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, 2009


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. 000-53584





RIDGEWOOD ENERGY Y FUND, LLC


(Exact name of registrant as specified in its charter)





Delaware
(State or other jurisdiction of
incorporation or organization)

26-2417032
(I.R.S. Employer
Identification No.)





947 Linwood Avenue, Ridgewood, NJ  07450


(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 xNo 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 o      No o





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




Large accelerated filer
o

Accelerated filer
oNon-accelerated filer
o
(Do not check if a smaller reporting company)
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 oNo x





There is no market for the shares. As of July 21, 2009 there are 492.3709 shares outstanding.












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

2Unaudited Condensed Balance Sheets as of June 30, 2009 and December 31, 2008

2Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2009, for the three months ended June 30, 2008 and for the period March 25, 2008 (Inception) through June 30, 2008

3Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2009 and for the period March 25, 2008 (Inception) through June 30, 2008

4Notes to Unaudited Condensed Financial Statements

5Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations

11Item 3.
Quantitative and Qualitative Disclosures about Market Risk

15Item 4.
Controls and Procedures

15PART II - OTHER INFORMATIONItem 1.
Legal Proceedings

15Item 1A.
Risk Factors

15Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

15Item 3.
Defaults Upon Senior Securities

15Item 4.
Submission of Matters to a Vote of Security Holders

15Item 5.
Other Information

15Item 6.
Exhibits

16SIGNATURES

17










1
 Table of Contents




PART I - FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSRIDGEWOOD ENERGY Y FUND, LLCUNAUDITED CONDENSED BALANCE SHEETS(in thousands, except share data)June 30, 2009


December 31, 2008ASSETSCurrent assets:Cash and cash equivalents

$
27,147


$
15,075Short-term investments in marketable securities


25,003



50,063Production receivable


172



-Other current assets


109



227Total current assets


52,431



65,365Salvage fund


1,045



1,032Oil and gas properties:Advances to operators for working interests and expenditures


-



4,456Unproved properties


3,804



4,923Proved properties


6,207



-Less: accumulated depletion and amortization


(149
)


-Total oil and gas properties


9,862



9,379Total assets

$
63,338


$
75,776LIABILITIES AND MEMBERS' CAPITALCurrent liabilities:Due to operators

$
1,872


$
2,415Accrued expenses


115



105Total current liabilities


1,987



2,520Asset retirement obligations


115



-Total liabilities


2,102



2,520Commitments and contingencies (Note 8)Members' capital:Manager:Accumulated deficit


(611
)


(298
)Manager's total


(611
)


(298
)Shareholders:Capital contributions (500 shares authorized;492.3709 issued and outstanding)


97,818



97,818Syndication costs


(11,668
)


(11,668
)Accumulated deficit


(24,303
)


(12,596
)Shareholders' total


61,847



73,554Total members' capital


61,236



73,256Total liabilities and members' capital

$
63,338


$
75,776




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




2
 Table of Contents





RIDGEWOOD ENERGY Y FUND, LLCUNAUDITED CONDENSED STATEMENTS OF OPERATIONS(in thousands, except per share data)For the periodMarch 25, 2008Three months ended June 30,


Six months ended


(Inception) through2009


2008


June 30, 2009


June 30, 2008RevenueOil and gas revenue

$
172


$
-


$
172


$
-ExpensesDepletion and amortization


149



-



149



-Dry-hole costs


2,333



-



10,611



-Investment fees to affiliate (Note 6)


-



2,619



-



2,619Management fees to affiliate (Note 6)


564



130



1,129



130Operating expenses


9



-



12



-General and administrative expenses


105



37



457



37Total expenses


3,160



2,786



12,358



2,786Loss from operations


(2,988
)


(2,786
)


(12,186
)


(2,786
)Other incomeInterest income


55



10



166



10Net loss

$
(2,933
)

$
(2,776
)

$
(12,020
)

$
(2,776
)Manager InterestNet loss

$
(98
)

$
(24
)

$
(313
)

$
(24
)Shareholder InterestNet loss

$
(2,835
)

$
(2,752
)

$
(11,707
)

$
(2,752
)Net loss per share

$
(5,758
)

$
(5,589
)

$
(23,777
)

$
(5,589
)
 The accompanying notes are an integral part of these unaudited condensed financial statements.




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RIDGEWOOD ENERGY Y FUND, LLCUNAUDITED CONDENSED STATEMENTS OF CASH FLOWS(in thousands)For the periodMarch 25, 2008Six months ended


(Inception) throughJune 30, 2009


June 30, 2008Cash flows from operating activitiesNet loss

$
(12,020
)

$
(2,776
)Adjustments to reconcile net loss to net cashused in operating activities:Depletion and amortization


149



-Dry-hole costs


10,611



-Accretion expense


1



-Interest earned on marketable securities


(152
)


-Changes in assets and liabilities:Increase in production receivable


(172
)


-Decrease (increase) in other current assets


113



(10
)Increase in due to operators


11



-Increase in accrued expenses


27



31(Decrease) increase in due to affiliates


(5
)


1,982Net cash used in operating activities


(1,437
)


(773
)Cash flows from investing activitiesCapital expenditures for oil and gas properties


(11,678
)


-Investment in marketable securities


(24,998
)


-Proceeds from sale of held-to-maturity securities


50,210



-Interest reinvested in salvage fund


(13
)


-Net cash provided by investing activities


13,521



-Cash flows from financing activitiesContributions from shareholders


-



49,390Syndication costs paid


(12
)


(1,743
)Net cash (used in) provided by financing activities


(12
)


47,647Net increase in cash and cash equivalents


12,072



46,874Cash and cash equivalents, beginning of period


15,075



-Cash and cash equivalents, end of period

$
27,147


$
46,874Supplemental schedule of non-cash investing activitiesAdvances used for capital expenditures in oil and gas properties
reclassified to proved properties and dry-hole costs

$
4,456


$
-






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 Table of Contents





RIDGEWOOD ENERGY Y FUND, LLC


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS





1.   Organization and Purpose





The Ridgewood Energy Y Fund, LLC (the "Fund"), a Delaware limited liability company, was formed on March 25, 2008 and operates pursuant to a limited liability company agreement (the "LLC Agreement") dated as of May 1, 2008 by and among Ridgewood Energy Corporation (the "Manager"), and the shareholders of the Fund. The Fund was organized
to acquire interests in oil and natural gas properties located in the United States offshore waters of Texas, Louisiana and Alabama in the Gulf of Mexico.  Although the date of formation is March 25, 2008, the Fund did not begin business activities until May 1, 2008 when it began its private offering of shares. In June 2009, the Fund began earning revenue and as a result was determined by the Manager to no longer be an exploratory stage enterprise.





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 appropriate due diligence and negotiates and completes the transactions in which the investments are made. The Manager performs, or arranges for the performance
of, the management, advisory and administrative services required for Fund operations. Such services include, without limitation, the administration of shareholder accounts, shareholder relations and the preparation, review and dissemination of tax and other financial information.  In addition, the Manager provides office space, equipment and facilities and other services necessary for Fund operations.  The Manager also engages and manages the contractual relations with unaffiliated custodians,
depositories, accountants, attorneys, broker-dealers, corporate fiduciaries, insurers, banks and others as required.  See Notes 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, 2008 financial statements and notes thereto included in the Fund’s Registration Statement on Form 10 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 conformity 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, bank deposits may be in excess of federally insured limits.  At June 30, 2009 bank balances exceeded federally insured limits by $6.7 million, of which $6.5 million was invested in
money market accounts that invest solely in U.S. Treasury bills and notes.  Effective October 2008 through December 31, 2013, federally insured limits have been increased from $0.1 million to $0.25 million for interest bearing deposits.  Additionally, non-interest bearing deposits are fully insured during this period.





Investments in Marketable Securities


At times, the Fund may invest in U.S. Treasury bills and notes.  These investments are considered short-term when their maturities are one year or less, and long-term when their maturities are greater than one year.  At June 30, 2009 and December 31, 2008, the Fund had short-term held-to-maturity investments totaling
$25.0 million and $50.1 million, respectively. 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.  The short-term held-to-maturity investment held at June 30, 2009 matures in December 2009.




5
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For all investments, interest income is accrued as earned and amortization of premium or discount, if any, is included in interest income.





Salvage Fund


The Fund deposits in a separate interest-bearing account, or a 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, 2009, the
Fund had a held-to-maturity investment within its salvage fund totaling $1.0 million, which matures in August 2013.





Interest earned on the account will become part of the salvage fund.  There are no legal restrictions on withdrawals from the salvage fund.





Oil and 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.  The Manager does not
currently intend to sell any of the Fund’s property interests.





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





At June 30, 2009 and December 31, 2008, amounts recorded in due to operators totaling $1.9 million and $2.4 million, respectively, related to capital expenditures for oil and gas properties.





Advances to Operators for Working Interests and Expenditures


The Fund’s acquisition of a working interest in a well or a project requires it to make a payment to the seller for the Fund’s rights, title and interest.  The Fund may be required to advance its share of estimated cash expenditures for the succeeding month’s operation.  The Fund accounts for such payments as
advances to operators for working interests and expenditures.  As drilling costs are incurred, the advances are reclassified to unproved 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.  The following table presents changes in asset retirement obligations for the six months ended June 30, 2009.  At December 31, 2008 the Fund had not incurred any asset retirement obligations.




June 30, 2009(in thousands)Balance - Beginning of period

$
-Liabilities incurred


114Liabilities settled


-Accretion expense


1Balance - End of period

$
115
  6
 Table of Contents





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.





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 under-produced 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 end of each
period. 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. Different pricing assumptions, reserve estimates or discount rates could result in a different calculated impairment. The Fund provides for impairments on unproved properties when it determines that the property will not be developed or a permanent impairment in value
has occurred. Given the volatility of oil and gas prices, it is reasonably possible that the Fund’s estimate of discounted future net cash flows from proved oil and gas reserves could change in the near term. If oil and gas prices decline significantly, even if only for a short period of time, it is possible that write-downs of oil and gas properties could occur.





Depletion and Amortization


Depletion and amortization of the cost of proved oil and gas properties are calculated using the units-of-production method.  Proved developed reserves are used as the base for depleting capitalized costs associated with successful exploratory well costs.  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.  The Fund began production in June 2009.





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 June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards CodificationTMand
the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162” (“SFAS 168”), which establishes the FASB Accounting Standards CodificationTM as the source of GAAP to be applied to nongovernmental agencies.  SFAS 168 explicitly recognizes rules and interpretive releases of the SEC under authority of federal securities laws as authoritative GAAP for SEC registrants.
SFAS 168 will become effective for interim or annual periods ending after September 15, 2009.  SFAS 168 will not have a material impact on the Fund’s financial statements.





In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which sets forth general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 was adopted effective for
the second quarter of 2009 and did not have a material impact on the Fund’s financial statements.




7
 Table of Contents





In April 2009, the FASB issued FASB Staff Position No. SFAS 107-1 and APB No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”), which requires quarterly disclosure of information about the fair value of financial instruments within the scope of SFAS
No. 107, “Disclosures about Fair Value of Financial Instruments.” FSP FAS 107-1 and APB 28-1 was adopted effective for the second quarter of 2009 and did not have a material impact on the Fund’s financial statements.





In April 2009, the FASB issued FASB Staff Position No. FAS 115-2 and 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”(“FSP FAS 115-2 and 124-2”). FSP FAS 115-2 and 124-2 amends the other-than-temporary impairment
guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. FSP FAS 115-2 and 124-2 does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. FSP FAS 115-2 and 124-2 does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after
initial adoption, FSP FAS 115-2 and 124-2 requires comparative disclosures only for periods ending after initial adoption. FSP FAS 115-2 and 124-2 was adopted effective for the second quarter of 2009 and did not have a material impact on the Fund’s financial statements.





In December 2008, the SEC issued Release No. 33-8995, “Modernization of Oil and Gas Reporting,” amending oil and gas reporting requirements under Rule 4-10 of Regulation S-X and Industry Guide 2 in Regulation S-K.  The new requirements provide for consideration of new technologies in evaluating reserves,
allow companies to disclose their probable and possible reserves to investors, report oil and gas reserves using an average price based on the prior 12-month period rather than year-end prices, and revise the disclosure requirements for oil and gas operations.  The final rules are effective for fiscal years ending on or after December 31, 2009.





In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (“SFAS 157”), which applies under most other accounting pronouncements that require or permit fair value measurements. SFAS 157 provides a common definition of fair value as the price that would be received to sell an asset or paid to transfer
a liability in a transaction between market participants. SFAS 157 also provides guidance on the methods used to measure fair value and requires expanded disclosures related to fair value measurements.  In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157” (“SFAS 157-2”).  SFAS 157-2 delayed the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized
or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Fund adopted SFAS 157 for financial assets and financial liabilities effective January 1, 2008 and for non-financial assets and non-financial liabilities effective January 1, 2009, which includes applying the provisions of SFAS 157 to (i) other non-financial assets measured at fair value in conjunction with impairment assessments; and (ii) asset retirement obligations initially measured at fair value. The adoption
did not have a material impact on the Fund’s balance sheet, statement of operations, or statement of cash flows.





4.   Unproved Properties - Capitalized Exploratory Well Costs





Leasehold acquisition and exploratory drilling costs are capitalized pending determination of whether the well has found proved reserves.  Unproved properties are assessed on a quarterly basis by evaluating and monitoring if sufficient progress is made on assessing the reserves.  At June 30, 2009, the Fund had no capitalized exploratory
well costs in excess of one year. The following table reflects the net changes in unproved properties for the six months ended June 30, 2009 and for the period March 25, 2008 (Inception) through December 31, 2008.





June 30, 2009


December 31, 2008(in thousands)Balance, beginning of period

$
4,923


$
-Additions to capitalized exploratory well costspending the determination of proved reserves


5,198



4,923Reclassifications to proved properties based onthe determination of proved reserves


(5,087
)


-Capitalized exploratory well costs charged todry-hole costs


(1,230
)


-Balance, end of period

$
3,804


$
4,923
 
 8
 Table of Contents





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.  Dry-hole costs incurred during the three and six months ended June 30, 2009 were $2.3 million and $10.6 million, respectively, related to the
Neptune and Bison projects. The Neptune and Bison projects were determined to be unsuccessful, or dry holes, in May 2009 and January 2009, respectively. There were no dry-hole costs incurred during the three months ended June 30, 2008 and for the period March 25, 2008 (Inception) through June 30, 2008.





5.   Distributions





Distributions to shareholders are allocated in proportion to the number of shares held.  Certain shares have early investment incentive and advance distribution rights, as defined in the LLC Agreement, which range from approximately $3 thousand to $16 thousand per share. There have been no distributions paid by the Fund since
inception.





The Manager determines whether available cash from operations, as defined in the LLC Agreement, is to be distributed.  Such distributions are allocated 85% to the shareholders and 15% to the Manager, as required by the LLC Agreement.





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





6.   Related Parties





In 2008, the Fund incurred a one-time investment fee of approximately 4.5% of initial capital contributions, or $4.4 million, payable to the Manager.  Fees are payable for services of investigating and evaluating investment opportunities and effecting transactions and are expensed as incurred.  There were no investment
fees incurred during the three and six months ended June 30, 2009. At December 31, 2008, investment fees totaling $5 thousand were payable to the Manager, which are included in accrued expenses.  There were no such amounts outstanding at June 30, 2009.





In 2008, the Fund incurred an offering fee, payable to the Manager, totaling $3.4 million, which approximated 3.5% of capital contributions directly related to the offer and sale of shares.  Such offering fee was included in syndication costs of $11.7 million.  At December 31, 2008, offering fees totaling $3 thousand
were payable to the Manager, which are included in accrued expenses.  There were no such amounts outstanding at June 30, 2009.





In 2008, Ridgewood Securities Corporation, a registered broker-dealer affiliated with the Manager, was paid commissions and placement fees for shares sold of the Fund of $0.1 million and $1.0 million, respectively, which are reflected in syndication costs, of this amount $1 thousand was payable at December 31, 2008, which are included in
accrued expenses. There were no such amounts outstanding at June 30, 2009.





The LLC Agreement provides that the Manager render management, administrative and advisory services.  For such services, the Manager is paid an annual management fee, payable monthly, of 2.5% of total capital contributions, net of cumulative dry-hole and related well costs incurred by the Fund.  Management fees for the
three and six months ended June 30, 2009 were $0.6 million and $1.1 million, respectively. Management fees for the three months ended June 30, 2008 and the period March 25, 2008 (Inception) through June 30, 2008 were $0.1 million.





At times, short-term payables and receivables, which do not bear interest, arise from transactions with affiliates in the ordinary course of business. At June 30, 2009 and December 31, 2008, there were no such amounts payable or receivable.





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 of Financial Instruments





At June 30, 2009 and December 31, 2008, the carrying value of cash and cash equivalents, short-term investments in marketable securities, production receivable, salvage fund and accrued expenses approximate fair value.




9
 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.  As of June 30, 2009, the Fund had committed to spend an additional $13.2 million
related to its investment properties.





Environmental Considerations


The exploration for and development of oil and natural gas involves the extraction, production and transportation of materials which, under certain conditions, can be hazardous or cause environmental pollution problems.  The Manager and 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, 2009 and December 31, 2008, 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 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 can reduce or eliminate insurance for the Fund.










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 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 Y 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 based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “plan,” “target,” “pursue,” “may,” “will likely result,” and similar expressions.  Examples of such 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.  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 Registration Statement
on Form 10 filed on February 17, 2009.





Overview of the Fund’s Business





The Fund is a Delaware limited liability company formed on March 25, 2008 to acquire interests in oil and natural gas properties located in the United States offshore waters of Texas, Louisiana and Alabama in the Gulf of Mexico.  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 for distribution to its shareholders through the acquisition of “working interests” in the exploration, production and sale of oil and natural gas.





The Manager performs certain duties on the Fund’s behalf including the evaluation of potential projects for investment and ongoing management, administrative and advisory services associated with these projects. For these services, the Manager receives an annual management fee equal to 2.5% of capital contributions, net of cumulative
dry-hole and related well costs incurred by the Fund, payable monthly.  The Fund does not currently, nor is there any plan to operate any project in which the Fund participates. The Manager enters into operating agreements with third-party operators for the management of all exploration, development and producing operations, as appropriate.  The Manager also participates in distributions.





Business Update





The Fund owns working interests and has participated in the drilling of six wells, one is expected to commence drilling in the third quarter 2009, one is currently drilling, one has been determined to be successful and three have been determined to be dry holes, of which, two were determined to be dry during 2009.





Future Project


Raven Project


In June 2009, the Fund acquired a 6.25% working interest in the Raven Project, an exploratory well.   The Raven Project is expected to begin drilling in August 2009 and results are expected during the fourth quarter 2009.  Through June 30, 2009, the Fund has spent $23 thousand related to this well, for which the
total estimated budget is $1.4 million.




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Currently Drilling


Ajax Project


In December 2008, the Fund acquired a 12.5% working interest in the Ajax Project, an exploratory well.  The Ajax Project began drilling in January 2009 and reached casing point in the second quarter 2009.  The operator and joint interest partners of the project are evaluating the commercial viability of completing the
Ajax Project and a decision is expected in the third quarter.  Through June 30, 2009, the Fund spent $3.8 million related to this property, for which the total estimated budget is $15.6 million.


Successful Project


Cobalt Project


In August 2008, the Fund acquired a 12.0% working interest in the Cobalt Project, an exploratory well.  The Cobalt Project was determined to be a commercial success in January 2009 and commenced production in June 2009.  The Fund has spent $6.1 million related to this well.





Dry Holes


Neptune Project


In July 2008, the Fund acquired a 20.0% working interest in the Neptune Project, an exploratory well.  The Neptune Project began drilling in January 2009 and was determined to be an unsuccessful well, or dry hole, in May 2009.  Dry-hole costs of $10.3 million were incurred during the six months ended June 30, 2009.





Bison Project


In November 2008, the Fund acquired a 8.0% working interest in the Bison Project, an exploratory well.  The project began drilling in December 2008 and was determined to be an unsuccessful well, or dry hole, in January 2009. Dry-hole costs related to this well totaled $0.9 million, of which $0.3 million were incurred during the
six months ended June 30, 2009.





Results of Operations





The following table summarizes the Fund’s results of operations for the three and six months ended June 30, 2009, for the three months ended June 30, 2008 and for the period March 25, 2008 (Inception) through June 30, 2008 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.  Although the date of formation is March 25, 2008, the Fund did not begin business activities until May 1, 2008, when it initiated its private offering of shares.





For the periodMarch 25, 2008Three months ended June 30,


Six months ended


(Inception) through2009


2008


June 30, 2009


June 30, 2008(in thousands)RevenueOil and gas revenue

$
172


$
-


$
172


$
-ExpensesDepletion and amortization


149



-



149



-Dry-hole costs


2,333



-



10,611



-Investment fees to affiliate


-



2,619



-



2,619Management fees to affiliate


564



130



1,129



130Operating expenses


9



-



12



-General and administrative expenses


105



37



457



37Total expenses


3,160



2,786



12,358



2,786Loss from operations


(2,988
)


(2,786
)


(12,186
)


(2,786
)Other incomeInterest income


55



10



166



10Net loss

$
(2,933
)

$
(2,776
)

$
(12,020
)

$
(2,776
)


Oil and Gas Revenue. Oil and gas revenue for each of the three and six months ended June 30, 2009 was $0.2 million related to the Cobalt Project, which commenced production in June 2009. Prior to June 2009, the Fund had no producing wells and therefore no operating
revenue. During the three and six months ended June 30, 2009, the Cobalt Project sold 458 barrels of oil at an average price of $68 per barrel and 38 thousand mcf of gas at an average price of $3.71 per mcf.




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Depletion and Amortization. Depletion and amortization for each of the three and six months ended June 30, 2009 was $0.1 million. The Cobalt Project began production in June 2009. Prior to that time, the Fund did not have production and therefore did not record
any depletion or amortization.





Dry-hole Costs.  Dry-hole costs are those costs incurred to drill and develop a well that is ultimately found to be incapable of producing either oil or natural gas in sufficient quantities to justify
completion of the well.   Dry-hole costs incurred during the three and six months ended June 30, 2009 were $2.3 million and $10.6 million, respectively, related to the Neptune and Bison projects. There were no dry-hole costs incurred during the three months ended June 30, 2008 and for the period March 25, 2008 (Inception) through June 30, 2008.


Investment Fees to Affiliate.  Investment fees for the three months ended June 30, 2008 and for the period March 25, 2008 (Inception) through June 30, 2008 were $2.6 million consisting of a one-time investment fee paid to the Manager for the service of
investigating and evaluating investment opportunities and effecting transactions.  There were no investment fees incurred by the Fund during the three months and six months ended June 30, 2009.





Management Fees to Affiliate.Management fees for the three and six months ended June 30, 2009 were $0.6 million and $1.1 million, respectively, representing 2.5% of the total capital contributions, net of cumulative dry-hole and related well costs incurred
by the Fund.  Management fees for the three months ended June 30, 2008 and the period March 25, 2008 (Inception) through June 30, 2008 were $0.1 million.  See additional discussion above in “Overview of the Fund’s Business”.





Operating Expenses.  Operating expenses for the three and six months ended June 30, 2009 were $9 thousand and $12 thousand, respectively, related to lease operating expenses for the onset of production of the Cobalt Project and accretion expense.  Operating
expenses consist of costs incurred to operate and maintain wells and related facilities, geological costs and accretion expense.  Accretion expense is related to the asset retirement obligations established for the Fund’s proved properties. There were no operating expenses incurred during the three and six months ended June 30, 2008.





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





For the periodMarch 25, 2008Three months ended June 30,


Six months ended


(Inception) through2009


2008


June 30, 2009


June 30, 2008(in thousands)Insurance expense

$
42


$
-


$
336


$
-Accounting fees


41



31



71



31Trust fees and other


22



6



50



6$
105


$
37


$
457


$
37


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 director’s and officers’ liability insurance.  Accounting fees represent annual audit and tax preparation fees, quarterly reviews and filing fees
incurred by the Fund.  Trust fees represent bank fees associated with the management of the Fund’s cash accounts.





Interest Income. Interest income is comprised of interest earned on money market accounts and investments in U.S. Treasury securities.  For the three months ended June 30, 2009, interest income was $55 thousand, a $45 thousand increase from the three months
ended June 30, 2008. Interest income for the six months ended June 30, 2009 was $0.2 million, an increase of $0.2 million from the period March 25, 2008 (Inception) through June 30, 2008. The increases for the three and six month periods were attributable to an increase in average outstanding balances earning interest due to the timing of the Fund’s private offering, which commenced  in May 2008 and closed in November 2008.




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Capital Resources and Liquidity





Operating Cash Flows


Cash flows used in operating activities for the six months ended June 30, 2009 were $1.4 million, primarily related to payments for management fees of $1.1 million and general and administrative expenses of $0.5 million, partially offset by favorable working capital of $0.1 million.





Cash flows used in operating activities for the period March 25, 2008 (Inception) through June 30, 2008 were $0.8 million, primarily related to payments for investment fees of $0.6 million and management fees of $0.1 million.





Investing Cash Flows


Cash flows provided by investing activities for the six months ended June 30, 2009 were $13.5 million primarily related to the maturity of an investment in U.S. treasury securities of $50.2 million, partially offset by investments in U.S. treasury securities of $25.0 million and capital expenditures for oil and gas properties of $11.7 million.
Additionally, the Fund increased its salvage fund investments by $13 thousand, which consisted of the interest earned on this account.





There were no cash flows from investing activities for the period March 25, 2008 (Inception) through June 30, 2008.





Financing Cash Flows


Cash flows used in financing activities for the six months ended June 30, 2009 were $12 thousand related to syndication costs paid.





Cash flows provided by financing activities for the period March 25, 2008 (Inception) through June 30, 2008 were $47.6 million related to $49.4 million of shareholder contributions received offset by payments of syndication costs totaling $1.7 million.





Estimated Capital Expenditures





The Fund has entered into multiple agreements for the drilling and development of its investment properties.  The estimated capital expenditures associated with these agreements can vary depending on the stage of development on a property-by-property basis.  As of June 30, 2009, the Fund had committed to spend an additional
$13.2 million related to its investment properties.





When the Manager makes a decision to participate in a particular project, it assumes that the well will be successful and allocates enough capital to budget for the completion of that well and the additional development wells and infrastructure anticipated.  If an exploratory well is deemed a dry hole or if it is un-economical,
the capital allocated to the completion of that well and to the development of additional wells is then reallocated to a new project or used to make additional investments.




Capital expenditures for investment properties are funded with the capital raised by the Fund in its private placement offering, which is more than likely, all the capital it will be able to obtain. The number of projects in which the Fund can invest will naturally be limited, and each unsuccessful project the Fund experiences will reduce
its ability to generate revenue and exhaust its capital. Typically, the Manager seeks an investment portfolio that combines high and low risk exploratory projects.





Liquidity Needs





The Fund’s primary short-term liquidity needs are to fund its operations, inclusive of management fees, and capital expenditures for its investment properties.  Operations are funded utilizing operating income, existing cash on-hand, short-term investments and income earned therefrom.





The Manager is entitled to receive an annual management fee from the Fund regardless of the Fund’s profitability in that year. Generally, all or a portion of the management fee is paid from operating income and interest income, although the management fee can be paid out of capital contributions; however, this is not the Fund’s
intent.





Distributions are funded from cash flow from operations, as defined in the Fund’s limited liability company agreement, and the frequency and amount are within the Manager’s discretion subject to available cash from operations, reserve requirements and the Fund’s operations.




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Off-Balance Sheet Arrangements





The Fund had no off-balance sheet arrangements as of June 30, 2009 and December 31, 2008 and does not anticipate the use of such arrangements in the future.





Contractual Obligations





The Fund enters into operating agreements with operators.  On behalf of the Fund, an operator enters into various contractual commitments pertaining to exploration, development and production activities.  The Fund does not negotiate any such contracts.  No contractual obligations exist at June 30, 2009 and
December 31, 2008 other than those discussed in “Estimated Capital Expenditures” above.





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 Exchange Act Rules 13a-15 and 15d-15, the Fund carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Fund’s disclosure controls and procedures 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, 2009.




There has been no change in the Fund’s internal control over financial reporting that occurred during the three months ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.




PART II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





None.





ITEM 1A. RISK FACTORS





Not required.





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





None.





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES





None.





ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None.





ITEM 5. OTHER INFORMATION





None.




15
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ITEM 6. EXHIBITS






EXHIBITNUMBER

TITLE OF EXHIBIT

METHOD OF FILING31.1

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

Filed herewith31.2

Certification of Kathleen P. McSherry, Chief Financial Officer of the Fund, pursuant to Securities 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






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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.





Dated:
July 21, 2009



RIDGEWOOD ENERGY Y FUND, LLCBy:
/s/

ROBERT E. SWANSONName:

Robert E. SwansonTitle:

Chief Executive Officer(Principal Executive Officer)Dated:
July ­­21, 2009By:
/s/

KATHLEEN P. MCSHERRYName:

Kathleen P. McSherryTitle:

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