Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 13, 2020 | |
Document And Entity Information Abstract | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Entity Registrant Name | RIDGEWOOD ENERGY A-1 FUND LLC | |
Entity Central Index Key | 0001457919 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 207.7026 | |
Entity File Number | 000-53895 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Current Reporting Status | Yes | |
Entity Incorporation, State or Country Code | DE |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,433 | $ 1,566 |
Production receivable | 202 | 391 |
Due from affiliate (Note 2) | 10 | 13 |
Other current assets | 19 | 37 |
Total current assets | 1,664 | 2,007 |
Salvage fund | 1,911 | 1,871 |
Oil and gas properties: | ||
Proved properties | 20,121 | 20,109 |
Less: accumulated depletion and amortization | (11,795) | (11,302) |
Total oil and gas properties, net | 8,326 | 8,807 |
Total assets | 11,901 | 12,685 |
Current liabilities: | ||
Due to operators | 176 | 264 |
Accrued expenses | 41 | 45 |
Current portion of long-term borrowings | 365 | 898 |
Other current liabilities | 164 | |
Total current liabilities | 582 | 1,371 |
Long-term borrowings | 1,350 | 988 |
Asset retirement obligations | 1,507 | 1,500 |
Total liabilities | 3,439 | 3,859 |
Commitments and contingencies (Note 4) | ||
Members' capital: | ||
Distributions | (5,450) | (5,407) |
Retained earnings | 6,487 | 6,424 |
Manager's total | 1,037 | 1,017 |
Capital contributions (250 shares authorized; 207.7026 issued and outstanding) | 41,143 | 41,143 |
Syndication costs | (4,804) | (4,804) |
Distributions | (37,647) | (37,404) |
Retained earnings | 8,733 | 8,874 |
Shareholders' total | 7,425 | 7,809 |
Total members' capital | 8,462 | 8,826 |
Total liabilities and members' capital | $ 11,901 | $ 12,685 |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEETS (Parenthetical) - shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Shares authorized | 250 | 250 |
Shares issued | 207.7026 | 207.7026 |
Shares outstanding | 207.7026 | 207.7026 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | ||
Oil and gas revenue | $ 745 | $ 872 |
Other revenue | 42 | 61 |
Total revenue | 787 | 933 |
Expenses | ||
Depletion and amortization | 493 | 472 |
Operating expenses | 195 | 149 |
Management fees to affiliate | 93 | 93 |
General and administrative expenses | 47 | 45 |
Total expenses | 828 | 759 |
(Loss) income from operations | (41) | 174 |
Interest expense, net | (37) | (67) |
Net (loss) income | (78) | 107 |
Manager Interest | ||
Net income | 63 | 92 |
Shareholder Interest | ||
Net (loss) income | $ (141) | $ 15 |
Net (loss) income per share | $ (679) | $ 71 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN PARTNERS CAPITAL - USD ($) $ in Thousands | # of Shares [Member] | Manager [Member] | Shareholders [Member] | Accumulated Other Comprehensive Income [Member] | Total |
Balances at Dec. 31, 2018 | $ 925 | $ 9,294 | $ 1 | $ 10,220 | |
Balances, shares at Dec. 31, 2018 | 207.7026 | 207.7026 | |||
Distributions | (78) | (437) | $ (515) | ||
Net income (loss) | 92 | 15 | 107 | ||
Balances at Mar. 31, 2019 | 939 | 8,872 | $ 1 | 9,812 | |
Balances, shares at Mar. 31, 2019 | 207.7026 | ||||
Balances at Dec. 31, 2019 | 1,017 | 7,809 | $ 8,826 | ||
Balances, shares at Dec. 31, 2019 | 207.7026 | 207.7026 | |||
Distributions | (43) | (243) | $ (286) | ||
Net income (loss) | 63 | (141) | (78) | ||
Balances at Mar. 31, 2020 | $ 1,037 | $ 7,425 | $ 8,462 | ||
Balances, shares at Mar. 31, 2020 | 207.7026 | 207.7026 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net (loss) income | $ (78) | $ 107 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depletion and amortization | 493 | 472 |
Accretion expense | 7 | 6 |
Amortization of debt discounts | 1 | 1 |
Changes in assets and liabilities: | ||
Decrease (increase) in production receivable | 189 | (33) |
Decrease in due from affiliate | 3 | 35 |
Decrease in other current assets | 18 | 24 |
Decrease in due to operators | (90) | (48) |
Decrease in accrued expenses | (4) | (3) |
Decrease in other current liabilities | (164) | |
Net cash provided by operating activities | 375 | 561 |
Cash flows from investing activities | ||
Capital expenditures for oil and gas properties | (10) | (284) |
Increase in salvage fund | (40) | (39) |
Net cash used in investing activities | (50) | (323) |
Cash flows from financing activities | ||
Repayments of long-term borrowings | (172) | (170) |
Distributions | (286) | (515) |
Net cash used in financing activities | (458) | (685) |
Net decrease in cash and cash equivalents | (133) | (447) |
Cash and cash equivalents, beginning of period | 1,566 | 2,124 |
Cash and cash equivalents, end of period | 1,433 | 1,677 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 41 | 69 |
Supplemental disclosure of non-cash investing activities | ||
Due to operators for accrued capital expenditures for oil and gas properties | $ 7 | $ 252 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Organization The Ridgewood Energy A-1 Fund, LLC (the Fund), a Delaware limited liability company, was formed on February 3, 2009 and operates pursuant to a limited liability company agreement (the LLC Agreement) dated as of March 2, 2009 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 Funds operations. The Manager performs, or arranges for the performance of, the management, advisory and administrative services required for the Funds operations. Such services include, without limitation, the administration of shareholder accounts, shareholder relations, the preparation, review and dissemination of tax and other financial information and the management of the Funds investments in projects. In addition, the Manager provides office space, equipment and facilities and other services necessary for the Funds operations. The Manager also engages and manages contractual relations with unaffiliated custodians, depositories, accountants, attorneys, corporate fiduciaries, insurers, banks and others as required. See Notes 2, 3 and 4. Basis of Presentation These unaudited interim condensed financial statements have been prepared by the Funds 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 Funds financial position, results of operations, changes in members capital 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 financial position, results of operations, changes in members capital 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 Funds December 31, 2019 financial statements and notes thereto included in the Funds Annual Report on Form 10-K (2019 Annual Report) filed with the Securities and Exchange Commission (SEC). The year-end condensed balance sheet data was derived from audited financial statements for the year ended December 31, 2019, but does not include all annual 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, management reviews its estimates, including those related to the fair value of financial instruments, depletion and amortization, determination of proved reserves, impairment of long-lived assets and asset retirement obligations. Actual results may differ from those estimates. Summary of Significant Accounting Policies The Fund has provided discussion of significant accounting policies in Note 1 of Notes to Financial Statements Organization and Summary of Significant Accounting Policies contained in Item 8. Financial Statements and Supplementary Data within its 2019 Annual Report. There have been no significant changes to the Funds significant accounting policies during the three months ended March 31, 2020. Fair Value Measurements The Fund follows the accounting guidance for fair value measurement for measuring fair value of assets and liabilities in its financial statements. The Funds financial assets and liabilities consist of cash and cash equivalents, production receivable, due from affiliate, other current assets, salvage fund, due to operators, accrued expenses, long-term debt and other current liabilities. Except for long-term debt, the carrying amounts of these financial assets and liabilities approximate fair value due to their short-term nature. The Funds long-term debt is valued using an income approach and classified as Level 3 in the fair value hierarchy. The fair value of long-term debt is estimated by discounting future cash payments of principal and interest to a present value amount using a market yield for debt instruments with similar terms, maturities and credit ratings. The Fund also applies the provisions of the fair value measurement accounting guidance to its non-financial assets and liabilities, such as oil and gas properties and asset retirement obligations, on a non-recurring basis. Asset Retirement Obligations For oil and gas properties, there are obligations to perform removal and remediation activities when the properties are retired. Upon the determination that a property is either proved or dry, a retirement obligation is incurred. The Fund recognizes the fair value of a liability for an asset retirement obligation in the period incurred based on expected future cash outflows required to satisfy the obligation discounted at the Funds credit-adjusted risk-free rate. Plug and abandonment costs associated with unsuccessful projects are expensed as dry-hole costs. Annually, or more frequently if an event occurs that would dictate a change in assumptions or estimates underlying the obligations, the Fund reassesses its asset retirement obligations to determine whether any revisions to the obligations are necessary. The Fund maintains a salvage fund to provide for the funding of future asset retirement obligations. Revenue Recognition Oil and gas revenues are recognized at the point when control of oil and natural gas is transferred to the customers. Natural gas liquid sales are included within gas sales. The Funds oil and natural gas generally are sold to its customers at prevailing market prices based on an index in which the prices are published, adjusted for pricing differentials, quality of oil and pipeline allowances. Under the Funds oil and natural gas contracts, each unit of oil and natural gas represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and the transaction price related to the remaining performance obligations is the variable index-based price attributable to each unit of oil and natural gas that is transferred to the customer. The Fund invoices customers once its performance obligations have been satisfied, at which point the payment is unconditional. Accordingly, the Funds oil and natural gas contracts do not give rise to contract assets or liabilities. The receivables related to the Funds oil and gas revenue are included within Production receivable on the Funds balance sheets. Other revenue is generated from the Funds production handling, gathering and operating services agreement with an affiliated entity and other third parties. The Fund earns a fee for its services and recognizes these fees as revenue at the time its performance obligations are satisfied as the control of oil and natural gas is never transferred to the Fund, thus there are no unsatisfied performance obligations. The Funds project operator performs joint interest billing once the performance obligations have been satisfied, at which point the payment is unconditional. Accordingly, the Funds production handling, gathering and operating services agreement with an affiliated entity and other third parties does not give rise to contract assets or liabilities. The receivables related to the Funds proportionate share of revenue from an affiliate are included within Due from affiliate on the Funds balance sheets. The receivables related to the Funds proportionate share of revenue from third parties are presented as a reduction from Due to operator on the Funds balance sheets. The receivables are settled by issuance of a non-cash credit from the Beta Project operator to the Fund when the operator performs the joint interest billing of the lease operating expenses due from the Fund. The Fund also has an estimation process for revenue and related accruals, and any identified difference between its revenue estimates and actual revenue has not been significant. During the three months ended March 31, 2020 and 2019, revenue recognized from performance obligations satisfied in previous periods was not significant. Impairment of Long-Lived Assets The Fund reviews the carrying value of its oil and gas properties for impairment whenever events and circumstances indicate that the recorded carrying value of the oil and gas properties may not be recoverable. Impairments are determined by comparing estimated future net undiscounted cash flows to the carrying value of the oil and gas properties at the time of the review. If the carrying value exceeds the estimated future net undiscounted cash flows, the carrying value of the oil and gas properties is written down to fair value, which is determined using valuation techniques that include both market and income approaches and use Level 3 inputs. 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. During first quarter 2020, there has been a significant decline in oil and natural gas commodity prices primarily due to the Coronavirus (COVID-19) pandemic. The Fund determined the decline in oil prices was a triggering event requiring the Fund to evaluate recoverability of its oil and gas properties. The Fund performed an asset recoverability assessment for its oil and gas properties as of March 31, 2020. Based on its assessment, the Fund determined its oil and gas properties were not impaired during the three months ended March 31, 2020. There were no impairments during the three months ended March 31, 2019. Declines in oil and natural gas commodity prices may not only impact the fair value of the Funds oil and gas properties but could also reduce the quantities of reserves that are commercially recoverable and could result in impairment. The Fund is unable to predict the amount of future reserve revisions at this time, however, if oil and natural gas commodity prices continue to decline, even if only for a short period of time, it is possible that impairments of oil and gas properties will occur. Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (FASB) issued accounting guidance on fair value measurement, which adds, among other things, disclosure requirements for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This accounting guidance is effective for the Fund in the first quarter 2020 with early adoption permitted. The Fund adopted this accounting guidance on January 1, 2020 and the adoption did not have a material impact on the Funds financial statements. In June 2016, the FASB issued accounting guidance on measurement of credit losses, which introduces, among other things, a new expected loss impairment model that applies to most financial assets measured at amortized cost and certain other instruments including trade and other receivables and other financial assets. Under the new accounting guidance, entities are required to estimate expected credit loss over the life of financial assets and record an allowance against the assets amortized cost basis to present the financial asset at the amount expected to be collected. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. The accounting guidance and the most recent update issued in February 2020 are effective for the Fund in the first quarter of 2023 with early adoption permitted. The Fund early adopted this accounting guidance and related updates prospectively on January 1, 2020 and the adoption did not result in a cumulative adjustment to retained earnings on January 1, 2020. The Fund is exposed to credit losses through the sales of oil and natural gas to customers. However, the Fund only sells to a small number of major oil and gas companies that have investment grade credit ratings. Based on historical collection experience, current and future economic and market conditions and a review of the current status of customers' production receivables, the Fund has not recorded an expected loss allowance as there are no past due receivable balances or projected credit losses. The Fund considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and determined based on the composition of its customer base, there was no related credit loss impact. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | 2. Related Parties Pursuant to the terms of the LLC Agreement, the Manager is entitled to receive an annual management fee, payable monthly, of 2.5% of total capital contributions, net of cumulative dry-hole well costs incurred by the Fund and fully depleted project investments, however, the Manager is permitted to waive all or a portion of the management fee at its own discretion. Therefore, all or a portion of the management fee may be temporarily waived to accommodate the Funds short-term commitments. Management fees during each of the three months ended March 31, 2020 and 2019 were $0.1 million. The Manager is also entitled to receive 15% of the cash distributions from operations made by the Fund. Distributions paid to the Manager during the three months ended March 31, 2020 and 2019 were $43 thousand and $0.1 million, respectively. The Fund utilizes Beta Sales and Transport, LLC, a wholly-owned subsidiary of the Manager, to facilitate the transportation and sale of oil and natural gas produced from the Beta Project. The Fund and other third-party working interest owners in the Beta Project are parties to a production handling, gathering and operating services agreement (PHA) with Ridgewood Claiborne, LLC, a wholly-owned entity of Ridgewood Energy Oil & Gas Fund II, L.P. (Institutional Fund II), and other third-party working interest owners in the Claiborne Project. Institutional Fund II is an entity that is managed by the Funds Manager. During the three months ended March 31, 2020 and 2019, the Fund earned $11 thousand and $15 thousand, respectively, representing its proportionate share of the production handling fees earned from Institutional Fund II, which is included within Other revenue on the Funds statements of operations. As of March 31, 2020 and December 31, 2019, the Funds receivables of $10 thousand and $13 thousand, respectively, related to the Funds proportionate share of revenue from Institutional Fund II are included within Due from affiliate on the Funds balance sheets. The receivables are settled by issuance of a non-cash credit from the Beta Project operator to the Fund on behalf of the Claiborne Project working interest owners when the operator performs the joint interest billing of the lease operating expenses due from the Fund. The revenue received from the PHA is utilized by the Fund to repay a portion of the long-term debt outstanding under its Credit Agreement (defined below) until the loan is repaid in full, in no event later than December 31, 2022. At times, short-term payables and receivables, which do not bear interest, arise from transactions with affiliates in the ordinary course of business. The Fund has working interest ownership in certain oil and natural gas projects, which are also owned by other entities that are likewise managed by the Manager. |
Credit Agreement - Beta Project
Credit Agreement - Beta Project Financing | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Credit Agreement - Beta Project Financing | 3. Credit Agreement Beta Project Financing As of March 31, 2020 and December 31, 2019, the Fund had outstanding borrowings of $1.7 million and $1.9 million, respectively, under its credit agreement dated November 27, 2012, as amended on September 30, 2016, September 15, 2017, June 1, 2018 and August 10, 2018 (the Credit Agreement). As of March 31, 2020, the estimated fair value of the debt was $1.3 million. Borrowings under the Credit Agreement bear interest at 8.75% compounded monthly. Principal and interest payments are based on the fixed percentage of the Funds Net Revenue, as defined in the Credit Agreement. Beginning on April 1, 2019 and each April 1 st st As of March 31, 2020 and December 31, 2019, the unamortized debt discounts related to the loan of $10 thousand and $11 thousand, respectively, were presented as a reduction of Long-term borrowings on the Funds balance sheets. Amortization expense during each of the three months ended March 31, 2020 and 2019 of $1 thousand was included on the Funds statements of operations within Interest expense, net. As of March 31, 2020 and December 31, 2019, there were no accrued interest costs outstanding. Interest costs incurred during the three months ended March 31, 2020 and 2019 of $41 thousand and $0.1 million, respectively, were included on the Funds statements of operations within Interest expense, net. The Credit Agreement contains customary covenants, with which the Fund was in compliance as of March 31, 2020 and December 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4. Commitments and Contingencies Capital Commitments As of March 31, 2020, the Funds estimated capital commitments related to its oil and gas properties were $2.7 million (which include asset retirement obligations for the Funds projects of $1.9 million), of which $0.3 million is expected to be spent during the next twelve months primarily related to the recompletion work for the Beta Project. Future results of operations and cash flows are dependent on the related production of oil and gas revenues from the Beta Project. Based upon its current cash position and its current reserve estimates, the Fund expects cash flow from operations to be sufficient to cover its commitments, borrowing repayments and ongoing operations. Reserve estimates are projections based on engineering data that cannot be measured with precision, require substantial judgment, and are subject to frequent revision. However, if cash flow from operations is not sufficient to meet the Funds commitments, the Manager will temporarily waive all or a portion of the management fee as well as provide short-term financing to accommodate the Funds short-term commitments if needed. Impact from COVID-19 The extent of the impact of the COVID-19 pandemic on the Funds financial position, results of operations and cash flows will depend on future developments, including the duration and spread of the pandemic and related advisories and restrictions and the impact of COVID-19 on oil and natural gas commodity prices, financial markets and the overall economy, all of which are highly uncertain and cannot be predicted. Lower oil and gas prices may reduce the amount of oil and gas products which can be economically produced. If the financial markets and/or the overall economy are impacted for an extended period, the Fund, its operators and other working interest partners financial performance results may be materially adversely affected, which could significantly affect the Funds liquidity, development of oil and gas and expected operating results. It is likely that estimates of oil and gas products that can be economically produced will be reduced, which increases the likelihood of impairments and higher depletion rates. Environmental and Governmental Regulations Many aspects of the oil and gas industry are subject to federal, state and local environmental laws and regulations. The Manager and operators of the Funds properties are continually taking action they believe appropriate to satisfy applicable federal, state and local environmental regulations. 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. As of March 31, 2020 and December 31, 2019, there were no known environmental contingencies that required adjustment to, or disclosure in, the Funds financial statements. Oil and gas industry legislation and administrative regulations are periodically changed for a variety of political, economic, and other reasons. 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 Funds operating results and cash flows. 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 Funds business. BOEM Notice to Lessees on Supplemental Bonding On July 14, 2016, the Bureau of Ocean Energy Management (BOEM) issued a Notice to Lessees (NTL 2016-N01) that discontinued and materially replaced existing policies and procedures regarding financial security (i.e. supplemental bonding) for decommissioning obligations of lessees of federal oil and gas leases and owners of pipeline rights-of-way, rights-of use and easements on the Outer Continental Shelf (Lessees). Generally, NTL 2016-N01 (i) ended the practice of excusing Lessees from providing such additional security where co-lessees had sufficient financial strength to meet such decommissioning obligations, (ii) established new criteria for determining financial strength and additional security requirements of such Lessees, (iii) provided acceptable forms of such additional security, and (iv) replaced the waiver system with one of self-insurance. The rule became effective as of September 12, 2016; however, on January 6, 2017, the BOEM announced that it was suspending the implementation timeline for six months in certain circumstances. On May 1, 2017, the Secretary of the U.S. Department of the Interior (Interior) directed the BOEM to complete a review of NTL 2016-N01, to provide a report to certain Interior personnel describing the results of the review and options for revising or rescinding NTL 2016-N01, and to keep the implementation timeline extension in effect pending the completion of the review of NTL 2016-N01 by the identified Interior personnel. On June 22, 2017, the BOEM announced that the implementation timeline extension will remain in effect pending the completion of the review of NTL 2016-N01. As of March 31, 2020, the BOEM has not lifted its suspension of the implementation of NTL 2016-N01. The impact of NTL 2016-N01, if enforced without change or amendment, may require the Fund to fully secure all of its potential abandonment liabilities to the BOEMs satisfaction using one or more of the enumerated methods for doing so. Potentially this could increase costs to the Fund if the Fund is required to obtain additional supplemental bonding, fund escrow accounts or obtain letters of credit. Insurance Coverage The Fund is subject to all risks inherent in the oil and natural gas business. 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 entities managed by the Manager. Depending on the extent, nature and payment of claims made by the Fund or other entities managed by the Manager, yearly insurance coverage may be exhausted and become insufficient to cover a claim by the Fund in a given year. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policy) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited interim condensed financial statements have been prepared by the Funds 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 Funds financial position, results of operations, changes in members capital 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 financial position, results of operations, changes in members capital 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 Funds December 31, 2019 financial statements and notes thereto included in the Funds Annual Report on Form 10-K (2019 Annual Report) filed with the Securities and Exchange Commission (SEC). The year-end condensed balance sheet data was derived from audited financial statements for the year ended December 31, 2019, but does not include all annual disclosures required by GAAP. |
Use of Estimates | 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, management reviews its estimates, including those related to the fair value of financial instruments, depletion and amortization, determination of proved reserves, impairment of long-lived assets and asset retirement obligations. Actual results may differ from those estimates. |
Fair Value Measurements | Fair Value Measurements The Fund follows the accounting guidance for fair value measurement for measuring fair value of assets and liabilities in its financial statements. The Funds financial assets and liabilities consist of cash and cash equivalents, production receivable, due from affiliate, other current assets, salvage fund, due to operators, accrued expenses, long-term debt and other current liabilities. Except for long-term debt, the carrying amounts of these financial assets and liabilities approximate fair value due to their short-term nature. The Funds long-term debt is valued using an income approach and classified as Level 3 in the fair value hierarchy. The fair value of long-term debt is estimated by discounting future cash payments of principal and interest to a present value amount using a market yield for debt instruments with similar terms, maturities and credit ratings. The Fund also applies the provisions of the fair value measurement accounting guidance to its non-financial assets and liabilities, such as oil and gas properties and asset retirement obligations, on a non-recurring basis. |
Asset Retirement Obligations | Asset Retirement Obligations For oil and gas properties, there are obligations to perform removal and remediation activities when the properties are retired. Upon the determination that a property is either proved or dry, a retirement obligation is incurred. The Fund recognizes the fair value of a liability for an asset retirement obligation in the period incurred based on expected future cash outflows required to satisfy the obligation discounted at the Funds credit-adjusted risk-free rate. Plug and abandonment costs associated with unsuccessful projects are expensed as dry-hole costs. Annually, or more frequently if an event occurs that would dictate a change in assumptions or estimates underlying the obligations, the Fund reassesses its asset retirement obligations to determine whether any revisions to the obligations are necessary. The Fund maintains a salvage fund to provide for the funding of future asset retirement obligations. |
Revenue Recognition | Revenue Recognition Oil and gas revenues are recognized at the point when control of oil and natural gas is transferred to the customers. Natural gas liquid sales are included within gas sales. The Funds oil and natural gas generally are sold to its customers at prevailing market prices based on an index in which the prices are published, adjusted for pricing differentials, quality of oil and pipeline allowances. Under the Funds oil and natural gas contracts, each unit of oil and natural gas represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and the transaction price related to the remaining performance obligations is the variable index-based price attributable to each unit of oil and natural gas that is transferred to the customer. The Fund invoices customers once its performance obligations have been satisfied, at which point the payment is unconditional. Accordingly, the Funds oil and natural gas contracts do not give rise to contract assets or liabilities. The receivables related to the Funds oil and gas revenue are included within Production receivable on the Funds balance sheets. Other revenue is generated from the Funds production handling, gathering and operating services agreement with an affiliated entity and other third parties. The Fund earns a fee for its services and recognizes these fees as revenue at the time its performance obligations are satisfied as the control of oil and natural gas is never transferred to the Fund, thus there are no unsatisfied performance obligations. The Funds project operator performs joint interest billing once the performance obligations have been satisfied, at which point the payment is unconditional. Accordingly, the Funds production handling, gathering and operating services agreement with an affiliated entity and other third parties does not give rise to contract assets or liabilities. The receivables related to the Funds proportionate share of revenue from an affiliate are included within Due from affiliate on the Funds balance sheets. The receivables related to the Funds proportionate share of revenue from third parties are presented as a reduction from Due to operator on the Funds balance sheets. The receivables are settled by issuance of a non-cash credit from the Beta Project operator to the Fund when the operator performs the joint interest billing of the lease operating expenses due from the Fund. The Fund also has an estimation process for revenue and related accruals, and any identified difference between its revenue estimates and actual revenue has not been significant. During the three months ended March 31, 2020 and 2019, revenue recognized from performance obligations satisfied in previous periods was not significant. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Fund reviews the carrying value of its oil and gas properties for impairment whenever events and circumstances indicate that the recorded carrying value of the oil and gas properties may not be recoverable. Impairments are determined by comparing estimated future net undiscounted cash flows to the carrying value of the oil and gas properties at the time of the review. If the carrying value exceeds the estimated future net undiscounted cash flows, the carrying value of the oil and gas properties is written down to fair value, which is determined using valuation techniques that include both market and income approaches and use Level 3 inputs. 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. During first quarter 2020, there has been a significant decline in oil and natural gas commodity prices primarily due to the Coronavirus (COVID-19) pandemic. The Fund determined the decline in oil prices was a triggering event requiring the Fund to evaluate recoverability of its oil and gas properties. The Fund performed an asset recoverability assessment for its oil and gas properties as of March 31, 2020. Based on its assessment, the Fund determined its oil and gas properties were not impaired during the three months ended March 31, 2020. There were no impairments during the three months ended March 31, 2019. Declines in oil and natural gas commodity prices may not only impact the fair value of the Funds oil and gas properties but could also reduce the quantities of reserves that are commercially recoverable and could result in impairment. The Fund is unable to predict the amount of future reserve revisions at this time, however, if oil and natural gas commodity prices continue to decline, even if only for a short period of time, it is possible that impairments of oil and gas properties will occur. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (FASB) issued accounting guidance on fair value measurement, which adds, among other things, disclosure requirements for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This accounting guidance is effective for the Fund in the first quarter 2020 with early adoption permitted. The Fund adopted this accounting guidance on January 1, 2020 and the adoption did not have a material impact on the Funds financial statements. In June 2016, the FASB issued accounting guidance on measurement of credit losses, which introduces, among other things, a new expected loss impairment model that applies to most financial assets measured at amortized cost and certain other instruments including trade and other receivables and other financial assets. Under the new accounting guidance, entities are required to estimate expected credit loss over the life of financial assets and record an allowance against the assets amortized cost basis to present the financial asset at the amount expected to be collected. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. The accounting guidance and the most recent update issued in February 2020 are effective for the Fund in the first quarter of 2023 with early adoption permitted. The Fund early adopted this accounting guidance and related updates prospectively on January 1, 2020 and the adoption did not result in a cumulative adjustment to retained earnings on January 1, 2020. The Fund is exposed to credit losses through the sales of oil and natural gas to customers. However, the Fund only sells to a small number of major oil and gas companies that have investment grade credit ratings. Based on historical collection experience, current and future economic and market conditions and a review of the current status of customers' production receivables, the Fund has not recorded an expected loss allowance as there are no past due receivable balances or projected credit losses. The Fund considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and determined based on the composition of its customer base, there was no related credit loss impact. |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Annual management fee percentage rate | 2.50% | ||
Annual management fees paid to Fund Manager | $ 93 | $ 93 | |
Percentage of total distributions allocated to Fund Manager | 15.00% | ||
Distributions | $ (286) | (515) | |
Other revenue from affiliate | 11 | 15 | |
Due from affiliate | 10 | $ 13 | |
Manager [Member] | |||
Distributions | $ (43) | $ (78) |
Credit Agreement - Beta Proje_2
Credit Agreement - Beta Project Financing (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |||
Long-term borrowings | $ 1,700 | $ 1,900 | |
Fair value of debt | $ 1,300 | ||
Interest rate | 8.75% | ||
Periodic payment, fixed percentage | 30.00% | ||
Overriding royalty interest | 10.81% | ||
Unamortized debt discounts | $ 10 | 11 | |
Amortization of financing costs | 1 | $ 1 | |
Accrued interest | |||
Interest expense | $ 41 | $ 100 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments for the drilling and development of investment properties | $ 2,700 |
Commitments for asset retirement obligations included in estimated capital commitments | 1,900 |
Commitments for the drilling and development of investment properties expected to be incurred in the next 12 months | $ 300 |