x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2011
|
|
Or
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
22-3437351
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
500 Delaware Avenue, #1112,Wilmington, DE
|
19801
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
(302) 888-7444
|
||
(Registrant’s Telephone Number, Including Area Code)
|
Not Applicable
|
||
(Former name, former address and former fiscal year, if changed since last report)
|
Large accelerated filer o
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company þ
|
(Do not check if a smaller reporting company)
|
Exhibit No.
|
Description
|
|
31
|
*
|
Certification of Jeffrey H. Strasberg, Chief Executive and Financial Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a).
|
32
|
* |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Jeffrey H. Strasberg, Chief Executive and Financial Officer of the Registrant.
|
101.INS
|
# |
XBRL Instance Document
|
101.SCH
|
# |
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
# |
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
# |
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
# |
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Previously filed as an exhibit to the original Form 10-Q for the quarter ended June 30, 2011, filed August 12, 2011. |
#
|
Furnished herewith. Under Rule 406T of Regulation S-T, this exhibit is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.
|
RIDGEWOOD ELECTRIC POWER TRUST V
|
||
Date: August 26, 2011
|
By:
|
/s/ Jeffrey H. Strasberg
|
Jeffrey H. Strasberg
|
||
Chief Executive and Financial Officer
|
||
(Principal Executive, Financial and Accounting Officer)
|
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (USD $)
In Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS [Abstract] | Â | Â | Â | Â |
Net assets in liquidation, beginning of period | $ 25 | $ 852 | $ 36 | $ 1,248 |
Adjustment to estimated Special Litigation Committee expenses | (41) | (350) | (206) | (350) |
Adjustment to estimated management fees to be incurred during liquidation | Â | Â | 136 | (375) |
Investment income in unconsolidated entities | Â | Â | Â | 44 |
Loss on disposal of REFI | Â | Â | Â | (15) |
Distribution to shareholders | Â | (466) | Â | (466) |
Other, net | 26 | Â | 44 | (50) |
Net assets in liquidation, end of period | $ 10 | $ 36 | $ 10 | $ 36 |
DESCRIPTION OF BUSINESS
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
DESCRIPTION OF BUSINESS [Abstract] | Â |
DESCRIPTION OF BUSINESS |
1. DESCRIPTION OF BUSINESS Ridgewood Electric Power Trust V (the "Trust") is a Delaware trust formed on March 14, 1996. The Trust began offering shares in April 1996 and concluded its offering in April 1998. The Trust has 932.8877 investor shares of beneficial interest ("Investor Shares") outstanding. Prior to the adoption of the Trust's Plan of Dissolution (described below), the objective of the Trust was 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, a New Jersey limited liability company (the "Managing Shareholder" or "RRP"). Historically, the Trust focused primarily on independent power generation facilities, water desalinization plants and other infrastructure projects both in the US and abroad. The Trust's accompanying condensed consolidated financial statements include the accounts of the Trust. The Trust owned a 14.1% interest in Ridgewood Near East Holding LLC ("NEH"). On March 2, 2010, NEH sold its interests in its wholly owned subsidiary, Ridgewood Egypt for Infrastructure LLC (Egypt) ("REFI"), the final operating asset of the Trust, as further discussed in Note 4. On December 22, 2008, the Plan of Liquidation and Dissolution of Ridgewood Electric Power Trust V (the "Plan of Dissolution") became effective. Under the Plan of Dissolution, the business of the Trust shifted, and became limited to the disposal of its remaining assets and resolution of its remaining liabilities. Upon the completion of these activities, if successful, the Managing Shareholder expects to distribute any remaining cash to the Trust's shareholders and then proceed to terminate the Trust and its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust is required to make adequate provisions to satisfy its known and unknown liabilities, which could substantially delay or limit the Trust's ability to make future distributions to shareholders. The process of accounting for the Trust's liabilities, including those that are presently unknown, may involve difficult valuation decisions, which could adversely impact the amount or timing of any future distributions by the Trust. Under the Plan of Dissolution, the Managing Shareholder has sole authority to conduct the Trust's dissolution, liquidation and termination without additional shareholder approval. As of August 12, 2011, the Trust has not been liquidated, primarily due to on-going litigation discussed in Note 5. The Managing Shareholder is unable to estimate when this litigation will be resolved and what financial impact the litigation will have on the Trust's net assets and the timing of any distributions to shareholders. The Trust does not anticipate any distributions until the Trust has completed the liquidation process, at which time, the Trust's remaining cash, if any, will be distributed to its shareholders. For the purposes of the Trust's estimates of fees and expenses to be incurred during liquidation, management has assumed that the liquidation of the Trust will be completed by December 31, 2011. If the liquidation of the Trust, including the resolution of the litigation discussed in Note 5, is not completed by that date, the actual expenses that the Trust will incur will likely increase. The Trust estimates that it currently has sufficient cash to meet its known obligations, primarily as the Managing Shareholder has agreed to pay fees and expenses associated with a Special Litigation Committee, if the Trust does not have the cash to do so. Additionally, the Managing Shareholder anticipates waving a portion of management fees due to it, though it is under no obligation to do so. The Trust has evaluated subsequent events and transactions through the date of the issuance of its financial statements, and concluded that there were no such events or transactions that require adjustment to, or disclosure in the notes to, the condensed consolidated financial statements. |
Document and Entity Information
|
6 Months Ended | |
---|---|---|
Jun. 30, 2011
|
Jul. 31, 2011
|
|
Document and Entity Information [Abstract] | Â | Â |
Document Type | 10-Q | Â |
Amendment Flag | false | Â |
Document Period End Date | Jun. 30, 2011 | |
Entity Registrant Name | RIDGEWOOD ELECTRIC POWER TRUST V | Â |
Entity Central Index Key | 0001060755 | Â |
Current Fiscal Year End Date | --12-31 | Â |
Document Fiscal Year Focus | 2011 | Â |
Document Fiscal Period Focus | Q2 | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Common Stock, Shares Outstanding | Â | 932.8877 |
"+ text.join( "
\n" ) +"
" + text[p] + "
\n"; } } }else{ formatted = '' + raw + '
'; } html = ''+ "\n"+''+ "\n"+''+ "\n"+' formatted: '+ ( this.Default == 'raw' ? 'as Filed' : 'with Text Wrapped' ) +''+ "\n"+' | '+ "\n"+'
'+ "\n"+' | '+ "\n"+' '+ "\n"+'
'+ "\n"+' | '+ "\n"+' '+ "\n"+'
COMMITMENTS AND CONTINGENCIES
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
COMMITMENTS AND CONTINGENCIES [Abstract] | Â |
COMMITMENTS AND CONTINGENCIES |
5. COMMITMENTS AND CONTINGENCIES On March 20, 2007, the Paul Bergeron Trust ("Bergeron") commenced a derivative action on behalf of the Trust, in Suffolk County Superior Court, Commonwealth of Massachusetts. Bergeron 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 was unfair, and sought an injunction prohibiting the distribution to shareholders of such proceeds. The Superior Court denied the request by Bergeron for an injunction. On February 29, 2008, an amended complaint was filed adding two additional investors, one in the Trust and one in The Ridgewood Power Growth Fund ("Growth Fund"), as derivative plaintiffs. On October 6, 2010, the Superior Court allowed the plaintiffs to file a second amended complaint adding a claim that the defendants breached fiduciary duties to the Trust and Growth Fund by forming affiliated funds to finance the expansion of underlying projects in which each of the Trust and Growth Fund had an interest rather than using alternative financing, which allegedly resulted in a misallocation of sale proceeds. As previously reported, Bergeron is no longer a party to this derivative action; however the other plaintiffs continue to pursue this matter. Discovery recently ended. A pre-trial conference is scheduled for September 2, 2011 and trial set to begin on November 29, 2011. In May 2010, the Managing Shareholder formed a Special Litigation Committee comprised of two members independent of the Managing Shareholder, the Trust and Growth Fund. The purpose of the committee, as stated in its charter, is to perform an independent evaluation of the derivative action and make all decisions on behalf of the Trust and Growth Fund relative to the derivative action. The Special Litigation Committee has retained legal counsel and has reviewed documents and interviewed witnesses related to the litigation. On October 29, 2010, the Special Litigation Committee issued its report finding that, in the committee's opinion, there is not sufficient evidence to support the plaintiffs' allegations and the chance of the plaintiffs succeeding on the merits of the complaint to be extremely poor. The Special Litigation Committee concluded that the Trust and Growth Fund should move to have the complaint dismissed and the litigation ended. Counsel to the Special Litigation Committee filed a motion to dismiss. The plaintiffs challenged the motion to dismiss, oral arguments were heard in July 2011, and the judge denied the motion to dismiss in early August 2011. The defendants anticipate that the court's ruling will be appealed. The costs of the Special Litigation Committee are being borne by the Trust and Growth Fund. |
CASH AND CASH EQUIVALENTS
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
CASH AND CASH EQUIVALENTS [Abstract] | Â |
CASH AND CASH EQUIVALENTS |
3. CASH AND CASH EQUIVALENTS The Trust considers all highly liquid investments with maturities, when purchased, of three months or less as cash and cash equivalents. At June 30, 2011, cash and cash equivalents did not exceed federal insured limits. |
-4]?M/YX^+BF'5..T?]J^X1
MN[SXHW/%^E?O>GWVNPNU/*C!:L.FP[;GJ31,]"6?\4$@VJ$/5^(4W0X^@-@W
MD4);16ILQ^;M879[ZWEF4W-X8*SA9V#^FI/=7S/9AC%,&\4-K>:69JNU2*S+
M2W]N;T&:NW,K0OU_>O@MD6AO[\F&PY^+Q$$`O[9(@\82###"IC"V1(O6,E)L
M#`,GL1;'YB[K+7$<--
BASIS OF PRESENTATION
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
BASIS OF PRESENTATION [Abstract] | Â |
BASIS OF PRESENTATION |
2. BASIS OF PRESENTATION The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules of the United States Securities and Exchange Commission (the "SEC") and, in the opinion of management, include all adjustments that are necessary for a fair presentation of the condensed consolidated financial statements for the periods presented. 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 ("GAAP") have been condensed or omitted pursuant to SEC rules. These condensed consolidated financial statements should be read in conjunction with the Trust's Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 18, 2011 (the "2010 Form 10-K"). No significant changes have been made to the Trust's accounting policies and estimates disclosed in its 2010 Form 10-K. Upon the effectiveness of the Trust's Plan of Dissolution, the Trust began preparing its consolidated financial statements on the liquidation basis of accounting. This basis of accounting is considered appropriate when, among other things, liquidation of the Trust is probable. Under this basis of accounting, assets are valued at their estimated net realizable values and liabilities are valued at their estimated settlement amounts. The valuation of assets and liabilities requires management to make significant estimates and assumptions. Upon conversion to the liquidation basis of accounting, the Trust accrued known estimated values of assets expected to be received and known estimated costs expected to be incurred in liquidation. On an ongoing basis, the Trust evaluates the estimates and assumptions that can have a significant impact on the Trust's reported net assets in liquidation. Actual amounts may differ materially and adversely from these estimates. If there are delays in liquidating the Trust, actual costs incurred during the liquidation process would increase, reducing net assets available in liquidation and for future distributions to shareholders. |
INVESTMENT
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2011
|
||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENT [Abstract] | Â | |||||||||||||||||||||||||||||||||||||||||||||
INVESTMENT |
4. INVESTMENT On March 2, 2010, NEH disposed of all of its interest in REFI for cash to Mr. Zaki Girges, the general manager of REFI, and El Orouba for Water Desalination S.A.E., an Egyptian joint stock company owned by Mr. Girges and his family. NEH received gross proceeds, prior to expenses, of $13,000 of which $1,833 was allocated to the Trust. Summarized statement of operations data for NEH for the period from January 1, 2010 to March 2, 2010 was as follows:
|
CONDENSED CONSOLIDATED STATEMENTS OF NET ASSETS (USD $)
In Thousands |
Jun. 30, 2011
|
Dec. 31, 2010
|
---|---|---|
Current assets: | Â | Â |
Cash and cash equivalents | $ 13 | $ 440 |
Due from affiliates | 100 | Â |
Other current assets | 12 | 6 |
Total assets | 125 | 446 |
Current liabilities: | Â | Â |
Accounts payable and accrued expenses | 95 | 231 |
Due to affiliates | 20 | 179 |
Total liabilities | 115 | 410 |
Net assets in liquidation | $ 10 | $ 36 |