UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2007
or
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to _______
Commission file number: 0-25935
THE RIDGEWOOD POWER GROWTH FUND
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 22-3495594 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
| 1314 King Street, Wilmington, Delaware | 19801 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| (302) 888-7444 | ||
| (Registrant’s telephone number, including area code) |
| (Former name, former address and former fiscal year, if changed since last report) |
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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer 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 January 31, 2008, there were 658.1067 Investor Shares outstanding.
FORM 10-Q
TABLE OF CONTENTS
| Page | |||
| PART I. | FINANCIAL INFORMATION | ||
| 1 | |||
| 9 | |||
| 11 | |||
| 11 | |||
| PART II. | OTHER INFORMATION | ||
| 12 | |||
| 12 | |||
| 12 | |||
| 12 | |||
| 12 | |||
| 12 | |||
| 12 | |||
| SIGNATURES | 13 | ||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| THE RIDGEWOOD POWER GROWTH FUND | ||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
| (in thousands, except share data) | ||||||||
| September 30, | December 31, | |||||||
| 2007 | 2006 | |||||||
| ASSETS | (unaudited) | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 5,373 | $ | 2,588 | ||||
| Accounts receivable, net of allowance | 1,208 | 1,237 | ||||||
| Notes receivable - current portion | 137 | 146 | ||||||
| Due from affiliates | 590 | 330 | ||||||
| Inventory | 884 | 630 | ||||||
| Prepaid expenses and other current assets | 360 | 478 | ||||||
| Total current assets | 8,552 | 5,409 | ||||||
| Notes receivable - noncurrent portion | 1,267 | 1,364 | ||||||
| Investments | 323 | 50 | ||||||
| Property, plant and equipment, net | 18,877 | 19,189 | ||||||
| Goodwill | 227 | 227 | ||||||
| Intangibles, net | 3,743 | 4,626 | ||||||
| Other assets | 385 | 48 | ||||||
| Total assets | $ | 33,374 | $ | 30,913 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,019 | $ | 571 | ||||
| Accrued expenses | 332 | 337 | ||||||
| Long-term debt - current portion | 464 | 855 | ||||||
| Due to affiliates | 1,453 | 684 | ||||||
| Total current liabilities | 3,268 | 2,447 | ||||||
| Long-term debt - noncurrent portion | 1,522 | 1,774 | ||||||
| Other liabilities | 1,739 | 1,738 | ||||||
| Deferred income taxes, net | 680 | 857 | ||||||
| Minority interest | 6,781 | 6,371 | ||||||
| Total liabilities | 13,990 | 13,187 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity (deficit): | ||||||||
| Shareholders’ equity (658.1067 Investor Shares issued and | ||||||||
| outstanding) | 19,762 | 18,090 | ||||||
| Managing Shareholder's accumulated deficit (1 management | ||||||||
| share issued and outstanding) | (378 | ) | (364 | ) | ||||
| Total shareholders’ equity | 19,384 | 17,726 | ||||||
| Total liabilities and shareholders’ equity | $ | 33,374 | $ | 30,913 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
| AND COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||
| (unaudited, in thousands, except per share data) | ||||||||||||||||
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| Revenues | $ | 10,479 | $ | 10,381 | $ | 3,193 | $ | 3,082 | ||||||||
| Cost of revenues | 6,621 | 6,926 | 2,335 | 2,651 | ||||||||||||
| Gross profit | 3,858 | 3,455 | 858 | 431 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | 3,485 | 2,058 | 1,139 | 762 | ||||||||||||
| Management fee to Managing Shareholder | 1,234 | 1,234 | 411 | 411 | ||||||||||||
| Total operating expenses | 4,719 | 3,292 | 1,550 | 1,173 | ||||||||||||
| (Loss) income from operations | (861 | ) | 163 | (692 | ) | (742 | ) | |||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | 120 | 60 | 59 | 21 | ||||||||||||
| Interest expense | (249 | ) | (242 | ) | (72 | ) | (90 | ) | ||||||||
| Equity in income (loss) from RUK | 16,466 | 51 | (14 | ) | 140 | |||||||||||
| Disposition of ZAP securities | (50 | ) | 3 | - | - | |||||||||||
| Other income, net | 25 | 5 | 15 | 12 | ||||||||||||
| Total other income (expense), net | 16,312 | (123 | ) | (12 | ) | 83 | ||||||||||
| Income (loss) before income tax and minority interest | 15,451 | 40 | (704 | ) | (659 | ) | ||||||||||
| Income tax (benefit) expense | (54 | ) | 93 | (352 | ) | (299 | ) | |||||||||
| Income (loss) before minority interest | 15,505 | (53 | ) | (352 | ) | (360 | ) | |||||||||
| Minority interest in the earnings of subsidiaries | (336 | ) | (411 | ) | (117 | ) | (17 | ) | ||||||||
| Net income (loss) | 15,169 | (464 | ) | (469 | ) | (377 | ) | |||||||||
| Foreign currency translation adjustment | (314 | ) | 31 | 157 | (17 | ) | ||||||||||
| Unrealized gain on ZAP securities | - | 14 | - | - | ||||||||||||
| Comprehensive income (loss) | $ | 14,855 | $ | (419 | ) | $ | (312 | ) | $ | (394 | ) | |||||
| Managing Shareholder - Net loss | $ | (15 | ) | $ | (5 | ) | $ | (4 | ) | $ | (4 | ) | ||||
| Shareholders - Net income (loss) | 15,184 | (459 | ) | (465 | ) | (373 | ) | |||||||||
| Net income (loss) per Investor Share | 23,073 | (698 | ) | (705 | ) | (567 | ) | |||||||||
| Distributions per Investor Share | 21,000 | 1,750 | 500 | 750 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| THE RIDGEWOOD POWER GROWTH FUND | ||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
| (unaudited, in thousands) | ||||||||
Nine Months Ended September 30, | ||||||||
| 2007 | 2006 | |||||||
| Cash flows from operating activities: | ||||||||
| Net cash provided by operating activities | $ | 2,802 | $ | 3,848 | ||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | (1,306 | ) | (516 | ) | ||||
| Proceeds from sale of equipment | 11 | 32 | ||||||
| Collections on notes receivable | 107 | 110 | ||||||
| Proceeds from sale of ZAP securities | - | 45 | ||||||
| Distribution from RUK | 15,674 | - | ||||||
| Net cash provided by (used in) investing activities | 14,486 | (329 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Cash distributions to shareholders | (13,825 | ) | (843 | ) | ||||
| Cash distributions to minority shareholders | - | (1,037 | ) | |||||
| Repayments under bank loans | (665 | ) | (1,163 | ) | ||||
| Net cash used in financing activities | (14,490 | ) | (3,043 | ) | ||||
| Effect of exchange rate on cash and cash equivalents | (13 | ) | (3 | ) | ||||
| Net increase in cash and cash equivalents | 2,785 | 473 | ||||||
| Cash and cash equivalents, beginning of period | 2,588 | 1,906 | ||||||
| Cash and cash equivalents, end of period | $ | 5,373 | $ | 2,379 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
THE RIDGEWOOD POWER GROWTH FUND
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to SEC rules. These condensed consolidated financial statements should be read in conjunction with The Ridgewood Power Growth Fund (the “Fund”) Annual Report on Form 10-K for the year ended December 31, 2006 filed with the SEC on December 14, 2007 (the “2006 Form 10-K”). No significant changes have been made to the Fund’s accounting policies and estimates disclosed in its 2006 Form 10-K.
In the opinion of management, the condensed consolidated financial statements as of September 30, 2007, and for the nine and three month periods ended September 30, 2007 and 2006, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the periods presented. The results of operations for the nine and three month periods ended September 30, 2007 and 2006 are not necessarily indicative of the results to be expected for the full year or any other period.
The accompanying unaudited condensed consolidated financial statements give effect to the sale (the “Sale”) of the interests of Ridgewood UK, LLC (“RUK”) in CLPE Holdings Limited (“CLPE”) (see Note 2).
2. DESCRIPTION OF BUSINESS
The Fund is a Delaware trust formed in February 1997. The Fund began offering shares on February 9, 1998 and concluded its offering in April 2000. The objective of the Fund is to provide benefits to its shareholders through a combination of distributions of operating cash flow and capital appreciation. The Managing Shareholder of the Fund is Ridgewood Renewable Power LLC (“RRP” or the “Managing Shareholder”).
The Fund has been organized to invest primarily in independent power generation facilities, water desalinization plants and other infrastructure projects both in the US and abroad. The projects owned by the Fund have characteristics that qualify the projects for government incentives. Among the possible incentives are ancillary revenue opportunities related to the fuel used by the power plants or tax incentives provided to projects in remote locations.
The Fund’s accompanying condensed consolidated financial statements include the accounts of the Fund, Ridgewood US Hydro Corporation (“US Hydro”) and Ridgewood Near East Holding LLC (“NEH”). The Fund’s condensed consolidated financial statements also include the Fund’s 30.4% interest in RUK which is accounted for under the equity method of accounting as the Fund has the ability to exercise significant influence but does not control the operating and financial policies of RUK.
The Fund owns a 70.8% interest in US Hydro and the remaining 29.2% minority interest is owned by Ridgewood Electric Power Trust V (“Trust V”). In addition, the Fund owns a 68.1% interest in NEH and the remaining minority interest is owned by Trust V (14.1%) and Ridgewood Egypt Fund (“Egypt Fund”) (17.8%). The interests of Trust V and Egypt Fund are presented as minority interest in the condensed consolidated balance sheets and statements of operations.
On February 22, 2007, RUK completed the Sale of all of the issued and outstanding shares of CLPE to MEIF LG Energy Limited as part of a sale agreement dated January 23, 2007. Concurrent with the Sale, RUK and affiliated entities terminated certain sharing agreements amongst themselves. The gain on disposal represents proceeds, less transaction costs and the net asset value of CLPE, plus the reversal of previously recorded foreign currency translation adjustments. The Managing Shareholder waived its right to receive its 1% of the distributions from these transactions. As a result, the gain from the Sale and related cash distributions, except the reversal of the current translation adjustment, are allocated solely to Investor Shares. The currency translation adjustment reversal is allocated on the same basis as its initial recording, 99% to Investor Shares and 1% to the Managing Shareholder.
The Managing Shareholder announced that it intends to market the assets of NEH and also intends to market US Hydro for sale. These assets represent the remaining investments of the Fund.
4
THE RIDGEWOOD POWER GROWTH FUND
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
3. RECENT ACCOUNTING PRONOUNCEMENTS
FIN 48
In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) an interpretation of Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes (“SFAS 109”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109 and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. On February 1, 2008, the FASB issued FASB Staff Position FIN 48-2, Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises, which deferred the effective date of FIN 48 for non-public companies to fiscal year beginning after December 15, 2007. The Fund has concluded that it is eligible for this deferral and therefore, FIN 48 will become effective for the Fund beginning January 1, 2008. The Fund is currently evaluating the impact of adopting FIN 48 on its condensed consolidated financial statements.
SFAS 157
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements ("SFAS 157"), to define fair value, establish a framework for measuring fair value in accordance with generally accepted accounting principles and expand disclosures about fair value measurements. SFAS 157 requires quantitative disclosures using a tabular format in all periods (interim and annual) and qualitative disclosures about the valuation techniques used to measure fair value in all annual periods. SFAS 157 will become effective for the Fund beginning January 1, 2008. In February 2008, FASB issued Staff Position 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities for the Fund until January 1, 2009, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Fund is currently evaluating the impact of adopting SFAS 157 on its condensed consolidated financial statements.
SFAS 159
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”) which expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 will become effective for the Fund beginning January 1, 2008. The Fund is currently evaluating the impact of adopting SFAS 159 on its condensed consolidated financial statements.
SFAS 160
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income, be clearly identified, labeled, and presented in the consolidated financial statements within equity, but separate from the parent’s equity. It also requires once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 will be effective for the Fund beginning January 1, 2009. The Fund is currently evaluating the impact of adopting SFAS 160 on its condensed consolidated financial statements.
4. INVENTORY
At September 30, 2007 and December 31, 2006, inventories are as follows:
| September 30, | December 31, | |||||||
| 2007 | 2006 | |||||||
| Consumables | $ | 815 | $ | 570 | ||||
| Fuel | 69 | 60 | ||||||
| Total | $ | 884 | $ | 630 | ||||
5
THE RIDGEWOOD POWER GROWTH FUND
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
5. INVESTMENTS
On February 22, 2007, RUK completed the Sale of all of the issued and outstanding shares of CLPE as discussed in Note 2.
Summarized statements of operations data for RUK for the nine and three months ended September 30, 2007 and 2006 is as follows:
Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| Revenues | $ | 7,552 | $ | 31,314 | $ | - | $ | 12,112 | ||||||||
| Gross profit | 1,740 | 5,556 | - | 2,287 | ||||||||||||
| Income from operations | 1,350 | 5,061 | (54) | 2,093 | ||||||||||||
| Gain on disposal | 54,979 | - | - | - | ||||||||||||
| Net (loss) income | $ | 55,226 | $ | 169 | $ | (54) | $ | 462 | ||||||||
| Fund share of (losses) income in RUK | $ | 16,466 | $ | 51 | $ | (14) | $ | 140 | ||||||||
6. TRANSACTIONS WITH MANAGING SHAREHOLDER AND AFFILIATES
The Fund operates pursuant to the terms of a management agreement. Under the terms of the management agreement, the Managing Shareholder provides certain management, administrative and advisory services and office space to the Fund. In return, the Fund is obligated to pay the Managing Shareholder an annual management fee equal to 2.5% of the total contributed capital of the Fund, or $1,645 annually, as compensation for such services. During the first nine months of 2007, the Managing Shareholder forgave $628 of unpaid accrued management fees and related interest, which were recorded as capital contributions. The shareholders of the Fund other than the Managing Shareholder were allocated 99% of each contribution and the Managing Shareholder was allocated 1% so that the amount of the contribution allocated offset the amount of the expense initially accrued.
The Fund records short-term payables to and receivables from other affiliates in the ordinary course of business. The amounts payable to and receivable from the other affiliates do not bear interest. At September 30, 2007 and December 31, 2006, the Fund had outstanding receivables and payables as follows:
| Due from | Due to | |||||||||||||||
| September 30, 2007 | December 31, 2006 | September 30, 2007 | December 31, 2006 | |||||||||||||
| Ridgewood Power Management LLC | $ | - | $ | - | $ | 366 | $ | 245 | ||||||||
| RRP | - | 107 | 673 | - | ||||||||||||
| Trust V | 588 | 211 | - | - | ||||||||||||
| Egypt Fund | - | - | - | 127 | ||||||||||||
| RUK | - | - | 349 | 312 | ||||||||||||
| Other Affiliates | 2 | 12 | 65 | - | ||||||||||||
| Total | $ | 590 | $ | 330 | $ | 1,453 | $ | 684 | ||||||||
6
THE RIDGEWOOD POWER GROWTH FUND
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
7. INCOME TAXES
Except for US Hydro, no provision is made for US income taxes in the accompanying consolidated financial statements as the income or losses of the Fund are passed through and included in the income tax returns of the individual shareholders of the Fund. As a result, changes in the Fund’s pre-tax income (loss) do not necessarily lead to changes in income tax expense, thereby resulting in volatility of the effective tax rate. US Hydro operates in several tax jurisdictions and, as a result, the geographic mix of US Hydro’s pre-tax income or loss can also impact the Fund’s overall effective tax rate. The Fund has calculated its actual tax provision based upon year-to-date results. Such an approach is allowed under FASB Interpretation No. 18, as the Fund has determined that it cannot estimate an annual effective tax rate with reasonable accuracy. The income tax (benefit) expense on income before minority interest and income tax for the nine months ended September 30, 2007 and 2006 was ($434) and $93, respectively. Income tax benefit before minority interest and income tax for the three months ended September 30, 2007 and 2006 was $373 and $299, respectively.
The Fund’s Egyptian subsidiary, NEH, has a ten year income tax holiday that expires on December 31, 2010. For the nine and three months ended September 30, 2007, the Fund recorded income tax expense of $380 and $21, respectively, resulting from book to tax differences that are scheduled to exist at the expiration of the tax holiday.
8. COMMITMENTS AND CONTINGENCIES
On August 16, 2006, the Managing Shareholder and affiliates of the Fund filed lawsuits against the former independent registered public accounting firm for the Fund, Perelson Weiner, LLP (“Perelson Weiner”), in New Jersey Superior Court. The suits alleged professional malpractice and breach of contract in connection with audit and accounting services performed by Perelson Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against the Fund and its affiliates alleging breach of contract due to unpaid invoices totaling $1,188. Discovery is ongoing and no trial date has been set. The costs and expenses of the litigation are being paid for by the Managing Shareholder and affiliated management companies and not the underlying investment funds, including the Fund.
On December 30, 2005, an investor in the Fund and entities affiliated with the Fund, Paul Bergeron, on behalf of himself and as Trustee for the Paul Bergeron Trust (the “Plaintiff”), filed a Complaint in Suffolk Superior Court, Commonwealth of Massachusetts, Paul Bergeron v. Ridgewood Electric Power Trust V, et al., Suffolk Superior Court, Docket No. 07-1205 BLS1 (“Bergeron I”). The action was brought against, among others, the Managing Shareholder and persons who are or were officers of the Managing Shareholder alleging violations of the Massachusetts Securities Act, as well as breach of fiduciary duty, fraud, breach of contract, negligent misrepresentation and unjust enrichment, all related to a set of alleged facts and allegations regarding the sale of securities of funds (including the Fund) managed by the Managing Shareholder or affiliates of the Managing Shareholder which were sold in private offerings and the operation of those funds subsequent to the sale. The Plaintiff is seeking damages of $900 plus interest and other damages to be determined at trial.
On January 27, 2006, the Plaintiff, on its own initiative, filed an Amended Complaint and Jury Demand in Massachusetts Superior Court, adding a non-diverse broker-dealer to the action. On February 22, 2006, the case was removed by the defendants to United States District Court for the District of Massachusetts on the basis of diversity jurisdiction, but the defendants alleged that the only non-diverse party had been fraudulently joined by the Plaintiff. On February 27, 2006, a motion to dismiss was filed by the defendants in the District Court. On April 12, 2006, the District Court affirmed its jurisdiction over the case, and dismissed the non-diverse party. On January 10, 2007, the District Court dismissed Plaintiff’s unjust enrichment case, but denied the motion of the defendants to dismiss as to the remaining claims. Presently, attorneys for the parties are involved in discovery, with a magistrate judge having decided motions to compel brought by the parties during the summer of 2007. A new scheduling order is in the process of being developed by the parties for approval by the District Court. No trial date has been set.
On March 20, 2007, the Plaintiff commenced a derivative action, in Suffolk Superior Court, Commonwealth of Massachusetts. Paul Bergeron v. Ridgewood Electric Power Trust V, et al., Suffolk Superior Court, Docket No. 07-1205 BLS1 (“Bergeron II”). The Plaintiff joined the Fund and affiliated entities, including the Managing Shareholder and a person who is an officer of the Managing Shareholder, alleging that the allocation of the proceeds from the sale of certain assets of the Fund and affiliated entities to an unaffiliated entity was unfair and sought an injunction prohibiting the distribution to shareholders of such proceeds. The Superior Court denied the request by the Plaintiff for an injunction. The case was then removed by the defendants to the same District Court as Bergeron I, but the District Court remanded the case to Massachusetts Superior Court on July 5, 2007, where it is presently pending. On February 29, 2008, the Plaintiff filed an amended complaint in Bergeron II adding two additional investors, one in Trust V and one in the Fund, as additional plaintiffs. On March 12, 2008, the defendants’ Motion to Dismiss Bergeron as a plaintiff in the Bergeron II matter due to potential conflicts he has with the Bergeron I matter was denied by the Superior Court. Discovery will now begin in the Bergeron II matter. No trial date has been set.
All defendants in Bergeron I and Bergeron II deny the allegations and intend to defend both actions vigorously.
RUK gave number of warranties and indemnities to the purchaser of CLPE. Should there be a breach of the warranties or should an indemnifiable event occur, the buyer could make claims against RUK. RUK purchased warranty and indemnity insurance to minimize such risk.
7
THE RIDGEWOOD POWER GROWTH FUND
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
The Fund is subject to legal proceedings involving ordinary and routine claims related to its business. The ultimate legal and financial liability with respect to such matters cannot be estimated with certainty and requires the use of estimates in recording liabilities for potential litigation settlements. Estimates for losses from litigation are disclosed if considered reasonably possible and accrued if considered probable after consultation with outside counsel. If estimates of potential losses increase or the related facts and circumstances change in the future, the Fund may be required to record additional litigation expense. While it is not possible to predict the outcome of the litigation discussed above with certainty and some lawsuits, claims or proceedings may be disposed of unfavorably to the Fund, based on its evaluation of matters which are pending or asserted, the Fund’s management believes the disposition of such matters will not have a material adverse effect on the Fund’s business or financial statements.
9. FINANCIAL INFORMATION BY BUSINESS SEGMENT
The Fund manages and evaluates its operations in two reportable business segments: power generation and water desalinization. These segments have been classified separately by the similarities in economic characteristics and customer base. Common services shared by the business segments are allocated on the basis of identifiable direct costs, time records or in proportion to amounts invested. The water segment is located in Egypt.
Business segment financial data for the nine and three months ended September 30, 2007 and 2006 is as follows:
| Power | Power | |||||||||||||||
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| Revenues | $ | 2,932 | $ | 4,388 | $ | 309 | $ | 626 | ||||||||
| Gross profit (loss) | 858 | 2,304 | (427 | ) | (79 | ) | ||||||||||
| Total assets | 7,365 | 8,614 | 7,365 | 8,614 | ||||||||||||
| Water | Water | |||||||||||||||
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| Revenues | $ | 7,547 | $ | 5,993 | $ | 2,884 | $ | 2,456 | ||||||||
| Gross profit | 3,000 | 1,151 | 1,285 | 510 | ||||||||||||
| Total assets | 22,188 | 21,047 | 22,188 | 21,047 | ||||||||||||
| Corporate | Corporate | |||||||||||||||
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| Total assets | $ | 3,821 | $ | 1,380 | $ | 3,821 | $ | 1,380 | ||||||||
| Consolidated | Consolidated | |||||||||||||||
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| Revenues | $ | 10,479 | $ | 10,381 | $ | 3,193 | $ | 3,082 | ||||||||
| Gross profit | 3,858 | 3,455 | 858 | 431 | ||||||||||||
| Total assets | 33,374 | 31,041 | 33,374 | 31,041 | ||||||||||||
10. SUBSEQUENT EVENTS
In October 2007, the Managing Shareholder announced that it intends to market for sale the assets of NEH and in January 2008, announced that it also intends to market US Hydro for sale.
In the fourth quarter of 2007, the Managing Shareholder waived $934 due from the Fund relating to professional services, which was recorded as a capital contribution at that time. The waiver included $796 of the Fund’s intercompany payables existing at September 30, 2007.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this discussion and analysis of the operating results and financial condition as of September 30, 2007 is intended to help readers analyze the accompanying financial statements, notes and other supplemental information contained in this document. Results of operations for the nine and three month periods ended September 30, 2007 are not necessarily indicative of results to be attained for any other period. This discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements, notes and other supplemental information included elsewhere in this report and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Fund’s 2006 Form 10-K.
Forward-Looking Statements
Certain statements discussed in this item and elsewhere in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Fund’s plans, objectives and expectations for future events and include statements about the Fund’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These statements are based upon management’s opinions and estimates as of the date they are made. Although management believes that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond the Fund’s control, which could cause actual results, performance and achievements to differ materially from the results, performance and achievements projected, expected, expressed or implied by the forward-looking statements. Examples of events that could cause actual results to differ materially from historical results or those anticipated include changes in political and economic conditions, federal or state regulatory structures, government mandates, the ability of customers to pay for energy received, supplies and prices of fuels, operational status of generating plants, mechanical breakdowns, volatility in the price for electric energy, natural gas or renewable energy. Additional information concerning the factors that could cause actual results to differ materially from those in the forward-looking statements is contained in Item 1A. “Risk Factors” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the Fund’s 2006 Form 10-K. The Fund undertakes no obligation to publicly revise any forward-looking statements or cautionary factors, 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 condensed consolidated financial statements. The preparation of this Quarterly Report on Form 10-Q 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 condensed consolidated financial statements, and the reported amount of revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions. No material changes have been made to the Fund’s critical accounting policies and estimates disclosed in its 2006 Form 10-K.
Results of Operations and Changes in Financial Condition
Nine months ended September 30, 2007 compared to the nine months ended September 30, 2006
Revenues increased $0.1 million, or 0.9%, from $10.4 million for the nine months ended September 30, 2006 to $10.5 million for the nine months ended September 30, 2007. Revenues from US Hydro operations decreased $1.5 million to $2.9 million in the first nine months of 2007 as a result of lower outputs resulting from lower levels of precipitation. Revenues from NEH operations increased $1.6 million to $7.5 million in the first nine months of 2007, primarily attributable to increases in water volume sales due to greater tourism in the NEH market area.
Cost of revenues for the nine months ended September 30, 2007 was $6.6 million compared to $6.9 million for the same period in 2006, a decrease of $0.3 million, or 4.4%. This was primarily due to a decrease in cost of revenues from NEH operations in the first nine months of 2007 primarily due to a decrease in depreciation expenses resulting from certain assets being fully depreciated.
Gross profit increased by $0.4 million, or 11.7%, from $3.5 million for the first nine months of 2006 to $3.9 million for the same period in 2007. This was primarily due to an increase in gross profit of NEH operations of $1.8 million due to an increase in revenues and decrease in cost of revenues in the 2007 period. This was partially offset by a decrease in gross profit of US Hydro operations of $1.4 million primarily due to a decrease in revenues in the 2007 period.
General and administrative expenses increased by $1.4 million from $2.1 million for the nine months ended September 30, 2006 to $3.5 million for the same period in 2007. The increase in general and administrative expenses in the first nine months of 2007 was primarily due to an increase in overhead expenses in NEH operations and higher professional fees.
The Fund recorded equity income from its investment in RUK of $16.5 million in the first nine months of 2007 compared to equity income of $0.1 million for the same period in 2006. During the first quarter of 2007, RUK completed the Sale of all of the issued and outstanding shares of CLPE to MEIF LG Energy Limited. See Note 2, “Description of Business,” in the notes to the condensed consolidated financial statements contained herein for further discussion.
Total assets at September 30, 2007 were $33.4 million, an increase of $2.5 million from the December 31, 2006 balance of $30.9 million. The increase in total assets was primarily due to increases of $2.8 million in cash and cash equivalents and $0.3 million each in inventory, due from affiliates and investment in RUK, partially offset by decreases of $0.9 million in intangibles and $0.3 million in property, plant and equipment. Total liabilities increased by $0.8 million from $13.2 million at December 31, 2006 to $14 million at September 30, 2007. The increase in total liabilities was primarily due to increases of approximately $0.8 million in due to affiliates, $0.4 million in accounts payable and $0.4 million in minority interest, partially offset by a decrease of $0.6 million in long-term debt and $0.2 million in deferred income taxes.
Three months ended September 30, 2007 compared to the three months ended September 30, 2006
Revenues increased by $0.1 million, or 3.6%, to $3.2 million in the third quarter of 2007 as compared to $3.1 million for the same period in 2006. Revenues from US Hydro operations decreased $0.3 million to $0.3 million in the third quarter of 2007 as a result of lower outputs resulting from lower levels of precipitation. Revenues from NEH operations increased $0.4 million to $2.9 million in the third quarter of 2007 primarily attributable to increases in water volume sales due to greater tourism in the NEH market area.
Cost of revenues for the third quarter of 2007 was $2.3 million compared to $2.7 million for the same period in 2006, a decrease of approximately $0.4 million, or 11.9%. This decrease was primarily due to a decrease in cost of revenues from NEH operations in the third quarter of 2007 primarily due to a decrease in depreciation expense resulting from certain assets being fully depreciated.
Gross profit increased by approximately $0.5 million from $0.4 million in the third quarter of 2006 to $0.9 million for the same period in 2007. This was primarily due to an increase in gross profit of NEH operations of approximately $0.8 million due to an increase in revenues and decrease in cost of revenues in the 2007 period. This was partially offset by a decrease in gross profit of US Hydro operations of $0.3 million primarily due to a decrease in revenues in the 2007 period.
General and administrative expenses increased by approximately $0.3 million from $0.8 million in the third quarter of 2006 to $1.1 million for the same period in 2007. The increase in general and administrative expenses in the third quarter of 2007 was primarily due to an increase in overhead expenses in NEH operations and higher professional fees.
Liquidity and Capital Resources
Nine months ended September 30, 2007 compared to the nine months ended September 30, 2006
At September 30, 2007, the Fund had cash and cash equivalents of $5.4 million, an increase of $2.8 million from December 31, 2006. The cash flows for the nine months ended September 30, 2007 were $2.8 million provided by operating activities, $14.5 million provided by in investing activities, $14.5 million used in financing activities and a $13,000 negative effect of foreign exchange on cash and cash equivalents.
Cash provided by operating activities for the nine months ended September 30, 2007 was $2.8 million compared to $3.8 million for the same period in 2006. The decrease of $1 million in cash flow in the first nine months of 2007 was primarily due to an increase in due to/from affiliates.
For the nine months ended September 30, 2007, investing activities provided cash of $14.5 million as compared to $0.3 million used in investing activities for the same period in 2006. Cash provided by investing activities for the nine months ended September 30, 2007 primarily included $15.7 million in distributions from RUK relating to the Sale of CLPE partially offset by $1.3 million in capital expenditures. For the nine months ended September 30, 2006, cash used in investing activities included $0.5 million in capital expenditures partially offset by $0.1 million from collection on notes receivable and $45,000 of proceeds from the sale of ZAP securities.
Cash used in financing activities for the first nine months of 2007 was $14.5 million compared to $3 million in the first nine months of 2006. The increase of approximately $11.5 million in cash used in financing activities in the 2007 period was due to an increase in distributions of $13 million to shareholders relating to the Sale of CLPE, a decrease of $1 million in distribution to minority interest and a decrease of $0.5 million in bank loan repayments.
Future Liquidity and Capital Resource Requirements
The Fund expects cash flows from operating activities, along with existing cash and cash equivalents and borrowing capabilities will be sufficient to provide working capital and fund capital expenditures for the next 12 months.
Off-Balance Sheet Arrangements and Contractual Obligations and Commitments
There have been no material changes in the off-balance sheet arrangements and contractual obligations and commitments disclosed in the Fund’s 2006 Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The disclosure required by this Item is omitted pursuant to Item 305(e) of Regulation S-K.
ITEM 4. CONTROLS AND PROCEDURES
In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Fund’s Chief Executive Officer and Chief Financial Officer evaluate the effectiveness of the Fund’s disclosure controls and procedures. A system of disclosure controls and procedures is designed to ensure that information required to be disclosed by a registrant in reports filed pursuant to Exchange Act are recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms. This includes disclosure controls and procedures designed to ensure that information required to be disclosed by a registrant is accumulated and communicated to senior management so as to allow timely decisions regarding required disclosure. A review of these controls and procedures was done by the Fund as of September 30, 2007, which revealed that the following material weaknesses previously identified continue to exist:
| (i) | a lack of sufficient personnel with relevant experience to develop, administer and monitor disclosure controls and procedures to enable the Fund to comply efficiently, or on a timely basis, with its financial reporting obligations, |
| (ii) | inadequate disclosure controls and procedures, including inadequate record retention and review policies, over both foreign and US operations, that would enable the Fund to meet its financial reporting and disclosure obligations in an efficient and timely manner. |
As a result of these weaknesses, the Fund has not timely met its reporting obligations under the Exchange Act.
Since the review, the Fund has implemented the following to address the above weaknesses:
● | During the fourth quarter of 2007, the Fund expanded its disclosure controls and procedures. The Fund documented many of its existing informal procedures, established a compliance-focused disclosure committee, formalized monthly closing procedures, implemented a corporate whistleblower policy, and improved corporate oversight over the Fund’s NEH operations. |
The Fund believes that the completion of the expansion of the accounting and financial reporting staff and the implementation of the above procedures will mitigate the above weaknesses. However, due to the Fund’s delinquencies in meeting its filing deadlines under the Exchange Act, the Fund expects these deficiencies to continue to be material weaknesses at least until such time as the Fund is able to make its Exchange Act filings on a timely basis.
The Fund’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Fund’s disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Exchange Act and concluded that, as of the end of the period covered by this report, because of the material weaknesses noted above, the Fund’s disclosure controls and procedures were not effective.
The Fund’s Chief Executive Officer and Chief Financial Officer have concluded that there was no change in the Fund's internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2007 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 Managing Shareholder and affiliates of the Fund filed lawsuits against the former independent registered public accounting firm for the Fund, Perelson Weiner, LLP (“Perelson Weiner”), in New Jersey Superior Court. The suits alleged professional malpractice and breach of contract in connection with audit and accounting services performed by Perelson Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against the Fund and its affiliates alleging breach of contract due to unpaid invoices totaling $1,188,000. Discovery is ongoing and no trial date has been set. The costs and expenses of the litigation are being paid for by the Managing Shareholder and affiliated management companies and not the underlying investment funds, including the Fund.
On December 30, 2005, an investor in the Fund and entities affiliated with the Fund, Paul Bergeron, on behalf of himself and as Trustee for the Paul Bergeron Trust (the “Plaintiff”), filed a Complaint in Suffolk Superior Court, Commonwealth of Massachusetts, Paul Bergeron v. Ridgewood Electric Power Trust V, et al., Suffolk Superior Court, Docket No. 07-1205 BLS1 (“Bergeron I”). The action was brought against, among others, the Managing Shareholder and persons who are or were officers of the Managing Shareholder alleging violations of the Massachusetts Securities Act, as well as breach of fiduciary duty, fraud, breach of contract, negligent misrepresentation and unjust enrichment, all related to a set of alleged facts and allegations regarding the sale of securities of funds (including the Fund) managed by the Managing Shareholder or affiliates of the Managing Shareholder which were sold in private offerings and the operation of those funds subsequent to the sale. The Plaintiff is seeking damages of $900,000 plus interest and other damages to be determined at trial.
On January 27, 2006, the Plaintiff, on its own initiative, filed an Amended Complaint and Jury Demand in Massachusetts Superior Court, adding a non-diverse broker-dealer to the action. On February 22, 2006, the case was removed by the defendants to United States District Court for the District of Massachusetts on the basis of diversity jurisdiction, but the defendants alleged that the only non-diverse party had been fraudulently joined by the Plaintiff. On February 27, 2006, a motion to dismiss was filed by the defendants in the District Court. On April 12, 2006, the District Court affirmed its jurisdiction over the case, and dismissed the non-diverse party. On January 10, 2007, the District Court dismissed Plaintiff’s unjust enrichment case, but denied the motion of the defendants to dismiss as to the remaining claims. Presently, attorneys for the parties are involved in discovery, with a magistrate judge having decided motions to compel brought by the parties during the summer of 2007. A new scheduling order is in the process of being developed by the parties for approval by the District Court. No trial date has been set.
On March 20, 2007, the Plaintiff commenced a derivative action, in Suffolk Superior Court, Commonwealth of Massachusetts. Paul Bergeron v. Ridgewood Electric Power Trust V, et al., Suffolk Superior Court, Docket No. 07-1205 BLS1 (“Bergeron II”). The Plaintiff joined the Fund and affiliated entities, including the Managing Shareholder and a person who is an officer of the Managing Shareholder, alleging that the allocation of the proceeds from the sale of certain assets of the Fund and affiliated entities to an unaffiliated entity was unfair and sought an injunction prohibiting the distribution to shareholders of such proceeds. The Superior Court denied the request by the Plaintiff for an injunction. The case was then removed by the defendants to the same District Court as Bergeron I, but the District Court remanded the case to Massachusetts Superior Court on July 5, 2007, where it is presently pending. On February 29, 2008, the Plaintiff filed an amended complaint in Bergeron II adding two additional investors, one in Trust V and one in the Fund , as additional plaintiffs. On March 12, 2008, the defendants’ Motion to Dismiss Bergeron as a plaintiff in the Bergeron II matter due to potential conflicts he has with the Bergeron I matter was denied by the Superior Court. Discovery will now begin in the Bergeron II matter. No trial date has been set.
All defendants in Bergeron I and Bergeron II deny the allegations and intend to defend both actions vigorously.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors disclosed in the Fund’s 2006 Form 10-K.
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.
ITEM 6. EXHIBITS
| Exhibit Index | Description | |
| 31.1 | * | Certification of Randall D. Holmes, Chief Executive Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a). |
| 31.2 | * | Certification of Jeffrey H. Strasberg, Chief Financial Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a). |
| 32 | * | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief Executive Officer of the Registrant, and Jeffrey H. Strasberg, Chief Financial Officer of the Registrant. |
_____________________
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE RIDGEWOOD POWER GROWTH FUND | |||
| Date: March 19, 2008 | By: | /s/ Randall D. Holmes | |
| Randall D. Holmes | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| Date: March 19, 2008 | By: | /s/ Jeffrey H. Strasberg | |
| Jeffrey H. Strasberg | |||
| Executive Vice President and Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) | |||
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