Accounting and legal fees represent annual audit and tax preparation fees, quarterly reviews and filing fees of the Fund. Insurance expense represents premiums related to well control insurance, which increases as drilling activity increases, and directors and officers liability policy, which is allocated by the Manager to the Fund based on capital raised by the Fund to total capital raised by all oil and natural gas funds managed by the Manager. Trust fees represent bank fees associated with the management of the Fund’s short-term investment portfolio in US Treasury securities and have increased in 2007 due to an increase in investment activity related to a full-year of operation in 2007.
Capital Resources and Liquidity
Operating Cash Flows
Cash flows used in operating activities for the year ended December 31, 2007 were $2.3 million, primarily related to payments for management fees, general and administrative expenses, and operating expenses of $2.6 million and $0.9 million and $0.3 million, respectively, offset by interest income received of $1.5 million.
Cash flows used in operating activities for the period April 12, 2006 (Inception) through December 31, 2006 were $7.0 million, primarily related to payments for investment fees, management fees and general and administrative expenses of $6.5 million, $1.6 million and $0.5 million, respectively, offset by interest income received of $1.5 million.
Investing Cash Flows
Cash flows used in investing activities for the year ended December 31, 2007 were $45.4 million. The Fund made investments in marketable securities totaling $80.0 million. Additionally, the Fund made capital expenditures of $63.1 million, inclusive of advances for oil and natural gas properties. The Fund received proceeds from the maturity of its investments totaling of $97.7 million, inclusive of a $0.3 million coupon payment, which, due to the timing of the coupon payment, was included in the initial investment.
Cash flows used in investing activities for the period April 12, 2006 (Inception) through December 31, 2006 were $57.1 million. The Fund made investments in marketable securities of $51.0 million, inclusive of salvage fund. Additionally, the Fund made capital expenditures of $6.1 million for oil and natural gas properties during 2006 which were determined to be unsuccessful, or dry-holes.
Financing Cash Flows
Cash flows provided by financing activities for the year ended December 31, 2007 were $23 thousand, related to collection of subscriptions receivable of $48 thousand from the Fund’s private offering, offset by payments of $25 thousand for syndication costs.
Cash flows provided by financing activities for the period April 12, 2006 (Inception) through December 31, 2006 were $127.6 million, primarily related to cash receipts of $144.5 million obtained from the Fund’s private offering, offset by $16.9 million of payments for syndication costs. At December 31, 2006, there were outstanding subscriptions receivable of $123 thousand and $69 thousand of syndication costs payable.
Estimated Capital Expenditures
The Fund has entered into multiple offshore operating agreements for the 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 December 31, 2007, the Fund had commitments related to authorizations for expenditures totaling $4.8 million for properties. If the properties were to be successful, the Fund would make additional expenditures totaling $2.6 million related to the completion of these properties.
Liquidity Needs
The Fund’s primary short-term liquidity needs are to fund its 2008 operations, including management fees and capital expenditures, with existing cash on-hand and income earned from its short-term investments and cash and cash equivalents. The Manager is entitled to receive an annual management fee from the Fund regardless of whether the Fund is profitable in that year. The annual fee, payable monthly, is equal to 2.5% of total capital contributed by shareholders, net of cumulative dry-hole costs.
With respect to the payment of management fees, until one of the Fund’s projects begins producing, all or a portion of the management fee is paid generally from the interest or dividend income generated by the Fund’s development capital that has not been spent, although the management fee can be paid out of capital contributions. Such interest and/or dividend income is expected to be sufficient to cover Fund expenses, including the management fee. However in periods of declining interest rates, and as the Fund expends its capital on projects, interest and/or dividend income may not be sufficient, which would require the Fund to use capital contributions to fund such expenses. Generally, it can take anywhere from 18 to 24 months to bring a project to production. Once a well is on production, the management fee and fund expenses are paid from operating income. Over time, as a well produces, the Fund may recover some or the entire management fee that may have been paid out of capital contributions.
-16-
Distributions, if any, are funded from cash flow from operations, and the frequency and amount are within the Manager’s discretion subject to available cash from operations, reserve requirements and Fund operations.
The capital raised by the Fund in its private placement is more than likely all the capital it will be able to obtain for investments in projects. The number of projects in which the Fund can invest will naturally be limited and each unsuccessful project the Fund experiences, if any, will not only reduce its ability to generate revenue, but also exhaust its limited supply of capital. Typically for the Fund, the Manager seeks an investment portfolio that combines high and low risk exploratory projects.
When the Manager makes a decision for participation in a particular project, it assumes that the well will be successful and allocates enough capital to budget for the completion of that well and the additional development wells that are anticipated to be drilled. If the exploratory well is deemed a dry-hole or if it is un-economical, the capital allocated to the completion of that well and to the development of additional wells is then reallocated to a new project or used to make additional investments.
Off-Balance Sheet Arrangements
The Fund had no off-balance sheet arrangements as of December 31, 2007 and 2006, and does not anticipate the use of such arrangements in the future.
Contractual Obligations
The Fund enters into 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 discuss or negotiate any such contracts. No contractual obligations exist at December 31, 2007 and 2006.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
All financial statements meeting the requirements of Regulation S-X and the supplementary financial information required by Item 302 of Regulation S-K are included in the financial statements listed in Item 15 and filed as part of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of the Fund, management of the Fund and the Manager carried out an evaluation of the effectiveness of the design and operation of the Fund’s disclosure controls and procedures pursuant to the Exchange Act Rule 13a-15(e) as of December 31, 2007. Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Fund’s disclosure controls and procedures are effective as of the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting
Management of the Fund’s is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Fund’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
-17-
Management of the Fund, including its Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Fund’s internal control over financial reporting as of December 31, 2007. In making this assessment, management of the Fund used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO”) inInternal Control — Integrated Framework.
Based on their assessment using those criteria, management of the Fund concluded that, as of December 31, 2007, the Fund’s internal control over financial reporting is effective.
This annual report does not include an attestation report of the Fund’s registered public accounting firm regarding internal control over financial reporting. The Fund’s report was not subject to attestation by the Fund’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Fund to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
The Chief Executive Officer and Chief Financial Officer of the Fund have concluded that there have not been any changes in the Fund’s internal control over financial reporting during the quarter ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Fund has engaged Ridgewood Energy as Manager. The Manager has very broad authority, including the election of executive officers of the Fund. Executive officers of Ridgewood Energy and the Fund and their ages at December 31, 2007 are as follows:
| | | | |
Name, Age and Position with Registrant | | Officer Since | |
| |
| |
Robert E. Swanson, 60 President and Chief Executive Officer | | | 1982 | |
| | | | |
W. Greg Tabor, 47 Executive Vice President and Director of Business Development | | | 2004 | |
| | | | |
Robert L. Gold, 49 Executive Vice President | | | 1987 | |
| | | | |
Kathleen P. McSherry, 42 Executive Vice President and Chief Financial Officer | | | 2000 | |
| | | | |
Daniel V. Gulino, 47 Senior Vice President and General Counsel | | | 2003 | |
| | | | |
Adrien Doherty, 55 Executive Vice President | | | 2006 | |
Set forth below are the names and certain biographical information regarding the executive officers of Ridgewood Energy and the Fund:
Robert E. Swanson has served as the President, Chief Executive Officer, sole director, and sole stockholder of Ridgewood Energy since its inception. Mr. Swanson is also the controlling member of Ridgewood Power and Ridgewood Capital, affiliates of Ridgewood Energy. Mr. Swanson has been President and registered principal of Ridgewood Securities and has served as the Chairman of the Board of Ridgewood Capital since its organization in 1998. Mr. Swanson is a member of the New York State and New Jersey State Bars, the Association of the Bar of the City of New York and the New York State Bar Association. He is a graduate of Amherst College and Fordham University Law School.
-18-
Greg Tabor has served as the Executive Vice President and Director of Business Development for Ridgewood Energy since January 2004. Mr. Tabor was senior business development manager for El Paso Production Company from December 2001 to December 2003. From April 2000 to December 2001, Mr. Tabor was Vice President, Business Development for Madison Energy Advisors. Mr. Tabor is a graduate of the University of Houston.
Robert L. Gold has served as the Executive Vice President of Ridgewood Energy since 1987. Mr. Gold is also Executive Vice President of Ridgewood Power. Mr. Gold has also served as the President and Chief Executive Officer of Ridgewood Capital since its inception in 1998. Mr. Gold is a member of the New York State Bar. He is a graduate of Colgate University and New York University School of Law.
Kathleen P. McSherry has served as the Executive Vice President and Chief Financial Officer of Ridgewood Energy since 2000. Ms. McSherry has been employed by Ridgewood Energy since 1987, first as the Assistant Controller and then as the Controller before being promoted to Chief Financial Officer in 2000. Ms. McSherry also serves as Vice President of Systems and Administration of Ridgewood Power. Ms. McSherry holds a Bachelor of Science degree in Accounting.
Daniel V. Gulino has served as Senior Vice President and General Counsel of Ridgewood Energy since August 2003. Mr. Gulino also serves as Senior Vice President and General Counsel of Ridgewood Power Management, Ridgewood Power, and Ridgewood Capital and has done so since 2000. Mr. Gulino is a member of the New Jersey State and Pennsylvania State Bars. He is a graduate of Fairleigh Dickinson University and Rutgers School of Law.
Adrien Doherty has served as Executive Vice President of Ridgewood Energy since 2006. Mr. Doherty joined Ridgewood Energy after a thirty year career in investment banking, most recently as Head of Barclay’s Capital’s oil and gas banking effort. Mr. Doherty is a graduate of Amherst College and the Wharton Graduate Division of the University of Pennsylvania.
Code of Ethics
The Manager of the Fund has adopted a code of ethics for all employees, including the Manager’s principal executive officer and principal financial and accounting officer. If any amendments are made to the code of ethics or the Manager of the Fund grants any waiver, including any implicit waiver, from a provision of the code to any of the Manager’s executive officers, the Fund will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K. Copies of the code of ethics are available, without charge, on the Manager’s website at www.ridgewoodenergy.com and in print upon written request to the business address of the Manager at 947 Linwood Avenue, Ridgewood, New Jersey 07450, ATTN: General Counsel.
Board of Directors and Board Committees
The Fund does not have its own board of directors or any board committees. The Fund relies upon the Manager to provide recommendations regarding dispositions and financial disclosure. Officers of the Fund are not compensated by the Fund, and all compensation matters are addressed by the Manager, as described in Item 11. “Executive Compensation” of this Annual Report. Because the Fund does not maintain a board of directors and because officers of the Fund are compensated by the Manager, the Manager believes that it is appropriate for the Fund to not have a nominating or compensation committee.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act, as amended, requires the Fund’s executive officers and directors, and persons who own more than 10% of a registered class of the Fund’s equity securities, to file reports of ownership and changes in ownership with the SEC. Based on a review of the copies of reports furnished or otherwise available to the Fund, the Fund believes that during the year ended December 31, 2007, all filing requirements applicable to its officers, directors and 10% beneficial owners were met.
ITEM 11. EXECUTIVE COMPENSATION
The executive officers of the Fund do not receive compensation from the Fund. The Manager, or its affiliates, compensates the officers without additional payments by the Fund. See Item 13. “Certain Relationships and Related Transactions and Director Independence” for more information regarding Manager compensation and payments to affiliated entities.
-19-
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITY HOLDER MATTERS
The following table sets forth information with respect to beneficial ownership of the shares as of March 14, 2008 (no person owns more than 5% of the shares) by:
| | |
| • | each executive officer (there are no directors); and |
| | |
| • | all of the executive officers as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as indicated by footnote, and subject to applicable community property laws, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. Percentage of beneficial ownership is based on 971.6054 shares outstanding at March 14, 2008. Other than as indicated below, no officer and director owns any of the Fund’s shares.
| | | | | | | |
Name of beneficial owner | | Number of shares | | Percent | |
| |
| |
| |
|
Robert E. Swanson (1), President and Chief Executive Officer | | | 0.6667 | | | * | |
Executive officers as a group (1) | | | 0.6667 | | | * | |
| |
* | Represents less than one percent. |
| |
(1) | Includes shares owned by the spouse of Mr. Swanson or one of his Trusts. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Ridgewood Energy Corporation, the Manager, was paid a one-time investment fee totaling 4.5% of capital contributions. These fees were payable for services provided by the Manager of locating, investigating and evaluating investment opportunities and expensed as incurred. For the period April 12, 2006 (Inception) through December 31, 2006, investment fees were $6.5 million.
The Fund’s LLC Agreement provides that the Manager render management, administrative and advisory services. For such services, the Manager receives an annual management fee, payable monthly, of 2.5% of total capital contributions net of cumulative dry-hole costs. In 2007, the Manager changed its policy regarding the management fee calculation, and netted cumulative dry-hole costs against the total capital contributions, thus reducing its annual fee on a go-forward basis. Management fees of $2.6 million and $1.6 million were incurred for the year ended December 31, 2007 and for the period April 12, 2006 (Inception) through December 31, 2006, respectively. Of this amount $38 thousand was included in due to affiliates at December 31, 2006. There were no such amounts payable or receivable at December 31, 2007.
The Manager was paid an offering fee approximating 3.5% of capital contributions to cover expenses incurred in the offer and sale of shares of the Fund. Such offering fee was included in syndication costs. For the period April 12, 2006 (Inception) through December 31, 2006, offering fees were $5.1 million. Of this amount $30 thousand was included in due to affiliates at December 31, 2006. There were no such amounts payable or receivable at December 31, 2007.
From time to time, short-term payables and receivables, which do not bear interest, arise from transactions with affiliates in the ordinary course of business. As of December 31, 2007 and 2006, there was no outstanding payables or receivables related to these transactions.
In 2006, Ridgewood Securities Corporation, a registered broker-dealer affiliated with the Manager, was paid selling commissions and placement fees of $115 thousand and $1.4 million, respectively, for shares sold of the Fund which are reflected in syndication costs (Note 2). At December 31, 2006, $5 thousand was included in due to affiliates. There was no such amount payable at December 31, 2007.
There have been no distributions paid for the period April 12, 2006 (Inception) through December 31, 2007.
-20-
|
Profits and losses are allocated in accordance with the LLC Agreement. In general, profits and losses in any year are allocated 85% to shareholders and 15% to the Manager. The primary exception to this treatment is that all items of expense, loss, deduction and credit attributable to the expenditure of shareholders’ capital contributions are allocated 99% to shareholders and 1% to the Manager. |
|
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES |
|
The following table presents fees for services rendered by Deloitte & Touche, LLP for the year ended December 31, 2007 and the period April 12, 2006 (Inception) through December 31, 2006. |
| | | | | | | |
| | Year ended December 31, 2007 | | For the period April 12, 2006 (Inception) through December 31, 2006 | |
| |
| |
| |
| | (in thousands) | |
Audit Fees (1) | | $ | 125 | | $ | 55 | |
Tax fees (2) | | | — | | | 43 | |
| |
|
| |
|
| |
Total | | $ | 125 | | $ | 98 | |
| |
|
| |
|
| |
| |
(1) | Fees for audit of annual financial statements, reviews of the related quarterly financial statements, and reviews of documents filed with the SEC. |
| |
(2) | Fees related to professional services for tax compliance, tax advice and tax planning. |
PART IV
| |
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
|
(a) (1) | Financial Statements |
| |
See “Index to Financial Statements” set forth on page F-1. |
| |
(a) (2) | Financial Statement Schedules |
| |
None. | |
| | | |
| EXHIBIT NUMBER | | TITLE OF EXHIBIT |
|
| |
|
| 10.1 | | Participation Agreement between LLOG Exploration Offshore, Inc. and Ridgewood Energy Corporation as Manager for Mississippi Canyon 489/490. (previously filed) |
| | | |
| 10.2 | | Participation Agreement between Newfield Exploration Company and Ridgewood Energy Corporation as Manager for West Cameron 296. (previously filed) |
| | | |
| 23.1 | | Consent of Ryder Scott Company, L.P. |
| | | |
| 31.1 | | Certification of Robert E. Swanson, Chief Executive Officer, pursuant to Securities Exchange Act Rule 13a-14(a). |
| | | |
| 31.2 | | Certification of Kathleen P. McSherry, Chief Financial Officer, pursuant to Securities Exchange Act Rule 13a-14(a). |
| | | |
| 32 | | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Robert E. Swanson, Chief Executive Officer of the Fund and Kathleen P. McSherry, Chief Financial Officer of the Fund. |
-21-
| | |
INDEX TO FINANCIAL STATEMENTS |
| | |
Report of Independent Registered Public Accounting Firm | | F-2 |
| | |
Balance Sheets at December 31, 2007 and 2006 | | F-3 |
| | |
Statements of Operations and Other Comprehensive Loss for the year ended December 31, 2007 and the period April 12, 2006 (Inception) through December 31, 2006 | | F-4 |
| | |
Statements of Changes in Members’ Capital for the year ended December 31, 2007 and the period April 12, 2006 (Inception) through December 31, 2006 | | F-5 |
| | |
Statements of Cash Flows for the year ended December 31, 2007 and the period April 12, 2006 (Inception) through December 31, 2006 | | F-6 |
| | |
Notes to Financial Statements | | F-7 |
| | |
Supplementary Financial Information - Information about Oil and Natural Gas Producing Activities - Unaudited | | F-13 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Manager of Ridgewood Energy T Fund, LLC:
We have audited the accompanying balance sheets of Ridgewood Energy T Fund, LLC (the “Fund”) as of December 31, 2007 and 2006, the related statements of operations and other comprehensive loss, changes in members’ capital and cash flows for the year ended December 31, 2007 and for the period April 12, 2006 (Inception) through December 31, 2006. These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the financial position of Ridgewood Energy T Fund, LLC as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the year ended December 31, 2007 and for the period April 12, 2006 (Inception) through December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
March 14, 2008
Parsippany, New Jersey
F-2
RIDGEWOOD ENERGY T FUND, LLC
BALANCESHEETS
(in thousands, except share data)
| | | | | | | |
| | December 31, 2007 | | December 31, 2006 | |
| |
| |
| |
ASSETS | | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | 15,696 | | $ | 63,416 | |
Short-term investments in marketable securities | | | 15,024 | | | 50,218 | |
Production receivable | | | 471 | | | — | |
Other current assets | | | 297 | | | 289 | |
| |
|
| |
|
| |
Total current assets | | | 31,488 | | | 113,923 | |
| | | | | | | |
Salvage fund | | | 1,050 | | | 1,005 | |
| |
|
| |
|
| |
|
Long-term investment in marketable securities | | | 19,656 | | | — | |
| |
|
| |
|
| |
Oil and gas properties: | | | | | | | |
Advances to operators for working interests and expenditures | | | 1,068 | | | — | |
Proved properties | | | 20,858 | | | — | |
Unproved properties | | | 4,202 | | | — | |
Less: accumulated depletion and amortization | | | (82 | ) | | — | |
| |
|
| |
|
| |
Total oil and gas properties | | | 26,046 | | | — | |
| |
|
| |
|
| |
|
Total assets | | $ | 78,240 | | $ | 114,928 | |
| |
|
| |
|
| |
LIABILITIES AND MEMBERS’ CAPITAL | | | | | | | |
Current liabilities: | | | | | | | |
Due to operators | | $ | 4,641 | | $ | 26,486 | |
Accrued expenses payable | | | 100 | | | 145 | |
Due to affiliates (Note 6) | | | — | | | 73 | |
| |
|
| |
|
| |
Total current liabilities | | | 4,741 | | | 26,704 | |
| |
|
| |
|
| |
| | | | | | | |
Asset retirement obligations | | | 65 | | | — | |
| |
|
| |
|
| |
|
Total liabilities | | | 4,806 | | | 26,704 | |
| |
|
| |
|
| |
|
Commitments and contingencies (Note 8) | | | | | | | |
Members’ capital: | | | | | | | |
Manager: | | | | | | | |
Accumulated deficit | | | (1,171 | ) | | (618 | ) |
| |
|
| |
|
| |
Manager’s total | | | (1,171 | ) | | (618 | ) |
| |
|
| |
|
| |
Shareholders: | | | | | | | |
Capital contributions (1,000 shares authorized; 971.6054 and 972.1054 shares issued and outstanding, respectively) | | | 144,529 | | | 144,604 | |
Syndication costs | | | (16,990 | ) | | (17,000 | ) |
Subscription receivable | | | — | | | (123 | ) |
Accumulated deficit | | | (52,956 | ) | | (38,639 | ) |
Accumulated other comprehensive income | | | 22 | | | — | |
| |
|
| |
|
| |
Shareholders’ total | | | 74,605 | | | 88,842 | |
| |
|
| |
|
| |
|
Total members’ capital | | | 73,434 | | | 88,224 | |
| |
|
| |
|
| |
|
Total liabilities and members’ capital | | $ | 78,240 | | $ | 114,928 | |
| |
|
| |
|
| |
The accompanying notes are an integral part of these financial statements.
F-3
RIDGEWOOD ENERGY T FUND, LLC
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
(in thousands, except per share data)
| | | | | | | |
| | For the year ended December 31, 2007 | | For the period April 12, 2006 (Inception) through December 31, 2006 | |
| |
| |
| |
Revenue | | | | | | | |
Oil and gas revenue | | $ | 471 | | $ | — | |
| | | | | | | |
Expenses | | | | | | | |
Depletion and amortization | | | 82 | | | — | |
Dry-hole costs | | | 15,082 | | | 32,590 | |
Investment fees to affiliate (Note 6) | | | (3 | ) | | 6,544 | |
Management fees to affiliate (Note 6) | | | 2,565 | | | 1,578 | |
Lease operating expense | | | 9 | | | — | |
Other operating expense | | | 295 | | | — | |
General and administrative expense | | | 910 | | | 512 | |
| |
|
| |
|
| |
Total expenses | | | 18,940 | | | 41,224 | |
| |
|
| |
|
| |
Loss from operations | | | (18,469 | ) | | (41,224 | ) |
Other income | | | | | | | |
Interest income | | | 3,599 | | | 1,967 | |
| |
|
| |
|
| |
Net loss | | | (14,870 | ) | | (39,257 | ) |
Other comprehensive income | | | | | | | |
Unrealized gain on marketable securities | | | 22 | | | — | |
| |
|
| |
|
| |
| | | | | | | |
Total comprehensive loss | | $ | (14,848 | ) | $ | (39,257 | ) |
| |
|
| |
|
| |
|
Manager Interest | | | | | | | |
Net loss | | $ | (553 | ) | $ | (618 | ) |
|
Shareholder Interest | | | | | | | |
Net loss | | $ | (14,317 | ) | $ | (38,639 | ) |
Net loss per share | | $ | (14,735 | ) | $ | (39,748 | ) |
The accompanying notes are an integral part of these financial statements.
F-4
RIDGEWOOD ENERGY T FUND, LLC
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
(in thousands, except share data)
| | | | | | | | | | | | | |
| | # of Shares | | Manager | | Shareholders | | Total | |
| |
| |
| |
| |
| |
|
Balances, April 12, 2006 (Inception) | | | — | | $ | — | | $ | — | | $ | — | |
| | | | | | | | | | | | | |
Shareholders’ capital contributions | | | 972.1054 | | | — | | | 144,604 | | | 144,604 | |
Syndication costs (included offering fee of $5,090 paid to the Manager and selling commissions and placement fees of $115 and $1,432 respectively, paid to Ridgewood Securities Corp. - Note 6) | | | — | | | — | | | (17,000 | ) | | (17,000 | ) |
Subscription receivable | | | — | | | — | | | (123 | ) | | (123 | ) |
Net loss | | | — | | | (618 | ) | | (38,639 | ) | | (39,257 | ) |
| |
|
| |
|
| |
|
| |
|
| |
| | | | | | | | | | | | | |
Balances, December 31, 2006 | | | 972.1054 | | | (618 | ) | | 88,842 | | | 88,224 | |
|
Shareholders’ capital contributions | | | (0.50 | ) | | — | | | (75 | ) | | (75 | ) |
Syndication costs | | | — | | | — | | | 10 | | | 10 | |
Reduction in subscription receivable | | | — | | | — | | | 123 | | | 123 | |
Net loss | | | — | | | (553 | ) | | (14,317 | ) | | (14,870 | ) |
Other comprehensive income | | | — | | | — | | | 22 | | | 22 | |
| |
|
| |
|
| |
|
| |
|
| |
| | | | | | | | | | | | | |
Balances, December 31, 2007 | | | 971.6054 | | $ | (1,171 | ) | $ | 74,605 | | $ | 73,434 | |
| |
|
| |
|
| |
|
| |
|
| |
The accompanying notes are an integral part of these financial statements.
F-5
|
RIDGEWOOD ENERGY T FUND, LLC |
STATEMENTS OF CASH FLOWS |
(in thousands) |
| | | | | | | |
| | For the year ended December 31, 2007 | | For the period April 12, 2006 (Inception) through December 31, 2006 | |
| |
| |
| |
|
Cash flows from operating activities | | | | | | | |
Net loss | | $ | (14,870 | ) | $ | (39,257 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
Depletion and amortization | | | 82 | | | — | |
Dry-hole costs | | | 15,082 | | | 32,590 | |
Interest earned on marketable securities | | | (2,213 | ) | | (217 | ) |
Amortization of premium | | | 4 | | | — | |
Changes in assets and liabilities: | | | | | | | |
Increase in production receivable | | | (471 | ) | | — | |
Decrease (increase) in other current assets | | | 140 | | | (289 | ) |
(Decrease) increase in accrued expenses payable | | | (36 | ) | | 111 | |
(Decrease) increase in due to affiliates | | | (38 | ) | | 38 | |
| |
|
| |
|
| |
Net cash used in operating activities | | | (2,320 | ) | | (7,024 | ) |
| |
|
| |
|
| |
|
Cash flows from investing activities | | | | | | | |
Advances to operators | | | (1,068 | ) | | — | |
Capital expenditures for oil and gas properties | | | (62,079 | ) | | (6,104 | ) |
Salvage fund investments | | | (45 | ) | | (1,005 | ) |
Proceeds from held-to-maturity investments | | | 97,398 | | | — | |
Proceeds from available-for-sale investments | | | 341 | | | — | |
Investment in held-to-maturity securities | | | (59,997 | ) | | (50,001 | ) |
Investment in available-for-sale securities | | | (19,973 | ) | | — | |
| |
|
| |
|
| |
Net cash used in investing activities | | | (45,423 | ) | | (57,110 | ) |
| |
|
| |
|
| |
|
Cash flows from financing activities | | | | | | | |
Contributions from shareholders | | | 48 | | | 144,481 | |
Syndication costs paid | | | (25 | ) | | (16,931 | ) |
| |
|
| |
|
| |
Net cash provided by financing activities | | | 23 | | | 127,550 | |
| |
|
| |
|
| |
Net (decrease) increase in cash and cash equivalents | | | (47,720 | ) | | 63,416 | |
| | | | | | | |
Cash and cash equivalents, beginning of period | | | 63,416 | | | — | |
| |
|
| |
|
| |
Cash and cash equivalents, end of period | | $ | 15,696 | | $ | 63,416 | |
| |
|
| |
|
| |
Supplemental schedule of non-cash investing activities | | | | | | | |
Accrual for capital expenditures in oil and gas properties | | | | | | | |
reclassified to dry-hole costs | | $ | — | | $ | 26,486 | |
| | | | | | | |
Supplemental schedule of non-cash financing activities | | | | | | | |
Subscription receivable | | $ | — | | $ | 123 | |
Accrual for syndication costs | | $ | — | | $ | 69 | |
The accompanying notes are an integral part of these financial statements.
F-6
RIDGEWOOD ENERGY T FUND, LLC
NOTES TO FINANCIAL STATEMENTS
1. Organization and Purpose
The Ridgewood Energy T Fund, LLC (the “Fund”), a Delaware limited liability company, was formed on April 12, 2006 and operates pursuant to a limited liability company agreement (the “LLC Agreement”) dated as of June 15, 2006 by and among Ridgewood Energy Corporation (the “Manager”), and the shareholders of the Fund. Although the date of formation is April 12, 2006, the Fund did not begin business activities until June 15, 2006 when it began its private offering of shares (the “Shares”). The offering was terminated on October 31, 2006.
The Fund was organized to acquire, drill, construct and develop oil and natural gas properties located in the United States offshore waters of Texas, Louisiana and Alabama in the Gulf of Mexico. The Fund has devoted most of its efforts to raising capital and oil and natural gas exploration activities. During 2007, the Fund began earning revenue and was determined to no longer be an exploratory stage enterprise.
The Manager performs (or arranges for the performance of) the management 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 outside custodians, depositories, accountants, attorneys, broker-dealers, corporate fiduciaries, insurers, banks and others as required (Notes 2, 6 and 8).
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. On an ongoing basis, the Manager reviews its estimates, including those related to amounts advanced to and billed by operators, determination of proved reserves, impairment allowances 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 as cash and cash equivalents. At times, bank deposits may be in excess of federal insured limits. At December 31, 2007 and 2006, bank balances inclusive of the salvage fund exceeded federally insured limits by $13.5 million and $38.0 million, respectively. The Fund maintains bank deposits with accredited financial institutions to mitigate such risk.
Investments in Marketable Securities
At times the Fund may invest in United States Treasury Bills and Notes. These investments are considered short-term when their maturities are greater than three months and one year or less, and long-term when their maturities are in excess of twelve months. The Fund currently has short-term investments that are classified as held-to-maturity. Held-to-maturity securities are those investments that the Fund has the ability and intent to hold until maturity, and are recorded at cost plus accrued income, adjusted for the amortization of premiums and discounts, which approximate fair value. At December 31, 2007 and 2006, the Fund had short-term held-to-maturity investments, inclusive of salvage fund, totaling $15.0 million and $50.2 million, respectively. The short-term held-to-maturity investments held at December 31, 2007 mature in June 2008.
F-7
The Fund currently has long-term investments, which mature in December 2009, that are classified as available-for-sale. Available-for-sale securities are carried in the financial statements at fair value. The following table is a summary of long-term, available-for-sale investments at December 31, 2007:
| | | | | | | | | | |
| | As of December 31, 2007 | |
| |
| |
| | Cost | | Gross Unrealized Gains | | Fair Value | |
| |
| |
| |
| |
| | (in thousands) | |
Available-for-Sale | | | |
| | | | | | | | | | |
U.S. Treasury notes | | $ | 19,634 | | $ | 22 | | $ | 19,656 | |
There were no available-for-sale investments, short or long-term, at December 31, 2006.
For all investments, interest income is accrued as earned and amortization of premium or discount, if any, is included in interest income. Unrealized gains or losses for available-for-sale securities are reported in other comprehensive income until realized.
Salvage Fund
Pursuant to the Fund’s LLC Agreement, the Fund deposits in a separate interest-bearing account, or a salvage fund, money to provide for dismantling production platforms and facilities, plugging and abandoning the wells and removing the platforms, facilities and wells after 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 legal restrictions on withdrawals from the salvage fund.
Oil and Natural Gas Properties
Investments in oil and natural gas properties are operated by unaffiliated entities (“Operators”) who 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 relating to the wells are advanced and billed by Operators through authorization for expenditures.
The successful efforts method of accounting for oil and gas producing activities is followed. Acquisition costs are capitalized when incurred. Other oil and natural gas exploration costs, excluding the costs of drilling exploratory wells, are charged to expense as incurred. The costs of drilling exploratory wells are capitalized pending the determination of whether the wells have discovered proved commercial reserves. If proved commercial reserves have not been found, exploratory drilling costs are expensed to dry-hole expense. Costs to develop proved reserves, including the costs of all development wells and related facilities and equipment used in the production of natural crude oil and natural gas, are capitalized. Expenditures for ongoing repairs and maintenance of producing properties are expensed as incurred.
Upon the sale or retirement of a proved property, the cost and related accumulated depletion and amortization will be eliminated from the property accounts, and the resultant gain or loss is recognized. On the sale or retirement of an unproved property, gain or loss on the sale is recognized. The Manager does not currently intend to sell any of the Fund’s property interests.
Capitalized acquisition costs of producing oil and natural gas properties are depleted by the unit-of-production method.
As of December 31, 2007 and 2006 amounts recorded in due to operators related to the acquisition of oil and gas property were $4.6 million and $26.5 million, respectively. The balance at December 31, 2007 was paid during the first quarter of 2008.
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 is required to advance its share of estimated cash outlay 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 transferred to unproved properties.
F-8
Asset Retirement Obligations
For oil and natural 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. The following table presents the changes to the asset retirement obligations.
| | | | | | | |
| | December 31, | |
| | 2007 | | 2006 | |
| |
| |
| |
| | (in thousands) | |
Balance - January 1, | | $ | — | | $ | — | |
|
Liabilities incurred | | | 814 | | | 139 | |
Liabilities settled | | | (749 | ) | | (139 | ) |
| |
|
| |
|
| |
Balance - December 31, | | $ | 65 | | $ | — | |
| |
|
| |
|
| |
As indicated above, the Fund maintains a salvage fund to provide for the funding of future asset retirement obligations.
Syndication Costs
Direct costs associated with offering the Fund’s shares including professional fees, selling expenses and administrative costs payable to the Manager, an affiliate of the Manager and outside brokers are reflected as a reduction of shareholders’ capital.
Revenue Recognition and Production Receivable
Oil and natural gas sales are recognized when delivery is made by the Operator to the purchaser and title is transferred (i.e., production has been delivered to a pipeline or transport vehicle). The Fund began earning revenue in December 2007.
The volume of oil and natural gas sold on the Fund’s behalf may differ from the volume of oil and natural gas the Fund is entitled to. The Fund will account for such oil and natural gas production imbalances by the entitlements method. Under the entitlements method, the Fund will recognize a receivable from other working interest owners for volumes oversold by other working interest owners, and a payable to other working interest owners for volumes oversold by the Fund. At December 31, 2007 and 2006, there were no oil or natural gas balancing arrangements between the Fund and other working interest owners.
Impairment of Long-Lived Assets
In accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment of Long-Lived Assets”, long-lived assets, such as oil and natural gas properties, are evaluated when events or changes in circumstances indicate the carrying value of such assets may not be recoverable. The determination of whether impairment has occurred is made by comparing the carrying values of long-lived assets to the estimated future undiscounted cash flows attributable to the asset. The impairment loss recognized is the excess of the carrying value over the future discounted cash flows attributable to the asset or the estimated fair value of the asset. No impairments have been recorded in the Fund since inception.
Depletion and Amortization
Depletion and amortization of the cost of proved oil and natural gas properties are calculated using the units of production method. Proved developed reserves are used as the base for depleting the cost of successful exploratory drilling and development costs. The sum of proved developed and proved undeveloped reserves is used as the base for depleting (or amortizing) leasehold acquisition costs, the costs to acquire proved properties and platform and pipeline costs.
Income Taxes
No provision is made for income taxes in the financial statements. The fund is a limited liability company and as such the income or losses are passed through and included in the tax returns of the individual 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, fiduciary fees, depletion and amortization, which are allocated 99% to shareholders and 1% to the Manager.
F-9
3. Recent Accounting Standards
In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), which permits entities to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. An entity would report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The decision about whether to elect the fair value option is applied instrument by instrument, with a few exceptions; the decision is irrevocable; and it is applied only to entire instruments and not to portions of instruments. The statement requires disclosures that facilitate comparisons (a) between entities that choose different measurement attributes for similar assets and liabilities and (b) between assets and liabilities in the financial statements of an entity that selects different measurement attributes for similar assets and liabilities. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 will not have a material impact on its financials. The Fund did not elect to measure existing assets and liabilities at fair value on the date of adoption.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (“SFAS No.157”), which applies under most other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 provides a common definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in a transaction between market participants. The new standard also provides guidance on the methods used to measure fair value and requires expanded disclosures related to fair value measurements. SFAS No. 157 had originally been effective for financial statements issued for fiscal years beginning after November 15, 2007, however the FASB has agreed on a one year deferral for all nonfinancial assets and liabilities. The Fund believes this guidance will not have a material impact on the financial statements.
4. Unproved Properties - Capitalized Exploratory Well Costs
Leasehold acquisition and exploratory drilling costs are capitalized pending determination of whether the well has found proved reserves. Unproved properties are assessed on a quarterly basis by evaluating and monitoring if sufficient progress is made on assessing the reserves. The following table reflects the net changes in unproved properties for the years ended December 31, 2007 and 2006. As of December 31, 2007 and 2006, the Fund had no capitalized exploratory well costs greater than one year.
| | | | | | | |
| | 2007 | | 2006 | |
| |
| |
| |
| | (in thousands) | |
Balance - January 1, | | $ | — | | $ | — | |
Additions to capitalized exploratory well costs pending the determination of proved reserves | | | 25,060 | | | — | |
Reclassifications to proved properties based on the determination of proved reserves | | | (20,858 | ) | | — | |
Capitalized exploratory well costs charged to dry hole costs | | | — | | | — | |
| |
|
| |
|
| |
Balance - December 31, | | $ | 4,202 | | $ | — | |
| |
|
| |
|
| |
Capitalization 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. Dry-hole costs are detailed in the table below.
| | | | | | | |
Lease Block | | For the year ended December 31, 2007 | | For the period April 12, 2006 (Inception) through December 31, 2006 | |
| |
| |
| |
| | (in thousands) | |
Green Canyon 246 | | $ | 9,122 | | $ | 24,215 | |
West Cameron 109 | | | 50 | | | 8,375 | |
West Cameron 296 | | | 2,680 | | | — | |
Mississippi Canyon 489/490 | | | 3,230 | | | — | |
| |
|
| |
|
| |
| | $ | 15,082 | | $ | 32,590 | |
| |
|
| |
|
| |
F-10
5. Distributions
Distributions to shareholders are allocated in proportion to the number of shares held.
The Manager will determine whether Available Cash from Operations, as defined in the Fund’s LLC Agreement, is to be distributed. Such distributions will be allocated 85% to the shareholders and 15% to the Manager, as defined in the Fund’s LLC Agreement.
Available Cash from Dispositions, as defined in the Fund’s 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.
There have been no distributions made by the Fund since its inception.
6. Related Parties
Ridgewood Energy Corporation, the Manager, was paid a one time investment fee of 4.5% of initial capital contributions. Fees are payable for services of investigating and evaluating investment opportunities and effecting transactions and are expensed as incurred. For the period April 12, 2006 (Inception) through December 31, 2006 investment fees were $6.5 million.
The LLC Agreement provides that the Manager render management, administrative and advisory services. For such services, the Manager receives an annual management fee, payable monthly, of 2.5% of total capital contributions, net of cumulative dry-hole costs incurred. Management fees of $2.6 million and $1.6 million were incurred and paid for the year ended December 31, 2007 and for the period April 12, 2006 (Inception) through December 31, 2006, respectively. Of this amount, $38 thousand was included in due to affiliates at December 31, 2006. There was no such amount payable at December 31, 2007.
The Manager was paid an offering fee that approximated 3.5% of capital contributions directly related to the offer and sale of shares of the Fund. Such offering fee was included in syndication costs of $17.0 million. For the period April 12, 2006 (Inception) through December 31, 2006, offering fees were $5.1 million. Of this amount, $30 thousand was included in due to affiliates at December 31, 2006. There was no such amount payable at December 31, 2007.
From time to time, short-term payables and receivables, which do not bear interest, arise from transactions with affiliates in the ordinary course of business. There were no such payables or receivables at December 31, 2007 and 2006.
During the period April 12, 2006 (Inception) through December 31, 2006, Ridgewood Securities Corporation, a registered broker-dealer affiliated with the Manager, was paid selling commissions and placement fees of $115 thousand and $1.4 million, respectively, for shares sold of the Fund which are reflected in syndication costs. At December 31, 2006, $5 thousand was included in due to affiliates. There was no such amount payable at December 31, 2007.
None of the compensation to be received by the Manager has been derived as a result of arm’s length negotiations.
The Fund has working interest ownership in certain projects to acquire and develop oil and natural gas projects with other entities that are likewise managed by the Manager.
7. Fair Value of Financial Instruments
At December 31, 2007 and 2006, the carrying value of cash and cash equivalents, short-term and long-term investments in marketable securities, salvage fund, production receivable and accrued expenses approximate fair value.
F-11
8. Commitments and Contingencies
Capital Commitments
The Fund has entered into multiple offshore operating 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 December 31, 2007, the Fund had committed to spend an additional $4.8 million relating to the properties.
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 the Operators 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 natural 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 December 31, 2007 and 2006, there were no known environmental issues that required the Fund to record a liability.
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 which 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 Manager’s investment programs. Claims made by other such programs can reduce or eliminate insurance for the Fund.
F-12
Supplemental Financial Information – Information about Oil and Natural Gas Producing Activities - Unaudited
In accordance with Statement of Financial Accounting Standards No. 69, “Disclosures about Oil and Gas Producing Activities,” this section provides supplemental information on oil and natural gas exploration and producing activities of the Fund.
The Fund is engaged solely in oil and natural gas activities, all of which are located in the United States offshore waters of Louisiana in the Gulf of Mexico.
Table I - Capitalized Costs Related to Oil and Gas Producing Activities
| | | | | | | |
| | December 31, | |
| | 2007 | | 2006 | |
| |
| |
| |
| | (in thousands) | |
| | | |
Proved oil and gas properties | | $ | 20,858 | | $ | — | |
Unproved oil and gas properties | | | 4,202 | | | — | |
Advances to operators for working interests and expenditures | | | 1,068 | | | — | |
| |
|
| |
|
| |
Total oil and gas properties | | | 26,128 | | | — | |
Accumulated depletion and amortization | | | (82 | ) | | — | |
| |
|
| |
|
| |
Oil and gas properties, net | | $ | 26,046 | | $ | — | |
| |
|
| |
|
| |
Table II - Costs Incurred in Exploration, Property Acquisitions and Development
| | | | | | | |
| | For the year ended December 31, 2007 | | For the period April 12, (Inception ) through December 31, 2006 | |
| |
| |
| |
| | (in thousands) | |
Exploratory drilling costs - capitalized | | $ | 26,063 | | $ | — | |
Exploratory drilling costs - expensed | | | 15,082 | | | 32,590 | |
| |
|
| |
|
| |
| | $ | 41,145 | | $ | 32,590 | |
| |
|
| |
|
| |
F-13
Table III - Reserve Quantity Information
Oil and gas reserves of the Fund have been estimated by an independent petroleum engineer, Ryder Scott Company, L.P., for the year ended December 31, 2007. The reserve estimates for December 31, 2007 are based on estimated future reserves as of December 31, 2007 provided by Ryder Scott Company, L.P. These reserve disclosures have been prepared in compliance with the Securities and Exchange Commission rules. At December 31, 2006, the Fund had no proved properties, and therefore no reserves.
Proved reserves are classified as either developed or undeveloped. Proved developed reserves are the quantities expected to be recovered through existing wells with existing equipment and operating methods. The Fund had no proved undeveloped reserves at December 31, 2007.
| | | | | | | |
| | December 31, 2007 United States | |
| | Oil (BBLS) | | Gas (MCF) | |
| |
|
|
|
|
| | | | | |
Proved developed reserves: | | | | | |
Beginning of year | | | — | | | — | |
Discoveries | | | 28,761 | | | 14,505,248 | |
Revisions of previous estimates | | | — | | | — | |
Production | | | (46 | ) | | (57,748 | ) |
| |
|
|
|
|
|
|
End of year | | | 28,715 | | | 14,447,500 | |
| |
|
|
|
|
|
|
Due to the inherent uncertainties and the limited nature of recovery data, estimates of reserve information are subject to change as additional information becomes available.
|
Table IV - Standardized Measure of Discounted Future Net Cash Flows Related to Proved Oil and Gas Reserves |
Summarized in the following table is information for the Fund with respect to the standardized measure of discounted future net cash flows relating to proved oil and gas reserves. Future cash inflows are computed by applying year-end prices of oil and gas relating to the Fund’s proved reserves to the year-end quantities of those reserves. Future production, development, site restoration and abandonment costs are derived based on current costs assuming continuation of existing economic conditions.
|
| | | | |
| | December 31, 2007 | |
| |
| |
| | (in thousands) | |
Future estimated revenues | | $ | 95,487 | |
Future estimated production costs | | | (3,010 | ) |
Future estimated development costs | | | (1,159 | ) |
| |
|
| |
Future net cash flows | | | 91,318 | |
10% annual discount for estimated timing of cash flows | | | (32,382 | ) |
| |
|
| |
Standardized measure of discounted future estimated net cash flows | | $ | 58,936 | |
| |
|
| |
F-14
|
Table V - Changes in the Standardized Measure of Discounted Future Net Cash Flows Related to Proved Oil and Gas Reserves |
|
The changes in present values between years, which can be significant, reflect changes in estimated proved reserve quantities and prices and assumptions used in forecasting production volumes and costs. |
| | | | |
| | Year ended December 31, 2007 | |
| |
| |
| | (in thousands) | |
Standardized measure beginning of the year | | $ | — | |
Sales of oil and gas production, net of production costs | | | (462 | ) |
Net changes in prices and production costs | | | — | |
Extensions, discoveries, and improved | | | 58,907 | |
recovery and techniques, less related costs | | | | |
Development costs incurred during the period | | | — | |
Revisions of previous reserve quantities estimate | | | — | |
Accretion of discount | | | 491 | |
| |
|
| |
Standardized measure end of the year | | $ | 58,936 | |
| |
|
| |
It is necessary to emphasize that the data presented should not be viewed as representing the expected cash flow from, or current value of, existing proved reserves as the computations are based on a large number of estimates. Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations and frequent revisions. The required projection of production and related expenditures over time requires further estimates with respect to pipeline availability, rates and governmental control. Actual future prices and costs are likely to be substantially different from the current price and cost estimates utilized in the computation of reported amounts. Any analysis or evaluation of the reported amounts should give specific recognition to the computational methods utilized and the limitation inherent therein.
F-15
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 T FUND, LLC |
| | |
Date: March 14, 2008 | By: | /s/ ROBERT E. SWANSON |
| |
|
| | Robert E. Swanson |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | |
Signature | | Capacity | | Date |
| |
| |
|
/s/ ROBERT E. SWANSON | | Chief Executive Officer (Principal Executive Officer) | | March 14, 2008 |
| | | | |
Robert E. Swanson | | | | |
| | | | |
/s/ KATHLEEN P. MCSHERRY | | Executive Vice President and Chief Financial | | March 14, 2008 |
| | Officer (Principal Accounting Officer) | | |
Kathleen P. McSherry | | | | |
| | | | |
RIDGEWOOD ENERGY CORPORATION | | | | |
/s/ ROBERT E. SWANSON | | Chief Executive Officer of Manager | | March 14, 2008 |
| | | | |
Robert E. Swanson | | | | |