UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q




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


or





o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______________________to____________________________





Commission File No. 000-51268





RIDGEWOOD ENERGY M FUND, LLC


(Exact name of registrant as specified in its charter)





Delaware

(State or other jurisdiction of

incorporation or organization)

13-4285167

(I.R.S. Employer

Identification No.)





14 Philips Parkway, Montvale, NJ 07645


(Address of principal executive offices) (Zip code)





(800) 942-5550


(Registrant’s telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x     No  o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  oNo  o





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





Large accelerated filer
o
Accelerated filer
oNon-accelerated filer

(Do not check if a smaller reporting company)
o
Smaller reporting company
x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No  x





As of August 10, 2010 the Fund had 535.6818 shares of LLC Membership Interest outstanding.












Table of ContentsPagePART I - FINANCIAL INFORMATIONItem 1.
Financial Statements:

1Unaudited Condensed Balance Sheets as of June 30, 2010 and December 31, 2009

1Unaudited Condensed Statements of Operations for the three and six months endedJune 30, 2010 and 2009

2Unaudited Condensed Statements of Cash Flows for the six months endedJune 30, 2010 and 2009

3Notes to Unaudited Condensed Financial Statements

4Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations

9Item 3.
Quantitative and Qualitative Disclosures about Market Risk

14Item 4.
Controls and Procedures

14PART II - OTHER INFORMATIONItem 1.
Legal Proceedings

14Item 1A.
Risk Factors

14Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

14Item 3.
Defaults Upon Senior Securities

14Item 4.
(Removed and Reserved)

14Item 5.
Other Information

14Item 6.
Exhibits

15SIGNATURES

16


Table of Contents
  PART I - FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS
  RIDGEWOOD ENERGY M FUND, LLC
 UNAUDITED CONDENSED BALANCE SHEETS
 (in thousands, except share data)
 June 30, 2010


December 31, 2009ASSETSCurrent assets:Cash and cash equivalents

$
879


$
1,304Production receivable


318



51Other current assets


242



29Total current assets


1,439



1,384Salvage fund


2,038



2,025Oil and gas properties:Advances to operators for working interests and expenditures


11



-Proved properties


10,117



9,982Less: accumulated depletion and amortization


(4,815
)


(3,503
)Total oil and gas properties, net


5,313



6,479Total assets

$
8,790


$
9,888LIABILITIES AND MEMBERS' CAPITALCurrent liabilities:Due to operators

$
113


$
799Asset retirement obligations


596



-Accrued expenses


193



235Total current liabilities


902



1,034Asset retirement obligations


1,322



1,910Total liabilities


2,224



2,944Commitments and contingencies (Note 8)Members' capital:Manager:Distributions


(1,551
)


(1,551
)Retained earnings


229



60Manager's total


(1,322
)


(1,491
)Shareholders:Capital contributions (834 shares authorized;

535.6818 issued and outstanding)


78,887



78,887Syndication costs


(8,597
)


(8,597
)Distributions


(9,079
)


(8,789
)Accumulated deficit


(53,323
)


(53,066
)Shareholders' total


7,888



8,435Total members' capital


6,566



6,944Total liabilities and members' capital

$
8,790


$
9,888
  The accompanying notes are an integral part of these unaudited condensed financial statements.
  1
 Table of Contents
  RIDGEWOOD ENERGY M FUND, LLC
 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 (in thousands, except per share data)
  Three months ended June 30,


Six months ended June 30,2010


2009


2010


2009RevenueOil and gas revenue

$
760


$
567


$
1,595


$
1,331ExpensesDepletion and amortization


604



798



1,312



1,829Impairment of proved properties


-



64



-



611Operating expenses


129



143



254



237General and administrative expenses


68



86



132



165Total expenses


801



1,091



1,698



2,842Loss from operations


(41
)


(524
)


(103
)


(1,511
)Other incomeInterest income


7



7



15



15Net loss

$
(34
)

$
(517
)

$
(88
)

$
(1,496
)Manager InterestNet income

$
78


$
43


$
169


$
117Shareholder InterestNet loss

$
(112
)

$
(560
)

$
(257
)

$
(1,613
)Net loss per share

$
(209
)

$
(1,045
)

$
(480
)

$
(3,011
)
  The accompanying notes are an integral part of these unaudited condensed financial statements.
  2
 Table of Contents
  RIDGEWOOD ENERGY M FUND, LLC
 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 (in thousands)
  Six months ended June 30,2010


2009Cash flows from operating activitiesNet loss

$
(88
)

$
(1,496
)Adjustments to reconcile net loss to net cash

provided by operating activities:Depletion and amortization


1,312



1,829Impairment of proved properties


-



611Accretion expense


8



10Changes in assets and liabilities:Increase in production receivable


(267
)


(121
)Decrease in other current assets


24



78Increase in due to operators


69



21(Decrease) increase in accrued expenses


(42
)


26Settlement of asset retirement obligations


-



(24
)Net cash provided by operating activities


1,016



934Cash flows from investing activitiesPayments to operators for working interests and expenditures


(11
)


(259
)Capital expenditures for oil and gas properties


(1,127
)


(1,986
)Investments in salvage fund


(13
)


(423
)Net cash used in investing activities


(1,151
)


(2,668
)Cash flows from financing activitiesDistributions


(290
)


(749
)Net cash used in financing activities


(290
)


(749
)Net decrease in cash and cash equivalents


(425
)


(2,483
)Cash and cash equivalents, beginning of period


1,304



3,687Cash and cash equivalents, end of period

$
879


$
1,204
  The accompanying notes are an integral part of these unaudited condensed financial statements.
  3
 Table of Contents


RIDGEWOOD ENERGY M FUND, LLC


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS








1.
Organization and Purpose





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





The Manager has direct and exclusive control over the management of the Fund’s operations.  With respect to project investments, the Manager locates potential projects, conducts due diligence, negotiates with operators and completes the transactions in which the investments are made.  The Manager performs, or arranges for the performance of, the management, advisory and administrative services required for Fund operations.  Such services include, without limitation, the administration of shareholder accounts, shareholder relations and the preparation, review and dissemination of tax and other financial information.  In addition, the Manager provides office space, equipment and facilities and other services necessary for Fund operations.  The Manager also engages and manages the contractual relations with unaffiliated custodians, depositories, accountants, attorneys, broker-dealers, corporate fiduciaries, insurers, banks and others as required.  See Notes 2, 6 and 8.





2.
Summary of Significant Accounting Policies





Basis of Presentation


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





Use of Estimates


The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expense during the reporting period. On an ongoing basis, the Manager reviews its estimates, including those related to property balances, determination of proved reserves, impairments and asset retirement obligations.  Actual results may differ from those estimates.




Cash and Cash Equivalents


All highly liquid investments with maturities when purchased of three months or less are considered cash and cash equivalents. At times, deposits may be in excess of federally insured limits.  Federally insured limits of the Fund’s deposits are $250 thousand per insured financial institution.  At June 30, 2010, the Fund’s bank balances exceeded federally insured limits by $0.5 million, of which $0.3 million was invested in money market accounts that invest solely in U.S. Treasury bills and notes.




4
 Table of Contents




Salvage Fund


The Fund deposits in a separate interest-bearing account, or salvage fund, money to provide for the dismantling and removal of production platforms and facilities and plugging and abandoning its wells at the end of their useful lives, in accordance with applicable federal and state laws and regulations.  At June 30, 2010, the Fund had investments in U.S. Treasury securities within its salvage fund of $0.7 million, $0.2 million and $1.1 million which mature in November 2010, December 2010 and February 2012, respectively, that are classified as held-to-maturity investments.  Held-to-maturity investments are those securities that the Fund has the ability and intent to hold until maturity, and are recorded at cost plus accrued income, adjusted for the amortization of premiums and discounts, which approximates fair value.   Interest earned on the account will become part of the salvage fund.  There are no restrictions on withdrawals from the salvage fund.





Oil and Gas Properties


The Fund invests in oil and gas properties, which are operated by unaffiliated entities that are responsible for drilling, administering and producing activities pursuant to the terms of the applicable operating agreements with working interest owners.  The Fund's portion of exploration, drilling, operating and capital equipment expenditures is billed by operators.





The successful efforts method of accounting for oil and gas producing activities is followed. Acquisition costs are capitalized when incurred.  Other oil and gas exploration costs, excluding the costs of drilling exploratory wells, are charged to expense as incurred.  The costs of drilling exploratory wells are capitalized pending the determination of whether the wells have discovered proved commercial reserves.  If proved commercial reserves have not been found, exploratory drilling costs are expensed to dry-hole expense.  Costs to develop proved reserves, including the costs of all development wells and related facilities and equipment used in the production of oil and gas, are capitalized.  Expenditures for ongoing repairs and maintenance of producing properties are expensed as incurred.





Upon the sale or retirement of a proved property, the cost and related accumulated depletion and amortization will be eliminated from the property accounts, and the resultant gain or loss is recognized.  Upon the sale or retirement of an unproved property, gain or loss on the sale is recognized.





Capitalized acquisition costs of producing oil and gas properties are depleted by the units-of-production method.





At June 30, 2010, there were no amounts recorded in due to operators that related to capital expenditures for oil and gas properties.  At December 31, 2009, amounts recorded in due to operators of $0.8 million related to capital expenditures for oil and gas properties.





Advances to Operators for Working Interests and Expenditures


The Fund’s acquisition of a working interest in a well or a project requires it to make a payment to the seller for the Fund’s rights, title and interest.  The Fund may be required to advance its share of estimated cash expenditures for the succeeding month’s operation.  The Fund accounts for such payments as advances to operators for working interests and expenditures.  As drilling costs are incurred, the advances are reclassified to unproved properties.




Asset Retirement Obligations


For oil and gas properties, there are obligations to perform removal and remediation activities when the properties are retired.  When a project reaches drilling depth and is determined to be either proved or dry, an asset retirement obligation is incurred.  Plug and abandonment costs associated with unsuccessful projects are expensed as dry-hole costs.  As indicated above, the Fund maintains a salvage fund to provide for the funding of future asset retirement obligations.





Syndication Costs


Syndication costs are direct costs incurred by the Fund in connection with the offering of the Fund’s shares including professional fees, selling expenses and administrative costs payable to the Manager, an affiliate of the Manager and unaffiliated broker-dealers, which are reflected on the Fund’s balance sheet as a reduction of shareholders’ capital.





Revenue Recognition and Imbalances


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




5
 Table of Contents




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




Impairment of Long-Lived Assets


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





During the three months ended June 30, 2009, the Fund recorded an impairment of $0.1 million related to Eugene Island 337.  During the six months ended June 30, 2009, the Fund recorded impairments totaling $0.6 million related to Eugene Island 337, Vermilion 344 and West Cameron 77.  The impairments to Eugene Island 337 and Vermilion 344 were a result of lower oil and gas commodity prices.  The impairment to West Cameron 77 was the result of additional asset retirement obligations.  The fair value of Eugene Island 337 and Vermilion 344 was determined based on level 3 inputs, which include projected income from proved and probable reserves utilizing forward price curves, net of anticipated costs, discounted.  The Fund did not record any impairments to its oil and gas properties during the three and six months ended June 30, 2010.





Depletion and Amortization


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





Income Taxes


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





Income and Expense Allocation


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





3.
Recent Accounting Standards





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





6
 Table of Contents





4.
Oil and Gas Properties




Leasehold acquisition and exploratory drilling costs are capitalized pending determination of whether the well has found proved reserves.  Unproved properties are assessed on a quarterly basis by evaluating and monitoring if sufficient progress is made on assessing the reserves.  At June 30, 2010 and December 31, 2009, the Fund had no unproved properties.





On April 20, 2010 in the Gulf of Mexico, as reported in the press, an explosion and fire occurred on the Deepwater Horizon drilling rig, which was engaged related to a BP-operated project, with which the Fund has no affiliation.   As a result of the explosion and resultant oil spill, the U.S. government placed a six month moratorium on deepwater drilling operations in the Gulf of Mexico.  On June 22, 2010, a federal judge ruled against the U.S. government and lifted the moratorium and the 5th Circuit Court of Appeals recently affirmed the lower court’s ruling. However, as of the date of this filing, there have been no deepwater drilling permits issued by the Bureau of Ocean Management, Regulation and Enforcement (“BOE”) (formerly the Minerals Management Service). In compliance with the court’s ruling, the Secretary of the Interior re-issued the moratorium and ordered it in place until the end of November 2010.  As of the date of this filing, the Fund’s producing properties have not been impacted by the moratorium.





Capitalized exploratory well costs are expensed as dry-hole costs in the event that reserves are not found or are not in sufficient quantities to complete the well and develop the field.  At times, the Fund receives credits on certain wells from their respective operators upon review and audit of the wells’ costs.  The Fund had credits to dry-hole costs of $3 thousand for the three and six months ended June 30, 2010, which were included in operating expenses.  There were no dry-hole costs during the three and six months ended June 30, 2009.




5.
Distributions


Distributions to shareholders are allocated in proportion to the number of shares held.  The Manager determines whether available cash from operations, as defined in the LLC Agreement, will be distributed.  Effective July 1, 2009, the Manager elected to permanently waive its right to distributions of available cash from operations for the remaining life of the Fund.





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


6.
Related Parties


Effective October 1, 2007 and continuing for the remaining life of the Fund, the Manager elected to waive its management fee.  Upon the waiver of the management fee, the Fund began recording costs relating to services provided by the Manager for accounting and investor relations.  Such costs, totaling $20 thousand and $40 thousand for each of the three and six months ended June 30, 2010 and 2009, respectively, were included in general and administrative expenses.





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





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





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


7.
Fair Value Measurements





At June 30, 2010 and December 31, 2009, cash and cash equivalents, production receivable, salvage fund and accrued expenses approximate fair value.


7
 Table of Contents
  8.
Commitments and Contingencies


Capital Commitments


The Fund has entered into multiple agreements for the drilling and development of its investment properties. The estimated capital expenditures associated with these agreements vary depending on the stage of development on a property-by-property basis. The Fund has reached the end of its investment cycle.  At June 30, 2010, the Fund has commitments of $0.6 million that exceed, by $0.1 million, its current available working capital of $0.5 million.  Based upon its current reserve estimates, the Fund expects cash flow from operations to be sufficient to cover these deficiencies, as well as ongoing operations.  Reserve estimates are projections based on engineering data that cannot be measured with precision, require substantial judgment, and are subject to frequent revision.  In the event of a temporary production stoppage, causing the Fund’s wells to not produce cash flow from operations, the Fund may borrow from the Manager until such time that production is resumed.  At such time the Manager determines that the Fund is no longer capable of continuing to fund its operations, the Manager would elect to dissolve the Fund.





Environmental Considerations


The exploration for and development of oil and natural gas involves the extraction, production and transportation of materials which, under certain conditions, can be hazardous or cause environmental pollution problems.  The Manager and operators of the Fund’s properties are continually taking action they believe appropriate to satisfy applicable federal, state and local environmental regulations and do not currently anticipate that compliance with federal, state and local environmental regulations will have a material adverse effect upon capital expenditures, results of operations or the competitive position of the Fund in the oil and gas industry.  However, due to the significant public and governmental interest in environmental matters related to those activities, the Manager cannot predict the effects of possible future legislation, rule changes, or governmental or private claims.  At June 30, 2010 and December 31, 2009, there were no known environmental contingencies 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 that is not insured or not fully insured could have an adverse impact upon earnings and financial position.  Moreover, insurance is obtained as a package covering all of the funds managed by the Manager.  Claims made by other funds managed by the Manager can reduce or eliminate insurance for the Fund.


9.
Subsequent Events


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




8
 Table of Contents




ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Cautionary Statement Regarding Forward-Looking Statements





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





Critical Accounting Policies and Estimates





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





Overview of the Fund’s Business





The Fund is a Delaware limited liability company formed on August 2, 2004 to acquire interests in oil and gas properties located in the United States offshore waters of Texas, Louisiana and Alabama in the Gulf of Mexico. Ridgewood Energy Corporation (“Ridgewood Energy” or the “Manager”) a Delaware corporation, is the Manager. As the Manager, Ridgewood Energy has direct and exclusive control over the management of the Fund’s operations.  The Fund’s primary investment objective is to generate cash flow for distribution to its shareholders by generating returns across a portfolio of exploratory or development stage shallow water or deepwater projects.  However, the Fund is not required to make distributions to shareholders except as provided in the LLC Agreement.





The Manager performs certain duties on the Fund’s behalf including the ongoing management, administrative and advisory services associated with the Fund’s projects.  The Fund does not currently, nor is there any plan to operate any project in which the Fund participates. The Manager enters into operating agreements with third-party operators for the management of all exploration, development and producing operations, as appropriate.





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




9
 Table of Contents




Business Update


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




Total SpentWorking

through


Total EstimatedLease Block

Interest

6/30/2010


Budget

StatusProducing Properties



(in thousands)Whistler Project

20.0%

$
4,165


$
4,165

Production commenced January 2010.South Marsh Island 111

8.75%

$
2,405


$
2,668

Production commenced February 2009.  Recompletion efforts to access behind the pipe reserves are expected to commence in 2012 at an estimated cost of $0.3 million.West Delta 67

8.75%

$
1,149


$
1,190

Production commenced July 2008.  Recompletion activities were completed in July 2010 at a cost of $23 thousand.  An additional recompletion is currently scheduled for 2011 at an estimated cost of $18 thousand.West Delta 68

8.75%

$
1,813


$
2,128

Production commenced July 2008.  Recompletion activities were completed in July 2010 at a cost of $25 thousand.  An additional recompletion is currently scheduled for 2011 at an estimated cost of $0.3 million.





On April 20, 2010 in the Gulf of Mexico, as reported in the press, an explosion and fire occurred on the Deepwater Horizon drilling rig, which was engaged related to a BP-operated project, with which the Fund has no affiliation.  As a result of the explosion and resultant oil spill, the U.S. government placed a six month moratorium on deepwater drilling operations in the Gulf of Mexico.  On June 22, 2010, a federal judge ruled against the U.S. government and lifted the moratorium and the 5th Circuit Court of Appeals recently affirmed the lower court’s ruling. However, as of the date of this filing, there have been no deepwater drilling permits issued by the Bureau of Ocean Management, Regulation and Enforcement (“BOE”) (formerly the Minerals Management Service). In compliance with the court’s ruling, the Secretary of the Interior re-issued the moratorium and ordered it in place until the end of November 2010.  As of the date of this filing, the Fund’s producing properties have not been impacted by the moratorium.  The extent to which these recent events may impact the Fund’s future results is uncertain.  The Fund cannot predict how federal and state authorities will further respond to the incident or whether additional changes in laws and regulations governing oil and gas operations in the Gulf of Mexico will result.  Such changes, if any, may impact the way the Fund conducts business and may increase the Fund’s cost of doing business.  A prolonged interruption may adversely impact the Fund’s financial position, results of operations and cash flows.





Results of Operations





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




Three months ended June 30,


Six months ended June 30,2010


2009


2010


2009(in thousands)RevenueOil and gas revenue

$
760


$
567


$
1,595


$
1,331ExpensesDepletion and amortization


604



798



1,312



1,829Impairment of proved properties


-



64



-



611Operating expenses


129



143



254



237General and administrative expenses


68



86



132



165Total expenses


801



1,091



1,698



2,842Loss from operations


(41
)


(524
)


(103
)


(1,511
)Other incomeInterest income


7



7



15



15Net loss

$
(34
)

$
(517
)

$
(88
)

$
(1,496
)




10
 Table of Contents


Overview.During the three and six months ended June 30, 2010 and 2009, the Fund had four and six producing wells, respectively.  The Whistler Project commenced production in January 2010. Eugene Island 337, West Cameron 57 and Vermilion 344 were determined to be fully depleted at December 31, 2009.





During the three and six months ended June 30, 2010 and 2009,  the Fund’s revenue, depletion and amortization and lease operating expense were affected by the timing of the onset of production and depletion of the Fund’s wells and by the impact of temporary shut-ins.  During the three and six months ended June 30, 2010, West Delta 67 and West Delta 68 each underwent recompletions, resulting in temporary shut-ins through July 2010.





Oil and Gas Revenue.Oil and gas revenue for the three months ended June 30, 2010 was $0.8 million, a $0.2 million increase from the three months ended June 30, 2009.  The increase is attributable to an increase in sales volumes totaling $0.1 million coupled with the impact of increased average prices totaling $0.1 million.





Oil sales volumes were 1 thousand barrels and 2 thousand barrels for the three months ended June 30, 2010 and 2009, respectively.  The Fund’s oil prices averaged $77 per barrel and $58 per barrel during the three months ended June 30, 2010 and 2009, respectively.





Gas sales volumes were 150 thousand mcf and 121 thousand mcf for the three months ended June 30, 2010 and 2009, respectively.  The Fund’s gas prices averaged $4.21 per mcf and $3.64 per mcf during the three months ended June 30, 2010 and 2009, respectively.





Oil and gas revenue for the six months ended June 30, 2010 was $1.6 million, a $0.3 million increase from the six months ended June 30, 2009.  The increase is attributable to an increase in sales volumes totaling $0.1 million coupled with the impact of increased average prices totaling $0.1 million.





Oil sales volumes were 1 thousand barrels and 4 thousand barrels for the six months ended June 30, 2010 and 2009, respectively.  The Fund’s oil prices averaged $77 per barrel and $49 per barrel during the six months ended June 30, 2010 and 2009, respectively.





Gas sales volumes were 298 thousand mcf and 265 thousand mcf for the six months ended June 30, 2010 and 2009, respectively.  The Fund’s gas prices averaged $4.46 per mcf and $4.06 per mcf during the six months ended June 30, 2010 and 2009, respectively.





The decrease in oil volumes was primarily attributable to decreased production rates for the Fund’s wells due to natural declines in production, decreases related to fully depleted wells, and decreases for West Delta 67 and West Delta 68, which were temporarily shut-in while undergoing recompletions.   See “Overview” above for additional information.





The increase in gas volumes was primarily attributable to the onset of production of the Whistler Project in January 2010, partially offset by decreased production rates for the Fund’s wells due to natural declines in production, as well as decreases related to fully depleted wells.  See “Overview” above for additional information.





Depletion and Amortization.  Depletion and amortization for the three and six months ended June 30, 2010 was $0.6 million and $1.3 million, respectively, a decrease of $0.2 million and $0.5 million from the three and six months ended June 30, 2009, respectively.  The decrease in the three month period resulted from a decrease in average depletion rates totaling $0.3 million, partially offset by the increase in production volumes totaling $0.1 million.  The decrease in the six month period resulted primarily from a decrease in average depletion rates totaling $0.5 million.  The decrease in depletion rates was primarily the result of the composite of productive wells.





Impairment of Proved Properties.During the three months ended June 30, 2009, the Fund recorded an impairment of $0.1 million related to Eugene Island 337.  During the six months ended June 30, 2009, the Fund recorded impairments totaling $0.6 million related to Eugene Island 337, Vermilion 344 and West Cameron 77.  The impairments to Eugene Island 337 and Vermilion 344 were a result of lower oil and gas commodity prices.  The impairment to West Cameron 77 was the result of additional asset retirement obligations. The Fund did not record any impairments to proved properties during the three and six months ended June 30, 2010.




11
 Table of Contents




Operating Expenses.  Operating expenses include the costs of operating and maintaining wells and related facilities, accretion expense, and dry-hole costs as detailed in the following table.




Three months ended June 30,


Six months ended June 30,2010


2009


2010


2009(in thousands)Lease operating expense

$
128


$
119


$
249


$
208Accretion expense


4



5



8



10Dry-hole costs


(3
)


-



(3
)


-Workover expense


-



19



-



19$
129


$
143


$
254


$
237




Lease operating expense related to the Fund’s producing properties during each period as outlined above in “Overview”.  For the three months ended June 30, 2010 and 2009, the average production cost was $0.75 per mcfe and $0.86 per mcfe, respectively.  For the six months ended June 30, 2010 and 2009, the average production cost was $0.74 per mcfe and $0.69 per mcfe, respectively.  Accretion expense is related to the asset retirement obligations established for the Fund’s proved properties.  Dry-hole costs are those costs incurred to drill and develop a well that is ultimately found to be incapable of producing either oil or natural gas in sufficient quantities to justify completion of the well.  At times, the Fund receives credits on certain wells from their respective operators upon review and audit of the wells’ costs.  Workover expenses represent costs to restore or stimulate production of existing reserves of a proved property.  Workover expenses during the three and six months ended June 30, 2009 were attributable to West Delta 67.





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




Three months ended June 30,


Six months ended June 30,2010


2009


2010


2009(in thousands)Accounting fees

$
36


$
40


$
66


$
74Management reimbursement and other


20



20



41



42Insurance expense


12



26



25



49$
68


$
86


$
132


$
165


Accounting fees represent audit and tax preparation fees, quarterly reviews and filing fees incurred by the Fund.  Management reimbursement and other expenses relate primarily to reimbursements for various administrative costs incurred on the Fund’s behalf.  Insurance expense represents premiums related to producing well and control of well insurance, which varies dependent upon the number of wells producing or drilling, and directors’ and officers’ liability insurance.





Interest Income.Interest income is comprised of interest earned on money market accounts and investments in U.S. Treasury securities.  Interest income for each of the three and six months ended June 30, 2010 and 2009 was $7 thousand and $15 thousand, respectively.





Capital Resources and Liquidity





Operating Cash Flows


Cash flows provided by operating activities for the six months ended June 30, 2010 were $1.0 million, primarily related to revenue received of $1.3 million, partially offset by operating expenses paid of $0.2 million and general and administrative expenses paid of $0.1 million.





Cash flows provided by operating activities for the six months ended June 30, 2009 were $0.9 million, primarily related to revenue received of $1.2 million and favorable working capital of $0.1 million, partially offset by operating expenses of $0.2 million and general and administrative expenses of $0.2 million.





Investing Cash Flows


Cash flows used in investing activities for the six months ended June 30, 2010 were $1.2 million, primarily related to capital expenditures for oil and gas properties, inclusive of advances.




12
 Table of Contents




Cash flows used in investing activities for the six months ended June 30, 2009 were $2.7 million, related to capital expenditures for oil and gas properties of $2.2 million, inclusive of advances, and investments in the salvage fund of $0.4 million.





Financing Cash Flows


Cash flows used in financing activities for the six months ended June 30, 2010 were $0.3 million, related to shareholder distributions.





Cash flows used in financing activities for the six months ended June 30, 2009 were $0.7 million, related to manager and shareholder distributions.





Estimated Capital Expenditures





The Fund has entered into multiple agreements for the drilling and development of its investment properties.  The estimated expenditures associated with these agreements can vary depending on the stage of development on a property-by-property basis.  As of June 30, 2010, the Fund had committed to spend an additional $0.6 million relating to its investment properties, of which $23 thousand is expected to be incurred during the next twelve months.  The Fund does not expect to participate in any additional investment properties.





Capital expenditures for investment properties were funded with the capital raised by the Fund in its private placement offering, which is all the capital it will obtain.  The number of projects in which the Fund can invest was limited and each unsuccessful project the Fund experienced reduced its ability to generate revenue and exhausted its capital.





Liquidity Needs





The Fund’s primary short-term liquidity needs are to fund its operations, inclusive of expenditures for its investment properties.  Operations are funded utilizing operating income, existing cash on-hand and income earned therefrom.  The Fund has reached the end of its investment cycle.  At June 30, 2010, the Fund has commitments of $0.6 million that exceed, by $0.1 million, its current available working capital of $0.5 million.  Based upon its current reserve estimates, the Fund expects cash flow from operations to be sufficient to cover these deficiencies, as well as ongoing operations.  Reserve estimates are projections based on engineering data that cannot be measured with precision, require substantial judgment, and are subject to frequent revision.  In the event of a temporary production stoppage, causing the Fund’s wells to not produce cash flow from operations, the Fund may borrow from the Manager until such time that production is resumed.  At such time the Manager determines that the Fund is no longer capable of continuing to fund its operations, the Manager would elect to dissolve the Fund.





Distributions, if any, are funded from available cash from operations, as defined in the LLC Agreement, and the frequency and amount are within the Manager’s discretion.  Effective July 1, 2009, the Manager elected to permanently waive its right to distributions of available cash from operations for the remaining life of the Fund.  During the third quarter 2009, the Manager suspended Fund distributions to shareholders, which resumed in May 2010.  The Manager continues to evaluate the Fund’s ability to make distributions on a month-to-month basis.





Off-Balance Sheet Arrangements





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





Contractual Obligations





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





13
 Table of Contents




Recent Accounting Pronouncements





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





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not required.





ITEM 4.  CONTROLS AND PROCEDURES





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





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








PART II -OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS




On August 16, 2006, the Manager of the Fund filed a lawsuit against the former independent registered public accounting firm for the Fund, Perelson Weiner, LLP, (“Perelson”) in New Jersey Superior Court, captioned Ridgewood Energy Corporation v. Perelson Weiner, LLP, Docket No. L-6092-06.  The suit alleged professional malpractice and breach of contract in connection with audit and accounting services performed for the Fund by Perelson. Thereafter, Perelson filed a counterclaim against the Manager on October 20, 2006, alleging breach of contract due to unpaid invoices in the amount of $326,554. During May 2010, a settlement was reached by the parties at no cost to the Fund.  Legal costs related to this claim were borne by the Manager.




ITEM 1A. RISK FACTORS





Not required.





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





None.





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES





None.





ITEM 4. (REMOVED AND RESERVED)





ITEM 5. OTHER INFORMATION





None.




14
 Table of Contents




ITEM 6. EXHIBITS




ExhibitNumber

Title of Exhibit

Method of Filing31.1

Certification of Robert E. Swanson, Chief Executive Officer of the Fund, pursuant to Exchange Act Rule 13a-14(a)

Filed herewith31.2

Certification of Kathleen P. McSherry, Chief Financial Officer of the Fund, pursuant to Exchange Act Rule 13a-14(a)

Filed herewith32

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Robert E. Swanson, Chief Executive Officer of the Fund and Kathleen P. McSherry, Chief Financial Officer of the Fund

Filed herewith














15
 Table of Contents


SIGNATURES





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





RIDGEWOOD ENERGY M FUND, LLCDated:
August 10, 2010
By:
/s/


ROBERT E. SWANSONName:


Robert E. SwansonTitle:


Chief Executive Officer(Principal Executive Officer)Dated:
August 10, 2010
By:
/s/


KATHLEEN P. MCSHERRYName:


Kathleen P. McSherryTitle:


Executive Vice President and Chief Financial Officer(Principal Financial Officer)