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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
 
 x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
   
  or
   
 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: 000-51268
 
RIDGEWOOD ENERGY M FUND, LLC
(Exact name of registrant as specified in its charter)

 
Delaware
13-4285167
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
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 x      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                                                            o
Smaller reporting company                         x
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)  Yes o     No   x

As of May 9, 2012 the Fund had 535.6818 shares of LLC Membership Interest outstanding.



 
 

 



PART I – FINANCIAL INFORMATION
PAGE
1
                       
1
   
 
    2
   
 
   
3
   
4
9
13
13
     
PART II – OTHER INFORMATION
 
13
13
13
13
13
13
14
     
 
15
 
 
 
 
 
 

PART I – FINANCIAL INFORMATION


RIDGEWOOD ENERGY M FUND, LLC
(in thousands, except share data)

   
March 31, 2012
   
December 31, 2011
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 205     $ 169  
Salvage fund
    -       101  
Production receivable
    43       62  
Other current assets
    50       93  
Total current assets
    298       425  
Salvage fund
    836       635  
Oil and gas properties:
               
Proved properties
    6,654       6,658  
Less:  accumulated depletion and amortization
    (3,042 )     (2,932 )
Total oil and gas properties, net
    3,612       3,726  
Total assets
  $ 4,746     $ 4,786  
                 
Liabilities and Members' Capital
               
Current liabilities:
               
Accrued expenses
  $ 111     $ 96  
Asset retirement obligations
    -       101  
Total current liabilities
    111       197  
Asset retirement obligations
    1,154       1,053  
Total liabilities
    1,265       1,250  
Commitments and contingencies (Note 5)
               
Members' capital:
               
Manager:
               
Distributions
    (1,551 )     (1,551 )
Retained earnings
    355       349  
Manager's total
    (1,196 )     (1,202 )
Shareholders:
               
Capital contributions (834 shares authorized;
               
   535.6818 issued and outstanding)
    78,887       78,887  
Syndication costs
    (8,597 )     (8,597 )
Distributions
    (10,502 )     (10,502 )
Accumulated deficit
    (55,111 )     (55,050 )
Shareholders' total
    4,677       4,738  
Total members' capital
    3,481       3,536  
Total liabilities and members' capital
  $ 4,746     $ 4,786  
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

 
RIDGEWOOD ENERGY M FUND, LLC
(in thousands, except per share data)

   
Three months ended March 31,
 
   
2012
   
2011
 
Revenue
           
Oil and gas revenue
  $ 156     $ 190  
                 
Expenses
               
Depletion and amortization
    110       49  
Dry-hole costs
    (11 )     (75 )
Impairment of oil and gas properties
    -       20  
Operating expenses
    66       65  
General and administrative expenses
    46       53  
Total expenses
    211       112  
(Loss) income from operations
    (55 )     78  
Interest income
    -       7  
Net (loss) income
  $ (55 )   $ 85  
                 
Manager Interest
               
Net income
  $ 6     $ 11  
                 
Shareholder Interest
               
Net (loss) income
  $ (61 )   $ 74  
Net (loss) income per share
  $ (114 )   $ 138  
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

 
RIDGEWOOD ENERGY M FUND, LLC
(in thousands)
 
   
Three months ended March 31,
 
   
2012
   
2011
 
Cash flows from operating activities
           
Net (loss) income
  $ (55 )   $ 85  
Adjustments to reconcile net (loss) income to net cash
               
   provided by operating activities:
               
Depletion and amortization
    110       49  
Dry-hole costs
    (11 )     (75 )
Impairment of oil and gas properties
    -       20  
Changes in assets and liabilities:
               
Decrease in production receivable
    19       96  
Decrease in other current assets
    58       15  
Increase (decrease) in accrued expenses
    15       (48 )
Net cash provided by operating activities
    136       142  
                 
Cash flows from investing activities
               
Credits for capital investment properties
    -       4  
(Investments in) proceeds from salvage fund, net
    (100 )     645  
Net cash (used in) provided by investing activities
    (100 )     649  
                 
Cash flows from financing activities
               
Distributions
    -       (183 )
Net cash used in financing activities
    -       (183 )
                 
Net increase in cash and cash equivalents
    36       608  
Cash and cash equivalents, beginning of period
    169       421  
Cash and cash equivalents, end of period
  $ 205     $ 1,029  
                 
Supplemental schedule of non-cash investing activities
               
Advances used for capital expenditures in oil and gas
properties reclassified to proved properties
  $ -     $ 156  
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

 
RIDGEWOOD ENERGY M FUND, LLC

1.                     
Organization and Summary of Significant Accounting Policies

Organization
The Ridgewood Energy M Fund, LLC (the “Fund”), a Delaware limited liability company, was formed on August 2, 2004 and operates pursuant to a limited liability company agreement (the “LLC Agreement”) dated as of September 7, 2004 by and among Ridgewood Energy Corporation (the “Manager”) and the shareholders of the Fund.  The Fund was organized to primarily acquire interests in oil and gas properties located in the United States offshore waters of Texas, Louisiana, and Alabama in the Gulf of Mexico.

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, and negotiates 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 3 and 5.

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, 2011 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 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, which, for interest bearing deposits, are $250 thousand per insured financial institution.  Additionally, non-interest bearing deposits are fully insured through December 31, 2012, after which they will be included within the $250 thousand limit.  At March 31, 2012, the Fund’s bank balances exceeded federally insured limits by $0.8 million, all of which was invested in money market accounts that invest solely in U.S. Treasury bills and notes.

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.   Interest earned on the account will become part of the salvage fund. There are no restrictions on withdrawals from the salvage fund.
 
 
At March 31, 2012, the Fund has estimated asset retirement obligations of $1.2 million, which exceed its salvage fund by $0.3 million. The Manager may transfer additional amounts from the Fund’s operating income to the salvage fund in order to meet its asset retirement obligations. There are no restrictions on withdrawals from the salvage fund and the Fund may elect to use amounts from the salvage fund to provide for operational needs.

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.

Exploration, development and acquisition costs are accounted for using the successful efforts method. Costs of acquiring unproved and proved oil and natural gas leasehold acreage, including lease bonuses, brokers’ fees and other related costs are capitalized. Costs of drilling and equipping productive wells and related production facilities are capitalized.  Exploratory costs are capitalized pending determination of whether proved reserves have been found. If proved commercial reserves are not found, exploratory drilling costs are expensed as dry-hole costs. Annual lease rentals and exploration expenses 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.

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 or proved 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.

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 collectability 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.

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 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.  There were no impairments during the three months ended March 31, 2012. During the three months ended March 31, 2011, the Fund recorded within impairments of oil and gas properties amounts totaling $20 thousand, which were attributable to net adjustments to asset retirement obligations for fully depleted wells, which included a conveyance of the West Cameron 57 asset retirement obligation.  See Note 2. “Oil and Gas Properties,” for more information on the conveyance of West Cameron 57.
 
 
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, development costs and related facilities. The sum of proved developed and proved undeveloped reserves is used as the base for depleting or amortizing leasehold acquisition 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.

Distributions
Distributions to shareholders are allocated in proportion to the number of shares held. 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.

During 2009, the Manager elected to waive its right to distributions of available cash from operations for the remaining life of the Fund.  During the second quarter 2011, the Manager suspended Fund distributions to shareholders and does not currently expect to resume distributions until such time that production levels provide available cash for distribution.

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.

Recent Accounting Pronouncements
The Fund has considered recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the Fund’s financial statements.

2.                     
Oil and Gas Properties

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.  The Fund recorded credits to dry-hole costs of $11 thousand and $75 thousand during the three months ended March 31, 2012 and 2011, respectively.

Effective February 1, 2011, the Fund entered into an agreement to convey its working interest in West Cameron 57 to Marlin Coastal, L.L.C. (“Marlin”), the operator of the well, in exchange for Marlin’s assumption of all future obligations and liabilities of the well. As a result of the conveyance, during the first quarter 2011, the Fund relieved the asset retirement obligation of $0.2 million that it had previously established for the well. Such amount is included in the statement of operations under the caption “Impairment of oil and gas properties.”

3.                     
Related Parties

The LLC Agreement provides that the Manager render management, administrative and advisory services for which the Manager is entitled to an annual management fee, equal to 2.5% of the total shareholder capital. During 2007, the Manager waived its management fee for the remaining life of the Fund. Upon the waiver of the management fee, the Fund began recording costs relating to services provided by the Manager for accounting and investor relations. Such costs, which are included in general and administrative expenses, totaled $10 thousand for each of the three months ended March 31, 2012 and 2011.
 
 
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 amounts paid to the Manager have 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.

4.                     
Fair Value Measurements

At March 31, 2012 and December 31, 2011, cash and cash equivalents, salvage fund, production receivable, and accrued expenses approximate fair value.

5.                     
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. The Fund has reached the end of its investment cycle.  As of March 31, 2012, the Fund had committed to spend an additional $18 thousand related to its investment properties, of which $9 thousand is expected to be spent during the next twelve months. The Fund expects to make additional contributions of $0.3 million to its salvage fund.  Based upon its current reserve estimates, the Fund expects cash flow from operations to be sufficient to cover its commitments, as well as ongoing operations. Reserve estimates are projections based on engineering data that cannot be measured with precision, require substantial judgment, and are subject to frequent revision. The Fund may borrow from the Manager in the event of a working capital deficit, or temporary production stoppage causing the Fund’s wells to not produce cash flow from operations. At such time the Manager determines that the Fund is no longer capable of continuing to fund its operations, the Manager would elect to dissolve the Fund.

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 March 31, 2012 and December 31, 2011, there were no known environmental contingencies that required the Fund to record a liability.

In response to the April 2010 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.

 
6.                     
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.
 
 
 
 

 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q (“Quarterly Report”) and the documents Ridgewood Energy M 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 2011 Annual Report on Form 10-K.

Overview of the Fund’s Business

The Fund is a Delaware limited liability company formed on August 2, 2004 to primarily acquire interests in oil and natural gas properties located in the United States offshore waters of Texas, Louisiana and Alabama in the Gulf of Mexico.  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 oil and natural gas projects.  However, the Fund is not required to make distributions to shareholders except as provided in the Fund’s limited liability company agreement (the “LLC Agreement”).

Ridgewood Energy Corporation (the “Manager” or “Ridgewood Energy”) is the Manager, and as such, has direct and exclusive control over the management of the Fund’s operations.  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.  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.

Revenues are subject to market pricing for oil and natural gas, which has been 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 effect on the Fund’s future profitability.
 
 
Business Update

Information regarding the Fund’s current projects, all of which are located in the offshore waters of the Gulf of Mexico, is provided in the following table.
           
Total Spent
   
Total
   
     
Working
   
through
   
Fund
   
Lease Block
 
Interest
   
March 31, 2012
   
Budget
 
Status
           
(in thousands)
   
Producing Properties
                     
      South Marsh Island 111   8.75%     $ 2,757     $ 2,766  
Production commenced in 2009.  Minor recompletion is planned for 2013 at an estimated cost of $9 thousand.
                         
     West Delta 68   8.75%     $ 2,073     $ 2,082  
Production commenced in 2008.  Recompletion planned for 2014 at an estimated cost of $9 thousand.
 
Results of Operations

The following table summarizes the Fund’s results of operations for the three months ended March 31, 2012 and 2011, and should be read in conjunction with the Fund’s financial statements and notes thereto included within Item 1.  “Financial Statements” in Part I in this Quarterly Report.
   
Three months ended March 31,
 
   
2012
   
2011
 
   
(in thousands)
 
Revenue
           
Oil and gas revenue
  $ 156     $ 190  
                 
Expenses
               
Depletion and amortization
    110       49  
Dry-hole costs
    (11 )     (75 )
Impairment of oil and gas properties
    -       20  
Operating expenses
    66       65  
General and administrative expenses
    46       53  
Total expenses
    211       112  
(Loss) income from operations
    (55 )     78  
Interest income
    -       7  
Net (loss) income
  $ (55 )   $ 85  
 
Overview.  The following table provides information related to the Fund’s oil and gas production and oil and gas revenue during the three months ended March 31, 2012 and 2011.
   
Three months ended March 31,
 
   
2012
   
2011
 
Number of wells producing
    2       5  
Total number of production days
    151       174  
Average mcfe per production day
    127       162  
Oil sales (in barrels)
    916       989  
Average oil price per barrel
  $ 111     $ 96  
Gas sales (in thousands of mcfs)
    12       21  
Average gas price per mcf
  $ 2.68     $ 4.16  
 
The decreases in production days, average production rate and sales volumes were principally attributable to the number of wells producing, partially offset by a decrease in the number of non-productive days related to maintenance activities.  The working interest in West Cameron 57 was conveyed to its operator effective February 1, 2011.  The Whistler Project and West Delta 67 were determined to by fully depleted during the first and second quarter of 2011, respectively.
 
 
Oil and Gas Revenue.  Oil and gas revenue for the three months ended March 31, 2012 was $156 thousand, a $34 thousand decrease from the three months ended March 31, 2011.  The decrease is principally attributable to decreased sales volume coupled with the impact of decreased gas prices.  See “Overview” above for additional information.

Depletion and Amortization.  Depletion and amortization for the three months ended March 31, 2012 was $110 thousand, an increase of $61 thousand from the three months ended March 31, 2011, which was principally due to the composite of productive wells.

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.  The Fund recorded credits to dry-hole costs of $11 thousand and $75 thousand during the three months ended March 31, 2012 and 2011, respectively.
 
Impairment of Oil and Gas Properties.  There were no impairments of oil and gas properties during the three months ended March 31, 2012.  During the three months ended March 31, 2011, the Fund recorded within impairments of oil and gas properties amounts totaling $20 thousand, relating to revisions to asset retirement obligations for fully depleted wells. An impairment of $0.2 million, relating to the Whistler Project, was partially offset by a credit of $0.2 million, relating to the conveyance of West Cameron 57 to its operator.
 
Operating Expenses.  Operating expenses represent costs specifically identifiable or allocable to the Fund’s wells. During the three months ended March 31, 2012 and 2011, operating expenses of $66 thousand and $65 thousand, respectively, related to lease operating expenses for the Fund’s producing properties during each period as outlined above in “Overview”.  The average production cost was $3.42 per mcfe during the three months ended March 31, 2012 compared to $2.33 per mcfe during the three months ended March 31, 2011.

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 March 31,
 
   
2012
   
2011
 
   
(in thousands)
 
Accounting fees
  $ 26     $ 26  
Insurance expense
    10       16  
Management reimbursement and other
    10       11  
    $ 46     $ 53  
 
Accounting fees represent audit and tax preparation fees, quarterly reviews and filing fees incurred by the Fund.  Insurance expense represents premiums related to producing well and control of well insurance, which varies depending upon the number of wells producing or drilling, and directors’ and officers’ liability insurance. Management reimbursement relates to reimbursements for various administrative costs incurred on the Fund’s behalf.

Interest Income.  Interest income is comprised of interest earned on money market accounts and investments in U.S. Treasury securities. The Fund did not record interest income during the three months ended March 31, 2012.  Interest income for the three months ended March 31, 2011 was $7 thousand.

Capital Resources and Liquidity

Operating Cash Flows
Cash flows provided by operating activities for the three months ended March 31, 2012 were $0.1 million, primarily related to revenue received of $0.2 million, partially offset by operating and general and administrative expenses paid.

Cash flows provided by operating activities for the three months ended March 31, 2011 were $0.1 million, primarily related to revenue received of $0.3 million, partially offset by operating and general and administrative expenses paid totaling $0.2 million.

 
Investing Cash Flows
Cash flows used in investing activities for the three months ended March 31, 2012 were $0.1 million, related to investments in the salvage fund.

Cash flows provided by investing activities for the three months ended March 31, 2011 were $0.6 million, primarily related to proceeds from the salvage fund.

Financing Cash Flows
There were no cash flows from financing activities for the three months ended March 31, 2012.

Cash flows used in financing activities for the three months ended March 31, 2011 were $0.2 million, related to 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 March 31, 2012, the Fund had committed to spend an additional $18 thousand related to its investment properties, of which $9 thousand is expected to be spent during the next twelve months. See “Liquidity Needs” below.

Capital expenditures for investment properties were 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 was limited and each unsuccessful project the Fund experienced reduced its ability to generate revenue and exhausted its capital.

Liquidity Needs

The Fund has reached the end of its investment cycle.  The Fund’s primary short-term liquidity needs are to fund its operations, inclusive of expenditures for its investment properties. The Fund expects to make additional contributions of $0.3 million to its salvage fund. Operations are funded utilizing operating income, existing cash on-hand and income earned therefrom.

Based upon its current reserve estimates, the Fund expects cash flow from operations to be sufficient to cover its commitments, as well as ongoing operations. Reserve estimates are projections based on engineering data that cannot be measured with precision, require substantial judgment, and are subject to frequent revision. The Fund may borrow from the Manager in the event of a working capital deficit, or temporary production stoppage causing the Fund’s wells to not produce cash flow from operations. At such time the Manager determines that the Fund is no longer capable of continuing to fund its operations, the Manager would elect to dissolve the Fund.

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. During 2009, the Manager elected to waive its right to distributions of available cash from operations for the remaining life of the Fund. During the second quarter 2011, the Manager suspended Fund distributions to shareholders and does not currently expect to resume distributions until such time that production levels provide available cash for distribution.

Off-Balance Sheet Arrangements

The Fund had no off-balance sheet arrangements at March 31, 2012 and December 31, 2011 and does not anticipate the use of such arrangements in the future.

Contractual Obligations

The Fund enters into participation and joint 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 March 31, 2012 and December 31, 2011 other than those discussed in “Estimated Capital Expenditures” above.

 
Recent Accounting Pronouncements

The Fund has considered recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the Fund’s financial statements.


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 March 31, 2012.

There has been no change in the Fund’s internal control over financial reporting that occurred during the three months ended March 31, 2012 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.


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, Executive Vice President
and 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, Executive Vice President and
Chief Financial Officer of the Fund
Filed herewith
     
101.INS
XBRL Instance Document
*
     
101.SCH
XBRL Taxonomy Extension Schema
*
     
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
*
     
101.LAB
XBRL Taxonomy Extension Label Linkbase
*
     
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
*
     

*  Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

 
 

 
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 M FUND, LLC
 
           
Dated: May 9, 2012
By:
/s/
 
ROBERT E. SWANSON
 
   
Name:
 
Robert E. Swanson
 
   
Title:
 
Chief Executive Officer
(Principal Executive Officer)
 
 
           
Dated: May 9, 2012
By:
/s/
 
KATHLEEN P. MCSHERRY
 
   
Name:
 
Kathleen P. McSherry
 
   
Title:
 
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
 
 
 
 
 
15