UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 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: 0-25430
RIDGEWOOD ELECTRIC POWER TRUST IV
(Exact Name of Registrant as Specified in Its Charter)
Delaware | | 22-3324608 |
(State of Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
1314 King Street, Wilmington, Delaware | | 19801 |
(Address of Principal Executive Offices) | | (Zip Code) |
| (302) 888-7444 | |
| (Issuer’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 o No x
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 December 31, 2007, there were 476.8875 Investor Shares outstanding.
FORM 10-Q
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PART I. | FINANCIAL INFORMATION | | Page |
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PART II. | OTHER INFORMATION | | |
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RIDGEWOOD ELECTRIC POWER TRUST IV | |
CONDENSED CONSOLIDATED BALANCE SHEETS | |
(in thousands, except share data) | |
| | | | | | |
| | June 30, | | | December 31, | |
| | 2007 | | | 2006 | |
ASSETS | | (unaudited) | | | | |
Current assets: | | | | | | |
Cash | | $ | 158 | | | $ | 819 | |
Accounts receivable | | | 3,897 | | | | 2,252 | |
Due from affiliates | | | 95 | | | | 59 | |
Prepaid expenses and other current assets | | | 121 | | | | 80 | |
Total current assets | | | 4,271 | | | | 3,210 | |
Notes receivable, affiliates | | | 5,061 | | | | 4,859 | |
Investments | | | 5,421 | | | | 4,776 | |
Plant and equipment, net | | | 8,192 | | | | 8,561 | |
Intangibles, net | | | 1,556 | | | | 1,857 | |
Other assets | | | 430 | | | | 405 | |
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Total assets | | $ | 24,931 | | | $ | 23,668 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 210 | | | $ | 432 | |
Accrued royalty expense | | | 562 | | | | 451 | |
Due to affiliates | | | 1,279 | | | | 285 | |
Total current liabilities | | | 2,051 | | | | 1,168 | |
Minority interest | | | 4,653 | | | | 4,566 | |
Total liabilities | | | 6,704 | | | | 5,734 | |
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Commitments and contingencies | | | | | | | | |
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Shareholders’ equity (deficit): | | | | | | | | |
Shareholders’ equity (476.8875 Investor Shares issued and outstanding) | | | 18,314 | | | | 18,024 | |
Managing Shareholder’s accumulated deficit (1 management share issued and outstanding) | | | (87 | ) | | | (90 | ) |
Total shareholders’ equity | | | 18,227 | | | | 17,934 | |
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Total liabilities and shareholders’ equity | | $ | 24,931 | | | $ | 23,668 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
RIDGEWOOD ELECTRIC POWER TRUST IV | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |
(unaudited, in thousands, except per share data) | |
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| | Six Months Ended June 30, | | | Three Months Ended June 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
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Power generation revenue | | $ | 3,803 | | | $ | 3,763 | | | $ | 1,919 | | | $ | 1,884 | |
Renewable attribute revenue | | | 2,572 | | | | 1,947 | | | | 1,300 | | | | 958 | |
Sublease revenue | | | 292 | | | | 288 | | | | 146 | | | | 144 | |
Total revenues | | | 6,667 | | | | 5,998 | | | | 3,365 | | | | 2,986 | |
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Cost of revenues | | | 4,996 | | | | 4,501 | | | | 2,597 | | | | 2,337 | |
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Gross profit | | | 1,671 | | | | 1,497 | | | | 768 | | | | 649 | |
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Operating expenses: | | | | | | | | | | | | | | | | |
General and administrative expenses | | | 370 | | | | 112 | | | | 251 | | | | 45 | |
Management fee to the Managing Shareholder | | | 268 | | | | 268 | | | | 134 | | | | 134 | |
Total operating expenses | | | 638 | | | | 380 | | | | 385 | | | | 179 | |
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Income from operations | | | 1,033 | | | | 1,117 | | | | 383 | | | | 470 | |
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Other income (expense): | | | | | | | | | | | | | | | | |
Interest income, affiliates | | | 213 | | | | 218 | | | | 106 | | | | 106 | |
Interest expense | | | - | | | | (26 | ) | | | - | | | | (14 | ) |
Equity in income of Maine Hydro | | | 548 | | | | 755 | | | | 320 | | | | 379 | |
Equity in income (loss) of Indeck Maine | | | 448 | | | | (191 | ) | | | 261 | | | | (321 | ) |
Other income | | | 11 | | | | - | | | | 11 | | | | - | |
Total other income, net | | | 1,220 | | | | 756 | | | | 698 | | | | 150 | |
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Income before minority interest | | | 2,253 | | | | 1,873 | | | | 1,081 | | | | 620 | |
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Minority interest in the earnings of subsidiaries | | | (515 | ) | | | (532 | ) | | | (210 | ) | | | (227 | ) |
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Net income | | $ | 1,738 | | | $ | 1,341 | | | $ | 871 | | | $ | 393 | |
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Managing Shareholder – Net income | | $ | 17 | | | $ | 13 | | | $ | 8 | | | $ | 4 | |
Shareholders – Net income | | | 1,721 | | | | 1,328 | | | | 863 | | | | 389 | |
Net income per Investor Share | | | 3,608 | | | | 2,784 | | | | 1,809 | | | | 816 | |
Distributions per Investor Share | | | 3,000 | | | | 3,000 | | | | 1,000 | | | | 1,500 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
RIDGEWOOD ELECTRIC POWER TRUST IV | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |
(unaudited, in thousands) | |
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| | Six Months Ended June 30, | |
| | 2007 | | | 2006 | |
Cash flows from operating activities: | | | | | | |
Net cash provided by operating activities | | $ | 1,241 | | | $ | 2,093 | |
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Cash flows from investing activities: | | | | | | | | |
Proceeds from notes receivable, affiliates | | | - | | | | 207 | |
Capital expenditures | | | (29 | ) | | | - | |
Net cash (used in) provided by investing activities | | | (29 | ) | | | 207 | |
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Cash flows from financing activities: | | | | | | | | |
Cash distribution to minority interest | | | (428 | ) | | | (178 | ) |
Cash distribution to shareholders | | | (1,445 | ) | | | (1,446 | ) |
Net cash used in financing activities | | | (1,873 | ) | | | (1,624 | ) |
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Net (decrease) increase in cash | | | (661 | ) | | | 676 | |
Cash, beginning of period | | | 819 | | | | 639 | |
Cash, end of period | | $ | 158 | | | $ | 1,315 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
RIDGEWOOD ELECTRIC POWER TRUST IV
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 Electric Power Trust IV (the “Trust”) 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 Trust’s accounting policies and estimates disclosed in its 2006 Form 10-K.
In the opinion of management, the condensed consolidated financial statements as of June 30, 2007, and for the six and three month periods ended June 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 six and three month periods ended June 30, 2007 and 2006 are not necessarily indicative of the results to be expected for the full year or any other period.
2. DESCRIPTION OF BUSINESS
The Trust is a Delaware trust formed in September 1994. The Trust began offering shares on February 6, 1995 and concluded its offering on September 30, 1996. 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 (“RRP” or the “Managing Shareholder”).
The Trust has been organized to invest primarily in independent power generation facilities and other infrastructure projects in the US. The projects owned by the Trust have characteristics that qualify the projects for government incentives. Among the incentives are ancillary revenue opportunities related to the fuel used by the power plants.
The Trust’s accompanying condensed consolidated financial statements include the financial statements of Ridgewood Providence Power Partners, L.P. (“Ridgewood Providence”). The Trust’s condensed consolidated financial statements also include the Trust’s 50% interest in Ridgewood Maine Hydro Partners, L.P. (“Maine Hydro”) and its 25% interest in Ridgewood Indeck Maine Energy, LLC (“Indeck Maine”) which are accounted for under the equity method of accounting as the Trust has the ability to exercise significant influence but does not control the operating and financial policies of these entities.
The Trust owns 64.3% interest in Ridgewood Providence and the remaining 35.7% minority interest is owned by Ridgewood Electric Power Trust III (“Trust III”). The interest of Trust III is presented as minority interest in the condensed consolidated balance sheets and statements of operations.
In January 2008, the Managing Shareholder announced that it intends to market Maine Hydro and Indeck Maine for sale.
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 FASB 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. FIN 48 became effective for the Trust January 1, 2007. The Trust adopted FIN 48 effective January 1, 2007 with no impact on its condensed consolidated financial statements.
RIDGEWOOD ELECTRIC POWER TRUST IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
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 be effective for the Trust beginning January 1, 2008. The Trust 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 be effective for the Trust beginning January 1, 2008. The Trust 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 become effective for the Trust beginning January 1, 2009. The Trust is currently evaluating the impact of adopting SFAS 160 on its condensed consolidated financial statements.
4. INVESTMENTS
Maine Hydro
Summarized statements of operations data for Maine Hydro for the six and three months ended June 30, 2007 and 2006 is as follows:
| | Six Months Ended June 30, | | | Three Months Ended June 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
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Revenues | | $ | 2,764 | | | $ | 3,031 | | | $ | 1,521 | | | $ | 1,511 | |
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Gross profit | | | 1,344 | | | | 1,583 | | | | 762 | | | | 787 | |
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Income from operations | | | 1,096 | | | | 1,545 | | | | 640 | | | | 778 | |
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Net income | | $ | 1,096 | | | $ | 1,511 | | | $ | 640 | | | $ | 759 | |
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Trust share of income in Maine Hydro | | $ | 548 | | | $ | 755 | | | $ | 320 | | | $ | 379 | |
RIDGEWOOD ELECTRIC POWER TRUST IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
Indeck Maine
Summarized statements of operations data for Indeck Maine for the six months and three months ended June 30, 2007 and 2006 is as follows:
| | Six Months Ended June 30, | | | Three Months Ended June 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
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Revenues | | $ | 18,329 | | | $ | 15,685 | | | $ | 9,194 | | | $ | 7,339 | |
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Gross profit (loss) | | | 2,172 | | | | 764 | | | | 1,129 | | | | (78) | |
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Income (loss) from operations | | | 1,909 | | | | 641 | | | | 1,013 | | | | (148) | |
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Net income (loss) | | $ | 1,185 | | | $ | (102 | ) | | $ | 654 | | | $ | (514) | |
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Trust share of income (loss) in Indeck Maine | | $ | 448 | | | $ | (191 | ) | | $ | 261 | | | $ | (321) | |
The Trust assigned the excess purchase price over the net assets acquired to fixed assets. The Trust depreciates the fixed assets over their remaining useful lives using the unit of production method. Depreciation expense of $145 and $140 for the six months ended June 30, 2007 and 2006, respectively, and depreciation expense of $67 and $64 for the three months ended June 30, 2007 and 2006, respectively, is included in the equity income (loss) from Indeck Maine in the condensed consolidated statements of operations.
5. COMMITMENTS AND CONTINGENCIES
Ridgewood Providence and several of its affiliates have an agreement with a power marketer for which they are committed to sell a portion of their renewable portfolio standard attributes ("RPS Attributes") derived from their electric generation. The agreement provides such power marketer with six separate annual options to purchase such RPS Attributes from 2004 through 2009 at fixed prices, as defined. If Ridgewood Providence and its affiliates fail to supply the required number of RPS Attributes, penalties may be imposed. In accordance with the terms of the agreement, if the power marketer elects to exercise an annual option and Ridgewood Providence and its affiliates produce no renewable attributes for such option year, Ridgewood Providence and its affiliates face a maximum penalty, which is adjusted annually for the change in the consumer price index, among other things, of approximately $3,800 measured using current factors, for that option year and any other year in which an option has been exercised and no renewable attributes have been produced. Pursuant to the agreement, Ridgewood Providence and Indeck Maine are liable for 8% and 70% of the total penalty, respectively, but each may be liable up to 100% in the event of the default of its affiliates. In the fourth quarters of 2007 and 2006, the power marketer notified Ridgewood Providence and its affiliates that it has elected to purchase the output for 2008 and 2007, respectively, as specified in the agreement. As of June 30, 2007 and 2006, Ridgewood Providence satisfied and delivered RPS Attributes as prescribed in the agreements and therefore no penalties were incurred.
On August 16, 2006, the Managing Shareholder and affiliates of the Trust filed lawsuits against the former independent registered public accounting firm for the Trust, 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 Trust and its affiliates alleging breach of contract due to unpaid invoices. 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 Trust.
RIDGEWOOD ELECTRIC POWER TRUST IV
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
The Trust 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 Trust 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 Trust, 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 financial statements.
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 June 30, 2007 is intended to help readers analyze the accompanying condensed consolidated financial statements, notes and other supplemental information contained in this document. Results of operations for the six and three month periods ended June 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 Trust’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 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 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 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 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 Trust’s 2006 Form 10-K. The Trust 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 Trust’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 Trust 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 Trust’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 Trust’s critical accounting policies and estimates disclosed in its 2006 Form 10-K.
Results of Operations and Changes in Financial Condition
Six months ended June 30, 2007 compared to the six months ended June 30, 2006
Revenues increased by $0.7 million, or 11.2%, from $6 million in the first six months of 2006 to $6.7 million for the same period in 2007. The increase was primarily due to higher renewable attribute revenue resulting from higher prices in the Connecticut market in the first half of 2007 as compared to the first half of 2006.
Cost of revenues increased by $0.5 million, or 11%, from $4.5 million in the first six months of 2006 to $5 million for the same period in 2007. This increase in the first six months of 2007 was primarily attributable to $0.3 million higher royalty expense driven by increased renewable attribute revenues and $0.2 million higher spare parts expense.
Gross profit increased by $0.2 million, or 11.6%, from $1.5 million in the first six months of 2006 to $1.7 million for the same period in 2007 primarily due to increased revenues partially offset by increased cost of revenues.
General and administrative expenses increased by $0.3 million from $0.1 million for the six months ended June 30, 2006 to $0.4 million for the same period in 2007. The increase was primarily attributable to higher professional fees.
For the first half of 2007, the Trust recorded equity income of $0.5 million from its investment in Maine Hydro compared to equity income of $0.8 million for the same period in 2006. The decrease of approximately $0.3 million was primarily related to decreased energy revenues resulting from lower production in the first half of 2007 as compared to the first half of 2006.
For the first half of 2007, the Trust recorded equity income of $0.4 million from its investment in Indeck Maine compared to equity loss of $0.2 million for the same period in 2006. The increase in equity income of $0.6 million during the first six months of 2007 was primarily due to increased gross profit resulting from higher production and electricity prices as compared to the first six months of 2006.
Total assets at June 30, 2007 were $24.9 million, an increase of approximately $1.2 million from the December 31, 2006 balance of $23.7 million. This increase was primarily due to increases of $1.6 million in accounts receivable, $0.6 million in investments and $0.2 million in notes receivable, partially offset by decreases of $0.6 million in cash, $0.3 million in plant and equipment and $0.3 million in intangibles. Total liabilities increased by $1 million from $5.7 million at December 31, 2006 to $6.7 million at June 30, 2007, primarily due to an increase in due to affiliates needed by the Trust to offset the increase in accounts receivable.
Three months ended June 30, 2007 compared to the three months ended June 30, 2006
Revenues increased by $0.4 million, or 12.7%, from $3 million in the second quarter of 2006 to $3.4 million for the same period in 2007. The increase was primarily due to higher renewable attribute revenue resulting from higher prices in the Connecticut market in the second quarter of 2007 as compared to the second quarter of 2006.
Cost of revenues increased by $0.3 million, or 11.1%, from $2.3 million in the second quarter of 2006 to $2.6 million for the same period in 2007. This increase in the second quarter of 2007 was primarily attributable to $0.2 million higher royalty expense driven by increased renewable attribute revenues and $0.1 million higher spare parts expense.
Gross profit increased by approximately $0.2 million, or 18.3%, from $0.6 million in the second quarter of 2006 to $0.8 million for the same period in 2007 primarily due to increased revenues partially offset by increased cost of revenues.
In the second quarter of 2007, the Trust recorded equity income of $0.3 million from its investment in Indeck Maine compared to equity loss of $0.3 million for the same period in 2006. The increase in equity income of $0.6 million in the second quarter of 2007 was primarily due to increased gross profits resulting from higher production and electricity prices as compared to the second quarter of 2006.
Liquidity and Capital Resources
Six months ended June 30, 2007 compared to the six months ended June 30, 2006
At June 30, 2007, the Trust had cash of $0.2 million, a decrease of approximately $0.6 million from $0.8 million at December 31, 2006. The cash flows for the six months ended June 30, 2007 were $1.3 million provided by operating activities offset by $29,000 used in investing activities and $1.9 million used in financing activities.
Cash provided by operating activities for the six months ended June 30, 2007 was $1.3 million compared to $2.1 million for the same period in 2006. The decrease of approximately $0.8 million in cash flow in the first half of 2007 was primarily due to increases in accounts receivable partially offset by increased net due to/from affiliates.
Cash used in investing activities for the six months ended June 30, 2007 was $29,000 compared to cash provided of $0.2 million for the same period in 2006. The cash used in the first half of 2007 represents $29,000 of capital expenditures and the cash provided for the same period in 2006 represents proceeds of $0.2 million from the loan to Ridgewood Power B Fund/Providence Expansion.
Cash used in financing activities for the first half of 2007 was $1.9 million compared to $1.6 million for the same period in 2006. In the first half of 2007, cash used in financing activities included $1.5 million and $0.4 million in cash distributions to shareholders and minority interest, respectively. For the first six months of 2006, financing activities included $1.4 million and $0.2 million in cash distributions to shareholders and minority interest, respectively.
Future Liquidity and Capital Resource Requirements
The Trust expects cash flows from operating activities, along with existing cash 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 Trust’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 Trust’s Chief Executive Officer and Chief Financial Officer evaluate the effectiveness of the Trust’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 with the 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 Trust as of June 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 Trust 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 that would enable the Trust to meet its financial reporting and disclosure obligations in an efficient and timely manner. |
As a result of these weaknesses, the Trust has not timely met its reporting obligations under the Exchange Act.
During the quarter ended June 30, 2007, the Trust appointed a new Chief Financial Officer who is a Certified Public Accountant with approximately 29 years of professional accounting experience, including prior experiences as a financial officer of publicly traded companies.
Since the review, the Trust has implemented the following to address the above weaknesses:
| · | Increased the number of degreed accountants. Additional staff expansion is underway. |
| · | During the fourth quarter of 2007, the Trust expanded its disclosure controls and procedures. The Trust documented many of its existing informal procedures, established a compliance-focused disclosure committee, formalized monthly closing procedures, and implemented a corporate whistleblower policy. |
The Trust 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 Trust’s delinquencies in meeting its filing deadlines under the Exchange Act, the Trust expects these deficiencies to continue to be material weaknesses at least until such time as the Trust is no longer delinquent in its Exchange Act filings.
The Trust’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Trust’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 Trust’s disclosure controls and procedures were not effective.
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, 2007 that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material changes to the legal proceedings disclosed in the Trust’s 2006 Form 10-K.
There have been no material changes from the risk factors disclosed in the Trust’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.
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 IV |
| | |
| | |
Date: February 20, 2008 | By: | /s/ Randall D. Holmes |
| | Randall D. Holmes |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
Date: February 20, 2008 | By: | /s/ Jeffrey H. Strasberg |
| | Jeffrey H. Strasberg |
| | Executive Vice President and Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |