FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OFTHE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1999
Commission file Number 0-24143
RIDGEWOOD ELECTRIC POWER TRUST V
(Exact name of registrant as specified in its charter.)
Delaware 22-3437351
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
947 Linwood Avenue, Ridgewood, New Jersey 07450-2939
(Address of principal executive offices) (Zip Code)
(201) 447-9000
Registrant's telephone number, including area code:
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
<PAGE>
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Ridgewood Electric Power Trust V
Consolidated Financial Statements
September 30, 1999
<PAGE>
Ridgewood Electric Power Trust V
Consolidated Balance Sheet
- --------------------------------------------------------------------------------
September 30, December 31,
1999 1998
------------ ------------
(unaudited)
Assets:
Cash and cash equivalents ................... $ 20,378,452 $ 42,832,241
Due from affiliates ......................... 606,226 1,165,140
Other current assets ........................ 250,140 262,489
------------ ------------
Total current assets ..................... 21,234,818 44,259,870
Investments:
Maine Hydro Projects ........................ 6,137,156 6,217,289
Maine Biomass Projects ...................... 5,865,601 6,306,817
Santee River Rubber ......................... 8,529,025 9,007,968
MetaSound Systems ........................... 1,710,164 2,447,413
Quantum Conveyor ............................ 2,979,835 3,096,170
GFG / Med Fiber ............................. 1,500,000 --
Egyptian Projects ........................... 2,287,201 --
UK Landfill Projects ........................ 16,744,035 --
Deferred due diligence costs ................ 1,120,018 399,498
Other assets ................................ 123,873 --
------------ ------------
Total assets ............................. $ 68,231,726 $ 71,735,025
------------ ------------
Liabilities and shareholders' equity:
Accounts payable and accrued expenses ....... $ 174,560 $ 194,531
Due to affiliates ........................... 2,000,630 593,582
------------ ------------
Total current liabilities ................ 2,175,190 788,113
------------ ------------
Minority interest ........................... 1,553,504 1,730,174
Commitments and contingencies
Shareholders' equity:
Shareholders' equity (950 shares
issued and outstanding) .................... 64,650,479 69,315,887
Managing shareholder's accumulated deficit .. (147,447) (99,149)
------------ ------------
Total shareholders' equity ............... 64,503,032 69,216,738
------------ ------------
Total liabilities and shareholders' equity $ 68,231,726 $ 71,735,025
------------ ------------
See accompanying notes to consolidated financial statements.
<PAGE>
Ridgewood Electric Power Trust V
Consolidated Statement of Operations (unaudited)
- --------------------------------------------------------------------------------
Nine Months Ended Three Months Ended
------------------------- --------------------------
September 30, September 30,
1999 1998 1999 1998
---------- ----------- ---------- ------------
Investment income:
Interest income .. $ 1,309,706 $ 2,251,014 $ 217,377 $ 649,941
Income (loss) from
Maine Hydro
Projects ........ 459,874 583,735 (194,787) (103,805)
Loss from Maine
Biomass Projects . (666,216) (434,502) (255,719) (123,469)
Income from
Santee River
Rubber .......... 209,167 -- 79,562 --
Loss from
MetaSound ....... (790,661) -- (363,198) --
(Loss) income
from Quantum
Conveyor ........ (184,890) 18,899 (55,138) 18,899
Income from UK
Landfill Gas
Projects ........ 369,873 -- 369,873 --
----------- ----------- ----------- -----------
Total investment
income (loss) ... 706,853 2,419,146 (202,030) 441,566
----------- ----------- ----------- -----------
Expenses:
Investment fee ... 6,500 318,488 -- 15,120
Due diligence
costs ........... 178,988 633,790 77,000 614,621
Management fee ... 1,857,274 1,039,351 593,752 566,919
Allocated
management
costs ............ -- 356,221 -- 117,232
Research and
development ..... 567,762 -- 217,478 --
Miscellaneous .... 147,006 73,564 7,363 26,064
----------- ----------- ----------- -----------
Total expenses ... 2,757,530 2,421,414 895,593 1,339,956
----------- ----------- ----------- -----------
Loss from
operations ....... (2,050,677) (2,268) (1,097,623) (898,390)
Minority interest
in loss of
subsidiary ....... 176,670 -- 54,249 --
----------- ----------- ----------- -----------
Net loss .......... $(1,874,007) $ (2,268) $(1,043,374) $ (898,390)
----------- ----------- ----------- -----------
See accompanying notes to consolidated financial statements.
<PAGE>
Ridgewood Electric Power Trust V
Consolidated Statement of Changes in Shareholders' Equity (unaudited)
- --------------------------------------------------------------------------------
Managing
Shareholders Shareholder Total
------------ ------------ ------------
Shareholders' equity,
December 31, 1998 .... $ 69,315,887 $ (99,149) $ 69,216,738
Capital contributions . 116,100 -- 116,100
Cash distributions .... (2,926,241) (29,558) (2,955,799)
Net loss for the period (1,855,267) (18,740) (1,874,007)
------------ ------------ ------------
Shareholders' equity,
September 30, 1999 ... $ 64,650,479 $ (147,447) $ 64,503,032
------------ ------------ ------------
See accompanying notes to consolidated financial statements.
<PAGE>
Ridgewood Electric Power Trust V
Consolidated Statement of Cash Flows (unaudited)
- --------------------------------------------------------------------------------
Nine Months Ended
----------------------------
September 30, September 30,
1999 1998
------------ ------------
Cash flows from operating activities:
Net loss ....................................... $ (1,874,007) $ (2,268)
------------ ------------
Adjustments to reconcile net loss
to net cash flows from operating
activities:
Income from unconsolidated Maine Hydro Projects (459,874) (583,735)
Loss from unconsolidated Maine Biomass Projects 666,216 434,502
Loss from unconsolidated MetaSound Systems .... 790,661 --
Income from unconsolidated Santee River Rubber (209,167) --
Loss from unconsolidated Quantum Conveyor ..... 184,890 (18,899)
Income from unconsolidated UK Landfill Gas
Projects ..................................... (369,873) --
Minority interest in loss of consolidated
subsidiary ................................... (176,670) --
Changes in assets and liabilities:
Decrease (increase) in due from affiliates ... 558,914 (14,467)
Decrease (increase) in other current assets .. 12,349 (30,525)
Increase in other assets ..................... (123,873) --
(Decrease) increase in accounts payable
and accrued expenses .......................... (19,971) 3,996
Increase (decrease) in due to affiliates ..... 1,407,048 (46,942)
------------ ------------
Total adjustments ........................... 2,260,650 (256,070)
------------ ------------
Net cash provided by (used in)
operating activities ....................... 386,643 (258,338)
------------ ------------
Cash flows from investing activities:
Loans to Maine Biomass Projects ................ (225,000) (250,000)
Investment in Santee River Project ............. -- (8,939,301)
Investment in MetaSound Systems ................ (53,412) --
Investment in Quantum Conveyor ................. (68,555) (3,001,100)
Investment in GFG / Med Fiber .................. (1,500,000) --
Investment in Egyptian Projects ................ (2,287,201) --
Investment in UK Landfill Gas Projects ......... (16,374,162) --
Distributions from Maine Hydro Projects ........ 540,007 --
Distributions from Santee River Rubber ......... 688,110 --
Deferred due diligence costs ................... (720,520) (894,578)
------------ ------------
Net cash used in investing activities ....... (20,000,733) (13,084,979)
------------ ------------
Cash flows from financing activities:
Proceeds from shareholders' contributions ...... 128,250 25,945,198
Selling commissions and offering costs paid .... (12,150) (4,581,947)
Cash distributions to shareholders ............. (2,955,799) (3,176,118)
------------ ------------
Net cash (used in) provided by financing
activities .................................... (2,839,699) 18,187,133
------------ ------------
Net (decrease) increase in cash and
cash equivalents .............................. (22,453,789) 4,843,816
Cash and cash equivalents, beginning of year ... 42,832,241 40,821,582
------------ ------------
Cash and cash equivalents, end of period ....... $ 20,378,452 $ 45,665,398
------------ ------------
See accompanying notes to consolidated financial statements.
<PAGE>
Ridgewood Electric Power Trust V
Notes to Consolidated Financial Statements (unaudited)
1. General
In the opinion of management, the accompanying unaudited financial statements
contain all adjustments which consist of normal recurring adjustments, necessary
for the pair presentation of the results for the interim periods. Additional
footnote disclosure concerning accounting policies and other matters are
disclosed in Ridgewood Electric Power Trust V's financial statements included in
the 1998 Annual Report on Form 10-K, which should be read in conjunction with
these financial statements. The year-end balance sheet data was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles. Certain prior year amounts have been
reclassified to conform to the current year presentation.
The results of operations for an interim period should not necessarily be taken
as indicative of the results of operations that may be expected for a twelve
month period.
2. Maine Biomass Projects
In the first six months of 1999, the Trust loaned an additional $225,000 to
Indeck Maine Energy, L.L.C. ("Maine Biomass Projects"). At September 30, 1999,
the total amount loaned by the Trust was $600,000 and is recorded as an increase
to the trust's investment in the Maine Biomass Projects. The loan is in the form
of demand notes that bear interest at 5% per annum. Ridgewood Electric Power
Trust IV, which owns an identical preferred membership interest in the Maine
Biomass Projects, also made identical loans to the Maine Biomass Projects. The
other Maine Biomass Project members also loaned $450,000 in the first six months
of 1999 to the Maine Biomass Projects with the same terms.
The Maine Biomass Projects were operated by Indeck Operations, Inc., an
affiliate of the members of the Maine Biomass Projects. The annual operator's
fee is $300,000, of which $200,00 is payable contingent upon the Trusts
receiving their cumulative annual return. The management agreement had a term of
one year and automatically continued for successive one year terms, unless
canceled by either the Maine Biomass Projects or Indeck Operations, Inc. The
Maine Biomass Projects exercised their right to terminate the contract of March
1, 1999 because certain preferred membership interest payments have not been
made. Under an Operating Agreement with the Trust, Ridgewood Power Management
Corporation ("Ridgewood Management"), an entity related to the managing
shareholder through common ownership, will provide management, purchasing,
engineering, planning and administrative services to the Maine Biomass Projects.
Ridgewood Management 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, time records or in proportion to amounts
invested in projects.
3. Investment in GFG / Med Fiber Project
In September 1999, the Trust and The Ridgewood Power Growth Fund (the "Growth
Fund"), a similar investment program managed by the managing shareholder, made a
joint investment of $3,000,000 in Global Fiber Group ("GFG"), which is in the
process of developing an underwater fiber optic cable in the Western
Mediterranean (the "Med Fiber Project"). The investment, which was funded
equally by the Trust and the Growth Fund, provides for a 25% ownership interest
in GFG and the right to invest in projects developed by GFG. The Trust and the
Growth Fund anticipate equally funding an $18,000,000 joint venture investment
in the Med Fiber Project in the fourth quarter of 1999.
4. Investment in Egyptian Projects
In 1999, the Trust and the Growth Fund jointly formed a company to develop
electric power and water purification plants for resort hotels in Egypt. As of
September 30, 1999, the Trust and Growth Fund had invested approximately $4.5
million in various projects under development and anticipate investing, at a
minimum, an additional $6 million. To the extent that the Trust and Growth Fund
supply capital, they receive an undivided interest in the entire package of
projects.
5. UK Landfill Gas Projects
On June 30, 1999, a newly-created subsidiary of the Trust purchased 100% of the
equity in four operating landfill gas power plant and one plant in the late
stages of development located in Great Britain. The purchase price was
$16,104,987. The Trust has the right to develop and construct another 20
landfill gas plants in Great Britain. The estimated cost of the package of
completed plants and the 20 developmental sites, if all the developmental plants
are built and the Trust elects to acquire them, is $36 to $38 million. The Trust
supplied the first $16.1 million and the Growth Fund will supply the remainder
of the development equity. To the extent that the Growth Fund supplies capital,
it will receive an undivided interest in the entire package of operating and
developmental projects. The Trust accounts for these projects using the equity
method because its ability to exercise control over the projects is expected to
be temporary due to the anticipated investment of the Growth Fund.
The first five plants have an installed capacity of 14.5 megawatts and sell the
electricity under a 17 year contract to a quasi-autonomous non-governmental
organization that purchases electricity generated by renewable sources on behalf
of all English utilities. The first five projects have been or will be financed
with a total of $16.6 million of long-term bank debt, in addition to the equity
interest purchased by the Trust.
6. Summary Results of Operations for Selected Investments
Summary results of operations for the Maine Hydro projects, which are accounted
for under the equity method, were as follows:
Nine months ended September 30,
1999 1998
Total revenue ............... $3,195,185 $3,580,482
Depreciation and amortization 829,079 817,200
Income from operations ...... 973,485 1,141,168
Net income .................. 919,748 1,167,472
Summary results of operations for the Maine Biomass projects, which are
accounted for under the equity method, were as follows:
Nine months ended September 30,
1999 1998
Total revenue ............... $ 925,326 $ 1,198,098
Depreciation and amortization 135,623 135,623
Loss from operations ........ (1,260,333) (837,629)
Net loss .................... (1,332,431) (869,004)
Summary results of operations for the Santee River Rubber project, which is
accounted for under the equity method, were as follows:
Nine months ended September 30, 1999
Total revenue ............... $ --
Depreciation and amortization --
Net loss .................... (1,080,000)
Summary results of operations for the UK Landfill Gas projects, which are
accounted for under the equity method, were as follows:
Three months ended September 30, 1999
Total revenue ............... $1,230,456
Depreciation and amortization 125,843
Income from operations ...... 380,854
Net income .................. 369,873
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Dollar amounts in this discussion are generally rounded to the nearest $1,000.
Introduction
The consolidated financial statements include only the accounts of the Trust and
its majority owned subsidiary, Ridgewood WaterPure Corporation. The Trust uses
the equity method of accounting for its investments in the Maine Hydro Projects,
the Maine Biomass Projects, the Santee River Rubber Project, the UK Landfill Gas
Projects, Quantum Conveyors and MetaSound Systems, over which the Trust does not
exercise control or control is expected to be temporary.
Results of Operations
In the third quarter of 1999, the Trust had a loss from its investments of
$202,000 compared to income of $442,000 for the same period in 1998. For the
first nine months of 1999, the Trust had total investment income of $706,000, a
decline of $1,713,000 from total revenue of $2,419,000 in the same period in
1998.
Interest income declined by $433,000 from $650,000 in the third quarter of 1998
to $217,000 in the third quarter of 1999 due to lower average cash balances.
Interest income also declined by $941,000 from $2,251,000 in the first nine
months of 1998 to $1,310,000 in the same period of 1999 due to the lower average
cash balances.
The equity loss from the Maine Hydro Projects increased from $104,000 in the
third quarter of 1998 to $195,000 in the same period in 1999 due to lower
production because of below-average river flows. The below-average river flows
also reduced equity income for the first nine months of 1999 and 1998 ($460,000
for the first nine months of 1999 compared to $584,000 for the first nine months
of 1998).
The equity loss from the shut-down Maine Biomass Projects increased from
$123,000 in the third quarter of 1998 ($435,000 for the first nine months of
1998) to $256,000 in the third quarter of 1999 ($666,000 for the first nine
months of 1999) due to lower revenues from the sale of installed capacity at the
plants and additional costs incurred to prepare the plants for limited
operations.
The Trust recorded income from its equity interest in the Santee River Rubber
project of $80,000 and $209,000 in the third quarter and first nine months of
1999, respectively. The Trust acquired its investment in Santee River Rubber in
the third quarter of 1998. The Santee River Rubber project is expected to begin
operations in the last quarter of 1999.
The Trust recorded losses of $363,000 and $791,000 in the third quarter and
first nine months of 1999, respectively, equal to its share of losses incurred
at MetaSound Systems. The Trust acquired a minority interest in that company in
the fourth quarter of 1998.
The Trust recorded losses of $55,000 and $184,000 in the third quarter and first
nine months of 1999, respectively, equal to its share of losses incurred at
Quantum Conveyors. The Trust acquired a minority interest in that company in the
third quarter of 1998.
The Trust recorded income of $370,000 in the third quarter of 1999 equal to its
share of income recorded at the UK Landfill projects. The Trust acquired the
projects on June 30, 1999.
The Trust recorded $7,000 of investment fees from subscriptions receivable
collected in the first quarter of 1999 and none in the second and third
quarters. The decline from the higher 1998 levels reflects the closing of the
Trust's offering in April 1998. In the third quarter and first nine months of
1999, the most significant expense was the management fee of $594,000 and
$1,857,000, respectively, (2.5% annually of capital contributions), which began
to be charged at the termination of the offering in April 1998. This fee
supersedes reimbursements for project management services (computed at cost or
the allocable amount of certain overhead expenses) provided by the Managing
Shareholder, which totaled $356,000 in the first nine months of 1998.
In the third quarter and first nine months of 1999, the Trust's Ridgewood
WaterPure subsidiary incurred $217,000 and $568,000, respectively, of research
and development costs related to its water distillation technology. The Trust
acquired approximately 54% of Ridgewood WaterPure's outstanding common stock in
the fourth quarter of 1998.
Liquidity and Capital Resources
In 1997, the Trust and Fleet Bank, N.A. (the "Bank") entered into a revolving
line of credit agreement, whereby the Bank provides a three year committed line
of credit facility of $1,150,000. Outstanding borrowings bear interest at the
Bank's prime rate or, at the Trust's choice, at LIBOR plus 2.5%. The credit
agreement requires the Trust to maintain a ratio of total debt to tangible net
worth of no more than 1 to 1 and a minimum debt service coverage ratio of 2 to
1. The credit facility was obtained in order to allow the Trust to operate using
a minimum amount of cash, maximize the amount invested in Projects and maximize
cash distributions to shareholders. There have been no borrowings under the line
of credit in 1999.
On June 30, 1999, the Trust entered into agreements with the stockholders of
Combined Landfill Projects Limited ("CLP"), of London, England, for a $16.1
million purchase of 100% of the equity interest in four operating landfill gas
power plants and one plant in the late stages of construction, as well as the
rights to develop and construct another 20 landfill gas plants in Great Britain.
The estimated cost of the package of completed plants and the 20 developmental
sites, if all the developmental plants are built, is $36 to $38 million. The
Trust supplied the first $16.1 million of the purchase price and developmental
equity and The Ridgewood Power Growth Fund (the "Growth Fund'), a similar
investment program sponsored by the Managing Shareholder, will supply the
remainder of the developmental equity. To the extent that the Growth Fund
supplies capital, it will receive an undivided interest in the entire package of
operating and developmental projects.
In 1999, the Trust and the Growth jointly formed a company to develop electric
power and water purification plants for resort hotels in Egypt. As of September
30, 1999, the trust and the Growth Fund had invested approximately $4.5 million
in various projects under development and anticipate investing, at a minimum, an
additional $6 million. To the extent that the Trust and Growth Fund supply
capital, they receive an undivided interest in the entire package projects in
proportion to the capital supplied.
In September 1999, the Trust and Growth Fund made a joint investment of
$3,000,000 in Global Fiber Group ("GFG"), which is in the process of developing
an underwater fiber optic cable in the Western Mediterranean (the "Med Fiber
Project"). The investment, which was funded equally by the Trust and the Growth
Fund, provides for a 25% ownership interest in GFG and the right to invest in
projects developed by GFG. The Trust and the Growth Fund anticipate equally
funding an $18,000,000 joint investment in the Med Fiber Project in the fourth
quarter of 1999.
Other than investments of available cash in power generation Projects,
obligations of the Trust are generally limited to payment of Project operating
expenses, payment of a management fee to the Managing Shareholder, payments for
certain accounting and legal services to third persons and distributions to
shareholders of available operating cash flow generated by the Trust's
investments. The Trust's policy is to distribute as much cash as is prudent to
shareholders. Accordingly, the Trust has not found it necessary to retain a
material amount of working capital. The amount of working capital retained is
further reduced by the availability of the line of credit facility.
The Trust anticipates that, during 1999, its cash flow from operations,
unexpended offering proceeds and line of credit facility will be adequate to
fund its obligations.
Year 2000 remediation
Please refer to the Trust's disclosures in its Annual Report on Form 10-K for
the year ended December 31, 1998, at "Item 7 - Management's Discussion and
Analysis," for a discussion of year 2000 issues affecting the Trust. In October
1999, the Managing Shareholder completed its year 2000 remediation program after
having successfully tested and implemented all necessary changes to its
software, including the subscription/investor relations systems and all
subsystems used for preparing internal reports. Costs of remediation did not
materially exceed the estimated amounts.
The Trust's projects have been reviewed by an outside consultant or by personnel
from RPMCo, who determined that the project's electronic control systems other
than the Maine Biomass Projects do not contain software affected by the Year
2000 problem and do not contain embedded components that contain Year 2000
flaws. The software and embedded components containing Year 2000 problems at the
Maine Biomass Projects have been replaced and the replacements have been tested
and are Year 2000 compliant.
No other material changes to the risks to the Trust described in its Annual
Report on Form 10-K have occurred. The reasonable worst case scenario
anticipated by the Trust is that its electric generating facilities will be able
to operate on and after January 1, 2000 but that there may be some short-term
inability of their customers to pay promptly. In that event, the Trust's
revenues could be materially reduced for a temporary period and it might have to
draw upon its credit line to fund operating expenses until the utility makes up
any payment arrears.
<PAGE>
PART II - OTHER INFORMATION
Item 5. Other Information
Mr. Swanson has transferred 54% of the equity interest in the Managing
Shareholder to family trusts. He has sole dispositive and voting power over the
equity interest transferred to each trust and accordingly continues to be the
beneficial owner as defined in Rule 13d-3 of all of the equity interest in the
Managing Shareholder.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RIDGEWOOD ELECTRIC POWER TRUST V
Registrant
November 11, 1999 By /s/ Martin V. Quinn
Date Martin V. Quinn
Senior Vice President and Chief Financial
Officer (signing on behalf of the Registrant
and as principal financial officer)
<TABLE> <S> <C>
<ARTICLE>5
<LEGEND>
This schedule contains summary financial information extracted from the
Registrant's unaudited interim financial statements for the nine month period
ended September 30, 1999 and is qualified in its entirety by reference to those
financial statements.
</LEGEND>
<CIK>0001060755
<NAME> RIDGEWOOD ELECTRIC POWER TRUST V
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 20,378,452
<SECURITIES> 45,730,017<F1>
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 66,987,835<F2>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 68,231,726
<CURRENT-LIABILITIES> 2,175,190<F3>
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 64,503,032<F4>
<TOTAL-LIABILITY-AND-EQUITY> 68,231,726
<SALES> 0
<TOTAL-REVENUES> 706,853
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,757,530
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,874,007)<F5>
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,874,007)<F5>
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,874,007)<F5>
<EPS-BASIC> (1,972)
<EPS-DILUTED> (1,972)
<FN>
<F1>Investment in power project partnership and limited liability company
accounted for on equity basis.
<F2>Includes $606,226 due from affiliates.
<F3>Includes $2,000,630 due to affiliates.
<F4>Shareholders' equity of $64,650,479 less managing share-
holders' accumulated deficit of $147,447.
<F5>After addition of minority interest in Ridgewood WaterPure Corporation
loss of $176,670.
</FN>
</TABLE>
