10-Q 1 c12197410q.htm FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006 c12197410q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q
(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2006

or
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________ to _______
 
Commission file number:  0-24143

RIDGEWOOD ELECTRIC POWER TRUST V
 (Exact Name of Registrant as Specified in Its Charter)

Delaware
 
22-3437351
(State or Other Jurisdiction of
Incorporation or Organization)
 
(IRS Employer Identification Number)

1314 King Street, Wilmington, Delaware
 
19801
(Address of Principal Executive Offices)
 
(Zip Code)

 
(302) 888-7444
 
 
(Registrant’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 November 30, 2007, there were 932.8875 Investor Shares outstanding.
 



 
RIDGEWOOD ELECTRIC POWER TRUST V
 
FORM 10-Q
 
INDEX
 




PART I.   FINANCIAL INFORMATION
 
ITEM 1.   FINANCIAL STATEMENTS
 
RIDGEWOOD ELECTRIC POWER TRUST V
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

   
September 30,
   
December 31,
 
   
2006
   
2005
 
ASSETS
 
(unaudited)
       
Current assets:
           
     Cash and cash equivalents
  $
6,016
    $
7,706
 
     Restricted cash
   
2,349
     
3,153
 
     Accounts receivable
   
2,803
     
2,654
 
     Unbilled receivables
   
6,576
     
4,753
 
     Due from affiliates
   
1,126
     
1,775
 
     Inventory - consumables
   
923
     
746
 
     Prepaid expenses and other current assets
   
478
     
299
 
           Total current assets
   
20,271
     
21,086
 
Notes receivable, affiliates
   
5,229
     
4,926
 
Investments
   
8,074
     
8,633
 
Plant and equipment, net
   
60,357
     
51,909
 
Intangibles, net
   
13,232
     
13,368
 
Deferred financing costs, net
   
434
     
481
 
Other assets
   
285
     
285
 
                 
           Total assets
  $
107,882
    $
100,688
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current liabilities:
               
      Accounts payable
  $
3,257
    $
2,406
 
      Accrued expenses
   
10,957
     
7,731
 
      Long-term debt - current portion
   
2,199
     
1,878
 
      Revolving credit facility
   
2,060
     
-
 
      Capital lease obligations - current portion
   
4,495
     
2,897
 
      Construction advances - current portion
   
615
     
578
 
      Due to affiliates
   
1,511
     
865
 
      Other current liabilities
   
592
     
-
 
              Total current liabilities
   
25,686
     
16,355
 
Long-term debt - noncurrent portion
   
16,232
     
16,936
 
Capital lease obligations - noncurrent portion
   
40,980
     
26,898
 
Construction advances - noncurrent portion
   
10,368
     
23,264
 
Deferred income taxes
   
1,642
     
1,105
 
Minority interest
   
165
     
476
 
             Total liabilities
   
95,073
     
85,034
 
                 
Commitments and contingencies
               
                 
Shareholders’ equity (deficit):
               
Shareholders’ equity (932.8875 Investor Shares issued and
         
           outstanding)
   
13,472
     
16,289
 
Managing shareholder’s accumulated deficit (1 management
         
           share issued and outstanding)
    (663 )     (635 )
            Total shareholders’ equity
   
12,809
     
15,654
 
                 
            Total liabilities and shareholders’ equity
  $
107,882
    $
100,688
 

The accompanying notes are an integral part of these financial statements.

1


RIDGEWOOD ELECTRIC POWER TRUST V
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited, in thousands, except per share data)

   
Nine Months Ended September 30,
   
Three Months Ended September 30,
 
   
2006
   
2005
   
2006
   
2005
 
                         
                         
Revenues
  $
31,314
    $
23,807
    $
12,112
    $
8,176
 
                                 
Cost of revenues
   
25,758
     
21,331
     
9,825
     
7,895
 
                                 
Gross profit
   
5,556
     
2,476
     
2,287
     
281
 
                                 
Operating expenses:
                               
     General and administrative expenses
   
1,017
     
655
     
567
     
257
 
     Management fee to the Managing Shareholder
   
1,749
     
1,749
     
583
     
583
 
     Impairment of plant and equipment
   
422
     
-
     
422
     
-
 
          Total operating expenses
   
3,188
     
2,404
     
1,572
     
840
 
                                 
Income (loss) from operations
   
2,368
     
72
     
715
      (559 )
                                 
Other income (expense):
                               
    Interest income
   
733
     
509
     
402
     
177
 
    Interest expense
    (4,867 )     (4,030 )     (1,817 )     (1,436 )
    Equity in income (loss) of Maine Hydro
   
672
     
484
      (83 )     (222 )
    Equity in income of Indeck Maine
   
358
     
1,028
     
549
     
1,478
 
    Equity in income (loss) of NEH
   
16
      (107 )    
23
     
12
 
    Equity in income (loss) of US Hydro
   
376
     
325
      (35 )     (98 )
    Other expense, net
    (157 )     (205 )    
(3
    (205 )
           Other expense, net
    (2,869 )     (1,996 )     (964 )     (294 )
                                 
Loss before income tax and minority interest
    (501 )     (1,924 )     (249 )     (853 )
                                 
Income tax expense
   
427
     
152
     
109
     
121
 
                                 
Loss before minority interest
    (928 )     (2,076 )     (358 )     (974 )
                                 
Minority interest in the loss of subsidiaries
   
209
     
694
     
8
     
577
 
                                 
           Net loss
    (719 )     (1,382 )     (350 )     (397 )
                                 
Foreign currency tranlsation adjustment
    (6 )     (188 )     (11 )     (19 )
                                 
           Comprehensive loss
  $ (725 )   $ (1,570 )   $ (361 )   $ (416 )
                                 
Managing Shareholder - Net loss
  $ (7 )   $ (14 )   $ (3 )   $ (4 )
Managing Shareholder - Distributions
    21       5       9      
-
 
Shareholders - Net loss
    (712 )     (1,368 )     (347 )     (393 )
Net loss per Investor Share
    (763 )     (1,467 )     (371 )     (422 )
Distributions per Investor Share
   
2,250
     
500
     
1,000
     
-
 
 
The accompanying notes are an integral part of these financial statements.

2


RIDGEWOOD ELECTRIC POWER TRUST V
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

   
Nine Months Ended September 30,
 
   
2006
   
2005
 
             
Cash flows from operating activities:
           
Net cash provided by operating activities
  $
10,642
    $
5,179
 
                 
Cash flows from investing activities:
               
Capital expenditures
    (8,800 )     (7,796 )
Loans to Indeck Maine
   
-
      (1,000 )
Net cash used in investing activities
    (8,800 )     (8,796 )
                 
Cash flows from financing activities:
               
Repayments of long-term debt
    (1,985 )     (1,812 )
Borrowings under line of credit facility
   
2,000
     
-
 
Repayments of capital lease obligations
    (1,855 )     (991 )
Cash distributions to minority interest
    (79 )     (1,548 )
Cash distributions to shareholders
    (2,120 )     (471 )
Net cash used in financing activities
    (4,039 )     (4,822 )
                 
Effect of exchange rate on cash and cash equivalents
   
507
      (1,300 )
                 
Net decrease in cash and cash equivalents
    (1,690 )     (9,739 )
Cash and cash equivalents, beginning of period
   
7,706
     
20,289
 
Cash and cash equivalents, end of period
  $
6,016
    $
10,550
 
 
 
The accompanying notes are an integral part of these financial statements.

3

 
RIDGEWOOD ELECTRIC POWER TRUST V
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 V (the “Trust”) Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC on September 27, 2007 (the “2005 Form 10-K”). No significant changes have been made to the Trust’s accounting policies and estimates disclosed in the 2005 Form 10-K.

In the opinion of management, the condensed consolidated financial statements as of September 30, 2006, and for the nine and three-month periods ended September 30, 2006 and 2005, 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 nine and three months ended September 30, 2006 and 2005 are not necessarily indicative of the results to be expected for the full year or any other period.

Certain items in previously issued financial statements have been reclassified for comparative purposes. This had no effect on net loss for the nine and three months ended September 30, 2006 and 2005.

2.   DESCRIPTION OF BUSINESS

The Trust is a Delaware trust formed in March 1996. The Trust began offering shares on April 12, 1996 and concluded its offering on April 15, 1998. The objective of the Trust is to provide benefits to its shareholders through a combination of distributions of operating cash flow and capital appreciation. The Managing Shareholder of the Trust is Ridgewood Renewable Power LLC (“RRP” or the “Managing Shareholder”).

The Trust has been organized to invest primarily in independent power generation facilities, water desalinization plants and other infrastructure projects both in the US and abroad. The projects to be owned by the Trust may have characteristics that qualify the projects for government incentives. Among the possible incentives are ancillary revenue opportunities related to the fuel used by the power plants or tax incentives provided to projects in remote locations.

The Trust’s accompanying condensed consolidated financial statements include the financial statements of its majority owned subsidiaries, including Ridgewood UK, LLC (“RUK”). The Trust’s condensed consolidated financial statements also include the Trust’s 29.2% interest in Ridgewood US Hydro Corporation (“US Hydro”), 14.1% interest in Ridgewood Near East Holding LLC (“NEH”), 50% interest in Ridgewood Maine Hydro Partners, L.P. (“Maine Hydro”) and 25% interest in 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 the entities mentioned above.

The Trust owns 69.6% interest in RUK and the remaining 30.4% minority interest is owned by Ridgewood Power Growth Fund (the “Growth Fund”). The interest of the Growth Fund is presented as minority interest in the condensed consolidated balance sheets and statements of operations.

4

 
RIDGEWOOD ELECTRIC POWER TRUST V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)

In the first quarter of 2007, RUK sold its interests in CLPE Holdings Ltd. (“CLP”) as discussed in Note 11. As a result, operating results of the Trust beginning in 2007 will be significantly different than reported for historical periods.

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 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 will be effective for the Trust beginning January 1, 2007. The Trust does not believe that the adoption of FIN 48 will have a material impact on its consolidated financial statements.

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 (GAAP) 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.
 
SAB 108
 
In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements ("SAB 108"). SAB 108 requires analysis of misstatements using both an income statement (rollover) approach and a balance sheet (iron curtain) approach in assessing materiality and provides for a one-time cumulative effect transition adjustment. SAB 108 is effective for fiscal years ending on or after November 15, 2006. The adoption of this standard did not have a material impact on the Trust's condensed consolidated financial statements.

5

 
RIDGEWOOD ELECTRIC POWER TRUST V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
4.   NOTES RECEIVABLE, AFFILIATES

On August 28, 2006, Indeck Maine and Commerce Bank amended its mortgage loan note and subordination agreement, whereby, Indeck Maine was permitted to repay up to $2,500 of its subordinated notes to the Trust and Ridgewood Electric Power Trust IV (collectively, the “Ridgewood Indeck Investors”) and Indeck Energy Services, Inc. (“Indeck”) in calendar year 2006. On December 18, 2006, Indeck Maine paid approximately $1,883 of interest on the subordinated notes payable to its Ridgewood Indeck Investors and Indeck, including $471 to the Trust.

5.   INVESTMENTS

The Trust’s investments include a 50% interest in Maine Hydro, 25% interest in Indeck Maine, 14.1% interest in NEH and 29.2% interest in US Hydro.

Maine Hydro

Summarized statements of operations data for Maine Hydro for the nine and three months ended September 30, 2006 and 2005 is as follows:
 
   
Nine Months Ended September 30,
   
Three Months Ended September 30,
 
   
2006
   
2005
   
2006
   
2005
 
                         
Revenues
  $
3,612
    $
3,314
    $
581
    $
367
 
 
                               
Gross profit (loss)
   
1,477
     
1,299
      (106 )     (349 )
                                 
Income (loss) from operations
   
1,393
     
1,165
      (152 )     (445 )
 
                               
Net income (loss)
  $
1,344
    $
969
    $ (167 )   $ (443 )
 
                               
Trust share of income (loss) in Maine Hydro
  $
672
    $
484
    $ (83 )   $ (222 )

Indeck Maine

Summarized statements of operations data for Indeck Maine for the nine and three months ended September 30, 2006 and 2005 is as follows:
 
 
 
Nine Months Ended September 30,
   
Three Months Ended September 30,
 
 
 
2006
   
2005
   
2006
   
2005
 
 
                       
Revenues
  $
24,566
    $
21,755
    $
8,881
    $
10,909
 
 
                               
Gross profit
   
2,531
     
3,655
     
1,767
     
3,673
 
                                 
Income from operations
   
2,250
     
3,259
     
1,609
     
3,455
 
                                 
Net income
 
$
1,154
   
$
2,193
   
$
1,256
   
$
2,989
 
                                 
Trust share of income in Indeck Maine
 
$
358
   
$
1,028
   
$
549
   
$
1,478
 

6

 
RIDGEWOOD ELECTRIC POWER TRUST V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
 
The Ridgewood Indeck Investors have a preferred membership interest in Indeck Maine which entitles them to receive all net cash flow from operations each year until they receive an 18% annual cumulative return on their capital contributions to Indeck Maine.

NEH

Summarized statements of operations data for NEH for the nine and three months ended September 30, 2006 and 2005 is as follows:

 
 
Nine Months Ended September 30,
   
Three Months Ended September 30,
 
 
 
2006
   
2005
   
2006
   
2005
 
 
 
 
   
 
   
 
   
 
 
Revenues
  $
5,993
    $
4,985
    $
2,456
    $
2,165
 
 
                               
Gross profit
   
1,151
     
748
     
510
     
476
 
                                 
Income (loss) from operations
   
263
      (838 )    
201
     
271
 
 
                               
Net income (loss)
  $
112
    $ (721 )   $
163
    $
103
 
 
                               
Trust share of income (loss) in NEH
  $
16
    $ (107 )   $
23
    $
12
 

US Hydro

Summarized statements of operations data for US Hydro for the nine and three months ended September 30, 2006 and 2005 is as follows:

 
 
Nine Months Ended September 30,
   
Three Months Ended September 30,
 
 
 
2006
   
2005
   
2006
   
2005
 
 
 
 
   
 
   
 
   
 
 
Revenues
  $
4,388
    $
4,320
    $
626
    $
712
 
 
                               
Gross profit (loss)
   
2,304
     
2,045
      (79 )     (52 )
                                 
Income (loss) from operations
   
1,356
     
1,153
      (427 )     (340 )
 
                               
Net income (loss)
  $
1,287
    $
1,114
    $ (119 )   $ (336 )
 
                               
Trust share of income (loss) in US Hydro  
$
376
   
$
325
   
$
(35
)
 
$
(98
)

7

 
RIDGEWOOD ELECTRIC POWER TRUST V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
6.  INCOME TAX

Income tax expense represents foreign taxes provided for by CLP. CLP has calculated its quarterly tax provision based upon its projected annual effective tax rate.  No provision is made for US income taxes in the accompanying consolidated financial statements as the income or losses of the Trust are passed through and included in the income tax returns of the individual shareholders of the Trust.  As a result, changes in the Trust’s pre-tax income (loss) do not necessarily lead to changes in income tax expense, thereby resulting in volatility of the effective tax rate. 

7. DEBT

RUK entered into a revolving credit facility of £5,000,000 in the second quarter of 2006 for the purpose of providing working capital to the business.  Such facility is collateralized by all trade receivables of RUK.  The credit facility bears interest at LIBOR (5.375% at September 30, 2006) plus 1.5%, with a maturity date of March 31, 2007.  At September 30, 2006, the amount outstanding under this facility was £1,100,000 ($2,060).

8. CAPITAL LEASE OBLIGATIONS AND CONSTRUCTION ADVANCES

As of September 30, 2006 and December 31, 2005, RUK’s capital lease obligations and construction advances outstanding with the respective PowerBank (each a “PowerBank” and collectively, the “PowerBanks”) Funds are as follows:
 
   
Capital Lease Obligations
   
Construction Advances
 
   
September 30,
   
December 31,
   
September 30,
   
December 31,
 
   
2006
   
2005
   
2006
   
2005
 
                         
PowerBank I
  $
9,140
    $
8,939
    $
-
    $
-
 
PowerBank II
   
15,332
     
14,206
     
1,432
     
1,902
 
PowerBank III
   
15,417
     
5,750
     
7,959
     
13,164
 
PowerBank IV
   
4,760
     
-
     
1,592
     
8,776
 
    $
44,649
    $
28,895
    $
10,983
    $
23,842
 

In addition to the PowerBank capital lease arrangements, RUK leases certain vehicles and equipment under multiple lease agreements which vary in terms and rates ranging from 7.4% to 8.9%. At September 30, 2006 and December 31, 2005, the capital lease obligation for these assets was $826 and $900, respectively.
 
8

 
RIDGEWOOD ELECTRIC POWER TRUST V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
 
At September 30, 2006, remaining scheduled repayments of capital lease obligations were as follows:
 
2006 (3 months)
  $
4,811
 
2007
   
8,680
 
2008
   
8,671
 
2009
   
8,671
 
2010
   
8,646
 
2011
   
8,535
 
Thereafter
   
25,171
 
     
73,185
 
Less: imputed  interest
    (27,710 )
Present value of net minimum lease payments
  $
45,475
 

 9. COMMITMENTS AND CONTINGENCIES

On November 10, 2003, RUK entered into an equipment purchase agreement with its main supplier for the purchase of the electricity generation equipment constituting the primary element of the projects making up RUK’s future expansion.  The sales price of the equipment was negotiated in euros and the contract allowed RUK to fix the euro price for a substantial portion of its future construction costs. As of December 31, 2005, all of the units provided for in the equipment purchase agreement had either been delivered or had been ordered with delivery pending.  A portion of the required payments with respect to the engine/generator sets remains outstanding pending full performance by the equipment supplier.  The total of these payment obligations was approximately $724 at September 30, 2006 and payments were subject to and contingent on supplier performance in subsequent periods.  The engines acquired are used in RUK’s continued expansion under the UK’s Renewable Obligation incentive program.

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.

10. RELATED PARTY TRANSACTIONS

The Trust records short-term payables to and receivables from other affiliates in the ordinary course of business. The amounts payable to and receivable from the other affiliates do not bear interest. At September 31, 2006 and December 31, 2005, the Trust had outstanding payables and receivables as follows:

9

 
RIDGEWOOD ELECTRIC POWER TRUST V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
 
   
September 30,
   
December 31,
   
September 30,
   
December 31,
 
   
2006
   
2005
   
2006
   
2005
 
   
Due from affiliates
   
Due to affiliates
 
                         
Ridgewood Power Management LLC
  $
299
    $
512
    $
1,295
    $
-
 
RRP
   
-
     
534
     
-
     
-
 
Growth Fund
   
-
     
-
     
165
     
446
 
US Hydro
   
8
     
-
     
-
     
403
 
Maine Hydro
   
-
     
44
     
47
     
-
 
NEH
   
75
     
115
     
-
     
-
 
Ridgewood Providence B
   
-
     
207
     
-
     
-
 
PowerBanks
   
662
     
363
     
-
     
-
 
Other affiliates
   
82
     
-
     
4
     
16
 
Total
  $
1,126
    $
1,775
    $
1,511
    $
865
 
 
11.  SUBSEQUENT EVENTS

On January 23, 2007, RUK entered into an agreement (the "Sale Agreement") along with Arbutus and the PowerBanks (the “Sellers”), and MEIF LG Energy Limited (the "Buyer"). At that time, RUK owned 88% of the issued and outstanding shares of CLP and the remaining 12% of CLP was owned by Arbutus Energy Ltd. (Jersey) (“Arbutus”). On February 22, 2007, RUK completed the sale (the “Sale”) of all of the issued and outstanding shares of CLP (the “Shares”). These assets did not meet the criteria for classification as Held for Sale at the end of any reporting period presented in the consolidated financial statements contained in this report.

Under the Sale Agreement, the Buyer agreed to buy (i) 100% of the issued and outstanding Shares from RUK and Arbutus, and (ii) substantially all of the assets (the "Assets") of the PowerBanks. The Assets and the Shares constituted all the landfill gas business located in the United Kingdom of RUK and of the PowerBanks.

In accordance with the Sale Agreement, at closing, the Buyer paid an aggregate purchase price for the Shares and the Assets of £117.8 million ($229,500), subject to a working capital adjustment that resulted in an increase to the purchase price of £4.2 million ($8,200). After adjustment, the purchase price for the Shares was £25.1 million ($48,900), of which £22.1 million ($43,100) was attributable to the shares sold by RUK. Taking into account payments made to RUK pursuant to certain sharing arrangements with the PowerBanks, the total gross sales proceeds to RUK were £27.6 million ($53,800).

On February 23, 2007, the Manager caused a portion of the sales proceeds to be converted from sterling into US dollars, which was done at the rate of 1.9483 US dollars for each pound sterling. On March 27, 2007, a subsequent conversion took place at an exchange rate of 1.9604 US dollars for each pound sterling.

The Sellers gave a number of warranties and indemnities to the Buyer in connection with the Sale that it considers typical of such transactions. Should there be a breach or breaches of the warranties or should an indemnifiable event occur, the Buyer could make claims against the Sellers including RUK. Management of RUK does not believe there is a material likelihood that such a claim will arise or that, should such a claim arise, RUK would incur a material liability. This belief is based, in part, on the Sellers having purchased warranty and indemnity insurance to minimize such risk. There are no current plans to reserve or provide an escrow for the contingent liabilities represented by these warranties and indemnities. RUK has distributed all but a nominal amount of the Sale proceeds to its shareholders.

10

 
RIDGEWOOD ELECTRIC POWER TRUST V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
 
On December 30, 2005, an investor in the Trust and entities affiliated with the Trust, Paul Bergeron, on behalf of himself and as Trustee for the Paul Bergeron Trust (the “Plaintiff”), filed a Complaint in Suffolk Superior Court, Commonwealth of Massachusetts, Paul Bergeron v. Ridgewood Electric Power Trust V, et al., Suffolk Superior Court, Docket No. 07-1205 BLS1 (“Bergeron I”).  The action was brought against, among others, the Managing Shareholder and persons who are or were officers of the Managing Shareholder alleging violations of the Massachusetts Securities Act, as well as breach of fiduciary duty, fraud, breach of contract, negligent misrepresentation and unjust enrichment, all related to a set of alleged facts and allegations regarding the sale of securities of funds (including the Trust) managed by the Managing Shareholder or affiliates of the Managing Shareholder which were sold in private offerings and the operation of those funds subsequent to the sale.  The Plaintiff is seeking damages of $900 plus interest and other damages to be determined at trial.
 
On January 27, 2006, the Plaintiff, on its own initiative, filed an Amended Complaint and Jury Demand in Massachusetts Superior Court, adding a non-diverse broker-dealer to the action.  On February 22, 2006, the case was removed by the defendants to United States District Court for the District of Massachusetts on the basis of diversity jurisdiction, but the defendants alleged that the only non-diverse party had been fraudulently joined by the Plaintiff.  On February 27, 2006, a motion to dismiss was filed by the defendants in the District Court.  On April 12, 2006, the District Court affirmed its jurisdiction over the case, and dismissed the non-diverse party.  On January 10, 2007, the District Court dismissed Plaintiff’s unjust enrichment case, but denied the motion of the defendants to dismiss as to the remaining claims.  Presently, attorneys for the parties are involved in discovery, with a magistrate judge having decided motions to compel brought by the parties during the summer of 2007.  A new scheduling order is in the process of being developed by the parties for approval by the District Court.  As of the date of the filing, no trial date has been set.

On March 20, 2007, the Plaintiff commenced a derivative action, in Suffolk Superior Court, Commonwealth of Massachusetts.  Paul Bergeron v. Ridgewood Electric Power Trust V, et al., Suffolk Superior Court, Docket No. 07-1205 BLS1 (“Bergeron II”).  The Plaintiff joined the Trust and affiliated entities, including the Managing Shareholder and a person who is an officer of the Managing Shareholder, alleging that the allocation of the proceeds from the sale of certain assets of the Trust and affiliated entities to an unaffiliated entity was unfair and sought an injunction prohibiting the distribution to shareholders of such proceeds.  The Superior Court denied the request by the Plaintiff for an injunction.  The case was then removed by the defendants to the same District Court as Bergeron I, but the District Court remanded the case to Massachusetts Superior Court on July 5, 2007, where it is presently pending.
 
All defendants in Bergeron I and Bergeron II deny the allegations and intend to defend both actions vigorously.

In October 2007, the Managing Shareholder announced that it intends to market the assets of NEH for sale.

11


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 at September 30, 2006 is intended to help readers analyze the accompanying financial statements, notes and other supplemental information contained in this document. Results of operations for the nine and three-month period ended September 30, 2006 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 financial statements, notes and other supplemental information included elsewhere in this report and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Trust’s 2005 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 Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the 2005 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 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 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 the 2005 Form 10-K.


12


Results of Operations and Changes in Financial Condition

Nine months ended September 30, 2006 compared to the nine months ended September 30, 2005

Total revenues increased by $7.5 million, or 31.5%, from $23.8 million for the nine months ended September 30, 2005 to $31.3 million for the same period in 2006. This increase was primarily due to increased UK output which was driven by higher capacity and prices. Production output for the nine months ended September 30, 2006 increased by 28,000 megawatt hours (“MWh”), or 11.9%, over the same period in 2005.

Cost of revenues for the nine months ended September 30, 2006 was $25.8 million compared to $21.3 million for the same period in 2005. This increase of approximately $4.5 million, or 20.8%, was primarily due to increased variable payments made to the PowerBanks of $3.7 million and higher royalty expenses of $1.2 million, both driven by increased output. This increase was partially offset by a decrease of $0.2 million in repairs and maintenance expense.

Gross profit increased by approximately $3.1 million to $5.6 million for the nine months ended September 30, 2006 compared to $2.5 million for the same period in 2005. Gross profit margin for the nine months ended September 30, 2006 increased to 17.7% from 10.4% for the same period in 2005 due to higher revenues associated with the development of new projects which resulted in increased production output and higher prices. Cost of revenues as a percentage of revenues for the nine months ended September 30, 2006 was 82.3% as compared to 89.6% for the same period in 2005.

General and administrative expenses increased by approximately $0.3 million from $0.7 million for the nine months ended September 30, 2005 to $1 million for the same period in 2006. The increase was primarily attributable to higher professional fees.

Impairment of plant and equipment was $0.4 million during the nine months ended September 30, 2006. The environmental reports on certain UK projects acted as a trigger for the impairment and based on the impairment test performed, the Trust noted a decrease in the estimated future discounted cash flows.

Interest expense for the nine months ended September 30, 2006 was $4.9 million compared to $4 million for the same period in 2005. This increase in interest expense of approximately $0.9 million was primarily due to increased capital lease obligations associated with RUK’s expansion construction.

For the nine months ending September 30, 2006, the Trust recorded equity income of $0.4 million from its investment in Indeck Maine compared to $1 million for the same period in 2005. The decrease in equity income of $0.6 million was primarily due to an increase in fuel and interest expenses at Indeck Maine, partially offset by an increase in revenues.

Minority interest in the loss of subsidiaries was $0.2 million for the first nine months of 2006 as compared to a $0.7 million loss for the first nine months of 2005. This decrease of $0.5 million was attributable to a decrease in the loss of RUK operations.

Total assets at September 30, 2006 were $107.9 million, a decrease of $7.2 million from the December 31, 2005 balance of $100.7 million. This increase was primarily due to increases of $8.5 million in plant and equipment and $1.8 million in unbilled receivables, partially offset by decreases of $1.7 million in cash and cash equivalents, $0.8 million in restricted cash and $0.6 million in due from affiliates. Total liabilities increased by approximately $10.1 million from $85 million at December 31, 2005 to $95.1 million at September 30, 2006. This increase was primarily due to increases of $3.3 million in accrued expenses, $0.9 million in accounts payable, $0.6 million in due to affiliates and $2.1 million in revolving credit facility. Construction advances decreased $12.9 million during the first nine months of 2006 primarily due to conversion of construction advances to capital leases at the time when the project reached commercial operation resulting in an increase in capital lease obligations of $15.7 million.

13


Three months ended September 30, 2006 compared to the three months ended September 30, 2005

Total revenues increased $3.9 million, or 48.1%, from $8.2 million in the third quarter of 2005 to $12.1 million for the third quarter of 2006. This increase was primarily due to increased UK output, which was driven by higher capacity and prices. Production output increased 12,535 MWh or 16%, to 90,700 MWh for the third quarter of 2006 compared to the 2005 period.

Cost of revenues for the third quarter of 2006 was $9.8 million, an increase of $1.9 million, or 24.4%, compared to $7.9 million for the third quarter of 2005. The increase was primarily due to increased variable payments made to the PowerBanks of $1.6 million and higher royalty expenses of $0.6 million, both driven by increased output. This increase was partially offset by a decrease of $0.4 million in repairs and maintenance expenses in the 2006 period compared to the 2005 period.

Gross profit for the third quarter of 2006 was $2.3 million as compared to $0.3 million for the third quarter of 2005, an increase of $2 million, primarily due to the increased revenues from RUK, partially offset by the associated increase in cost of revenues.

General and administrative expenses increased by $0.3 million from $0.3 million in the third quarter of 2005 to $0.6 million in the 2006 period, primarily attributable to higher professional fees.

Interest expense for the three months ended September 30, 2006 was $1.8 million compared to $1.4 million for the same period in 2005. The increase of approximately $0.4 million was primarily due to increased capital lease obligations associated with RUK’s expansion.

For the three months ended September 30, 2006, the Trust recorded equity income of $0.5 million from its investment in Indeck Maine compared to equity income of $1.5 million for the same period in 2005. This decrease in equity income of $1 million was primarily due to a decrease in renewable attribute revenue at Indeck Maine resulting from lower production in the third quarter of 2006 partially offset by an increase in cost of revenues.

Minority interest in the loss of subsidiaries was $8,000 for the third quarter of 2006 as compared to a loss of $0.6 million in the third quarter of 2005. The improvement for the 2006 period was primarily due to an increase in the net income of the RUK operations in the third quarter of 2006 compared to the same period in 2005.

14

 
Liquidity and Capital Resources

Nine months ended September 30, 2006 compared to the nine months ended September 30, 2005

As of September 30, 2006, the Trust had cash and cash equivalents of $6 million, a decrease of $1.7 million from December 31, 2005. The cash flows for the first nine months of 2006 were $10.6 million provided by operating activities, $8.8 million used in investing activities, $4 million used in financing activities and a $0.5 million positive effect of foreign exchange on cash and cash equivalents.

Cash provided by operating activities for the nine months ended September 30, 2006 was $10.6 million as compared to $5.2 million used in operating activities for the nine months ended September 30, 2005. This increase in cash flow of $5.4 million from operating activities in 2006 as compared to 2005 was primarily due to a decrease in restricted cash of $1.1 million and increases in revenue and in net due to/from affiliates.

Cash used in investing activities was $8.8 million for each of the nine-month periods ended September 30, 2006 and 2005. Capital expenditures were $8.8 million for the nine months ended September 30, 2006 compared to $7.8 million for the 2005 period. The nine month period ended September 30, 2005 also included loans to Indeck Maine of $1 million.

Cash used in financing activities for the first nine months of 2006 was $4 million compared to $4.8 million for the first nine months of 2005. In the first nine months of 2006, financing activities included cash used of $2 million in repayments of the long-term debt, $1.9 million for repayments of capital lease obligations and $2.1 million in cash distributions to shareholders, partially offset by cash provided of $2 million in borrowings under the line of credit. In 2005, cash used in financing activities included $2 million in cash distributions to minority interest and shareholders, $1 million for repayments of capital lease obligations and $1.8 million in repayments of the long-term debt. 

Future Liquidity and Capital Resource Requirements

The Trust expects cash flows from operating activities, along with existing cash and cash equivalents will be sufficient to provide working capital and fund capital expenditures for the next 12 months.

Off-Balance Sheet Arrangements and Contractual Obligations

The Trust does not have any off-balance sheet arrangements as of June 30, 2006, except as discussed in the 2005 Form 10-K.  In addition to the contractual obligations as discussed in the 2005 Form 10-K, RUK entered into a revolving credit facility of £5,000,000 in the second quarter of 2006 for the purpose of providing working capital to the business.

15

 
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
The Trust is exposed to certain market risks associated with interest rates, foreign exchange rates and commodity prices. The Trust does not utilize financial instruments and other contracts to hedge against such fluctuations and does not enter into derivative instruments for trading or speculative purposes. There have been no material changes from the quantitative and qualitative disclosures about market risk previously disclosed in the 2005 10-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 September 30, 2006 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, over both foreign and US operations, 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 September 30, 2006, the Trust engaged a national accounting firm to supply accounting personnel to assist while personnel hiring is underway. The work performed by the firm is under the direct supervision of the Trust’s Chief Financial Officer and Controller. Except as noted above, the Trust’s Chief Executive Officer and Chief Financial Officer has 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 September 30, 2006 that has materially affected, or is reasonably likely to materially affect, the Trust’s control over financial reporting.
 
Since the review, the Trust has implemented the following changes in internal control over financial reporting:
 
 
·
Increased the number of degreed accountants. Additional staff expansion is underway.
 
 
·
In May 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.
 
16

 
The Trust believes that the completion of the expansion of the accounting and financial reporting staff and implementation of recommended 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.
 
PART II.   OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
 
There have been no material changes to the legal proceedings disclosed in the 2005 Form 10-K.

ITEM 1A. RISK FACTORS

 For information regarding factors that could affect the Trust’s results of operations, financial condition and liquidity, see the risk factors discussed under “Risk Factors”  in Item 1A of the 2005 Form 10-K.  There have been no material changes from the risk factors previously disclosed in such 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.


17


 ITEM6. EXHIBITS

Exhibits
 
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.
 
 
 
 
 
 
 

 

18


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
 
 
 
 
 
 
Date:  December 20, 2007
By:
/s/  Randall D. Holmes
 
 
Randall D. Holmes
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
 
Date:  December 20, 2007
By:
/s/  Jeffrey H. Strasberg
 
 
Jeffrey H. Strasberg
 
 
Executive Vice President and
Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)

 
 
 
 
 
 
19