Exhibit 99.1
RIDGEWOOD ELECTRIC POWER TRUST V
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2006 have been derived from the historical consolidated financial statements of Ridgewood Electric Power Trust V (the “Trust”) to give effect to the sale (the “Sale”) of the interests of Ridgewood UK, LLC (“RUK”) in CLPE Holdings Limited (“CLPE”). RUK is a Delaware limited liability company owned 69.6% by the Trust and 30.4% by The Ridgewood Power Growth Fund (the “Fund”). The sale of the shares of CLPE was completed on February 22, 2007 subject to the terms and conditions set forth in the Sale Agreement and the Sellers Agreement, both dated January 23, 2007.
The unaudited pro forma condensed consolidated balance sheet as of December 31, 2006 gives effect to the Sale as if the Sale had occurred on December 31, 2006. Pro forma adjustments reflect the removal of assets, liabilities and equity of CLPE at December 31, 2006. Pro forma adjustments also reflect the cash proceeds to the Trust from the Sale of $35,885,000, which is net of transaction costs and minority interest payments to the Fund, and includes cash received from RUK resulting from the termination of certain sharing agreements between RUK and Ridgewood Renewable PowerBank LLC, Ridgewood Renewable PowerBank II LLC, Ridgewood Renewable PowerBank III LLC and Ridgewood Renewable PowerBank IV LLC, which occurred in connection with, and at the time of, the Sale.
The unaudited pro forma condensed consolidated statement of operations giving effect to the Sale for the year ended December 31, 2006 reflects adjustments as if the Sale had taken place on January 1, 2006. The gain from the Sale, and the termination of the RUK sharing agreements mentioned above, are not included in the consolidated statement of operations due to their nonrecurring nature.
The unaudited pro forma adjustments are based upon available information and certain assumptions that the Trust believes are reasonable.
The unaudited pro forma condensed consolidated financial statements are for information purposes only and are not intended to represent or be indicative of the consolidated results of operations or financial position that would have been reported had the Sale been completed on the dates indicated, and should not be taken as representative of future consolidated results of operations or financial position of the Trust.
RIDGEWOOD ELECTRIC POWER TRUST V
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited, in thousands, except per share data and share data)
Year Ended December 31, 2006 | ||||||||||||
Pro Forma | Total | |||||||||||
Historical | Adjustments | Pro Forma | ||||||||||
Revenues | $ | 44,751 | $ | (44,751 | ) | $ | - | |||||
Cost of revenues | 36,872 | (36,872 | ) | - | ||||||||
Gross profit | 7,879 | (7,879 | ) | - | ||||||||
Operating expenses | ||||||||||||
General and administrative expenses | 1,805 | (889 | ) | 916 | ||||||||
Management fee to the Managing Shareholder | 2,332 | - | 2,332 | |||||||||
Impairment of plant and equipment | 1,210 | (1,210 | ) | - | ||||||||
Total operating expenses | 5,347 | (2,099 | ) | 3,248 | ||||||||
Income from operations | 2,532 | (5,780 | ) | (3,248 | ) | |||||||
Other income (expense): | ||||||||||||
Interest income | 846 | (400 | ) | 446 | ||||||||
Interest expense | (6,700 | ) | 6,585 | (115 | ) | |||||||
Equity in income (loss) of investments | 2,083 | - | 2,083 | |||||||||
Other expense, net | (191 | ) | 191 | - | ||||||||
Total other expense, net | (3,962 | ) | 6,376 | 2,414 | ||||||||
Loss before income tax and minority interest | (1,430 | ) | 596 | (834 | ) | |||||||
Income tax expense | 941 | (941 | ) | - | ||||||||
Loss before minority interest | (2,371 | ) | 1,537 | (834 | ) | |||||||
Minority interest in the loss of subsidiaries | 299 | (299 | ) | - | ||||||||
Net loss | $ | (2,072 | ) | $ | 1,238 | $ | (834 | ) | ||||
Managing Shareholder - Net loss | $ | (21 | ) | $ | 13 | $ | (8 | ) | ||||
Shareholders - Net loss | (2,051 | ) | 1,225 | (826 | ) | |||||||
Net loss per Investor Share | (2,199 | ) | 1,314 | (885 | ) | |||||||
Investor Shares outstanding | 932.8875 | 932.8875 | 932.8875 |
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
RIDGEWOOD ELECTRIC POWER TRUST V
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited, in thousands)
December 31, 2006 | ||||||||||||
Pro Forma | Total | |||||||||||
Historical | Adjustments | Pro Forma | ||||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 7,498 | $ | 28,785 | $ | 36,283 | ||||||
Restricted cash | 2,484 | (2,484 | ) | - | ||||||||
Accounts receivable | 4,438 | (4,438 | ) | - | ||||||||
Unbilled receivables | 7,642 | (7,642 | ) | - | ||||||||
Due from affiliates | 2,575 | (1,343 | ) | 1,232 | ||||||||
Inventory | 994 | (994 | ) | - | ||||||||
Prepaid expenses and other current assets | 297 | (271 | ) | 26 | ||||||||
Total current assets | 25,928 | 11,613 | 37,541 | |||||||||
Notes receivable - affiliates | 4,859 | - | 4,859 | |||||||||
Investments | 8,657 | - | 8,657 | |||||||||
Plant and equipment, net | 61,900 | (61,900 | ) | - | ||||||||
Intangibles, net | 12,571 | (12,571 | ) | - | ||||||||
Deferred financing costs, net | 423 | (423 | ) | - | ||||||||
Other assets | 285 | - | 285 | |||||||||
Total assets | $ | 114,623 | $ | (63,281 | ) | $ | 51,342 | |||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||
Current liabilities: | ||||||||||||
Accounts payable | $ | 1,713 | $ | (1,620 | ) | $ | 93 | |||||
Accrued expenses | 17,980 | (17,980 | ) | - | ||||||||
Revolving credit facility | 2,351 | (2,351 | ) | - | ||||||||
Long-term debt - current portion | 2,300 | (2,300 | ) | - | ||||||||
Capital lease obligations - current portion | 5,407 | (5,407 | ) | - | ||||||||
Construction advances - current portion | 589 | (589 | ) | - | ||||||||
Due to affiliates | 291 | - | 291 | |||||||||
Total current liabilities | 30,631 | (30,247 | ) | 384 | ||||||||
Long-term debt - noncurrent portion | 16,982 | (16,982 | ) | - | ||||||||
Capital lease obligations - noncurrent portion | 43,455 | (43,455 | ) | - | ||||||||
Construction advances - noncurrent portion | 9,235 | (9,235 | ) | - | ||||||||
Deferred income taxes | 1,548 | (1,548 | ) | - | ||||||||
Total liabilities | 101,851 | (101,467 | ) | 384 | ||||||||
Shareholders’ equity | 12,772 | 38,186 | 50,958 | |||||||||
Total liabilities and shareholders’ equity | $ | 114,623 | $ | (63,281 | ) | $ | 51,342 |
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.