SEC Comment Letter for RIDGEWOOD ENERGY K FUND LLC (CIK 0001285480) — Oct 3, 2005
RIDGEWOOD ENERGY K FUND LLC (CIK 0001285480)
Date: Oct. 3, 2005 · CIK: 0001285480 · Accession: 0000000000-05-050742
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September 30, 2005
via U.S. mail
Daniel V. Gulino
Senior Vice President & General Counsel
Ridgewood Energy
947 Linwood Avenue
Ridgewood, N.J. 07450
Re: Ridgewood Energy K Fund, LLC
Ridgewood Energy L Fund, LLC
Ridgewood Energy M Fund, LLC
Amendment No. 1 to Registration Statements on
Forms 10
Filed September 1, 2005
File Nos. 0-51266, 0-51267, 0-51268, respectively
Dear Mr. Gulino:
We have reviewed your amended filings and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. We note your response to our prior comment 5. Despite your
specification of what such investor kits are used for and to whom
they are distributed, please explain to us whether suitability
questionnaires are sent out prior to or at the same time as the
investor kits.
2. We have reviewed your response to prior comment 5. Please have
the broker-dealers with whom you work as well as the registered
representatives of the largest broker dealer clients, confirm that
they in practice, as well as theory, impose strict prohibitions
against the general solicitation of investors for the funds.
Where you can get more information
3. Please revise the disclosure to reflect the change in the
Securities and Exchange Commission`s address to 100 F Street NE,
Washington, DC 20549.
Ridgewood Energy K Fund, LLC
Form 10/A
Projects, page 2
4. Please update you project status. For example, but without
limitation, we note under your description of West Cameron 556 you
indicate your plan to drill an exploratory well during the second
quarter of 2005 while that quarter has lapsed.
Selected Financial Data
5. We note you have labeled the sum of expenses, excluding
"investment fees" as "loss from operation" which is not comparable
to
loss from operations as presented under GAAP. Please revise the
title of this metric to adequately describe its nature or remove
this
metric from your presentation. Refer to Item 10(e)ii(E) of
Regulation S-K.
6. We note that you have excluded your investment fee from your
computation of "loss from operations" which represents total
expenses. Additionally you describe investment fees as a one time
management service fee although fees from management services are
reoccurring. Please demonstrate how it is appropriate to
characterize this as a one time fee in view that management is
performing ongoing services. Confirm that that this fee is not a
commission, if true.
Results of operations
7. Your discussion of results of operations appears to generally
exclude a discussion and analysis of underlying factors
contributing
to significant expenses and revenues. Without limitation for
example, it is not apparent what factors contributed to your high
dry
hole costs and limited drilling success. When describing various
conditions and effects, it should be clear whether such matters
are
external or internal, and temporary or permanent. The
interrelationships between the various factors identified, and
their
relative significance, should be apparent. Please refer to the
guidance in Regulation S-K, Instruction 3 to Paragraph 303(a), and
FRC Section 501.12.b.4; revise your discussion accordingly.
8. Please tell us, and to the extent appropriate disclose in your
document, the expected effects of the recent hurricane and other
weather activity in the Gulf of Mexico on your operations.
Financial Statements
Report of Independent Registered Public Accounting Firm
9. We note your auditors` report does not cover the period of
March
1, 2004, date of formation to March 30, 2004. Please obtain an
audit
for the entire period since inception.
Balance Sheet
10. Please identify and report all related party amounts on the
face
of your balance sheets.
11. We note that you have combined accrued liabilities and accounts
payable into one line item on the face of your balance sheet. To
the extent that this line item includes amounts that individually
exceed 5% of the respective total current liabilities, report them
separately, either in a footnote or on the face of the financial
statements. Refer to Rules 5-02(8) and (20) of Regulation S-X.
12. Please revise your balance sheet presentation of equity to
distinguish between amounts ascribed to each ownership class, as
applicable. The equity attributed to the manager should be stated
separately from the equity of the unit holders, and changes in the
number of equity units authorized and outstanding should be shown
for
each ownership class, as applicable.
Statements of Operations
13. Please identify and report all related party amounts on the
face
of your statements of operations.
14. Please revise your statements of operations, selected
financial
data, and discussion of results of operations to exclude interest
income as a component of revenue. Interest earned is more
appropriately characterized as other income. Refer to Rule 5-03(b)
of
Regulation S-X.
15. Please revise your statement of operations to clearly show the
aggregate amount of net income (loss) allocated to the manager and
the aggregate amount allocated to the unit holders. Additionally
disclose the results of operations on a per unit basis.
Statements of Cash Flows
16. Please revise your statement of cash flows to separately show
acquisitions and capitalized costs related to oil and gas
properties
as a component of investing activities.
17. Please remove the subtotal included in your operating cash
flows,
as this measure is not contemplated by SFAS 95.
18. Please explain why dry hole costs expensed are not included as
an
adjustment from net income to operating cash flows.
19. Please explain why exploratory drilling costs initially
capitalized in accordance with paragraph 19 of SFAS 19 are not
classified as an investing activity.
Note 1 Organization and Purpose
20. Please expand your discussion to describe the role and
responsibility of the manager. We note your related disclosures
in
Note 2, 4 and 5.
Note 2 - Summary of Significant Accounting Policies
Oil and Gas Properties
21. We note that you have characterized certain of your
development
costs as unproved although paragraph 21 of SFAS 19 designates
development costs as those costs incurred to obtain access to
proved
reserves. Paragraph 19 of SFAS 19 indicates that costs associated
with drilling and equipping exploratory wells and exploratory-type
stratigraphic wells are typically capitalized pending
determination
of proved reserves and are characterized as exploratory costs.
Accordingly please revise your disclosures to appropriately
characterize your capitalized costs in a manner consistent with
SFAS
19.
22. We note that you have not disclosed your accounting policy for
exploratory drilling costs which are suspended until determination
of
proved reserves associated with those costs. Although your
reference
to FSP 19-1 under note 3 suggests that considerations regarding
suspended well costs would not have a material impact on your
current
operations it is unclear how you determined this since you appear
to
have capitalized costs associated with unproved properties.
Please
submit the disclosure revisions that you believe would be
responsive
to our February 11, 2005 Industry Letter, posted on our website at
www.sec.gov/divisions/ corpfin/guidance/oilgas 021105.htm. Your
disclosures should convey the status of the significant properties
or
projects involved, including the anticipated timing of when you
expect to be able to determine whether or not proved reserves have
been found in relation to capital costs associated with
exploratory
wells.
Revenue Recognition
23. Please expand your revenue recognition policy disclosure
regarding how you account for gas imbalances. Refer to EITF 90-22.
Asset Retirement Obligation
24. We note your disclosure indicating your asset retirement
obligation cannot be reasonably estimated since retirement dates
are
indeterminate. Please demonstrate how retirement dates are not
reasonably estimated. Explain to us how you considered the
development and productive life of your proved reserves. We note
that designating reserves as proved necessitates estimates of
production life. To the extent you determine that an asset
retirement obligation can be reasonably estimated please revise
your
financial statements and disclosures accordingly.
Note 8, Costs Relating to Oil and Gas Activities
25. We note your description of certain capitalized costs as
intangible which does not appear consistent with SFAS 19 since
that
statement does not contemplate characterization of intangible
capitalized costs. Additionally it appears you may need to
reassess
your capitalization of "development" costs related to unproved
properties since such costs are typically associated with proved
properties under the successful efforts method.
26. Please revise your disclosure of results of operations for oil
and gas producing activities to include exploration expense. Refer
to
paragraph 24 of SFAS 69.
Ridgewood Energy L Fund, LLC
Form 10/A
General
27. Please revise your From 10/A as necessary to comply with all
applicable comments written on your Form 10/A of Ridgewood K Fund
LLC
above. Your revisions should include enhanced disclosure to MD&A,
the
financial statements, and notes to the financials statements based
on
principles underlying the comments.
28. We note that you have labeled your operations as in the
development stage although you have no proved reserves. Since you
are in an extractive industry, it will be necessary to revise the
disclosures and labeling throughout your document to characterize
the
company as an "exploratory stage" entity, rather than a
"development
stage" entity, as that term has specific meaning within the
extractive industry which describes an advanced operating stage in
which proved reserves have been determined.
Report of Independent Registered Public Accounting Firm
29. We note that Ridgewood Energy L Fund, LLC was formed on May
27,
2004, however your auditors` report and financial statement
headings
indicate July 1, 2004 as the date of inception. Please obtain an
audit for the period from August 2, 2004 through September 6,
2005.
Additionally, have your auditors revise their report along with
revising your financial statement headings to include the date of
inception of August 2, 2004 and the period from August 2, 2004
through September 6, 2005. Refer to Paragraph 11 of SFAS 7.
Statement of Shareholders` Capital
30. We note your statement of members` equity includes
"Syndication
Costs" although your balance sheet characterizes this item as
contributed capital. Please revise your statement of stockholder`s
equity in a manner consistent with your balance sheet
presentation.
Ridgewood Energy M Fund, LLC
Form 10/A
31. Please revise your From 10/A as necessary to comply with all
applicable comments written on your Form 10/A of Ridgewood K Fund
LLC
and Ridgewood L Fund LLC above. Your revisions should include
enhanced disclosure to MD&A, the financial statements, and notes
to
the financials statements based on principles underlying the
comments.
Report of Independent Registered Public Accounting Firm
32. We note that Ridgewood Energy M Fund, LLC was formed on August
2,
2004, however your auditors` report and financial statement
headings
indicate September 7, 2004, as the date of inception. Please
obtain
an audit for the period from August 2, 2004 through September 6,
2005. Additionally, please have your auditors revise their report
along with revising your financial statement headings to include
the
date of inception of August 2, 2004. Refer to Paragraph 11 of SFAS
7.
Statements of Shareholders` Capital
33. We note that you have labeled balances as of December 31, 2004
as
"unaudited", although the auditor`s report indicates that such
balances are audited. Please revise your disclosures as
appropriate.
34. We note you have not labeled each category of equity
transactions
presented in your statement of members` equity for the six months
ended June 30, 2005 as "unaudited". Please revise your
presentation
accordingly.
Forms 10-Q for the Fiscal Quarter Ended June 30, 2005
35. Please revise your Forms 10-Q for the Ridgewood entities above
as
necessary to comply with all applicable comments written on your
Forms 10/A for each entity above. Your revisions should include
enhanced disclosure to MD&A, the financial statements, and notes
to
the financials statements based on principles underlying the
comments.
Closing Comments
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendments to expedite our review. Please furnish a cover
letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Jon Duersch at (202) 551-3719 or Jill Davis,
Accounting Branch Chief at (202) 551-3683 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Mellissa Campbell Duru at (202) 551-3757 or the
undersigned at (202) 551-3745 with any other questions.
Sincerely,
H. Roger Schwall
Assistant Director
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Mr. Gulino
Ridgewood Energy K Fund , LLC
Ridgewood Energy L Fund, LLC
Ridgewood Energy M Fund, LLC
September 30, 2005
page 8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010
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