Ridgewood Energy U Fund LLC - FORM 10-Q - November 2, 2010

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010

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 No. 000- 52583

RIDGEWOOD ENERGY U FUND, LLC
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  
20-5464059
(I.R.S. Employer
Identification No.)
  

14 Philips Parkway, Montvale, NJ  07645
(Address of principal executive offices) (Zip code)

(800) 942-5550
(Registrant’s telephone number, including area code)


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 o

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 o      No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o    No x
 
As of November 2, 2010 the Fund had 486.4825 shares of LLC Membership Interest outstanding.
 
 
 
 

     
   
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Part I - FINANCIAL INFORMATION
  
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Part II - OTHER INFORMATION
  
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PART I - FINANCIAL INFORMATION
  
             
           
             
 
UNAUDITED CONDENSED BALANCE SHEETS
  
(in thousands, except share data)
  
             
   
September 30,
    
December 31,
  
   
2010
    
2009
  
ASSETS
            
Current assets:
            
Cash and cash equivalents
   $ 11,015     $ 4,904  
Short-term investment in marketable securities
     3,002       14,001  
Production receivable
     333       132  
Other current assets
     76       21  
Total current assets
     14,426       19,058  
Salvage fund
     1,111       1,091  
Oil and gas properties:
                
Unproved properties
     7,047       7,137  
Proved properties
     6,590       5,988  
Less: accumulated depletion and amortization
     (1,853 )     (1,932 )
Total oil and gas properties, net
     11,784       11,193  
Total assets
   $ 27,321     $ 31,342  
                 
LIABILITIES AND MEMBERS' CAPITAL
                
Current liabilities:
                
Due to operators
   $ 301     $ 620  
Accrued expenses
     62       65  
Total current liabilities
     363       685  
Asset retirement obligations
     183       156  
Total liabilities
     546       841  
Commitments and contingencies (Note 9)
                
                 
Members' capital:
                
Manager:
                
Distributions
     (150 )     (60 )
Accumulated deficit
     (949 )     (989 )
Manager's total
     (1,099 )     (1,049 )
                 
Shareholders:
                
Capital contributions (1,000 shares authorized;
                
   486.4825 issued and outstanding)
     72,381       72,381  
Syndication costs
     (8,541 )     (8,541 )
Distributions
     (1,502 )     (338 )
Accumulated deficit
     (34,464 )     (31,952 )
Shareholders' total
     27,874       31,550  
Total members' capital
     26,775       30,501  
Total liabilities and members' capital
   $ 27,321     $ 31,342  
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 

 
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
  
(in thousands, except per share data)
  
                         
   
Three months ended September 30,
    
Nine months ended September 30,
  
   
2010
    
2009
    
2010
    
2009
  
Revenue
                        
Oil and gas revenue
   $ 890     $ 312     $ 1,714     $ 715  
Expenses
                                
Depletion and amortization
     579       279       1,066       563  
Dry-hole costs
     8       20       2,275       3,210  
Management fees to affiliate (Note 7)
     266       284       836       892  
Operating expenses
     31       39       107       172  
General and administrative expenses
     152       74       370       367  
Total expenses
     1,036       696       4,654       5,204  
Gain on sale of oil and gas property
     -       -       412       -  
Loss from operations
     (146 )     (384 )     (2,528 )     (4,489 )
Other income
                                
Interest income
     9       122       29       367  
Derivative instrument income
     7       -       27       -  
Total other income
     16       122       56       367  
Net loss
     (130 )     (262 )     (2,472 )     (4,122 )
Other comprehensive loss
                                
Unrealized loss on marketable
                                
  securities
     -       (94 )     -       (298 )
Total comprehensive loss
   $ (130 )   $ (356 )   $ (2,472 )   $ (4,420 )
                                 
Manager Interest
                                
Net income (loss)
   $ 63     $ (14 )   $ 40     $ (125 )
                                 
Shareholder Interest
                                
Net loss
   $ (193 )   $ (248 )   $ (2,512 )   $ (3,997 )
Net loss per share
   $ (397 )   $ (510 )   $ (5,164 )   $ (8,216 )
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 

 
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
  
(in thousands)
  
             
   
Nine months ended September 30,
  
   
2010
    
2009
  
             
Cash flows from operating activities
            
Net loss
   $ (2,472 )   $ (4,122 )
Adjustments to reconcile net loss to net cash
                
   provided by (used in) operating activities:
                
Depletion and amortization
     1,066       563  
Dry-hole costs
     2,275       3,210  
Accretion expense
     4       3  
Gain on sale of oil and gas property
     (412 )     -  
Amortization of premium on investment
     -       43  
Interest earned on marketable securities
     (6 )     -  
Derivative instrument income
     (27 )     -  
Derivative instrument settlements
     36       -  
Changes in assets and liabilities:
                
Increase in production receivable
     (201 )     (73 )
Increase in other current assets
     (33 )     (118 )
Increase in due to operators
     97       27  
(Decrease) increase in accrued expenses
     (3 )     25  
Net cash provided by (used in) operating activities
     324       (442 )
                 
Cash flows from investing activities
                
Capital expenditures for oil and gas properties
     (4,669 )     (8,814 )
Proceeds from sale of oil and gas property
     725       -  
Investment in held-to-maturity securities
     (3,000 )     -  
Proceeds from the maturity of held-to-maturity securities
     14,005       -  
Interest reinvested in salvage fund
     (20 )     (20 )
Net cash provided by (used in) investing activities
     7,041       (8,834 )
                 
Cash flows from financing activities
                
Distributions
     (1,254 )     (315 )
Net cash used in financing activities
     (1,254 )     (315 )
Net increase (decrease) in cash and cash equivalents
     6,111       (9,591 )
                 
Cash and cash equivalents, beginning of year
     4,904       15,657  
Cash and cash equivalents, end of year
   $ 11,015     $ 6,066  
                 
Supplemental schedule of non-cash investing activities
                
Advances used for capital expenditures in oil and gas
  properties reclassified to proved properties and
  dry-hole costs
   $ -     $ 1,402  
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. Organization and Purpose

The Ridgewood Energy U Fund, LLC (the “Fund”), a Delaware limited liability company, was formed on August 28, 2006 and operates pursuant to a limited liability company agreement (the “LLC Agreement”) dated as of October 1, 2006 by and among Ridgewood Energy Corporation (the “Manager”) and the shareholders of the Fund.  The Fund was organized to acquire interests in oil and gas properties located in the United States offshore waters of Texas, Louisiana, and Alabama in the Gulf of Mexico.  During February 2009, the Fund began earning revenue and as a result was determined by the Manager to no longer be an exploratory stage enterprise.

The Manager has direct and exclusive control over the management of the Fund’s operations.  With respect to project investments, the Manager locates potential projects, conducts due diligence, negotiates with operators and completes the transactions in which the investments are made.  The Manager performs, or arranges for the performance of, the management, advisory and administrative services required for Fund operations.  Such services include, without limitation, the administration of shareholder accounts, shareholder relations and the preparation, review and dissemination of tax and other financial information.  In addition, the Manager provides office space, equipment and facilities and other services necessary for Fund operations.  The Manager also engages and manages the contractual relations with unaffiliated custodians, depositories, accountants, attorneys, broker-dealers, corporate fiduciaries, insurers, banks and others as required. See Notes 2, 7 and 9.

2. Summary of Significant Accounting Policies
 
Basis of Presentation
These unaudited interim condensed financial statements have been prepared by the Fund’s management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Fund’s financial position, results of operations and cash flows for the periods presented. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in these unaudited interim condensed financial statements.  The results of operations, financial position, and cash flows for the periods presented herein are not necessarily indicative of future financial results.  These unaudited interim condensed financial statements should be read in conjunction with the Fund’s December 31, 2009 financial statements and notes thereto included in the Fund’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”).  The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expense during the reporting period.  On an ongoing basis, the Manager reviews its estimates, including those related to the fair value of financial instruments, property balances, determination of proved reserves, impairments and asset retirement obligations. Actual results may differ from those estimates.
      
Cash and Cash Equivalents
All highly liquid investments with maturities, when purchased, of three months or less, are considered cash and cash equivalents.  At times, deposits may be in excess of federally insured limits.  Federally insured limits of the Fund’s deposits are $250 thousand per insured financial institution.  At September 30, 2010, the Fund’s bank balances exceeded federally insured limits by $3.9 million, of which $3.0 million was invested in money market accounts that invest solely in U.S. Treasury bills and notes.

Investments in Marketable Securities
At times, the Fund may invest in U.S. Treasury bills and notes.  These investments are considered short-term when their maturities are one year or less, and long-term when their maturities are greater than one year.  The Fund currently has short-term investments that are classified as held-to-maturity.  Held-to-maturity investments are those securities that the Fund has the ability and intent to hold until maturity, and are recorded at cost plus accrued income, adjusted for the amortization of premiums and discounts, which approximates fair value.  At September 30, 2010, the Fund had a short-term, held-to-maturity investment of $3.0 million, which matures in December 2010.
 

For all investments, interest income is accrued as earned and amortization of premium or discount, if any, is included in interest income.

Salvage Fund
The Fund deposits in a separate interest-bearing account, or salvage fund, money to provide for the dismantling and removal of production platforms and facilities and plugging and abandoning its wells at the end of their useful lives, in accordance with applicable federal and state laws and regulations.  At September 30, 2010, the Fund had investments in U.S. Treasury securities within its salvage fund that are classified as held-to-maturity, totaling $1.0 million, which mature in May 2012. Interest earned on the account will become part of the salvage fund.  There are no restrictions on withdrawals from the salvage fund.

Oil and Gas Properties
The Fund invests in oil and gas properties, which are operated by unaffiliated entities that are responsible for drilling, administering and producing activities pursuant to the terms of the applicable operating agreements with working interest owners.  The Fund’s portion of exploration, drilling, operating and capital equipment expenditures is billed by operators.
 
The successful efforts method of accounting for oil and gas producing activities is followed.  Acquisition costs are capitalized when incurred.  Other oil and gas exploration costs, excluding the costs of drilling exploratory wells, are charged to expense as incurred.  The costs of drilling exploratory wells are capitalized pending the determination of whether the wells have discovered proved commercial reserves.  If proved commercial reserves have not been found, exploratory drilling costs are expensed to dry-hole expense.  Costs to develop proved reserves, including the costs of all development wells and related facilities and equipment used in the production of oil and gas, are capitalized.  Expenditures for ongoing repairs and maintenance of producing properties are expensed as incurred.
 
Upon the sale or retirement of a proved property, the cost and related accumulated depletion and amortization will be eliminated from the property accounts, and the resultant gain or loss is recognized. Upon the sale or retirement of an unproved property, gain or loss on the sale is recognized.
 
Capitalized acquisition costs of producing oil and gas properties are depleted by the units-of-production method.
 
At September 30, 2010 and December 31, 2009, amounts recorded in due to operators totaling $0.2 million and $0.6 million, respectively, related to capital expenditures for oil and gas properties.
 
Advances to Operators for Working Interests and Expenditures
The Fund’s acquisition of a working interest in a well or a project requires it to make a payment to the seller for the Fund’s rights, title and interest.  The Fund may be required to advance its share of estimated cash expenditures for the succeeding month’s operation.  The Fund accounts for such payments as advances to operators for working interests and expenditures.  As drilling costs are incurred, the advances are reclassified to unproved properties.

Asset Retirement Obligations
For oil and gas properties, there are obligations to perform removal and remediation activities when the properties are retired.  When a project reaches drilling depth and is determined to be either proved or dry, an asset retirement obligation is incurred.  Plug and abandonment costs associated with unsuccessful projects are expensed as dry-hole costs.  As indicated above, the Fund maintains a salvage fund to provide for the funding of future asset retirement obligations.  The following table presents changes in asset retirement obligations for the nine months ended September 30, 2010 and for the year ended December 31, 2009.
 

   
September 30, 2010
    
December 31, 2009
  
   
(in thousands)
  
Balance - Beginning of period
   $ 156     $ 57  
Liabilities incurred
     23       43  
Liabilities settled
     -       -  
Accretion expense
     4       4  
Revisions to previous estimates
     -       52  
Balance - End of period
   $ 183     $ 156  
 
Syndication Costs
Syndication costs are direct costs incurred by the Fund in connection with the offering of the Fund’s shares, including professional fees, selling expenses and administrative costs payable to the Manager, an affiliate of the Manager and unaffiliated broker-dealers, which are reflected on the Fund’s balance sheet as a reduction of shareholders’ capital.

Revenue Recognition and Imbalances
Oil and gas revenues are recognized when oil and gas is sold to a purchaser at a fixed or determinable price, when delivery has occurred and title has transferred, and if collectibility of the revenue is probable. 

The Fund uses the sales method of accounting for gas production imbalances.  The volumes of gas sold may differ from the volumes to which the Fund is entitled based on its interests in the properties.  These differences create imbalances that are recognized as a liability only when the properties’ estimated remaining reserves net to the Fund will not be sufficient to enable the underproduced owner to recoup its entitled share through production.  The Fund’s recorded liability, if any, would be reflected in other liabilities.  No receivables are recorded for those wells where the Fund has taken less than its share of production.

Derivative Instruments
The Fund may periodically utilize derivative instruments to manage the price risk attributable to its oil and gas production.  Derivatives are carried on the balance sheet at fair value and recorded as either an asset or liability.  Changes in the fair value of the derivatives are recorded currently in earnings unless specific hedge accounting criteria are met.  At this time, the Fund has elected not to use hedge accounting for its derivatives and, accordingly, the derivatives are marked-to-market each quarter with fair value gains and losses recognized currently as derivative instrument income on the statement of operations.  The related cash flow impact of the derivative activities are reflected as cash flows from operating activities on the statement of cash flows.  See Note 4. “Derivative Instruments,” for more information.

Impairment of Long-Lived Assets
The Fund reviews the value of its oil and gas properties whenever management determines that events and circumstances indicate that the recorded carrying value of properties may not be recoverable. Impairments of producing properties are determined by comparing future net undiscounted cash flows to the net book value at the time of the review.  If the net book value exceeds the future net undiscounted cash flows, the carrying value of the property is written down to fair value, which is determined using net discounted future cash flows from the producing property. The Fund provides for impairments on unproved properties when it determines that the property will not be developed or that a permanent impairment in value has occurred.  The fair value determinations require considerable judgment and are sensitive to change.  Different pricing assumptions, reserve estimates or discount rates could result in a different calculated impairment. Given the volatility of oil and natural gas prices, it is reasonably possible that the Fund’s estimate of discounted future net cash flows from proved oil and natural gas reserves could change in the near term.  If oil and natural gas prices decline significantly, even if only for a short period of time, it is possible that write-downs of oil and gas properties could occur.

Depletion and Amortization
Depletion and amortization of the cost of proved oil and gas properties are calculated using the units-of-production method.  Proved developed reserves are used as the base for depleting capitalized costs associated with successful exploratory well costs.  The sum of proved developed and proved undeveloped reserves is used as the base for depleting or amortizing leasehold acquisition costs, the costs to acquire proved properties and platform and pipeline costs.
 

Income Taxes
No provision is made for income taxes in the financial statements.  The Fund is a limited liability company, and as such, the Fund’s income or loss is passed through and included in the tax returns of the Fund’s shareholders.

Income and Expense Allocation
Profits and losses are allocated 85% to shareholders in proportion to their relative capital contributions and 15% to the Manager, except for interest income and certain expenses such as dry-hole costs, trust fees, depletion and amortization, which are allocated 99% to shareholders and 1% to the Manager.

3.  Recent Accounting Standards

In January 2010, the Financial Accounting Standards Board (“FASB”) issued guidance on improving disclosures about fair value measurements.  This guidance has new requirements for disclosures related to recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements in a rollforward reconciliation of Level 3 fair-value measurements. This guidance was effective for the Fund beginning January 1, 2010.  The adoption of this guidance did not have a material impact on the Fund’s financial statements.  The Level 3 reconciliation disclosures are effective for fiscal years beginning after December 15, 2010, which will be effective for the Fund December 31, 2011. The adoption of the guidance is not expected to have a material impact on the Fund’s financial statements.

4.   Derivative Instruments
 
In January 2010, the Fund entered into a derivative contract for put options relating to the pricing of gas for a portion of its anticipated production.  The use of such derivative instruments limits the downside risk of adverse price movements.  The Fund has elected not to use hedge accounting for these derivatives and consequently, the derivatives are marked-to-market each quarter with fair value gains and losses recognized currently as derivative instrument income on the statement of operations.  The estimated fair value of these contracts is based upon closing exchange prices on the New York Mercantile Exchange (“NYMEX”).  See Note 8. “Fair Value Measurements.”  The Fund has exposure to credit risk to the extent the derivative instrument counterparty is unable to satisfy its settlement commitment. The Fund actively monitors the creditworthiness of each counterparty and assesses the impact, if any, on its derivative positions.
 
The put options are carried at their fair value on the balance sheet within “Other current assets” and are settled based upon reported prices on the NYMEX.  The Fund recognizes all unrealized and realized gains and losses related to these contracts on a mark-to-market basis in the statement of operations under the caption “Derivative instrument income.” Settlements of derivative contracts are reflected in operating activities on the statement of cash flows.
 
At September 30, 2010, the Fund had outstanding derivative contracts with respect to its future production of gas that are not designated for hedge accounting as detailed in the following table.  The Fund had no derivative financial instruments prior to January 2010.
 
Production Period
  
Type of
Contract
  
Volume in
mmbtus
  
NYMEX
 Contract
Price per
 mmbtu
  
Estimated
 Fair Value
 Asset
               
(in thousands)
                 
October 1, 2010 - October 31, 2010
  
Put Options
  
         8,993
  
 $          4.90
  
 $               10
 
During the nine months ended September 30, 2010, the Fund’s derivative instrument income included unrealized gains of $7 thousand.

5.  Oil and Gas Properties

Leasehold acquisition and exploratory drilling costs are capitalized pending determination of whether the well has found proved reserves.  Unproved properties are assessed on a quarterly basis by evaluating and monitoring if sufficient progress is made on assessing the reserves.  At September 30, 2010, the Aspen Project had capitalized exploratory well costs in excess of one year.   Completion efforts are on-going for the Aspen Project and production is expected to commence during the fourth quarter 2011.
 

During June 2010, the Fund sold its interest in the Ajax Project to KNOC USA Corporation and Samsung Oil & Gas USA Corp., for net proceeds of $0.7 million in cash and estimated overriding royalty interest amounts, which resulted in a gain of $0.4 million.  At the time of the sale, the carrying value for the Ajax Project was $0.3 million.  During the year ended December 31, 2009, the Fund recorded an impairment charge of $1.1 million relating to the Ajax Project, after evaluating its options for completion of the well given its estimate of current market conditions.  The carrying value for the Ajax Project prior to the impairment charge was $1.5 million.  At the time of the impairment, the fair value of the well was determined based on level 3 inputs, which include projected income from reserves utilizing forward price curves, net of anticipated costs, discounted.

Capitalized exploratory well costs are expensed as dry-hole costs in the event that reserves are not found or are not in sufficient quantities to complete the well and develop the field.  At times, the Fund receives credits on certain wells from their respective operators upon review and audit of the wells’ costs.  Dry-hole costs, inclusive of such credits, are detailed in the following table.

   
Three months ended September 30,
    
Nine months ended September 30,
  
Lease Block
  
2010
    
2009
    
2010
    
2009
  
 
(in thousands)
  
Targa Project
   $ -     $ -     $ 2,276     $ -  
Neptune Project
     (1 )     -       (10 )     3,099  
Other wells
     9       20       9       111  
    $ 8     $ 20     $ 2,275     $ 3,210  

6.  Distributions

Distributions to shareholders are allocated in proportion to the number of shares held. Certain shares have early investment incentive and advance distribution rights, as defined in the LLC Agreement, which range from approximately $6 thousand to $12 thousand per share.  The Fund began making distributions to eligible early investors during the second quarter 2009.

The Manager determines whether available cash from operations, as defined in the LLC Agreement, will be distributed. Such distributions are allocated 85% to the shareholders and 15% to the Manager, as required by the LLC Agreement.

Available cash from dispositions, as defined in the LLC Agreement, will be paid 99% to shareholders and 1% to the Manager until the shareholders have received total distributions equal to their capital contributions.  After shareholders have received distributions equal to their capital contributions, 85% of available cash from dispositions will be distributed to shareholders and 15% to the Manager.

7.  Related Parties

The LLC Agreement provides that the Manager render management, administrative and advisory services.  For such services, the Manager is paid an annual management fee, payable monthly, of 2.5% of total capital contributions, net of cumulative dry-hole and related well costs incurred by the Fund.  Management fees were $0.3 million for each of the three months ended September 30, 2010 and 2009, respectively.  Management fees were $0.8 million and $0.9 million for the nine months ended September 30, 2010 and 2009, respectively.

At times, short-term payables and receivables, which do not bear interest, arise from transactions with affiliates in the ordinary course of business.

None of the compensation paid to the Manager has been derived as a result of arm’s length negotiations.

The Fund has working interest ownership in certain projects to acquire and develop oil and natural gas projects with other entities that are likewise managed by the Manager.
 

8.  Fair Value Measurements

At September 30, 2010 and December 31, 2009, cash and cash equivalents, short-term investments in marketable securities, production receivable, salvage fund and accrued expenses approximate fair value.  At September 30, 2010, derivative instruments are recorded at fair value based on Level 2 inputs, as the instrument is an over-the-counter derivative with a third party.
 
9.  Commitments and Contingencies

Capital Commitments
The Fund has entered into multiple agreements for the drilling and development of its investment properties.  The estimated capital expenditures associated with these agreements vary depending on the stage of development on a property-by-property basis.  As of September 30, 2010, the Fund had committed to spend an additional $14.1 million related to its investment properties, of which $7.5 million is expected to be spent during the next twelve months.

Environmental Considerations
The exploration for and development of oil and natural gas involves the extraction, production and transportation of materials which, under certain conditions, can be hazardous or cause environmental pollution problems.  The Manager and operators of the Fund’s properties are continually taking action they believe appropriate to satisfy applicable federal, state and local environmental regulations and do not currently anticipate that compliance with federal, state and local environmental regulations will have a material adverse effect upon capital expenditures, results of operations or the competitive position of the Fund in the oil and gas industry.  However, due to the significant public and governmental interest in environmental matters related to those activities, the Manager cannot predict the effects of possible future legislation, rule changes, or governmental or private claims.  At September 30, 2010 and December 31, 2009, there were no known environmental contingencies that required the Fund to record a liability.

In response to the recent oil spill in the Gulf of Mexico, the United States Congress is considering a number of legislative proposals relating to the upstream oil and gas industry both onshore and offshore.  Such proposals could result in significant additional laws or regulations governing the Fund’s operations in the United States, including a proposal to raise or eliminate the cap on liability for oil spill cleanups under the Oil Pollution Act of 1990. Although it is not possible at this time to predict whether proposed legislation or regulations will be adopted as initially written, if at all, or how legislation or new regulation that may be adopted would impact our business, any such future laws and regulations could result in increased compliance costs or additional operating restrictions, which could have a material adverse effect on the Fund’s operating results and cash flows.

Insurance Coverage
The Fund is subject to all risks inherent in the exploration for and development of oil and natural gas. Insurance coverage as is customary for entities engaged in similar operations is maintained, but losses may occur from uninsurable risks or amounts in excess of existing insurance coverage.  The occurrence of an event that is not insured or not fully insured could have an adverse impact upon earnings and financial position.  Moreover, insurance is obtained as a package covering all of the funds managed by the Manager.  Claims made by other funds managed by the Manager can reduce or eliminate insurance for the Fund.

10.   Subsequent Events

The Fund has assessed the impact of subsequent events through the date of issuance of its financial statements, and has concluded that there were no such events that require adjustment to, or disclosure in, the notes to the financial statements.
 


Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q (“Quarterly Report”) and the documents Ridgewood Energy U Fund, LLC (the “Fund”) has incorporated by reference into this Quarterly Report, other than purely historical information, including estimates, projections, statements relating to the Fund’s business plans, strategies, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the US Private Securities Litigation Reform Act of 1995 that are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. You are therefore cautioned against relying on any such forward-looking statements. Forward-looking statements can generally be identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “target,” “pursue,” “may,” “will,” “will likely result,” and similar expressions and references to future periods.  Examples of events that could cause actual results to differ materially from historical results or those anticipated include weather conditions, such as hurricanes, changes in market conditions affecting the pricing of oil and natural gas, the cost and availability of equipment, and changes in governmental regulations.  Examples of forward-looking statements made herein include statements regarding future projects, investments and insurance.  Forward-looking statements made in this document speak only as of the date on which they are made.  The Fund undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Critical Accounting Policies and Estimates

The following discussion and analysis of the Fund’s financial condition and operating results is based on its financial statements.  The preparation of this Quarterly Report requires the Fund to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Fund’s financial statements, and the reported amount of revenue and expense during the reporting period. Actual results may differ from those estimates and assumptions.  See “Notes to Unaudited Condensed Financial Statements” in Part I of this Quarterly Report for a presentation of the Fund’s significant accounting policies.  No changes have been made to the Fund’s critical accounting policies and estimates disclosed in its 2009 Annual Report on Form 10-K.

Overview of the Fund’s Business

The Fund is a Delaware limited liability company formed on August 28, 2006 to acquire interests in oil and gas properties located in the United States offshore waters of Texas, Louisiana and Alabama in the Gulf of Mexico. Ridgewood Energy Corporation (“Ridgewood Energy” or the “Manager”) a Delaware corporation, is the Manager. As the Manager, Ridgewood Energy has direct and exclusive control over the management of the Fund’s operations.  The Fund’s primary investment objective is to generate cash flow for distribution to its shareholders by generating returns across a portfolio of exploratory or development stage shallow water or deepwater projects.  However, the Fund is not required to make distributions to shareholders except as provided in the LLC Agreement.

The Manager performs certain duties on the Fund’s behalf including the evaluation of potential projects for investment and ongoing management, administrative and advisory services associated with these projects. For these services, the Manager receives an annual management fee equal to 2.5% of capital contributions, net of cumulative dry-hole and related well costs incurred by the Fund, payable monthly.  The Fund does not currently, nor is there any plan to, operate any project in which the Fund participates. The Manager enters into operating agreements with third-party operators for the management of all exploration, development and producing operations, as appropriate.  The Manager also participates in distributions.

Revenues are subject to market pricing for oil and natural gas, which has been extremely volatile, and is likely to continue to be volatile in the future. This volatility is caused by numerous factors and market conditions that the Fund cannot control or influence. Therefore, it is impossible to predict the future price of oil and natural gas with any certainty. Low commodity prices could have an adverse affect on the Fund’s future profitability.
 

Business Update

Information regarding the Fund’s current projects is provided in the following table.

         
Total spent
          
   
Working
    
through
    
Total Estimated
    
   
Interest
    
September 30, 2010
    
Budget
  
Status
         
(in thousands)
    
Non-producing Properties
                    
Alpha Project
     3.75%     $ 2,290     $ 6,351  
Completion efforts are ongoing.
Production expected May 2011.
Aspen Project
     1.75%     $ 4,424     $ 5,623  
Completion efforts are ongoing.
Production expected fourth quarter 2011.
Diller Project
     0.75%     $ 157     $ 4,611  
Acquired interest in May 2010.
Drilling scheduled for second quarter 2011.
Emerald Project well #3
     5.0%     $ -     $ 1,049  
Drilling date currently expected to commence in second quarter 2011.
Marmalard Project
     0.75%     $ 177     $ 3,425  
Acquired interest in May 2010.
Drilling date to be determined.
Producing Properties
                          
Cobalt Project
     5.0%     $ 2,367     $ 2,397  
Production commenced June 2009.  Minor recompletion into a new zone improving production completed in April 2010 at a cost of $9 thousand.  Additional recompletion activities planned at an estimated cost of $30 thousand.
Emerald Project well #1
     5.0%     $ 3,279     $ 3,279  
Production commenced February 2009.
Emerald Project well #2
     5.0%     $ 780     $ 793  
Well completed and production commenced July 2010.  Workover completed in October 2010 at a cost of $13 thousand.
Dry hole
                          
Targa Project
     2.0%     $ 2,276       N/A  
Drilling commenced February 2010;
dry hole determination May 2010.
Sold Project
                          
Ajax Project
     5.0%     $ 1,477       N/A  
Property sold June 2010.

In April 2010, the Deepwater Horizon, which was drilling a BP-operated project in the deepwater of the Gulf of Mexico, sank after an apparent blowout and fire.  As of the date of this filing, the well has been permanently capped and environmental remediation efforts are ongoing.  Neither the Fund nor any operators of the Fund’s projects owns an interest in the affected field.  As a result of the explosion and resultant oil spill, the U.S. government placed a six month moratorium on deepwater drilling operations in the Gulf of Mexico, which has been lifted effective October 12, 2010.  The extent to which these recent events may impact the Fund’s future results is uncertain.  The Fund cannot predict how federal and state authorities will further respond to the incident or whether additional changes in laws and regulations governing oil and gas operations in the Gulf of Mexico will result.  Such changes, if any, may impact the way the Fund conducts business and may increase the Fund’s cost of doing business.

During June 2010, the Fund sold its interest in the Ajax Project to KNOC USA Corporation and Samsung Oil & Gas USA Corp., for net proceeds of $0.7 million in cash and estimated overriding royalty interest amounts, which resulted in a gain of $0.4 million.  At the time of the sale, the carrying value for the Ajax Project was $0.3 million.  During the year ended December 31, 2009, the Fund recorded an impairment charge of $1.1 million relating to the Ajax Project, after evaluating its options for completion of the well given its estimate of current market conditions.  The carrying value for the Ajax Project prior to the impairment charge was $1.5 million.  At the time of the impairment, the fair value of the well was determined based on level 3 inputs, which include projected income from reserves utilizing forward price curves, net of anticipated costs, discounted.
 

Results of Operations

The following table summarizes the Fund’s results of operations for the three and nine months ended September 30, 2010 and 2009 and should be read in conjunction with the Fund’s financial statements and notes thereto included within Item 1 “Financial Statements” in Part I of this Quarterly Report.  

   
Three months ended September 30,
    
Nine months ended September 30,
  
   
2010
    
2009
    
2010
    
2009
  
   
(in thousands)
  
Revenue
                        
Oil and gas revenue
   $ 890     $ 312     $ 1,714     $ 715  
Expenses
                                
Depletion and amortization
     579       279       1,066       563  
Dry-hole costs
     8       20       2,275       3,210  
Management fees to affiliate
     266       284       836       892  
Operating expenses
     31       39       107       172  
General and administrative expenses
     152       74       370       367  
Total expenses
     1,036       696       4,654       5,204  
Gain on sale of oil and gas property
     -       -       412       -  
Loss from operations
     (146 )     (384 )     (2,528 )     (4,489 )
Other income
                                
Interest income
     9       122       29       367  
Derivative instrument income
     7       -       27       -  
Total other income
     16       122       56       367  
Net loss
     (130 )     (262 )     (2,472 )     (4,122 )
Other comprehensive loss
                                
Unrealized loss on marketable
                                
  securities
     -       (94 )     -       (298 )
Total comprehensive loss
   $ (130 )   $ (356 )   $ (2,472 )   $ (4,420 )

Overview.  Since inception the Fund has had three producing wells, Emerald Project wells #1 and #2 and the Cobalt Project, which commenced in February 2009, July 2010 and June 2009, respectively, thereby impacting the Fund’s revenue, depletion, amortization and lease operating expenses.

Oil and Gas Revenue.   Oil and gas revenue for the three months ended September 30, 2010 was $0.9 million, a $0.6 million increase from the three months ended September 30, 2009.  The increase is attributable to the impact of increased sales volumes totaling $0.3 million and increased average prices totaling $0.3 million.
 
Oil sales volumes were 3 thousand barrels and 6 hundred barrels for the three months ended September 30, 2010 and 2009, respectively.  The Fund’s oil prices averaged $77 per barrel during the three months ended September 30, 2010 compared to $64 per barrel during the three months ended September 30, 2009.

Gas sales volumes were 145 thousand mcf and 83 thousand mcf for the three months ended September 30, 2010 and 2009, respectively.  The Fund’s gas prices averaged $4.16 per mcf during the three months ended September 30, 2010 compared to $3.14 per mcf during the three months ended September 30, 2009.

Oil and gas revenue for the nine months ended September 30, 2010 was $1.7 million, a $1.0 million increase from the nine months ended September 30, 2009.  The increase is attributable to the impact of increased sales volumes totaling $0.6 million and increased average prices totaling $0.4 million.

Oil sales volumes were 5 thousand barrels and 1 thousand barrels for the nine months ended September 30, 2010 and 2009, respectively.  The Fund’s oil prices averaged $77 per barrel during the nine months ended September 30, 2010 compared to $56 per barrel during the nine months ended September 30, 2009.
 

Gas sales volumes were 280 thousand mcf and 178 thousand mcf for the nine months ended September 30, 2010 and 2009, respectively.  The Fund’s gas prices averaged $4.22 per mcf during the nine months ended September 30, 2010 compared to $3.45 per mcf during the nine months ended September 30, 2009.

The increases in volumes are primarily attributable to the timing of the onset of production for the Fund’s producing wells as discussed in “Overview” above.  These increases were partially offset by low production rates for the Cobalt Project during the first quarter 2010 due to reduced pressure in the well.  During the second quarter 2010, the Fund performed a recompletion of the well into an upper zone, which resulted in increased oil and gas volumes for the well.

Depletion and Amortization.  Depletion and amortization for the three and nine months ended September 30, 2010 was $0.6 million and $1.1 million, respectively, an increase of $0.3 million and $0.5 million from the three and nine months ended September 30, 2009, respectively.  The increase in the three month period resulted primarily from an increase in production volumes totaling $0.3 million.  The increase in the nine month period resulted from an increase in production volumes totaling $0.4 million, coupled with an increase in average depletion rates totaling $0.1 million.  The increase in the average depletion rate was primarily due to higher cost reserve additions for the Emerald Project well #2.
 
Dry-hole Costs.   Dry-hole costs are those costs incurred to drill and develop a well that is ultimately found to be incapable of producing either oil or natural gas in sufficient quantities to justify completion of the well.  At times, the Fund receives credits on certain wells from their respective operators upon review and audit of the wells’ costs.  Dry-hole costs, inclusive of such credits, are detailed in the following table.

   
Three months ended September 30,
    
Nine months ended September 30,
  
Lease Block
  
2010
    
2009
    
2010
    
2009
  
 
(in thousands)
  
Targa Project
   $ -     $ -     $ 2,276     $ -  
Neptune Project
     (1 )     -       (10 )     3,099  
Other wells
     9       20       9       111  
    $ 8     $ 20     $ 2,275     $ 3,210  

Management Fees to Affiliate.   Management fees for each of the three months ended September 30, 2010 and 2009 were $0.3 million.  Management fees for the nine months ended September 30, 2010 and 2009 were $0.8 million and $0.9 million, respectively.  An annual management fee, totaling 2.5% of total capital contributions, net of cumulative dry-hole and related well costs incurred by the Fund, is paid monthly to the Manager.

Operating Expenses.  Operating expenses represent costs specifically identifiable or allocable to the Fund’s wells, as detailed in the following table.

   
Three months ended September 30,
    
Nine months ended September 30,
  
   
2010
    
2009
    
2010
    
2009
  
   
(in thousands)
  
Lease operating expense
   $ 35     $ 38     $ 90     $ 84  
Geological costs
     4       -       9       85  
Accretion expense
     1       1       4       3  
Workover costs
     (9 )     -       4       -  
    $ 31     $ 39     $ 107     $ 172  

Lease operating expense related to the Fund’s producing properties as outlined above in “Overview”.  For the three months ended September 30, 2010 and 2009, average production cost was $0.19 per mcfe and $0.42 per mcfe, respectively.  For the nine months ended September 30, 2010 and 2009, average production cost was $0.26 per mcfe and $0.44 per mcfe, respectively.  Geological costs for the three and nine months ended September 30, 2010 related to the Aspen, Diller and Marmalard projects. Geological costs for the three and nine months ended September 30, 2009 related to the Aspen and Emerald projects.  Accretion expense is related to the asset retirement obligations established for the Fund’s proved properties.  Workover credits and costs for the three and nine months ended September 30, 2010 related to the Emerald Project.
 

General and Administrative Expenses.  General and administrative expenses represent costs specifically identifiable or allocable to the Fund, as detailed in the following table.

   
Three months ended September 30,
    
Nine months ended September 30,
  
   
2010
    
2009
    
2010
    
2009
  
   
(in thousands)
  
Insurance expense
   $ 108     $ 24     $ 224     $ 198  
Accounting fees
     39       42       126       136  
Trust fees and other
     5       8       20       33  
    $ 152     $ 74     $ 370     $ 367  

Insurance expense represents premiums related to producing well and control of well insurance, which varies dependent upon the number of wells producing or drilling and directors’ and officers’ liability insurance.  Accounting fees represent audit and tax preparation fees, quarterly reviews and filing fees incurred by the Fund.  Trust fees represent bank fees associated with the management of the Fund’s cash accounts.

Gain on Sale of Oil and Gas Property.  During the nine months ended September 30, 2010 the Fund recorded a gain on sale of property of $0.4 million, related to the Ajax Project.  There were no such amounts recorded during the three months ended September 30, 2010 and the three and nine months ended September 30, 2009.  See “Business Update” above for additional information regarding the sale.

Interest Income.    Interest income is comprised of interest earned on money market accounts and investments in U.S. Treasury securities.  Interest income for the three and nine months ended September 30, 2010 was $9 thousand and $29 thousand, respectively, a decrease of $0.1 million and $0.3 million, respectively, from the three and nine months ended September 30, 2009.  The decreases were the result of a reduction in average outstanding balances earning interest, due to ongoing capital expenditures for oil and gas properties, coupled with lower interest rates earned.

Derivative Instrument Income.  In January 2010, the Fund entered into a derivative contract for put options relating to the pricing of gas for a portion of its anticipated production.  The Fund recognizes all unrealized and realized gains and losses related to these contracts on a mark-to-market basis.  During the three months ended September 30, 2010, realized gains related to these contracts were $7 thousand.  During the nine months ended September 30, 2010, unrealized and realized gains related to these contracts were $7 thousand and $20 thousand, respectively .  There was no derivative activity during the three and nine months ended September 30, 2009.

Unrealized Loss on Marketable Securities.  During 2007, the Fund purchased available-for-sale U.S. Treasury securities, which matured in December 2009.  Unrealized gains and losses related to the securities’ change in fair value are recorded in other comprehensive income until realized.  During the three and nine months ended September 30, 2009, the Fund recorded unrealized losses of $0.1 million and $0.3 million, respectively, related to its available-for-sale-security.  There were no unrealized losses on marketable securities for the three and nine months ended September 30, 2010.

Capital Resources and Liquidity

Operating Cash Flows
Cash flows provided by operating activities for the nine months ended September 30, 2010 were $0.3 million, primarily related to revenue received of $1.5 million and favorable working capital of $0.1 million, partially offset by management fees of $0.8 million, general and administrative expenses of $0.4 million and operating expenses of $0.1 million.

Cash flows used in operating activities for the nine months ended September 30, 2009 were $0.4 million, primarily related to management fees of $0.9 million, general and administrative expenses of $0.4 million and operating expenses of $0.2 million, partially offset by revenue received of $0.6 million, interest income received of $0.3 million and favorable working capital of $0.1 million.

Investing Cash Flows
Cash flows provided by investing activities for the nine months ended September 30, 2010 were $7.0 million, primarily related to the maturity of investments in U.S. Treasury securities of $14.0 million and proceeds from the sale of the Ajax Project totaling $0.7 million, partially offset by capital expenditures for oil and gas properties of $4.7 million and investments in U.S. Treasury securities of $3.0 million.
 

Cash flows used in investing activities for the nine months ended September 30, 2009 were $8.8 million, primarily related to capital expenditures for oil and gas properties. 

Financing Cash Flows
Cash flows used in financing activities for the nine months ended September 30, 2010 were $1.3 million, related to manager and shareholder distributions.

Cash flows used in financing activities for the nine months ended September 30, 2009 were $0.3 million related to manager and shareholder distributions.

Estimated Capital Expenditures

The Fund has entered into multiple agreements for the acquisition, drilling and development of its investment properties.  The estimated capital expenditures associated with these agreements can vary depending on the stage of development on a property-by-property basis.  As of September 30, 2010, the Fund had committed to spend an additional $14.1 million related to its investment properties, of which $7.5 million is expected to be spent during the next twelve months.

When the Manager makes a decision to participate in an exploratory project, it assumes that the well will be successful and allocates enough capital to budget for the completion of that well and the additional development wells and infrastructure anticipated.  If an exploratory well is deemed a dry hole or if it is determined to be un-economical, the capital allocated to the completion of that well and to the development of additional wells is then reallocated to a new project or used to make additional investments.

Capital expenditures for investment properties are funded with the capital raised by the Fund in its private placement offering, which is all the capital it will obtain.  The number of projects in which the Fund can invest will be limited, and each unsuccessful project the Fund experiences reduces its ability to generate revenue and exhaust its capital.  Typically, the Manager seeks an investment portfolio that combines high and low risk exploratory projects.

Liquidity Needs

The Fund’s primary short-term liquidity needs are to fund its operations, inclusive of management fees, and capital expenditures for its investment properties.  Operations are funded utilizing operating income, existing cash on-hand, short-term investments and income earned therefrom. 

The Manager is entitled to receive an annual management fee from the Fund regardless of the Fund’s profitability in that year. Generally, all or a portion of the management fee is paid from operating income and interest income, although the management fee can be paid out of capital contributions; however, this is not the Fund’s intent.

Distributions, if any, are funded from available cash from operations, as defined in the LLC Agreement, and the frequency and amount are within the Manager’s discretion.

Off-Balance Sheet Arrangements

The Fund had no off-balance sheet arrangements at September 30, 2010 and December 31, 2009 and does not anticipate the use of such arrangements in the future.

Contractual Obligations

The Fund enters into participation and operating agreements with operators.  On behalf of the Fund, an operator enters into various contractual commitments pertaining to exploration, development and production activities.  The Fund does not negotiate such contracts.  No contractual obligations exist at September 30, 2010 and December 31, 2009 other than those discussed in “Estimated Capital Expenditures” above.
 

Recent Accounting Pronouncements

See Note 3 of Notes to Unaudited Condensed Financial Statements – “Recent Accounting Standards” contained in this Quarterly Report for a discussion of recent accounting pronouncements.


Not required.


In accordance with Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Fund’s management, including its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Fund’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Fund’s disclosure controls and procedures were effective as of September 30, 2010.

There has been no change in the Fund’s internal control over financial reporting that occurred during the three months ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.
 
 
 
 
 
 

PART II - OTHER INFORMATION


None.


Not required.


None.


None.




None.


EXHIBIT
        
NUMBER
  
TITLE OF EXHIBIT
  
METHOD OF FILING
31.1
  
Certification of Robert E. Swanson, Chief Executive Officer of the Fund, pursuant to Exchange Act Rule 13a-14(a)
  
Filed herewith
         
31.2
  
Certification of Kathleen P. McSherry, Chief Financial Officer of the Fund, pursuant to Exchange Act Rule 13a-14(a)
  
Filed herewith
         
32
  
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Robert E. Swanson, Chief Executive Officer of the Fund and Kathleen P. McSherry, Chief Financial Officer of the Fund
  
Filed herewith

 

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

         
RIDGEWOOD ENERGY U FUND, LLC
 
Dated:     
November 2, 2010
By:
/s/
  
ROBERT E. SWANSON
     
Name:
  
Robert E. Swanson
     
Title:
  
Chief Executive Officer
         
(Principal Executive Officer)
           
           
Dated:
November 2, 2010
By:
/s/
  
KATHLEEN P. MCSHERRY
     
Name:
  
Kathleen P. McSherry
     
Title:
  
Executive Vice President and Chief Financial Officer
         
(Principal Financial Officer)
 
 
 
 
 
17

Ridgewood Energy U Fund LLC Reports