x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2013
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Or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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22-3437351
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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500 Delaware Avenue, #1112
Wilmington, DE
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19801
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(Address of Principal Executive Offices)
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(Zip Code)
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(302) 888-7444
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(Registrant’s Telephone Number, Including Area Code)
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Not Applicable
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ
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(Do not check if a smaller reporting company)
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PART I.
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FINANCIAL INFORMATION
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Page
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1
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5
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6
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6
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PART II.
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OTHER INFORMATION
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7
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7
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7
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7
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7
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7
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7
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8
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RIDGEWOOD ELECTRIC POWER TRUST V
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CONDENSED STATEMENTS OF NET ASSETS
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(Liquidation Basis)
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(in thousands)
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June 30,
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December 31,
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|||||||
2013
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2012
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|||||||
(unaudited)
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||||||||
ASSETS
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Total assets
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$
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-
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$
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-
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LIABILITIES AND NET ASSETS
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Total liabilities
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$
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-
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$
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-
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Net assets in liquidation
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$
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-
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$
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-
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RIDGEWOOD ELECTRIC POWER TRUST V
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CONDENSED STATEMENTS OF CHANGES IN NET ASSETS
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(Liquidation Basis)
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(unaudited, in thousands, except per share amounts)
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Six Months Ended June 30,
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Three Months Ended June 30,
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2013
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2012
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2013
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2012
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Net assets in liquidation, beginning of period
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$ | - | $ | 1,011 | $ | - | $ | - | ||||||||
Distributions to shareholders
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- | (1,011 | ) | - | - | |||||||||||
Net assets in liquidation, end of period
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$ | - | $ | - | $ | - | $ | - | ||||||||
Distributions per Investor Share
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$ | - | $ | 1,087 | $ | - | $ | - |
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·
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with participation from the Managing Shareholder’s primary insurer, Twin City Fire Insurance Company, part of the Hartford Insurance Group, to cause a cash payment to be made to the Trust and Growth Fund, less attorneys’ fees awarded by the court to the plaintiffs’ attorneys and a reimbursement to the Managing Shareholder as partial reimbursement for operating expenses of the Trust and Growth Fund;
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·
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to assign to the derivative plaintiffs, on behalf of the Trust and Growth Fund, all of the defendants’ rights and claims for coverage from, and any claims for damages against, Liberty Mutual Insurance Company (“Liberty”), the Managing Shareholder’s excess insurance carrier;
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·
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for the Managing Shareholder and any affiliated entities to waive any rights to any future distributions by the Trust and Growth Fund; and
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·
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for the Managing Shareholder to waive the bulk of the Managing Shareholder’s management fees for 2011, as well as all management fees on a going-forward basis, and for the Managing Shareholder to pay the on-going normal and recurring operating expenses of the Trust and Growth Fund until the two funds are liquidated.
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·
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possible contingent liabilities and risks associated with the dissolution and liquidation of the Trust,
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·
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costs or liabilities of an unusual or nonrecurring nature incurred during liquidation,
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·
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the actual timing of the completion of the liquidation process, including, without limitation, the timing of the resolution of the matters described in Part I, Item 1, Note 3. “Legal Proceedings”, and
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·
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the amount, likelihood and timing of liquidating distributions, if any.
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Exhibit
No.
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Description
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31
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*
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Certification of Jeffrey H. Strasberg, Chief Executive and Financial Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a).
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32
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*
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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.
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101.INS
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*#
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XBRL Instance Document.
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101.SCH
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*#
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XBRL Taxonomy Extension Schema Document.
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101.CAL
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*#
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.LAB
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*#
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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*#
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XBRL Taxonomy Extension Presentation Linkbase Document.
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*
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Filed herewith.
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#
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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.
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RIDGEWOOD ELECTRIC POWER TRUST V
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Date: July 11, 2013
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By:
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/s/ Jeffrey H. Strasberg
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Jeffrey H. Strasberg
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Chief Executive and Financial Officer
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(Principal Executive, Financial and Accounting Officer)
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1.
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I have reviewed this report on Form 10-Q of Ridgewood Electric Power Trust V;
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2.
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Based on my knowledge, this 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 report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this 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 report;
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4.
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I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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/s/ Jeffrey H. Strasberg
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Name:
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Jeffrey H. Strasberg
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Title:
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Chief Executive and Financial Officer
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(Principal Executive Officer and Principal Financial Officer)
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Date:
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July 11, 2013
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.
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/s/ Jeffrey H. Strasberg
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Name:
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Jeffrey H. Strasberg
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Title:
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Chief Executive and Financial Officer
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(Principal Executive Officer and Principal Financial Officer)
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Date:
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July 11, 2013
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DESCRIPTION OF BUSINESS
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6 Months Ended |
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Jun. 30, 2013
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DESCRIPTION OF BUSINESS [Abstract] | |
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 of beneficial interest ("Investor Shares") in April 1996 and concluded its offering in April 1998. The Trust has 932.8877 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"). Historically, the Trust focused primarily on independent power generation facilities, water desalinization plants and other infrastructure projects both in the US and abroad. 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 the date of issuance of these financial statements, the Trust has not been liquidated, primarily due to on-going matters discussed in Note 3. The Managing Shareholder is unable to estimate when these matters will be resolved and what financial impact the matters will have on the Trust's net assets or the timing, likelihood or amount of any future distributions to shareholders. In March 2012, the Trust made distributions to its shareholders of $1,011, or $1,087 per Investor Share, as a result of the settlement agreement discussed in Note 3. The Managing Shareholder, and its affiliates, did not receive any portion of the distribution, including any distributions to Investor Shares. It is possible that resolution of the matters discussed in Note 3 could result in a payment to the Trust; however, the Trust does not anticipate making additional distributions until the Trust has completed the liquidation process. At that time, the Trust's remaining cash, if any, will be distributed to holders of Investor Shares other than any Investor Shares held by the Managing Shareholder or its affiliates. The Trust currently has no cash, and does not expect to have any cash with which to make further distributions to shareholders unless resolution of the matters discussed in Note 3 results in a payment to the Trust. The Trust believes that it currently has access to sufficient resources to meet its anticipated obligations, as the Managing Shareholder has agreed to pay the on-going normal and recurring operating expenses of the Trust and waive all future management fees. Additionally, the Trust is not paying any on-going expenses regarding the matters discussed in Note 3. As a result, no remaining estimated expenses for liquidation have been reflected in the accompanying financial statements of the Trust and there was no financial activity for the three and six months ended June 30, 2013. 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 financial statements. |
LEGAL PROCEEDINGS
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6 Months Ended | ||||||||||||
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Jun. 30, 2013
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LEGAL PROCEEDINGS [Abstract] | |||||||||||||
LEGAL PROCEEDINGS | 3. LEGAL PROCEEDINGS 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. The derivative plaintiffs later amended the complaint to add a claim that the defendants breached fiduciary duties to the Trust and The Ridgewood Power Growth Fund ("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. In December 2011, the defendants agreed to a settlement agreement with the derivative plaintiffs, subject to approval by the Court. The defendants disputed the allegations, asserted that the financing transactions were fair and denied all wrongdoing, but agreed:
In January 2012, the Court gave its final approval of the settlement. The Court did not determine the merits of the plaintiffs' allegations, rendered no verdict and the settlement agreement is not an admission of any of the facts alleged by the plaintiffs or of any wrongdoing by the defendants. In March 2012, the cash portion of the settlement was made to the two funds, allocated in accordance with the agreement, and distributions made to their respective shareholders. The amount of cash distributed to the Trust's shareholders totaled $1,011. The derivative plaintiffs are responsible for the managing, and ultimate disposition, of any claims against Liberty, and as a result, the Managing Shareholder is not able to predict when there will be a resolution of the claims, or if such resolution will include a payment to the Trust and Growth Fund. In June 2012, the derivative plaintiffs filed an amended claim in Suffolk County Superior Court, Commonwealth of Massachusetts, against Liberty, to pursue claims that were assigned as part of the above-mentioned settlement, including among other things, breach of contract. The plaintiffs are seeking the award of damages, interest, costs and attorney fees, as well as the authority to enforce the January 2012 settlement agreement against Liberty. The parties have filed cross-motions for summary judgment, which were heard by the Court on March 14, 2013. No decision has been issued as of the date of the issuance of these financial statements. |
DESCRIPTION OF BUSINESS (Details) (USD $)
In Thousands, except Share data, unless otherwise specified |
1 Months Ended | 3 Months Ended | 6 Months Ended | ||
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Mar. 31, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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DESCRIPTION OF BUSINESS [Abstract] | |||||
Number of shares outstanding | 932.8877 | 932.8877 | 932.8877 | 932.8877 | |
Distributions to shareholders | $ 1,011 | $ 1,011 | |||
Distributions per Investor Share | $ 1,087 | $ 1,087 |
LEGAL PROCEEDINGS (DETAILS) (USD $)
In Thousands, unless otherwise specified |
1 Months Ended | 3 Months Ended | 6 Months Ended | ||
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Mar. 31, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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LEGAL PROCEEDINGS [Abstract] | |||||
Distributions to shareholders | $ 1,011 | $ 1,011 |
CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (USD $)
In Thousands, except Per Share data, unless otherwise specified |
1 Months Ended | 3 Months Ended | 6 Months Ended | ||
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Mar. 31, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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CONDENSED STATEMENTS OF CHANGES IN NET ASSETS [Abstract] | |||||
Net assets in liquidation, beginning of period | $ 1,011 | ||||
Distribution to shareholders | (1,011) | (1,011) | |||
Net assets in liquidation, end of period | |||||
Distributions per Investor Share | $ 1,087 | $ 1,087 |
BASIS OF PRESENTATION
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6 Months Ended |
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Jun. 30, 2013
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BASIS OF PRESENTATION [Abstract] | |
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION The accompanying condensed 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 financial statements for the periods presented. Certain information and footnote disclosures normally included in 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 financial statements should be read in conjunction with the Trust's Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on January 15, 2013 (the "2012 Form 10-K"). No significant changes have been made to the Trust's accounting policies and estimates disclosed in its 2012 Form 10-K. The financial statements were prepared 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 on-going 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. |
CONDENSED STATEMENTS OF NET ASSETS (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2013
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Dec. 31, 2012
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---|---|---|
ASSETS | ||
Total assets | ||
LIABILITIES AND NET ASSETS | ||
Total liabilities | ||
Net assets in liquidation |
BASIS OF PRESENTATION (Policy)
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6 Months Ended |
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Jun. 30, 2013
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BASIS OF PRESENTATION [Abstract] | |
Basis of Presentation | The accompanying condensed 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 financial statements for the periods presented. Certain information and footnote disclosures normally included in 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 financial statements should be read in conjunction with the Trust's Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on January 15, 2013 (the "2012 Form 10-K"). No significant changes have been made to the Trust's accounting policies and estimates disclosed in its 2012 Form 10-K. The financial statements were prepared 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 on-going 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. |
Document and Entity Information
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6 Months Ended |
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Jun. 30, 2013
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Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2013 |
Entity Registrant Name | RIDGEWOOD ELECTRIC POWER TRUST V |
Entity Central Index Key | 0001060755 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2013 |
Document Fiscal Period Focus | Q2 |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 932.8877 |