Attached files
| file | filename |
|---|---|
| EX-21 - RIDGEWOOD ELECTRIC POWER TRUST V | ex21.htm |
| EX-32 - RIDGEWOOD ELECTRIC POWER TRUST V | ex32.htm |
| EX-31.2 - RIDGEWOOD ELECTRIC POWER TRUST V | ex31_2.htm |
| EX-31.1 - RIDGEWOOD ELECTRIC POWER TRUST V | ex31_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
10-K
(Mark
One)
| x |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
fiscal year ended December 31, 2009
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, DE 19801
|
||||
|
(Address
of Principal Executive Offices, including Zip Code)
|
||||
|
(302)
888-7444
|
||
|
(Registrant’s
telephone number, including area code)
|
SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
|
None
|
SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
|
Investor
Shares of Beneficial Interest
|
||
|
(Title
of Class)
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No þ
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. Yes o No þ
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 þ No o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes o No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. þ
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company þ
|
|
(Do
not check if a smaller reporting
company)
|
|||
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
No
þ
There is
no market for the Investor Shares. The number of Investor Shares outstanding at
February 28, 2010 was 932.8877.
FORM
10-K
PART
I
|
Page
|
||
|
Item
1.
|
3
|
|
| Item 1A. | Risk Factors | 6 |
|
Item
1B.
|
6
|
|
|
Item
2.
|
6
|
|
|
Item
3.
|
6
|
|
|
Item
4.
|
6
|
|
|
PART
II
|
||
|
Item
5.
|
7
|
|
|
Item
6.
|
7
|
|
|
Item
7.
|
7
|
|
|
Item
7A.
|
9
|
|
|
Item
8.
|
9
|
|
|
Item
9.
|
9
|
|
|
Item
9A.
|
9
|
|
|
Item
9B.
|
10
|
|
|
PART
III
|
||
|
Item
10.
|
10
|
|
|
Item
11.
|
11
|
|
|
Item
12.
|
12
|
|
|
Item
13.
|
12
|
|
|
Item
14.
|
13
|
|
|
PART
IV
|
||
|
Item
15.
|
14
|
|
|
17
|
||
Forward-Looking
Statements
Certain
statements discussed in Item 1. “Business”, Item 3. “Legal
Proceedings”, Item 7. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and elsewhere in this Annual Report on
Form 10-K 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 expectations, opinions and estimates as of the date they are made.
Although management believes that the expectations, opinions and estimates
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:
|
|
·
|
possible
contingent liabilities and risks associated with the dissolution and
liquidation of the Trust, including, without limitation, settlement of the
Trust’s liabilities and obligations, and the outcome of the matters
described in Item 3. “Legal Proceedings” of this
report,
|
|
|
·
|
costs
incurred in connection with the carrying out of the plan of liquidation
and dissolution of the Trust, and
|
|
|
·
|
the
actual timing of the completion of the liquidation process, including the
amount and timing of any liquidating
distributions.
|
Additional
information concerning the factors that could cause actual results to differ
materially from those in the forward-looking statements is contained in this
Annual Report on Form 10-K. Any forward-looking statement that the Trust
makes, speaks only as of the date of this report. The Trust undertakes no
obligation to publicly update or revise any forward-looking statements or
cautionary factors, as a result of new information, future events or otherwise,
except as required by law.
PART
I
Overview
Ridgewood
Electric Power Trust V (the “Trust”) is a Delaware trust formed on March 14,
1996 primarily to make investments in projects and businesses in the energy and
infrastructure sectors both in the US and abroad. The Managing
Shareholder of the Trust is Ridgewood Renewable Power LLC, a New Jersey limited
liability company (the “Managing Shareholder” or “RRP”). As the Managing
Shareholder, RRP has direct and exclusive control over the management and
operations of the Trust.
Historically,
the Trust focused primarily on projects fueled by renewable sources of fuel and
on water treatment facilities in remote locations serving hotel resort
developments. These projects allowed the Trust to develop secure long-term
positions in attractive specialty markets for products and services provided by
its projects and companies. As of December 31, 2009, the Trust had one remaining
operating investment, located in Egypt (“Ridgewood Egypt”).
On
December 22, 2008, the Trust sold its interests in Indeck Maine and 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 obligation 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 Trust’s ability to make distributions in a timely manner.
The Plan
of Dissolution gives sole authority to the Managing Shareholder to conduct the
Trust’s dissolution, liquidation and termination without additional shareholder
approval. As of March 31, 2010, the Trust has not been liquidated primarily
due to on-going litigation discussed in Item 3. “Legal
Proceedings”.
On March
2, 2010, the Ridgewood Egypt business was sold as discussed below. The
Trust also owned hydro-electric projects that were sold in November 2009, as
discussed below.
There is
no public market for Investor Shares and one is not likely to develop. In
addition, Investor Shares are subject to significant restrictions on transfer
and resale and cannot be transferred or resold except in accordance with the
Trust’s Declaration of Trust (“Declaration of Trust”) and applicable federal and
state securities laws.
Managing
Shareholder
RRP, via
a predecessor corporation, was founded in 1991 by Robert E. Swanson. As the
Managing Shareholder, RRP has direct and exclusive control over the management
of the Trust’s operations.
RRP
performed, or arranged for the performance of, the operation and maintenance of
the projects invested in by the Trust and continues to perform the management
and administrative services required for Trust operations. Among other services,
RRP administers the accounts, including tax and other financial information, and
handles relations with the shareholders. RRP also provides the Trust with office
space, equipment and facilities and other services necessary for its operation.
Effective upon the approval of the Plan of Dissolution, the Managing Shareholder
has sole authority to dissolve, liquidate and terminate the Trust.
As
compensation for its management services, the Managing Shareholder is entitled
to (i) an annual management fee, payable monthly, equal to 2.5% of the total
capital contributions made by the Trust’s shareholders, and (ii) a 20% interest
in the cash distributions made by the Trust in excess of certain threshold
amounts expressed in terms of shareholder returns, which have not been, and are
not expected to be, achieved by the Trust. The Managing Shareholder is also
entitled to receive reimbursement from the Trust for operating expenses incurred
by the Trust, or on behalf of the Trust and paid by RRP, as the Managing
Shareholder. RRP has arranged for administrative functions required to be
performed for the Trust to be performed by an affiliate, Ridgewood Power
Management LLC (“RPM”), and at RPM’s costs, such costs are reimbursed to RPM by
the Trust. RRP also serves as the managing shareholder (or managing member as
appropriate) of a number of affiliated trusts and investment vehicles similar to
the Trust and, through RPM, provides services to those entities similar to those
provided to the Trust.
Affiliates
of RRP act on behalf of a number of investment vehicles in the oil and gas and
venture capital sectors in a manner similar to that for which RRP serves on
behalf of the Trust.
Ridgewood
Egypt
In 1999,
the Trust and The Ridgewood Power Growth Fund (“Growth Fund”) jointly formed and
funded Ridgewood Near East Holdings LLC and its wholly-owned subsidiary, RW
Egyptian Holdings LLC (collectively, “NEH”) to develop electric power and water
purification plants for resort hotels along the Red Sea in Egypt. In 2000,
Growth Fund made additional investments and acquired majority ownership of NEH,
which controls and owns all contractual rights to the ownership of Ridgewood
Egypt for Infrastructure LLC (Egypt) (“REFI”). In 2001, the Ridgewood/Egypt Fund
(“Egypt Fund”), an affiliate of Growth Fund and the Trust, made contributions to
NEH in exchange for a noncontrolling interest.
In 2001,
NEH, through REFI, formed a wholly-owned subsidiary and also purchased a 28%
equity interest in Sinai For Environmental Services S.A.E. (“Sinai”), which owns
a 5,750 cubic meters (approximately 1.5 million gallons) per day water
desalinization plant in Egypt. In February 2002, REFI made an additional
investment to increase its ownership to 53% and gain control of Sinai. From 2006
through 2008, REFI acquired additional direct and indirect interests in Sinai,
bringing its total ownership in Sinai to 75.9%. The Trust owns 14.1%, Growth
Fund owns 68.1%, and Egypt Fund owns 17.8% of NEH. The assets of REFI are
located in Egypt.
As of
December 31, 2009, REFI, excluding Sinai, owned 31 projects having a capacity to
make 32,900 cubic meters (approximately 8.5 million gallons) of potable water
per day and electricity generating capacity of approximately 24 megawatts. The
projects generally sell their output under contracts and other arrangements at
prevailing market rates. The electricity generating capacity of REFI is used
primarily by its own water treatment plants thereby displacing electricity the
water plants would otherwise have to purchase from third parties. This
arrangement helps REFI control costs and increase reliability. The business of
REFI is managed and operated by employees of REFI, with its main office located
in Cairo, Egypt.
A portion
of the assets of Sinai are collateral for a Sinai bank term loan facility. REFI
and its subsidiaries qualify for income tax holidays that began to expire on
December 31, 2008.
On
December 10, 2009, NEH entered into a sale and purchase agreement whereby, NEH
would receive a return of a portion of its investments and simultaneously
dispose 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 (“El Orouba”) owned by Mr. Girges and his family. The transaction
was subject to the approval by a majority of the shares held by shareholders of
the Growth Fund and Egypt Fund, which was obtained on March 2,
2010. Since the Trust is already in liquidation, its shareholders’
consent was not required in connection with this transaction. On March 2, 2010,
the funds that own Ridgewood Egypt received gross proceeds, prior to expenses,
of $13 million; the gross proceeds allocated to the Trust totaled $1.8 million.
A summary of the terms and conditions of the transaction is provided in a
Current Report on Form 8-K filed with the United States Securities and Exchange
Commission (“SEC”) on December 21, 2009.
The
transaction agreements did not give the purchasers any rights to post-closing
claims for indemnification against NEH or any of the affiliated trusts. Under
the transaction agreements, all parties mutually agreed to release each other
from any and all claims they may have against each other. NEH and the Trust did
not make any representation or warranties in the connection with the
transaction.
Maine
Hydro and US Hydro
In August
1996, the Trust and Ridgewood Electric Power Trust IV (“Trust IV”) formed
Ridgewood Maine Hydro Partners, L.P. (“Maine Hydro”) and in December 1996,
acquired a portfolio of hydro-electric facilities located in Maine from CHI
Energy, Inc. The Trust and Trust IV owned equal interests in Maine
Hydro.
From
April 2000 through November 2002, the Trust and Growth Fund acquired
hydro-electric generating facilities from Synergics, Inc. The Trust owned 29.2%
and Growth Fund owned 70.8% of US Hydro.
On
November 20, 2009, Maine Hydro and subsidiaries of US Hydro entered into a
purchase and sale agreement and sold for cash, all of the assets of Maine Hydro
and all of its equity interests in the US Hydro projects to KEI (USA) Power
Management Inc. and certain of its subsidiaries (“KEI USA”), which are
affiliated with Kruger Energy, Inc., a Canada-based international company. The
total gross purchase price of the sale for Maine Hydro and US Hydro, including a
post-closing adjustment made in 2010 for estimated working capital at the time
of the sale, totaled $7.3 million and $5.4 million, respectively. The purchase
price allocated to the Trust for the sale of Maine Hydro and US Hydro was $3.7
million and $1.6 million, respectively. US Hydro retained ownership of a note
receivable totaling $1.1 million, which was assigned to the Trust and Growth
Fund and was collected in full in February 2010, and various minor land parcels
with an insignificant estimated fair value. A summary of the terms and
conditions of the sale is provided in a Current Report on Form 8-K filed with
the SEC on November 23, 2009.
The
sellers gave a limited number of representations and warranties to the buyers in
connection with the sale that are considered typical of such transactions.
Should there be a breach of those representations and warranties, the buyers
must first make a claim against an insurance policy purchased by the sellers for
claims arising from any such breach. As of the date of such filing, the Trust is
not aware of any such claims.
Indeck
Maine
In June
1997, the Trust and Trust IV purchased equal portions of a preferred membership
interest in Indeck Maine Energy, LLC, an Illinois limited liability company
(“Indeck Maine”) that owned two electric power generating stations fueled by
clean wood biomass at West Enfield and Jonesboro, both in Maine. Indeck Energy
Services, Inc. (“IES”), an entity unaffiliated with the Trust, owned the
remaining membership interest in Indeck Maine and was the seller in the June
1997 transaction.
On August
22, 2008, Ridgewood Maine LLC (“Ridgewood Maine”), co-owned by the Trust and
Trust IV, and IES (together the “Sellers”) entered into a purchase and sale
agreement to sell 100% of the membership interests of Indeck Maine to Covanta
Energy Corporation (“Covanta”) for cash, subject to various closing conditions,
including approval of shareholders of the Trust and Trust IV. A summary of the
terms and conditions of the sale is provided in Current Reports on Form 8-K
filed with the SEC on August 25, 2008 and November 14, 2008.
On
December 22, 2008, the Sellers completed the sale and transferred 100% of the
membership interests in Indeck Maine to Covanta for an aggregate purchase price
of $53.9 million, which includes a net working capital adjustment of $3.1
million as defined in the purchase and sale agreement, as amended, less
estimated retention and vacation payments of $1.2 million relating to RPM staff
based at the Indeck Maine facilities.
Insurance
The Trust
has in place, either directly or through investee companies, insurance typical
for activities such as those conducted by the Trust or its investee companies.
These policies include property and casualty, business interruption,
workman’s compensation and political risk insurance, which the Trust
believes to be appropriate.
Employees
The Trust
does not have employees. The activities of the Trust are performed either by
employees of the Managing Shareholder or its affiliates, and, prior to the sale
of REFI by employees of REFI.
Offices
The
principal office of the Trust is located at 1314 King Street, Wilmington,
Delaware, 19801 and its phone number is 302-888-7444. The Managing Shareholder’s
principal office is located at 14 Philips Parkway, Montvale, New Jersey, 07645
and its phone number is 201-447-9000.
Not
required.
Not
applicable.
Information
regarding the Trust’s properties is contained in Item 1.
“Business”.
On
December 30, 2005, an investor in the Trust and several affiliated entities,
Paul Bergeron, on behalf of himself and as Trustee for the Paul Bergeron Trust
(“Bergeron”), filed a Complaint in the Federal District Court in
Massachusetts. The action was brought against, among others, the Managing
Shareholder and persons who are or were officers of the Managing Shareholder
(the “Defendants”). In June 2009, this lawsuit was settled with the Managing
Shareholder making a payment to Bergeron and purchasing its interests in funds
managed by the Defendants. The amount of the settlement allocated to the Trust
by the Managing Shareholder totaled $0.3 million.
On March
20, 2007, Bergeron commenced a derivative action, 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 the plaintiffs for an
injunction. On February 29, 2008, the plaintiffs filed an amended complaint
adding two additional investors, one in the Trust and one in Growth Fund, as
additional plaintiffs. Discovery is ongoing and a trial date is currently
scheduled for January 2011. While Bergeron is no longer a party to the
derivative action, the other plaintiffs continue to pursue this
matter.
On August
16, 2006, the Trust and several affiliated entities, including the Managing
Shareholder, filed lawsuits against the former independent registered public
accounting firm for the Trust and several affiliated entities, Perelson Weiner
LLP (“Perelson Weiner”), in New Jersey Superior Court. The suit alleged
professional malpractice and breach of contract in connection with audit and
accounting services performed for the Trust and other plaintiffs by Perelson
Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against the
Trust and other plaintiffs, alleging breach of contract due to unpaid invoices
with a combined total of approximately $1.2 million. Discovery is ongoing and a
trial date is currently scheduled for May 17, 2010. The costs and expenses
of this litigation, including adverse judgments, if any, are being paid by the
Managing Shareholder and affiliated management companies and not the underlying
investment funds.
PART
II
Market
Information
There has
never been an established public trading market for the Trust’s Investor
Shares.
Holders
As of
February 28, 2010, there were 1,819 holders of Investor Shares.
Dividends
Trust
distributions for the years ended December 31, 2009 and 2008 were as
follows (in thousands, except per share data):
|
2009
|
2008
|
|||||||
|
Distributions
to Investors
|
$
|
18,191
|
$
|
2,293
|
||||
|
Distributions
per Investor Share
|
19,500
|
2,458
|
||||||
|
Distributions
to Managing Shareholder
|
76
|
9
|
||||||
The Trust
anticipates making additional distributions to the holders of Investor Shares if
it is determined that the Trust has cash in excess of amounts needed to satisfy
its remaining liabilities and complete the liquidation process.
Not
required.
The
following discussion and analysis should be read in conjunction with the Trust’s
Consolidated Financial Statements and Notes which appear elsewhere in this
Annual Report on Form 10-K. This discussion contains forward-looking statements
that involve risks, uncertainties and assumptions. The Trust’s actual results
could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those set forth in
“Forward-Looking Statements” and elsewhere in this Annual Report on
Form 10-K.
Overview
The Trust
is a Delaware trust formed on March 14, 1996 primarily to make investments in
projects and businesses in the energy and infrastructure sectors both in the US
and abroad. RRP, a New Jersey limited liability company, is the Managing
Shareholder of the Trust and has direct and exclusive control over the
management and operations of the Trust.
Historically,
the Trust focused primarily on projects fueled by renewable sources of fuel and
on water treatment facilities in remote locations serving hotel resort
developments. These projects allowed the Trust to develop secure long-term
positions in attractive specialty markets for products and services provided by
its projects and companies. As of December 31, 2009, the Trust had one remaining
operating investment, located in Egypt.
The
Trust’s accompanying consolidated financial statements include the accounts of
the Trust. The Trust’s consolidated financial statements also include the
Trust’s 14.1% interest in NEH, which was sold on March 2, 2010. The Trust owned
a 29.2% interest in US Hydro and 50% interest in Maine Hydro, which were
sold in November 2009. Also, the Trust previously owned a 25% interest in Indeck
Maine, which was sold in December 2008. All of the Trust’s investments were
accounted for under the equity method of accounting, as the Trust had the
ability to exercise significant influence but did not control the operating and
financial policies of these investments.
On
December 10, 2009, NEH entered into a sale and purchase agreement whereby, NEH
would receive a return of a portion of its investments and simultaneously
dispose of all of its interest in REFI. The transaction was subject to the
approval by a majority of the shares held by shareholders of the Growth Fund and
Egypt Fund, which was obtained on March 2, 2010. Since the Trust is
already in liquidation, its shareholders’ consent was not required in connection
with this transaction. On March 2, 2010, the funds that own Ridgewood Egypt
received gross proceeds, prior to expenses, of $13 million; the gross proceeds
allocated to the Trust totaled $1.8 million. A summary of the terms and
conditions of the transaction is provided in a Current Report on Form 8-K filed
with the SEC on December 21, 2009.
On
November 20, 2009, Maine Hydro and subsidiaries of US Hydro entered into a
purchase and sale agreement and sold for cash, all of the assets of Maine Hydro
and all of its equity interests in the US Hydro projects to KEI USA. The total
gross purchase price of the sale for Maine Hydro and US Hydro, including a
post-closing adjustment made in 2010 for estimated working capital at the time
of the sale, totaled $7.3 million and $5.4 million, respectively. The purchase
price allocated to the Trust for the sale of Maine Hydro and US Hydro was $3.7
million and $1.6 million, respectively. A summary of the terms and conditions of
the sale is provided in a Current Report on Form 8-K filed with the SEC on
November 23, 2009.
On
December 22, 2008, the Trust sold its interests in Indeck Maine and the Trust’s
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 obligation under the Exchange Act. The
Plan of Dissolution gives sole authority to the Managing Shareholder to conduct
the Trust’s dissolution, liquidation and termination without additional
shareholder approval. As of the date of this filing, the Trust has not been
liquidated primarily due to on-going litigation discussed in Item 3. “Legal
Proceedings”.
Liquidation
Basis of Accounting
The
consolidated financial statements for the period from January 1, 2008 to
December 22, 2008, were prepared on the going concern basis of accounting, which
contemplates realization of assets and satisfaction of liabilities in the normal
course of business. Upon the effectiveness of the Trust’s Plan of Dissolution,
the Trust adopted the liquidation basis of accounting, effective December 23,
2008. 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 net realizable values and liabilities are valued at
their estimated settlement amounts. However, the Trust was not able to
reasonably estimate the net realizable value of its investment in NEH, Maine
Hydro and US Hydro. As a result, these investment assets were accounted for
using the going concern basis of accounting. 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 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 costs and income may differ
materially and adversely from these estimates. If there are delays in
liquidating the Trust, actual costs incurred during the liquidation process may
increase, reducing net assets available in liqidation.
Critical
Accounting Policies and Estimates
The
discussion and analysis of the Trust’s financial condition and results of
operations are based upon the Trust’s consolidated financial statements, which
have been prepared in conformity with accounting principles generally accepted
in the United States of America (“GAAP”). In preparing these financial
statements, the Trust is required to make certain estimates and assumptions that
affect the reported amounts of the Trust’s assets, liabilities, revenues and
expenses, including the disclosure of contingent assets and liabilities, as well
as the reported amounts of changes in net assets. The estimates also affect the
reported estimated value of net realizable assets and settlement of liabilities.
The Trust evaluates these estimates and assumptions on an ongoing basis. The
Trust bases its estimates and assumptions on historical experience and on
various other factors that the Trust believes to be reasonable at the time the
estimates and assumptions are made. However, future events and their effects
cannot be predicted with absolute certainty. Therefore, the determination of
estimates requires the exercise of judgment. Actual results may differ from
these estimates and assumptions under different circumstances or conditions, and
such differences may be material to the consolidated financial
statements.
Results
of Operations and Changes in Financial Condition
As the
Trust adopted the liquidation basis of accounting effective December 23, 2008,
any subsequent costs incurred and income received is included in consolidated
statements of changes in net assets. During 2009, net assets in liquidation
decreased by $20.4 million, from $21.6 million to $1.2 million, primarily due to
$18.3 million in distribution to shareholders, $1.9 million loss from
unconsolidated entities and $1.8 million in Management fees payable to the
Managing Shareholder. Management fees payable represents the estimated amount
that will be paid to the Managing Shareholder for the services it provides to
the Trust through completion of the liquidation. In addition, 2009 net assets
include adjustments to liquidation accruals of $0.7 million resulting from
change in legal fees, accounting fees, insurance and severance expenses related
to wind-down activities of the Trust, partially offset by gains of $2.5 million
on sale of the Maine Hydro and US Hydro projects.
The
consolidated statements of operations and the statement of cash flows are
presented on a going concern basis of accounting and therefore only include
results from January 1, 2008 to December 22, 2008 and as a result, no
comparative discussion is presented.
Future
Liquidity and Capital Resource Requirements
The Trust
believes it has sufficient cash and cash equivalents to provide working capital
for the next 12 months. The Trust intends to distribute excess cash to its
shareholders after liquidating its assets and satisfying its
liabilities.
Off-Balance
Sheet Arrangements
None.
Contractual
Obligations and Commitments
None.
Not
required.
The
consolidated financial statements of the Trust, including the notes thereto and
the report of the Trust’s Independent Registered Public Accounting Firm thereon,
are presented beginning on page F-1 of this Form 10-K.
None.
Evaluation
of Disclosure Controls and Procedures
In
accordance with Rule 13a-15(b) of the Exchange Act, the Trust’s management, with
the participation of the Trust’s Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Trust’s disclosure controls and
procedures, as defined in Exchange Act Rule 13a-15(e). Based on this evaluation,
the Trust’s Chief Executive Officer and Chief Financial Officer concluded that
the Trust’s disclosure controls and procedures were effective as of the end of
the period covered by this report to ensure that information required to be
disclosed by the Trust in reports filed pursuant to Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC
rules and forms and that information required to be disclosed by the Trust is
accumulated and communicated to senior management so as to allow timely
decisions regarding required disclosure.
Management’s
Annual Report on Internal Control over Financial Reporting
The
Trust’s management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Trust. The Trust’s internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with policies or procedures may deteriorate.
Management
of the Trust, including its Chief Executive Officer and Chief Financial Officer,
assessed the effectiveness of the Trust’s internal control over financial
reporting as of December 31, 2009. In making this assessment,
management of the Trust used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control over Financial
Reporting — Guidance for Smaller Public Companies. Based on this
evaluation, the Trust’s management concluded that as of December 31, 2009, the
Trust’s internal controls over financial reporting were effective.
This
Annual Report on Form 10-K does not include an attestation report of the Trust’s
independent registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to
attestation by the Trust’s independent registered public accounting firm
pursuant to temporary rules of the SEC that permit the Trust to provide only
management’s report in this Annual Report.
Changes
in Internal Control over Financial Reporting
The
Trust’s Chief Executive Officer and Chief Financial Officer have concluded that
there was no change in the Trust's internal control over financial reporting
that occurred during the fiscal quarter ended December 31, 2009 that has
materially affected, or is reasonably likely to materially affect, the Trust’s
internal control over financial reporting.
None.
PART
III
The
Trust’s Managing Shareholder, RRP, was originally founded in 1991. The Managing
Shareholder has very broad authority, including the authority to elect executive
officers of the Trust.
Each of
the executive officers of the Trust also serves as an executive officer of the
Managing Shareholder. The executive officers of the Trust are as
follows:
|
Name, Age and Position with
Registrant
|
Officer Since
|
|
Randall
D. Holmes, 62
|
|
|
President
and Chief Executive Officer
|
2004
|
|
Robert
E. Swanson, 63
|
|
|
Chairman
|
1997
|
|
Jeffrey
H. Strasberg, 52
|
|
|
Executive
Vice President and Chief Financial Officer
|
2007
|
|
Daniel
V. Gulino, 49
|
|
|
Senior
Vice President, General Counsel and Secretary
|
2000
|
Set forth
below is the name of and certain biographical information regarding the
executive officers of the Trust:
Randall D. Holmes has served
as President and Chief Executive Officer of the Trust, the Managing Shareholder
and other trusts and limited liability companies since January 2006 and served
as Chief Operating Officer of the Trust, the Managing Shareholder and affiliated
Ridgewood Power trusts and limited liability companies from January 2004 until
January 2006. Prior to such time, Mr. Holmes served as the primary outside
counsel to and has represented the Managing Shareholder and its affiliates since
1991. Immediately prior to being appointed Chief Operating Officer, Mr. Holmes
was counsel to Downs Rachlin Martin PLLC (“DRM”). DRM is one of the primary
outside counsel to the Trust, the Managing Shareholder and its affiliates. Mr.
Holmes is a graduate of Texas Tech University and the University of Michigan Law
School. He is a member of the New York State Bar.
Robert E. Swanson has served
as Chairman of the Trust, the Managing Shareholder and affiliated trusts and
limited liability companies since their inception. From their inception until
January 2006, Mr. Swanson also served as their Chief Executive Officer. Mr.
Swanson is the controlling member of the Managing Shareholder, as well as
Ridgewood Energy and Ridgewood Capital, affiliates of the Trust. Mr. Swanson has
been President and registered principal of Ridgewood Securities since its
formation in 1982, has served as the Chairman of the Board of Ridgewood Capital
since its organization in 1998 and has served as Chief Executive Officer of
Ridgewood Energy since its inception in 1982. Mr. Swanson is a member of the New
York State and New Jersey State Bars, the Association of the Bar of the City of
New York and the New York State Bar Association. He is a graduate of Amherst
College and Fordham University Law School.
Jeffrey H. Strasberg has
served as Executive Vice President and Chief Financial Officer of the Trust, the
Managing Shareholder and affiliated trusts and limited liability companies since
May 2007. Mr. Strasberg also serves as Senior Vice President and Chief Financial
Officer of Ridgewood Capital and affiliated limited liability companies and
Ridgewood Securities and has done so since April 2005. Mr. Strasberg joined
Ridgewood Capital in 1998 where his initial responsibilities were to serve as
interim Chief Financial Officer of various portfolio companies in which
Ridgewood Capital trusts had interests. Mr. Strasberg is a Certified Public
Accountant and a graduate of the University of Florida.
Daniel V. Gulino has served as
Senior Vice President and General Counsel of the Trust, the Managing Shareholder
and affiliated trusts and limited liability companies since 2000 and was
appointed Secretary in February 2007. Mr. Gulino also serves as Senior Vice
President and General Counsel of Ridgewood Energy, Ridgewood Capital, Ridgewood
Securities and affiliated trusts and limited liability companies and has done so
since 2000. Mr. Gulino is a member of the New Jersey State and Pennsylvania
State Bars. He is a graduate of Fairleigh Dickinson University and Rutgers
University School of Law.
Board
of Directors and Board Committees
The Trust
does not have its own board of directors or any board committees. The Trust
relies upon the Managing Shareholder to perform the function that a board of
directors or its committees would otherwise perform. Officers of the Trust are
not directly compensated by the Trust, and all compensation matters are
addressed by the Managing Shareholder, as described in Item 11. “Executive
Compensation”. Because the Trust does not maintain a board of directors and
because officers of the Trust are compensated by the Managing Shareholder, the
Managing Shareholder believes that it is appropriate for the Trust not to have a
nominating or compensation committee.
Managing
Shareholder
The
Trust’s Management Agreement with the Managing Shareholder details how the
Managing Shareholder is to render management, administrative and investment
advisory services to the Trust. Specifically, the Managing Shareholder performs
(or may arrange for the performance of) the management and administrative
services required for the operation of the Trust. Among other services, the
Managing Shareholder administers the accounts and handles relations with
shareholders, provides the Trust with office space, equipment and facilities and
other services necessary for its operation, and conducts the Trust’s relations
with custodians, depositories, accountants, attorneys, brokers and dealers,
corporate fiduciaries, insurers, banks and others, as required.
The
Managing Shareholder also has been responsible for making investment and
divestment decisions, subject to the provisions of the Declaration of Trust. The
Managing Shareholder is obligated to pay the compensation of the personnel and
administrative and service expenses necessary to perform the foregoing
obligations. The Trust pays all other expenses of the Trust, including
transaction expenses, valuation costs, expenses of preparing and printing
periodic reports for shareholders and the SEC, postage for Trust mailings, SEC
fees, interest, taxes, legal, accounting and consulting fees, litigation
expenses and other expenses properly payable by the Trust. The Trust reimburses
the Managing Shareholder for all such Trust expenses paid by the Managing
Shareholder.
As
compensation for the Managing Shareholder’s performance under the Management
Agreement, the Trust is obligated to pay the Managing Shareholder an annual
management fee described below in Item 13. “Certain Relationships and Related
Transactions, and Director Independence”.
Each
investor in the Trust consented to the terms and conditions of the Management
Agreement by subscribing to acquire Investor Shares in the Trust. The Management
Agreement is subject to termination at any time on 60 days prior notice by a
majority in interest of the shareholders or the Managing Shareholder. The
Management Agreement is subject to amendment by the parties upon the approval of
a majority in interest of the investors.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act, requires the Trust’s executive officers and
directors, and persons who own more than 10% of a registered class of the
Trust’s equity securities, to file reports of ownership and changes in ownership
with the SEC. During the past fiscal year, the Managing Shareholder believes
that all filings required to be made by the Trust’s executive officers pursuant
to Section 16(a) of the Exchange Act have been timely filed with the SEC. The
Trust has no directors or 10% shareholders.
Code
of Ethics
In March
2004, the Managing Shareholder, for itself and for the Trust and its affiliates,
adopted a Code of Ethics applicable to the principal executive officer,
principal financial officer, principal accounting officer or controller (or any
persons performing similar functions) of each such entity. A copy of the Code of
Ethics is filed as Exhibit 14 to this Annual Report on Form 10-K.
During
2009 and 2008, the executive officers of the Trust did not receive compensation
directly from the Trust or any of its subsidiaries. They provide managerial
services to the Trust in accordance with the terms of the Trust’s Declaration of
Trust and the Operating Agreement. The Managing Shareholder or affiliated
management companies, determines and pays the compensation of these officers.
Each of the executive officers of the Trust also serves as an executive officer
of the Managing Shareholder and other trusts managed by the Managing Shareholder
and its affiliates.
The Trust
does, however, pay the Managing Shareholder a management fee and the Managing
Shareholder may determine to use a portion of the proceeds from the management
fee to pay compensation to executive officers of the Trust. See Item 13.
“Certain Relationships and Related Transactions, and Director Independence” for
more information regarding Managing Shareholder compensation and payments to
affiliated entities.
The
following table sets forth information with respect to the beneficial ownership
of the Trust’s Investor Shares as of February 28, 2010 (no person owns more than
5%) by:
|
|
·
|
each
executive officer of the Trust (there are no directors);
and
|
|
|
·
|
all
of the executive officers of the Trust as a
group.
|
Beneficial
ownership is determined in accordance with SEC rules and includes voting or
investment power with respect to the securities. Except as indicated by
footnote, and subject to applicable community property laws, the persons named
in the table below have sole voting and investment power with respect to all
Investor Shares shown as beneficially owned by them. Percentage of beneficial
ownership is based on 932.8877 Investor Shares outstanding at February 28, 2010.
Other than as set forth below, no officer of the Trust owns any shares of the
Trust.
|
Name of beneficial owner
|
Number
of
shares
(1)
|
Percent
|
||||||
|
Ridgewood
Renewable Power LLC (Managing Shareholder)
Robert
E. Swanson, controlling member
|
2.66
|
*
|
||||||
|
Robert
E. Swanson, Chairman
|
.15
|
*
|
||||||
|
Executive
officers as a group
|
2.81
|
*
|
||||||
* Represents
less than one percent.
|
|
(1)
|
Does
not include a management share in the Trust representing the beneficial
interests and management rights of the Managing Shareholder in its
capacity as the Managing Shareholder. The management share owned by the
Managing Shareholder is the only issued and outstanding management share
of the Trust. The management rights of the Managing Shareholder are
described in further detail in Item 1. “Business – Managing Shareholder”.
The Managing Shareholder’s beneficial interest in cash distributions of
the Trust and its allocable share of the Trust’s net profits and net
losses and other items attributable to the management share are described
in further detail below in Item 13. “Certain Relationships and Related
Transactions, and Director
Independence”.
|
Under the
terms of the Trust’s Management Agreement, the Trust paid the Managing
Shareholder an annual management fee of $2.3 million for each of the years ended
December 31, 2009 and 2008, as compensation for the services the Managing
Shareholder provides to the Trust, which was equal to 2.5% of the total
contributed capital of the Trust. The management fee is to be paid in monthly
installments and, to the extent that the Trust does not pay the management fee
on a timely basis, the Trust accrues interest at an annual rate of 10% on the
unpaid balance.
Under the
Operating Agreement with the Trust, RPM provides management, purchasing,
engineering, planning and administrative services to the projects operated by
the Trust. RPM charges the projects at its cost for these services and for the
allocable amount of certain overhead items. Allocations of costs are on the
basis of identifiable direct costs or in proportion to amounts invested in
projects managed by RPM. For the years ended December 31, 2009 and 2008, RPM
charged the projects $0.4 million and $0.8 million, respectively, for overhead
items allocated in proportion to the amount invested in projects managed. In
addition, for the years ended December 31, 2009 and 2008, RPM charged the
projects $2.3 million and $21.4 million, respectively, for direct expenses
allocated in proportion to the amount invested in projects managed. These
charges may not be indicative of costs incurred if the projects were not
operated by RPM.
Under the
Declaration of Trust, the Managing Shareholder is entitled to receive,
concurrently with the shareholders of the Trust other than the Managing
Shareholder, 1% of all distributions from operations made by the Trust in a year
until the shareholders have received distributions in that year equal to 12% per
annum of their equity contribution. Thereafter, the Managing Shareholder is
entitled to receive 20% of the distributions for the remainder of the year. The
Managing Shareholder is entitled to receive 1% of the proceeds from dispositions
of Trust property until the shareholders other than the Managing Shareholder,
have received cumulative distributions equal to their original investment
(“Payout”). After Payout, the Managing Shareholder is entitled to receive 20% of
all remaining distributions of the Trust. Distributions to the Managing
Shareholder for the years ended December 31, 2009 and 2008 were $0.1 million and
$9,000, respectively. The Trust has not yet reached Payout and is not expected
to do so.
Income is
allocated to the Managing Shareholder until the profits so allocated equal
distributions to the Managing Shareholder. Thereafter, income is allocated among
the shareholders other than the Managing Shareholder in proportion to their
ownership of Investor Shares. If the Trust has net losses for a fiscal period,
the losses are allocated 99% to the shareholders other than the Managing
Shareholder and 1% to the Managing Shareholder, subject to certain limitations
as set forth in the Declaration of Trust. Amounts allocated to shareholders
other than the Managing Shareholder are apportioned among them in proportion to
their capital contributions.
Under the
terms of the Declaration of Trust, if the Adjusted Capital Account (as defined
in the Declaration of Trust) of a shareholder other than the Managing
Shareholder would become negative using General Allocations (as defined in the
Declaration of Trust), losses and expenses will be allocated to the Managing
Shareholder. Should the Managing Shareholder’s Adjusted Capital Account become
negative and items of income or gain occur, then such items of income or gain
will be allocated entirely to the Managing Shareholder until such time as the
Managing Shareholder’s Adjusted Capital Account becomes positive. This mechanism
does not change the allocation of cash, as discussed above.
In
accordance with the Declaration of Trust, upon or prior to the first
distribution by the Trust in liquidation, the Managing Shareholder is
required to contribute to the capital of the Trust an amount equal to any
deficit in the tax basis capital account of the Managing Shareholder calculated
just prior to the date of such distribution. In March 2009, the Managing
Shareholder contributed $33,000 to the Trust, representing its negative tax
basis capital account at December 31, 2008.
The
following table presents fees and services rendered by Grant Thornton LLP, the
Trust’s principal independent registered public accounting firm, for the years
ended December 31, 2009 and 2008 (in thousands).
|
2009
|
2008
|
|||||||
|
Audit
fees
|
$
|
200
|
$
|
337
|
||||
|
Tax
fees1
|
61
|
56
|
||||||
|
Total
|
$
|
261
|
$
|
393
|
||||
|
1
|
Tax
fees consisted principally of tax compliance, planning and advisory
services as well as tax examination
services.
|
Audit
Committee Pre-Approval Policy
The
Managing Shareholder pre-approves on an annual basis all audit and permitted
non-audit services that may be performed by the Trust’s independent registered
public accounting firm, including the audit engagement terms and fees, and also
pre-approves any detailed types of audit-related and permitted tax services to
be performed during the year. The Managing Shareholder pre-approves permitted
non-audit services on an engagement-by-engagement basis. All of the services
listed in the table above were pre-approved by the Managing
Shareholder.
PART
IV
(a)(1) Consolidated Financial
Statements
See
the Index to Consolidated Financial Statements on Page F-1 of this
report.
(a)(2) Consolidated Financial Statement
Schedules
Not applicable.
(a)(3) Exhibits
Exhibits
required by Section 601 of Regulation S-K:
|
Exhibit No.
|
Description
|
|
|
2.1
|
Purchase
and Sale Agreement, dated November 20, 2009, by and between Ridgewood
Maine Hydro Partners, L.P., subsidiaries of Ridgewood US Hydro Corporation
and KEI(USA) Power Management Inc. and certain of its subsidiaries
(incorporated by reference to Exhibit 2.1 to the Current Report on Form
8-K filed by the Registrant with the SEC on November 23,
2009)
|
|
|
2.2
|
Agreement
Regarding Representations and Warranties dated November 20, 2009, by and
between Ridgewood Renewable Power, LLC, Ridgewood Maine Hydro Partners,
L.P., subsidiaries of Ridgewood US Hydro Corporation and KEI(USA) Power
Management Inc. and certain of its subsidiaries (incorporated by reference
to Exhibit 2.2 to the Current Report on Form 8-K filed by the Registrant
with the SEC on November 23, 2009)
|
|
|
2.3
|
Sale
and Purchase Agreement, dated December 10, 2009, by and between Ridgewood
Near East Holdings LLC, RW Egyptian Holdings LLC, Ridgewood Egypt for
Infrastructure LLC, Mr. Zaki Girges, El Orouba for Water Desalination
S.A.E., Water Desal, LLC and EFG-Hermes Private Equity (incorporated by
reference to Annex A to the Definitive Schedule 14A filed by the
Registrant with the SEC on December 21, 2009)
|
|
|
2.4
|
Loan
Agreement, dated December 10, 2009, by and between Ridgewood Egypt for
Infrastructure LLC, Water Desal, LLC and Mr. Zaki Girges (incorporated by
reference to Annex A to the Definitive Schedule 14A filed by the
Registrant with the SEC on December 21, 2009)
|
|
|
2.5
|
Escrow
Agreement, dated December 10, 2009, by and between Ridgewood Near East
Holdings LLC, RW Egyptian Holdings LLC, Ridgewood Egypt for Infrastructure
LLC, Mr. Zaki Girges, El Orouba for Water Desalination S.A.E., Water
Desal, LLC and HSBC Bank Egypt SAE (incorporated by reference to Annex A
to the Definitive Schedule 14A filed by the Registrant with the SEC on
December 21, 2009)
|
|
|
2.6
|
Plan
of Liquidation and Dissolution of Ridgewood Electric Power Trust V
(incorporated by reference to Annex A to the Definitive Schedule 14A
filed by the Registrant with the SEC on December 2,
2008)
|
|
|
2.7
|
Purchase
and Sale Agreement, dated August 19, 2008, by and among Ridgewood
Maine, L.L.C., Indeck Energy Services, Inc., Covanta Energy Corporation,
and for certain limited purposes, Indeck Maine Energy, LLC (incorporated
by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the
Registrant with the SEC on August 25, 2008)
|
|
|
2.8
|
Amendment
No. 1 to the Purchase and Sale Agreement, dated November 11, 2008, by
and among Ridgewood Maine, L.L.C., Indeck Energy Services, Inc., Covanta
Energy Corporation, and for certain limited purposes Indeck Maine Energy,
LLC (incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K filed by the Registrant with the SEC on November 14,
2008)
|
|
|
3
|
(i)(A)
|
Certificate
of Trust of the Registrant (incorporated by reference to the Registrant’s
Registration Statement on Form 10-12G filed with the SEC on April 30,
1998)
|
|
3
|
(i)(B)
|
Certificate
of Amendment to the Certificate of Trust of the Registrant filed with
Delaware Secretary of State on December 18, 2003 (incorporated by
reference to the Annual Report on Form 10-K filed by the Registrant with
the SEC on September 27, 2007)
|
|
3
|
(ii)(A)
|
Amended
Declaration of Trust of the Registrant (incorporated by reference to the
Registrant’s Registration Statement on Form 10-12G filed with the SEC on
April 30, 1998)
|
|
3
|
(ii)(B)
|
Second
Amendment to the Declaration of Trust of the Registrant (incorporated by
reference to the Registrant’s Registration Statement on Form 10-12G filed
with the SEC on April 30, 1998)
|
|
3
|
(ii)(C)
|
Third
Amendment to the Declaration of Trust of the Registrant (incorporated by
reference to the Registrant’s Registration Statement on Form 10-12G filed
with the SEC on April 30, 1998)
|
|
3
|
(ii)(D)
|
First
Amendment to the Declaration of Trust of the Registrant (incorporated by
reference to the Registrant’s Definitive Schedule 14A filed with the SEC
on November 5, 2001, SEC File No. 000-24143)
|
|
3
|
(ii)(E)
|
Amendment
to the Declaration of Trust of the Registrant effective January 1, 2005
(incorporated by reference to the Annual Report on Form 10-K for the year
ended December 31, 2005 filed by the Registrant with the SEC on September
27, 2007)
|
|
10.1
|
#
|
Management
Agreement between the Trust and Managing Shareholders, dated April 12,
1996 (incorporated by reference to the Registrant’s Registration Statement
on Form 10-12G filed with the SEC on April 30, 1998)
|
|
10.2
|
#
|
Amended
and Restated Management Agreement between the Registrant and the Managing
Shareholders made as of March 20, 2003 (incorporated by reference to the
Annual Report on Form 10-K filed by the Registrant with the SEC on
September 27, 2007)
|
|
10.3
|
Backup
Certificate Agreement, dated August 19, 2008, by and among Indeck
Maine Energy, LLC, Ridgewood Providence Power Partners, L.P., Ridgewood
Rhode Island Generation, LLC, Linwood 0708 LLC, Rhode Island LFG Genco,
LLC, and for certain limited purposes, Ridgewood Power Management LLC, and
Covanta Energy Corporation (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K filed by the Registrant with the SEC on
August 25, 2008)
|
|
|
|
||
|
10.4
|
First
Amendment to the Backup Certificate Agreement, dated November 11, 2008, by
and among Indeck Maine Energy, LLC, Ridgewood Providence Power Partners,
L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC, Rhode
Island LFG Genco, LLC, and for certain limited purposes, Ridgewood Power
Management LLC and Covanta Energy Corporation (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant
with the SEC on November 14, 2008)
|
|
|
10.5
|
Guaranty
of Covanta Energy Corporation dated August 19, 2008 (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the
Registrant with the SEC on August 25, 2008)
|
|
|
10.6
|
First
Amendment to the Guaranty of Covanta Energy Corporation, dated as of
November 11, 2008 (incorporated by reference to Exhibit 10.2 to the
Current Report on Form 8-K filed by the Registrant with the SEC on
November 14, 2008)
|
|
|
10.7
|
Sellers
Omnibus Agreement, dated August 19, 2008, by and among Ridgewood
Maine, L.L.C., Indeck Energy Services, Inc., and for certain limited
purposes Ridgewood Renewable Power LLC (incorporated by reference to
Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant
with the SEC on August 25, 2008)
|
|
|
|
||
|
10.8
|
First
Amendment to the Sellers Omnibus Agreement, dated as of November 11, 2008,
by and among Ridgewood Maine, LLC Indeck Energy Services, Inc. and,
for certain limited purposes, Ridgewood Renewable Power LLC (incorporated
by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by
the Registrant with the SEC on November 14, 2008)
|
|
|
10.9
|
Certificate
Sale Support Agreement, dated July 31, 2008, by and among Linwood
0708 LLC, Ridgewood Rhode Island Generation, LLC, Ridgewood
Providence Power Partners, L.P., Rhode Island LFG Genco, LLC, Indeck
Energy Services, Inc., Ridgewood Electric Power Trust I, Ridgewood
Electric Power Trust III, Ridgewood Electric Power Trust IV,
Ridgewood Electric Power Trust V, Ridgewood Power B Fund/Providence
Expansion, and Ridgewood Renewable Power, LLC (incorporated by
reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the
Registrant with the SEC on August 25, 2008)
|
|
|
10.10
|
First
Amendment to the Certificate Sale Support Agreement, dated as of
November 11, 2008, by and among Linwood 0708 LLC, Ridgewood Rhode
Island Generation, LLC, Ridgewood Providence Power Partners, L.P., Rhode
Island LFG Genco, LLC, Indeck Energy Services, Inc., Ridgewood Electric
Power Trust I, Ridgewood Electric Power Trust III, Ridgewood Electric
Power Trust IV, Ridgewood Electric Power Trust V, Ridgewood Power B
Fund/Providence Expansion and Ridgewood Renewable Power, LLC (incorporated
by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by
the Registrant with the SEC on November 14,
2008)
|
|
10.11
|
Agency
Agreement, dated August 19, 2008, among Ridgewood Providence Power
Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC,
Ridgewood Power Management, LLC and Indeck Maine Energy, LLC (incorporated
by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by
the Registrant with the SEC on August 25, 2008)
|
|
|
10.12
|
First
Amendment to the Agency Agreement, dated as of November 11, 2008,
among Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island
Generation, LLC, Linwood 0708 LLC, Ridgewood Power Management, LLC and
Indeck Maine Energy, LLC (incorporated by reference to Exhibit 10.5 to the
Current Report on Form 8-K filed by the Registrant with the SEC on
November 14, 2008)
|
|
|
10.13
|
#
|
Senior
Executive Bonus Plan (incorporated by reference to Exhibit 10.6 to the
Quarterly Report on Form 10-Q filed by the Registrant with the SEC on
November 14, 2008)
|
|
10.14
|
#
|
Amendment
to Senior Executive Bonus Plan (incorporated by reference to Exhibit 10.1
to the Current Report on Form 10-Q filed by the Registrant with the SEC on
November 6, 2009)
|
|
10.15
|
#
|
The
CLPE Holdings Management Incentive Plan dated August 6, 2003 (incorporated
by reference to Exhibit 10.10 to the Annual Report on Form 10-K of
The Ridgewood Power Growth Fund filed with the SEC on August 17,
2007)
|
|
10.16
|
#
|
Service
Agreement dated October 1, 2004 between Douglas R. Wilson and CLPE
Holdings Limited (incorporated by reference to Exhibit 10.13 to the Annual
Report on Form 10-K of The Ridgewood Power Growth Fund filed with the
SEC on August 17, 2007)
|
|
10.17
|
#
|
Deed
of Waiver dated January 22, 2007 between Randall D. Holmes and CLPE
Holdings Limited relating to a bonus entitlement under The CLPE Holdings
Management Incentive Plan (incorporated by reference to Exhibit 10.15 to
the Annual Report on Form 10-K of The Ridgewood Power Growth Fund
filed with the SEC on August 17, 2007)
|
|
10.18
|
#
|
Compromise
Agreement dated February 22, 2007 between Douglas R. Wilson and CLPE
Holdings Limited (incorporated by reference to Exhibit 10.16 to the Annual
Report on Form 10-K of The Ridgewood Power Growth Fund filed with the
SEC on August 17, 2007)
|
|
10.19
|
#
|
Deed
of Waiver dated January 22, 2007 between Douglas R. Wilson and CLPE
Holdings Limited relating to a bonus entitlement under The CLPE Holdings
Management Incentive Plan (incorporated by reference to Exhibit 10.14 to
the Annual Report on Form 10-K of The Ridgewood Power Growth Fund
filed with the SEC on August 17, 2007)
|
|
14
|
Code
of Ethics, adopted on March 1, 2004 (incorporated by reference to Exhibit
14 of the Annual Report on Form 10-K filed by The Ridgewood Power Growth
Fund with the SEC on March 1, 2006)
|
|
|
21
|
*
|
Subsidiaries
of the Registrant
|
|
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.
|
#
|
A
management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 15(a)(3) of Form
10-K.
|
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:
March 31, 2010
|
By:
|
/s/ Randall
D. Holmes
|
|
|
Randall
D. Holmes
|
|||
|
President
and Chief Executive Officer
|
|||
|
(Principal
Executive Officer)
|
|||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
Signature
|
Capacity
|
Date
|
||
|
/s/
Randall D. Holmes
|
President
and Chief Executive Officer
|
March
31, 2010
|
||
|
Randall
D. Holmes
|
(Principal
Executive Officer)
|
|||
|
/s/
Jeffrey H. Strasberg
|
Executive
Vice President and Chief Financial Officer
|
March
31, 2010
|
||
|
Jeffrey
H. Strasberg
|
(Principal
Financial and Accounting Officer)
|
|||
|
RIDGEWOOD RENEWABLE POWER
LLC
|
||||
|
(Managing
Shareholder)
|
||||
|
By:
/s/ Randall D. Holmes
|
President
and Chief Executive Officer of Managing Shareholder
|
March
31, 2010
|
||
|
Randall
D. Holmes
|
||||
RIDGEWOOD
ELECTRIC POWER TRUST V
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
|
Page
|
|
|
F-2
|
|
|
F-3
|
|
|
F-4
|
|
|
F-5
|
|
|
F-6
|
|
|
F-7
|
|
|
F-8
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Managing
Shareholder and
Shareholders
Ridgewood
Electric Power Trust V
We have
audited the accompanying consolidated statements of net assets in liquidation
(liquidation basis) of Ridgewood Electric Power Trust V (a Delaware trust) as of
December 31, 2009 and 2008, and the related consolidated statements of changes
in net assets in liquidation (liquidation basis) for the year ended December 31,
2009 and for the period from December 23, 2008 to December 31,
2008. We also have audited the consolidated statements of operations
and comprehensive income, changes in shareholders’ equity (deficit) and cash
flows for the period from January 1, 2008 to December 22, 2008. These
consolidated financial statements are the responsibility of the Trust’s
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement. The Trust is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Trust’s internal control over financial reporting. Accordingly, we
express no such opinion. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
As described in Note 1 to
the consolidated financial statements, the shareholders of Ridgewood Electric
Power Trust V approved the sale of its interests in Indeck Maine and, as a
result, the Trust’s plan of
liquidation became
effective on December 22, 2008
. The Trust has
changed its
basis of accounting for
periods subsequent to December 22, 2008 from the going-concern
basis to a liquidation
basis.
In our opinion, the
financial statements referred to above present fairly, in all material respects,
the net assets in liquidation (liquidation basis) of Ridgewood Electric Power
Trust V and subsidiaries as of December 31, 2009 and 2008, the changes in their
net assets in
liquidation for the year
ended December 31, 2009 and for the period from December 23, 2008 to December
31, 2008, the results of their operations and their cash flows for the period
from January 1, 2008 to December 22, 2008 in conformity with
accounting principles generally accepted in the United States of America applied
on the bases
described in the
preceding paragraph.
/s/ GRANT THORNTON LLP
Edison,
New Jersey
March 31,
2010
|
CONSOLIDATED
STATEMENTS OF NET ASSETS
|
||||||||
|
(Liquidation
Basis)
|
||||||||
|
(in
thousands)
|
||||||||
|
December
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
ASSETS
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 2,024 | $ | 14,734 | ||||
|
Unbilled
receivables
|
- | 466 | ||||||
|
Due
from affiliates
|
- | 3,148 | ||||||
|
Deposits
|
- | 2,243 | ||||||
|
Prepaid
expenses and other current assets
|
442 | 264 | ||||||
|
Total
current assets
|
2,466 | 20,855 | ||||||
|
Investments
|
1,601 | 5,410 | ||||||
|
Total
assets
|
$ | 4,067 | $ | 26,265 | ||||
|
LIABILITIES
AND NET ASSETS
|
||||||||
|
Current
liabilities:
|
||||||||
|
Accounts
payable and accrued expenses
|
$ | 861 | $ | 2,133 | ||||
|
Due
to affiliates
|
1,958 | 2,516 | ||||||
|
Total
liabilities
|
$ | 2,819 | $ | 4,649 | ||||
|
Net
assets in liquidation
|
$ | 1,248 | $ | 21,616 | ||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
CONSOLIDATED
STATEMENTS OF CHANGES IN NET ASSETS
|
||||||||
|
(Liquidation
Basis)
|
||||||||
|
(in
thousands)
|
||||||||
|
Period
From
|
||||||||
|
Year
Ended
|
December
23, 2008 to
|
|||||||
|
December
31, 2009
|
December
31, 2008
|
|||||||
|
Net
assets in liquidation, beginning of period
|
$ | 21,616 | $ | 24,433 | ||||
|
Decrease
in cash and cash equivalents
|
- | (86 | ) | |||||
|
Distribution
to shareholders
|
(18,267 | ) | - | |||||
|
Investment
loss in unconsolidated entities
|
(1,929 | ) | (7 | ) | ||||
|
Gain
on disposal of Maine Hydro
|
2,158 | - | ||||||
|
Gain
on disposal of US Hydro
|
373 | |||||||
|
Management
fee to Managing Shareholder
|
(1,775 | ) | (2,332 | ) | ||||
|
Settlement
of litigation
|
(260 | ) | - | |||||
|
Adjustment
to liquidation accruals
|
(668 | ) | (891 | ) | ||||
|
Capital
contribution due from Managing Shareholder
|
- | 33 | ||||||
|
RPS
Attributes produced, but not sold
|
- | 466 | ||||||
|
Net
assets in liquidation, end of year
|
$ | 1,248 | $ | 21,616 | ||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
CONSOLIDATED
STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
|
||||
|
(Going
Concern Basis)
|
||||
|
(in
thousands, except per share data)
|
||||
|
Period
From
|
||||
|
January
1, 2008 to
|
||||
|
December
22, 2008
|
||||
|
Operating
expenses:
|
||||
|
General
and administrative expenses
|
$ | 1,282 | ||
|
Management
fee to Managing Shareholder
|
2,332 | |||
|
Total
operating expenses
|
3,614 | |||
|
Loss
from operations
|
(3,614 | ) | ||
|
Other
income (expense):
|
||||
|
Equity
in income of Maine Hydro
|
229 | |||
|
Equity
in income of US Hydro
|
6 | |||
|
Equity
in income of NEH
|
223 | |||
|
Equity
in loss of Indeck Maine
|
(509 | ) | ||
|
Gain
on disposal of Indeck Maine
|
7,190 | |||
|
Interest
income, affiliates
|
475 | |||
|
Total
other income, net
|
7,614 | |||
|
Net
income
|
4,000 | |||
|
Foreign
currency translation adjustment
|
(27 | ) | ||
|
Comprehensive
income
|
$ | 3,973 | ||
|
Managing
Shareholder - Net income
|
$ | 40 | ||
|
Investor
Shareholders - Net income
|
3,960 | |||
|
Net
income per Investor Share
|
4,245 | |||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
CONSOLIDATED
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
|
||||||||||||
|
PERIOD
FROM JANUARY 1, 2008 TO DECEMBER 22, 2008
|
||||||||||||
|
(Going
Concern Basis)
|
||||||||||||
|
(in
thousands)
|
||||||||||||
|
Managing
|
Total
|
|||||||||||
|
Shareholders'
|
Shareholder
|
Shareholders'
|
||||||||||
|
Equity
|
Deficit
|
Equity
|
||||||||||
|
Balance
at December 31, 2007
|
$ | 22,951 | $ | (656 | ) | $ | 22,295 | |||||
|
Net
income
|
3,960 | 40 | 4,000 | |||||||||
|
Foreign
currency translation adjustment
|
(27 | ) | - | (27 | ) | |||||||
|
Capital
contributions
|
462 | 5 | 467 | |||||||||
|
Cash
distributions
|
(2,293 | ) | (9 | ) | (2,302 | ) | ||||||
|
Balance
at December 22, 2008
|
$ | 25,053 | $ | (620 | ) | $ | 24,433 | |||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
CONSOLIDATED
STATEMENT OF CASH FLOWS
|
||||
|
(Going
Concern Basis)
|
||||
|
(in
thousands)
|
||||
|
Period
From
|
||||
|
January
1, 2008 to
|
||||
|
December
22, 2008
|
||||
|
Cash
flows from operating activities:
|
||||
|
Net
income
|
$ | 4,000 | ||
|
Adjustments
to reconcile net income to net cash used in operating
activities:
|
||||
|
Gain
on disposal of Indeck Maine
|
(7,190 | ) | ||
|
Interest
income on notes receivable
|
(389 | ) | ||
|
Equity
interest in (income) loss of:
|
||||
|
Maine
Hydro
|
(229 | ) | ||
|
US
Hydro
|
(6 | ) | ||
|
NEH
|
(223 | ) | ||
|
Indeck
Maine
|
509 | |||
|
Cash
distributions from Maine Hydro
|
963 | |||
|
Cash
distributions from US Hydro
|
389 | |||
|
Changes
in operating assets and liabilities:
|
||||
|
Deposits
|
(2,977 | ) | ||
|
Prepaid
expenses and other current assets
|
(232 | ) | ||
|
Accounts
payable and accrued expenses
|
1,099 | |||
|
Due
to/from affiliates, net
|
430 | |||
|
Total
adjustments
|
(7,856 | ) | ||
|
Net
cash used in operating activities
|
(3,856 | ) | ||
|
Cash
flows from investing activities:
|
||||
|
Proceeds
from disposal of Indeck Maine
|
14,086 | |||
|
Cash
flows from financing activities:
|
||||
|
Cash
distributions to shareholders
|
(2,302 | ) | ||
|
Net
increase in cash and cash equivalents
|
7,928 | |||
|
Cash
and cash equivalents, beginning of year
|
6,892 | |||
|
Cash
and cash equivalents, end of period
|
$ | 14,820 | ||
|
Supplemental
disclosure of noncash financing activities:
|
||||
|
Noncash
activity in connection with Indeck Maine sale:
|
||||
|
Exchange
of notes for membership units
|
$ | 5,654 | ||
|
Distribution
of Indeck Maine unbilled and other receivables
|
2,570 | |||
|
Distributions
of deposits
|
573 | |||
The
accompanying notes are an integral part of these consolidated financial
statements.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except
per share data)
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 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, 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 consolidated financial statements include the accounts of
the Trust. The Trust’s consolidated financial statements also include the
Trust’s 14.1% interest in Ridgewood Near East Holding LLC (“NEH”), which was
sold on March 2, 2010. The Trust owned a 29.2% interest in Ridgewood US Hydro
Corporation (“US Hydro”) and 50% interest in Ridgewood Maine Hydro
Partners, L.P. (“Maine Hydro”), which were sold in November 2009. Also, the
Trust previously owned a 25% interest in Indeck Maine Energy, LLC (“Indeck
Maine”), which was sold in December 2008. All of the Trust’s investments
were accounted for under the equity method of accounting, as the Trust had the
ability to exercise significant influence but did not control the operating and
financial policies of these investments.
See Note
4, for detail discussion on sale of the Trust’s investments mentioned
above.
On
December 22, 2008, the Trust sold its interests in Indeck Maine and 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 obligation under the Securities Exchange
Act of 1934, as amended. 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 Trust’s ability to
make distributions in a timely manner.
The Plan
of Dissolution gives sole authority to the Managing Shareholder to conduct the
Trust’s dissolution, liquidation and termination without additional shareholder
approval. As of March 31, 2010, the Trust has not been liquidated primarily
due to on-going litigation discussed in Item 3. “Legal
Proceedings”.
The
Managing Shareholder performed, or arranged for the performance of, the
operation and maintenance of the projects invested in by the Trust and continues
to perform the management and administrative services required for Trust
operations. Among other services, the Managing Shareholder administers the
accounts, including tax and other financial information, and handles relations
with the shareholders. The Managing Shareholder also provides the Trust with
office space, equipment and facilities and other services necessary for its
operation.
The Trust
has evaluated subsequent events and transactions through the date of the
issuance of its financial statements, and has made disclosure of a material
subsequent event in Note 7.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
a)
Basis of Presentation
The
consolidated financial statements include the accounts of the Trust. All
material intercompany transactions have been eliminated in
consolidation.
The Trust
uses the equity method of accounting for its investments in affiliates, which
are 50% or less owned, as the Trust had the ability to exercise significant
influence over the operating and financial policies of the affiliates but does
not control the affiliate. The Trust’s share of the earnings or losses of the
affiliates is included in the consolidated financial
statements.
The
consolidated financial statements for the period from January 1, 2008 to
December 22, 2008, were prepared on the going concern basis of accounting, which
contemplates realization of assets and satisfaction of liabilities in the normal
course of business. Upon the effectiveness of the Trust’s Plan of Dissolution,
the Trust adopted the liquidation basis of accounting, effective December 23,
2008. 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 net realizable values and liabilities are valued at
their estimated settlement amounts. However, the Trust was not able to
reasonably estimate the net realizable value of its investment in NEH, Maine
Hydro and US Hydro. As a result, these investment assets were accounted for
using the going concern basis of accounting. 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 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 costs and income may differ
materially and adversely from these estimates.
RIDGEWOOD
ELECTRIC POWER TRUST V
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except
per share data)
b)
Use of Estimates
The
preparation of consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America (“GAAP”) requires
the Trust to make estimates and assumptions that affect the reported amounts of
the Trust’s assets, liabilities, revenues and expenses including the disclosure
of contingent assets and liabilities, as well as the reported amounts of changes
in net assets. The estimates also affect the reported estimated value of net
realizable assets and settlement of liabilities. The Trust evaluates these
estimates and assumptions on an ongoing basis. The Trust evaluates its estimates
of assets, including investments, and other current assets and recordable
liabilities for litigation and other contingencies. The Trust bases its
estimates and assumptions on historical experience, current and expected
conditions and various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different circumstances or conditions.
c) 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 December 31, 2009 and
2008, cash and cash equivalents exceeded federal insured limits by $1,758 and
$14,372, respectively, all of which was invested either in US Treasury bills or
money market accounts that invest primarily in US government
securities.
d)
Unbilled Receivables
Unbilled
receivables represents the estimated realizable value of Renewable Portfolio
Standards Attributes (“RPS Attributes”) distributed from Indeck Maine,
for which revenue had been earned but for which no invoices had been generated
under executed commitments as the certificates to be exchanged had not been
issued by the appropriate regulatory body. The issuance of renewable
certificates by the regulatory body only occurs once every three
months.
e) Fair
Value of Financial Instruments
At
December 31, 2009 and 2008, the carrying value of the Trust’s cash and cash
equivalents, unbilled receivables, deposits, other current assets, accounts
payable and accrued expenses, and other liabilities approximates their fair
value due to their short-term nature.
f) Foreign
Currency Translation
The
Egyptian pound is the functional currency of the Trust’s Egyptian subsidiary.
The consolidated financial statements of the Trust’s foreign subsidiary are
translated into US dollars. Assets and liabilities are translated into US
dollars using the current exchange rate in effect at the balance sheet date,
while revenues and expenses are translated using the average exchange rate
during the applicable reporting period. The cumulative foreign currency
translation adjustment is a component of other comprehensive
income.
g) Comprehensive
Income
The
Trust’s comprehensive income consists of net income and foreign currency
translation adjustments.
h) Income
Taxes
No
provision is made for income taxes in the Trust’s consolidated financial
statements as the net income or losses of the Trust are passed through and
included in the income tax returns of the individual shareholders of the
Trust.
RIDGEWOOD
ELECTRIC POWER TRUST V
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except
per share data)
i)
Reclassifications
Certain
items in previously issued consolidated financial statements have been
reclassified for comparative purposes. This had no effect on net
assets.
j) Subsequent
Events
In May
2009, the Financial Accounting Standards Board (“FASB”) issued guidance
regarding subsequent events which establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. It requires the
disclosure of the date through which an entity has evaluated subsequent events
and the basis for that date. The Trust adopted this guidance effective June 30,
2009, with no material impact on its consolidated financial statements. In
February 2010, the FASB amended its previous guidance regarding subsequent
events by removing the requirement for a registrant to disclose a date through
which subsequent events have been evaluated.
k)
FASB Accounting Standards Codification
In June 2009, the
FASB announced the FASB Accounting Standards Codification (the “Codification”)
as the single source of authoritative non-governmental GAAP superseding
existing codification from the FASB, American Institute of Certified Public
Accountants, Emerging Issues Task Force, and related accounting literature.
Effective September 30, 2009, the Codification superseded all existing non-SEC
accounting and reporting standards and all other non-grandfathered non-SEC
accounting literature not included in the Codification became
non-authoritative. The Trust adopted the Codification with no
material impact on its consolidated financial statements.
3.
CHANGES IN NET ASSETS IN LIQUIDATION
The Trust
initially applied the liquidation basis of accounting in its financial
statements assuming that it would be liquidated by June 2010. Upon
conversion to the liquidation basis of accounting, the Trust accrued known
estimated values of assets expected to be received and known estimated costs to
be incurred in liquidation. However, the Trust was not able to reasonably
estimate the net realizable value of its investment in NEH, Maine Hydro and US
Hydro. As a result, these investment assets were accounted for using the going
concern basis of accounting. On an ongoing basis, the Trust evaluates the
estimates and assumptions that can have a significant impact on Trust’s reported
net assets in liquidation. Actual costs and income may differ materially and
adversely from these estimates. If there are delays in liquidating the
Trust, actual costs incurred during the liquidation process may increase,
reducing net assets available in liquidation. The following adjustments were
made to the consolidated statements of changes in net assets for the year ended
December 31, 2009.
|
Distribution
to shareholders
|
$ | (18,267 | ) | |
|
Investment
loss in unconsolidated entities1
|
(1,929 | ) | ||
|
Gain
on disposal of Maine Hydro and US Hydro
|
2,531 | |||
|
Settlement
of litigation
|
(260 | ) | ||
|
Estimated
management fees to be incurred during liquidation2
|
(1,775 | ) | ||
|
Estimated
profession fees3
|
(305 | ) | ||
|
Other
estimated liquidation costs4
|
(363 | ) | ||
| $ | (20,368 | ) |
|
1
|
Includes
Trust’s share of equity loss for NEH, Maine Hydro and US
Hydro.
|
|
2
|
Management
fees represent the estimated amount that will be paid to the Managing
Shareholder for the services it provides to the Trust through completion
of the liquidation.
|
|
3
|
Includes
estimated legal and accounting fees expected to be incurred related to the
wind-down activities of the Trust.
|
|
4
|
Primarily
includes insurance and severance expenses related to wind-down activities
of the Trust.
|
RIDGEWOOD
ELECTRIC POWER TRUST V
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except
per share data)
4. INVESTMENTS
Maine
Hydro and US Hydro
In August
1996, the Trust and Ridgewood Electric Power Trust IV (“Trust IV”) formed
Ridgewood Maine Hydro Partners, L.P. (“Maine Hydro”) and in December 1996,
acquired a portfolio of hydro-electric facilities located in Maine from CHI
Energy, Inc. The Trust and Trust IV owned equal interests in Maine
Hydro.
From
April 2000 through November 2002, the Trust and The Ridgewood Power Growth Fund
(“Growth Fund”) acquired hydro-electric generating facilities from Synergics,
Inc. The Trust owned 29.2% and Growth Fund owned 70.8% of US Hydro.
On
November 20, 2009, Maine Hydro and subsidiaries of US Hydro entered into a
purchase and sale agreement and sold for cash, all of the assets of Maine Hydro
and all of its equity interests in the US Hydro projects to KEI (USA) Power
Management Inc. and certain of its subsidiaries, which are affiliated with
Kruger Energy, Inc., a Canada-based international company. The total gross
purchase price of the sale for Maine Hydro and US Hydro, including a
post-closing adjustment made in 2010 for estimated working capital at the time
of the sale, totaled $7,293 and $5,409, respectively. The purchase price
allocated to the Trust for the sale of Maine Hydro and US Hydro was $3,646 and
$1,580, respectively. The Trust recorded a gain of $2,158 and $373 on the sale
of Maine Hydro and US Hydro, respectively, in the accompanying consolidated
statements of changes in net assets.
Summarized
balance sheet data for Maine Hydro and US Hydro at December 31, 2008 is as
follows:
|
Maine
Hydro
|
||||
|
Current
assets
|
$ | 1,583 | ||
|
Noncurrent
assets
|
2,137 | |||
|
Total
assets
|
$ | 3,720 | ||
|
Current
liabilities
|
$ | 668 | ||
|
Partners'
equity
|
3,052 | |||
|
Total
liabilities and partners' equity
|
$ | 3,720 | ||
|
Trust
share of Maine Hydro equity
|
$ | 1,526 | ||
|
US
Hydro
|
||||
|
Current
assets
|
$ | 796 | ||
|
Noncurrent
assets
|
5,595 | |||
|
Total
assets
|
$ | 6,391 | ||
|
Current
liabilities
|
$ | 526 | ||
|
Noncurrent
liabilities
|
648 | |||
|
Shareholders'
equity
|
5,217 | |||
|
Total
liabilities and shareholders' equity
|
$ | 6,391 | ||
|
Trust
share of US Hydro equity
|
$ | 1,534 | ||
RIDGEWOOD
ELECTRIC POWER TRUST V
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except
per share data)
Summarized
statements of operations for Maine Hydro and US Hydro for the period from
January 1, 2009 to November 20, 2009 and for the year ended December 31, 2008 is
as follows:
|
Maine
Hydro
|
||||||||
|
2009
|
2008
|
|||||||
|
Revenues
|
$ | 2,331 | $ | 5,473 | ||||
|
Cost
of revenues
|
2,089 | 3,104 | ||||||
|
Other
expenses, net
|
1,094 | 1,860 | ||||||
|
Total
expenses
|
3,183 | 4,964 | ||||||
|
Net
(loss) income
|
$ | (852 | ) | $ | 509 | |||
|
Trust
share of (loss) income in Maine Hydro
|
$ | (426 | ) | $ | 254 | |||
As the
Trust adopted the liquidation basis of accounting, the Trust’s share of income
in Maine Hydro is included in the accompanying consolidated statement of
operations through December 22, 2008. The Trust’s share of Maine Hydro equity
reflected above includes loss of $426 and income of $25 for the period ended
November 20, 2009 and for the period from December 23, 2008 to December 31,
2008, respectively, which is included as a part of the investment loss in
unconsolidated entities in the accompanying consolidated statements of changes
in net assets.
|
US
Hydro
|
||||||||
|
2009
|
2008
|
|||||||
|
Revenues
|
$ | 2,707 | $ | 3,806 | ||||
|
Cost
of revenues
|
657 | 2,677 | ||||||
|
Operating
expenses
|
1,729 | 1,877 | ||||||
|
Other
non-operating (expense) income, net
|
1,001 | (711 | ) | |||||
|
Total
expenses
|
3,387 | 3,843 | ||||||
|
Net
loss
|
$ | (680 | ) | $ | (37 | ) | ||
|
Trust
share of loss in US Hydro
|
$ | (199 | ) | $ | (10 | ) | ||
As the
Trust adopted the liquidation basis of accounting, the Trust’s share of loss in
US Hydro is included in the accompanying consolidated statement of operations
through December 22, 2008. The Trust’s share of US Hydro equity reflected above
includes a loss of $199 and $16 for the period ended November 30, 2009 and for
the period from December 23, 2008 to December 31, 2008, respectively, which
is included as a part of the investment loss in unconsolidated entities in
the accompanying consolidated statements of changes in net assets.
NEH
In 1999,
the Trust and Growth Fund jointly formed and funded to develop electric power
and water purification plants for resort hotels along the Red Sea in Egypt. In
2000, Growth Fund made additional investments and acquired majority ownership of
NEH, which controls and owns all contractual rights to the ownership of
Ridgewood Egypt for Infrastructure LLC (Egypt) (“REFI”). In 2001, the
Ridgewood/Egypt Fund (“Egypt Fund”), an affiliate of Growth Fund and the Trust,
made contributions to NEH in exchange for a noncontrolling
interest.
In 2001,
NEH, through REFI, formed a wholly-owned subsidiary and also purchased a 28%
equity interest in Sinai For Environmental Services S.A.E. (“Sinai”). In
February 2002, REFI made an additional investment to increase its ownership to
53% and gain control of Sinai. From 2006 through 2008, REFI acquired additional
direct and indirect interests in Sinai, bringing its total ownership in Sinai to
75.9%. The Trust owns 14.1%, Growth Fund owns 68.1%, and Egypt Fund owns 17.8%
of NEH. The assets of REFI are located in Egypt.
On
December 10, 2009, NEH entered into a sale and purchase agreement whereby, NEH
would receive a return of a portion of its investments and simultaneously
dispose 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 (“El Orouba”) owned by Mr. Girges and his family. The transaction
was subject to the approval by a majority of the shares held by shareholders of
the Growth Fund and Egypt Fund, which was obtained on March 2, 2010, as
discussed in Note 7.
RIDGEWOOD
ELECTRIC POWER TRUST V
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except
per share data)
Summarized
balance sheet data for NEH at December 31, 2009 and 2008 is as
follows:
|
2009
|
2008
|
|||||||
|
Current
assets
|
$
|
5,701
|
$
|
4,123
|
||||
|
Noncurrent
assets
|
9,931
|
22,108
|
||||||
|
Total
assets
|
$
|
15,632
|
$
|
26,231
|
||||
|
Current
liabilities
|
$
|
1,642
|
$
|
6,053
|
||||
|
Noncurrent
liabilities
|
2,635
|
3,512
|
||||||
|
Members'
equity
|
11,355
|
16,666
|
||||||
|
Total
liabilities and members' equity
|
$
|
15,632
|
$
|
26,231
|
||||
|
Trust
share of NEH equity
|
$
|
1,601
|
$
|
2,350
|
||||
Summarized
statements of operations data for NEH for the years ended December 31, 2009 and
2008 is as follows:
|
2009
|
2008
|
|||||||
|
Revenues
|
$
|
13,178
|
$
|
13,200
|
||||
|
Cost
of revenues
|
8,416
|
8,206
|
||||||
|
Impairment
of property, plant and equipment
|
11,366
|
-
|
||||||
|
Other
expenses, net
|
2,648
|
3,525
|
||||||
|
Total
expenses
|
22,430
|
11,731
|
||||||
|
Net
(loss) income
|
$
|
(9,252)
|
$
|
1,469
|
||||
|
Trust
share of (loss) income in NEH
|
$
|
(1,304)
|
$
|
207
|
||||
As the
Trust adopted the liquidation basis of accounting, the Trust’s share of income
in NEH is included in the accompanying consolidated statement of operations from
January 1, 2008 to December 22, 2008. The Trust’s share of NEH equity reflected
above includes a loss of $1,304 and $16 for the year ended December 31, 2009 and
for the period from December 23, 2008 to December 31, 2008, respectively, which
is included as a part of the investment loss in unconsolidated entities in
the accompanying consolidated statements of changes in net assets.
NEH
preformed an impairment test for the year ended December 31, 2009 for property,
plant and equipment and noted that its carrying amount will
likely not be recoverable. The triggering event for the impairment analyses was
the expectation at the balance sheet date that
it was more likely than not that REFI will be sold. NEH recorded an impairment
charge of $11,186 since thecarrying amount of REFI assets exceeded the estimated
proceeds from the sale of REFI. REFI recorded an additional impairment charge of
approximately $180 in 2009 relating to certain idle facilities. The Trust's
share of the impairment charge was included in equity loss in NEH in the
accompanying consolidated statements of changes in net assets.
Indeck
Maine
On
December 22, 2008, Indeck Maine completed the sale and transferred 100% of the
membership interests in Indeck Maine to Covanta Energy Corporation for an
aggregate price of $53,858, which includes an estimated net working capital of
$3,111 as defined in the purchase and sale agreement, as amended, less estimated
retention and vacation payments of $1,162 relating to RPM staff based at the
Indeck Maine facilities. The Trust recorded a gain of $7,190 on the sale of
Indeck Maine in the accompanying consolidated statement of
operations.
Immediately
prior to the sale in 2008, Indeck Maine transferred to a wholly-owned subsidiary
of Trust IV, specific accounts receivable, deposits and rights to future cash
flows. As these amounts were collected, in accordance with an agreement between
the Trust, Trust IV and Indeck Energy Services, Inc. (“IES”), 45% was
distributed to IES, 27.5% distributed to the Trust and Trust IV retained the
other 27.5%. During 2009, the entire amount due to the Trust and IES
was distributed.
RIDGEWOOD
ELECTRIC POWER TRUST V
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except
per share data)
Summarized
statement of operations data for Indeck Maine for the period from January 1,
2008 to December 22, 2008 is as follows:
|
Revenues
|
$
|
37,421
|
||
|
Cost
of revenues
|
35,776
|
|||
|
Other
expenses, net
|
2,105
|
|||
|
Total
expenses
|
37,881
|
|||
|
Net
loss
|
$
|
(460
|
)
|
|
|
Trust
share of loss in Indeck Maine
|
$
|
(509
|
)
|
During
the second quarter of 2008, management fees due to IES’ board members totaling
$933 was forgiven by the members. Indeck Maine has recorded this forgiveness as
a capital contribution. The Trust and Trust IV have each recorded this
forgiveness as a deemed capital contribution of $467.
The Trust
assigned the excess purchase price over the net assets acquired to fixed assets.
The Trust depreciated the fixed assets over their remaining useful lives using
the unit of production method. Depreciation expense of $279 for the year
ended December 31, 2008, was included in the equity loss from Indeck Maine in
the accompanying consolidated statement of operations.
5. COMMITMENTS
AND CONTINGENCIES
On
December 30, 2005, an investor in the Trust and several affiliated entities,
Paul Bergeron, on behalf of himself and as Trustee for the Paul Bergeron Trust
(“Bergeron”), filed a Complaint in the Federal District Court in
Massachusetts. The action was brought against, among others, the Managing
Shareholder and persons who are or were officers of the Managing Shareholder
(the “Defendants”). In June 2009, this lawsuit was settled with the Managing
Shareholder making a payment to Bergeron and purchasing its interests in funds
managed by the Defendants. The amount of the settlement allocated to the Trust
by the Managing Shareholder totaled $260.
On March
20, 2007, Bergeron commenced a derivative action, 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 the plaintiffs
for an injunction. On February 29, 2008, the plaintiffs filed an amended
complaint adding two additional investors, one in the Trust and one in Growth
Fund, as additional plaintiffs. Discovery is ongoing and a trial date is
currently scheduled for January 2011. While Bergeron is no longer a party to the
derivative action, the other plaintiffs continue to pursue this
matter.
On
August 16, 2006, the Trust and several affiliated entities, including the
Managing Shareholder, filed lawsuits against the former independent registered
public accounting firm for the Trust and several affiliated entities, Perelson
Weiner LLP (“Perelson Weiner”), in New Jersey Superior Court. The suit alleged
professional malpractice and breach of contract in connection with audit and
accounting services performed for the Trust and other plaintiffs by Perelson
Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against
the Trust and other plaintiffs, alleging breach of contract due to unpaid
invoices with a combined total of approximately $1,200. Discovery is ongoing and
a trial date is currently scheduled for May 17, 2010. The costs and expenses of
this litigation, including adverse judgments, if any, are being paid by the
Managing Shareholder and affiliated management companies and not the underlying
investment funds.
The Trust
may become subject to legal proceedings involving ordinary and routine claims
related to its business. The ultimate legal and financial liability with
respect to all such matters cannot be estimated with certainty and requires the
use of estimates in recording liabilities for potential litigation settlements.
Estimates for losses from litigation are disclosed if considered reasonably
possible and accrued if considered probable after consultation with outside
counsel. If estimates of potential losses increase or the related facts and
circumstances change in the future, the Trust may be required to record
additional litigation expense. While it is not possible to predict the
outcome of the litigation discussed in this Note with certainty and some
lawsuits, claims or proceedings may be disposed of unfavorably to the Trust,
based on its evaluation of matters which are pending or asserted, the Trust’s
management believes the disposition of such matters will not have a material
adverse effect on the Trust’s business or its financial condition or results of
operations.
RIDGEWOOD
ELECTRIC POWER TRUST V
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except
per share data)
6. TRANSACTIONS
WITH MANAGING SHAREHOLDER AND AFFILIATES
The Trust
operates pursuant to the terms of a management agreement (“Management
Agreement”). Under the terms of the Management Agreement, the
Managing Shareholder provides certain management, administrative and advisory
services and office space to the Trust. The Trust paid the Managing Shareholder
an annual management fee of $2,332 for each of the years ended December 31,
2009 and 2008, as compensation for the services the Managing Shareholder
provides to the Trust, which was equal to 2.5% of the total contributed capital
of the Trust. The management fee is to be paid in monthly installments and, to
the extent that the Trust does not pay the management fee on a timely basis, the
Trust accrues interest at an annual rate of 10% on the unpaid
balance.
Under the
Operating Agreement with the Trust, RPM provides management, purchasing,
engineering, planning and administrative services to the projects operated by
the Trust. RPM charges the projects at its cost for these services and for the
allocable amount of certain overhead items. Allocations of costs are on the
basis of identifiable direct costs or in proportion to amounts invested in
projects managed by RPM. During the years ended December 31, 2009 and 2008, RPM
charged the projects $406 and $827, respectively, for overhead items allocated
in proportion to the amount invested in projects managed. In addition, for
the years ended December 31, 2009 and 2008, RPM charged the projects $2,292 and
$21,441, respectively, for direct expenses allocated in proportion to the amount
invested in projects managed. These charges may not be indicative of costs
incurred if the projects were not operated by RPM.
Under the
Declaration of Trust, the Managing Shareholder is entitled to receive,
concurrently with the shareholders of the Trust other than the Managing
Shareholder, 1% of all distributions from operations made by the Trust in a year
until the shareholders have received distributions in that year equal to 12% per
annum of their equity contribution. Thereafter, the Managing Shareholder is
entitled to receive 20% of the distributions for the remainder of the year. The
Managing Shareholder is entitled to receive 1% of the proceeds from dispositions
of Trust property until the shareholders other than the Managing Shareholder,
have received cumulative distributions equal to their original investment
(“Payout”). After Payout, the Managing Shareholder is entitled to receive 20% of
all remaining distributions of the Trust. For the years ended December 31, 2009
and 2008, the Managing Shareholder received a distribution of $76 and $9,
respectively. The Trust has not yet reached Payout and is not expected to do
so.
Income is
allocated to the Managing Shareholder until the profits so allocated equal
distributions to the Managing Shareholder. Thereafter, income is allocated among
the shareholders other than the Managing Shareholder in proportion to their
ownership of Investor Shares. If the Trust has net losses for a fiscal period,
the losses are allocated 99% to the shareholders other than the Managing
Shareholder and 1% to the Managing Shareholder, subject to certain limitations
as set forth in the Declaration of Trust. Amounts allocated to shareholders
other than the Managing Shareholder are apportioned among them in proportion to
their capital contributions.
Under the
terms of the Declaration of Trust, if the Adjusted Capital Account (as defined
in the Declaration of Trust) of a shareholder other than the Managing
Shareholder would become negative using General Allocations (as defined in the
Declaration of Trust), losses and expenses will be allocated to the Managing
Shareholder. Should the Managing Shareholder’s Adjusted Capital Account become
negative and items of income or gain occur, then such items of income or gain
will be allocated entirely to the Managing Shareholder until such time as the
Managing Shareholder’s Adjusted Capital Account becomes positive. This mechanism
does not change the allocation of cash, as discussed above.
In
accordance with the Declaration of Trust, upon or prior to the first
distribution in liquidation, the Managing Shareholder shall contribute to the
capital of the Trust an amount equal to any deficit in the tax basis capital
account of the Managing Shareholder calculated just prior to the date of such
distribution. In March 2009, the Managing Shareholder contributed $33 to the
Trust, representing its negative tax basis capital account at December 31,
2008.
RRP
owns 2.66 Investor Shares of the Trust. The Trust granted the Managing
Shareholder a single Management Share representing the Managing Shareholder’s
management rights and rights to distributions of cash flow.
The Trust
records short-term payables to and receivables from certain of its affiliates in
the ordinary course of business. The amounts payable to and receivable from its
affiliates, other than amounts relating to management fees, do not bear
interest. At December 31, 2009 and 2008, the Trust had outstanding receivables
and payables as follows:
RIDGEWOOD
ELECTRIC POWER TRUST V
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except
per share data)
|
Due
From
|
Due
To
|
|||||||||||
|
2008
|
2009
|
2008
|
||||||||||
|
Ridgewood
Power Management LLC
|
$ | - | $ | 18 | $ | 25 | ||||||
|
Ridgewood
Renewable Power LLC
|
43 | 1,790 | 2,332 | |||||||||
|
Growth
Fund
|
- | 150 | 121 | |||||||||
|
Maine
Hydro
|
- | - | 38 | |||||||||
|
Trust
IV
|
2,570 | - | - | |||||||||
|
NEH
|
309 | - | - | |||||||||
|
Other
affiliates
|
226 | - | - | |||||||||
|
Total
|
$ | 3,148 | $ | 1,958 | $ | 2,516 | ||||||
7. SUBSEQUENT
EVENT
On or
about February 8, 2010, the Managing Shareholder, on behalf of the Growth and
Egypt Funds, solicited the approval of the Investor Shares for the sale of the
Egypt business. The shareholders of both the funds approved the transaction and
on March 2, 2010, the funds that own NEH received gross proceeds, prior to
expenses, of $13,000; the gross proceeds allocated to the Trust totaled $1,833.
The transaction agreements did not give the purchasers any rights to
post-closing claims for indemnification against the NEH or any of the affiliated
trusts. Under the transaction agreements, all parties mutually agreed to release
each other from any and all claims they may have against each other. NEH and the
Trust did not make any representation or warranties in the connection with the
transaction.
F-16