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 June 30, 2010 | |
| 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: 0-24143
RIDGEWOOD ELECTRIC POWER TRUST V
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 22-3437351 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 1314 King Street, Wilmington, DE | 19801 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| (302) 888-7444 | ||
| (Registrant’s Telephone Number, Including Area Code) |
| Not Applicable | ||
| (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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
| (Do not check if a smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
As of July 31, 2010, there were 932.8877 Investor Shares outstanding.
TABLE OF CONTENTS
| PART I. | FINANCIAL INFORMATION | Page |
| 1 | ||
| 6 | ||
| 7 | ||
| 7 | ||
| PART II. | OTHER INFORMATION | |
| 8 | ||
| 8 | ||
| 8 | ||
| 8 | ||
| 8 | ||
| 8 | ||
| 8 | ||
| 9 | ||
PART I. FINANCIAL INFORMATION
| RIDGEWOOD ELECTRIC POWER TRUST V | ||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF NET ASSETS | ||||||||
| (Liquidation Basis) | ||||||||
| (in thousands) | ||||||||
| June 30, | December 31, | |||||||
| 2010 | 2009 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 1,960 | $ | 2,024 | ||||
| Prepaid expenses and other current assets | 106 | 442 | ||||||
| Total current assets | 2,066 | 2,466 | ||||||
| Investment | - | 1,601 | ||||||
| Total assets | $ | 2,066 | $ | 4,067 | ||||
| LIABILITIES AND NET ASSETS | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 717 | $ | 861 | ||||
| Due to affiliates | 1,313 | 1,958 | ||||||
| Total liabilities | $ | 2,030 | $ | 2,819 | ||||
| Net assets in liquidation | $ | 36 | $ | 1,248 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| RIDGEWOOD ELECTRIC POWER TRUST V | ||||
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS | ||||
| FOR THE PERIOD ENDED JUNE 30, 2010 | ||||
| (Liquidation Basis) | ||||
| (unaudited, in thousands, except per share data) | ||||
| Net assets in liquidation at December 31, 2009 | $ | 1,248 | ||
| Investment income in unconsolidated entities | 44 | |||
| Loss on disposal of REFI | (15 | ) | ||
| Adjustment to estimated management fees to be incurred during liquidation | (375 | ) | ||
| Adjustment to liquidation accruals | (50 | ) | ||
| Net assets in liquidation at March 31, 2010 | 852 | |||
| Distribution to shareholders | (466 | ) | ||
| Estimated Special Litigation Committee expenses | (350 | ) | ||
| Net assets in liquidation at June 30, 2010 | $ | 36 | ||
| Distributions per Investor Share during six and three months ended June 30, 2010 | $ | 500 | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
RIDGEWOOD ELECTRIC POWER TRUST V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
1. DESCRIPTION OF BUSINESS
Ridgewood Electric Power Trust V (the "Trust") is a Delaware trust formed on March 14, 1996. The Trust began offering shares in April 1996 and concluded its offering in April 1998. The objective of the Trust is to provide benefits to its shareholders through a combination of distributions of operating cash flow and capital appreciation. The Managing Shareholder of the Trust is Ridgewood Renewable Power LLC, a New Jersey limited liability company (the “Managing Shareholder” or “RRP”). Historically, the Trust focused primarily on independent power generation facilities, water desalinization plants and other infrastructure projects both in the US and abroad.
The Trust’s accompanying condensed consolidated financial statements include the accounts of the Trust. The Trust owned a 14.1% interest in Ridgewood Near East Holding LLC (“NEH”), accounted for under the equity method of accounting.
On March 2, 2010, NEH sold its interests in its wholly owned subsidiary, Ridgewood Egypt for Infrastructure LLC (Egypt) (“REFI”), the final operating asset of the Trust, as further discussed in Note 4.
On December 22, 2008, the Trust’s Plan of Liquidation and Dissolution of Ridgewood Electric Power Trust V (the “Plan of Dissolution”) became effective. Under the Plan of Dissolution, the business of the Trust shifted, and became limited to the disposal of its remaining assets and resolution of its remaining liabilities. Upon the completion of these activities, if successful, the Managing Shareholder expects to distribute any remaining cash to the Trust’s shareholders and then proceed to terminate the Trust and its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trust is required to make adequate provisions to satisfy its known and unknown liabilities, which could substantially delay or limit the Trust’s ability to make future distributions to shareholders. The process of accounting for the Trust’s liabilities, including those that are presently unknown, may involve difficult valuation decisions, which could adversely impact the amount or timing of any future distributions by the Trust.
The Plan of Dissolution gives sole authority to the Managing Shareholder to conduct the Trust’s dissolution, liquidation and termination without additional shareholder approval. As of August 4, 2010, the Trust has not been liquidated primarily due to on-going litigation discussed in Note 6. The Managing Shareholder is unable to estimate when this litigation will be resolved and what financial impact the litigation will have on the Trust’s net assets.
The Trust has evaluated subsequent events and transactions through the date of the issuance of its financial statements, and concluded that there were no such events or transactions that require adjustment to, or disclosure in the notes to, the condensed consolidated financial statements.
2. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules of the United States Securities and Exchange Commission (the “SEC”) and, in the opinion of management, include all adjustments that are necessary for a fair presentation of the consolidated financial statements. 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 (“GAAP”) have been condensed or omitted pursuant to SEC rules. These condensed consolidated financial statements should be read in conjunction with the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 31, 2010 (the “20 09 Form 10-K”). No significant changes have been made to the Trust’s accounting policies and estimates disclosed in its 2009 Form 10-K.
Upon the effectiveness of the Trust’s Plan of Dissolution on December 23, 2008, the Trust prepared its consolidated financial statements on liquidation basis of accounting. This basis of accounting is considered appropriate when, among other things, liquidation of the Trust is probable. Under this basis of accounting, assets are valued at their net realizable values and liabilities are valued at their estimated settlement amounts. However, prior to their respective sales, the Trust was not able to reasonably estimate the net realizable value of its investments. As a result, investment assets were accounted for using the going concern basis of accounting, which contemplates realization of assets and satisfaction of liabilities in the normal course of business. The valuation of assets and liabilities requires management to make signi ficant estimates and assumptions. Upon conversion to the liquidation basis of accounting, the Trust accrued known estimated values of assets expected to be received and known estimated costs to be incurred in liquidation. On an ongoing basis, the Trust evaluates the estimates and assumptions that can have a significant impact on the Trust’s reported net assets in liquidation. Actual amounts may differ materially and adversely from these estimates.
RIDGEWOOD ELECTRIC POWER TRUST V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
3. CASH AND CASH EQUIVALENTS
The Trust considers all highly liquid investments with maturities, when purchased, of three months or less as cash and cash equivalents. At June 30, 2010, cash and cash equivalents exceeded federal insured limits by $1,493, all of which was invested either in US Treasury bills or money market accounts that invest solely in US government securities.
4. INVESTMENT
The Trust owned 14.1%, The Ridgewood Power Growth Fund (“Growth Fund”) owned 68.1%, and the Ridgewood/Egypt Fund (“Egypt Fund”) owned 17.8% of NEH. On December 10, 2009, NEH entered into a sale and purchase agreement whereby, NEH received a return of a portion of its investments and simultaneously disposed of all of its interest, in REFI for cash. In February 2010, the Managing Shareholder, on behalf of the Growth Fund and the Egypt Fund, solicited the approval of the Investor Shares for the sale of the Egypt business. The shareholders of both the Growth Fund and the Egypt Fund approved the transaction, and on March 2, 2010, NEH received gross proceeds, prior to expenses, of $13,000; of which $1,833 was allocated to the Trust. The Trust recorded a loss of $15 on the disposition of REFI, which is included in the ac companying consolidated statements of changes in net assets.
Summarized statements of operations data for NEH for the period from January 1, 2010 to March 2, 2010 and for the six and three months ended June 30, 2009 were as follows:
| Period Ended | Six Months Ended | Three Months Ended | ||||||||||
| March 2, 2010 | June 30, 2009 | June 30, 2009 | ||||||||||
| Revenues | $ | 1,939 | $ | 5,947 | $ | 3,338 | ||||||
| Gross profit | 323 | 2,186 | 1,312 | |||||||||
| Income from operations | 66 | 1,038 | 760 | |||||||||
| Net income | 313 | 657 | 528 | |||||||||
| Trust share of income in NEH | 44 | 92 | 75 | |||||||||
5. TRANSACTIONS WITH MANAGING SHAREHOLDER AND AFFILIATES
The Trust records short-term payables to and receivables from certain of its affiliates in the ordinary course of business. The amounts payable to and receivable from its affiliates, other than amounts relating to management fees, do not bear interest. At June 30, 2010 and December 31, 2009, the Trust had outstanding payables to affiliates, including estimated amounts that may be incurred while the Trust is in liquidation, as follows:
| Due To | ||||||||
| June 30, | December 31, | |||||||
| 2010 | 2009 | |||||||
| Ridgewood Power Management LLC | $ | 34 | $ | 18 | ||||
| Ridgewood Renewable Power LLC | 1,279 | 1,790 | ||||||
| Growth Fund | - | 150 | ||||||
| $ | 1,313 | $ | 1,958 | |||||
RIDGEWOOD ELECTRIC POWER TRUST V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
6. COMMITMENTS AND CONTINGENCIES
On December 30, 2005, an investor in the Trust and several affiliated entities, Paul Bergeron, on behalf of himself and as Trustee for the Paul Bergeron Trust (“Bergeron”), filed a Complaint in the Federal District Court in Massachusetts. The action was brought against, among others, the Managing Shareholder and persons who are or were officers of the Managing Shareholder (the “Defendants”). In June 2009, this lawsuit was settled with the Managing Shareholder making a payment to Bergeron and purchasing its interests in funds managed by the Defendants. The amount of the settlement allocated to the Trust by the Managing Shareholder totaled $260.
On March 20, 2007, Bergeron commenced a derivative action on behalf of the Trust, in Suffolk County Superior Court, Commonwealth of Massachusetts. Bergeron joined the Trust 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 Trust and affiliated entities was unfair and sought an injunction prohibiting the distribution to shareholders of such proceeds. The Superior Court denied the request by the plaintiffs for an injunction. On February 29, 2008, the plaintiffs filed an amended complaint adding two additional investors, one in the Trust and one in Growth Fund, as the derivative plaintiffs. Discovery is ongoing and a trial is tentatively plann ed for January 2011, although no specific trial date has been scheduled. While Bergeron is no longer a party to the derivative action, the other plaintiff representatives continue to pursue this matter.
In May 2010, the Managing Shareholder formed a Special Litigation Committee comprised of two members independent of the Managing Shareholder, the Trust and Growth Fund. The charter of the committee is to perform an independent evaluation of the derivative action and, on behalf of the Trust and Growth Fund, make all trust decisions relative to the derivative action. The committee has retained counsel for the investigation and is in the process of reviewing documents and interviewing witnesses and has not yet completed its evaluation of the litigation. On June 7, 2010 the counsel for the Special Committee served a motion to stay further proceedings in the matter for four months after issuance of a court order on the motion to allow time for the Special Committee to complete its investigation and evaluation of the matter. Th e Special Committee's request for the stay is being opposed by the plaintiffs' counsel and the Court has not yet ruled on the Special Committee's request for a stay. The costs of the Special Committee are being borne by the Trust and the Growth Fund.
On August 16, 2006, the Trust and several affiliated entities, including the Managing Shareholder, filed lawsuits against the former independent registered public accounting firm for the Trust and several affiliated entities, Perelson Weiner LLP (“Perelson Weiner”), in New Jersey Superior Court. The suit alleged professional malpractice and breach of contract in connection with audit and accounting services performed for the Trust and other plaintiffs by Perelson Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against the Trust and other plaintiffs, alleging breach of contract due to unpaid invoices with a combined total of approximately $1,200. In May 2010, this lawsuit was settled with no financial impact to the Trust.
The Trust may become subject to legal proceedings involving ordinary and routine claims related to its business. The ultimate legal and financial liability with respect to all 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 Trust may be required to record additional litigation expense. While it is not possible to predict the outcome of the litigation discussed in this Note with certainty and some lawsuits, claims or proceedings may be disposed of unfavorably to the Trus t, based on its evaluation of matters which are pending or asserted, the Trust’s management believes the disposition of such matters will not have a material adverse effect on the Trust’s business or its financial condition or results of operations.
This discussion and analysis of the Trust as of June 30, 2010 is intended to help readers analyze the accompanying condensed consolidated financial statements, notes and other information contained in this document. This discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements, notes and other information included elsewhere in this report as well as the consolidated financial statements, notes and other information and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Trust’s 2009 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 Trust’s plans, objectives and expectations for future events and include statements about the Trust’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These statements are based upon management’s expectations, opinions and estimates as of the date they are made. Although management believes that the expectations, opinions and estimates 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 Trust’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:
| · | possible contingent liabilities and risks associated with the dissolution and liquidation of the Trust, including, without limitation, settlement of the Trust’s liabilities and obligations, and the outcome of the matters described in Part I, Item 1, Note 6. “Commitments and Contingencies” of this report, | |
| · | costs incurred in connection with the carrying out of the plan of liquidation and dissolution of the Trust, and | |
| · | the actual timing of the completion of the liquidation process, including the amount and timing of any liquidating distributions. |
Additional information concerning the factors that could cause actual results to differ materially from those in the forward-looking statements is contained in this report and in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the Trust’s 2009 Form 10-K. Any forward-looking statement that the Trust makes, speaks only as of the date of this report. The Trust undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors, as a result of new information, future events or otherwise, except as required by law.
Liquidation Basis of Accounting
Upon the effectiveness of the Trust’s Plan of Dissolution on December 23, 2008, the Trust prepared its consolidated financial statements on liquidation basis of accounting. This basis of accounting is considered appropriate when, among other things, liquidation of the Trust is probable. Under this basis of accounting, assets are valued at their net realizable values and liabilities are valued at their estimated settlement amounts. However, prior to their respective sales, the Trust was not able to reasonably estimate the net realizable value of its investments. As a result, investment assets were accounted for using the going concern basis of accounting, which contemplates realization of assets and satisfaction of liabilities in the normal course of business. The valuation of assets and liabilities requires management to make signi ficant estimates and assumptions.
Upon conversion to the liquidation basis of accounting, the Trust accrued known estimated values of assets expected to be received and known estimated costs to be incurred in liquidation. On an ongoing basis, the Trust evaluates the estimates and assumptions that can have a significant impact on the Trust’s reported net assets in liquidation. Actual amounts may differ materially and adversely from these estimates. If there are delays in liquidating the Trust, actual costs incurred during the liquidation process may increase, reducing net assets available in liquidation and for future distributions to shareholders.
Critical Accounting Policies and Estimates
The discussion and analysis of the Trust’s financial condition and results of operations are based upon the Trust’s condensed consolidated financial statements, which have been prepared in conformity with GAAP. In preparing these financial statements, the Trust is required to make certain estimates, judgments and assumptions that affect the reported amount of the Trust’s assets, liabilities, revenues and expenses including the disclosure of contingent assets and liabilities, as well as the reported amounts of changes in net assets. The estimates also affect the reported estimated value of net realizable assets and settlement of liabilities. The Trust evaluates these estimates and assumptions on an ongoing basis. The Trust bases its estimates and assumptions on historical experience and on various other factors that the Trust believes to be reasonable at the time the estimates and assumptions are made. However, future events and their effects cannot be predicted with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results may differ from these estimates and assumptions under different circumstances or conditions, and such differences may be material to the condensed consolidated financial statements. No material changes have been made to the Trust’s critical accounting policies and estimates disclosed in its 2009 Form 10-K.
Results of Operations and Changes in Financial Condition
During the second quarter of 2010, net assets in liquidation decreased by $0.8 million to $36,000, due to $0.5 million in shareholders distributions and $0.3 million for estimated Special Litigation Committee expenses.
Future Liquidity and Capital Resource Requirements
The Trust believes it has sufficient cash and cash equivalents to provide working capital for the next 12 months. The Trust intends to distribute excess cash to its shareholders after liquidating its assets and satisfying its liabilities.
Off-Balance Sheet Arrangements and Contractual Obligations
The Trust has no off-balance sheet arrangements as of the date of this report.
In April 2005, NEH agreed to a settlement with a consultant, whereby NEH was required to make quarterly payments of $30,000 for as long as the Egypt projects remained operational. At the time of the sale of the Egypt business, the total amount payable to the consultant was recorded at $0.8 million, which was subsequently adjusted to $0.5 million, per the terms of the settlement agreement. The difference of $0.3 million was written-off and the Trust included its share of the write-off in the equity income of NEH, which is included in the accompanying condensed consolidated statements of changes in net assets. One half of this obligation was paid in May 2010 and the balance is to be paid in January 2011. In addition, in November 2003, NEH agreed to a settlement with a consultant, whereby NEH made a single payment of $0.3 million and is req uired to make monthly installment payments of $8,000 until June 2013. In May 2010, the Trust transferred its share of these liabilities, and the cash needed to satisfy them to the Managing Shareholder.
Not required.
In accordance with Rule 13a-15(b) of the Exchange Act, the Trust’s management, with the participation of the Trust’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Trust’s disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e). Based on this evaluation, the Trust’s Chief Executive Officer and Chief Financial Officer concluded that the Trust’s disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by the Trust in reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed by the Trust is accumulated and communicate d to senior management so as to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
The Trust’s Chief Executive Officer and Chief Financial Officer have concluded that there was no change in the Trust'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 June 30, 2010 that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.
PART II. OTHER INFORMATION
For a discussion of developments regarding the Trust’s legal proceedings, see Note 6 “Commitments and Contingencies” in the notes to the condensed consolidated financial statements in Part I, Item 1 of this report.
Not required
None.
None.
None.
| Exhibit No. | 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.
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.
| RIDGEWOOD ELECTRIC POWER TRUST V | |||
| Date: August 4, 2010 | By: | /s/ Randall D. Holmes | |
| Randall D. Holmes | |||
| President and Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| Date: August 4, 2010 | By: | /s/ Jeffrey H. Strasberg | |
| Jeffrey H. Strasberg | |||
| Executive Vice President and Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) |
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