-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NpymBsN/aAC/zK9gpwAokyshnvfTatcfCBWvVNiJXOYgclNlJXVccYVRj6dcakMj 9wwSlGYSij7nRBGxElyE2A== 0001060755-00-000003.txt : 20000411 0001060755-00-000003.hdr.sgml : 20000411 ACCESSION NUMBER: 0001060755-00-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 20000329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIDGEWOOD ELECTRIC POWER TRUST V CENTRAL INDEX KEY: 0001060755 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 223437351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-24143 FILM NUMBER: 582061 BUSINESS ADDRESS: STREET 1: 947 LINWOOD AVE CITY: RIDGEWOOD STATE: NJ ZIP: 07450 BUSINESS PHONE: 2014479000 MAIL ADDRESS: STREET 1: 947 LINWOOD AVE CITY: RIDGEWOOD STATE: NJ ZIP: 07450-2939 10-Q 1 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 0-24143 RIDGEWOOD ELECTRIC POWER TRUST V (Exact name of registrant as specified in its charter.) Delaware 22-3437351 (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 V Consolidated Financial Statements June 30, 1999 Ridgewood Electric Power Trust V Consolidated Balance Sheet - -------------------------------------------------------------------------------- June 30, December 31, 1999 1998 ------------ ------------ (unaudited) Assets: Cash and cash equivalents .................. $ 24,575,852 $ 42,832,241 Due from affiliates ........................ 9,713 1,165,140 Other current assets ....................... 338,563 262,489 ------------ ------------ Total current assets ..................... 24,924,128 44,259,870 Investments: Maine Hydro Projects ....................... 6,331,943 6,217,289 Maine Biomass Projects ..................... 6,121,321 6,306,817 MetaSound Systems .......................... 2,073,362 2,447,413 Quantum Conveyor ........................... 2,974,202 3,096,170 UK Landfill Projects ....................... 16,104,987 -- Santee River Rubber ........................ 8,764,484 9,007,968 Deferred due diligence costs ............... 1,197,109 399,498 Other assets ............................... 46,218 -- ------------ ------------ Total assets ............................. $ 68,537,754 $ 71,735,025 ------------ ------------ Liabilities and shareholders' equity: Accounts payable and accrued expenses ...... $ 175,959 $ 194,531 Due to affiliates .......................... 219,132 593,582 ------------ ------------ Total current liabilities ................ 395,091 788,113 ------------ ------------ Minority interest .......................... 1,607,753 1,730,174 Commitments and contingencies Shareholders' equity: Shareholders' equity (950 shares issued and outstanding) ................... 66,662,038 69,315,887 Managing shareholder's accumulated deficit . (127,128) (99,149) ------------ ------------ Total shareholders' equity ............... 66,534,910 69,216,738 ------------ ------------ Total liabilities and shareholders' equity $ 68,537,754 $ 71,735,025 ------------ ------------ See accompanying notes to consolidated financial statements. Ridgewood Electric Power Trust V Consolidated Statement of Operations (unaudited) - -------------------------------------------------------------------------------- Six Months Ended Three Months Ended -------------------------- -------------------------- June 30, June 30, June 30, June 30, 1999 1998 1999 1998 ----------- ----------- ----------- ----------- Revenue: Interest income .... $ 1,092,329 $ 1,601,073 $ 478,303 $ 775,944 Income from Maine Hydro Projects .... 654,661 687,540 117,526 361,010 Loss from Maine Biomass Projects .. (410,497) (311,033) (242,094) (43,176) Income from Santee River Rubber ...... 129,605 -- 125,571 -- Loss from Quantum Conveyor .......... (129,752) -- (119,043) -- Loss from MetaSound (427,463) -- (178,824) -- ----------- ----------- ----------- ----------- Total revenue .... 908,883 1,977,580 181,439 1,093,778 ----------- ----------- ----------- ----------- Expenses: Investment fee ..... 6,500 303,368 -- 42,595 Due diligence costs 101,988 19,169 101,988 19,169 Accounting and legal fees .............. 64,869 27,665 44,830 18,160 Management fee ..... 1,263,522 472,432 662,320 472,432 Allocated management costs ............. -- 238,989 -- 100,528 Research and development ....... 350,284 -- 118,952 -- Miscellaneous ...... 74,774 19,835 21,660 11,789 ----------- ----------- ----------- ----------- Total expenses ... 1,861,937 1,081,458 949,750 664,673 ----------- ----------- ----------- ----------- Income (loss) from operations ........ (953,054) 896,122 (768,311) 429,105 Minority interest in loss of subsidiary 122,421 -- 124,125 -- ----------- ----------- ----------- ----------- Net income (loss) .. $ (830,633) $ 896,122 $ (644,186) $ 429,105 ----------- ----------- ----------- ----------- See accompanying notes to consolidated financial statements. Ridgewood Electric Power Trust V Consolidated Statement of Changes in Shareholders' Equity (unaudited) - -------------------------------------------------------------------------------- Managing Shareholders Shareholder Total ------------ ------------ ------------ Shareholders' equity, December 31, 1998 .. $ 69,315,887 $ (99,149) $ 69,216,738 Capital contributions 116,100 -- 116,100 Cash distributions .. (1,947,622) (19,673) (1,967,295) Net loss for the period .............. (822,327) (8,306) (830,633) ------------ ------------ ------------ Shareholders' equity, June 30, 1999 ...... $ 66,662,038 $ (127,128) $ 66,534,910 ------------ ------------ ------------ See accompanying notes to consolidated financial statements. Ridgewood Electric Power Trust V Consolidated Statement of Cash Flows (unaudited) - -------------------------------------------------------------------------------- Six Months Ended ----------------------------- June 30, June 30, 1999 1998 ----------------------------- Cash flows from operating activities: Net (loss) income .............................. $ (830,633) $ 896,122 ------------ ------------ Adjustments to reconcile net income to net cash flows from operating activities: Income from unconsolidated Maine Hydro Projects (654,661) (687,540) Loss from unconsolidated Maine Biomass Projects 410,496 311,033 Loss from unconsolidated MetaSound Systems .... 427,463 -- Loss from unconsolidated Quantum Conveyor ..... 129,752 -- Income from unconsolidated Santee River Rubber (129,605) -- Minority interest in loss of consolidated subsidiary ................................... (122,421) -- Changes in assets and liabilities: Decrease (increase) in due from affiliates ... 1,155,427 (174,831) Increase in other current assets ............. (76,074) (193,218) Increase in other assets ..................... (46,218) -- Decrease in accounts payable and accrued expenses (18,572) (12,435) (Decrease) increase in due to affiliates ...... (374,450) 283,891 ------------ ------------ Total adjustments ............................. 701,137 (473,100) ------------ ------------ Net cash provided by (used in) operating activities ................................... (129,496) 423,022 ------------ ------------ Cash flows from investing activities: Loans to Maine Biomass Projects .............. (225,000) (250,000) Investment in UK Landfill Projects ........... (16,104,987) -- Investment in MetaSound Systems .............. (53,412) -- Investment in Quantum Conveyor ............... (7,784) -- Distributions from Maine Hydro Projects ...... 540,007 -- Distributions from Santee River Rubber ....... 373,089 -- Deferred due diligence costs ................. (797,611) (903,637) ------------ ------------ Net cash used in investing activities ........ (16,275,698) (1,153,637) ------------ ------------ Cash flows from financing activities: Proceeds from shareholders' contributions .... 128,250 24,177,311 Selling commissions and offering costs paid .. (12,150) (3,847,767) Cash distributions to shareholders ........... (1,967,295) (2,203,641) ------------ ------------ Net cash (used in) provided by financing activities .................................. (1,851,195) 18,125,903 ------------ ------------ Net increase in cash and cash equivalents ..... (18,256,389) 17,395,288 Cash and cash equivalents, beginning of year .. 42,832,241 40,821,582 ------------ ------------ Cash and cash equivalents, end of period ...... $ 24,575,852 $ 58,216,870 ------------ ------------ See accompanying notes to consolidated financial statements. Ridgewood Electric Power Trust V Notes to Consolidated Financial Statements (unaudited) - -------------------------------------------------------------------------------- 1. General In the opinion of management, the accompanying unaudited financial statements contain all adjustments which consist of normal recurring adjustments, necessary for the pair presentation of the results for the interim periods. Additional footnote disclosure concerning accounting policies and other matters are disclosed in Ridgewood Electric Power Trust V'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. 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. 2. Maine Biomass Projects In the first six months of 1999, the Trust loaned $225,000 to Indeck Maine Energy, L.L.C. ("Maine Biomass Projects"). The loan is in the form of demand notes that bear interest at 5% per annum. Ridgewood Electric Power Trust IV, which owns an identical preferred membership interest in the Maine Biomass Projects, also made identical loans to the Maine Biomass Projects. The other Maine Biomass Project members also loaned $450,000 in the first six months of 1999 to the Maine Biomass Projects with the same terms. The Maine Biomass Projects were operated by Indeck Operations, Inc., an affiliate of the members of the Maine Biomass Projects. The annual operator's fee is $300,000, of which $200,00 is payable contingent upon the Trusts receiving their cumulative annual return. The management agreement had a term of one year and automatically continued for successive one year terms, unless canceled by either the Maine Biomass Projects or Indeck Operations, Inc. The Maine Biomass Projects exercised their right to terminate the contract of March 1, 1999 because certain preferred membership interest payments have not been made. Under an Operating Agreement with the Trust, Ridgewood Power Management Corporation ("Ridgewood Management"), an entity related to the managing shareholder through common ownership, will provide management, purchasing, engineering, planning and administrative services to the Maine Biomass Projects. Ridgewood Management charges the projects at its cost for these services and for the allocable amount of certain overhead items. Allocations of costs are on the basis of identifiable direct costs, time records or in proportion to amounts invested in projects. 3. Combined Landfill Projects On June 30, 1999, a newly-created subsidiary of the Trust purchased 100% of the equity in four operating landfill gas power plant and one plant in the late stages of development located in Great Britain. The purchase price was $16,104,987. The Trust has the right to develop and construct another 20 landfill gas plants in Great Britain. The estimated cost of the package of completed plants and the 20 developmental sites, if all the developmental plants are built and the Trust elects to acquire them, is $36 to $38 million. The Trust expects to supply the first $19 million and The Ridgewood Power Growth Fund, a similar investment program managed by managing shareholder, will supply the remainder of the development equity. To the extent that The Ridgewood Power Growth Fund supplies capital, it will receive an undivided interest in the entire package of operating and developmental projects. The first five plants have an installed capacity of 14.5 megawatts and sell the electricity under a 17 year contract to a quasi-autonomous non-governmental organization that purchases electricity generated by renewable sources on behalf of all English utilities. The first five projects have been or will be financed with a total of $16.6 million of long-term bank debt, in addition to the equity interest purchased by the Trust. 4. Summary Results of Operations for Selected Investments Summary results of operations for the Maine Hydro projects, which are accounted for under the equity method, were as follows: Six months ended June 30, 1999 1998 Total revenue ............... $2,861,095 3,037,670 Depreciation and amortization 550,907 544,715 Income from operations ...... 1,349,818 1,380,957 Net income .................. 1,309,321 1,396,401 Summary results of operations for the Maine Biomass projects, which are accounted for under the equity method, were as follows: Six months ended June 30, 1999 1998 Total revenue ............... $ 575,230 646,167 Depreciation and amortization 90,415 90,415 Loss from operations ........ (774,807) (617,015) Net loss .................... (820,995) (626,815) 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 consolidated financial statements include only the accounts of the Trust and its majority owned subsidiary, Ridgewood WaterPure Corporation. The Trust uses the equity method of accounting for its investments in the Maine Hydro Projects, the Maine Biomass Projects, the Santee River Rubber Project, the UK Landfill Projects, Quantum Conveyors and MetaSound Systems, over which the Trust does not exercise control. Results of Operations In the second quarter of 1999, the Trust had total revenue of $181,000, a decline of $913,000 from total revenue of $1,094,000 in the same period in 1998. For the first six months of 1999, the Trust had total revenue of $909,000, a decline of $1,069,000 from total revenue of $1,978,000 in the same period in 1998. Interest income declined by $298,000 from $776,000 in the second quarter of 1998 to $478,000 in the second quarter of 1999 due to lower average cash balances. Interest income also declined by $509,000 from $1,601,000 in the first six months of 1998 to $1,092,000 in the same period of 1999 due to the lower average cash balances. Equity income from the Maine Hydro Projects decreased from $361,000 in the second quarter of 1998 to $118,000 in the same period in 1999 due to lower production because of below-average river flows. However, river flows were higher than average in the first three months of 1999 resulting in comparable results for the first six months of 1999 and 1998 ($655,000 for the first six months of 1999 compared to $688,000 for the first six months of 1998). The equity loss from the shut-down Maine Biomass Projects increased from $43,000 in the second quarter of 1998 ($311,000 for the first six months of 1998) to $242,000 in the second quarter of 1999 ($410,000 for the first six months of 1999) due to lower revenues from the sale of installed capacity at the plants and additional maintenance costs incurred to prepare the plants for limited summer operations. The Trust recorded income from its equity interest in the Santee River Rubber project of $126,000 and $130,000 in the second quarter and first six months of 1999, respectively. The Trust acquired its investment in Santee River Rubber in the third quarter of 1998. The Santee River Rubber project is expected to begin operations in the last quarter of 1999. The Trust recorded losses of $179,000 and $427,000 in the second quarter and first six months of 1999, respectively, equal to its share of losses incurred at MetaSound Systems. The Trust acquired a minority interest in that company in the fourth quarter of 1998. The Trust recorded losses of $119,000 and $129,000 in the second quarter and first six months of 1999, respectively, equal to its share of losses incurred at Quantum Conveyors. The Trust acquired a minority interest in that company in the third quarter of 1998. The Trust recorded $7,000 of investment fees from subscriptions receivable collected in the first quarter of 1999 and none in the second quarter. The decline from the higher 1998 levels reflects the closing of the Trust's offering in April 1998. In the second quarter and first six months of 1999, the most significant expense was the management fee of $662,000 and $1,264,000, respectively, (2.5% annually of capital contributions), which began to be charged at the termination of the offering in April 1998. This fee supersedes reimbursements for project management services (computed at cost or the allocable amount of certain overhead expenses) provided by the Managing Shareholder, which totaled $101,000 and $239,000 in the second quarter and first six months of 1998, respectively. In the second quarter and first six months of 1999, the Trust's Ridgewood WaterPure subsidiary incurred $350,000 and $119,000, respectively, of research and development costs related to its water distillation technology. The Trust acquired approximately 54% of Ridgewood WaterPure's outstanding common stock in the fourth quarter of 1998. Liquidity and Capital Resources In 1997, the Trust and Fleet Bank, N.A. (the "Bank") entered into a revolving line of credit agreement, whereby the Bank provides a three year committed line of credit facility of $1,150,000. Outstanding borrowings bear interest at the Bank's prime rate or, at the Trust's choice, at LIBOR plus 2.5%. The credit agreement requires the Trust to maintain a ratio of total debt to tangible net worth of no more than 1 to 1 and a minimum debt service coverage ratio of 2 to 1. The credit facility was obtained in order to allow the Trust to operate using a minimum amount of cash, maximize the amount invested in Projects and maximize cash distributions to shareholders. There have been no borrowings under the line of credit in 1999. On June 30, 1999, the Trust entered into agreements with the stockholders of Combined Landfill Projects Limited ("CLP"), of London, England, for a $16.1 million purchase of 100% of the equity interest in four operating landfill gas power plants and one plant in the late stages of construction, as well as the rights to develop and construct another 20 landfill gas plants in Great Britain. The estimated cost of the package of completed plants and the 20 developmental sites, if all the developmental plants are built, is $36 to $38 million. The Trust will supply the first $19 million of the purchase price and developmental equity and The Ridgewood Power Growth Fund (the "Growth Fund'), a similar investment program sponsored by the Managing Shareholder, will supply the remainder of the developmental equity. To the extent that the Growth Fund supplies capital, it will receive an undivided interest in the entire package of operating and developmental projects. Other than investments of available cash in power generation Projects, obligations of the Trust are generally limited to payment of Project operating expenses, payment of a management fee to the Managing Shareholder, payments for certain accounting and legal services to third persons and distributions to shareholders of available operating cash flow generated by the Trust's investments. The Trust's policy is to distribute as much cash as is prudent to shareholders. Accordingly, the Trust has not found it necessary to retain a material amount of working capital. The amount of working capital retained is further reduced by the availability of the line of credit facility. The Trust anticipates that, during 1999, its cash flow from operations, unexpended offering proceeds and line of credit facility 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 certain Projects 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 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 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) EX-27 2 ARTICLE 5 FIN. DATA SCHEDULE FOR 2ND QTR. 10-Q
5 This schedule contains summary financial information extracted from the Registrant's unaudited interim financial statements for the six month period ended June 30, 1999 and is qualified in its entirety by reference to those financial statements. 0001060755 RIDGEWOOD ELECTRIC POWER TRUST V 6-MOS DEC-31-1999 JUN-30-1999 24,575,852 42,370,299 0 0 0 67,294,327 0 0 68,537,754 395,091 0 0 0 0 66,534,910 68,537,754 0 908,883 0 0 1,861,937 0 0 (830,633) 0 (830,633) 0 0 0 (830,633) (874) (874) Investment in power project partnership and limited liability company accounted for on equity basis. Includes $9,713 due from affiliates. Includes $219,132 due to affiliates. Shareholders' equity of $66,662,038 less managing share- holders' accumulated deficit of $127,128. After addition of minority interest in Ridgewood WaterPure Corporation loss of $122,421.
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