FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OFTHE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1999
Commission file Number 0-24240
RIDGEWOOD ELECTRIC POWER TRUST I
(Exact name of registrant as specified in its charter.)
Delaware 22-3105824
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
947 Linwood Avenue, Ridgewood, New Jersey 07450-2939
(Address of principal executive offices) (Zip Code)
(201) 447-9000
Registrant's telephone number, including area code:
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 [ ]
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Ridgewood Electric Power Trust I
Financial Statements
June 30, 1999
Ridgewood Electric Power Trust I
Balance Sheet
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June 30, December 31,
1999 1998
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(unaudited)
Assets:
Investments in power generation projects ..... $ 6,329,677 $ 6,560,616
Cash and cash equivalents .................... 1,350,216 1,138,102
Due from affiliates .......................... 4,914 5,342
Other assets ................................. 12,689 6,822
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Total assets ............................. $ 7,697,496 $ 7,710,882
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Liabilities and Shareholders' Equity:
Accounts payable and accrued expenses ........ $ 33,878 $ 29,409
Due to affiliates ............................ 64,451 48,670
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Total liabilities ........................ 98,329 78,079
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Shareholders' equity:
Shareholders' equity (105.5 shares issued and
outstanding) ............................. 7,613,334 7,646,634
Managing shareholder's accumulated deficit ... (14,167) (13,831)
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Total shareholders' equity ............... 7,599,167 7,632,803
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Total liabilities and shareholders' equity $ 7,697,496 $ 7,710,882
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See accompanying note to financial statements.
Ridgewood Electric Power Trust I
Statement of Operations (unaudited)
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Six Months Ended Three Months Ended
------------------- -------------------
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
-------- -------- -------- --------
Revenue:
Income from power
generation projects ... $576,601 $744,209 $276,838 $396,390
Interest income ......... 41,113 30,067 16,386 9,165
-------- -------- -------- --------
Total revenue ........ 617,714 774,276 293,224 405,555
-------- -------- -------- --------
Expenses:
Accounting and legal fees 25,928 25,303 6,190 15,621
Management fee .......... 31,804 37,248 12,722 18,624
Miscellaneous ........... 28,813 21,606 21,578 15,126
-------- -------- -------- --------
Total expenses ....... 86,545 84,157 40,490 49,371
-------- -------- -------- --------
Net income ................. $531,169 $690,119 $252,734 $356,184
-------- -------- -------- --------
See accompanying note to financial statements.
Ridgewood Electric Power Trust I
Statement of Changes in Shareholders' Equity (unaudited)
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Managing
Shareholders Shareholder Total
----------- ----------- -----------
Shareholders' equity,
December 31, 1998 .... $ 7,646,634 $ (13,831) $ 7,632,803
Cash distributions ...... (559,157) (5,648) (564,805)
Net income for the period 525,857 5,312 531,169
----------- ----------- -----------
Shareholders' equity,
June 30, 1999 ......... $ 7,613,334 $ (14,167) $ 7,599,167
----------- ----------- -----------
See accompanying note to financial statements.
Ridgewood Electric Power Trust I
Statement of Cash Flows (unaudited)
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Six Months Ended
--------------------------
June 30, 1999 June 30, 1998
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Cash flows from operating activities:
Net income ......................... $ 531,169 $ 690,119
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Adjustments to reconcile net
income to net cash flows from
operating activities:
Additional investment in power
generation project ............... -- (290,199)
Return of investment in power
generation project ............... 230,939 --
Changes in assets and liabilities:
Decrease (increase) in due from
affiliates .................... 428 (12,264)
Increase) decrease in other assets (5,867) 79,155
Increase in accounts payable and
accrued expenses ............... 4,469 9,125
Increase (decrease) in due to
affiliates .................... 15,781 (113,710)
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Total adjustments ........... 245,750 (327,893)
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Net cash provided by operating
activities ..................... 776,919 362,226
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Cash flows from financing activities:
Cash distributions to shareholders (564,805) (645,792)
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Net cash used in financing
activities ..................... (564,805) (645,792)
----------- -----------
Net increase (decrease) in cash and
cash equivalents ..................... 212,114 (283,566)
Cash and cash equivalents, beginning
of year .............................. 1,138,102 1,042,568
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Cash and cash equivalents, end of
period ............................... $ 1,350,216 $ 759,002
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See accompanying note to financial statements.
Ridgewood Electric Power Trust I
Note to Financial Statements (unaudited)
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1. General
In the opinion of management, the accompanying unaudited financial statements
contain all adjustments, which consist of normal recurring adjustments,
necessary for the fair representation of the results for the interim periods.
Additional footnote disclosure concerning accounting polices and other matters
are disclosed in Ridgewood Electric Power Trust I's financial statements
included in the 1998 Annual Report on Form 10-K, which should be read in
conjunction with these financial statements. The year-end balance sheet data was
derived from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles. Certain prior year amounts
have been reclassified to conform to the current year presentation.
The results of operations for an interim period should not necessarily be taken
as indicative of the results of operations that may be expected for a twelve
month period.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Dollar amounts in this discussion are generally rounded to the nearest $1,000.
Introduction
The Trust carries its investment in the Projects it owns at fair value and does
not consolidate its financial statements with the financial statements of the
Projects. Revenue is recorded by the Trust as cash distributions are received
from the Projects. Trust revenues may fluctuate from period to period depending
on the operating cash flow generated by the Projects and the amount of cash
retained to fund capital expenditures.
Results of Operations
Total revenue decreased 20.2% to $618,000 in the first six months of 1999 from
$774,000 in the first six months of 1998 due to a $169,000 decrease in income
from the Olinda Project partially offset by an increase of $11,000 in interest
income. Total revenue decreased 27.8% to $293,000 in the three months ended June
30, 1999 from $406,000 in the same period in 1998 due to a $120,000 decrease in
income from the Olinda Project partially offset by an increase of $5,000 in
interest income. The decreased revenue from the Olinda Project in 1999 reflects
slightly lower revenues resulting from shutdowns for maintenance and higher
maintenance costs.
Total expenses of $87,000 in the first six months of 1999 and $40,000 in the
three months ended June 30, 1999 were comparable to the $84,000 and $49,000,
respectively, incurred in the same periods in 1998.
Liquidity and Capital Resources
In 1997, the Olinda Project entered into a revolving credit agreement with Fleet
Bank, N.A. (the "Bank") whereby the Bank provided a five year committed line of
credit facility of $750,000 which decreases by $100,000 on each anniversary of
the facility. Outstanding borrowings bear interest at the Bank's prime rate or,
at the Olinda Project's choice, at LIBOR plus 2.5%. The credit agreement
requires the Olinda Projects to maintain a ratio of total debt to tangible net
worth of no more than 1 to 1. The Trust guaranteed the obligations of the Olinda
Project under the credit facility. There were no borrowings outstanding under
this line of credit facility in the first quarter of 1999.
Obligations of the Trust are generally limited to making distributions to
shareholders of available operating cash flow generated by its investments,
payment of the management fee to the Managing Shareholder and payment of certain
accounting and legal services to third parties. The Trust's policy is to make
regular quarterly distributions to shareholders of as much cash as is prudent.
The Trust anticipates that its cash flow during 1999 will be adequate to fund
its obligations.
Year 2000 remediation
Please refer to the Trust's disclosures at Item 7 - Management's Discussion and
Analysis of its Annual Report on Form 10-K for 1998 for a discussion of year
2000 issues affecting the Trust. Since that report was filed, the only material
change in the Trust's year 2000 compliance is that the changes to the Managing
Shareholder's investor distribution system have been completed. No material
changes in the Trust's remediation efforts or its plans for year 2000 compliance
have occurred.
PART II - OTHER INFORMATION
Item 5. Other Information.
Ridgewood Power Corporation has been the managing shareholder of the Trust. It
organized the Trust and acted as managing shareholder until April 1999. On or
about April 20, 1999 it was merged into Ridgewood Power LLC, a New Jersey
limited liability company, which thus became the Managing Shareholder of the
Trust. Ridgewood Power LLC was organized in early April 1999 and has no business
other than acting as the successor to Ridgewood Power Corporation. No material
change in the Trust's operations or business will result from the merger.
Robert E. Swanson has been the President, sole director and sole stockholder of
Ridgewood Power Corporation since its inception in February 1991 and is now the
controlling member, sole manager and President of the Managing Shareholder. Mr.
Swanson currently is the sole equity owner of the Managing Shareholder but is
considering a transfer of 53% of the equity ownership to two family trusts. If
that transfer is made, he will have the power on behalf of those trusts to vote
or dispose of the membership equity interests owned by them and accordingly will
continue to have sole control of the Managing Shareholder. Further, Mr. Swanson
is designated as the sole manager of the Managing Shareholder in its operating
agreement.
Ridgewood Power LLC is also the managing shareholder of the other five business
trusts organized by Ridgewood Power Corporation to participate in the
independent electric power industry. Similarly, Ridgewood Power Management
Corporation, which operates the Olinda Project on behalf of the Trust, was
merged on or about April 20, 1999 into a new New Jersey limited liability
company, Ridgewood Power Management LLC. The ownership and control of Ridgewood
Power Management LLC are the same as those of Ridgewood Power LLC and its only
business is to be the successor to Ridgewood Power Management Corporation. No
material change in the operation of the Projects is expected as a result of that
merger.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant as duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RIDGEWOOD ELECTRIC POWER TRUST I
Registrant
August 13, 1999 By /s/ Martin V. Quinn
Date Martin V. Quinn
Senior Vice President and Chief
Financial Officer (signing on behalf of the
Registrant and as principal financial
officer)