-----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, U83Xg0OZBrUseXPFz4KCi0+16e6SvHBnLkmchyrhtd2BlsWvfRea8BjddI/2pFnq JQlq6jksPQUj+M6fAF8H0A== 0001060755-04-000001.txt : 20040116 0001060755-04-000001.hdr.sgml : 20040116 20040116123829 ACCESSION NUMBER: 0001060755-04-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20040116 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: 1934 Act SEC FILE NUMBER: 000-24143 FILM NUMBER: 04529133 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 fst5q1.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2003 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.) 1314 King Street, Wilmington, Delaware 19801 ---------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (302) 888-7444 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 March 31, 2003 Ridgewood Electric Power Trust V Consolidated Balance Sheets(unaudited) - ------------------------------------------------------------------------------- Assets: March 31, December 31, 2003 2002 ------------ ------------ Cash and cash equivalents .................... $ 5,148,649 $ 2,930,224 Accounts receivable, trade ................... 3,423,176 3,615,902 Due from affiliates .......................... 1,280,518 1,796,530 Other current assets ......................... 426,468 461,019 ------------ ------------ Total current assets ................ 10,278,811 8,803,675 ------------ ------------ Plant and equipment .......................... 24,284,908 25,420,611 Construction in progress ..................... 2,801,744 -- ------------ ------------ Total plant and equipment .................... 27,086,652 25,420,611 Less - Accumulated depreciation .............. (4,561,744) (4,204,739) ------------ ------------ Plant and equipment, net ............... 22,524,908 21,215,872 ------------ ------------ Electric power sales contracts and other intangibles ................................. 20,936,753 21,865,668 Less - Accumulated amortization .............. (4,057,621) (3,716,837) ------------ ------------ Electric power sales contracts and other intangibles, net .......... 16,879,132 18,148,831 ------------ ------------ Investments: Maine Hydro Projects ..................... 4,347,767 4,405,278 Maine Biomass Projects ................... 3,725,458 3,896,576 Egypt Projects ........................... 2,785,458 3,502,819 Synergics Projects ....................... 6,182,671 5,887,389 CLP Spanish Landfill Projects ............ -- 1,370,564 ------------ ------------ Total assets ........................ $ 66,724,205 $ 67,231,004 ------------ ------------ Liabilities and shareholders' equity: Liabilities: Current portion of long-term debt ............ $ 1,097,932 $ 1,118,497 Accounts payable and accrued expenses ........ 4,479,855 3,263,091 Due to affiliates ............................ 3,385,434 3,182,056 ------------ ------------ Total current liabilities ........... 8,963,221 7,563,644 ------------ ------------ Long-term debt, less current portion ......... 18,934,607 19,842,782 Construction advances ........................ 3,958,450 -- Deferred income taxes ........................ 900,184 918,249 Other non-current liabilities ................ 76,271 77,699 Minority interest ............................ 7,497,059 10,584,899 Commitments and contingencies Shareholders' equity: Shareholders' equity (932.8875 investor shares issued and outstanding) .......... 26,922,666 28,753,490 Managing shareholder's accumulated deficit (1 management share issued and outstanding) ........................... (528,253) (509,759) ------------ ------------ Total shareholders' equity ............. 26,394,413 28,243,731 ------------ ------------ Total liabilities and shareholders' equity ............................... $ 66,724,205 $ 67,231,004 ------------ ------------ See accompanying notes to the consolidated financial statements. Ridgewood Electric Power Trust V Consolidated Statements of Operations (unaudited) - ------------------------------------------------------------------------------ Three Months Ended -------------------------- March 31, March 31, 2003 2002 ----------- ----------- Revenues ................................. $ 2,766,654 $ 1,683,170 Cost of sales, including depreciation and amortization of $856,671 and $537,847 in 2003 and 2002 ............... 2,894,972 2,135,947 ----------- ----------- Gross loss ............................... (128,318) (452,777) General and administrative expenses ...... 131,181 80,360 Management fee paid to the managing shareholders ................... 583,056 583,056 ----------- ----------- Total other operating expenses ......... 714,237 663,416 Loss from operation ...................... (842,555) (1,116,193) Other income (expense): Interest income ....................... 40,045 16,163 Interest expense ...................... (466,556) (412,324) Income from Synergic Projects ......... 290,179 -- (Loss) income from Maine Hydro Projects (57,511) 18,243 Loss from Maine Biomass Projects ...... (171,117) (380,885) Loss from Egypt Projects .............. (79,722) (17,411) Other expense ......................... (9,330) (50,521) ----------- ----------- Other income (expense), net ... (454,012) (826,735) ----------- ----------- Loss before income taxes and minority interest ....................... (1,296,567) (1,942,928) Income taxes ............................. -- 82,661 ----------- ----------- Loss before minority interest in net loss of consolidated subsidiaries ....... (1,296,567) (2,025,589) Minority interest in net loss of consolidated subsidiaries ............ 305,106 438,045 ----------- ----------- Net loss ...................... $ (991,461) $(1,587,544) ----------- ----------- 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, 2002 ... $ 28,753,490 $ (509,759) $ 28,243,731 Net loss ............. (981,546) (9,915) (991,461) Cumulative translation adjustment .......... (849,278) (8,579) (857,857) ------------ ------------ ------------ Shareholders' equity, March 31, 2003 ...... $ 26,922,666 $ (528,253) $ 26,394,413 ------------ ------------ ------------ Ridgewood Electric Power Trust V Consolidated Statement of Comprehensive Loss - ------------------------------------------------------------------------------- Three Months Ended March 31, -------------------------- 2003 2002 ----------- ----------- Net loss ........................ $ (991,461) $(1,587,544) Cumulative translation adjustment (857,857) (257,744) ----------- ----------- Comprehensive loss .............. $(1,819,318) $(1,845,288) ----------- ----------- See accompanying notes to consolidated financial statements. Ridgewood Electric Power Trust V Consolidated Statements of Cash Flows(unaudited) - ------------------------------------------------------------------------------ Three Months Ended -------------------------- March 31, March 31, 2003 2002 ----------- ----------- Cash flows from operating activities: Net loss .................................... $ (991,461) $(1,587,544) ----------- ----------- Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation and amortization ......... 856,671 537,847 Minority interest in loss of consolidated subsidiaries ............ (305,106) (438,045) Loss (income) from Maine Hydro Projects 57,511 (18,243) Loss from Maine Biomass Projects ...... 171,117 380,885 Loss from CLP Spanish Landfill Projects -- 8,207 Income from Synergics Projects ......... (290,179) -- Loss from Egypt Projects ............... 79,722 17,411 (Decrease) increase in deferred income taxes ......................... (1,203) 82,661 Changes in assets and liabilities: Decrease in accounts receivable ..... 128,559 826,285 Decrease in due from affiliates ..... 516,012 211,245 Decrease in other current assets .... 34,551 98,821 Increase in accounts payable and accrued expenses ............... 324,324 455,974 Increase in due to affiliates ....... 198,275 437,357 ----------- ----------- Total adjustments ................... 1,770,254 2,600,405 ----------- ----------- Net cash provided by operating activities . 778,793 1,012,861 ----------- ----------- Cash flows from investing activities: Capital expenditures ........................ (1,940,693) (2,102,180) Investment in Synergics Projects ............ -- (135,000) Investment in Maine Biomass Projects ........ -- (325,000) ----------- ----------- Net cash used in investing activities ..... (1,940,693) (2,562,180) ----------- ----------- Cash flows from financing activities: Construction advances ....................... 4,031,139 -- Borrowings under bank loan .................. -- 1,673,502 Repayments under bank loan .................. (553,303) -- ----------- ----------- Net cash provided by financing activities . 3,477,836 1,673,502 ----------- ----------- Effect of exchange rate on cash and cash equivalents ............................ (97,511) (42,361) Net increase in cash and cash equivalents ........ 2,218,425 81,822 Cash and cash equivalents, beginning of year ..... 2,930,224 2,519,330 ----------- ----------- Cash and cash equivalents, end of period ......... $ 5,148,649 $ 2,601,152 ----------- ----------- 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 consolidated financial statements contain all adjustments which consist of normal recurring adjustments, necessary for the fair 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 (the "Trust") consolidated financial statements included in the 2002 Annual Report on Form 10-K, which should be read in conjunction with these financial statements. 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. The consolidated financial statements include the accounts of the Trust and United Kingdom Landfill Projects ("UK Projects"). The Trust's investment in the Synergics Hydro projects was accounted for as a note receivable through November 22, 2002, at which time, the Trust and The Ridgewood Power Growth Fund completed its acquisition of the Synergics Hydro projects. Accordingly, the Trust now uses the equity method of accounting for its investment. The Trust also uses the equity method of accounting for its investments in the Maine Hydro Projects, Maine Biomass Projects, and the Egypt Projects. 2. 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: Balance Sheet March 31, December 31, 2003 2002 -------------------- ---------------------- Total assets $ 9,193,582 $ 9,475,640 --------------------- ---------------------- Stockholders' equity $ 8,695,532 $ 8,810,554 --------------------- ---------------------- Statement of Operations Three Months Ended March 31, 2003 2002 ---- ---- Revenue $ 763,000 $790,000 Operating expense 877,000 754,000 Net income (loss) (114,000) 36,000 Summary results of operations for the Maine Biomass Projects, which are accounted for under the equity method, were as follows: Balance Sheet March 31, December 31, 2003 2002 --------------- ------------- Total assets $ 5,020,866 $ 4,815,288 --------------- ------------- Members' deficit $ (6,113,608) $ (5,771,374) --------------- ------------- Statement of Operations Three Months Ended March 31, 2003 2002 ---- ---- Revenue $2,182,000 $ 1,766,000 Cost of sales 2,247,000 2,289,000 Other expense 277,000 239,000 Net loss (342,000) (762,000) Summary results of operations for the Egypt projects, which are accounted for under the equity method, were as follows: Balance Sheet March 31, December 31, 2003 2002 -------------- -------------- Total assets $ 27,041,336 $ 33,532,553 -------------- ------------- Members' equit $ 19,767,046 $ 24,857,806 -------------- ------------- Statement of Operations Three Months Ended March 31, 2003 2002 ---- ---- Net Sales $ 899,000 $ 896,000 Cost of sales 895,000 664,000 Other expense 569,000 356,000 Net income (loss) (566,000) (124,000) Summary results of operations for the Synergics Projects, which are accounted for under the equity method, were as follows: Balance Sheet March 31, December 31, 2003 2002 ------------ --------------- Total assets $ 27,064,268 $ 28,733,768 ------------ --------------- Members' equity $ 21,173,848 $ 20,180,083 ------------ --------------- Three Months Ended March 31, 2003 ----- Revenue $ 1,803,000 Operating expense 809,000 Net income 994,000 3. New Accounting Standards and Disclosures SFAS 142 In June 2001, the FASB issued SFAS 142, Goodwill and Other Intangible Assets, which eliminates the amortization of goodwill and other acquired intangible assets with indefinite economic useful lives. SFAS 142 requires an annual impairment test of goodwill and other intangible assets that are not subject to amortization. Other intangible assets with definite economic lives will continue to be amortized over their useful lives. The Trust adopted SFAS 142 effective January 1, 2002, with no material impact on the consolidated financial statements. SFAS 143 In June 2001, the FASB issued SFAS 143, Accounting for Asset Retirement Obligations, on the accounting for obligations associated with the retirement of long-lived assets. SFAS 143 requires a liability to be recognized in the consolidated financial statements for retirement obligations meeting specific criteria. Measurement of the initial obligation is to approximate fair value, with an equivalent amount recorded as an increase in the value of the capitalized asset. The asset will be depreciated in accordance with normal depreciation policy and the liability will be increased for the time value of money, with a charge to the income statement, until the obligation is settled. SFAS 143 is effective for fiscal years beginning after June 15, 2002. The Trust adopted SFAS 143 effective January 1, 2003, with no material impact on the consolidated financial statements. SFAS 144 In August 2001, the FASB issued SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which replaces SFAS 121, Accounting for the Impairment of Long-lived Assets and for Long-Lived Assets to Be Disposed Of. For long-lived assets to be held and used, SFAS 144 retains the requirements of SFAS 121 to (a) recognize an impairment loss only if the carrying amount is not recoverable from undiscounted cash flows and (b) measure an impairment loss as the difference between the carrying amount and fair value of the asset. For long-lived assets to be disposed of, SFAS 144 establishes a single accounting model based on the framework established in SFAS 121. The accounting model for long-lived assets to be disposed of by sale applies to all long-lived assets, including discontinued operations and replaces the provisions of APB Opinion No. 30, Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for the disposal of segments of a business. SFAS 144 also broadens the reporting of discontinued operations. The Trust adopted SFAS 144 effective January 1, 2002, with no material impact on the consolidated financial statements. SFAS 145 In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Correction. SFAS No. 145 eliminates extraordinary accounting treatment for reporting gain or loss on debt extinguishment, and amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The Trust adopted SFAS 145 effective January 1, 2003, with no material impact on the consolidated financial statements. SFAS 146 In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires recording costs associated with exit or disposal activities at their fair values when a liability has been incurred. The Trust adopted SFAS 146 effective January 1, 2003, with no material impact on the consolidated financial statements. FIN 45 In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees and Indebtedness of Others." FIN 45 elaborates on the disclosures to be made by the guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002; while the provisions of the disclosure requirements are effective for financial statements of interim or annual reports ending after December 15, 2002. The Trust adopted the disclosure provisions of FIN 45 during the fourth quarter of 2002 with no material impact to the consolidated financial statements. FIN 46 In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46") which changes the criteria by which one company includes another entity in its consolidated financial statements. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003, and apply in the first fiscal period ending after March 15, 2004, for variable interest entities created prior to February 1, 2003. The Trust adopted the disclosure provisions of FIN 46 effective December 31, 2002, with no material impact to the consolidated financial statements. The Trust will implement the full provisions of FIN 46 effective December 15, 2003. SFAS 149 In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149 is generally effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The Trust adopted SFAS 149 effective July 1, 2003, with no material impact on the consolidated financial statements. SFAS 150 In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity. The Trust adopted SFAS 150 effective June 15, 2003, with no material impact on the consolidated financial statements. 4. Transfer of Assets In March 2003 the Trusts subsidiary, Ridgewood UK, LLC ("Ridgewood UK"), entered into an agreement with one of its minority shareholders. Under the terms of the agreement, Ridgewood UK transferred its 50% interest in the CLP Spanish Landfill Projects in return for a portion of the minority shareholder's interest in Ridgewood UK. As a result of the transaction, Ridgewood UK increased its ownership in Ridgewood UK Ltd. from 76.3% to 88.3%. The minority interest was created through the issuance of shares of Ridgewood UK in connection with the October 2001 acquisition of certain UK landfill projects, the equity interest in the Spanish landfill projects and related companies. The equity interest in the Spanish landfill projects had a carrying value of $1,345,363 as of March 2003, which management believes approximated fair value. The excess of the carrying value of the minority interest over the fair value of the Spanish landfill equity investment has been credited on a pro-rata basis against the value of other non-monetary assets acquired in the acquisition (reduction of $676,929 and $558,412 to property, plant and equipment and electric power sales contracts and other intangibles, respectively). 5. Long-term Debt In the fourth quarter of 2002, the Trust's Managing Shareholder formed Ridgewood Renewable PowerBank LLC ("PowerBank") and began offering shares. PowerBank raised approximately $12 million and closed its offering in April 2003. During the second quarter of 2003, the Trust's Managing Shareholder formed Ridgewood Renewable PowerBank II LLC ("PowerBank II") and began offering shares. PowerBank II raised approximately $20.6 million and closed its offering in June 2003. The proceeds from these funds will finance the expansion of the United Kingdom Landfill Gas Projects. As stated in the agreed upon terms, the United Kingdom Landfill Gas Projects will borrow proceeds from the various PowerBank funds to develop and construct expansion of certain existing facilities. During the construction phase the United Kingdom Landfill Gas Projects will pay interest at a rate of 10%. Upon completion of construction, and commencement of operation, interest charges will cease and the outstanding borrowings will convert to capital leases. The term of the leases will run for 15 years. As of March 31, 2003, the United Kingdom Landfill Gas Projects has borrowed $4,031,139 from PowerBank. 6. Foreign Currency On January 30, 2003, the Egyptian government discontinued the regulation of its monetary currency rate and decided to allow the currency rate to float. As a result of this change in policy, the Egyptian pound decreased 15% against the US dollar on January 30, 2003. At March 31, 2003, the Trust's investment in the Egyptian projects decreased by approximately $638,000, or 18%, as a result of the decrease in exchange rate. 7. Related Party Transactions At March 31, 2003 and December 31, 2002, the Trust had outstanding payables and receivables, with the following affiliates: Due To Due From ------------------------ ------------------------ March 31, December 31, March 31, December 31, 2003 2002 2003 2002 ---------- ----------- ---------- ---------- Ridgewood Management .... $ -- $ -- $ 44,960 $ 80,973 Ridgewood Renewable Power 1,658,918 1,265,862 -- -- Growth Fund ............. 387,421 387,100 -- -- Synergics ............... 1,320,000 1,510,000 -- -- Maine Hydro ............. -- -- 180,878 610,878 Maine Biomass ........... -- -- 900,244 950,244 Other affiliates ........ 19,095 19,094 154,436 154,435 From time to time, the Trust records short-term payables and receivables from other affiliates in the ordinary course of business. The amounts payable and receivable with the other affiliates do not bear interest. 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 the accounts of the Trust and United Kingdom Landfill Projects ("UK Projects"). The Trust's investment in the Synergics Hydro projects was accounted for as a note receivable through November 22, 2002, at which time, the Trust and The Ridgewood Power Growth Fund completed its acquisition of the Synergics Hydro projects. Accordingly, the Trust now uses the equity method of accounting for its investment. The Trust also uses the equity method of accounting for its investments in the Maine Hydro Projects, Maine Biomass Projects, and the Egypt Projects. Critical Accounting Policies and Estimates For a complete discussion of critical accounting policies, refer to "Significant Accounting Policies" in Item 7 of the Trust's 2002 Form 10-K. There have been no substantive changes to those policies and estimates. Results of Operations Revenues increased by $1,084,000, from $1,683,000 in the first quarter of 2002 to $2,767,000 in the first quarter of 2003. The increase is due to the UK Projects increase in production of $608,000, resulting from the expansion in operating capacity in 2003 in addition to the system problems experienced in 2002,the sale of renewable energy credits of $194,000 and the increase in currency translation of $282,000. Gross loss decreased $325,000 to $128,000 in the first quarter of 2003. The decrease is a result of the increase in revenues partially offset by the increase in royalty expense related to the increase in production. Equity income from the Maine Hydro Projects decreased $76,000 to a loss of $58,000 for the first three months of 2003. The decrease is due to the higher insurance premiums and maintenance costs incurred in the first quarter of 2003. The equity loss from the Maine Biomass Projects decreased from $381,000 in the first quarter of 2002 to $171,000 in the same period in 2003. The decrease in the equity loss in the Maine Biomass Projects is primarily attributable to the increase in revenue derived from the transfer of renewable energy credits produced in the fourth quarter of 2002. The Trust recorded equity income from the Synergics Projects of $290,000 in the first quarter of 2003. Prior to November 2002, the Trust accounted for its investment in the Synergics Projects as a note receivable. The equity loss from the Egypt projects increased $63,000 from $17,000 in the first quarter of 2002 to $80,000 in 2003. The increase in loss is attributed to the increase in interest expense as a result of the higher outstanding debt balances under the credit line executed by the Egypt projects in the third quarter of 2002 and the debt assumed in the acquisition of Sinai in February 2002. Interest income increased by $24,000 from $16,000 in the first quarter of 2002 to $40,000 in the first quarter of 2003 due to the higher average cash balances. Interest expense increased by $55,000 from $412,000 in the first quarter of 2002 to $467,000 in the first quarter of 2003 due to the higher outstanding borrowings under the UK Projects construction advances. Liquidity and Capital Resources Cash provided by operating activities for the three months ended March 31, 2003 was $779,000 as compared to $1,013,000 for the three months ended March 31, 2002. Cash used in investing activities decreased to $1,941,000 during the first quarter of 2003 as compared to $2,562,000 for the first quarter of 2002. The decrease is primarily due to the Trust's investments in the Maine Biomass Projects and the Synergics Projects in 2002, $460,000, compared to $0 in 2003. Cash provided by financing activities for the three months ended March 31, 2003 was $3,478,000 as compared to $1,674,000 for the three months ended March 31, 2002. The increase in cash flow from financing activities is due to the increase in borrowings of the UK Projects to finance expansion of certain projects. On June 26, 2003, Ridgewood Renewable Power LLC, the Managing Shareholder of the Trust, entered into a $5,000,0000 Revolving Credit and Security Agreement with Wachovia Bank, National Association. The agreement allows the Managing Shareholder to obtain loans and letters of credit for the benefit of the trusts and funds that it manages. The agreement expires on June 30, 2004. As part of the agreement, the Trust agreed to limitations on its ability to incur indebtedness and liens and make guarantees. Obligations of the Trust are generally limited to payment of the management fee to the Managing Shareholder and payment of certain accounting and legal services to third parties. The Trust ceased making distributions to shareholders in the first quarter of 2001. The Trust expects that its cash flows from operations will be sufficient to fund its obligations for the next twelve months, and the UK Projects access to funds from PowerBank and PowerBank II will be sufficient to continue expansion in the United Kingdom. Item 4. Controls and Procedures Based on their evaluation, as of a date within 90 days of the filing date of this Form 10-Q, the Trust's Chief Executive Officer and Chief Financial Officer have concluded that the Trust's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) are effective. There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Management has identified deficiencies in the Trust's ability to process and summarize financial information of certain individual projects and equity investees on a timely basis. Management is establishing a project plan to address this deficiency. Forward-looking statement advisory This Quarterly Report on Form 10-Q, as with some other statements made by the Trust from time to time, contains forward-looking statements. These statements discuss business trends and other matters relating to the Trust's future results and the business climate and are found, among other places, in the notes to financial statements and at Part I, Item 2, Management's Discussion and Analysis. In order to make these statements, the Trust has had to make assumptions as to the future. It has also had to make estimates in some cases about events that have already happened, and to rely on data that may be found to be inaccurate at a later time. Because these forward-looking statements are based on assumptions, estimates and changeable data, and because any attempt to predict the future is subject to other errors, what happens to the Trust in the future may be materially different from the Trust's statements here. The Trust therefore warns readers of this document that they should not rely on these forward-looking statements without considering all of the things that could make them inaccurate. The Trust's other filings with the Securities and Exchange Commission and its Confidential Memorandum discuss many (but not all) of the risks and uncertainties that might affect these forward-looking statements. Some of these are changes in political and economic conditions, federal or state regulatory structures, government taxation, spending and budgetary policies, government mandates, demand for electricity and thermal energy, the ability of customers to pay for energy received, supplies of fuel and prices of fuels, operational status of plant, mechanical breakdowns, availability of labor and the willingness of electric utilities to perform existing power purchase agreements in good faith. Some of the cautionary factors that readers should consider are described in the Trust's most recent Annual Report on Form 10-K. By making these statements now, the Trust is not making any commitment to revise these forward-looking statements to reflect events that happen after the date of this document or to reflect unanticipated future events. PART II - OTHER INFORMATION None. 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 V Registrant January 16, 2004 By /s/ Christopher I. Naunton Date Christopher I. Naunton Vice President and Chief Financial Officer (signing on behalf of the Registrant and as principal financial officer) CERTIFICATION I, Robert E. Swanson, Chief Executive Officer of Ridgewood Electric Power Trust V ("registrant"), certify that: 1. I have reviewed this quarterly report on Form 10-Q of the registrant; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and senior management: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: January 16, 2004 /s/ Robert E. Swanson - ----------------------- Robert E. Swanson Chief Executive Officer CERTIFICATION I, Christopher I. Naunton, Chief Financial Officer of Ridgewood Electric Power Trust V ("registrant"), certify that: 1. I have reviewed this quarterly report on Form 10-Q of the registrant; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and senior management: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: January 16, 2004 /s/ Christopher I. Naunton - ---------------------------- Christopher I. Naunton Chief Financial Officer EX-32 3 t5q1ex991.txt OFFICERS CERTIFICATION RIDGEWOOD ELECTRIC POWER TRUST V Exhibit 32.1 ------------ CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Swanson, Chief Executive Officer of Ridgewood Electric Power Trust V. (the "Registrant"),certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-Q of the Registrant for the period ended March 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: January 16, 2004 Signature: /s/ Robert Swanson --------------------------- Robert Swanson Chief Executive Officer EX-32 4 t5q1ex992.txt RIDGEWOOD ELECTRIC POWER TRUST V Exhibit 32.2 ------------ CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Christopher Naunton, Chief Financial Officer of Ridgewood Electric Power Trust V. (the "Registrant"),certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-Q of the Registrant for the period ended March 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: January 16, 2004 Signature: /s/ Christopher Naunton -------------------------------- Christopher Naunton Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----