FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1999
Commission file Number 0-24240
RIDGEWOOD ELECTRIC POWER TRUST I
(Exact name of registrant as specified in its charter.)
Delaware 22-3105824
(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 I
Financial Statements
March 31, 1999
<PAGE>
Ridgewood Electric Power Trust I
Balance Sheet
- --------------------------------------------------------------------------------
March 31, 1999 December 31, 1998
----------------- ------------------
(unaudited)
Assets:
Investments in power generation projects $ 6,364,884 $6,560,616
Cash and cash equivalents 1,301,473 1,138,102
Due from affiliates 4,884 5,342
Other assets 14,385 6,822
----------------- ------------------
Total assets $ 7,685,626 $7,710,882
----------------- ------------------
Liabilities and Shareholders' Equity:
Accounts payable and accrued expenses $ 34,597 $ 29,409
Due to affiliates 78,674 48,670
----------------- ------------------
Total liabilities 113,271 78,079
----------------- ------------------
Shareholders' equity:
Shareholders' equity (105.5 shares
issued and outstanding) 7,586,791 7,646,634
Managing shareholder's accumulated deficit (14,436) (13,831)
----------------- ------------------
Total shareholders' equity 7,572,355 7,632,803
----------------- ------------------
Total liabilities and
shareholders' equity $ 7,685,626 $7,710,882
----------------- ------------------
See accompanying note to financial statements.
<PAGE>
Ridgewood Electric Power Trust I
Statement of Operations (unaudited)
- --------------------------------------------------------------------------------
Three Months Ended
-------------------------------------------
March 31, March 31,
1999 1998
-------------------- ------------------
Revenue:
Income from power generation projects $ 299,763 $ 347,819
Interest income 24,727 20,902
-------------------- ------------------
Total revenue 324,490 368,721
-------------------- ------------------
Expenses:
Accounting and legal fees 19,738 9,682
Management fee 19,082 18,624
Trustee fees 2,500 2,500
Miscellaneous 4,735 3,980
--------------------- ------------------
Total expenses 46,055 34,786
--------------------- ------------------
Net income $ 278,435 $ 333,935
--------------------- ------------------
See accompanying note to financial statements.
<PAGE>
Ridgewood Electric Power Trust I
Statement of Changes in Shareholders' Equity (unaudited)
- --------------------------------------------------------------------------------
Managing
Shareholders Shareholder Total
------------ ----------- -----------
Shareholders' equity, December 31, 1998 $ 7,646,634 $(13,831) $ 7,632,803
Cash distributions (335,494) (3,389) (338,883)
Net income for the period 275,651 2,784 278,435
------------ --------- ----------
Shareholders' equity, March 31, 1999 $ 7,586,791 $(14,436) $ 7,572,355
------------ --------- ----------
See accompanying note to financial statements.
<PAGE>
Ridgewood Electric Power Trust I
Statement of Cash Flows (unaudited)
- --------------------------------------------------------------------------------
Three Months Ended
------------------------------
March 31, 1999 March 31, 1998
-------------- --------------
Cash flows from operating activities:
Net income $ 278,435 $ 333,935
--------- ---------
Adjustments to reconcile net income to
net cash flows from operating activities:
Additional investment in power generation project --- (21,216)
Return of investment in power generation project 195,732 ---
Changes in assets and liabilities:
Decrease in due from affiliates 458 ---
Increase in other assets (7,563) (11,191)
Increase (decrease) in accounts payable and
accrued expenses 5,188 (3,443)
Increase (decrease) in due to affiliates 30,004 (115,142)
--------- ---------
Total adjustments 223,819 (150,992)
--------- ---------
Net cash provided by operating activities 502,254 182,943
--------- ---------
Cash flows from financing activities:
Cash distributions to shareholders (338,883) (319,699)
--------- ---------
Net cash used in financing activities (338,883) (319,699)
--------- ---------
Net increase (decrease) in cash and cash equivalents 163,371 (136,756)
Cash and cash equivalents, beginning of year 1,138,102 1,042,568
--------- ---------
Cash and cash equivalents, end of period $ 1,301,473 $ 905,812
--------- ---------
See accompanying note to financial statements.
<PAGE>
Ridgewood Electric Power Trust I
Note to 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 fair representation of the results for the interim periods.
Additional footnote disclosure concerning accounting polices and other matters
are disclosed in Ridgewood Electric Power Trust I's financial statements
included in the 1998 Annual Report on Form 10-K, which should be read in
conjunction with these financial statements. 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.
<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 Trust carries its investment in the Projects it owns at fair value and does
not consolidate its financial statements with the financial statements of the
Projects. Revenue is recorded by the Trust as cash distributions are received
from the Projects. Trust revenues may fluctuate from period to period depending
on the operating cash flow generated by the Projects and the amount of cash
retained to fund capital expenditures.
Results of Operations
Quarter ended March 31, 1999 compared to quarter ended March 31, 1998
Total revenue decreased 12.2% to $324,000 in the first quarter of 1999 from
$369,000 in the first quarter of 1998, due to a $48,000 decrease in income from
the Olinda Project partially offset by an increase of $4,000 in interest income.
The decreased revenue from the Olinda Project in the first quarter of 1999
reflects slightly lower revenues resulting from shutdowns for maintenance and
higher maintenance costs.
Total expenses of $46,000 in the first quarter of 1998 were comparable to the
$35,000 incurred in the same period in 1997.
Quarter ended March 31, 1998 compared to quarter ended March 31, 1997
As summarized below, total revenue increased 106.1% to $369,000 in the first
quarter of 1998 from $179,000 in the first quarter of 1997, primarily due to a
$332,000 increase in income from the Olinda Project partially offset by a
decrease of $132,000 from the South Boston Project:
Project 1998 1997
- ------- ---- ----
Olinda .............................................. $348,000 $ 16,000
South Boston ........................................ -- 132,000
Interest income ..................................... 21,000 31,000
-------- --------
Total ............................................... $369,000 $179,000
======== ========
The increased revenue from the Olinda Project in the first quarter of 1998
reflected the Trust's increased investment in the Olinda Project which occurred
in July 1997 as well as increased operating efficiencies from the plant. As a
result, the Trust become the owner of 100% of the Project rather than only a 15%
cumulative priority return on its original investment. The decline in revenues
from the South Boston project was a result of the Trust's 1997 settlement of its
dispute with Virginia Electric Power Company and the sale of its interest in the
South Boston project.
Total expenses of $35,000 in the first quarter of 1998 were comparable to the
$40,000 incurred in the same period in 1997.
Liquidity and Capital Resources
In 1997, the Olinda Project entered into a revolving credit agreement with Fleet
Bank, N.A. (the "Bank") whereby the Bank provided a five year committed line of
credit facility of $750,000 which decreases by $100,000 on each anniversary of
the facility. Outstanding borrowings bear interest at the Bank's prime rate or,
at the Olinda Project's choice, at LIBOR plus 2.5%. The credit agreement
requires the Olinda Projects to maintain a ratio of total debt to tangible net
worth of no more than 1 to 1. The Trust guaranteed the obligations of the Olinda
Project under the credit facility. There were no borrowings outstanding under
this line of credit facility in the first quarter of 1999.
Obligations of the Trust are generally limited to making distributions to
shareholders of available operating cash flow generated by its investments,
payment of the management fee to the Managing Shareholder and payment of certain
accounting and legal services to third parties. The Trust's policy is to make
regular quarterly distributions to shareholders of as much cash as is prudent.
The Trust anticipates that its cash flow during 1999 will be adequate to fund
its obligations.
Year 2000 remediation
Please refer to the Trust's disclosures at Item 7 - Management's Discussion and
Analysis of its Annual Report on Form 10-K for 1998 for a discussion of year
2000 issues affecting the Trust. Since that report was filed, the only material
change in the Trust's year 2000 compliance is that the changes to the Managing
Shareholder's investor distribution system have been completed. Testing of those
changes has been rescheduled to late May 1999 in conjunction with a regularly
scheduled set of distributions. No other material changes in the Trust's
remediation efforts or its plans for year 2000 compliance have occurred.
<PAGE>
PART II - OTHER INFORMATION
Item 5. Other Information.
Ridgewood Power Corporation has been the managing shareholder of the Trust. It
organized the Trust and acted as managing shareholder until April 1999. On or
about April 20, 1999 it was merged into Ridgewood Power LLC, a New Jersey
limited liability company, which thus became the Managing Shareholder of the
Trust. Ridgewood Power LLC was organized in early April 1999 and has no business
other than acting as the successor to Ridgewood Power Corporation. No material
change in the Trust's operations or business will result from the merger.
Robert E. Swanson has been the President, sole director and sole stockholder of
Ridgewood Power Corporation since its inception in February 1991 and is now the
controlling member, sole manager and President of the Managing Shareholder. Mr.
Swanson currently is the sole equity owner of the Managing Shareholder but is
considering a transfer of 53% of the equity ownership to two family trusts. If
that transfer is made, he will have the power on behalf of those trusts to vote
or dispose of the membership equity interests owned by them and accordingly will
continue to have sole control of the Managing Shareholder. Further, Mr. Swanson
is designated as the sole manager of the Managing Shareholder in its operating
agreement.
Ridgewood Power LLC is also the managing shareholder of the other five business
trusts organized by Ridgewood Power Corporation to participate in the
independent electric power industry.
Similarly, Ridgewood Power Management Corporation, which operates the Olinda
Project on behalf of the Trust, was merged on or about April 20, 1999 into a new
New Jersey limited liability company, Ridgewood Power Management LLC. The
ownership and control of Ridgewood Power Management LLC are the same as those of
Ridgewood Power LLC and its only business is to be the successor to Ridgewood
Power Management Corporation. No material change in the operation of the
Projects is expected as a result of that merger.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 27. Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirement 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 I
Registrant
May 17, 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 three months ended
March 31, 1999 and is qualified in its entirety by reference to those financial
statements.
</LEGEND>
<CIK> 0000924386
<NAME> RIDGEWOOD ELECTRIC POWER TRUST I
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,201,473
<SECURITIES> 6,364,884<F1>
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,320,742<F2>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,685,626
<CURRENT-LIABILITIES> 113,271<F3>
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 7,572,355<F4>
<TOTAL-LIABILITY-AND-EQUITY> 7,685,626
<SALES> 0
<TOTAL-REVENUES> 324,490
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 46,055
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 278,435
<INCOME-TAX> 0
<INCOME-CONTINUING> 278,435
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 278,435
<EPS-PRIMARY> 2,639
<EPS-DILUTED> 2,639
<FN>
<F1>Investments in power project partnerships.
<F2>Includes $4,884 due from affiliates.
<F3>Includes $78,674 due to affiliates.
<F3>Represents Investor Shares of beneficial interest
in Trust with capital accounts of $7,586,791 less
managing shareholder's accumulated deficit of $14,436.
</FN>
</TABLE>
