009(Unaudited)Current AssetsCash
    
    $
    292,000
    
    
    $
    744,000Restricted cash
    
    
    
    
    
    
    Trade accounts receivable (less allowance for doubtful
accounts of $0 at
December 31, 2008 and March 31, 2009)
    
    
    1,662,000
    
    
    
    1,251,000Income tax receivable
    
    
    
    
    
    
    77,000Deferred tax assets
    
    
    99,000
    
    
    
    99,000Prepaid expenses and other current assets
    
    
    584,000
    
    
    
    490,000Total current assets
    
    
    2,637,000
    
    
    
    2,661,000Oil and gas properties and related equipment (successful efforts method)  net
    
    
    28,243,000
    
    
    
    28,024,000Property, plant and equipment  net
    
    
    12,414,000
    
    
    
    12,163,000Other non-current assets
    
    
    14,000
    
    
    
    15,000Goodwill
    
    
    5,121,000
    
    
    
    5,121,000Total assets
    
    $
    48,429,000
    
    
    $
    47,984,000
   3




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##### Table of Contents



Rio Vista Energy Partners L.P. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 LIABILITIES AND PARTNERS CAPITAL
 December 31,
    
    
    March 31,2008
    
    
    2009(Unaudited)Current LiabilitiesCurrent maturities of long-term debt
    
    $
    25,594,000
    
    
    $
    25,450,000Short-term debt
    
    
    5,575,000
    
    
    
    4,875,000Due to Penn Octane Corporation, net
    
    
    778,000
    
    
    
    2,150,000Accounts payable
    
    
    2,451,000
    
    
    
    1,847,000Taxes payable
    
    
    921,000
    
    
    
    1,125,000Accrued liabilities
    
    
    2,852,000
    
    
    
    3,536,000Total current liabilities
    
    
    38,171,000
    
    
    
    38,983,000Commitments and contingencies
    
    
    
    
    
    
    Long-term debt, less current maturities
    
    
    150,000
    
    
    
    Deferred income taxes
    
    
    2,909,000
    
    
    
    2,909,000Partners CapitalCommon units
    
    
    7,054,000
    
    
    
    5,970,000General Partners equity
    
    
    145,000
    
    
    
    122,000Total partners capital
    
    
    7,199,000
    
    
    
    6,092,000Total liabilities and partners capital
    
    $
    48,429,000
    
    
    $
    47,984,000
   4




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##### Table of Contents



Rio Vista Energy Partners L.P. and Subsidiaries
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 Three months endedMarch 31,
    
    
    March 31,2008
    
    
    2009Revenues
    
    $
    3,095,000
    
    
    $
    2,908,000Cost of goods sold
    
    
    2,414,000
    
    
    
    1,974,000Gross profit
    
    
    681,000
    
    
    
    934,000Selling, general and administrative expenses and otherLegal and professional fees
    
    
    539,000
    
    
    
    340,000Salaries and payroll related expenses
    
    
    554,000
    
    
    
    378,000Other
    
    
    779,000
    
    
    
    298,0001,872,000
    
    
    
    1,016,000Operating loss from operations
    
    
    (1,191,000
    )
    
    
    (82,000
    )Other income (expense)Interest expense
    
    
    (876,000
    )
    
    
    (944,000
    )Interest income
    
    
    7,000
    
    
    
    Loss before taxes
    
    
    (2,060,000
    )
    
    
    (1,026,000
    )Provision (benefit) for income taxes
    
    
    5,000
    
    
    
    110,000Net loss
    
    $
    (2,065,000
    )
    
    $
    (1,136,000
    )Net loss allocable to the partners
    
    $
    (2,065,000
    )
    
    $
    (1,136,000
    )Less General Partners interest in net loss
    
    
    41,000
    
    
    
    23,000Net loss allocable to the common units
    
    $
    (2,024,000
    )
    
    $
    (1,113,000
    )Net loss per common unit
    
    $
    (0.83
    )
    
    $
    (0.40
    )Weighted average common units outstanding
    
    
    2,452,918
    
    
    
    2,762,463
   5




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##### Table of Contents



Rio Vista Energy Partners L.P. and Subsidiaries
 
 CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
 (Unaudited)
 TotalCommon Units
    
    
    General
    
    
    PartnersUnits
    
    
    Amount
    
    
    Partner
    
    
    CapitalBalance as of December 31, 2008
    
    
    2,762,463
    
    
    $
    7,054,000
    
    
    $
    145,000
    
    
    $
    7,199,000Net loss
    
    
    
    
    
    
    (1,113,000
    )
    
    
    (23,000
    )
    
    
    (1,136,000
    )Units-based compensation
    
    
    
    
    
    
    29,000
    
    
    
    
    
    
    
    29,000Balance as of March 31, 2009
    
    
    2,762,463
    
    
    $
    5,970,000
    
    
    $
    122,000
    
    
    $
    6,092,000
   6




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Rio Vista Energy Partners L.P. and Subsidiaries
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Three months ended
    
    
    Three months endedMarch 31,
    
    
    March 31,2008
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (2,065,000
    )
    
    $
    (1,136,000
    )Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:Depreciation, depletion and amortization
    
    
    493,000
    
    
    
    526,000Unit-based payment expense
    
    
    145,000
    
    
    
    29,000Amortization of loan discount related to detachable warrants issued
    
    
    19,000
    
    
    
    6,000Beneficial conversion
    
    
    14,000
    
    
    
    Changes in current assets and liabilities:Trade accounts receivable
    
    
    (750,000
    )
    
    
    411,000Prepaid and other current assets
    
    
    120,000
    
    
    
    17,000Trade accounts payable, accrued and other liabilities
    
    
    1,685,000
    
    
    
    79,000Due to/from Penn Octane Corporation, net
    
    
    (110,000
    )
    
    
    1,372,000U.S. and foreign taxes payable
    
    
    60,000
    
    
    
    204,000Net cash provided by (used in) operating activities
    
    
    (389,000
    )
    
    
    1,508,000Cash flows from investing activities:Capital expenditures
    
    
    (797,000
    )
    
    
    (55,000
    )Other non-current assets
    
    
    
    
    
    
    (1,000
    )Net cash used in investing activities
    
    
    (797,000
    )
    
    
    (56,000
    )Cash flows from financing activities:Issuance of equity, net
    
    
    774,000
    
    
    
    Cash distributions to partners
    
    
    (620,000
    )
    
    
    Capital contribution
    
    
    118,000
    
    
    
    Payment of debt
    
    
    (250,000
    )
    
    
    (1,000,000
    )Cost of registration
    
    
    (203,000
    )
    
    
    Net cash (used in) financing activities
    
    
    (181,000
    )
    
    
    (1,000,000
    )Net increase (decrease) in cash
    
    
    (1,367,000
    )
    
    
    452,000Cash at beginning of period
    
    
    3,450,000
    
    
    
    292,000Cash at end of period
    
    $
    2,083,000
    
    
    $
    744,000Supplemental disclosures of cash flow information:Cash paid during the year for:Interest
    
    $
    1,015,000
    
    
    $
    135,000Supplemental disclosures of noncash transactions:Unit based compensation
    
    $
    145,000
    
    
    $
    29,000Units issued for compensation and penalties
    
    $
    344,000
    
    
    $
    
   7




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 NOTE A  ORGANIZATION
 Liquidity and Capital Resources  Distributions of Available Cash)
      8




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE A  ORGANIZATION  Continued
 Basis of Presentation
  NOTE B  UNIT-BASED PAYMENT
    9




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE C   LOSS PER COMMON UNIT
  For the three months ended March 31, 2008Loss
    
    
    Units
    
    
    Per-Unit(Numerator)
    
    
    (Denominator)
    
    
    AmountNet loss from continuing operations
available to the common units
    
    $
    (2,024,000
    )Basic EPSNet loss available to the common units
    
    
    (2,024,000
    )
    
    
    2,452,918
    
    
    $
    (0.83
    )Effect of Dilutive SecuritiesWarrants
    
    
    
    
    
    
    Diluted EPSNet loss available to the common units
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 For the three months ended March 31, 2009Loss
    
    
    Units
    
    
    Per-Unit(Numerator)
    
    
    (Denominator)
    
    
    AmountNet loss from continuing operations
available to the common units
    
    $
    (1,113,000
    )Basic EPSNet loss available to the common units
    
    
    (1,113,000
    )
    
    
    2,762,463
    
    
    $
    (0.40
    )Effect of Dilutive SecuritiesWarrants
    
    
    
    
    
    
    Diluted EPSNet loss available to the common units
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 NOTE D  SALE OF REMAINING LPG ASSETS
   10




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE E  PROPERTY, PLANT AND EQUIPMENT
  December 31,
    
    
    March 31,2008
    
    
    2009Oklahoma:Pipelines and equipment
    
    $
    7,417,000
    
    
    $
    7,417,000Regional:Land
    
    
    237,000
    
    
    
    237,000Terminal and improvements
    
    
    4,084,000
    
    
    
    4,120,000Automotive equipment
    
    
    2,644,000
    
    
    
    2,644,0006,965,000
    
    
    
    7,001,00014,382,000
    
    
    
    14,418,000Less: accumulated depreciation and amortization
    
    
    (1,968,000
    )
    
    
    (2,255,000
    )$
    12,414,000
    
    
    $
    12,163,000
   NOTE F  OIL AND GAS PROPERTIES AND RELATED EQUIPMENT, NET
 Costs Incurred in Oil and Gas Property Acquisition, Exploration and Development Activities
     11




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE G  DEBT OBLIGATIONS
 December 31,
    
    
    March 31,2008
    
    
    2009RZB Note
    
    $
    5,000,000
    
    
    $
    4,000,000Richter Note Payable
    
    
    575,000
    
    
    
    575,000Moores Note
    
    
    
    
    
    
    300,000$
    5,575,000
    
    
    $
    4,875,000Long-term debt obligations were as follows:TCW Credit Facility
    
    $
    24,700,000
    
    
    $
    24,700,000Sellers Note  Regional
    
    
    744,000
    
    
    
    750,000Moores Note
    
    
    300,000
    
    
    
    25,744,000
    
    
    
    25,450,000Less current portion
    
    
    25,594,000
    
    
    
    25,450,000$
    150,000
    
    
    $
    
 RZB Note
     12




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE G  DEBT OBLIGATIONS  Continued
 Moores Note
    Richter Note Payable
  TCW Credit Facility
   13




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE G  DEBT OBLIGATIONS  Continued
 TCW Credit Facility  Continued
      Sellers Note  Regional
   14




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE H  PARTNERS CAPITAL
 Common Units
  Distributions of Available Cash
      15




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE I  UNIT WARRANTS
 Options and Warrants
   TCW Warrant
  Equity Incentive Plan
   16




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE J  COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
   Lesly Camacho by Her Mother Dora Adame as Next Friend, et al. vs. Penn Octane
International LLC, et al th
    17




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE J  COMMITMENTS AND CONTINGENCIES  Continued
 Legal Proceedings  Continued
       18




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE J  COMMITMENTS AND CONTINGENCIES   Continued
 Norfolk Southern Leases
    Consulting Agreement
  Concentrations of Credit Risk
   19




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE J  COMMITMENTS AND CONTINGENCIES   Continued
 Partnership Tax Treatment and Mexican Subsidiaries, Regional and MV Income Taxes
        20




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE K  OIL AND GAS SALES CONTRACT
   NOTE L  RELATED PARTY TRANSACTIONS
   Sale  Purchase of Rio Vista Common Units
   21




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE L  RELATED PARTY TRANSACTIONS  Continued
 Loans To Rio Vista
   Omnibus Agreement
    NOTE M  401K
   22




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE N  REALIZATION OF ASSETS
       23




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE O    SEGMENT INFORMATION
   Transportation andYear ended March 31, 2009:
    
    Terminaling
    
    
    Oil and Gas
    
    
    TotalsRevenues from external customers
    
    
    1,740,000
    
    
    
    1,168,000
    
    
    
    2,908,000Interest expense
    
    
    186,000
    
    
    
    770,000
    
    
    
    956,000Interest income
    
    
    
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    159,000
    
    
    
    360,000
    
    
    
    519,000Segment gross profit
    
    
    527,000
    
    
    
    407,000
    
    
    
    934,000Segment assets
    
    
    11,800,000
    
    
    
    35,896,000
    
    
    
    47,696,000Segment liabilities
    
    
    4,566,000
    
    
    
    28,734,000
    
    
    
    33,300,000Expenditure for segment assets
    
    
    26,000
    
    
    
    2,000
    
    
    
    28,000Reconciliation to Consolidated Amounts:RevenuesTotal revenues for reportable segments
    
    
    
    
    
    $
    2,908,000Elimination of intersegment revenues
    
    
    
    
    
    
    Other revenues
    
    
    
    
    
    
    Total consolidated revenues
    
    
    
    
    
    $
    2,908,000Profit (loss)Total gross profit (loss) for reportable
Segments
    
    
    
    
    
    $
    934,000Other gross profits (loss)
    
    
    
    
    
    
    Selling, general and administrative expense
    
    
    
    
    
    
    (1,016,000
    )Interest and Fuel Products financing expense
    
    
    
    
    
    
    (944,000
    )Interest income
    
    
    
    
    
    
    Elimination of intersegment profits
    
    
    
    
    
    
    Unallocated amountsCorporate headquarters expense
    
    
    
    
    
    
    Other expenses
    
    
    
    
    
    
    Consolidated income from continuing
operations before income tax
    
    
    
    
    
    $
    (1,026,000
    )AssetsTotal assets for reportable segments
    
    
    
    
    
    $
    47,696,000Other assets
    
    
    
    
    
    
    288,000Corporate headquarters
    
    
    
    
    
    
    Other unallocated amounts
    
    
    
    
    
    
    Total consolidated assets
    
    
    
    
    
    $
    47,984,000
  24




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE O    SEGMENT INFORMATION  Continued
 Transportation andYear ended March 31, 2008:
    
    Terminaling
    
    
    Oil and Gas
    
    
    TotalsRevenues from external customers
    
    
    2,107,000
    
    
    
    988,000
    
    
    
    3,095,000Interest expense
    
    
    222,000
    
    
    
    638,000
    
    
    
    860,000Interest income
    
    
    
    
    
    
    7,000
    
    
    
    7,000Depreciation and amortization
    
    
    282,000
    
    
    
    211,000
    
    
    
    493,000Segment gross profit
    
    
    345,000
    
    
    
    325,000
    
    
    
    670,000Segment assets
    
    
    12,519,000
    
    
    
    35,929,000
    
    
    
    48,448,000Segment liabilities
    
    
    4,472,000
    
    
    
    26,515,000
    
    
    
    30,987,000Expenditure for segment assets
    
    
    168,000
    
    
    
    683,000
    
    
    
    851,000Reconciliation to Consolidated Amounts:RevenuesTotal revenues for reportable segments
    
    
    
    
    
    $
    3,095,000Elimination of intersegment revenues
    
    
    
    
    
    
    Other revenues
    
    
    
    
    
    
    Total consolidated revenues
    
    
    
    
    
    $
    3,095,000Profit (loss)Total gross profit (loss) for reportable
Segments
    
    
    
    
    
    
    670,000Other gross profits (loss)
    
    
    
    
    
    
    11,000Selling, general and administrative expense
    
    
    
    
    
    
    (1,872,000
    )Interest and Fuel Products financing expense
    
    
    
    
    
    
    (876,000
    )Interest income
    
    
    
    
    
    
    7,000Elimination of intersegment profits
    
    
    
    
    
    
    Unallocated amountsCorporate headquarters expense
    
    
    
    
    
    
    Other expenses
    
    
    
    
    
    
    Consolidated income from continuing
operations before income tax
    
    
    
    
    
    $
    (2,060,000
    )AssetsTotal assets for reportable segments
    
    
    
    
    
    
    48,448,000Other assets
    
    
    
    
    
    
    575,000Corporate headquarters
    
    
    
    
    
    
    Other unallocated amounts
    
    
    
    
    
    
    Total consolidated assets
    
    
    
    
    
    $
    49,023,000
  25




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Rio Vista Energy Partners L.P. and its consolidated subsidiaries are collectively hereinafter
referred to as Rio Vista.
 The following discussion of Rio Vistas liquidity and capital resources should be read in
conjunction with the unaudited consolidated financial statements of Rio Vista and related notes
thereto appearing elsewhere herein.
   
    
    the volatility of realized natural gas prices;
    
    the discovery, estimation, development and replacement of oil and natural gas reserves;
    
    our business and financial strategy;
    
    our drilling locations;
    
    technology;
    
    our cash flow, liquidity and financial position;
    
    our production volumes;
    
    our lease operating expenses, general and administrative costs and finding and
development costs;
    
    the availability of drilling and production equipment, labor and other services;
    
    our future operating results;
    
    our prospect development and property acquisitions;
    
    the marketing of oil and natural gas;
    
    competition in the oil and natural gas industry and the transportation and terminalling
business;
    
    the impact of weather and the occurrence of natural disasters such as fires, floods,
hurricanes, earthquakes and other catastrophic events and natural disasters;
    
    governmental regulation of the oil and natural gas industry and the transportation and
terminalling business;
    
    required capital expenditures;
    
    cash distributions and qualified income;
    
    developments in oil producing and natural gas producing countries;
    
    our strategic plans, objectives, expectations and intentions for future operations; and
    
    our ability to restructure the TCW Credit Facility and/or the RZB Note under terms
satisfactory to us.
    26




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##### Table of Contents



Overview
  Results of Operations
  QUARTER ENDED MARCH 31, 2009
 Oklahoma
    
    
    Regional
    
    
    LPG
    
    
    Corporate/Assets
    
    
    Enterprises
    
    
    Transportation (a)
    
    
    Other
    
    
    TotalRevenues
    
    
    1,168,000
    
    
    
    1,740,000
    
    
    
    
    
    
    
    (0
    )
    
    
    2,908,000Cost Of Goods Sold
    
    
    761,000
    
    
    
    1,213,000
    
    
    
    
    
    
    
    
    
    
    
    1,974,000Gross Profit
    
    
    407,000
    
    
    
    527,000
    
    
    
    
    
    
    
    (0
    )
    
    
    934,000Selling, General And
Administrative Expenses
    
    
    249,000
    
    
    
    191,000
    
    
    
    
    
    
    
    576,000
    
    
    
    1,016,000Loss On Sale Of Remaining
LPG  Related Assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating Income (Loss)
    
    
    158,000
    
    
    
    336,000
    
    
    
    
    
    
    
    (576,000
    )
    
    
    (82,000
    )Other Income (Expense)Interest Expense
    
    
    (770,000
    )
    
    
    (186,000
    )
    
    
    
    
    
    
    12,000
    
    
    
    (944,000
    )Interest Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0Income (Loss) Before Taxes
    
    
    (612,000
    )
    
    
    150,000
    
    
    
    
    
    
    
    (564,000
    )
    
    
    (1,026,000
    )Provision (Benefit) For Income Taxes
    
    
    
    
    
    
    110,000
    
    
    
    
    
    
    
    
    
    
    
    110,000Net Income (Loss)
    
    
    (612,000
    )
    
    
    40,000
    
    
    
    
    
    
    
    (564,000
    )
    
    
    (1,136,000
    )
 QUARTER ENDED MARCH 31, 2008
 Oklahoma
    
    
    Regional
    
    
    LPG
    
    
    Corporate/Assets
    
    
    Enterprises
    
    
    Transportation (a)
    
    
    Other
    
    
    TotalRevenues
    
    
    988,000
    
    
    
    2,107,000
    
    
    
    
    
    
    
    
    
    
    
    3,095,000Cost Of Goods Sold
    
    
    663,000
    
    
    
    1,762,000
    
    
    
    
    
    
    
    (11,000
    )
    
    
    2,414,000Gross Profit
    
    
    325,000
    
    
    
    345,000
    
    
    
    
    
    
    
    11,000
    
    
    
    681,000Selling, General And
Administrative Expenses
    
    
    58,000
    
    
    
    245,000
    
    
    
    
    
    
    
    1,430,000
    
    
    
    1,733,000Loss On Sale Of Remaining
LPG  Related Assets
    
    
    
    
    
    
    
    
    
    
    139,000
    
    
    
    
    
    
    
    139,000Operating Income (Loss)
    
    
    267,000
    
    
    
    100,000
    
    
    
    (139,000
    )
    
    
    (1,419,000
    )
    
    
    (1,191,000
    )Other Income (Expense)Interest Expense
    
    
    (638,000
    )
    
    
    (222,000
    )
    
    
    
    
    
    
    (16,000
    )
    
    
    (876,000
    )Interest Income
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,000Income (Loss) Before Taxes
    
    
    (364,000
    )
    
    
    (122,000
    )
    
    
    (139,000
    )
    
    
    (1,435,000
    )
    
    
    (2,060,000
    )Provision (Benefit) For Income Taxes
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    5,000Net Income (Loss)
    
    
    (364,000
    )
    
    
    (127,000
    )
    
    
    (139,000
    )
    
    
    (1,435,000
    )
    
    
    (2,065,000
    )
  27




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##### Table of Contents



CHANGES FOR QUARTER ENDED MARCH 31, 2009 COMPARED WITH QUARTER ENDED MARCH 31, 2008
 Oklahoma
    
    
    Regional
    
    
    LPG
    
    
    Corporate/Assets
    
    
    Enterprises
    
    
    Transportation (a)
    
    
    Other
    
    
    TotalRevenues
    
    
    180,000
    
    
    
    (367,000
    )
    
    
    
    
    
    
    (0
    )
    
    
    (187,000
    )Cost Of Goods Sold
    
    
    98,000
    
    
    
    (549,000
    )
    
    
    
    
    
    
    11,000
    
    
    
    (440,000
    )Gross Profit
    
    
    82,000
    
    
    
    182,000
    
    
    
    
    
    
    
    (11,000
    )
    
    
    253,000Selling, General And
Administrative Expenses
    
    
    191,000
    
    
    
    (54,000
    )
    
    
    
    
    
    
    (854,000
    )
    
    
    (717,000
    )Loss On Sale Of Remaining
LPG  Related Assets
    
    
    
    
    
    
    
    
    
    
    (139,000
    )
    
    
    
    
    
    
    (139,000
    )Operating Income (Loss)
    
    
    (109,000
    )
    
    
    236,000
    
    
    
    139,000
    
    
    
    843,000
    
    
    
    1,109,000Other Income (Expense)Interest Expense
    
    
    (132,000
    )
    
    
    36,000
    
    
    
    
    
    
    
    28,000
    
    
    
    (68,000
    )Interest Income
    
    
    (7,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,000
    )Income (Loss) Before Taxes
    
    
    (248,000
    )
    
    
    272,000
    
    
    
    139,000
    
    
    
    871,000
    
    
    
    1,034,000Provision (Benefit) For Income Taxes
    
    
    
    
    
    
    105,000
    
    
    
    
    
    
    
    
    
    
    
    105,000Net Income (Loss)
    
    
    (248,000
    )
    
    
    167,000
    
    
    
    139,000
    
    
    
    871,000
    
    
    
    929,000
 (a)
    
    LPG Transportation business commenced in August 2006 and sold December 31,
2007. Costs represent remaining charges associated with the sale which were
recorded during 2008. Quarter Ended March 31, 2009 Compared With Quarter Ended March 31, 2008
 Revenues.
 Cost of goods sold.
 Selling, general and administrative expenses.
   28




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##### Table of Contents



Liquidity and Capital Resources
 General
     Distributions of Available Cash
      29




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##### Table of Contents



Debt Obligations
 RZB Note
    TCW Credit Facility
    30




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##### Table of Contents



31




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##### Table of Contents



Moores Note
    Sellers Note  Regional
  Richter Note Payable
  Leases
     32




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##### Table of Contents



Consulting Agreement
  Sale Of Remaining LPG Assets
  Related Party Loans to Rio Vista
   Realization of Assets
    33




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##### Table of Contents



Off-Balance Sheet Arrangements
  Recently Issued Financial Accounting Standards
   Critical Accounting Policies
   34




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4T. Controls and Procedures
 Disclosure Controls
   Internal Control Over Financial Reporting
       35




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##### Table of Contents



Part II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 .
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 The following Exhibits are filed as part of this report:
 Exhibit No.10.1
    
    
    Letter agreement to extend payments and other requirements pursuant to
Note Purchase Agreement dated April 13, 2009 between Rio Vista Penny LLC
and TCW Asset Management Company.31.1
    
    
    Certification Pursuant to Rule 13a-14(a) / 15d  14(a) of the Exchange Act31.2
    
    
    Certification Pursuant to Rule 13a-14(a) / 15d  14(a) of the Exchange Act32
    
    
    Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes  Oxley Act of 2002
 www.sec.gov
  36




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##### Table of Contents



SIGNATURES
  RIO VISTA ENERGY PARTNERS L.P.By:
    
    Rio Vista GP LLC, its General PartnerMay 20, 2009
    
    By:
    
    /s/ Ian T. Bothwell

Ian T. BothwellActing Chief Executive Officer, Acting
President, 
Vice-President, Chief Financial
Officer, Treasurer
 and Assistant Secretary
(Principal Executive,
 Financial and
Accounting Officer) of Rio Vista GP LLC, 
general partner of Rio Vista Energy Partners
L.P.
  37




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description10.1
    
    
    Letter agreement to extend payments and other requirements pursuant to
Note Purchase Agreement dated April 13, 2009 between Rio Vista Penny LLC
and TCW Asset Management Company.31.1
    
    
    Certification Pursuant to Rule 13a-14(a) / 15d  14(a) of the Exchange Act31.2
    
    
    Certification Pursuant to Rule 13a-14(a) / 15d  14(a) of the Exchange Act32
    
    
    Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes  Oxley Act of 2002
  38