Ridgewood Energy P Fund LLC - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Ridgewood Energy P Fund LLC	Financial_Report.xls
EX-31.2 - EXHIBIT 31.2 - Ridgewood Energy P Fund LLC	ex31_2.htm
EX-31.1 - EXHIBIT 31.1 - Ridgewood Energy P Fund LLC	ex31_1.htm
EX-32 - EXHIBIT 32 - Ridgewood Energy P Fund LLC	ex32.htm

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, 2014

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. 000-51926

Ridgewood Energy P Fund, LLC

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

86-1133315

(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 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 (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 October 28, 2014 the Fund had 933.06 shares of LLC Membership Interest outstanding.

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			PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements		1
		Unaudited Condensed Balance Sheets as of September 30, 2014 and December 31, 2013	1
		Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2014 and 2013	2
		Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2014 and 2013	3
		Notes to Unaudited Condensed Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		14
Item 4.	Controls and Procedures		14

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		14
Item 1A.	Risk Factors		14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		14
Item 3.	Defaults Upon Senior Securities		14
Item 4.	Mine Safety Disclosures		14
Item 5.	Other Information		14
Item 6.	Exhibits		15

	SIGNATURES		15

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RIDGEWOOD ENERGY P FUND, LLC

UNAUDITED CONDENSED BALANCE SHEETS

(in thousands, except share data)

	September 30, 2014			December 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	2,018		$	894
Production receivable		343			267
Asset held for sale		-			317
Other current assets		31			35
Total current assets		2,392			1,513
Salvage fund		1,436			1,328
Oil and gas properties:
Advances to operators for working interests and expenditures		-			84
Proved properties		22,527			22,434
Less: accumulated depletion and amortization		(19,723	)		(19,086	)
Total oil and gas properties, net		2,804			3,432
Total assets	$	6,632		$	6,273

Liabilities and Members' Capital
Current liabilities:
Due to operators	$	238		$	423
Accrued expenses		34			41
Liability held for sale		-			171
Total current liabilities		272			635

Asset retirement obligations		1,292			1,292
Total liabilities		1,564			1,927

Commitments and contingencies (Note 4)
Members' capital:
Manager:
Distributions		(6,619	)		(6,417	)
Retained earnings		4,163			3,951
Manager's total		(2,456	)		(2,466	)

Shareholders:
Capital contributions (1,335 shares authorized;
933.06 issued and outstanding)		138,344			138,344
Syndication costs		(15,898	)		(15,898	)
Distributions		(38,748	)		(36,368	)
Accumulated deficit		(76,174	)		(79,266	)
Shareholders' total		7,524			6,812
Total members' capital		5,068			4,346
Total liabilities and members' capital	$	6,632		$	6,273

The accompanying notes are an integral part of these unaudited condensed financial statements.

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RIDGEWOOD ENERGY P FUND, LLC

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014		2013
Revenue
Oil and gas revenue	$	915		$	1,415		$	2,567	$	4,974

Expenses
Depletion and amortization		261			560			562		1,645
Dry-hole costs		10			610			21		587
Management fees to affiliate (Note 3)		-			304			272		912
Operating expenses		240			326			841		978
General and administrative expenses		60			47			174		181
Total expenses		571			1,847			1,870		4,303
(Loss) gain on sale of oil and gas properties		(3	)		-			2,599		-
Income (loss) from operations		341			(432	)		3,296		671
Interest income		3			3			8		13
Net income (loss)	$	344		$	(429	)	$	3,304	$	684

Manager Interest
Net income	$	89		$	99		$	212	$	413

Shareholder Interest
Net income (loss)	$	255		$	(528	)	$	3,092	$	271
Net income (loss) per share	$	273		$	(566	)	$	3,314	$	291

The accompanying notes are an integral part of these unaudited condensed financial statements.

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RIDGEWOOD ENERGY P FUND, LLC

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

	Nine months ended September 30,
	2014			2013

Cash flows from operating activities
Net income	$	3,304		$	684
Adjustments to reconcile net income to net cash
provided by operating activities:
Depletion and amortization		562			1,645
Gain on sale of oil and gas properties		(2,599	)		-
Dry-hole costs		21			587
Changes in assets and liabilities:
(Increase) decrease in production receivable		(76	)		623
Decrease in other current assets		2			17
(Decrease) increase in due to operators		(195	)		26
Decrease in accrued expenses		(7	)		(5	)
Settlements of asset retirement obligations		-			(120	)
Net cash provided by operating activities		1,012			3,457

Cash flows from investing activities
Payments to operators for working interests and expenditures		-			(119	)
Proceeds from sale of oil and gas properties		2,745			-
Credits (expenditures) for capital investment properties		57			(702	)
Investments in salvage fund		(108	)		(233	)
Net cash provided by (used in) investing activities		2,694			(1,054	)

Cash flows from financing activities
Distributions		(2,582	)		(3,726	)
Net cash used in financing activities		(2,582	)		(3,726	)

Net increase (decrease) in cash and cash equivalents		1,124			(1,323	)
Cash and cash equivalents, beginning of period		894			2,525
Cash and cash equivalents, end of period	$	2,018		$	1,202

Supplemental schedule of non-cash investing activities
Advances used for capital expenditures in oil and gas properties reclassified to proved properties	$	84		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

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RIDGEWOOD ENERGY P FUND, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies

Organization

The Ridgewood Energy P Fund, LLC (the "Fund”), a Delaware limited liability company, was formed on March 21, 2005 and operates pursuant to a limited liability company agreement (the “LLC Agreement") dated as of May 16, 2005 by and among Ridgewood Energy Corporation (the "Manager") and the shareholders of the Fund, which addresses matters such as the authority and voting rights of the Manager and shareholders, capitalization, transferability of membership interests, participation in costs and revenues, distribution of assets and dissolution and winding up. 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 4.

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, 2013 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.

Fair Value Measurements

The fair value measurement guidance provides a hierarchy that prioritizes and defines the types of inputs used to measure fair value. The fair value hierarchy gives the highest priority to Level 1 inputs, which consists of unadjusted quoted prices for identical instruments in active markets. Level 2 inputs consist of quoted prices for similar instruments. Level 3 valuations are derived from inputs that are significant and unobservable; hence, these valuations have the lowest priority. Cash and cash equivalents approximate fair value based on Level 1 inputs. Mortgage-backed securities are recorded based on Level 2 inputs, as such instruments trade in over-the-counter markets.

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 are $250 thousand per insured financial institution. At September 30, 2014, the Fund’s bank balances were maintained in uninsured bank accounts at Wells Fargo Bank, N.A.

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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, 2014 and December 31, 2013, the Fund had investments in federal agency mortgage-backed securities within its salvage fund that are classified as available-for-sale of $0.2 million and $0.3 million, respectively, which mature in January 2042. Available-for-sale securities are carried in the financial statements at fair value. At September 30, 2014 and December 31, 2013, the fair market value approximated the Fund’s carrying value, therefore there was no unrealized gain or loss related to the Fund’s available-for-sale investments.

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

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. All costs related to production activity and workover efforts are expensed as incurred.

Upon the sale, retirement or abandonment of a property, the cost and related accumulated depletion and amortization, if any, is eliminated from the property accounts, and the resultant gain or loss is recognized.

At September 30, 2014 and December 31, 2013, amounts recorded in due to operators totaling $30 thousand and $20 thousand, 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 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.

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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 proved 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 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.

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 to shareholders and the Manager in accordance with the LLC agreement.

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.

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. During the nine months ended September 30, 2014, the Fund made distributions of available cash from dispositions related to the sale of the Raven Project totaling $1.3 million. There were no such distributions during the three months ended September 30, 2014 and during the three and nine months ended September 30, 2013.

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

On January 17, 2014, the Fund, along with its affiliates, Ridgewood Energy Gulf of Mexico Oil and Gas Fund, L.P., Ridgewood Energy A-1 Fund, LLC, Ridgewood Energy W Fund, LLC, and Ridgewood Energy Y Fund, LLC, (when used with the Fund the “Ridgewood Funds”) entered into a purchase and sale agreement to sell the Ridgewood Funds’ interests in the Raven Project, located in the state waters of Louisiana, to Castex Energy Partners, L.P. for cash consideration totaling $21.7 million. The closing of the sale transaction occurred on January 30, 2014.

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The Fund had a 6.25% working interest in the Raven Project and received $2.7 million in cash proceeds from the sale. The net carrying value for the Raven Project on the date of the sale was $0.1 million, thereby resulting in a gain to the Fund of $2.6 million, which was recognized during the nine months ended September 30, 2014. There was no such amount recorded during the three and nine months ended September 30, 2013.

At December 31, 2013, the Fund’s balance sheet reflected the Raven Project’s cost and accumulated depletion classified as “Asset held for sale”, which totaled $0.3 million, and the Raven Project’s asset retirement obligation classified as “Liability held for sale”, which totaled $0.2 million. Such asset was monetized and obligation was relieved upon the closing of the Raven Project’s sale.

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 adjustments to certain wells from their respective operators upon review and audit of the wells’ costs. Dry-hole costs during the three and nine months ended September 30, 2014 and 2013 related to wells that were determined to be dry holes in prior periods.

3. Related Parties

In accordance with the LLC Agreement, the Manager is entitled to an annual management fee equal to 2.5% of total shareholder contributions. Effective April 1, 2014, the Manager waived its management fee for the remaining life of the Fund. Upon waiver of the management fee, the Fund began recording costs relating to services provided by the Manager for accounting and investor relations. Such costs, included within general and administrative expenses, were $20 thousand and $40 thousand, respectively, for the three and nine months ended September 30, 2014. Management fees for the nine months ended September 30, 2014 were $0.3 million. Management fees for the three and nine months ended September 30, 2013 were $0.3 million and $0.9 million, respectively.

The Manager is entitled to receive a 15% interest in cash distributions from operations made by the Fund. Distributions paid to the Manager for the three and nine months ended September 30, 2014 were $0.1 million and $0.2 million, respectively. Distributions paid to the Manager for the three and nine months ended September 30, 2013 were $0.1 million and $0.6 million, respectively. In addition, the Manager is entitled to receive a 1% interest in cash distributions from dispositions. Distributions from the sale of the Raven project paid to the Manager during the nine months ended September 30, 2014 were $13 thousand. There were no such distributions during the three months ended September 30, 2014 and during the three and nine months ended September 30, 2013.

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. 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, 2014, the Fund’s estimated capital commitments related to its investments in oil and gas properties were $2.6 million, of which $0.1 million is expected to be spent during the next twelve months. These expected capital commitments include asset retirement obligations for the Fund’s projects of $1.4 million.

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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, 2014 and December 31, 2013, there were no known environmental contingencies that required the Fund to record a liability.

During the past several years, the United States Congress, as well as certain regulatory agencies with jurisdiction over the Fund’s business, have considered or proposed legislation or regulation relating to the upstream oil and gas industry both onshore and offshore including a proposal to raise or eliminate the cap on liability for oil spill cleanups under the Oil Pollution Act of 1990. If any such proposals were to be enacted or adopted they could potentially materially impact the Fund’s operations. It is not possible at this time to predict whether such legislation or regulation, if proposed, will be adopted as initially written, if at all, or how legislation or new regulation that may be adopted would impact the Fund’s 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 a material 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.

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ITEM 2. 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 P 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 and production 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 projects, investments, insurance, capital expenditures and liquidity. 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 2013 Annual Report on Form 10-K.

Overview of the Fund’s Business

The Fund is a Delaware limited liability company formed on March 21, 2005 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 projects, including ongoing management, administrative and advisory services. 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 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.

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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. The budget for each project is inclusive of estimated asset retirement obligations.

		Total Spent		Total
	Working	through		Fund
Project	Interest	September 30, 2014		Budget		Status
		(in thousands)
Producing Properties
Carrera Project	2.5%	$	4,062	$	4,387	Production commenced in 2011. Well is currently producing, however, was shut-in periodically during 2014 due to maintenance activities.
Eugene Island 346/347 wells #1 & #2	10.0%	$	8,395	$	8,960	Production commenced in 2008. Wells are currently producing at nominal rates. Recompletion is planned for 2015.

Eugene Island 354	33.0%	$	5,092	$	6,494	Production commenced in 2007. Recompletion is planned for 2018.
Liberty Project	2.5%	$	3,760	$	4,110	Production commenced in 2010. Well is currently producing, however, was shut-in periodically during 2014 due to maintenance activities. Recompletion is planned for 2015.
Sold Properties
Raven Project wells #1 & #2	6.25%	$	2,863	$	2,863	In January 2014, the Fund sold its interest in the Raven Project. See "Raven Sale" below for additional information.

Raven Sale

Results of Operations

The following table summarizes the Fund’s results of operations for the three and nine months ended September 30, 2014 and 2013, 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.

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	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014		2013
	(in thousands)
Revenue
Oil and gas revenue	$	915		$	1,415		$	2,567	$	4,974

Expenses
Depletion and amortization		261			560			562		1,645
Dry-hole costs		10			610			21		587
Management fees to affiliate		-			304			272		912
Operating expenses		240			326			841		978
General and administrative expenses		60			47			174		181
Total expenses		571			1,847			1,870		4,303
(Loss) gain on sale of oil and gas properties		(3	)		-			2,599		-
Income (loss) from operations		341			(432	)		3,296		671
Interest income		3			3			8		13
Net income (loss)	$	344		$	(429	)	$	3,304	$	684

Overview. The following table provides information related to the Fund’s oil and gas production and oil and gas revenue during the three and nine months ended September 30, 2014 and 2013.

	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014		2013
Number of wells producing		5		4		5		6
Total number of production days		352		384		898		1,056
Oil sales (in thousands of barrels)		8		9		23		32
Average oil price per barrel	$	96	$	108	$	99	$	107
Gas sales (in thousands of mcfs)		19		125		54		409
Average gas price per mcf	$	4.79	$	3.73	$	4.76	$	3.93

The number of wells producing and production days were impacted by the sale of the Raven Project in January 2014, offset by the resumption of production of Eugene Island 346/347 well #2 and Eugene Island 354, which did not produce periodically, or at all, during the 2013 periods due to shut-ins. During the three and nine months ended September 30, 2014, sales volume decreases were primarily attributable to the Raven Project and natural declines in well production, partially offset by production from the Eugene Island wells. See additional discussion in “Business Update” section above.

Oil and Gas Revenue. Oil and gas revenue for the three months ended September 30, 2014 was $0.9 million, a $0.5 million decrease from the three months ended September 30, 2013. The decrease was principally attributable to the sale of the Raven Project. Oil and gas revenue for the nine months ended September 30, 2014 was $2.6 million, a $2.4 million decrease from the nine months ended September 30, 2013. The decrease was principally attributable to decreased sales volume totaling $2.3 million, of which $1.5 million related to the sale of the Raven Project. See “Overview” above for additional information.

Depletion and Amortization. Depletion and amortization for the three months ended September 30, 2014 was $0.3 million, a decrease of $0.3 million from the three months ended September 30, 2013. The decrease resulted from a decrease in production volume totaling $0.2 million, partially offset by an increase in average depletion rates totaling $0.1 million. Depletion and amortization for the nine months ended September 30, 2014 was $0.6 million, a decrease of $1.1 million from the nine months ended September 30, 2013. The decrease resulted from a decrease in production volume totaling $0.7 million, partially offset by an increase in average depletion rates totaling $0.3 million. Additionally, during the three and nine months ended September 30, 2013, the Fund incurred $0.2 million and $0.6 million, respectively, of depletion expense related to an increase in asset retirement costs related to West Cameron 593, a fully depleted well. See “Overview” above for additional information.

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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 adjustments to certain wells from their respective operators upon review and audit of the wells’ costs. Dry-hole costs were $10 thousand and $21 thousand during the three and nine months ended September 30, 2014, respectively. Dry-hole costs were $0.6 million during each of the three and nine months ended September 30, 2013.

Management Fees to Affiliate. In accordance with the LLC agreement, the Manager is entitled to receive a management fee of 2.5% annually, net of cumulative dry-hole and related well costs. Effective April 1, 2014, the Manager elected to waive the Fund’s management fee for the remaining life of the Fund. Management fees during the three months ended September 30, 2013 were $0.3 million. Management fees for the nine months ended September 30, 2014 and 2013 were $0.3 million and $0.9 million, respectively.

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,
	2014		2013		2014		2013
	(in thousands)
Lease operating expense	$	222	$	220	$	524	$	760
Workover expense		18		106		317		218
	$	240	$	326	$	841	$	978

Lease operating expense relates to the Fund’s producing properties during each period as outlined above in “Overview”. The average production cost was $19.03 per barrel of oil equivalent (“BOE”) and $16.36 per BOE during the three and nine months ended September 30, 2014, respectively, compared to $7.46 per BOE and $7.62 per BOE during the three and nine months ended September 30, 2013, respectively. Workover expense represents costs to restore or stimulate production of existing reserves of a proved property. Workover expense primarily related to the Carrera Project and Eugene Island 354.

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,
	2014		2013		2014		2013
	(in thousands)
Accounting and professional fees	$	32	$	26	$	93	$	93
Management reimbursement		20		-		40		-
Insurance expense		7		21		39		88
Other		1		-		2		-
	$	60	$	47	$	174	$	181

Accounting and professional fees represent expenses for audits, quarterly reviews, tax preparation, reserve data engineering and reporting, and administration of filings. Management reimbursement, which is collected in instances where the management fee has been waived, relates to reimbursements for various administrative costs incurred on the Fund’s behalf. See “Management Fees to Affiliate” above for additional information. 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.

(Loss) Gain on Sale of Oil and Gas Properties. During the three months ended September 30, 2014, the Fund recorded a loss on sale of oil and gas properties resulting from post-closing adjustments to the Raven Project sale price. During the nine months ended September 30, 2014, the Fund recorded a gain on sale of oil and gas properties of $2.6 million related to the Raven Project. See “Business Update” for additional information regarding the sale. There were no such amounts recorded during the three and nine months ended September 30, 2013.

Interest Income. Interest income is comprised of interest earned on cash and cash equivalents and salvage fund.

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Capital Resources and Liquidity

Operating Cash Flows

Cash flows provided by operating activities for the nine months ended September 30, 2014 were $1.0 million, primarily related to revenue received of $2.5 million, partially offset by operating expenses paid of $1.0 million, management fees of $0.3 million and general and administrative expenses paid of $0.2 million.

Cash flows provided by operating activities for the nine months ended September 30, 2013 were $3.5 million, primarily related to revenue received of $5.6 million, partially offset by operating expenses paid of $1.0 million, management fees of $0.9 million, general and administrative expenses paid of $0.2 million and settlements of asset retirement obligations of $0.1 million.

Investing Cash Flows

Cash flows provided by investing activities for the nine months ended September 30, 2014 were $2.7 million, primarily related to proceeds from the sale of the Raven Project of $2.7 million and net credits received on oil and gas properties of $0.1 million, partially offset by investments in the salvage fund of $0.1 million.

Cash flows used in investing activities for the nine months ended September 30, 2013 were $1.1 million, primarily related to capital expenditures for oil and gas properties of $0.8 million, inclusive of advances, and investments in the salvage fund of $0.2 million.

Financing Cash Flows

Cash flows used in financing activities for the nine months ended September 30, 2014 were $2.6 million, related to manager and shareholder distributions, of which $1.3 million was related to the distribution of the proceeds from the sale of the Raven Project.

Cash flows used in financing activities for the nine months ended September 30, 2013 were $3.7 million, related to manager and shareholder distributions.

Estimated Capital Expenditures

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, 2014, the Fund had committed to spend an additional $2.6 million related to its investments in oil and gas properties, of which $0.1 million is expected to be spent during the next twelve months. These expected capital commitments include asset retirement obligations for the Fund’s projects of $1.4 million.

Capital expenditures for investment properties have been funded with the capital raised by the Fund in its private placement offering, which may be 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 exhausted its capital and reduced its ability to generate revenue.

Liquidity Needs

The Fund’s primary short-term liquidity needs are to fund its operations and capital expenditures for its investment properties. Such needs are funded utilizing operating income and existing cash on-hand 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, the management fee is paid from operating income.

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.

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Off-Balance Sheet Arrangements

The Fund had no off-balance sheet arrangements at September 30, 2014 and December 31, 2013 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 September 30, 2014 and December 31, 2013, 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4. CONTROLS AND PROCEDURES

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, 2014.

There has been no change in the Fund’s internal control over financial reporting that occurred during the three months ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Not required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

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	Filed herewith

101.SCH	XBRL Taxonomy Extension Schema	Filed herewith

101.CAL	XBRL Taxonomy Extension Calculation Linkbase	Filed herewith

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith

101.LAB	XBRL Taxonomy Extension Label Linkbase	Filed herewith

101.PRE	XBRL Taxonomy Extension Presentation Linkbase	Filed herewith

SIGNATURES

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

				RIDGEWOOD ENERGY P FUND, LLC
Dated:	October 28, 2014	By:	/s/	ROBERT E. SWANSON
			Name:	Robert E. Swanson
			Title:	Chief Executive Officer
				(Principal Executive Officer)


Dated:	October 28, 2014	By:	/s/	KATHLEEN P. MCSHERRY
			Name:	Kathleen P. McSherry
			Title:	Executive Vice President and Chief Financial Officer
				(Principal Financial and Accounting Officer)

Ridgewood Energy P Fund LLC - FORM 10-Q - October 28, 2014

Attached files

Ridgewood Energy P Fund LLC Reports