**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,
                2005





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  Nox




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
      x




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  o  No
      x




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.    o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
                accelerated filer       o
            Accelerated
                filer      o
            Non-accelerated
                filer      x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.    Yes o No x




There
      is
      no market for the Investor Shares. The number of Investor Shares outstanding
      at
      June 30, 2007 was 932.8875.












**EXPLANATORY
      NOTE**




This
      Annual Report on Form 10-K for the year ended December 31, 2005 (this “Form
      10-K”) being filed by Ridgewood Electric Power Trust V (the “Trust”) contains
      complete audited financial statements of the Trust for the years ended December
      31, 2005, 2004 and 2003 and interim financial information presented for each
      quarter during those periods. The financial information as of March 31, 2003,
      June 30, 2003 and September 30, 2003 is presented on a restated basis. This
      Form
      10-K is being filed by the Trust in lieu of the Trust separately filing with
      the
      United States Securities and Exchange Commission (the “SEC”) its (i) delinquent
      Annual Reports on Form 10-K for the years ended December 31, 2005, 2004 and
      2003, and the Trust’s Quarterly Reports on Form 10-Q for each of the quarterly
      periods during the years 2004 and 2005 and (ii) restatements of its Quarterly
      Reports on Form 10-Q for the quarterly periods during the year ended December
      31, 2003, previously filed with the SEC (the foregoing quarterly and annual
      reports of the Trust herein collectively are referred to as the “Reports for the
      Historical Periods” and each such report is referred to herein as a “Report for
      a Historical Period”). This Form 10-K does not contain financial information, or
      discussion in Management’s Discussion and Analysis of Financial Condition and
      Results of Operations, for periods ended prior to January 1, 2003.




This
      Form
      10-K includes the financial and other disclosures required to be made by the
      Trust in each of the Reports for the Historical Periods. To the extent that
      a
      Report for a Historical Period was previously filed with the SEC, the
      information contained in this Form 10-K amends, restates and supersedes in
      its
      entirety the information contained in such report for periods commencing on
      or
      after January 1, 2003. Except as noted above, this Form 10-K also includes
      the
      financial and other information that would have otherwise been required to
      have
      been provided in the Trust’s delinquent Annual Reports on Form 10-K for the
      years ended December 31, 2005, 2004 and 2003 had such reports been filed with
      the SEC.




As
      previously disclosed in its Form 8-K filed July 13, 2007, (i) the consolidated
      financial statements of the Trust included in the Trust’s Quarterly Reports on
      Form 10-Q for the periods ended March 31, 2003, June 30, 2003 and September
      30,
      2003 filed with the SEC (the “Previously Issued Financial Statements”) should no
      longer be relied upon and (ii) the Previously Issued Financial Statements should
      be restated to conform to generally accepted accounting principles (“GAAP”). The
      determination to restate these financial statements and selected financial
      data
      was made by the Trust and Ridgewood Renewable Power LLC, the Managing
      Shareholder of the Trust (the “Managing Shareholder”), as a result of the
      identification of errors, including, the accounting for the accrual and waiver
      of management fees payable to the Managing Shareholder of the
      Trust,  accounting for professional service fees, and accounting
      differences between generally accepted accounting principles in the United
      States versus those of the United Kingdom (“UK”). The Trust has discussed these
      matters with its independent registered public accounting firm. As these errors
      were material to the Trust’s consolidated financial statements and selected
      financial information filed with the SEC, the Trust has concluded that it must
      restate the consolidated financial statements of such prior periods to correct
      misstatements therein.







**FORM
                    10-K****TABLE
                    OF
                    CONTENTS****PART
                    I**Item
                    1.
                
                Business
                
                1Item
                    1A.
                
                Risk
                    Factors
                
                12Item
                    1B.
                
                Unresolved
                    Staff Comments
                
                17Item
                    2.
                
                Properties
                
                17Item
                    3.
                
                Legal
                    Proceedings
                
                17Item
                    4.
                
                Submission
                    of
                    Matters to a Vote of Security Holders
                
                18**PART
                    II**Item
                    5.
                
                Market
                    for
                    Registrant’s Common Equity, Related Security Holder Matters
                    and
                  Issuer
                    Purchases of Equity Securities
                
                18Item
                    6.
                
                Selected
                    Financial Data
                
                19Item
                    7.
                
                Management’s
                    Discussion and Analysis of Financial Condition and Results of
                    Operations
                
                21Item
                    7A.
                
                Quantitative
                    and Qualitative Disclosures About Market Risk
                
                42Item
                    8.
                
                Financial
                    Statements and Supplementary Data
                
                43Item
                    9.
                
                Changes
                    in and
                    Disagreements with Accountants on Accounting and Financial
                    Disclosure
                
                43Item
                    9A.
                
                Controls
                    and
                    Procedures
                
                45Item
                    9B.
                
                Other
                    Information; Unregistered Sales of Equity Securities and Use
                    of
                    Proceeds;
                  Defaults
                      Upon
                      Senior Securities
                
                46**PART
                    III**Item
                    10.
                
                Directors
                    and
                    Executive Officers of the Registrant
                
                46Item
                    11.
                
                Executive
                    Compensation
                
                48Item
                    12.
                
                Security
                    Ownership of Certain Beneficial Owners and Management and
                  Related
                    Security Holder
                    Matters
                
                49Item
                    13.
                
                Certain
                    Relationships and Related Transactions
                
                50Item
                    14.
                
                Principal
                    Accountant Fees and Services
                
                51**PART
                    IV**Item
                    15.
                
                Exhibits
                    and
                    Financial Statement Schedules
                
                52SIGNATURES
                
                55





**Forward-Looking
        Statements**




Certain
      statements discussed in Part I, Item 1. “Business”, Part I,
      Item 3. “Legal Proceedings”, Part II, 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. Such forward-looking statements,
      including those concerning the Trust’s expectations, are subject to known and
      unknown risks and uncertainties, which could cause actual results to differ
      materially from the results, projected, expected or implied by the
      forward-looking statements, some of which are beyond the Trust’s control, that
      may cause the Trust’s actual results, performance or achievements, or industry
      results, to be materially different from any future results, performance or
      achievements expressed or implied by such forward-looking statements. Examples
      of events that could cause actual results to differ materially from historical
      results or those anticipated include changes in political and economic
      conditions, federal or state regulatory structures, government mandates, the
      ability of customers to pay for energy received, supplies and prices of fuels,
      operational status of generating plants, mechanical breakdowns, volatility
      in
      the price for electric energy, natural gas, or renewable energy. Specific
      consideration should be given to various factors described in Part I,
      Item 1A. “Risk Factors” and Part II, Item 7. “Management’s
      Discussion and Analysis of Financial Condition and Results of Operations”, and
      elsewhere in this Annual Report on Form 10-K. The Trust undertakes no
      obligation to publicly revise any forward-looking statements or cautionary
      factors, except as required by law.







**PART
      I**




**ITEM
      1.  BUSINESS**





**Overview**





The
      Trust
      is a Delaware trust formed on March 14, 1996 to primarily make investments
      in
      projects and businesses in the energy and infrastructure sectors both in the
      US
      and abroad. Ridgewood Renewable Power LLC (“RRP” or the “Managing Shareholder”),
      a New Jersey limited liability company, is the Managing Shareholder. As the
      Managing Shareholder, RRP has direct and exclusive control over the management
      and operations of the Trust.




The
      Trust
      has focused primarily on small-scale electricity generation projects using
      renewable sources of fuel and on water treatment facilities in remote locations
      serving hotel resort developments. These projects allow the Trust to develop
      secure long-term positions in attractive specialty markets for products and
      services provided by its projects and companies. While the Trust may make
      additional investments in the projects and companies it currently owns, it
      does
      not anticipate future investment in projects or companies outside its current
      portfolio.




As
      of
      December 31, 2005, the projects in which the Trust then had investments were
      located in the United States, the United Kingdom (“UK”) and Egypt. As of that
      date, the Trust had investments in landfill gas-fired electric generating
      projects in the UK with total capacity of 48.7 megawatts (“MW”), in
      biomass-fueled electricity generating projects in the US with total generating
      capacity of 49MW, in hydroelectric generating projects in the US with total
      capacity of 26.3MW, and in projects in Egypt with the capacity to produce
      approximately 24,500 cubic meters (approximately 6.5 million gallons) of potable
      water per day and electricity generating capacity of 29.7MW.




The
      Trust
      initiated its private placement offering on April 1996 selling whole and
      fractional shares of beneficial interests of $100,000 per share (“Investor
      Shares”). 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. The offering was concluded in April 1998
      and
      raised approximately $93 million. After payment of offering fees, commissions
      and investment fees, the Trust had $76 million for investments and operating
      expenses. As of June 30, 2007, the Trust had 932.8875 Investor Shares
      outstanding, held by 1,820 shareholders.


1
 Table
            of Contents




**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. With respect to project investment, RRP locates
      potential projects, conducts appropriate due diligence and negotiates and
      completes the transactions in which the investments are made by the
      Trust.




In
      addition, RRP performs (or arranges for the performance of) the operation and
      maintenance of the projects owned by the Trust and the management and
      administrative services required for Trust operations. Among other services,
      RRP
      administers the accounts and handles relations with the shareholders, including
      tax and other financial information. RRP also provides the Trust with office
      space, equipment and facilities and other services necessary for its
      operation.




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. 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, which 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.




**Business
      Strategy**




The
      Trust’s primary investment objective is to generate cash flow for distribution
      to shareholders and capital appreciation from one or more of the acquisition,
      development, ownership and operation of interests in electricity generation
      and
      other infrastructure projects and companies. The Trust generally seeks to invest
      in projects and companies that provide products or services through a number
      of
      small facilities and that offer opportunities for expansion either through
      increasing production at existing sites or through the establishment of
      additional sites. These projects often involve development, construction and
      operating risk but, once established, may be able to effectively “lock-in” the
      customer (or customers) served by the project, which would prevent competitors
      from dislodging the Trust’s project. The Trust focuses on markets in which
      projects can be developed and built quickly and can be standardized as to their
      design, equipment and construction. By following this strategy, the Trust seeks
      to take advantage of attractive market opportunities while streamlining the
      development process and diversifying across a number of projects in order to
      contain the exposure of the Trust to the risks inherent in such projects. As
      of
      December 31, 2005, all of the Trust’s projects are owned through investment
      vehicles that the Trust co-owns with certain affiliated investment Trusts or
      are
      managed by the Managing Shareholder. While the Trust may make additional
      investments in the projects and companies it currently owns, it does not
      anticipate future investment in projects or companies outside its current
      portfolio.  2
 Table
            of Contents


**Projects
      and Properties**




The
      following table is a summary of the Trust’s investment portfolio as of December
      31, 2005 detailing the nature of the business, the portion of the investment
      owned by the Trust and the number of projects in each investment.




Company
            No.
                of Sites
            Trust
              Interest
            Leased/
              Owned1
            Purpose
            Structure2Ridgewood
              UK3
            22
                locations
            69.6%
            Leased
            Electricity
              Generation
            ContainerizedIndeck
                Maine4
            2
                locations
            25%
            Owned
            Electricity
              Generation
            Industrial
              compoundRidgewood
              Egypt5
            17
                locations
            14.1%
            Leased
            1
–
                Power only
              8
–
                Water only
              8
–
                Water & Power
            Block/slabMaine
                Hydro6
            14
                locations
            50%
            Owned
            Hydroelectric
              Generation
            Integral
                to river
              damsUS
                Hydro7
            7
                locations
            29.2%
            Leased
                and
              Owned
            Hydroelectric
              Generation
            Integral
                to river
              dams





1
            Refers
                to the locations on which the Trust’s projects are located and not the
                projects themselves.




2
            Describes
                the type of structure in which the projects of the Trust are
                housed.




3
            These
                projects, which were co-owned with The Ridgewood Power Growth Fund
                (“Growth Fund”), were sold on February 22, 2007 to an entity not
                affiliated with the Trust or the Managing Shareholder, as disclosed
                on a
                Form 8-K filed by the Trust with the SEC on February 28,
                2007.




4
            Co-owned
                with Ridgewood Electric Power Trust IV (“Trust IV”) (25%) and Indeck
                Energy Services LLC ("Indeck"), an unaffiliated entity (50%). Both
                plants
                are located in northeastern Maine.




5
            Co-owned
                with the Growth Fund (68.1%) and the Ridgewood Egypt Fund (17.8%).
                All
                Egyptian sites are located on or near the Red
                Sea.




6
            Co-owned
                with Trust IV. All sites are located in northeastern
                Maine.




7
            Co-owned
                with the Growth Fund. Six US Hydro sites are located on the Eastern
                Seaboard of the United States and one in
                California.




**Ridgewood
      UK**




On
      May 26, 1999, Ridgewood UK, LLC
      (“RUK”) was formed as a New Jersey limited liability company and was
      re-domiciled to Delaware on December 24, 2002. As of December 31, 2005, the
      business of RUK was the extraction of methane-containing gas from landfill
      sites
      in England, Scotland and Wales, the use of that gas as fuel for generating
      electricity and the sale of that electricity.





On
      June 30, 1999, the Trust contributed
      $16.7 million to RUK. RUK’s wholly owned subsidiary, Ridgewood UK Ltd. (“UK
      Ltd.”), a limited company registered in England and Wales, then borrowed funds
      from the Bank of Scotland and with a portion of these combined proceeds,
      purchased from CLP Envirogas, Ltd. (formerly Combined Landfill Projects, Ltd.)
      six landfill gas power plants located in the UK with a combined electricity
      generation
      capacity of 15.1MW. At the time of the purchase, UK Ltd. and CLP Envirogas,
      Ltd.
      also agreed to the terms on which UK Ltd. would purchase additional projects
      then under development by CLP Envirogas, Ltd. should such projects be
      successfully developed.





3
 Table
            of Contents




In
      2001, the Growth Fund contributed
      $5.8 million to RUK in return for an equity share of 30.4% of RUK. Using this
      contribution and portions of additional proceeds from Bank of Scotland
      borrowings, UK Ltd. purchased an additional four projects with combined
      generating capacity of 4.6MW. On October 16, 2001, UK Ltd., through the issuance
      of approximately 24% of its shares and the payment of $2 million cash, acquired
      certain of the assets and liabilities of CLP Services, Ltd., CLP Development,
      Ltd and CLP Envirogas, Ltd. (collectively the “Management and Development
      Companies”) and the equity and debt of certain landfill gas projects (the “UK
      Merger”). As a result of the UK Merger, UK Ltd. acquired the ability to develop
      and operate landfill gas-fueled electricity generating facilities in the UK
      as
      well as the development rights to a number of such projects. The seller in
      the
      UK Merger was Arbutus Energy Ltd. (Jersey) (“Arbutus”) which became the minority
      interest holder in UK Ltd. following the UK Merger. UK Ltd. was renamed CLPE
      Holdings Ltd. (“CLP”) in 2001.





RUK
      continued to develop and expand its
      projects which resulted in installed capacity of 48.7MW, 34.5MW and 28MW as
      of
      December 31, 2005, 2004 and 2003, respectively. As of December 31, 2005, CLP
      owned 22 landfill methane gas-fired electric generating projects in the UK
      with
      an installed capacity of approximately 48.7MW. Projects representing
      approximately 26.5MW sell electricity under long-term contracts to the
      Non-Fossil Purchasing Agency (“NFPA”), a not-for-profit organization that
      purchases electricity generated by certain renewable power projects on behalf
      of
      large English electric utilities. Projects representing approximately 22.2MW
      qualify for the UK government’s Renewable Obligation incentive program
      (described in more detail below) and sell their output under short-term
      contracts.





As
      part of the UK Merger, RUK also
      acquired a 50% ownership in each of CLP Organogas SL, which owns a 2MW plant
      located in Seville, Spain and CLP Envirogas, SL, a management and development
      services company also located in Seville, Spain (collectively, the “Spanish
      Business”). Effective January 1, 2003, RUK transferred its interest in the
      Spanish Business to Arbutus in return for a portion of the minority interest
      in
      CLP then held by Arbutus. As a result of the transaction, RUK increased its
      ownership in CLP from 76% to 88%.





Beginning
      in 2002, RUK began to develop sites capable of qualifying for the UK’s Renewable
      Obligation incentive program (“RO”). The RO program requires electricity
      suppliers serving end-users in the UK to obtain renewable obligation
      certificates (“ROCs”) to demonstrate that a minimum portion of their electricity
      supplied was generated by producers meeting the qualifications of the RO. In
      order to fund the development and construction of these projects, RUK entered
      into a series of agreements with affiliated entities that agreed to provide
      financing. The affiliated entities providing this funding, Ridgewood Renewable
      PowerBank LLC, Ridgewood Renewable PowerBank II LLC, Ridgewood Renewable
      PowerBank III LLC and Ridgewood Renewable PowerBank IV LLC (each a “PowerBank
      Fund” and collectively the “PowerBank Funds”), are managed by RRP. Terms of the
      agreements between RUK and each of the PowerBank Funds are substantially the
      same and each provides for the PowerBank Funds to make construction advances
      to
      RUK in exchange for interest during construction and streams of fixed and
      variable lease payments once the financed projects go into operation (the
“PowerBank Arrangements”).




On
      January 23, 2007, RUK entered into a sale agreement (the “Sale Agreement”) along
      with Arbutus, and Ridgewood ROC 2003 LLC (“ROC I”), Ridgewood ROC II 2003 LLC
      (“ROC II”), Ridgewood ROC III 2003 LLC (“ROC III”), Ridgewood ROC IV 2004 LLC
      (“ROC IV,” and together with ROC I, ROC II and ROC III, the “Ridgewood ROCs”),
      each of which was a wholly-owned subsidiary of a corresponding PowerBank Fund,
      as sellers (collectively, the “Sellers”), with MEIF LG Energy Limited (“Buyer”),
      as the purchaser, for the sale of all of the issued and outstanding shares
      of
      CLP (the “Sale”).




Prior
      to
      the consummation of the Sale, RUK had owned 88% of the issued and outstanding
      shares of CLP and the remaining 12% of CLP had been owned by Arbutus. The RUK
      projects that are parties to the Non-Fossil Fuel Obligation Program (“NFFO”)
      contract secured a term loan obligation of CLP.






4
 Table
            of Contents





RUK
        completed the Sale on February 22, 2007. Under the Sale Agreement, Buyer
        acquired (i) 100% of the issued and outstanding shares of CLP (the “CLP Shares”)
        from RUK and Arbutus, and (ii) substantially all of the assets (the “Assets”) of
        the PowerBank Funds. The Assets and the CLP Shares constitute all the landfill
        gas business of the Trust and the PowerBank Funds located in the UK. In
        accordance with the Sale Agreement, at closing, the Buyer paid an aggregate
        purchase price for the CLP Shares and the Assets of £117.8 million ($229.5
        million), subject to a working capital adjustment that resulted in an increase
        to the purchase price of approximately £4.2 million ($8.2 million). After
        adjustment, the purchase price for the CLP Shares was approximately £25.1
        million ($48.9 million), of which approximately £15.4 million ($30.0 million)
        was attributable to the Trust and approximately £6.7 million ($13.1 million) was
        attributable to the Growth Fund, with Arbutus receiving the remaining balance.
        Taking into account payments made to RUK pursuant to certain sharing
        arrangements with the PowerBank Funds, the total gross sales proceeds to
        the
        Trust were approximately £19.2 million ($37.5 million).




The
      Sellers made certain warranties and indemnification undertakings to the Buyer
      in
      connection with the Sale that the Sellers consider typical of such transactions.
      Should there be a breach of the warranties or should an indemnity event occur,
      the Buyer could make claims against the Sellers, including the Trust. Management
      of the Trust does not believe there is a material likelihood that such a claim
      will arise or that, should such a claim arise, the Trust would incur a material
      liability. This belief is based, in part, on the Sellers having purchased
      warranty and indemnity insurance to minimize such risk. There are no current
      plans to reserve or provide an escrow for the contingent liabilities represented
      by these warranties and indemnities. As of the date of this filing,
      the Trust is not aware of any claims. In March 2007, the Trust distributed
      a
      portion of the Sale proceeds to the shareholders.




**Indeck**





On
      June
      11, 1997, the Trust and Trust IV (collectively the “Ridgewood Indeck Investors”)
      purchased, through capital contributions totaling $14.2 million, equal portions
      in a preferred membership interest in Indeck Maine Energy, L.L.C., an Illinois
      limited liability company (“Indeck Maine”) that owns two electric power
      generating stations fueled by clean wood biomass at West Enfield, Maine and
      Jonesboro, Maine. Indeck, an entity unaffiliated with the Trust, owns the
      remaining membership interest in Indeck Maine and was the seller in the June,
      1997 transaction. Ridgewood Indeck Investors have a preferred membership
      interest entitling them to receive all net cash flow from operations each year
      until they receive an 18% annual cumulative return on their capital
      contributions to Indeck Maine.





From
      January, 1998 through June, 2005, Ridgewood Indeck Investors loaned
      approximately $8.2 million in total to Indeck Maine, in proportion to their
      ownership interests.





Each
      of
      the Indeck Maine projects has a capacity of 24.5MW and each uses a steam turbine
      to generate electricity. The plants were commissioned in November, 1986 and
      use
      wood chips, bark, tree limbs and tops and other forest-related biomass as fuel.
      The Indeck Maine projects are members of the New England Power Pool (“NEPOOL”)
      and have historically sold their output to the ISO New England (a regional
      transmission organization serving the New England states). In 2007, Indeck
      Maine
      was awarded a six-month contract to supply electricity to a specified segment
      of
      the Maine electricity consumers market. It is anticipated that approximately
      50%
      of the output of the plants during the period of the contract will be sold
      and
      delivered pursuant to this award.





Indeck
      Maine and several of its affiliates have an agreement with a power marketer
      for
      which they are committed to sell renewable portfolio standard attributes (“RPS
      Attributes”) derived from their electric generation.  The agreement
      provides such power marketer with six separate annual options to purchase such
      attributes from 2004 through 2009 at fixed prices, as defined.  If
      Indeck Maine and its affiliates fail to supply the required number of
      attributes, penalties may be imposed.  In accordance with the terms of
      the agreement, if the power marketer elects to exercise an annual option and
      Indeck Maine and its affiliates produce no attributes for such option year,
      Indeck Maine and its affiliates face a maximum penalty, which is adjusted
      annually for the change in the consumer price index, among other things, of
      approximately $3,283,000, measured using current factors, for that option year
      and any other year in which an option has been exercised and no attributes
      have
      been produced.  Pursuant to the agreement, Indeck Maine is liable for
      70% of the total penalty, but may be liable up to 100% in the event of a default
      of its affiliates.





The
      plants are operated and maintained by Ridgewood Power Management, LLC (“RPM”) an
      affiliate of the Managing Shareholder, on an at-cost basis and their output
      qualifies for section 45 federal tax credits. The federal tax credit eligibility
      of the projects is expected to continue until the fourth quarter of
      2009.





5
 Table
            of Contents




**Ridgewood
      Egypt**





In
      1999, the Trust and the Growth Fund
      jointly formed and funded Ridgewood Near East Holdings LLC (“NEH”) to develop
      electric power and water purification plants for resort hotels along the Red
      Sea
      in Egypt. In 2000, the Growth Fund made additional investments and acquired
      majority ownership of NEH, which wholly owns Ridgewood Egypt For Infrastructure,
      LLC (Egypt) (“REFI”). In 2001, the Ridgewood Egypt Fund (“Egypt Fund”), an
      affiliate of the Growth Fund and the Trust, made contributions to NEH in
      exchange for a minority interest.





On
      December 30, 2001, NEH, through
      REFI, purchased a 28% equity interest in Sinai For Environmental Services S.A.E.
      (“Sinai”), which owns a 6,300 cubic meter (1.7 million gallon) per day water
      desalinization plant, for 5 million Egyptian pounds (approximately $1.1 million
      in 2001). In February of 2002, the NEH made an additional investment of 4.4
      million Egyptian pounds (approximately $939,000 in 2002) to increase its
      ownership to 53% and gain control of Sinai. As of December 31, 2005, REFI was
      entitled to an additional interest of about 13.4% in Sinai in return for having
      provided Sinai with certain machinery and equipment. As of December 31, 2005,
      receipt of this additional interest was subject to routine review and approval
      by the Egyptian government, which was granted in 2006.





The
      facilities of REFI source feedwater
      from shallow wells or directly from the Red Sea and use reverse osmosis
      filtration to produce potable water for sale. Certain of the facilities of
      REFI
      are located on or adjacent to their hotel customers while others are stand-alone
      facilities that deliver product water by pipeline. The facilities of REFI are
      modular and mobile and can be relocated to accommodate shifts in demand. As
      of
      December 31, 2005, REFI owns one project that supplies only electricity, eight
      that provide only potable water and eight that provide both water and
      electricity generation. The projects generally sell their output under contracts
      and other arrangements at prevailing market rates. REFI has the capacity to
      make
      approximately 6.5 million gallons per day of potable water and 29.7MW of
      electricity. As a matter of operational management, REFI has a practice of
      continual evaluation of its projects and relocates capacity between locations
      in
      order to meet changes in demand from its customers. 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 the 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.





The
      Ridgewood Egypt operations have two
      debt facilities. A portion of the assets of Sinai are security for a Sinai
      bank
      term loan facility and certain REFI equipment secures a loan facility under
      which REFI is the borrower.





**Maine
      Hydro**





In
      1996,
      the Trust and Trust IV formed Ridgewood Maine Hydro Partners, L.P. (“Maine
      Hydro”) for the purpose of acquiring a portfolio of hydroelectric facilities
      from CHI Energy, Inc. The Trust and Trust IV own equal interests in Maine Hydro.
      On December 23, 1996, Maine Hydro acquired 14 hydroelectric projects located
      in
      Maine in a merger transaction from CHI Energy, Inc. for $13.4 million. The
      projects acquired have a combined 11.3MW of generating capacity and are operated
      under contract by RPM on an at-cost basis. The acquired projects were
      commissioned between 1980 and 1987.





Since
      before the time of the acquisition by Maine Hydro, the electricity generated
      by
      the Maine Hydro projects has been sold under long-term electricity sales
      contracts with either Central Maine Power or Bangor Hydro-Electric Company.
      Eleven of the purchase agreements expire at the end of 2008 and one each expires
      in 2007, 2014 and 2017. When the contracts expire, it is anticipated that the
      affected projects will sell their output on the wholesale power
      market.





**US
      Hydro**





Beginning
      in 1999, the Trust and the
      Growth Fund began discussions with Synergics, Inc. (“Synergics”) to acquire
      certain of its hydroelectric generating plants. In the course of negotiations,
      the Trust and the Growth Fund were presented with an opportunity to acquire
      certain debt obligations of Synergics from a lender to Synergics. The Trust
      and
      the Growth Fund, through a joint venture (the “debt joint venture”), acquired
      debt obligations of Synergics from the lender on April 28, 2000 for a payment
      to
      the lender of approximately $17 million. The Growth Fund supplied $12 million
      of
      the capital used by the debt joint venture to acquire the debt and the Trust
      supplied the remaining $5 million. The Trust and the Growth Fund own the debt
      joint venture 29.2% and 70.8%, respectively, which is in proportion to the
      capital each supplied. Neither entity has preferred rights over the
      other.





6
 Table
            of Contents







On
      November 22, 2002, through another
      joint venture (the “acquisition joint venture”) owned in the same proportion as
      the debt joint venture that acquired the debt of Synergics, the Trust and the
      Growth Fund completed the acquisition of Synergics and changed the name of
      the
      acquisition joint venture to Ridgewood US Hydro Corporation (“US
      Hydro”).





The
      aggregate acquisition price of US
      Hydro, including both the 2000 debt acquisition and the 2002 purchase of shares,
      was approximately $20.3 million. As a result of the acquisition, the Trust
      and
      the Growth Fund received seven hydroelectric generating facilities with 15MW
      of
      generating capacity and notes receivable to be repaid from the output of an
      additional project with 4MW of generating capacity. As of March 31, 2003, US
      Hydro undertook to renegotiate the notes receivable. The result of the
      renegotiation was a settlement, whereby a $4,000,000 cash payment would be
      made
      to US Hydro in satisfaction of the obligations under the notes receivable.
      US
      Hydro entered into a termination and release agreement on March 31, 2004, at
      which time US Hydro reached a settlement satisfying the notes receivable. The
      Trust and the Growth Fund also assumed approximately $7.5 million of other
      bank
      debt in connection with the acquisition.





As
      of December 31, 2005, the output of
      six projects is sold to utility purchasers under long-term contacts at prices
      set out in those contracts while output for the seventh is sold at open market
      prices. Three of the projects are located in Virginia, two are located in New
      York, one project is located in California and one project is located in Rhode
      Island. The projects are managed by RPM under an operations and maintenance
      agreement that provides for the Trust to pay the actual cost of project
      operations and maintenance along with an allocation of actual overhead to
      provide for administrative services.





Five
      of the east coast facilities are
      security for a term loan facility and the California facility is security for
      a
      lease obligation.





**Other
      Investments**





The
      Trust
      has residual interests in other investments it has made. As of December 31,
      2002, these other investments did not have any carrying value and such residual
      interest is considered immaterial to the Trust.





**Customers**





The
      Trust sells all of the electricity
      it produces in UK from the projects that it owns to the NFPA, a non-profit
      organization that purchases electricity generated by renewable sources (such
      as
      landfill gas power plants) on behalf of all British utilities in order to meet
      British environmental protection goals. Projects subject to PowerBank lease
      financing arrangements sell their output of electricity and ROC’s under
      short-term contracts entered into from time-to-time.  Projects subject
      to PowerBank lease financing agreements sell their output of electricity and
      ROCs under short-term contracts entered into from time-to-time.





**Business
      Segments**





Power
      generation is the only business
      segment within which the Trust manages and evaluates its
      operations.





**Project
      Feedstock/Raw Materials**





The
      projects of the Trust each convert
      a raw material into a finished product and the arrangements for obtaining these
      raw materials are a key element in the business of the Trust.





7
 Table
            of Contents





Prior
        to the Sale, the UK projects of
        the Trust consisted of reciprocating engine generator sets that use
        methane-containing landfill gas as fuel. Each project location owned and
        operated a network of wells, pipes and fans that collected gas from the landfill
        as it was produced through natural anaerobic digestion of the waste. The
        UK
        projects did not own or operate any landfills but had arrangements with site
        owner/operators which gave the projects certain rights, including the right
        to
        build the project, occupy its compound, operate the gas collection system
        and
        use the gas from the landfill. These agreements, generally referred to as
        gas
        agreements, were long-term agreements that typically ran for the life or
        expected life of the gas resource attributable to the landfill and typically
        included provisions for royalty payments from the project to the landfill
        operator as compensation for the granting of these rights. Royalty payments
        were
        typically calculated as a percent of revenue. RUK did not maintain material
        inventories of either raw materials or output products.





The
      Egyptian water projects rely on two feedstocks for their output. The first
      is
      feedwater which can come either from shallow wells that occur along the Red
      Sea
      coast or from the Red Sea itself and, in all cases, from a source nearby the
      plant that is to process the feedwater. In the case of well water, the feedwater
      is typically brackish, meaning that it has a briny character but does not have
      as much in the way of impurities (primarily salts) as seawater. The feedwater
      is
      processed through reverse osmosis filtration so that a portion becomes fresh
      or
“product” water, which is sold, and the remainder becomes reject water which
      must be disposed of either by returning it to the Red Sea or by injecting into
      wells designed for the purpose. As a general matter, the more the feedwater
      is
      like fresh water, the lower the processing cost and the greater the portion
      that
      becomes product water. Though the quality varies depending on location, well
      water is generally preferred to seawater. Seawater must undergo pre-treatment
      before being processed using reverse osmosis. In order to obtain good quality
      feedwater wells and suitable reject water wells, the NEH must negotiate with
      parties owning water rights. A variety of payment arrangements exist as a result
      of these negotiations.





The
      Egyptian water projects also need
      electricity to run the high compression pumps that operate the reverse osmosis
      processing equipment. In most of its projects, REFI generates its own
      electricity using diesel-fired reciprocating engine generators. Diesel fuel
      and
      electricity are subsidized commodities in Egypt and are readily available.
      In
      other cases electricity is purchased either from the local electricity grid
      or
      from the on-site generation of REFI’s hotel customers. In cases where a project
      purchases electricity from a host hotel or customer, the value of the
      electricity is deducted from the price of water purchased by the customer.
      These
      are negotiated transactions that reflect prevailing market rates for the
      commodities involved. About 65% of the capacity of the REFI projects generate
      their own electricity and the remainder purchase electricity from third parties.
      The Egypt projects do not maintain material amounts of either raw materials
      or
      product water inventories.





The
      Trust’s hydroelectric projects are
      all located on, and are integral parts of, dams on river ways. Of
      the twenty one projects of the Trust, eighteen are considered
      run-of-river, meaning that they generate such electricity as the natural flow
      of
      the river will produce with little or no ability to alter its flow rate or
      store
      water up-river of the dam. Output of these projects (and hence revenue) is
      characterized by high degrees of variability and seasonality. The other three
      hydroelectric projects of the Trust are associated with dams used to create
      reservoirs that store water, which tends to make production from the generating
      facility more level. Approximately 28% of the capacity of the hydroelectric
      projects in which the Trust has an interest is located on reservoir facilities
      and the balance is located on run-of-river facilities. The projects do not
      make
      payments for throughput water.





**Competition**





Competition
      in the UK landfill gas
      electricity generation industry is based on obtaining site rights by obtaining
      gas agreements. Once established on a site, there is little a competitor can
      do
      to affect the business of a project. The US Hydro projects can generally sell
      their production at prevailing market prices, and, as such, do not generally
      face competition in the sale of the electricity they generate.





Since
      Indeck Maine has historically sold output in its wholesale markets, competition
      is focused on wood supplies as the projects compete mostly with non-power
      generation businesses like paper and lumber companies for forest material.
      This
      competition is based on price, consistency of demand and relationships with
      suppliers. The Indeck projects also compete for this material, in part, by
      their
      ability to use clean biomass that is waste-wood in certain other applications.
      Also, there are geographic limits to this competition because this clean biomass
      can only be economically transported over relatively short distances. Beginning
      in 2006, Indeck Maine has attempted to compete in the market to deliver
      electricity to final customers through supply auctions. Success in such auctions
      is based
      largely on price, reliability and financial strength but success can bring
      higher prices to the Indeck Maine projects than is available in the wholesale
      market.





8
 Table
            of Contents




Competition
      in the market for providing potable water to hotel resort developments is
      primarily driven by obtaining supply agreements and the rights to locate on
      the
      site of a customer. Secondary competitive factors are price, service and
      reliability of supply. Once a supply relationship has been established with
      a
      customer, a supplier is very difficult for a competitor to
      dislodge.





The
      US power generation projects can
      generally sell their production at prevailing market prices, and, as such,
      do
      not generally face competition in the sale of the electricity they
      generate.





**Seasonality/Weather
      Effects**




Prior
      to
      the Sale, the RUK projects experienced minor fluctuations in response to
      seasonal weather patterns but these patterns were not believed to be
      material.




As
      described above, ground conditions in the tree harvesting areas that the Indeck
      Maine projects look to for fuel can have a considerable impact on the price,
      quality and availability of that fuel. During periods of spring and fall rains
      and during periods of spring thaw, fuel suppliers may not have suitable access
      to tree-harvesting areas for the purpose of bringing fuel out of those areas.
      Also, fuel collected during these times tends to have a higher moisture content
      which reduces its value as a fuel. The prices to be received by Indeck Maine
      for
      its electricity output follow season demand trends so that prices tend to be
      lower in the moderate spring and fall and higher in the winter and summer as
      demand for heating and cooling, respectively, increase and drive up
      prices.




Demand
      for the output of the Egypt projects is largely driven by the occupancy levels
      of the hotel customers for the projects and the occupancy rates for hotels
      in
      the Red Sea tourist areas are subject to highly seasonal patterns. The high
      season for Red Sea tourism is, broadly, from late April to mid-September with
      a
      trough in occupancy rates in January and February. The volume and price of
      the
      output of REFI generally track these patterns and management of REFI takes
      advantage of the troughs in demand to perform maintenance of its
      projects.




The
      output of the Trust’s hydroelectric projects is affected by seasonal weather
      patterns including rainfall and snowpack runoff. These factors tend to
      concentrate the output of these projects in the spring and fall with little
      or
      no output in the winter and summer months. Management of these sites takes
      advantage of these patterns to perform maintenance during periods of low output.
      Because river flows are the dominant factor in determining the output of the
      hydroelectric projects, output can vary widely from year-to-year based on
      amounts of rain and snowfall. The Maine Hydro projects are "run-of-river"
      facilities meaning that they have little or no ability to store water for the
      purpose of leveling or increasing the amount of electricity generation. As
      a
      result, the Maine Hydro projects are more susceptible to seasonal and
      year-to-year changes in rain and snowfall than projects that create reservoirs,
      such as the US Hydro projects.




**Government
      Incentives and Regulation**




Certain
      of the projects of the Trust qualify for incentives because of their location
      or
      their use of renewable fuels.




In
      1997,
      Massachusetts enacted the Electric Restructuring Act of 1997 (the “Restructuring
      Act”). Among other things, the Restructuring Act requires that all retail
      electricity suppliers in Massachusetts (i.e., those entities supplying electric
      energy to retail end-use customers in Massachusetts) purchase a minimum
      percentage of their electricity supplies from qualified new renewable generation
      units powered by one of several renewable fuels, such as solar, biomass or
      landfill. Beginning in 2003, each such retail supplier must obtain at least
      one
      (1%) percent of its supply from qualified new renewable generation units. Each
      year thereafter, the requirement increases one-half of one percentage point
      until 2009, when the requirement equals four (4%) percent of each retail
      supplier’s sales in that year. Subsequent to 2009, the increase in the
      percentage requirement will be determined and set by the Massachusetts Division
      of Energy Resources (“DOER”).




9
 Table
            of Contents




On
      July
      8, 2002, Indeck Maine received a “Statement of Qualification” from the DOER
      pursuant to the renewable portfolio standards (“RPS”) adopted by Massachusetts.
      Since Indeck Maine has been qualified, it has sold to retail electric suppliers
      the RPS Attributes associated with its electrical energy. Retail electric
      suppliers need to purchase RPS Attributes associated with renewable energy
      and
      not necessarily the energy itself. Thus, electrical energy and RPS Attributes
      are separable products and need not be sold or purchased as a bundled product.
      Retail electric suppliers in Massachusetts will then use the purchase of such
      RPS Attributes to demonstrate compliance with the Restructuring Act and RPS
      Regulations.




At
      the
      time the Egyptian business of the Trust was begun, there was little development
      or development infrastructure along the Red Sea and parties making investments
      in these areas were eligible for 10-year income tax holidays. REFI qualified
      for
      such an income tax holiday which commenced on January 1, 2001 and will run
      through December 31, 2010. The projects of REFI are subject to routine
      regulatory oversight which is executed mostly at the local level and consists
      primarily of zoning and work-place safety regulations that the Trust does not
      consider onerous.




The
      hydroelectric projects operate under the terms of the Federal Energy Regulatory
      Commission (“FERC”) licenses issued to them. Even though these projects have no
      employees, they are affected by general employment regulations in the
      jurisdictions of its facilities through the RPM operations and maintenance
      agreements. The Trust considers these regulations to be routine and does not
      consider the cost of compliance to be material.




Because
      the fuel used by the RUK projects is a renewable, non-fossil fuel source and
      because it is also an undesirable by-product of landfill operations, the
      projects of RUK qualified under two separate primary incentive regimes. The
      older of the two is the NFFO which is a program that provided credit-worthy,
      long-term purchase contracts for qualifying electricity generators enacted
      in
      section 32 and 33 of the Electricity Act 1989. The program provided for a
      limited volume of such contracts and called for project developers to bid for
      portions of the limited volume. The NFPA was set up in connection with the
      NFFO
      program to act as administrator and counter-party to the NFFO contracts as
      well
      as to administer the contract bidding process. Prior to the investment by Trust
      and the Growth Fund in the UK business, CLP, the predecessor entity, entered
      a
      number of these auctions and won several contracts. A number of these projects
      were built by RUK and currently sell their electrical output pursuant to NFFO
      contracts. Because the contracts were credit-worthy, projects having the benefit
      of the contracts can readily obtain financing. The last NFFO contracts were
      granted in 1998 and no new NFFO contracts are expected to be granted in the
      future.




The
      subsequent incentive for which the projects of RUK qualified was also enacted
      through the Electricity Act 1989 and implemented through The Renewable
      Obligations Order 2002. Known as the RO, this incentive established targets
      for
      parties supplying electricity to final consumers in the UK with respect to
      the
      portion of their electricity supply generated from qualifying renewable
      facilities and imposed penalties on those parties to the extent they failed
      to
      meet the targets. As an owner of qualifying renewable facilities, RUK was able
      to sell the electricity generated by these facilities as well as certificates
      (“ROCs”) demonstrating that the electricity can be delivered in satisfaction of
      the Renewable Obligation. Both the electricity and the ROCs produced by the
      qualifying facilities were undifferentiated commodities and there are liquid
      markets for both albeit at fluctuating prices.




Prior
      to
      the Sale, the projects of RUK were subject to routine regulatory oversight
      which
      was executed mostly at the local level and consist primarily of zoning, noise
      and work-place safety regulations that the Trust did not consider onerous.
      In
      addition to these regulations, the RUK projects were also subject to the
      Integrated Pollution Prevention and Control (“IPPC”) regimes designed to control
      pollution from industrial sources. The IPPC regulations were contained in
      Statutory Instrument 2000 No. 1973; The Pollution Prevention and Control
      (England and Wales) Regulations 2000 and were introduced under the Pollution
      Prevention and Control Act 1999. Regulators set permit conditions that were
      based on the use of the “Best Available Techniques”, which balances the cost to
      the operator against benefits to the environment. The IPPC regulations were
      being phased in over an extended period and, while they represent an
      administrative burden in demonstrating initial compliance and a modest burden
      in
      demonstrating on-going compliance, the Trust did not believe the IPPC
      regulations would otherwise affect the business of RUK.




10
 Table
            of Contents





As
      a
      general matter, incentives and regulations affecting RUK were enacted and issued
      by the Parliament of England for England and Wales and separately by the
      Scottish Parliament for Scotland. Prior to the Sale, the Trust did not believe
      that the differences between the versions of the incentives and regulations
      issued by these two governments would have a material affect on the
      Trust.




**Financing
      Arrangements**




The
      Trust
      uses debt to finance certain of the acquisitions and the operation of certain
      of
      its investments. Such financing arrangements are specific to the investment
      financed and are made at the operating company level. These financing
      arrangements are non-recourse to the Trust and the Trust provides no guarantees
      of the amounts borrowed under such financing arrangements.




**Insurance**




The
      Trust has in place, either directly
      or through investee companies, insurance typical for activities such as those
      conducted by the Trust. These policies include, where appropriate and
      economical, property and casualty, business interruption, workman’s
      compensation, political risk and key executive life insurance with underwriters
      and carriers the Trust believes, in consultation with its advisors, to be
      appropriate. Certain of the insurance carried by the Trust is required by the
      lenders to certain of its investee companies.




**Employees**




The
      Trust
      does not have employees. The activities of the Trust are performed either by
      employees of the Managing Shareholder, its affiliates or those of the specific
      investments of the Trust.




**Offices**


The
      principal office of the Trust and
      the Managing Shareholder is 1314 King Street, Wilmington, Delaware, 19801 and
      its phone number is 302-888-7444. The Managing Shareholder also maintains
      offices at 947 Linwood Avenue, Ridgewood, New Jersey, 07450 and a phone number
      of 201-447-9000.




**Available
      Information**




The
      Trust’s shares are registered under
      Section 12(g) of the Exchange Act. The Trust must therefore comply with, among
      other things, the periodic reporting requirements of Section 13(a) of the
      Exchange Act. As a result, the Trust prepares and files annual reports with
      the
      SEC on Form 10-K, quarterly reports on Form 10-Q and, from time to time, current
      reports on Form 8-K. Moreover, the Managing Shareholder maintains a website
      at
      http://www.ridgewoodpower.com that contains important information about the
      Managing Shareholder, including biographies of key management personnel, as
      well
      as information about the investments made by the Trust and the other investment
      programs managed by the Managing Shareholder.




**Where
      You Can Get More Information**




The
      Trust
      files annual, quarterly and current reports and certain other information with
      the SEC. Persons may read and copy any documents the Trust files at the SEC’s
      public reference room at 100 F Street, NE, Washington D.C. 20549. You may obtain
      information on the operation at the public reference room by calling the SEC
      at
      1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy
      and information statements, and other information regarding issuers that file
      electronically with the SEC at http://www.sec.gov. A copy of any such filings
      will be provided free of charge to any shareholder upon written request to
      the
      Managing Shareholder at its business address - 947 Linwood Avenue, Ridgewood,
      New Jersey 07450, ATTN: General Counsel.




11
 Table
            of Contents





**Reports
      to Shareholders**




The
      Trust
      does not anticipate providing annual reports to shareholders but will make
      available upon request copies of the Trust’s periodic reports to the SEC on Form
      10-K and on Form 10-Q.




**ITEM
      1A. RISK FACTORS**




In
      addition to the other information
      set forth elsewhere in this report, you should carefully consider the following
      factors when evaluating the Trust:




**RISKS
      INHERENT IN THE BUSINESSES OF THE TRUST**




**The
      Trust has material weaknesses and significant deficiencies in its internal
      controls over financial reporting.**




Material
      weaknesses and significant
      deficiencies in internal controls over financial reporting have been identified
      in connection with the Trust’s audits. These weaknesses primarily relate to the
      Trust’s inability to complete its reporting obligations on a timely basis as a
      result of deficient controls and procedures over financial reporting. See Item
      9A. “Controls and Procedures” in this report. The inability of the Trust to
      timely report its results could impact the ability of an investor to adequately
      understand its investment, restrict the Trust’s ability to conduct its
      activities and subject the Trust to fines and penalties.




**The
      Trust’s biomass business can be affected by factors including weather and
      business conditions in other industries.**




Greater
      than normal amounts of rain or snowfall, while benefiting hydroelectric projects
      of the Trust, could adversely affect the ability of suppliers to provide wood
      fuel to the Indeck Maine projects, which could result in increased supply costs.
      Conversely, moderate weather could adversely affect the prices Indeck Maine
      receives for its electricity generation. As a result, the projects could have
      to
      reduce production, or alternatively, suspend its operations. Changes in
      conditions of the paper, lumber or other wood-products industries in the area
      of
      the plants could increase competition for the material used by the Indeck Maine
      projects for fuel. Such a circumstance could adversely impact operations of
      the
      projects by reducing availability of fuel to the plants or by increasing the
      cost of fuel.




**The
      Trust’s investment in the Egyptian water desalinization business depends on the
      willingness and ability of tourists to travel to the Egyptian Red Sea resort
      areas. Factors that reduce that tourism, including acts of terrorism, could
      have
      an adverse impact on the business of the Trust.**




REFI
      serves remote hotel resort communities that depend on the willingness and
      ability of tourists to make discretionary journeys to the Egyptian Red Sea
      areas. Factors decreasing the willingness or ability of tourists to make these
      journeys will reduce the demand for the output of the water projects of the
      Trust. These factors include, but are not limited to, acts of terrorism, the
      cost of travel to the area and general tourism industry trends. The resort
      areas
      of Egypt have experienced acts of terrorism in the past and it is possible
      that
      such acts could result in dramatically reduced tourism to the area which would
      likely have an adverse impact on the output quantity and price of the Trust’s
      products. Material increases in the cost of travel to the area for reasons
      such
      as increases in airfares, taxes or accommodations or other, unrelated changes
      in
      traveler preferences can also adversely affect the demand for the products
      of
      REFI. The projects of REFI have no alternative markets for their
      products.




**The
      Trust’s hydroelectric business can be affected by adverse weather
      conditions.**




The
      Trust’s hydroelectric generation projects rely on rainfall and snowfall to
      provide water flow for electricity production. Rainfall and snowfall vary from
      year-to-year and an extended period of below-normal rainfall and/or snowfall
      would significantly reduce electricity revenue. Each project is entirely
      dependent on the water flow through where it is located.




12
 Table
            of Contents





**The
      Trust has a significant portion of its investments located outside the United
      States that can be affected by events beyond the Trust’s
      control.**




The
      Trust
      has significant investments in Egypt and, until the sale of its UK operations,
      significant investments in the UK. As a result, the Trust is subject to certain
      risks on a country-by-country basis, including changes in domestic and foreign
      government regulations, licensing requirements, tariffs or taxes and other
      trade
      barriers, exchange controls, expropriation, and political and economic
      instability, including fluctuations in the value of foreign currencies. Certain
      of these risks may be greater than those commonly experienced in the United
      States. The exchange rate from local currencies to US dollars may be so
      unfavorable that the Trust may experience negative net results, when measured
      in
      US dollars, even though the performance of the Egyptian or UK businesses may
      be
      successful when measured in their local currencies. Also, fluctuations of
      foreign currencies could reduce the value of, or the ability of, the Trust
      to
      make distributions to its shareholders.




**The
      operations of the Trust have limited capital, limited access to new capital
      and
      have obligations to third parties for borrowed money.**




The
      Trust’s investments, but not the
      Trust itself, utilize debt financing, which increases the variability of results
      and increases the financial risk of the Trust. The rights of the Trust to the
      cash flow of the projects are subordinated to the obligations of the projects
      under the debt facilities, which could limit the Trust’s ability to receive cash
      distributions from the investments. Also, the Trust does not maintain
      significant reserves for contingencies to offset this risk.




**The
      operations of the Trust may experience competitive price pressure and
      competition for project development opportunities.**




Competition
      for new project
      opportunities is based largely on price, service and reliability. While it
      is
      difficult to displace the existing projects of the Trust from their customers,
      competition exists for new projects and this competition may, in some
      circumstances, drive down the prices of the products and services offered by
      the
      Trust’s projects or drive up the costs of its feedstock resources.




**The
      Trust may experience delays and cost overruns in the development of new
      projects.**




As
      an integral part of its Egyptian
      businesses, and the UK business prior to its sale in 2007, the Trust identifies,
      develops and constructs new projects. These processes are inherently uncertain
      and prone to unforeseen delays and costs which can adversely impact the
      revenues, expenses and cash flow of the Trust by making completed projects
      less
      economically attractive than they were expected to be at the time a commitment
      was made to building the project. This can also result in the abandonment or
      liquidation of projects prior to completion.




**The
      projects of the Trust depend on the near-continuous operation of their
      equipment. Should the productivity of some or all of this equipment be
      compromised or should the equipment fail altogether, the Trust would be
      adversely affected. The Trust may also experience difficulty in hiring qualified
      operating personnel.**




The
      primary equipment of the Trust
      includes mechanical fuel handling systems, circulating fluidized bed boilers,
      turbine generator sets, reverse osmosis water purification equipment,
      reciprocating engine generator sets, water pumping stations and hydroelectric
      generating equipment. This equipment is subject to mechanical failure that
      the
      Trust may not be able to predict and that can render specific projects
      inoperable for considerable periods of time. This risk also extends to failures
      of the electricity grid near the Trust’s projects that could prevent the
      affected project or projects from delivering its electricity. In addition,
      the
      Trust may experience price increases for, or difficulty in obtaining, spare
      parts for its projects and in identifying and hiring personnel qualified to
      operate, maintain and repair the specialized equipment that make up parts of
      its
      projects.




13
 Table
            of Contents


**The
        projects of the Trust are subject to regulatory changes (including changes
        in
        environmental regulations) that could significantly reduce revenues or increase
        expenses of the Trust.**




This
      risk of increased expenses is
      inherently difficult to predict but could include matters such as the ability
      of
      the Egyptian projects to discharge the reject water that is a byproduct of
      the
      purification process or requirements on the part of regulators for owners of
      dams or hydroelectric generators to provide for fish passages either upstream
      or
      downstream of the dams that affect US Hydro. Such changes could increase costs
      at affected projects or prevent certain projects from operating.




Indeck
      Maine derives a significant portion of its income from renewable energy
      incentive programs sponsored by state governments. Should states reduce,
      eliminate or change the compliance requirements for these programs such changes
      could have a materially adverse impact on the financial performance of the
      Trust’s investment in Indeck Maine.




**REFI
      must arrange for feedwater, for the disposal of reject water and for a supply
      of
      electricity to operate its projects.**




REFI
      depends on third party owners of
      water rights to source feedwater for their facilities and for the discharge
      of
      reject water that is a byproduct of the reverse osmosis process. Should this
      be
      restricted, not possible or the price increases significantly, the profitability
      of the affected sites would be reduced. The REFI projects also depend on third
      party supply of diesel fuel for electricity generation at certain projects
      and
      third party supply of electricity at other projects. Restrictions of
      availability of these commodities or significant increases in prices would
      have
      a negative impact on the affected projects and the Trust.




**The
      Trust or the Managing Shareholder may become involved in
      litigation.**




The
      Trust faces an inherent business
      risk of exposure to various types of claims and lawsuits that may arise in
      the
      ordinary course of business. Although it is not possible to predict the timing,
      nature or outcome of such claims or lawsuits should they arise, we believe
      the
      chances that any claims or lawsuits arising and resulting, individually or
      in
      the aggregate, in a material impact on the Trust to be remote. However, the
      Trust could in the future incur judgments or enter into settlements of lawsuits
      and claims that could have a material adverse effect on the results of the
      Trust. In addition, while the Trust maintains insurance coverage with respect
      to
      certain claims, the Trust may not be able to obtain such insurance on acceptable
      terms in the future, if at all, and any such insurance may not provide adequate
      coverage against any such claims.




THE
      FOLLOWING RISK FACTORS RELATE TO
      THE TRUST’S RUK ACTIVITIES, WHICH AS DISCUSSED ABOVE, WERE SOLD IN
      2007:




**The
      Trust’s UK landfill methane business depends on the production of landfill
      methane from the landfill sites on which they operate and access to that gas
      production.**




The
      electricity production of the RUK projects is typically limited by the available
      amount of landfill methane gas used as fuel by these projects. A number of
      factors influence the amount of landfill methane gas produced by a landfill
      site
      including the quantity and makeup of the waste deposited into the site by the
      landfill operator, the manner and sequence of the waste deposition, the
      non-waste materials used to support the landfill structure and the amount of
      liquid in the landfill. A number of factors also influence the ability of the
      Trust’s UK personnel to gain access to gas that is being produced by a landfill
      including the land filling strategy and practices of the landfill site operator.
      To the extent that these factors limit the production of landfill methane gas
      or
      the ability of the projects of the Trust to collect and use that gas at some
      or
      all of the landfill sites on which they operate, the affected project or
      projects may not achieve profitable output levels.




**Certain
      of the RUK projects sell their electricity and ROC output at open market prices
      and could be adversely affected should prices fall
      substantially.**




With
      respect to the projects of RUK not
      subject to NFFO contracts, the output is sold at open market power prices.
      These
      prices are fixed from time-to-time in one-year contracts. Should the price
      of
      electricity or ROCs fall substantially, the Trust would be adversely affected
      and it is possible that the projects affected could not be operated
      profitably.




14
 Table
            of Contents




**RISKS
      RELATED TO THE NATURE OF THE TRUST’S SHARES**




**The
      Trust’s shares have severe restrictions on transferability and liquidity and
      shareholders are required to hold the shares indefinitely.**




The
      Trust’s shares are illiquid investments. There is currently no market for these
      shares and one is not likely to develop. Because there may be only a limited
      number of persons who purchase shares and because there are significant
      restrictions on the transferability of such shares under the Trust’s Declaration
      of Trust and under applicable federal and state securities laws, it is expected
      that no public market will develop. Moreover, neither the Trust nor the Managing
      Shareholder will provide any market for the shares. Shareholders are generally
      prohibited from selling or transferring their shares except in the circumstances
      permitted under the Declaration of Trust and applicable law, and all such sales
      or transfers require the Trust’s consent, which it may withhold at its sole
      discretion. Accordingly, shareholders have no assurance that an investment
      can
      be transferred and must be prepared to bear the economic risk of the investment
      indefinitely.




**Shareholders
      are not permitted to participate in the Trust’s management or operations and
      must rely exclusively on the Managing Shareholder.**




Shareholders
      have no right, power or authority to participate in the Trust’s management or
      decision making or in the management of the Trust’s projects. The Managing
      Shareholder has the exclusive right to manage, control and operate the Trust’s
      affairs and business and to make all decisions relating to its
      operation.




**The
      Trust’s assets are generally illiquid and any disposition of Trust assets is at
      the discretion of the Managing Shareholder.**




The
      Trust’s interest in projects is
      illiquid. However, if the Trust were to attempt to sell any such interest,
      a
      successful sale would depend upon, among other things, the operating history
      and
      prospects for the project or interest being sold, the number of potential
      purchasers and the economics of any bids made by them. The Managing Shareholder
      has full discretion to determine whether any project, or any partial interest,
      should be sold and the terms and conditions under which such project would
      be
      sold. Consequently, shareholders will depend on the Managing Shareholder
      for the decision to sell all or a portion of an asset, or retain it, for the
      benefit of the shareholders and for negotiating and completing the sale
      transaction.




**The
      Trust indemnifies its officers, as well as the Managing Shareholder and its
      employees, for certain actions taken on its behalf. Therefore, the Trust has
      limited recourse relative to these actions.**




The
      Declaration of Trust provides that
      the Trust’s officers and agents, the Managing Shareholder, the affiliates of the
      Managing Shareholder and their respective directors, officers and agents when
      acting on behalf of the Managing Shareholder or its affiliates on the Trust’s
      behalf, will be indemnified and held harmless by the shareholders from any
      and
      all claims rising out of the Trust’s management, except for claims arising out
      of bad faith, gross negligence or willful misconduct or a breach of the
      Declaration of Trust. Therefore, the Trust may have difficulty sustaining an
      action against the Managing Shareholder, or its affiliates and their officers
      based on breach of fiduciary responsibility or other obligations to the
      shareholders.




**The
      Managing Shareholder is entitled to receive a management fee regardless of
      the
      Trust’s profitability and also receives cash
      distributions.**




The
      Managing Shareholder is entitled to receive an annual management fee from the
      Trust regardless of whether the Trust is profitable in that year. The annual
      fee, payable monthly, is equal to 2.5% of total capital contributed by
      shareholders. In addition to its annual management fee, the Managing
      Shareholder, as compensation for its management services, will receive 20%
      of
      the Trust’s cash distributions to shareholders upon the shareholders having
      received a certain minimum level of distributions as set out in the Declaration
      of Trust, even though the Managing Shareholder has not contributed any cash
      to
      the Trust. Accordingly, shareholders contribute all of the cash utilized for
      the
      Trust’s investments and activities. If the Trust’s projects are unsuccessful,
      the shareholders may lose 100% of their investment while the Managing
      Shareholder will not suffer any investment losses because it did not contribute
      any capital. None of the compensation to be received by the Managing Shareholder
      has been derived as a result of arm’s length negotiations.




15
 Table
            of Contents




**Cash
      distributions are not guaranteed and may be less than anticipated or
      estimated.**




Distributions
      depend primarily on available cash from project operations. At times,
      distributions may be delayed to repay the principal and interest on project
      or
      Trust borrowings, if any, or to Trust other costs. The Trust’s taxable income
      will be taxable to the shareholders in the year earned, even if cash is not
      distributed.




**Because
      the Managing Shareholder manages other electricity generation and infrastructure
      Trusts, it may have conflicts of interest in its management of the Trust’s
      operations.**




Shareholders
      will not be involved in the management of the Trust’s operations. Accordingly,
      they must rely on the Managing Shareholder’s judgment in such matters. Inherent
      with the exercise of its judgment, the Managing Shareholder will be faced with
      conflicts of interest. While neither the Trust nor the Managing Shareholder
      have
      specific procedures in place in the event of any such conflicting
      responsibilities, the Managing Shareholder recognizes that it has fiduciary
      duties to the Trust in connection with its position and responsibilities as
      Managing Shareholder and it intends to abide by such fiduciary responsibilities
      in performing its duties. Therefore, the Managing Shareholder and its affiliates
      will attempt, in good faith, to resolve all conflicts of interest in a fair
      and
      equitable manner with respect to all parties affected by any such conflicts
      of
      interest. However, the Managing Shareholder is not liable to the Trust for
      how
      conflicts of interest are resolved unless it has acted in bad faith, or engaged
      in gross negligence or willful misconduct.




**TAX
      RISKS ASSOCIATED WITH AN INVESTMENT IN SHARES**




The
      Trust
      is organized as a Delaware trust and the Managing Shareholder has qualified
      the
      Trust as a partnership for federal tax purposes. The principal tax risks to
      shareholders are that:




·
            The
                Trust may recognize income taxable to the shareholders but may not
                distribute enough cash to cover the income taxes owed by shareholders
                on
                the Trust’s taxable income.




·
            The
                allocation of Trust items of income, gain, loss, and deduction may
                not be
                recognized for federal income tax
                purposes.




·
            All
                or a portion of the Trust’s expenses could be considered either investment
                expenses (which would be deductible by a shareholder only to the
                extent
                the aggregate of such expenses exceeded 2% of such shareholder’s adjusted
                gross income) or as nondeductible items that must be
                capitalized.




·
            All
                or a substantial portion of the Trust’s income could be deemed to
                constitute unrelated business taxable income, such that tax-exempt
                shareholders could be subject to tax on their respective portions
                of such
                income.




·
            If
                any Trust income is deemed to be unrelated business taxable income,
                a
                shareholder that is a charitable remainder trust could have all of
                its
                income from any source deemed to be
                taxable.




·
            All
                or a portion of the losses, if any, allocated to the shareholders
                will be
                passive losses and thus deductible by the shareholder only to the
                extent
                of passive income.




·
            The
                shareholders could have capital losses in excess of the amount that
                is
                allowable as a deduction in a particular
                year.




Although
      the Trust has obtained an opinion of counsel regarding the matters described
      in
      the preceding paragraph, it will not obtain a ruling from the IRS as to any
      aspect of the Trust’s tax status. The tax consequences of investing in the Trust
      could be altered at any time by legislative, judicial, or administrative
      action.


16
 Table
            of Contents





**If
      the IRS audits the Trust, it could require investors to amend or adjust their
      tax returns or result in an audit of their tax.**




The
      IRS
      may audit the Trust’s tax returns. Any audit issues will be resolved at the
      Trust level by the Managing Shareholder. If adjustments are made by the IRS,
      corresponding adjustments will be required to be made to the federal income
      tax
      returns of the shareholders, which may require payment of additional taxes,
      interest, and penalties. An audit of the Trust’s tax return may result in the
      examination and audit of a shareholder’s return that otherwise might not have
      occurred, and such audit may result in adjustments to items in the shareholder’s
      return that are unrelated to the Trust’s operations. Each shareholder bears the
      expenses associated with an audit of that shareholder’s return.




In
      the
      event that an audit of the Trust by the IRS results in adjustments to the tax
      liability of a shareholder, such shareholder will be subject to interest on
      the
      underpayment and may be subject to substantial penalties.




The
      tax
      treatment of the Trust can not be guaranteed for the life of the Trust. Changes
      in law or regulations may adversely affect any such tax treatment.




Deductions,
      credits or other tax consequences may not be available to shareholders.
      Legislative or administrative changes or court decisions could be forthcoming
      which would significantly change the statements herein. In some instances,
      these
      changes could have substantial effect on the tax aspects of the Trust. Any
      future legislative changes may or may not be retroactive with respect to
      transactions prior to the effective date of such changes. Bills have been
      introduced in Congress in the past and may be introduced in the future which,
      if
      enacted, would adversely affect some of the tax consequences of the
      Trust.




**ITEM
      1B.  UNRESOLVED STAFF
      COMMENTS**




None.




**ITEM
      2.  PROPERTIES**




Information
      regarding the Trust’s properties is contained in 1. “Business”, under the
      heading “Projects and Properties”.




**ITEM
      3.  LEGAL PROCEEDINGS**




On
      December 30, 2005, an investor in
      the Trust and entities affiliated with the Trust, Paul Bergeron, on behalf
      of
      himself and as Trustee for the Paul Bergeron Trust (the “Plaintiff”), filed a
      Complaint in Suffolk Superior Court, Commonwealth of Massachusetts, Paul
      Bergeron v. Ridgewood Electric Power Trust V,*et al*.,
      Suffolk Superior Court, Docket No. 07-1205 BLS1 (“Bergeron I”). The action was
      brought against, among others, the Managing Shareholder and persons who are
      or
      were officers of the Managing Shareholder alleging violations of the
      Massachusetts Securities Act, as well as breach of fiduciary duty, fraud, breach
      of contract, negligent misrepresentation and unjust enrichment, all related
      to a
      set of alleged facts and allegations regarding the sale of securities of Trusts
      (including the Trust) managed by the Managing Shareholder or affiliates of
      the
      Managing Shareholder which were sold in private offerings and the operation
      of
      those Trusts subsequent to the sale. The Plaintiff is seeking damages of
      $900,000 plus interest and other damages to be determined at trial.




On
      January 27, 2006, the Plaintiff, on
      its own initiative, filed an Amended Complaint and Jury Demand in Massachusetts
      Superior Court, adding a non-diverse broker-dealer to the action. On February
      22, 2006, the case was removed by the defendants to United States District
      Court
      for the District of Massachusetts on the basis of diversity jurisdiction, but
      the defendants alleged that the only non-diverse party had been fraudulently
      joined by the Plaintiff. On February 27, 2006, a motion to dismiss was filed
      by
      the defendants in the District Court. On April 12, 2006, the District Court
      affirmed its jurisdiction over the case, and dismissed the non-diverse party.
      On
      January 10, 2007, the District Court dismissed the Plaintiff’s unjust enrichment
      case, but denied the motion of the defendants to dismiss as to the remaining
      claims. Presently, attorneys for the parties are involved in discovery, with
      a
      magistrate judge having decided motions to compel brought by the parties during
      the summer of 2007. A new scheduling order is in the process
      of being developed by the parties for approval by the District Court. It is
      expected that a trial date may be set for late 2007 or early 2008.




17
 Table
            of Contents




On
      March 20, 2007, the Plaintiff
      commenced a derivative action, in Suffolk Superior Court, Commonwealth of
      Massachusetts. Paul Bergeron v. Ridgewood Electric Power Trust V,*et al*., Suffolk Superior Court, Docket No. 07-1205
      BLS1 (“Bergeron II”). The Plaintiff 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 to an unaffiliated entity
      was unfair and sought an injunction prohibiting the distribution to shareholders
      of such proceeds. For a description of the sale transaction, see Item 1.
“Business – Ridgewood UK.”  The Superior Court denied the request by
      the Plaintiff for an injunction. The case was then removed by the defendants
      to
      the same District Court as Bergeron I, but the District Court remanded the
      case
      to Massachusetts Superior Court on July 5, 2007, where it is presently
      pending.




All
      defendants in Bergeron I and
      Bergeron II deny the allegations and intend to defend both actions
      vigorously.




On
      August 16, 2006, the Trust and
      several affiliated entities, including the Managing Shareholder, filed a lawsuit
      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 the other plaintiffs by Perelson Weiner. On October 20, 2006, Perelson
      Weiner filed a counterclaim against the Trust and the other plaintiffs, alleging
      breach of contract due to unpaid invoices in the total amount of approximately$1,188,000. Discovery is ongoing and no trial date has been
      set.




**ITEM
      4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS**




None.








**PART
      II**








**ITEM
      5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
      SECURITY HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES**




**Market
      Information**





There
      has never been an established
      public trading market for the Trust’s Investor Shares.





**Holders**





As
      of June 30, 2007 and December 31,
      2005, 2004 and 2003, there were 1,820, 1,819, 1,812 and 1,806 holders of
      Investor Shares, respectively.





**Dividends**





Trust
      distributions for the three
      years ended December 31, 2005 were as follows:





**2005**
            
            
            **2004**
            
            
            **2003**Distributions
                to Investors
            
            $
            933,000
            
            
            $
            1,399,000
            
            
            $
            1,866,000Distributions
                per Investor Share
            
            
            1,000
            
            
            
            1,500
            
            
            
            2,000Distributions
                to Managing Shareholder
            
            
            9,000
            
            
            
            14,000
            
            
            
            19,000




18
 Table
            of Contents




**ITEM
      6.  SELECTED FINANCIAL DATA**





The
      following selected consolidated
      financial data should be read in conjunction with the Trust’s consolidated
      financial statements and related notes and Item 7. “Management’s Discussion and
      Analysis of Financial Condition and Results of Operations” of this Form
      10-K.





The
      consolidated statement of
      operations data for the years ended December 31, 2005, 2004 and 2003 and the
      consolidated balance sheet data as of December 31, 2005, 2004 and 2003, are
      derived from audited financial statements included in this Form 10-K. The
      consolidated statement of operations data for the years ended December 31,
      2002
      and 2001 and the consolidated balance sheet data as of December 31, 2002 and
      2001 are derived from audited consolidated financial statements that have not
      been restated, and as a result, may not be comparable to subsequent periods.
      For
      further discussion, see Note 2 to the Trust’s Consolidated Financial Statements
      included in this Form 10-K.




**December
                31,**(in
                thousands, except per share amounts)
            
            **2005**
            
            
            **2004**
            
            
            **2003**
            
            
            **2002**
            
            
            **2001****Consolidated
                Statement of Operations Data (1):**Revenues
            
            $
            32,359
            
            
            $
            22,878
            
            
            $
            13,729
            
            
            $
            9,120
            
            
            $
            6,233Net
                loss
            
            
            (1,640
            )
            
            
            (4,908
            )
            
            
            (8,412
            )
            
            
            (4,991
            )
            
            
            (4,240
            )Net
                loss per Investor Share
            
            
            (1,740
            )
            
            
            (5,208
            )
            
            
            (8,927
            )
            
            
            (5,297
            )
            
            
            (4,499
            )**Consolidated
                Balance Sheet Data (1):**Plant
                and equipment, net
            
            
            51,909
            
            
            
            52,048
            
            
            
            34,919
            
            
            
            21,216
            
            
            
            17,753Total
                assets
            
            
            100,688
            
            
            
            113,108
            
            
            
            105,207
            
            
            
            67,231
            
            
            
            61,606Long-term
                debt (less current portion)
            
            
            16,936
            
            
            
            21,065
            
            
            
            21,193
            
            
            
            19,843
            
            
            
            13,878Capital
                lease obligations (less current portion)
            
            
            26,898
            
            
            
            23,602
            
            
            
            9,693
            
            
            
            -
            
            
            
            -Construction
                advances (less current portion)
            
            
            23,264
            
            
            
            35,685
            
            
            
            34,179
            
            
            
            -
            
            
            
            -Minority
                interest
            
            
            476
            
            
            
            3,494
            
            
            
            5,715
            
            
            
            10,585
            
            
            
            10,409Shareholders'
                equity
            
            
            15,654
            
            
            
            14,802
            
            
            
            19,230
            
            
            
            28,244
            
            
            
            32,050


(1)
            Increase
                in revenue and plant and equipment in 2004 and total assets in 2003,
                is
                due to the increase in the generating capacity of RUK operations,
                as
                discussed in the Fund’s Consolidated Financial
                Statements.





Quarterly
      financial information is derived from unaudited financial data, which, in the
      opinion of management, reflects all adjustments, which are necessary to present
      fairly the results for such interim periods. It is suggested that the quarterly
      financial data be read in conjunction with the financial statements and the
      notes thereto included in this Form 10-K.





**Nine
                  months ended September 30,**
              
              
              **Three
                  months ended September 30,**(in
                  thousands, except per share amounts)
              
              **2005**
              
              
              **2004**
              
              
              **2003**
              
              
              **2005**
              
              
              **2004**
              
              
              **2003**(Restated)
              
              
              
              
              
              
              
              
              (Restated)**Consolidated
                  Statement of Operations Data:**Revenues
              
              $
              23,807
              
              
              $
              16,135
              
              
              $
              9,314
              
              
              $
              8,176
              
              
              $
              5,639
              
              
              $
              3,338Net
                  loss
              
              
              (1,382
              )
              
              
              (3,455
              )
              
              
              (5,694
              )
              
              
              (397
              )
              
              
              (1,660
              )
              
              
              (3,572
              )Net
                  loss per Investor Share
              
              
              (1,467
              )
              
              
              (3,667
              )
              
              
              (6,043
              )
              
              
              (421
              )
              
              
              (1,762
              )
              
              
              (3,791
              )




19
 Table
            of Contents




**September
                  30,**(in
                  thousands)
              
              **2005**
              
              
              **2004**
              
              
              **2003****Consolidated
                  Balance Sheet Data:**
              
              
              
              
              
              
              
              (Restated)Plant
                  and equipment, net
              
              $
              51,943
              
              
              $
              45,143
              
              
              $
              27,600Total
                  assets
              
              
              102,306
              
              
              
              111,134
              
              
              
              85,052Long-term
                  debt (less current portion)
              
              
              17,350
              
              
              
              19,710
              
              
              
              20,442Capital
                  lease obligations (less current portion)
              
              
              28,146
              
              
              
              17,646
              
              
              
              9,235Construction
                  advances (less current portion)
              
              
              24,107
              
              
              
              38,032
              
              
              
              15,021Minority
                  interest
              
              
              1,068
              
              
              
              4,112
              
              
              
              6,417Shareholders'
                  equity
              
              
              12,761
              
              
              
              14,928
              
              
              
              20,950




**Six
                  months ended June 30,**
              
              
              **Three
                  months ended June 30,**(in
                    thousands, except per share amounts)
              
              **2005**
              
              
              **2004**
              
              
              **2003**
              
              
              **2005**
              
              
              **2004**
              
              
              **2003****Consolidated
                  Statement of Operations Data:**
              
              
              
              
              
              
              
              (Restated)
              
              
              
              
              
              
              
              
              (Restated)Revenues
              
              $
              15,631
              
              
              $
              10,496
              
              
              $
              5,976
              
              
              $
              8,749
              
              
              $
              5,478
              
              
              $
              3,184Net
                  (loss) income
              
              
              (985
              )
              
              
              (1,795
              )
              
              
              (2,122
              )
              
              
              171
              
              
              
              (610
              )
              
              
              (336
              )Net
                  (loss) income per Investor Share
              
              
              (1,045
              )
              
              
              (1,905
              )
              
              
              (2,252
              )
              
              
              181
              
              
              
              (647
              )
              
              
              (357
              )


**June
                  30,**(in
                  thousands)
              
              **2005**
              
              
              **2004**
              
              
              **2003****Consolidated
                  Balance Sheet Data:**
              
              
              
              
              
              
              
              (Restated)Plant
                  and equipment, net
              
              $
              53,827
              
              
              $
              41,204
              
              
              $
              24,981Total
                  assets
              
              
              107,135
              
              
              
              103,836
              
              
              
              87,142Long-term
                  debt (less current portion)
              
              
              18,766
              
              
              
              20,698
              
              
              
              20,564Capital
                  lease obligations (less current portion)
              
              
              28,383
              
              
              
              16,029
              
              
              
              3,914Construction
                  advances (less current portion)
              
              
              25,944
              
              
              
              30,839
              
              
              
              7,733Minority
                  interest
              
              
              2,161
              
              
              
              4,883
              
              
              
              7,497Shareholders'
                  equity
              
              
              13,177
              
              
              
              17,087
              
              
              
              25,441




**Three
                  months ended March 31,**(in
                    thousands, except per share amounts)
              
              **2005**
              
              
              **2004**
              
              
              **2003****Consolidated
                  Statement of Operations Data:**
              
              
              
              
              
              
              
              (Restated)Revenues
              
              $
              6,882
              
              
              $
              5,018
              
              
              $
              2,792Net
                  loss
              
              
              (1,156
              )
              
              
              (1,185
              )
              
              
              (1,786
              )Net
                  loss per Investor Share
              
              
              (1,227
              )
              
              
              (1,258
              )
              
              
              (1,895
              )**March
                  31,**(in
                  thousands)
              
              **2005**
              
              
              **2004**
              
              
              **2003****Consolidated
                  Balance Sheet Data**
              
              
              
              
              
              
              
              
              
              (Restated)Plant
                  and equipment, net
              
              $
              52,626
              
              
              $
              37,884
              
              
              $
              23,416Total
                  assets
              
              
              109,282
              
              
              
              106,592
              
              
              
              66,820Long-term
                  debt (less current portion)
              
              
              19,538
              
              
              
              20,913
              
              
              
              19,575Capital
                  lease obligations (less current portion)
              
              
              24,075
              
              
              
              12,064
              
              
              
              1,245Construction
                  advances (less current portion)
              
              
              33,517
              
              
              
              35,750
              
              
              
              -Minority
                  interest
              
              
              2,756
              
              
              
              5,678
              
              
              
              7,482Shareholders'
                  equity
              
              
              13,157
              
              
              
              17,791
              
              
              
              25,358





20
 Table
            of Contents





**ITEM
      7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS**




*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 Part I,
        Item 1A. “Risk Factors” and elsewhere in this Annual Report on
        Form 10-K.*




**Restatement
      of Financial Statements**





As
      previously disclosed in its Form 8-K
      filed with the SEC on July 13, 2007, the consolidated financial statements
      of
      the Trust included in the Trust’s Quarterly Reports on Form 10-Q for the periods
      ended March 31, 2003, June 30, 2003 and September 30, 2003 should no longer
      be
      relied upon and that those financial statements should be restated to conform
      to
      generally accepted accounting principles. The determination to restate these
      financial statements and selected financial data was made by the Trust and
      the
      Managing Shareholder of the Trust, as a result of the identification of errors,
      including, the accounting for the accrual and waiver of management fees payable
      to the Managing Shareholder of the Trust, accounting for professional services,
      and accounting differences between generally accepted accounting principles
      in
      the United States versus those of the UK. Accordingly, this Annual Report on
      Form 10-K contains restated financial statements for the periods mentioned
      above.





**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. As the Managing Shareholder, RRP has direct and exclusive control
      over the management and operations of the Trust.




The
      Trust
      has focused primarily on small-scale electricity generation projects using
      renewable sources of fuel and on water treatment facilities in remote locations
      serving hotel resort developments. These projects allow the Trust to develop
      secure long-term positions in attractive specialty markets for products and
      services provided by its projects and companies. While the Trust may make
      additional investments in the projects and companies it currently owns, it
      does
      not anticipate future investment in projects or companies outside its current
      portfolio.




As
      of
      December 31, 2005, the projects in which the Trust has investments were located
      in the United States, the UK and Egypt. As of that date, the Trust had
      investments in landfill gas-fired electric generating projects in the UK with
      total capacity of 48.7MW, in biomass-fueled electricity generating projects
      in
      the US with total generating capacity of 49MW, in hydroelectric generating
      projects in the US with total capacity of 26.3MW and in projects in Egypt with
      the capacity to produce approximately 24,500 cubic meters (approximately 6.5
      million gallons) of potable water per day and electricity generating capacity
      of
      29.7MW.




The
      Trust’s accompanying consolidated
      financial statements include the financial statements of RUK. The Trust’s
      consolidated financial statements also include the Trust’s 29.2% interest in US
      Hydro, its 14.1% interest in NEH, its 25% interest in Indeck Maine and its
      50%
      interest in Maine Hydro which are accounted for under the equity method of
      accounting as the Trust has the ability to exercise significant influence but
      does not control the operating and financial policies of these
      investments.





The
      Trust owns a 69.6% interest in RUK
      and the remaining 30.4% minority interest is owned by the Growth Fund. The
      interests of the Growth Fund are presented as minority interest in the
      consolidated financial statements of the Trust.





In
      January 2007, RUK sold its interests
      in CLPE as discussed in Note 18 in the accompanying Consolidated Financial
      Statements. As a result, operating results of the Trust beginning in 2007 will
      be significantly different than reported for historical periods.




21
 Table
            of Contents





**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. In
      preparing these financial statements, the Trust is required to make certain
      estimates, judgments and assumptions. These estimates, judgments and assumptions
      affect the reported amounts of the Trust’s assets and liabilities, including the
      disclosure of contingent assets and liabilities, at the date of the financial
      statements and the reported amounts of the Trust’s revenues and expenses during
      the periods presented. 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 financial statements.
      The Trust believes the following critical accounting policies affect the more
      significant estimates and judgments in the preparation of the Trust’s
      consolidated financial statements.





*Revenue
      Recognition*





Revenues
      generated from the sale of electric power are recorded in the month of delivery,
      based on the estimated volumes sold to customers. Any adjustments are made
      to
      reflect actual volumes delivered when the actual volumetric information
      subsequently becomes available. Final billings do not vary significantly from
      estimates.





*Unbilled
      Receivables*





Unbilled
      receivables consist of revenue that has been earned but for which no invoices
      have been issued as the meter readings have not been certified by the customer
      or appropriate regulatory body. Power generation revenue is recorded in the
      month of delivery and meter certification can require a period of two to four
      months in the case of certifications required for the issuance of RO
      certificates.





*Accounts
      Receivable*





Accounts
      receivable are recorded at
      invoice price in the period the related revenues are earned, and do not bear
      interest. No allowance for bad debt expense was provided based upon historical
      write-off experience, evaluation of customer credit condition and the general
      economic status of the customers.





*Plant
      and Equipment*





Plant
      and
      equipment, consisting of plant and machinery, vehicles, furniture and fixtures
      and construction-in-process, are stated at cost less accumulated depreciation.
      Renewals and betterments that increase the useful lives of the assets are
      capitalized. Repair and maintenance expenditures are expensed as incurred.
      Upon
      retirement or disposal of assets, the cost and related accumulated depreciation
      are removed from the consolidated balance sheets. The difference, if any,
      between the net asset value and any proceeds from such retirement or disposal
      is
      recorded as a gain or loss in the statement of operations.




Depreciation
      is recorded using
      the straight-line method over the useful lives of the assets, which ranges
      from
      4 to 15 years.





*Impairment
      of Intangibles and Long-Lived Assets*





The
      Trust
      evaluates intangible assets and long-lived assets, such as plant and equipment,
      when events or changes in circumstances indicate that the carrying value of
      such
      assets may not be recoverable. The determination of whether an impairment has
      occurred is made by comparing the carrying value of an asset to the estimated
      undiscounted cash flows attributable to that asset. If an impairment has
      occurred, the impairment loss recognized is the amount by which the carrying
      value exceeds the estimated fair value of the asset, which is based on the
      estimated future cash flows discounted at the estimated cost of capital. The
      analysis requires estimates of the amount and timing of projected cash flows
      and, where applicable, judgments associated with, among other factors, the
appropriate
      discount rate. Such estimates are critical in determining whether any impairment
      charge should be recorded and the amount of such charge if an impairment loss
      is
      deemed to be necessary.





22
 Table
            of Contents




*Income
      taxes*





The
      provision in the accompanying consolidated financial statements is made for
      UK
      income taxes and no provision is made for United States income taxes as the
      income or losses of the Trust are passed through and included in the income
      tax
      returns of the individual shareholders of the Trust. The Trust uses the
      liability method in accounting for income taxes. Deferred income tax reflects,
      where required, the net tax effect of temporary differences between the carrying
      amounts of assets and liabilities for financial reporting purposes and amounts
      used for tax purposes.





*Foreign
      Currency Translation*





The
      British Pound Sterling is the
      functional currency of the Trust’s foreign operation. The consolidated financial
      statements of the Trust’s non-United States subsidiary is translated into United
      States dollars. Assets and liabilities are translated into US dollars using
      the
      current exchange rates in effect at the balance sheet date, while revenues
      and
      expenses are translated using the average exchange rates during the applicable
      reporting period. The cumulative foreign currency translation adjustment is
      a component of other comprehensive income included in shareholders’
equity.





*Management
      Fee*





The
      Trust is charged management fees
      from its Managing Shareholder. Unpaid management fees accrue interest at 10%
      per
      annum. The Managing Shareholder has periodically waived its right to receive
      a
      portion of the fees and related interest. Any waived management fees and
      interest are deemed capital contributions at the time of waiver.





**Results
      of Operations and Changes in Financial Condition**





*Year
      ended December 31, 2005 compared to the year ended December 31,
      2004*





Revenues
      increased by $9.5 million, or 41.5%, to $32.4 million in 2005 compared to $22.9
      million in 2004. This increase was primarily due to increased UK output which
      was driven by higher capacity and prices. Production output increased by 63,000
      megawatt hours (“MWh”), or 24.6%, to 319,000 MWh in 2005 compared to
      2004.





Cost
      of
      revenues for 2005 was $29.3 million compared to $20.3 million for 2004, an
      increase of $9 million, or 44.3%. The increase was primarily due to higher
      royalty expenses of $1.9 million and increased variable payments made to the
      PowerBank Funds of $2.8 million, both driven by increased output. Additionally,
      cost of revenues also increased due to increased operating expenses, including
      maintenance and headcount expenses of $2.4 million and depreciation and
      amortization expenses of $1 million.





Gross
      profit increased by $450,000, or 17.3%, to $3 million in 2005 from $2.6 million
      in 2004. Gross profit margin in 2005 decreased to 9.4% from 11.3% in 2004 as
      the
      operating expenses increased at a higher rate than revenues.





General
      and administrative expenses decreased by $54,000 to $674,000 in 2005 from
      $728,000 in 2004. The decrease was primarily attributable to lower
      professional fees and administrative expenses.





The
      management fee due to the Managing Shareholder of $2.3 million for 2005 was
      comparable to the 2004 management fee. The management fee was paid to the
      Managing Shareholder for certain management, administrative and advisory
      services, office space and other facilities provided to the Trust. For 2005,
      all
      but $495,000 of the management fee and accrued interest was waived; for 2004,
      all but $750,000 was waived.





Impairment
      of plant and equipment increased $135,000 to $635,000 in 2005. The Trust records
      impairment of plant and equipment when events or changes in circumstances
      indicate that the carrying value of such assets may not be recoverable. The
      environmental reports on certain UK projects acted as a trigger for the
      impairment, and based on the impairment test performed, the Trust noted a
      decrease in the estimated future discounted cash flows.





23
 Table
            of Contents




Interest
      income increased by $136,000 from $544,000 in 2004 to $680,000 in 2005,
      reflecting higher average cash balances in the 2005 period.





Interest
      expense increased $1.7 million to $5.5 million in 2005 from $3.8 million in
      2004. This was primarily due to increases in capital lease balances associated
      with the RUK expansion program and also due to increased interest expense
      incurred on the unpaid balance of management fees payable to the Managing
      Shareholder.





In
      2005,
      the Trust recorded equity income of $616,000 from its investment in Maine Hydro
      compared to $529,000 in 2004. The increase in equity income of $87,000 was
      primarily due to an increase in revenue resulting from higher production in
      2005
      compared to 2004, partially offset by an increase in cost of revenues. In
      addition, 2004 equity income included settlement of a legal complaint with
      the
      prior manager of the Maine Hydro projects which resulted in the receipt of
      $500,000 in damages and the waiver of $405,000 in fees as settlement of past
      due
      invoices, allocated equally between the Trust and Trust IV.





In
      2005,
      the Trust recorded equity income of $2.2 million from its investment in Indeck
      Maine compared to an equity loss of $1.6 million in 2004. The increase in
      equity income of $3.8 million was primarily due to an increase in gross profit
      in 2005 as compared to 2004 as a result of Indeck Maine experiencing increased
      revenues due to resumption of one of the operations (“Eastport Project”) in May
      2004. This increase was partially offset by an increase in interest expense
      payable on member loans and increased general and administrative
      expenses.





In
      2005,
      the Trust recorded an equity loss of $95,000 from its investment in NEH compared
      to $305,000 in 2004. The decrease in the equity loss of $210,000 was
      primarily due to an increase in revenues and other income and a decrease in
      general and administrative expenses. This was partially offset by an increase
      in
      cost of revenues resulting from higher production in 2005 compared to 2004
      and
      the increase in provision for bad debts.





In
      2005,
      the Trust recorded equity income of $250,000 from its investment in US Hydro
      compared to $536,000 in 2004. The decrease in equity income of $286,000 was
      primarily due to an increase in income tax and consulting expense. This increase
      in expenses was partially offset by a gain on termination of an electric power
      sales contract and the gain on sale of US Hydro notes in 2004.





The
      Trust
      recorded other expense of $203,000 in 2005 compared to $766,000 in 2004. In
      2005
      and 2004, other expense included losses on sale-leasebacks of $203,000 and
      $880,000, respectively. Losses on sale leaseback transactions are recognized
      at
      the time of sale if the fair value of the plant and equipment sold was less
      than
      the un-depreciated cost of the plant and equipment. In addition, other expense
      for the year ended December 31, 2004 included other income of $150,000 resulting
      from the sale of the Trust’s interest in Quantum Conveyer Systems (“Quantum”) in
      February 2004.





In
      2005,
      the Trust recorded UK income tax expense of $261,000 compared to $10,000 in
      2004. The increase in income tax expense was primarily attributable to the
      increase in current year pre-tax income and the recognition of temporary timing
      differences between the book and tax basis for the depreciation and amortization
      expense of UK operations.





Minority
      interest in the loss of subsidiaries increased by $226,000 from a loss of $1
      million in 2004 to $1.2 million in 2005. This was due to an increase in the
      net loss of the RUK operations in 2005 as compared to 2004.




Total
      assets at December 31, 2005 were $100.7 million, a decrease of $12.4 million
      from the December 31, 2004 balance of $113.1 million. This decrease was
      primarily due to a decrease in cash and cash equivalents $12.6 million as
      discussed below in “Liquidity and Capital Resources”. Total liabilities
      decreased $13.3 million from $98.3 million at December 31, 2004 to $85 million
      at December 31, 2005, primarily due to decreased long-term debt of $4.1 million
      resulting from normally scheduled payments, repayments of both construction
      advances of $12.2 million and due to affiliates of $2.5 million, partially
      offset by an increase in capital lease obligations of $4.4 million. The decrease
      in due to affiliates was also partially due to forgiveness of management fees
      due to the Managing Shareholder, as discussed above.





24
 Table
            of Contents




*Year
      ended December 31, 2004 compared to the year ended December 31,
      2003*





Revenues
      increased by $9.2 million, or
      67.2%, to $22.9 million in 2004 compared to $13.7 million in 2003. This increase
      was primarily due to increased output which was driven by higher capacity and
      prices. Production output increased by 38,000 MWh, or 17.4%, to 256,000 MWh
      in
      2004, compared to 2003. Additionally, change in the value of the British Pound
      Sterling resulted in increased revenues of $2.5 million in 2004 as compared
      to
      the same period in 2003.





Cost
      of
      revenues for 2004 was $20.3 million compared to $13.4 million for 2003, an
      increase of $6.9 million, or 51.5%. The increase was primarily due to higher
      royalty expense of $1.1 million and increased variable payments made to the
      PowerBank Funds of $1.1 million, both driven by increased output. Additionally,
      cost of revenues also increased due to increased repairs and maintenance expense
      of $1.6 million, headcount expense of $1.1 million and depreciation and
      amortization expense of $1.6 million. In addition, currency changes resulted
      in
      an overall increase in cost of revenues of $2.2 million in 2004 as compared
      to
      the same period in 2003.





Gross
      profit increased by $2.3 million to $2.6 million in 2004 compared to $282,000
      in
      2003. Gross profit margin in 2004 increased to 11.3% from 2.1% in 2003 due
      to
      higher revenues associated with the development of new projects which resulted
      in increased production output and higher prices. Cost of revenues as a
      percentage of revenues was 88.7% in 2004 as compared to 97.9% in 2003 due to
      increased revenues, as discussed above.





The
      management fee due to the Managing Shareholder was $2.3 million for each of
      2004
      and 2003. For 2004, all but $750,000 of the management fee and accrued interest
      was waived; for 2003, all but $540,000 was waived.





The
      Trust
      recorded impairments of $500,000 and $296,000 for 2004 and 2003, respectively.
      The environmental reports on certain UK projects acted as a trigger for the
      impairment and based on the impairment test performed, the Trust noted a
      decrease in the estimated future discounted cash flows.





Interest
      income increased by $256,000 from $288,000 in 2003 to $544,000 in 2004
      reflecting higher average cash balances on hand due to construction advances
      received.





Interest
      expense increased by $1.5 million to $3.8 million in 2004 from $2.3 million
      in
      2003, primarily due to increases in capital lease balances associated with
      the
      RUK expansion program and also due to increased interest expense incurred on
      the
      unpaid balance of management fees payable to the Managing
      Shareholder.





In
      2004,
      the Trust recorded equity income of $529,000 from its investment in Maine Hydro
      compared to an equity loss of $546,000 in 2003. The increase was primarily
      due to other income recorded for the settlement of a legal complaint with the
      prior manager of Maine Hydro which resulted in the waiver of certain fees as
      settlement of past due invoices.





In
      2004,
      the Trust recorded an equity loss of $1.6 million from its investment in Indeck
      Maine compared to $821,000 in 2003. The increase in equity loss was
      attributable to the increase in repairs and maintenance costs incurred as the
      result of refurbishing, staffing and restarting the previously idle Eastport
      plant, partially offset by an increase in revenues due to resumption of the
      operation of the Eastport Project in May 2004.





In
      2004,
      the Trust recorded an equity loss of $305,000 from its investment in NEH
      compared to an equity loss of $542,000 in 2003. The decrease in equity loss
      in 2004 was primarily attributed to decreases in loss on sale of equipment,
      general and administrative expenses, provision for bad debts and the write-down
      of equipment, partially offset by an increase in depreciation
      expense.





In
      2004,
      the Trust recorded equity income of $536,000 from its investment in US Hydro
      compared to an equity loss of $2.4 million in 2003. The increase in equity
      income of $3 million was primarily due to the impairment of goodwill, impairment
      of intangibles and the write-down of notes receivable recorded in
      2003.





25
 Table
            of Contents




Other
      expense increased by $569,000 from $197,000 in 2003 to $766,000 in 2004. In
      2004, other expense included loss on sale-leasebacks of $880,000, partially
      offset by income of $150,000 from the sale of the Trust’s interest in Quantum in
      February 2004.





The
      Trust
      recorded UK income tax expense of $10,000 for the year ended December 31, 2004
      as compared to an income tax benefit of $235,000 for the comparable prior year
      period. The increase in income tax expense was primarily attributable to the
      increase in current year pre-tax income and the recognition of temporary timing
      differences between the book and tax basis for the depreciation and amortization
      expense of UK operations.





Total
      assets at December 31, 2004 were $113.1 million, an increase of $7.9 million
      from the December 31, 2003 balance of $105.2 million. This increase was
      primarily due to an increase of $17.1 million in plant and equipment, which
      includes a $4 million positive effect of foreign exchange, partially offset
      by a
      decrease of $10.3 million in cash and cash equivalents, which includes a $1.8
      million positive effect of foreign exchange. Total liabilities increased $12.3
      million from $86 million at December 31, 2003 to $98.3 million at December
      31,
      2004, primarily due to an increase in capital lease obligations of $15 million,
      which includes a $1.9 million increase due to the effect of foreign exchange,
      partially offset by a decrease in minority interest of $2.2 million. The
      increase in plant and equipment and capital lease obligations resulted from
      new
      projects put into operation during the 2004 period.




*Nine
      months ended September 30, 2005 compared to the nine months ended September
      30,
      2004*





Total
      revenues increased $7.7 million, or 47.8%, to $23.8 million for the nine months
      ended September 30, 2005 compared to $16.1 million for the same period in 2004.
      This increase was primarily due to increased UK output which was driven by
      higher capacity and prices. Production output for the nine months ended
      September 30, 2005 increased by 46,000 MWh, or 24.4%, over the same period
      in
      2004.





Cost
      of
      revenues for the nine months ended September 30, 2005 was $21.3 million compared
      to $14.7 million for the same period in 2004. The increase of $6.6 million,
      or
      44.9%, was primarily due to higher royalty expenses of $1.5 million and
      increased variable payments made to the PowerBank Funds of $2 million, both
      driven by increased output. Additionally, cost of revenues also increased due
      to
      increased repairs and maintenance expense of $599,000 and depreciation and
      amortization expense of $813,000.





Gross
      profit increased $1 million to $2.5 million for the nine months ended September
      30, 2005 compared to $1.5 million for the same period in 2004. Gross profit
      margin for the nine months ended September 30, 2005 increased to 10.4% from
      9.1%
      for the same period in 2004 due to higher revenues associated with the
      development of new projects which resulted in increased production output and
      higher prices. Cost of revenues as a percentage of revenues was 89.6% in 2005
      as
      compared to 90.9% in 2004.





General
      and administrative expenses increased by $215,000 to $655,000 for the nine
      months ended September 30, 2005 from $440,000 for the same period in 2004.
      The
      increase was primarily attributable to higher professional fees.





The
      management fee due to the Managing Shareholder was $1.7 million for each of
      the
      nine months ended September 30, 2005 and 2004.





Impairment
      of plant and equipment was $498,000 for the nine months ended September 30,
      2004. The environmental reports on certain UK projects acted as a trigger for
      the impairment and based on the impairment test performed, the Trust noted
      a
      decrease in the estimated future discounted cash flows.





Interest
      income increased by $158,000 from $351,000 for the nine months ended September
      30, 2004 to $509,000 for the same period in 2005, which resulted from higher
      average cash balances on hand due to construction advances
      received.





Interest
      expense for the nine months ended September 30, 2005 was $4 million compared
      to
      $2.7 million for the same period in 2004. The increase of $1.3 million was
      primarily due to increases in capital lease balances associated with the RUK
      expansion program.





26
 Table
            of Contents




For
      the
      nine months ended September 30, 2005, the Trust recorded equity income of
      $484,000 from its investment in Maine Hydro compared to $616,000 for the same
      period in 2004. In 2004, the equity income included settlement of a legal
      complaint with the prior manager of Maine Hydro which resulted in the waiver
      of
      certain fees as settlement of past due invoices. This was partially offset
      by an
      increase in revenues for the nine months ended September 30, 2005.





For
      the
      nine months ended September 30, 2005, the Trust recorded equity income of $1
      million from its investment in Indeck Maine compared to an equity loss of $1.4
      million for the same period in 2004. The increase in equity income of $2.4
      million was primarily due to an increase in gross profit for the nine months
      ended 2005 as compared to the same period in 2004 as a result of Indeck Maine
      experiencing increased revenues due to resumption of the operation of the
      Eastport Project in May 2004. This was partially offset by an increase in
      interest expense payable on member loans and increased general and
      administrative expenses.





For
      the
      nine months ended September 30, 2005, the Trust recorded an equity loss of
      $107,000 from its investment in NEH compared to $222,000 for the same period
      in
      2004. The decrease in the equity loss of $115,000 was primarily due to an
      increase in revenue and other income resulting from the recovery of advances
      related to the Dubai project. This was partially offset by an increase in cost
      of revenues and interest expenses.





For
      the
      nine months ended September 30, 2005, the Trust recorded equity income of
      $325,000 from its investment in US Hydro compared to $484,000 in the 2004
      period. The decrease in equity income of $159,000 was primarily due to an
      increase in income tax expenses, partially offset by an increase in revenues.
      In
      addition, equity income for the nine months ended September 30, 2004 included
      a
      gain on termination of an electric power sales contract and a gain on sales
      of
      US Hydro notes.





The
      Trust
      recorded other expense of $205,000 for the nine months ended September 30,
      2005
      and other income of $16,000 for the same period in 2004. In the first nine
      months of each of 2005 and 2004, the Trust recorded loss on sale-leasebacks
      of
      $203,000 and $102,000, respectively. In addition, other income for the nine
      months ended September 30, 2004 included income of $150,000 received from the
      sale of the Trust’s interest in Quantum sold in February 2004.





For
      the
      nine months ended September 30, 2005, the Trust recorded a UK income tax expense
      of $152,000, compared to expense of $7,000 in the 2004 period. The increase
      in
      income tax expense was primarily attributable to the increase in current year
      pre-tax income and the recognition of temporary timing differences between
      the
      book and tax basis for the depreciation and amortization expense of UK
      operations.





Minority
      interest in the loss of subsidiaries was $694,000 for the first nine months
      of
      2005 as compared to $660,000 for the first nine months of 2004. The increase
      of
      $34,000 was attributable to an increase in the loss of RUK
      operations.





Total
      assets at September 30, 2005 were $102.3 million, a decrease of $10.8 million
      from the December 31, 2004 balance of $113.1 million. This decrease was
      primarily due to a decrease in cash and cash equivalents of $9.7 million. Total
      liabilities decreased $8.8 million from $98.3 million at December 31, 2004
      to
      $89.5 million at September 30, 2005. This decrease was primarily due to
      decreases of $11.6 million and $3.7 million in construction advances and
      long-term debt, respectively, partially offset by an increase of $5.6 million
      in
      capital lease obligations.




*Nine
      months ended September 30, 2004 compared to the nine months ended September
      30,
      2003*





Total
      revenues increased $6.8 million,
      or 73.1%, to $16.1 million for the nine months ended September 30, 2004 from
      $9.3 million for the nine months ended September 30, 2003. This increase was
      primarily due to the increased UK output which was driven by higher capacity
      and
      prices. Production output for the nine months ended September 30, 2004 increased
      35,900 MWh, or 23.5%, as compared to the same period in 2003. In addition,
      the
      change in the value of the British Pound Sterling from 2003 to 2004 resulted
      in
      increased revenues of $1.9 million.




27
 Table
            of Contents





Cost
        of
        revenues for the nine months ended September 30, 2004 was $14.7 million,
        as
        compared to $9.5 million for the same period in 2003, an increase of $5.2
        million, or 54.7%. The increase was primarily due to higher royalty expenses
        of
        $703,000 and increased variable payments made to the PowerBank Funds of
        $842,000, both driven by increased output and increased repair and maintenance
        expenses of $1.4 million, headcount expense of $848,000 and depreciation
        and
        amortization expense of $1.1 million. In addition, the change in the value
        of
        the British Pound Sterling resulted in an overall increase in cost of revenues
        of $1.7 million.





Gross
      profit increased by $1.6 million from a loss of $154,000 for the nine months
      ended September 30, 2003 to a profit of $1.5 million for the same period in
      2004. Gross profit margin for the nine months ended September 30, 2004 increased
      to 9.1% from a loss of 1.7% for the same period in 2003 due to higher revenues
      associated with the development of new projects which resulted in increased
      production output and higher prices. Cost of revenues as a percentage of
      revenues was 90.9% for the nine months ended September 30, 2004 as compared
      to
      101.7% for the same period in 2003.





General
      and administrative expenses decreased by $480,000 from $920,000 for the nine
      months ended September 30, 2003 to $440,000 for the nine months ended September
      30, 2004. The decrease was primarily attributable to lower professional fees
      and
      administrative expenses related to RUK operations.





The
      management fee due to the Managing Shareholder was $1.7 million for each of
      the
      nine months ended September 30, 2004 and 2003.





The
      Trust
      recorded impairment of plant and equipment of $498,000 and $292,000 for the
      nine
      months ended September 30, 2004 and 2003, respectively. The environmental
      reports on certain UK projects acted as a trigger for the impairment and based
      on the impairment test performed, the Trust noted a decrease in the estimated
      future discounted cash flows.





Interest
      income for the nine months ended September 30, 2004 was $351,000 compared to
      $213,000 for the 2003 period, an increase of $138,000, due to increased cash
      balances from additional construction advances received.





Interest
      expense for the nine months ended September 30, 2004 was $2.7 million compared
      to $1.2 million for the same period in 2003. The increase of $1.5 million
      was primarily due to increases in capital lease obligation associated with
      the
      RUK expansion program.





For
      the
      nine months ended September 30, 2004, the Trust recorded equity income of
      $616,000 from its investment in Maine Hydro compared to an equity loss of
      $107,000 in the 2003 period. The increase in equity income of $723,000 was
      primarily due to a decrease in cost of revenues and an increase in other income
      resulting from the settlement of a legal complaint with the prior manager of
      Maine Hydro which resulted in the waiver of certain fees as settlement of past
      due invoices.





For
      the
      nine months ended September 30, 2004, the Trust recorded an equity loss of
      $1.4
      million from its investment in Indeck Maine compared to $248,000 for the same
      period in 2003. The increase in equity loss of $1.2 million was primarily due
      to
      an increase in repair and maintenance costs incurred as the result of
      refurbishing, staffing and restarting the previously idle Eastport plant and
      an
      increase in interest expense, partially offset by an increase in revenues due
      to
      the resumption of operations in the Eastport Project in May 2004.





For
      the
      nine months ended September 30, 2004, the Trust recorded equity income of
      $484,000 from its investment in US Hydro compared to an equity loss of $1.9
      million in the 2003 period. The increase in equity income of $2.4 million
      in 2004 was primarily due to the write-down of notes receivable and impairment
      of goodwill and intangibles in 2003.





Other
      income for the nine months ended September 30, 2004 was $16,000 compared to
      other expense of $134,000 for the same period in 2003. For the nine months
      ended
      September 30, 2004, other income included $150,000 received for the sale of
      the
      Trust’s interest in Quantum, partially offset by loss on sale-leasebacks of
      $102,000.





During
      the nine months ended September 30, 2004, the Trust recorded UK income tax
      expense of $7,000 compared
      to a benefit of $208,000 for the same period in 2003. The increase in
      income tax expense was primarily attributable to the increase in current year
      pre-tax income and the recognition of temporary timing differences between
      the
      book and tax basis for the depreciation and amortization expense of UK
      operations.





28
 Table
            of Contents




Minority
      interest in the loss of subsidiaries was $660,000 for the nine months ended
      September 30, 2004 compared to $819,000 for the nine months ended September
      30,
      2003. The decrease was primarily due to an increase in the Trust’s
      ownership of RUK during the second quarter of 2003 and an increase in earnings
      of UK operations in 2004.





Total
      assets at September 30, 2004 were $111.1 million, an increase of $5.9 million
      from the December 31, 2003 balance of $105.2 million. This increase was
      primarily due to increases of $10.2 million in plant and equipment due to the
      RUK expansion program, $2.8 million in due from affiliates and $1.2 million
      in
      accounts receivable, partially offset by decreases of $7.5 million in cash
      and
      cash equivalents and $1.4 million in net intangible assets. Total liabilities
      increased $10.2 million from $86 million at December 31, 2003 to $96.2 million
      at September 30, 2004, primarily due to increased capital lease obligations
      of
      $9.1 million and construction advances of $4 million, partially offset by
      decreases in accounts payable and accrued expenses of $1.1 million and long-term
      debt of $1.3 million.





*Three
      months ended September 30, 2005 compared to the three months ended September
      30,
      2004*





Total
      revenues increased $2.6 million, or 46.4%, to $8.2 million in the third quarter
      of 2005, compared to $5.6 million for the third quarter of 2004. This increase
      was primarily due to increased UK output, which was driven by higher capacity
      and prices. Production output increased 15,800 MWh, or 25.3%, to 78,100 MWh
      for
      the third quarter of 2005 compared to the 2004 period.





Cost
      of
      revenues for the third quarter of 2005 was $7.9 million, an increase of $2.6
      million, or 49.1%, compared to $5.3 million in the third quarter of
      2004. The increase was primarily due to higher royalty expenses of $521,000
      and increased variable payments made to the PowerBank Funds of $836,000, both
      driven by increased output. Additionally, cost of revenues also increased due
      to
      increases in repair and maintenance expenses of $470,000 and depreciation and
      amortization expenses of $247,000.





General
      and administrative expenses increased $167,000 to $257,000 in the third quarter
      of 2005 as compared to the same period in 2004, primarily attributable to higher
      professional fees.





Interest
      expense for the three months ended September 30, 2005 was $1.4 million compared
      to $1.1 million for the same period in 2004, primarily due to increases in
      capital lease balances associated with the RUK expansion program and also due
      to
      increased interest expense incurred on the unpaid balance of management fees
      payable to the Managing Shareholder.





For
      the
      three months ended September 30, 2005, the Trust recorded an equity loss of
      $222,000 from its investment in Maine Hydro compared to $5,000 in the 2004
      period. The increase in the equity loss of $217,000 was primarily due to an
      increase in cost of revenues.





For
      the
      three months ended September 30, 2005, the Trust recorded equity income of
      $1.5
      million from its investment in Indeck Maine compared to an equity loss of
      $347,000 in the 2004 period. The increase in equity income of $1.8 million
      was primarily due to an increase in renewable attribute revenue resulting from
      higher production in the third quarter of 2005 compared to the same period
      in
      2004, partially offset by an increase in cost of revenues.





For
      the
      three months ended September 30, 2005, the Trust recorded equity income of
      $12,000 from its investment in NEH compared to an equity loss of $95,000 in
      the
      2004 period. The increase in equity income of $107,000 was primarily due to
      an increase in revenues and other income resulting from the recovery of advances
      related to the Dubai project. This was partially offset by an increase in cost
      of revenues and interest expenses.





The
      Trust
      recorded other expense of $205,000 and $32,000 for the three months ended
      September 30, 2005 and 2004, respectively.  The increase in other
      expense was primarily due to the loss on sale-leasebacks of $203,000 recorded
      in
      the three months ended September 30, 2005.





29
 Table
            of Contents




Minority
      interest in the loss of subsidiaries increased from $246,000 in the third
      quarter of 2004 to $577,000 in the third quarter of 2005. The increase of
      $331,000 was primarily due to an increase in the net loss of the RUK operations
      in 2005 compared to 2004.





*Three
      months ended September 30, 2004 compared to the three months ended September
      30,
      2003*





Total
      revenues increased $2.3 million,
      or 69.7%, to $5.6 million in the third quarter of 2004 compared to $3.3 million
      for the same quarter in 2003. This increase was primarily due to increased
      UK
      output which was driven by higher capacity and prices. Production output
      increased 9,100 MWh, or 17.2%, to 62,300 MWh in the third quarter of 2004
      compared to the 2003 period. In addition, the change in the value of the British
      Pound Sterling from 2003 to 2004 resulted in increased revenues of
      $644,000.





Cost
      of
      revenues increased from $3.4 million in the third quarter of 2003 to $5.3
      million in the third quarter of 2004, an increase of $1.9 million, or
      55.9%. This increase was primarily due to higher royalty expenses of
      $262,000 and increased variable payments made to the PowerBank Funds of
      $278,000, both driven by increased output and increased repair and maintenance
      expenses of $629,000 and depreciation and amortization expenses of $450,000.
      In
      addition, the change in the value of the British Pound Sterling resulted in
      increased cost of revenues of approximately $608,000.





General
      and administrative expenses decreased $490,000 from $580,000 in the third
      quarter of 2003 to $90,000 in the third quarter of 2004 primarily due to lower
      professional fees.





Interest
      expense for the three months ended September 30, 2004 was $1.1 million compared
      to $148,000 for the same period in 2003, primarily due to increases in capital
      lease balances associated with the RUK expansion program and also due to
      increased interest expense incurred on the unpaid balance of management fees
      payable to the Managing Shareholder.





For
      the
      three months ended September 30, 2004, the Trust recorded an equity loss of
      $5,000 from its investment in Maine Hydro compared to $317,000 in the 2003
      period. The decrease in the equity loss of $312,000 was primarily due to
      the lower operating expenses incurred in the 2004 period as a result of the
      termination of a third party operation and maintenance agreement under which
      the
      Maine projects previously operated.





For
      the
      three months ended September 30, 2004, the Trust recorded an equity loss of
      $347,000 from its investment in Indeck Maine compared to $417,000 in the 2003
      period. The decrease in equity loss of $70,000 was primarily due to an
      increase in revenues as a result of the Eastport Project operating in the 2004
      period and a decrease in repairs and maintenance expenses incurred during the
      refurbishment of the Eastport Project. This was partially offset by an increase
      in cost of revenues.





For
      the
      three months ended September 30, 2004, the Trust recorded an equity loss of
      $95,000 from its investment in NEH compared to equity income of $5,000 in the
      2003 period. The increase in the equity loss of $100,000 was primarily due
      to an increase in cost of revenues and general and administrative expenses,
      partially offset by an increase in revenues.





For
      the
      three months ended September 30, 2004, the Trust recorded an equity loss of
      $78,000 from its investment in US Hydro compared to $1.8 million in the 2003
      period. The decrease in the equity loss of $1.7 million was primarily due
      to the impairment of goodwill and write-down of US Hydro notes in 2003,
      partially offset by the increase in revenues in 2004.





*Six
      months ended June 30, 2005 compared to the six months ended June 30,
      2004*





Revenues
      increased $5.1 million, or 48.6%, to $15.6 million for the six months ended
      June
      30, 2005 as compared to $10.5 million for the six months ended June 30, 2004.
      The increase was primarily due to increased UK output which was driven by higher
      capacity and prices. Production output increased by 30,200 MWh, or 23.9%, to
      156,600 MWh for the six months ended June 30, 2005 as compared to the 2004
      period.





30
 Table
            of Contents




Cost
      of
      revenues increased $4.1 million, or 44.1%, to $13.4 million for the six months
      ended June 30, 2005 from $9.3 million for the six months ended June 30,
      2004. The increase was primarily due to higher royalty expenses of $1
      million and increased variable payments made to the PowerBank Funds of $1.2
      million, both driven by increased output and increased operating expenses,
      including maintenance and headcount expenses of $1.4 million and depreciation
      and amortization expense of $566,000.





General
      and administrative expenses increased $48,000, or 13.7%, to $398,000 for the
      six
      months ended June 30, 2005 from $350,000 for the six months ended June 30,
      2004.
      The increase was primarily attributable to increases in professional
      fees.





The
      management fee due to the Managing Shareholder was $1.2 million for the first
      half of both 2005 and 2004.





The
      Trust
      recorded an impairment of plant and equipment of $498,000 for the six months
      ended June 30, 2004. The environmental reports on certain UK projects acted
      as a
      trigger for the impairment and based on the impairment test performed, the
      Trust
      noted a decrease in the estimated future discounted cash flows.





Interest
      expense for the six months ended June 30, 2005 was $2.6 million compared to
      $1.6
      million for the same period in 2004. The increase of $1 million was
      primarily due to increased capital lease obligations associated with the RUK
      expansion construction program and also due to increased interest expense
      incurred on the unpaid balance of management fees payable to the Managing
      Shareholder.





For
      the
      first half of 2005, the Trust recorded an equity loss of $450,000 from its
      investment in Indeck Maine compared to $1.1 million for the same period in
      2004.
      The decrease in the equity loss of $650,000 was primarily due to an increase
      in
      gross profit resulting from higher production in 2005, partially offset by
      an
      increase in interest expense payable on member loans and increased general
      and administrative expenses.





For
      the
      first half of 2005, the Trust recorded equity income of $423,000 from its
      investment in US Hydro compared to $562,000 for the same period in
      2004. The decrease in equity income of $139,000 was primarily due to an
      increase in income tax and consulting expense, partially offset by an increase
      in revenues due to higher levels of precipitation in 2005.





Minority
      interest in the loss of subsidiaries decreased from $414,000 in the first half
      of 2004 to $117,000 in the first half of 2005. The decrease of $297,000 in
      the
      loss of subsidiaries was attributable to a decrease in the net loss of the
      RUK
      operations for the 2005 period.




Total
      assets at June 30, 2005 were $107.1 million, a decrease of $6 million from
      the
      December 31, 2004 balance of $113.1 million. This decrease was primarily due
      to
      a decrease in cash and cash equivalents of $6.5 million. Total liabilities
      decreased $4.3 million from $98.3 million at December 31, 2004 to $94 million
      at
      June 30, 2005. This decrease was primarily the result of decreases of $9.9
      million in construction advances, $2.3 million in long-term debt, $1.3 million
      in minority interest and $496,000 in due to affiliates, partially offset by
      increases of $5.7 million in capital lease obligations and $4.1 million in
      accounts payable and accrued expenses.




*Six
      months ended June 30, 2004 compared to the six months ended June 30,
      2003*





Total
      revenues increased $4.5 million,
      or 75%, to $10.5 million for the six months ended June 30, 2004 compared to
      $6
      million for the first six months of 2003. The increase was primarily due to
      increased UK output which was driven by higher capacity and prices. Production
      output increased 26,700 MWh, or 26.8%, to 126,400 MWh for the six months ended
      June 30, 2004 compared to the same period in 2003. Foreign currency fluctuations
      increased total revenues by approximately $1.2 million for the six months ended
      June 30, 2004 compared to the same period in 2003.





Cost
      of
      revenues for the six months ended June 30, 2004 was $9.3 million compared to
      $6.1 million for the same period in 2003. The increase of $3.2 million, or
      52.5%, was due to higher royalty expenses of $441,000 and increased variable
      payments made to the PowerBank Funds of $564,000, both driven by increased
      output and increased operating expenses, including maintenance and headcount
      expenses of $1.7 million and depreciation and amortization expenses of
      $681,000.





31
 Table
            of Contents




The
      management fee due to the Managing Shareholder was $1.2 million for each of
      the
      six-month periods ended June 30, 2004 and 2003.





The
      Trust
      recorded impairment of plant and equipment of $498,000 and $292,000 for the
      six
      months ended June 30, 2004 and 2003, respectively. The environmental reports
      on
      certain UK projects acted as a trigger for the impairment and based on the
      impairment test performed, the Trust noted a decrease in the estimated future
      discounted cash flows.





Interest
      income for the six months ended June 30, 2004 was $236,000 compared to $96,000
      for the same period in 2003. The increase of $140,000 was primarily a result
      of
      higher average cash balances due to construction advances received for the
      RUK
      expansion program.





Interest
      expense for the six months ended June 30, 2004 was $1.6 million compared to
      $1
      million for the same period in 2004. The increase of $600,000 was primarily
      due to increased capital lease balances associated with the RUK expansion
      program and also due to increased interest expense incurred on the unpaid
      balance of management fees payable to the Managing Shareholder.





In
      the
      first half of 2004, the Trust recorded equity income of $621,000 from its
      investment in Maine Hydro compared to $210,000 in the 2003 period. The increase
      in equity income of $411,000 was primarily due to the settlement of a legal
      complaint with the prior manager of Maine Hydro which resulted in the waiver
      of
      certain fees as settlement of past due invoices. Additionally, the increase
      in
      equity income was also due to a decrease in insurance expenses, labor costs
      and
      depreciation and amortization expenses.





In
      the
      first half of 2004, the Trust recorded an equity loss of $1.1 million from
      its
      investment in Indeck Maine compared to equity income of $169,000 for the same
      period in 2003. The decrease in equity income of $1.3 million was primarily
      due
      to the increase in repairs and maintenance costs incurred as the result of
      refurbishing, staffing and restarting the previously idle Eastport
      plant.





In
      the
      first half of 2004, the Trust recorded an equity loss of $127,000 from its
      investment in NEH compared to $251,000 for the same period in 2003. The decrease
      in equity loss of $124,000 was primarily due to a write-down of equipment in
      2003 and increased revenues in 2004.





In
      the
      first half of 2004, the Trust recorded equity income of $562,000 from its
      investment in US Hydro compared to an equity loss of $76,000 for the same period
      in 2003. The increase in equity income of $638,000 was primarily due to the
      decrease in write-down of notes receivable and income tax benefit in 2003.
      This
      was partially offset by a decrease in revenues resulting from lower
      precipitation levels in 2004.





The
      Trust
      recorded other income of $48,000 for the six months ended June 30, 2004 compared
      to other expense of $109,000 for the same period in
      2003.****The other income recorded for the first half of 2004
      was primarily due to the sale of the Trust’s interest in Quantum in February
      2004 for $150,000.





In
      the
      first half of 2004, the Trust recorded UK income tax expense of $4,000 compared
      to an income tax benefit of $151,000 in the first half of 2003. The increase
      in
      income tax expense was primarily attributable to the increase in current year
      pre-tax income and the recognition of temporary timing differences between
      the
      book and tax basis for the depreciation and amortization expense of UK
      operations.





Minority
      interest in the loss of subsidiaries decreased by $189,000 from a loss of
      $603,000 in the first half of 2003 to a loss of $414,000 for the same period
      in
      2004. The decrease was primarily due to an increase in the Trust’s
      ownership of Ridgewood UK during the second quarter of 2003 and the decrease
      in
      the 2004 first half loss of RUK operations.




32
 Table
            of Contents




Total
        assets at June 30, 2004 were $103.8 million, a decrease of $1.4 million from
        the
        December 31, 2003 balance of $105.2 million. This decrease was primarily
        due to
        a decrease in cash and cash equivalents of $14.8 million mostly offset by
        increases of $6.3 million and $6.1 million in plant and equipment and due
        from
        affiliates, respectively. Total liabilities increased $700,000 from $86 million
        at December 31, 2003 to $86.7 million at June 30, 2004, primarily due to
        an
        increase in capital lease obligations of $7.1 million mostly offset by a
        decrease in construction advances of $3.3 million and a decrease in accounts
        payable and accrued expenses of $1.8 million.





*Three
      months ended June 30, 2005 compared to the three months ended June 30,
      2004*





Total
      revenues increased $3.3 million, or 60%, to $8.8 million in the second quarter
      of 2005 as compared to $5.5 million in the second quarter of 2004. The
      increase was primarily due to increased UK output which was driven by higher
      capacity and prices. Production output increased by 16,600 MWh, or 26.5%, to
      79,200 MWh for the second quarter of 2005 compared to the 2004
      period.





Cost
      of
      revenues for the quarter ended June 30, 2005 increased $2.8 million, or 60.9%,
      to $7.4 million as compared to $4.6 million in the 2004 period. The increase
      was
      primarily due to higher royalty expenses of $728,000 and increased variable
      payments made to the PowerBank Funds of $892,000, both driven by increased
      output and increased operating expenses, including maintenance and headcount
      expenses of $889,000 and depreciation and amortization expenses of
      $279,000.





General
      and administrative expenses increased $54,000, or 38.8%, to $193,000 in the
      second quarter of 2005 compared to $139,000 in the 2004 period, primarily due
      to
      higher professional fees.





The
      Trust
      recorded impairment of $498,000 for the three months ended June 30, 2004. The
      environmental reports on certain UK projects acted as a trigger for the
      impairment and based on the impairment test performed, the Trust noted a
      decrease in the estimated future discounted cash flows.





Interest
      expense for the three months ended June 30, 2005 was $1.4 million compared
      to
      $815,000 for the same period in 2004. The increase of $585,000 was
      primarily due to increased capital lease obligations associated with the RUK
      expansion program and also due to increased interest expense incurred on the
      unpaid balance of management fees payable to the Managing
      Shareholder.





For
      the
      second quarter of 2005, the Trust recorded equity income of $480,000 from its
      investment in Maine Hydro compared to $555,000 for the same period in 2004.
      The
      decrease in equity income of $75,000 was primarily due to other income recorded
      in 2004 relating to settlement of a legal complaint with the prior manager
      of
      Maine Hydro which resulted in the waiver of certain fees as settlement of past
      due invoices. This was partially offset by an increase in revenues resulting
      from higher production.





For
      the
      second quarter of 2005, the Trust recorded equity income of $110,000 from its
      investment in Indeck Maine compared to an equity loss of $477,000 in the 2004
      period. The increase in equity income of $587,000 was primarily due to an
      increase in gross profit resulting from the resumption of operations of the
      Eastport Project in May 2004.





For
      the
      second quarter of 2005, minority interest in the earnings of subsidiaries
      increased from a loss of $231,000 in the second quarter of 2004 to earnings
      of
      $13,000 in the 2005 period attributable to a decrease in the net loss of
      the RUK operations for the 2005 period.





*Three
      months ended June 30, 2004 compared to the three months ended June 30,
      2003*





Total
      revenues increased $2.3 million,
      or 71.9%, to $5.5 million in the second quarter of 2004 compared to $3.2 million
      in the second quarter of 2003. The increase was primarily due to increased
      UK
      output which was driven by higher capacity and prices. Production output
      increased 9,500 MWh, or 18%, to 62,600 MWh in the second quarter of 2004
      compared to the 2003 period. Foreign currency fluctuations increased total
      revenues by approximately $581,000 for the second quarter of 2004 as compared
      to
      the same period in 2003.





Cost
      of
      revenues for the second quarter of 2004 was $4.6 million compared to $3.1
      million in the second quarter of 2003, an increase of $1.5 million, or
      48.4%. The increase was primarily due to higher variable payments made to
      the PowerBank Funds of $301,000, driven by increased output, and increases
      in
      operating expenses, including maintenance and headcount expenses of $680,000
      and
      depreciation and amortization expenses of $398,000.





33
 Table
            of Contents




For
      the
      quarters ended June 30, 2004 and 2003, the Trust recorded an impairment of
      plant
      and equipment of $498,000 and $292,000, respectively. The environmental reports
      on certain UK projects acted as a trigger for the impairment and based on the
      impairment test performed, the Trust noted a decrease in the estimated future
      discounted cash flow.





Interest
      income for the second quarter of 2004 was $150,000 compared to $53,000 for
      the
      same period in 2003. This increase of $97,000 was primarily due to increases
      in
      average cash balances resulting from higher construction advances received
      for
      the UK expansion program.





Interest
      expense for the second quarter of 2004 was $815,000 compared to $571,000 for
      the
      same period in 2003. The increase of $244,000 was primarily due to
      increased capital lease obligations associated with the RUK expansion program
      and also due to increased interest expense incurred on the unpaid balance of
      management fees payable to the Managing Shareholder.





For
      the
      second quarter of 2004, the Trust recorded equity income of $555,000 from its
      investment in Maine Hydro compared to $270,000 for the same period in 2003.
      The
      increase of $285,000 was primarily due to other income recorded for the
      settlement of a legal complaint with the prior manager of Maine Hydro which
      also
      included the waiver of certain fees as settlement of past due
      invoices.





For
      the
      second quarter of 2004, the Trust recorded an equity loss of $477,000 from
      its
      investment in Indeck Maine compared to equity income of $346,000 for the same
      period in 2003. The decrease in equity income of $823,000 was primarily due
      to
      an increase in repairs and maintenance costs incurred as the result of
      refurbishing, staffing and restarting the previously idle Eastport
      plant.





For
      the
      second quarter of 2004, the Trust recorded an equity loss of $62,000 from its
      investment in NEH which compared to $154,000 for the same period in 2003, a
      decrease of $92,000. The decrease in equity loss was primarily due to an
      increase in revenues and a decrease in general and administrative expenses
      partially offset by an increase in cost of revenues.





For
      the
      second quarter of 2004, the Trust recorded equity income of $282,000 from its
      investment in US Hydro compared to $349,000 for the same period in 2003. The
      decrease in equity income of $67,000 was primarily due to the lower output
      achieved as a result of the decrease in precipitation and by an increase in
      operating expenses.





Minority
      interest in the loss of subsidiaries decreased $98,000 from $329,000 in the
      second quarter of 2003 to $231,000 in the second quarter of 2004. The decrease
      was primarily due to an increase in the Trust’s ownership of Ridgewood UK during
      the second quarter of 2003 and also due to an increase in earnings of RUK
      operations in 2004.





*Three
      months ended March 31, 2005 compared to the three months ended March 31,
      2004*





Total
      revenues increased $1.9 million, or 38%, to $6.9 million in the first quarter
      of
      2005 as compared to $5 million in the first quarter of 2004. The increase was
      primarily due to increased RUK output which was driven by higher capacity and
      prices. Production output increased by 13,600 MWh, or 21.3%, to 77,300 MWh
      for
      the three months ended March 31, 2005 compared to the 2004 period.





Cost
      of
      revenues for the first quarter of 2005 was $6 million compared to $4.7 million
      in the first quarter of 2004, an increase of $1.3 million, or 27.7%. The
      increase was primarily due to higher royalty expenses of $318,000 and increased
      variable payments made to the PowerBank Funds of $276,000, both driven by
      increased output, and increased operating expenses, including maintenance and
      headcount expenses of $494,000 and depreciation and amortization expenses of
      $286,000.





The
      management fee due to the Managing Shareholder was $583,000 for each of the
      three-month periods ended March 31, 2005 and 2004.





34
 Table
            of Contents




Interest
      expense for the first quarter of 2005 was $1.2 million compared to $772,000
      for
      the same period in 2004. The increase of $428,000 was primarily due to
      increased capital lease obligations associated with the RUK expansion program
      and also due to increased interest expense incurred on the unpaid balance of
      management fees payable to the Managing Shareholder.





For
      the
      first quarter of 2005, the Trust recorded equity income of $226,000 from its
      investment in Maine Hydro compared to $66,000 for the same period in 2004,
      an
      increase of $160,000, primarily due to an increase in revenues from higher
      production in 2005.





For
      the
      first quarter of 2005, the Trust recorded equity income of $186,000 from its
      investment in US Hydro compared to $280,000 for the same period in
      2004. The decrease in equity income of $94,000 was primarily due to
      increased income tax expense and decreased gain on sale of US Hydro notes.
      This
      was partially offset by an increase in revenue due to higher precipitation
      levels and decreased cost of revenues.





The
      Trust
      recorded other income of $150,000 for the three months ended March 31, 2004
      resulting from the sale of the Trust’s interest in Quantum in February
      2004.





Minority
      interest in the loss of subsidiaries decreased $53,000 from $183,000 in the
      first quarter of 2004 to $130,000 in the first quarter of 2005. This was
      primarily due to the decrease in the 2005 first quarter net loss from RUK
      operations.





Total
      assets at March 31, 2005 were $109.3 million, a decrease of $3.8 million from
      the December 31, 2004 balance of $113.1 million. Current assets decreased by
      $3.5 million primarily due to a decrease in cash and cash equivalents of $4.3
      million, partially offset by increases in unbilled receivables and due from
      affiliates. Total liabilities decreased $2.2 million from $98.3 million at
      December 31, 2004 to $96.1 million at March 31, 2005. This decrease in total
      liabilities was primarily due to decreases of $2.5 million and $1.4 million
      in
      construction advances and long-term debt, respectively, partially offset by
      an
      increase of $1.1 million in capital lease obligations.




*Three
      months ended March 31, 2004 compared to the three months ended March 31,
      2003*





Total
      revenues increased $2.2 million, or 78.6%, to $5 million in the first quarter
      of
      2004 compared to $2.8 million in the first quarter of 2003. The increase was
      primarily due to increased UK output which was driven by higher capacity and
      prices. Production output increased 17,200 MWh, or 36.9%, to 63,700 MWh for
      the
      first quarter of 2004 compared to the 2003 period. Additionally, foreign
      currency fluctuations increased total revenues by approximately $635,000 for
      first quarter of 2004 as compared to the same period in 2003.





Cost
      of
      revenues for the first quarter of 2004 was $4.7 million compared to $2.9 million
      in the first quarter of 2003. The increase of $1.8 million, or 62.1%, was
      primarily due to higher royalty expenses of $300,000 and increased variable
      payments made to the PowerBank Funds of $266,000, both driven by increased
      output and increased operating expenses, including maintenance and headcount
      expenses of $971,000 and depreciation and amortization expenses of $282,000.
      Additionally, foreign currency fluctuations increased total cost of revenues
      by
      approximately $600,000 from first quarter of 2003 compared to the same period
      in
      2004.





The
      management fee due to the Managing Shareholder was $583,000 in each of the
      first
      quarters of 2004 and 2003.





Interest
      expense for the first quarter of 2004 was $772,000 compared to $471,000 for
      the
      same period in 2003. The increase of $301,000 was primarily due to
      increased capital lease obligations associated with the RUK expansion program
      and also due to increased interest expense incurred on the unpaid balance of
      management fees payable to the Managing Shareholder.





For
      the
      first quarter of 2004, the Trust recorded equity income of $66,000 from its
      investment in Maine Hydro compared to an equity loss of $60,000 for the same
      period in 2003. The increase in equity income of $126,000 was primarily due
      to
      increased revenues and decreased  insurance, labor and deprecation
      expenses.





35
 Table
            of Contents





For
      the
      first quarter of 2004, the Trust recorded an equity loss of $615,000 from its
      investment in Indeck Maine compared to $177,000 in the 2003 period. The
      increase in equity loss of $438,000 was primarily due to an increase in repairs
      and maintenance costs incurred as the result of refurbishing, staffing and
      restarting the previously idle Eastport plant.





For
      the
      first quarter of 2004, the Trust recorded equity income of $280,000 from its
      investment in US Hydro compared to an equity loss of $425,000 in the 2003
      period. The increase in equity income of $705,000 was primarily due to the
      decrease in write-down of notes receivable and income tax benefit. This was
      partially offset by the decrease in revenues resulting from lower precipitation
      levels.





Minority
      interest in the loss of subsidiaries decreased $91,000 from $274,000 in the
      first quarter of 2003 to $183,000 in the first quarter of 2004. This was
      primarily due to the decrease in the 2004 first quarter net loss from RUK
      operations.




Total
      assets at March 31, 2004 were $106.6 million, an increase of $1.4 million from
      the December 31, 2003 balance of $105.2 million. This increase was primarily
      due
      to an increase of $9.6 million in due from affiliates and $3 million in plant
      and equipment, partially offset by a decrease in cash and cash equivalents
      of
      $11.2 million. Total liabilities increased $2.8 million from $86 million at
      December 31, 2003 to $88.8 million at March 31, 2004, primarily due to increases
      of $2.6 million in capital lease obligations, $1.7 million in construction
      advances and $845,000 in accounts payable and accrued expenses.





**Liquidity
      and Capital Resources**





*Year
      ended December 31, 2005 compared to the year ended December 31,
      2004*





At
      December 31, 2005, the Trust had cash and cash equivalents of $7.7 million,
      a
      decrease of $12.6 million from December 31, 2004. The cash flows for the year
      2005 were $7.1 million provided by operating activities, $12 million used in
      investing activities, $6.1 million used in financing activities and a $1.5
      million negative effect of foreign exchange on cash and cash
      equivalents.





In
      2005,
      the Trust’s operating activities generated cash of $7.1 million compared to
      using cash of $540,000 in 2004, an increase of $7.6 million, primarily due
      to
      increases in revenue, accounts payable and accrued expenses, partially offset
      by
      a decrease in due to/from affiliates, net.





In
      2005,
      investing activities used $12 million compared to $17.3 million in 2004. The
      decrease was primarily due to decreased capital expenditures of $5.3
      million.





In
      2005,
      the Trust used $6.1 million of cash in financing activities, primarily as a
      result of $1.8 million used for term loan repayments, $2.6 million for cash
      distributions to shareholders and $1.5 million used for capital lease
      obligations. In 2004, the Trust provided $5.6 million of cash from financing
      activities primarily as a result of $12.1 million provided by construction
      advances for the RUK expansion program, partially offset by $3.4 million used
      for distributions to shareholders, $1.6 million used for term loan repayments
      and $1.1 million used for capital lease obligations.





*Year
      ended December 31, 2004 compared to the year ended December 31,
      2003*





At
      December 31, 2004, the Trust had cash and cash equivalents of $20.3 million,
      a
      decrease of $10.3 million from December 31, 2003. The cash flows for the year
      2004 were $540,000 used in operating activities, $17.3 million used in investing
      activities, $5.6 million provided by financing activities and a $1.9 million
      positive effect of foreign exchange on cash and cash equivalents.





In
      2004,
      the Trust’s operating activities used cash of $540,000 compared to providing
      cash of $5.2 million in 2003, a decrease of $5.8 million, primarily due to
      an
      increase in accounts receivable and a decrease in accounts payable, partially
      offset by an increase in revenue.





In
      2004,
      investing activities used $17.3 million compared to $14.6 million in 2003,
      an
      increase of $2.7 million. The increase was primarily due to an increase in
      capital expenditures of $2 million.





36
 Table
            of Contents




In
      2004,
      the Trust provided $5.6 million of cash by financing activities, a result of
      $12.1 million provided by construction advances for the RUK expansion program,
      partially offset by $3.4 million used for distributions to shareholders, $1.6
      million used for term loan repayments and $1.1 million used for capital lease
      obligations. In 2003, the Trust provided $36.7 million of cash in financing
      activities, primarily the result of $41.5 million provided by construction
      advances, partially offset by $1.1 million used to repay term loans and $3.2
      million used for distributions to shareholders.





*Nine
      months ended September 30, 2005 compared to the nine months ended September
      30,
      2004*





At
      September 30, 2005, the Trust had cash and cash equivalents of $10.6 million,
      a
      decrease of $9.7 million from December 31, 2004. The cash flows for the first
      nine months of 2005 were $5.4 million provided by operating activities, $8.8
      million used in investing activities, $5.1 million used in financing activities
      and a $1.3 million negative effect of foreign exchange on cash and cash
      equivalents.





Cash
      provided by operating activities for the nine months ended September 30, 2005
      was $5.4 million as compared to $2.4 million used in operating activities for
      the nine months ended September 30, 2004. The increase in cash flow from
      operating activities compared to 2004 was primarily due to increases in revenue
      and accounts payable and accrued expenses, partially offset by increases in
      accounts receivable and unbilled receivables.





Cash
      used
      in investing activities was $8.8 million for the first nine months of 2005
      as
      compared to $12.7 million for the first nine months of 2004. The decrease was
      primarily due to a $3.9 million decrease in capital expenditures.





Cash
      used
      in financing activities for the first nine months of 2005 was $5.1 million
      compared to $7.1 million provided by financing activities for the first nine
      months of 2004. In the nine months ended September 30, 2005, cash used in
      financing activities included $2 million in cash distributions to shareholders
      and $1.8 million in repayments of the term loan. In the nine months ended
      September 30, 2004, cash provided by financing activities included proceeds
      from
      construction advances of $11.8 million, partially offset by $2.6 million in
      cash
      distributions to shareholders and $1.6 million in repayment of the term
      loan.





*Nine
      months ended September 30, 2004 compared to the nine months ended September
      30,
      2003*





At
      September 30, 2004, the Trust had cash and cash equivalents of $23.1 million,
      a
      decrease of $7.5 million from December 31, 2003. The cash flows for the first
      nine months of 2004 were $2.4 million used in operating activities, $12.7
      million used in investing activities, $7.1 million provided by financing
      activities and a $472,000 positive effect of foreign exchange on cash and cash
      equivalents.





Cash
      used
      in operating activities for the nine months ended September 30, 2004 was $2.4
      million as compared to $3.1 million provided by operating activities for the
      nine months ended September 30, 2003. The decrease in cash flow was primarily
      due to a decrease in accounts payable, accrued expenses, due to/from affiliates
      and an increase in accounts receivable, partially offset by an increase in
      revenues.





Cash
      used
      in investing activities increased to $12.7 million during the first nine months
      of 2004 as compared to $8.7 million in the first nine months of 2003 due to
      an
      increase in capital expenditures.





Cash
      provided by financing activities for the first nine months of 2004 was $7.1
      million compared to $22.0 million for the first nine months of 2003. The
      decrease in cash flow from financing activities was due to a decrease of $13.7
      million in proceeds received from construction advances.




*Six
      months ended June 30, 2005 compared to the six months ended June 30,
      2004*





At
      June
      30, 2005, the Trust had cash and cash equivalents of $13.8 million, a decrease
      of $6.5 million from December 31, 2004. The decrease was the result of $6
      million provided by operating activities, $8.3 million used in investing
      activities, $3.2 million used in financing activities and a $1.1 million
      negative effect of foreign exchange on cash and cash equivalents.




Cash
      provided by operating activities for the six months ended June 30, 2005 was
      $6
      million compared to cash used of $6.8 million for the six months ended June
      30,
      2004. The increase in cash flow compared to 2004 was primarily due to increases
      in revenue, accounts and unbilled receivables, accounts payable and accrued
      expenses.


37
 Table
            of Contents




Cash
      used
      in investing activities was $8.3 million during the first six months of 2005
      as
      compared to $8.2 million in the first six months of 2004. The slight increase
      was primarily due to an increase in capital expenditures.





Cash
      used
      in financing activities for the first half of 2005 was $3.2 million compared
      to
      $407,000 for the first half of 2004. In 2005, cash used in financing
      activities included $1.5 million in cash distributions to shareholders and
      $871,000 in repayments of the term loan. In the first six months of 2004,
      financing activities included proceeds from construction advances of $2.7
      million mostly offset by $2 million in cash distributions to shareholders and
      $785,000 in repayment of the term loan.





*Six
      months ended June 30, 2004 compared to the six months ended June 30,
      2003*





At
      June
      30, 2004, the Trust had cash and cash equivalents of $15.9 million, a decrease
      of $14.8 million from December 31, 2003. The decrease was the result of $6.8
      million used in operating activities, $8.2 million used in investing activities,
      $407,000 used in financing activities and a $628,000 positive effect of foreign
      exchange on cash and cash equivalents.





Cash
      used
      in operating activities for the six months ended June 30, 2004 was $6.8 million
      as compared to cash provided of $3.1 million for the six months ended June
      30,
      2003. The increase in cash used in operating activities was primarily due
      to decreases in net due to/from affiliates, accounts payable and accrued
      expenses, partially offset by an increase in revenues.





Cash
      used
      in investing activities was $8.2 million during the first six months of 2004
      as
      compared to $5.9 million in the first six months of 2003. The increase in cash
      used was primarily due to an increase in capital expenditures of $1.6
      million.





Cash
      used
      in financing activities for the first half of 2004 was $407,000 compared to
      cash
      provided of $22 million in the first half of 2003. The decrease in 2004 cash
      flow from financing activities was primarily due to a decrease in proceeds
      received from construction advances of $20.1 million.





*Three
      months ended March 31, 2005 compared to the three months ended March 31,
      2004*





At
      March
      31, 2005, the Trust had cash and cash equivalents of $16 million, a decrease
      of
      $4.3 million from December 31, 2004. The decrease was primarily the result
      of
      $1.1 million provided by operating activities, $2.8 million used in investing
      activities, $2.1 million used in financing activities and the $474,000 negative
      effect of foreign exchange on cash and cash equivalents.




Cash
      provided by operating activities for the three months ended March 31, 2005
      was
      $1.1 million compared to cash used of $9.5 million for the three months ended
      March 31, 2004. The increase in cash flow in 2005 compared to 2004 was primarily
      due to increases in net due to/from affiliates, accounts payable and revenue
      for
      the quarter.





Cash
      used
      in investing activities for the three months ended March 31, 2005 was $2.8
      million compared to $2.3 million for the three months ended March 31, 2004.
      In
      each of the first quarters of 2005 and 2004, cash used in investing activities
      was for capital expenditures.





Cash
      used
      in financing activities for the first quarter of 2005 was $2.1 million compared
      to $257,000 in the first quarter of 2004. In the first quarter of 2005, cash
      used in financing activities included $1 million in cash distributions to
      shareholders and $879,000 of repayments of the term loan. In the first quarter
      of 2004, financing activities included $2.8 million of proceeds received from
      construction advances offset by $1.9 million in cash distributions to
      shareholders and $853,000 of term loan repayments.





38
 Table
            of Contents





*Three
      months ended March 31, 2004 compared to three months ended March 31,
      2003*





At
      March
      31, 2004, the Trust had cash and cash equivalents of $19.4 million, a decrease
      of $11.2 million from December 31, 2003. The decrease was the result of $9.5
      million used in operating activities, $2.3 million used in investing activities,
      $257,000 used in financing activities and the $897,000 positive effect of
      foreign exchange on cash and cash equivalents.





Cash
      used
      in operating activities for the three months ended March 31, 2004 was $9.5
      million compared to cash provided of $3.8 million for the three months ended
      March 31, 2003. The decrease of $13.4 million in cash flow from operating
      activities was primarily the result of decreases in due to/from affiliates,
      net,
      and accounts payable.





Cash
      used
      in investing activities was $2.3 million during the first three months of 2004
      as compared to $4.8 million in the first three months of 2003. This decrease
      of
      $2.6 million was primarily due to a decrease in capital
      expenditures.





Cash
      used
      in financing activities for the first quarter of 2004 was $257,000 compared
      to
      cash provided of $3.1 million in the first quarter of 2003. The decrease in
      cash
      flow of $3.4 million in the first quarter of 2004 as compared to the first
      quarter of 2003 was primarily due to a decrease of $1.3 million in proceeds
      received from construction advances and due to cash distributions of $1.9
      million made to shareholders.





**Off-Balance
      Sheet Arrangements**





The
      Trust has not entered into any
      off-balance sheet arrangements that either have, or are reasonable likely to
      have, a material adverse current or future effect on the Trust’s financial
      condition, revenues or expenses, result of operations, liquidity, capital
      expenditures or capital resources that are material to the Trust.





**Contractual
      Obligations and Commitments**





The
      following table provides a summary
      of the Trust’s contractual obligations as of December 31, 2005 (in
      thousands).




2006
              
              
              2007
              
              
              2008
              
              
              2009
              
              2010
              
              
              Thereafter
              
              
              TotalLong-term
                  debt(1)
              
              $
              1,878
              
              
              $
              2,020
              
              
              $
              2,049
              
              
              $
              2,216
              
              $
              2,391
              
              
              $
              8,260
              
              
              $
              18,814Capital
                  lease obligation (2)
              
              
              2,897
              
              
              
              2,503
              
              
              
              2,799
              
              
              
              3,159
              
              
              3,527
              
              
              
              14,910
              
              
              
              29,795Construction
                  advances (3)
              
              
              578
              
              
              
              1,391
              
              
              
              1,561
              
              
              
              1,769
              
              
              1,995
              
              
              
              16,548
              
              
              
              23,842




(1)
            RUK
                has a term loan facility (the “Term Loan”) for the purpose of financing
                certain of its power generation projects. Payments under the Term
                Loan are
                made semiannually on March 31 and September 30 of each year. A
                portion of the Term Loan bears interest at a fixed rate, with the
                remaining portion bearing interest at rates set from time to time
                based on
                a premium over widely recognized indices. Payments under the Term
                Loan
                include amounts of principal and interest such that the Term Loan
                will be
                fully repaid by March 31, 2014, its final maturity. At December 31,
                2005,
                the interest rates applicable to portions of the Term Loan ranged
                from
                5.99% to 7.73%. Amounts outstanding under the Term Loan are collateralized
                by substantially all of the assets of the projects owned by RUK and
                the
                underlying Term Loan agreement requires certain of RUK’s subsidiaries to
                maintain a debt service coverage ratio (as defined in the Term Loan
                agreement) of 1.35 to 1 as well as certain other ratios. At December
                31,
                2005, RUK's outstanding debt was current and in good standing with
                its
                bank.





(2)
            Under
                the terms of the PowerBank Arrangements, each PowerBank Fund committed
                to
                providing £850,000 per MW of capacity, with each PowerBank Fund committing
                for a specified amount of capacity. The PowerBank Arrangements were
                denominated entirely in British pounds sterling and provided for
                funds to
                be advanced to RUK, initially for development and construction financing
                and, after the project reached commercial operations, as permanent
                financing. During the construction
                period, RUK paid to the PowerBank Funds providing financing a prorated
                amount equal to 10% per annum of the advances attributable to projects
                that have not yet reached commercial operation. When a project reached
                commercial operation, title to the project passed from RUK to the
                PowerBank Funds that provided the financing for that project and
                the
                advances converted from construction advances to long-term
                financing.





39
 Table
            of Contents




Under
              the long-term financing provisions of the PowerBank Arrangements, RUK
              was
              obligated to make regular fixed payments and formula-based variable
              payments, the amounts of which were determined by a combination of
              (i) the
              output of each plant and (ii) the price received for such output during
              the periods for which the payments were made. The PowerBank Arrangements
              provided for a minimum period of ten years for the permanent financing
              and
              could be extended on a project-by-project basis indefinitely by the
              PowerBank Fund providing the financing. There were no purchase options
              or
              residual guarantee provisions in the PowerBank
              Arrangements.  (3)
            RUK
                accounted for its obligations under the PowerBank Arrangements as
                either
                long-term or current (as appropriate) construction advance obligations
                and, in the case of the permanent financing, as capital lease obligations
                with a 10-year minimum term and an initial lease obligation of £850,000
                per MW. Should the cost of developing a given project be greater
                than or
                less than £850,000 per MW, then RUK would experience a gain or loss on the
                sale of the project. Such gains were deferred and taken into cost
                of
                revenues over the ten-year minimum lease period, while losses were
                realized and taken into other income at the time when such losses
                were
                considered to be probable. **Recent
        Accounting Pronouncements**





*SFAS
      143 and FIN 47*




** In
      June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      143, *Accounting for Asset Retirement Obligations*, on the accounting for
      obligations associated with the retirement of long-lived assets. SFAS No. 143
      requires a liability to be recognized in the consolidated financial statements
      for retirement obligations meeting specific criteria. Measurement of the initial
      obligation is to approximate fair value, with an equivalent amount recorded
      as
      an increase in the value of the capitalized asset. The asset will be depreciated
      in accordance with normal depreciation policy and the liability will be
      increased for the time value of money, with a charge to the income statement,
      until the obligation is settled. SFAS No. 143 is effective for fiscal years
      beginning after June 15, 2002. Furthermore, in March 2005, the FASB issued
      FASB Interpretation No. 47 (“FIN 47”), *Accounting for Conditional Asset
      Retirement Obligations, an interpretation of FASB Statement No. 143*,
      which clarifies the term “conditional asset retirement obligation” as used in
      SFAS No. 143. Specifically, FIN 47 provides that an asset retirement
      obligation is conditional when the timing and/or method of settling the
      obligation is conditioned on a future event. Accordingly, an entity is required
      to recognize a liability for the fair value of a conditional asset retirement
      obligation if the fair value of the liability can be reasonably estimated.
      Uncertainty about the timing and/or method of settlement of a conditional asset
      retirement obligation should be factored into the measurement of the liability
      when sufficient information exists. This interpretation also clarifies when
      an
      entity would have sufficient information to reasonably estimate the fair value
      of an asset retirement obligation. FIN 47 is effective for fiscal years ending
      after December 15, 2005. The Trust adopted SFAS No. 143 effective January
      1, 2003, with no material impact on its consolidated financial
      statements.





*SFAS
      145*





In
      April
      2002, the FASB issued SFAS No. 145, *Rescission of FASB Statements
      No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
      Corrections*. SFAS No. 145 eliminates extraordinary accounting
      treatment for reporting gain or loss on debt extinguishment, and amends other
      existing authoritative pronouncements to make various technical corrections,
      clarify meanings, or describe their applicability under changed conditions.
      SFAS
      No. 145 is effective for interim periods beginning after May 15, 2002. The
      Trust
      adopted SFAS No. 145 effective January 1, 2003, with no material impact on
      its
      consolidated financial statements.





40
 Table
            of Contents




*SFAS
      146*





In
      June
      2002, the FASB issued SFAS No. 146, *Accounting for Costs Associated
      with Exit or Disposal Activities*. SFAS No. 146 requires recording
      costs associated with exit or disposal activities at their fair values when
      a
      liability has been incurred. SFAS No. 146 is effective for fiscal years ending
      after December 31, 2002. The Trust adopted SFAS No. 146 effective January 1,
      2003, with no material impact on its consolidated financial
      statements.





*FIN
      45*





In
      November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
*Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
      Indirect Guarantees and Indebtedness of Others*. FIN 45 elaborates on the
      disclosures to be made by the guarantor in its interim and annual financial
      statements about its obligations under certain guarantees that it has issued.
      It
      also requires that a guarantor recognize, at the inception of a guarantee,
      a
      liability for the fair value of the obligation undertaken in issuing the
      guarantee. The initial recognition and measurement provisions of this
      interpretation are applicable on a prospective basis to guarantees issued or
      modified after December 31, 2002; while the provisions of the disclosure
      requirements are effective for financial statements of interim or annual reports
      ending after December 15, 2002. The Trust adopted FIN 45 during the fourth
      quarter of 2002 with no material impact to the consolidated financial
      statements.





*FIN
      46R*




**In
      January
      2003, the FASB issued FASB Interpretation No. 46, *Consolidation of Variable
      Interest Entities* ("FIN 46") which changes the criteria by which one
      company includes another entity in its consolidated financial statements. FIN
      46
      requires a variable interest entity to be consolidated by a company if that
      company is subject to a majority of the risk of loss from the variable interest
      entity's activities or entitled to receive a majority of the entity's residual
      returns or both. The consolidation requirements of FIN 46 apply immediately
      to
      variable interest entities created after December 31, 2003, and apply in the
      first fiscal period ending after March 15, 2004, for variable interest entities
      created prior to January 1, 2004. The Trust adopted the disclosure provisions
      of
      FIN 46 effective December 31, 2003, with no material impact to the consolidated
      financial statements. In December 2003, the FASB issued a revision to FIN
      46 (“FIN 46R”) to clarify some of the provisions and to exempt certain entities
      from its requirements. The Trust implemented the full provisions of FIN 46R
      effective January 1, 2004, with no material impact on its consolidated financial
      statements.





*SFAS
      149*




**In
      April
      2003, the FASB issued SFAS No. 149, *Amendment of Statement 133 on Derivative
      Instruments and Hedging Activities*. SFAS No. 149 amends and clarifies the
      accounting for derivative instruments, including certain derivative instruments
      embedded in other contracts, and for hedging activities under SFAS No. 133,
      "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149
      is
      generally effective for contracts entered into or modified after June 30, 2003
      and for hedging relationships designated after June 30, 2003. The Trust adopted
      SFAS No. 149 effective July 1, 2003, with no material impact on its consolidated
      financial statements.





*SFAS
      150*




**In
      May 2003,
      the FASB issued SFAS No. 150, *Accounting for Certain Financial
      Instruments with Characteristics of both Liabilities and Equity*. SFAS
      No. 150 establishes standards for classifying and measuring certain
      financial instruments with characteristics of both liabilities and equity.
      SFAS
      No. 150 is effective for interim periods beginning after June 15, 2003. The
      Trust adopted SFAS No. 150 effective July 1, 2003, with no material impact
      on
      its consolidated financial statements.





*SFAS
      153*




**In
      December
      2004, the FASB issued SFAS No. 153, *Exchanges of Nonmonetary Assets—an
      amendment of APB Opinion No. 29.*The guidance in APB Opinion No. 29,
*Accounting for Nonmonetary Transactions*(“Opinion 29”)*,* is
      based on the principle that exchanges of nonmonetary assets should be measured
      based on the fair value
      of
      the assets exchanged. The guidance in Opinion 29, however, included certain
      exceptions to that principle. This Statement amends Opinion 29 to eliminate
      the
      exception for nonmonetary exchanges of similar productive assets and replaces
      it
      with a general exception for exchanges of nonmonetary assets that do not have
      commercial substance. A nonmonetary exchange has commercial substance if the
      future cash flows of the entity are expected to change significantly as a result
      of the exchange. The Trust adopted SFAS No. 153 effective June 15, 2005, with
      no
      material impact on its consolidated financial
      statements.





41
 Table
            of Contents




*SFAS
      154*




**In
      May 2005,
      the FASB issued SFAS No. 154, *Accounting Changes and Error Corrections*.
      SFAS No. 154 replaces APB Opinion No. 20, *Accounting Changes*, and SFAS
      No. 3, *Reporting Accounting Changes in Interim Financial Statements*.
      This statement changes the requirements for the accounting for, and reporting
      of, a change in accounting principle and applies to all voluntary changes in
      accounting principle, as well as changes pursuant to accounting pronouncements
      that do not include transition rules. Under SFAS No. 154, changes in accounting
      principle must be applied retrospectively to prior periods’ financial
      statements, or the earliest practicable date, as the required method for
      reporting a change in accounting principle. The Trust adopted SFAS No. 154
      effective December 15, 2005, with no material impact on its consolidated
      financial statements.







**ITEM
      7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**




**Overview
      Regarding Market Risks**




The
      Trust
      is exposed to certain market risks associated with interest rates, foreign
      exchange rates and commodity prices. The Trust does not utilize financial
      instruments and other contracts to hedge against such fluctuations and does
      not
      enter into derivative instruments for trading or speculative purposes. The
      Trust
      does not anticipate any changes to its market risk exposure other than as a
      result of the sale of its RUK investment.




**Interest
      Rate Risks**




The
      Trust
      is exposed to risk resulting from changes in interest rates as a result of
      its
      projects use of fixed-rate and variable-rate debt. Such debt takes the form
      of
      term loans of intermediate length maturities and is consistent with the
      long-life nature of the assets of the Trust. The Trust’s investments in
      financial instruments consist only of short-term investments of working capital
      that are either bank deposits or have characteristics similar to those of bank
      deposits. The Trust does not expect any material loss from such investments
      and
      therefore believes its potential interest rate exposure is not material.
      Accounts receivable, unbilled receivables, accounts payable and accrued expenses
      are carried at their fair market value.




**Foreign
      Exchange Rate Risk**




The
      Trust
      is exposed to foreign currency risk and other foreign operating risks that
      arise
      from investments in foreign subsidiaries and affiliates. A key component of
      this
      risk is that these foreign subsidiaries and affiliates utilize currencies other
      than the US dollar which is the consolidated reporting currency of the Trust.
      As
      a general matter, the foreign operations of the Trust match the currency of
      their assets and revenues to the currency of their obligations and expenses
      in
      order to minimize currency risk within such foreign operations.




Although
      the Trust invests in long-lived projects and businesses, it is a finite-life
      investment vehicle and liquidation of investments, including foreign
      investments, is part of the strategy of the Trust. The ultimate effect of
      currency fluctuations on the Trust will, therefore, be heavily weighted toward
      the applicable exchange rate(s) at the time of liquidation and repatriation
      of
      the proceeds of any sale. The Trust does not hedge the currency risk associated
      with holding its investments in foreign entities.




**Commodity
      Price Risk**




The
      Trust
      is exposed to the impact of market fluctuations in the price of electricity.
      Although a portion of the electricity sales of the Trust are made pursuant
      to
      long-term contracts with fixed prices, the majority of electricity sales are
      made at market prices prevailing at the time of generation. This subjects the
      operating results of the Trust to the volatility of electricity prices in
      competitive markets and the Trust does not hedge its electricity price
      risk.




42
 Table
            of Contents





**Description
      of Long-Tem Debt Obligations of the Trust**




The
      following schedule summarizes the interest rate risk of the Trust’s long-term
      debt obligations at December 31, 2005 by identifying the schedule over which
      payments required by these obligations are expected to be made (converted to
      thousands of US dollars). The fair value of the obligations, calculated using
      current rates for loans with similar maturities, does not differ materially
      from
      the amounts presented below.


2006
                  
                  
                  2007
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  Thereafter
                  
                  
                  TotalLong-term
                      debt:Fixed
                      rate obligations 1
                  
                  $
                  2,950
                  
                  
                  $
                  2,946
                  
                  
                  $
                  2,817
                  
                  
                  $
                  2,812
                  
                  
                  $
                  2,800
                  
                  
                  $
                  3,372
                  
                  
                  $
                  17,697(British
                    Pound Denominated)Variable
                      rate obligations2
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  5,403
                  
                  
                  $
                  5,403(British
                    Pound Denominated)
 1Represents
          principal
          payments scheduled to be made to lenders plus interest on the fixed-rate
          portion
          of debt.
 2Represents
          the
          principal payment obligations as the interest payment obligations are not
          known.
  The
          fixed
          rate principal payment obligation bears interest at rates that range from
          2.68%
          to 5.36%.Amounts are attributable to the borrowings of the
          Trust’s RUK operations, and not the Trust itself. The borrowings above are
          stated gross and are subject to minority interests. The Trust’s interest, after
          taking into account minority interests, is approximately
          69.6%.





**Other
      Market Risk Disclosures**




The investment of the Trust in NEH, Indeck Maine, Maine Hydro and US Hydro
      are
      accounted for by the Trust using the equity method of accounting so instruments
      of these entities affecting the market risk of the Trust are not consolidated
      into the financial statements of the Trust.




Indeck Maine has a loan facility with Commerce bank which bore interest at
      a
      fixed rate and also has an agreement to finance equipment. In addition, Indeck
      Maine has notes payable that were due to Indeck, Trust and Trust IV
      (“Members”). The notes to Members are payable on demand and are subordinate to
      the loan facility with Commerce bank. US Hydro has a term loan facility a
      portion of which bore interest at fixed rates with the remaining portion bearing
      interest at variable rates. Maine Hydro has various loan agreements aggregating
      from two to four years to purchase vehicles. NEH loans has an Egyptian pound
      -denominated term loan facility a portion of which bore interest at fixed rates
      with the remaining portion bearing interest at variable rates set from
      time-to-time based on a premium over widely recognized indices.




**ITEM
      8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA**




The
      consolidated financial statements
      of the Trust, including the notes thereto and the report thereon, are presented
      beginning at page F-1 of this Form 10-K.




**ITEM
      9.  CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**




As
      reported on a Form 8-K filed with the SEC on June 14, 2006, the Managing
      Shareholder of the Trust dismissed Perelson Weiner, LLP (“Perelson Weiner”) as
      the Trust’s independent registered public accountants effective June 8, 2006.
      Perelson Weiner was engaged as the independent accountants of the Trust as
      of
      January 14, 2004 after the Trust dismissed PricewaterhouseCoopers LLP (“PWC”) as
      its independent accountants, as reported on a Form 8-K filed by the Trust with
      the SEC on January 20, 2004.




For
      the
      period January 14, 2004 through June 8, 2006, there were no
      (1) disagreements with Perelson Weiner on any matter of accounting
      principles or practices, financial statement disclosure, or auditing scope
      or
procedures,
      which disagreements if not resolved to their satisfaction would have caused
      them
      to make reference to the subject matter of the disagreements in their report
      on
      the Trust’s financial statements, or (2) “reportable events,” as defined in Item
      304(a)(1)(v) of Regulation S-K, other than as follows:




43
 Table
            of Contents





A.  Disagreements




1.    Perelson
      Weiner identified an un-reconciled difference of $604,000 in trade accounts
      payable that related to a prior year. Of this amount, the Trust estimated that
      $331,000 was an amount due to an affiliate and that this change would result
      in
      a corresponding increase in the Trust’s equity income from, and investment in,
      an affiliate of approximately $166,000. In addition, $273,000 was an adjustment
      to power sales contracts.




2.  Perelson
      Weiner questioned the allocation of purchase price related to the initial
      recognition of the Trust’s investment in Indeck Maine to property, plant and
      equipment.




B.   Reportable
      Events




Perelson
      Weiner identified the following material deficiencies in disclosure controls
      and
      procedures, which are reportable events: (i) a lack of automation and
      integration in the Trust’s accounting and financial reporting software, which
      caused the Trust to be unable to timely comply with its financial reporting
      responsibilities, (ii) a lack of sufficient personnel with relevant experience
      to maintain and operate the Trust’s accounting and financial reporting software
      and to develop and administer additional disclosure controls and procedures
      to
      enable the Trust to comply on a timely basis with its financial reporting
      obligations, (iii) disclosure controls and procedures that were insufficient
      to
      enable the Trust to meet its financial reporting and disclosure obligations
      in
      an accurate and timely manner, and (iv) deficiencies in the Trust’s disclosure
      controls and procedures for its foreign operations, including insufficient
      procedures relating to the preparation of financial statements for the Trust’s
      U.K. operations and insufficient administration and reporting of contractual
      relationships in connection with the Trust’s Egyptian operations, resulting in
      the Trust’s inability to timely receive audited financial statements relating to
      its U.K. and Egyptian operations.




See
      Footnote 2 to the Trust’s
      Consolidated Financial Statements appearing elsewhere in this Form 10-K for
      a
      discussion of restatements to its Previously Issued Financial
      Statements.




For
      the
      year ended December 31, 2002 and for the period through January 14, 2004, there
      were no (1) disagreements with PWC on any matter of accounting principles
      or practices, financial statement disclosure, or auditing scope or procedures,
      which disagreements if not resolved to their satisfaction would have caused
      them
      to make reference to the subject matter of the disagreements in their report
      on
      the Trust’s financial statements, or (2) “reportable events,” as defined in Item
      304(a)(1)(v) of Regulation S-K.




As
      reported on a Form 8-K filed on July 13, 2006, the Managing Shareholder of
      the
      Trust appointed Grant Thornton LLP as the Trust’s independent registered public
      accounting firm effective July 12, 2006.




44
 Table
            of Contents





**I****TE****M
      9A.  CONTROLS AND
      PROCEDURES**




In
      accordance with Rule 13a-15(b) of the Exchange Act, the Trust’s management, with
      the participation of its Chief Executive Officer and Chief Financial Officer,
      evaluates the effectiveness of the Trust’s disclosure controls and procedures. A
      system of disclosure controls and procedures is designed to ensure that
      information required to be disclosed by a registrant in reports filed with
      the
      Exchange Act are recorded, processed, summarized and reported within the time
      periods specified in the applicable rules and forms. This includes disclosure
      controls and procedures designed to ensure that information required to be
      disclosed by a registrant is accumulated and communicated to senior management
      so as to allow timely decisions regarding required disclosure. A review of
      these
      controls and procedures was done by the Trust as of December 31, 2003 and
      revealed material weaknesses in the Trust’s disclosure controls and procedures.
      Additional reviews were conducted as of the end of each of the periods ended
      March 31, 2004, June 30, 2004, September 30, 2004, December 31, 2004, March
      31,
      2005, June 30, 2005, September 30, 2005 and December 31, 2005. Those reviews
      identified and noted the continued existence of the following material
      weaknesses:




(i)
            a
                lack of sufficient personnel with relevant experience to develop,
                administer and monitor disclosure controls and procedures to enable
                the
                Trust to comply efficiently, or on a timely basis, with its financial
                reporting obligations,




(ii)
            inadequate
                disclosure controls and procedures, including inadequate record retention
                and review policies, over both foreign and US operations, that would
                enable the Trust to meet its financial reporting and disclosure
                obligations in an efficient and timely
                manner.




As
      a
      result of these weaknesses, the Trust has not timely met its reporting
      obligations under the Exchange Act. Additionally, upon further examination
      of
      the Trust’s previously issued financial statements, various accounting errors
      were identified. As reported under Item 4.02 of the Form 8-K filed by the Trust
      on July 17, 2007, management of the Trust concluded that the Trust’s previously
      issued financial statements for the periods ending March 31, 2003, June 30,
      2003
      and September 30, 2003 should no longer be relied upon and should be restated
      to
      correct for identified errors detected by management.




The
      primary cause of the above weaknesses was a lack of sufficiently qualified
      personnel. The Trust has implemented the following to address the above
      weaknesses:




·
            Increased
                the number of degreed accountants. Additional staff expansion is
                underway.




·
            Engaged
                a national accounting firm to review procedures and controls over
                financial reporting. The firm made a report to the Managing Shareholder
                in
                May 2006, which has implemented some of the firm’s recommendations, and is
                in the process of evaluating the remaining
                recommendations.




·
            In
                August 2006, engaged a national accounting firm to supply accounting
                personnel to assist while personnel hiring is underway. The work
                performed
                by the firm is under the direct supervision of the Trust’s Chief Financial
                Officer and Controller.




·
            In
                May 2007, the Trust appointed a new Chief Financial Officer who is
                a
                Certified Public Accountant with approximately 29 years of professional
                accounting experience, including prior experiences as a financial
                officer
                of publicly traded companies.




The
      Trust
      believes that the completion of the expansion of the accounting and financial
      reporting staff and implementation of recommended procedures will mitigate
      the
      above weaknesses. However, due to the Trust’s delinquencies in meeting its
      filing deadlines under the Exchange Act, the Trust expects these deficiencies
      to
      continue to be material weaknesses at least until such time as the Trust is
      no
      longer delinquent in its Exchange Act filings.




45
 Table
            of Contents





The
      Trust
      previously identified material weaknesses regarding system automation and
      identification of material transactions relating to periods ending December
      31,
      2004 and prior. The Trust implemented changes in internal control to address
      those weaknesses. As a result of the implemented controls, the Trust no longer
      considers those items to be material weaknesses.




Trust
      management, under the supervision of its Chief Executive Officer, has evaluated
      the effectiveness of the Trust’s disclosure controls and procedures as of the
      end of each of the periods covered by this report pursuant to Rule 13a-15(b)
      under the Exchange Act and concluded that, as of the end of each of the periods
      covered by this report, because of the material weaknesses noted above, the
      Trust’s disclosure controls and procedures were not effective.




**ITEM
      9B.  OTHER INFORMATION; UNREGISTERED SALES OF EQUITY
      SECURITIES AND USE OF PROCEEDS; DEFAULTS UPON SENIOR
      SECURITIES**




None.





**PART
      III**




**ITEM
      10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
      REGISTRANT**




The
      Trust’s Managing Shareholder, Ridgewood Renewable Power, LLC, 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, 60President
                and Chief Executive Officer
            2004Robert
                E. Swanson, 60Chairman
            1997Jeffrey
                H. Strasberg, 50Executive
                Vice President and Chief Financial Officer (1)
            2007Daniel
                V. Gulino, 46Senior
                Vice President, General Counsel and Secretary
            2000Douglas
                R. Wilson, 47Executive
                Vice President and Chief Financial Officer (1)
            2005




(1)
      Mr.
      Strasberg replaced Mr. Wilson as Executive Vice President and Chief Financial
      Officer on May 2, 2007.




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 since January 2006 and served as Chief Operating Officer of the Trust
      from
      January 2004 until January 2006. Mr. Holmes has also served as the President
      and
      Chief Operating Officer of the Managing Shareholder, and affiliated Power Trusts
      and LLCs since January 2004. 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. He has maintained a minor consulting relationship with DRM in which
      he may act as a paid advisor to DRM on certain matters that are unrelated to
      Ridgewood. Such relationship will not require a significant amount of Mr.
      Holmes’ time and it is expected that such relationship will not adversely affect
      his duties as President and Chief Executive Officer. 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.


46
 Table
            of Contents





**Robert
      E. Swanson** has served as Chairman of the Trust, the Managing
      Shareholder and affiliated Power Trusts and LLCs 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 President
      and 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 of the Trust, the
      Managing Shareholder, and affiliated Power Trusts and LLCs since May 2007.
      Mr.
      Strasberg also serves as Senior Vice President and Chief Financial Officer
      of
      Ridgewood Capital and affiliated LLCs 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 Power Trusts and LLCs 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 LLCs 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
      School of Law.




**Douglas
      R. Wilson** served as Executive Vice President and Chief Financial
      Officer of the Trust, the Managing Shareholder and affiliated Power Trusts
      and
      LLCs from April 2005 until May 2007. Mr. Wilson continues to serve the Managing
      Shareholder as Executive Vice President and Chief Development Officer. Mr.
      Wilson has been associated with the Ridgewood group of companies as a consultant
      and advisor since 1996 performing investment evaluation, structuring and
      execution services for the trusts and entities managed by Ridgewood Capital
      LLC.
      From May of 2002, until its sale in 2007, Mr. Wilson has served as a Director,
      CEO and Finance Director for CLPE Holdings. Mr. Wilson is a graduate of the
      University of Texas at Arlington and has an MBA from the Wharton School at
      the
      University of Pennsylvania.





**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
      generally 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 to not 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.


47
 Table
            of Contents





The
      Managing Shareholder is also 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”.




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 Securities Exchange Act of 1934, as amended, 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. Based on a review of the copies of
      reports furnished or otherwise available to the Trust, the Trust believes that
      during the years ended December 31, 2005, 2004 and 2003, the Trust did not
      meet
      its filing requirements; however, all such required reports have since been
      filed with the SEC.




**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.




**ITEM
      11.  EXECUTIVE COMPENSATION**




Except
      as
      noted below, the executive officers of the Trust do not receive compensation
      directly from the Trust. They provide managerial services to the Trust in
      accordance with the terms of the Trust’s LLC operating agreement with the
      Managing Shareholder. 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 funds managed by the Managing Shareholder and
      its
      affiliates.




Prior
      to
      becoming executive officers of the Trust, Randall D. Holmes and Douglas R.
      Wilson became vested participants in a CLP management incentive program.
      Additionally, Mr. Wilson continued serving as an officer with CLP after becoming
      an executive officer of the Trust. Bonus amounts presented below represent
      compensation received by Messrs. Holmes and Wilson from CLP during years in
      which they were also executive officers of the Trust. Bonus amounts represent
      formula-based payments under the CLP management incentive program. Mr. Wilson’s
      salary was paid pursuant to the terms of his Service Agreement with CLP, as
      discussed below. The compensation described in this table does not include
      benefits generally available to other CLP salaried employees.




48
 Table
            of Contents




Annual
                CompensationName
                and Principal Position
            
            Year
            
            Salary
              ($)
            
            
            Bonus
              ($)Randall
                D. Holmes
            
            2005
            
            
            -
            
            
            
            26,399President
                and Chief Executive
              Officer
                (1)
            
            2004
            
            
            -
            
            
            
            23,341Douglas
                R. Wilson
            
            2005
            
            
            163,472
            
            
            
            116,749Former
                Executive Vice President
              and
                Chief Financial Officer (2)







(1)
            Mr.
                Holmes became an executive officer of the Trust in January
                2004.




(2)
            Mr.
                Wilson served as an executive officer of the Trust from April 2005
                to May
                2007.




Upon
      the
      sale of CLP in February 2007 (as discussed under Item 1. “Business”), each of
      Mr. Wilson’s employment with CLP, and Messrs. Holmes’ and Wilson’s participation
      in the CLP management plan, was terminated.




The
      Managing Shareholder is entitled to receive management fees from the Trust
      and
      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” for more information regarding Managing
      Shareholder compensation and payments to affiliated entities.




**Employment
      Contracts, Termination of Employment and Change of Control
      Arrangements**




In
      October 2004, Douglas R. Wilson, who at such time was not serving as an
      executive officer of the Trust or of the Managing Shareholder but who
      subsequently served as the Chief Financial Officer of each of the Trust and
      the
      Managing Shareholder, entered into a Service Agreement with CLP pursuant to
      which Mr. Wilson served as Chief Executive Officer and Finance Director of
      CLP
      Envirogas Limited (“Envirogas”), a subsidiary of CLP. The Service Agreement
      provided for a term that was originally to expire on December 31, 2005, but
      was
      later extended until termination of the agreement in February 2007, as discussed
      below. The Services Agreements provided for Mr. Wilson to receive a base salary
      of £250,000, except that upon his appointment as an executive officer of the
      Trust, Mr. Wilson’s annual salary payable by CLP was reduced to £75,000 per
      annum. Mr. Wilson entered into a Compromise Agreement with CLP, dated February
      22, 2007, pursuant to which the Service Agreement and Mr. Wilson’s employment
      with Envirogas were terminated by mutual agreement as of such date.




**I**T**EM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED SECURITY HOLDER MATTERS**




The
      following table sets forth information with respect to the beneficial ownership
      of the Trust’s Investor Shares as of December 31, 2005 (no person owns more than
      5%) by:




·
            each
                executive officer (there are no directors) of the Trust;
                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 932.8875 Investor
      Shares outstanding at December 31, 2005. Other than the below, no officer and
      director owns any shares of the Trust.








49
 Table
          of Contents


**Name
                of beneficial owner**
            
            **Number**
              **of
                shares (1)**
            
            
            **Percent**Ridgewood
                Renewable Power LLC (Managing Shareholder)
              Robert
                E. Swanson,  controlling member
            
            
            1.66
            
            
            
            *Robert
                E. Swanson, Chairman
            
            
            .15
            
            
            
            *Executive
                officers as a group
            
            
            1.81
            
            
            
            *





*           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”. Its 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 at Item 13. “Certain
                Relationships and Related
                Transactions”.





**ITEM
      13.  CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS**





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. In return, the Trust is obligated to pay the
      Managing Shareholder an annual management fee equal to 2.5% of the total
      contributed capital of the Trust, or $2,332,000 annually, as compensation for
      such services. 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.





The
      Managing Shareholder waived its right to receive $1,837,000 in management fee
      for 2005. For 2004 and 2003, the Managing Shareholder waived 50% of the
      management fee due in such years (or $1,166,000 in each year). The Trust
      recorded these waived management fees as deemed capital contributions in the
      periods in which the fees were accrued. The shareholders of the Trust other
      than
      the Managing Shareholder were allocated 99% of each contribution and the
      Managing Shareholder was allocated 1% so that the amount of the contribution
      allocated offset the amount of the expense initially accrued. For the years
      ended December 31, 2005, 2004 and 2003, the Trust made management fee payments
      to the Managing Shareholder of $495,000, $750,000 and $540,000, respectively.
      Unpaid management fees that accrued during the years ended December 31, 2004,
      2003 and 2002 of $416,000, $626,000 and $476,000, respectively, were forgiven
      by
      the Managing Shareholder in the fourth quarter of 2005 and were recorded as
      capital contributions at that time in the manner described above.





For
      the
      years ended December 31, 2005, 2004 and 2003, the Trust accrued interest expense
      of $263,000, $217,000 and $151,000, respectively, on accrued but unpaid
      management fees. Such interest has been either waived or forgiven by the
      Managing Shareholder in the same manner and timing described above with respect
      to the management fees giving rise to the interest accrual.





Under
      the
      Management Agreement with the Managing Shareholder, Ridgewood Power Management
      (“RPM”), an entity related to the Managing Shareholder through common ownership,
      provides management, purchasing, engineering, planning and administrative
      services to the projects operated by the Trust.





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%
      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
      were $19,000, $14,000 and $9,000 for each of the three years ended December
      31,
      2005, 2004 and 2003, respectively. The Trust has not yet reached
      Payout.





50
 Table
          of Contents


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.





On
      June
      26, 2003, the Managing Shareholder, entered into a Revolving Credit and Security
      Agreement with Wachovia Bank, National Association. The agreement, as amended,
      allows the Managing Shareholder to obtain loans and letters of credit of up
      to
      $6,000,000 for the benefit of the Trust and trusts that it manages. As part
      of
      the agreement, the Trust agreed to limitations on its ability to incur
      indebtedness, liens and to provide guarantees.





Prior
      to
      becoming an Executive Officer of the Trust, Randall D. Holmes became an owning
      member of SHG Dubai Holdings, LLC, a 40% owner of Ridgewood Water Management
      FZCO (“RWM”), an affiliate of the Trust. During the years 2003 and 2004, REFI
      advanced $577,914 and $1,217,635 to RWM, which was used for development efforts.
      During the year ended December 31, 2005, RWM returned $594,094 to REFI. Mr.
      Holmes has not received any compensation from RWM.





**ITEM
      14.  PRINCIPAL ACCOUNTANT FEES AND
      SERVICES**




The
      following table presents fees and
      services rendered by Grant Thornton LLP, the Trust’s principal accountant, for
      the years ended December 31, 2005, 2004 and 2003 (in thousands).




2005
            
            
            2004
            
            
            2003Audit
                Fees*
            
            $
            762
            
            
            $
            762
            
            
            $
            981Audit-Related
                Fees
            
            
            -
            
            
            
            -
            
            
            
            -Tax
                Fees
            
            
            -
            
            
            
            -
            
            
            
            -All
                Other Fees
            
            
            -
            
            
            
            -
            
            
            
            -Total
            
            $
            762
            
            
            $
            762
            
            
            $
            981*
              These fees are being borne by the Managing Shareholder.




**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.




51
 Table
          of Contents




**PART
      IV**




**ITEM
      15. EXHIBITS AND FINANCIAL STATEMENT
      SCHEDULES**




(a)           **Financial
      Statements**




See
      the
      Index to Financial Statements on page F-1 of this report.





(b)           **Exhibits**





Exhibits
      required by Section 601 of Regulation S-K.





Exhibit
                No.
            
            Description3
            (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, 2003.3
            (i)(C)
            
            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
            (i)(D)
            
            Amendment
                No. 2 to 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
            (i)(E)
            
            Amendment
                No. 3 to 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
            (i)(F)
            
            Amendment
                No. 1 to the Declaration of Trust of the Registrant (incorporated
                by
                reference to the Registrant’s Proxy Statement filed with the SEC on
                November 5, 2001).3
            (i)(G)
            *
            Amendment
                to the Declaration of Trust of the Registrant effective January 1,
                2005.10.1
            
            #
            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.




52
 Table
          of Contents




Exhibit
              No.
            
            Description10.3
            
            
            Form
                of contracts and agreements between affiliates of CLPE Holdings Ltd.
                and
                each of (i) Ridgewood Renewable PowerBank I, LLC, (ii) Ridgewood
                Renewable
                PowerBank II, LLC, (iii) Ridgewood Renewable PowerBank III, LLC and
                (iv)
                Ridgewood Renewable PowerBank IV, LLC (incorporated by reference
                to the
                Annual Report on Form 10-K filed by the Registrant with the SEC on
                March
                1, 2006).10.4
            
            
            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).10.5
            
            
            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).10.6
            
            
            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).10.7
            
            
            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).10.8
            
            
            Agreement
                made on January 23, 2007 by and among Ridgewood UK LLC, Arbutus Energy
                Limited, Ridgewood ROC 2003 LLC, Ridgewood ROC II 2003 LLC, Ridgewood
                ROC
                III 2003 LLC, Ridgewood ROC IV 2004 LLC, and MEIF LG Energy Limited
                (incorporated by reference to Exhibit 10.1 to the Form 8-K filed
                by the
                Registrant with the SEC on January 29, 2007).10.9
            
            
            Sellers
                Agreement entered into as of January 23, 2007 by and among Ridgewood
                UK,
                LLC, and Ridgewood ROC 2003 LLC, Ridgewood ROC II 2003 LLC, Ridgewood
                ROC
                III 2003 LLC, Ridgewood ROC IV 2004 LLC, Arbutus Energy Limited,
                Ridgewood
                Renewable PowerBank LLC, Ridgewood Renewable PowerBank II LLC, Ridgewood
                Renewable PowerBank III LLC, Ridgewood Renewable PowerBank IV LLC,
                Ridgewood Electric Power Trust V, The Ridgewood Power Growth Trust,
                Ridgewood Renewable Power LLC and Ridgewood Management Corporation
                (incorporated by reference to Exhibit 10.2 to the Form 8-K filed
                by the
                Registrant with the SEC on January 29, 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.




53
 Table
          of Contents




Exhibit
              No.
            
            Description31.1
            
            *
            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.99.1
            
            *
            Financial
                statements of Indeck Maine Energy, LLC.99.2
            
            *
            Financial
                statements of Ridgewood US Hydro Corporation.99.3
            
            *
            Financial
                statements of Ridgewood Maine Hydro Partners,
                LP.


_____________________


*
            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.





(c)           **Financial
      Statement Schedules**





See
      Financial Statements and accompanying notes included in this
      report.





54
 Table
            of Contents





**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**Date: 
                September 27, 2007
            By:
            /s/ 
              Randall D. HolmesRandall
              D. HolmesChief
              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
            
            Chief
                  Executive
                  Officer
            
            September
                  27, 2007Randall
                  D. Holmes
            
            (Principal
              Executive Officer)/s/
                Jeffrey H.
                Strasberg
            
            Executive
                Vice
                President and Chief Financial Officer
            
            September
                  27, 2007Jeffrey
                  H. Strasberg
            
            (Principal
              Financial and Accounting Officer)**RIDGEWOOD
              RENEWABLE POWER LLC**(Managing
              Shareholder)By:
                /s/ Randall D. Holmes
            
            Chief
                  Executive Officer of Managing Shareholder
            
            September
                  27, 2007Randall
                D.
                Holmes





55
 Table
          of Contents





**RIDGEWOOD
        ELECTRIC POWER TRUST V**
 
 **INDEX
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 
 
 **Page**Report
                    of Independent Registered Public Accounting
                    Firm
              F-2Consolidated
                  Balance Sheets at December 31, 2005, 2004 and
                  2003
              F-3Consolidated
                    Statements of Operations and Comprehensive Loss
                    for the three years ended December 31, 2005
              F-4Consolidated
                  Statements of Changes in Shareholders’ Equity
                  (Deficit) for the three years ended December 31, 2005
              F-5Consolidated
                    Statements of Cash Flows for the three years ended
                    December 31, 2005
              F-6Consolidated
                  Balance Sheets (unaudited) at September 30, 2005,
                  June 30, 2005, March 31, 2005
              F-7Consolidated
                    Balance Sheets (unaudited) at September 30, 2004,
                    June 30, 2004, March 31, 2004
              F-8Consolidated
                  Balance Sheets (unaudited) at September 30, 2003,
                  June 30, 2003, March 31, 2003
              F-9Consolidated
                      Statements of Operations and Comprehensive
                      Loss (unaudited) for the nine and three months
                      ended
                  September
                    30, 2005, 2004 and 2003
              F-10Consolidated
                      Statements of Operations and Comprehensive
                      (Loss) Income (unaudited) for the six and three months
                      ended
                  June
                    30, 2005, 2004 and 2003
              F-11Consolidated
                      Statements of Operations and Comprehensive
                      Loss (unaudited) for the three months ended
                  March
                    31, 2005, 2004 and 2003
              F-12Consolidated
                      Statements of Changes in Shareholders’ Equity
                      (Deficit) (unaudited) for the three months,
                  six
                    months and nine months ended March 31,  June
                    30,  September 30, for 2003, 2004 and
                    2005
              F-13Consolidated
                    Statements of Cash Flows (unaudited) for the nine
                    months ended September 30, 2005, 2004 and 2003
              F-14Consolidated
                  Statements of Cash Flows (unaudited) for the six
                  months ended June 30, 2005, 2004 and 2003
              F-15Consolidated
                    Statements of Cash Flows (unaudited) for the
                    three months ended March 31, 2005, 2004 and 2003
              F-16Notes
                  to Consolidated Financial Statements
              F-17
 
 F-1
 Table
            of Contents
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM**
 
 
 The
        Managing Shareholder and Shareholders
 **Ridgewood
        Electric Power Trust V**
 
 
 We
        have
        audited the accompanying consolidated balance sheets of Ridgewood Electric
        Power
        Trust V (a Delaware trust) as of December 31, 2005, 2004 and 2003, and the
        related consolidated statements of operations, changes in shareholders’ equity,
        and cash flows for each of the three years in the period ended December 31,
        2005. 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 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 also 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.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of Ridgewood Electric Power
        Trust V as of December 31, 2005, 2004 and 2003, and the results of its
        operations and its cash flows for each of the three years in the period ended
        December 31, 2005, in conformity with accounting principles generally accepted
        in the United States of America.
 
 
 
 /s/
        GRANT
        THORNTON LLP
 Edison,
        New Jersey
 September
        27, 2007
 
 F-2
 Table
              of Contents
   Ridgewood
                    Electric Power Trust VConsolidated
                    Balance SheetsDecember
                    31,*(in
                    thousands, except share amounts)*
                
                2005
                
                
                2004
                
                
                2003ASSETSCurrent
                    assets:Cash
                    and cash equivalents
                
                $
                7,706
                
                
                $
                20,289
                
                
                $
                30,630Restricted
                    cash
                
                
                3,153
                
                
                
                3,228
                
                
                
                2,649Accounts
                    receivable
                
                
                2,654
                
                
                
                2,413
                
                
                
                1,813Unbilled
                    receivables
                
                
                4,753
                
                
                
                3,785
                
                
                
                2,423Due
                    from affiliates
                
                
                1,775
                
                
                
                862
                
                
                
                723Inventory
                
                
                746
                
                
                
                834
                
                
                
                465Prepaid
                    expenses and other current assets
                
                
                299
                
                
                
                556
                
                
                
                571Total
                    current assets
                
                
                21,086
                
                
                
                31,967
                
                
                
                39,274Notes
                    receivable
                
                
                4,926
                
                
                
                2,882
                
                
                
                2,416Investments
                
                
                8,633
                
                
                
                8,739
                
                
                
                9,765Plant
                    and equipment, net
                
                
                51,909
                
                
                
                52,048
                
                
                
                34,919Intangibles,
                    net
                
                
                13,368
                
                
                
                16,607
                
                
                
                18,073Deferred
                    financing costs, net
                
                
                481
                
                
                
                675
                
                
                
                760Other
                    assets
                
                
                285
                
                
                
                190
                
                
                
                -Total
                    assets
                
                $
                100,688
                
                
                $
                113,108
                
                
                $
                105,207LIABILITIES
                    AND SHAREHOLDERS' EQUITYCurrent
                    liabilities:Accounts
                    payable
                
                $
                2,406
                
                
                $
                1,701
                
                
                $
                3,405Accrued
                    expenses
                
                
                7,731
                
                
                
                4,285
                
                
                
                3,877Long-term
                    debt - current portion
                
                
                1,878
                
                
                
                1,893
                
                
                
                1,563Capital
                    lease obligations - current portion
                
                
                2,897
                
                
                
                1,832
                
                
                
                787Construction
                    advances - current portion
                
                
                578
                
                
                
                342
                
                
                
                338Due
                    to affiliates
                
                
                865
                
                
                
                3,388
                
                
                
                3,845Total
                    current liabilities
                
                
                16,355
                
                
                
                13,441
                
                
                
                13,815Long-term
                    debt - noncurrent portion
                
                
                16,936
                
                
                
                21,065
                
                
                
                21,193Capital
                    lease obligations - noncurrent portion
                
                
                26,898
                
                
                
                23,602
                
                
                
                9,693Construction
                    advances - noncurrent portion
                
                
                23,264
                
                
                
                35,685
                
                
                
                34,179Other
                    liabilities
                
                
                -
                
                
                
                59
                
                
                
                505Deferred
                    income taxes
                
                
                1,105
                
                
                
                960
                
                
                
                877Minority
                    interest
                
                
                476
                
                
                
                3,494
                
                
                
                5,715Total
                    liabilities
                
                
                85,034
                
                
                
                98,306
                
                
                
                85,977Commitments
                    and contingenciesShareholders’
                    equity:Shareholders’
                    equity (932.8875 Investor Shares issued andoutstanding)
                
                
                16,289
                
                
                
                15,446
                
                
                
                19,830Managing
                    shareholder’s accumulated deficit (1 managementshare
                    issued and outstanding)
                
                
                (635
                )
                
                
                (644
                )
                
                
                (600
                )Total
                    shareholders’ equity
                
                
                15,654
                
                
                
                14,802
                
                
                
                19,230Total
                    liabilities and shareholders’ equity
                
                $
                100,688
                
                
                $
                113,108
                
                
                $
                105,207
 
 
 *The
        accompanying notes are an integral part of these financial
        statements.*
  F-3
 Table
              of Contents
 Ridgewood
                    Electric Power Trust VConsolidated
                    Statements of Operations and Comprehensive LossYears
                    ended December 31,*(in
                    thousands, except per share amounts)*
                
                2005
                
                
                2004
                
                
                2003Revenues
                
                $
                32,359
                
                
                $
                22,878
                
                
                $
                13,729Cost
                    of revenues
                
                
                29,326
                
                
                
                20,295
                
                
                
                13,447Gross
                    profit
                
                
                3,033
                
                
                
                2,583
                
                
                
                282Operating
                    expenses:General
                    and administrative expenses
                
                
                674
                
                
                
                728
                
                
                
                705Management
                    fee to the Managing Shareholder
                
                
                2,332
                
                
                
                2,332
                
                
                
                2,332Impairment
                    of plant and equipment
                
                
                635
                
                
                
                500
                
                
                
                296Total
                    operating expenses
                
                
                3,641
                
                
                
                3,560
                
                
                
                3,333Loss
                    from operations
                
                
                (608
                )
                
                
                (977
                )
                
                
                (3,051
                )Other
                    income (expense):Interest
                    income
                
                
                680
                
                
                
                544
                
                
                
                288Interest
                    expense
                
                
                (5,452
                )
                
                
                (3,821
                )
                
                
                (2,282
                )Equity
                    in income (loss) of Maine Hydro
                
                
                616
                
                
                
                529
                
                
                
                (546
                )Equity
                    in income (loss) of Indeck Maine
                
                
                2,215
                
                
                
                (1,630
                )
                
                
                (821
                )Equity
                    in loss of NEH
                
                
                (95
                )
                
                
                (305
                )
                
                
                (542
                )Equity
                    in income (loss) of US Hydro
                
                
                250
                
                
                
                536
                
                
                
                (2,430
                )Other
                    expense, net
                
                
                (203
                )
                
                
                (766
                )
                
                
                (197
                )Total
                    other expense, net
                
                
                (1,989
                )
                
                
                (4,913
                )
                
                
                (6,530
                )Loss
                    before income tax and minority interest
                
                
                (2,597
                )
                
                
                (5,890
                )
                
                
                (9,581
                )Income
                    tax expense (benefit)
                
                
                261
                
                
                
                10
                
                
                
                (235
                )Loss
                    before minority interest
                
                
                (2,858
                )
                
                
                (5,900
                )
                
                
                (9,346
                )Minority
                    interest in the loss of subsidiaries
                
                
                1,218
                
                
                
                992
                
                
                
                934Net
                    loss
                
                
                (1,640
                )
                
                
                (4,908
                )
                
                
                (8,412
                )Foreign
                    currency translation adjustment
                
                
                (184
                )
                
                
                510
                
                
                
                192Comprehensive
                    loss
                
                $
                (1,824
                )
                
                $
                (4,398
                )
                
                $
                (8,220
                )Managing
                    Shareholder - Net loss
                
                $
                (16
                )
                
                $
                (49
                )
                
                $
                (84
                )Shareholders
                    - Net loss
                
                $
                (1,624
                )
                
                $
                (4,859
                )
                
                $
                (8,328
                )Net
                    loss per Investor Share
                
                $
                (1,740
                )
                
                $
                (5,208
                )
                
                $
                (8,927
                )
  
 *The
        accompanying notes are an integral part of these financial
        statements.*
  F-4
 Table
              of Contents
 Ridgewood
                    Electric Power Trust VConsolidated
                    Statements of Changes in Shareholders’ Equity (Deficit)Years
                    Ended December 31, 2005, 2004 and 2003*(in
                    thousands)*
                
                Shareholders'
                
                
                Managing
                    ShareholderShare
                    Capital and
                
                
                Accumulated
                    Other
                
                
                Total
                
                
                Share
                    Capital and
                
                
                Accumulated
                    Other
                
                
                Total
                    ManagingRetained
                
                
                Comprehensive
                
                
                Shareholders'
                
                
                Retained
                
                
                Comprehensive
                
                
                Shareholder'sEarnings
                    (Deficit)
                
                
                Income
                    (Loss)
                
                
                Equity
                
                
                Earnings
                    (Deficit)
                
                
                Income
                    (Loss)
                
                
                EquityBalance
                    January 1, 2003, restated
                
                $
                30,617
                
                
                $
                (2,087
                )
                
                $
                28,530
                
                
                $
                (254
                )
                
                $
                (258
                )
                
                $
                (512
                )Net
                    loss
                
                
                (8,328
                )
                
                
                -
                
                
                
                (8,328
                )
                
                
                (84
                )
                
                
                -
                
                
                
                (84
                )Foreign
                    currency translation adjustment
                
                
                -
                
                
                
                190
                
                
                
                190
                
                
                
                -
                
                
                
                2
                
                
                
                2Capital
                    contributions
                
                
                1,304
                
                
                
                -
                
                
                
                1,304
                
                
                
                13
                
                
                
                -
                
                
                
                13Cash
                    distributions
                
                
                (1,866
                )
                
                
                -
                
                
                
                (1,866
                )
                
                
                (19
                )
                
                
                -
                
                
                
                (19
                )Balance
                    at December 31, 2003
                
                
                21,727
                
                
                
                (1,897
                )
                
                
                19,830
                
                
                
                (344
                )
                
                
                (256
                )
                
                
                (600
                )Net
                    loss
                
                
                (4,859
                )
                
                
                -
                
                
                
                (4,859
                )
                
                
                (49
                )
                
                
                -
                
                
                
                (49
                )Foreign
                    currency translation adjustment
                
                
                -
                
                
                
                505
                
                
                
                505
                
                
                
                -
                
                
                
                5
                
                
                
                5Capital
                    contributions
                
                
                1,369
                
                
                
                -
                
                
                
                1,369
                
                
                
                14
                
                
                
                -
                
                
                
                14Cash
                    distributions
                
                
                (1,399
                )
                
                
                -
                
                
                
                (1,399
                )
                
                
                (14
                )
                
                
                -
                
                
                
                (14
                )Balance
                    at December 31, 2004
                
                
                16,838
                
                
                
                (1,392
                )
                
                
                15,446
                
                
                
                (393
                )
                
                
                (251
                )
                
                
                (644
                )Net
                    loss
                
                
                (1,624
                )
                
                
                -
                
                
                
                (1,624
                )
                
                
                (16
                )
                
                
                -
                
                
                
                (16
                )Foreign
                    currency translation adjustment
                
                
                -
                
                
                
                (182
                )
                
                
                (182
                )
                
                
                -
                
                
                
                (2
                )
                
                
                (2
                )Capital
                    contributions
                
                
                3,582
                
                
                
                -
                
                
                
                3,582
                
                
                
                36
                
                
                
                -
                
                
                
                36Cash
                    distributions
                
                
                (933
                )
                
                
                -
                
                
                
                (933
                )
                
                
                (9
                )
                
                
                -
                
                
                
                (9
                )Balance
                    at December 31, 2005
                
                $
                17,863
                
                
                $
                (1,574
                )
                
                $
                16,289
                
                
                $
                (382
                )
                
                $
                (253
                )
                
                $
                (635
                )
 
 
 *The
        accompanying notes are an integral part of these financial
        statements.*
 F-5
 Table
              of Contents
 Ridgewood
                    Electric Power Trust VConsolidated
                    Statements of Cash FlowsYears
                    ended December 31,*(in
                    thousands)*
                
                2005
                
                
                2004
                
                
                2003Cash
                    flows from operating activities:Net
                    loss
                
                $
                (1,640
                )
                
                $
                (4,908
                )
                
                $
                (8,412
                )Adjustments
                    to reconcile net loss to net cash provided by (used in)
                  operating
                    activities:Depreciation
                    and amortization
                
                
                6,233
                
                
                
                5,292
                
                
                
                3,675Management
                    fee and related interest forgiveness
                
                
                2,100
                
                
                
                1,383
                
                
                
                1,317Impairment
                    of plant and equipment
                
                
                635
                
                
                
                500
                
                
                
                296Loss
                    on sale leaseback
                
                
                203
                
                
                
                880
                
                
                
                -Amortization
                    of deferred financing costs
                
                
                129
                
                
                
                141
                
                
                
                131Interest
                    income on notes receivable
                
                
                (339
                )
                
                
                (171
                )
                
                
                (104
                )Minority
                    interest in the loss of subsidiaries
                
                
                (1,218
                )
                
                
                (992
                )
                
                
                (934
                )Deferred
                    income taxes
                
                
                261
                
                
                
                10
                
                
                
                (130
                )Equity
                    interest in (income) loss of:Maine
                    Hydro
                
                
                (616
                )
                
                
                (529
                )
                
                
                546Indeck
                    Maine
                
                
                (2,215
                )
                
                
                1,630
                
                
                
                821NEH
                
                
                95
                
                
                
                305
                
                
                
                542US
                    Hydro
                
                
                (250
                )
                
                
                (536
                )
                
                
                2,430Cash
                    distributions from Maine Hydro
                
                
                842
                
                
                
                877
                
                
                
                603Cash
                    distributions from US Hydro
                
                
                1,674
                
                
                
                -
                
                
                
                -Changes
                    in operating assets and liabilities:Accounts
                    receivable
                
                
                (528
                )
                
                
                (427
                )
                
                
                2,018Unbilled
                    receivables
                
                
                (1,451
                )
                
                
                (1,104
                )
                
                
                (2,228
                )Inventory
                
                
                (1
                )
                
                
                (314
                )
                
                
                (70
                )Prepaid
                    expenses and other current assets
                
                
                212
                
                
                
                58
                
                
                
                (416
                )Other
                    assets
                
                
                (95
                )
                
                
                (190
                )
                
                
                -Accounts
                    payable
                
                
                893
                
                
                
                (1,957
                )
                
                
                1,699Accrued
                    expenses
                
                
                4,127
                
                
                
                95
                
                
                
                1,896Due
                    to/from affiliates, net
                
                
                (1,929
                )
                
                
                (120
                )
                
                
                1,179Other
                    liabilities
                
                
                (55
                )
                
                
                (463
                )
                
                
                385Total
                    adjustments
                
                
                8,707
                
                
                
                4,368
                
                
                
                13,656Net
                    cash provided by (used in) operating activities
                
                
                7,067
                
                
                
                (540
                )
                
                
                5,244Cash
                    flows from investing activities:Capital
                    expenditures
                
                
                (11,014
                )
                
                
                (16,303
                )
                
                
                (14,322
                )Loans
                    to Indeck Maine
                
                
                (1,000
                )
                
                
                (1,000
                )
                
                
                (300
                )Net
                    cash used in investing activities
                
                
                (12,014
                )
                
                
                (17,303
                )
                
                
                (14,622
                )Cash
                    flows from financing activities:Repayments
                    of term loan
                
                
                (1,789
                )
                
                
                (1,611
                )
                
                
                (1,140
                )Proceeds
                    from construction advances
                
                
                -
                
                
                
                12,100
                
                
                
                41,474Repayment
                    of capital lease obligations
                
                
                (1,499
                )
                
                
                (1,126
                )
                
                
                (93
                )Restricted
                    cash
                
                
                (285
                )
                
                
                (341
                )
                
                
                (367
                )Cash
                    distributions to minority interest
                
                
                (1,621
                )
                
                
                (2,027
                )
                
                
                (1,362
                )Cash
                    distributions to shareholders
                
                
                (942
                )
                
                
                (1,413
                )
                
                
                (1,885
                )Net
                    cash (used in) provided by financing activities
                
                
                (6,136
                )
                
                
                5,582
                
                
                
                36,627Effect
                    of exchange rate on cash and cash equivalents
                
                
                (1,500
                )
                
                
                1,920
                
                
                
                2,480Net
                    (decrease) increase in cash and cash equivalents
                
                
                (12,583
                )
                
                
                (10,341
                )
                
                
                29,729Cash
                    and cash equivalents, beginning of period
                
                
                20,289
                
                
                
                30,630
                
                
                
                901Cash
                    and cash equivalents, end of period
                
                $
                7,706
                
                
                $
                20,289
                
                
                $
                30,630Supplemental
                    disclosure of cash flow information:Interest
                    paid
                
                $
                4,079
                
                
                $
                3,920
                
                
                $
                2,006Supplemental
                    disclosure of noncash investing and financing activitiesEquipment
                    acquired under non-affiliated capital leases
                
                $
                -
                
                
                $
                728
                
                
                $
                559Construction
                    advances converted to capital leases
                
                
                8,337
                
                
                
                14,083
                
                
                
                10,582Noncash
                    sale of 50% interest in Spanish business
                
                
                -
                
                
                
                -
                
                
                
                1,371Distribution
                    to members declared in 2003 but paid in 2004
                
                
                -
                
                
                
                -
                
                
                
                1,143Distribution
                    to minority interest declared in 2003 but paid in 2004
                
                
                -
                
                
                
                -
                
                
                
                144
  *The
        accompanying notes are an integral part of these financial
        statements.*
 F-6
 Table
              of Contents
 Ridgewood
                    Electric Power Trust VConsolidated
                    Balance Sheets (unaudited)*(in
                    thousands, except share amounts)*
                
                2005September
                    30
                
                
                June
                    30
                
                
                March
                    31ASSETSCurrent
                    assets:Cash
                    and cash equivalents
                
                $
                10,550
                
                
                $
                13,821
                
                
                $
                15,987Restricted
                    cash
                
                
                3,197
                
                
                
                3,240
                
                
                
                3,338Accounts
                    receivable
                
                
                2,571
                
                
                
                2,725
                
                
                
                2,517Unbilled
                    receivables
                
                
                4,378
                
                
                
                4,453
                
                
                
                4,234Due
                    from affiliates
                
                
                1,248
                
                
                
                1,130
                
                
                
                1,271Inventory
                
                
                873
                
                
                
                846
                
                
                
                792Prepaid
                    expenses and other current assets
                
                
                458
                
                
                
                544
                
                
                
                295Total
                    current assets
                
                
                23,275
                
                
                
                26,759
                
                
                
                28,434Notes
                    receivable
                
                
                4,825
                
                
                
                3,569
                
                
                
                2,378Investments
                
                
                7,383
                
                
                
                7,334
                
                
                
                9,171Plant
                    and equipment, net
                
                
                51,943
                
                
                
                53,827
                
                
                
                52,626Intangibles,
                    net
                
                
                14,071
                
                
                
                14,793
                
                
                
                15,794Deferred
                    financing costs, net
                
                
                524
                
                
                
                568
                
                
                
                625Other
                    assets
                
                
                285
                
                
                
                285
                
                
                
                254Total
                    assets
                
                $
                102,306
                
                
                $
                107,135
                
                
                $
                109,282LIABILITIES
                    AND SHAREHOLDERS' EQUITYCurrent
                    liabilities:Accounts
                    payable
                
                $
                2,121
                
                
                $
                3,367
                
                
                $
                1,447Accrued
                    expenses
                
                
                7,246
                
                
                
                6,709
                
                
                
                5,374Long-term
                    debt - current portion
                
                
                1,924
                
                
                
                1,902
                
                
                
                1,980Capital
                    lease obligations - current portion
                
                
                2,880
                
                
                
                2,767
                
                
                
                2,425Construction
                    advances - current portion
                
                
                317
                
                
                
                136
                
                
                
                23Due
                    to affiliates
                
                
                3,354
                
                
                
                2,892
                
                
                
                4,200Total
                    current liabilities
                
                
                17,842
                
                
                
                17,773
                
                
                
                15,449Long-term
                    debt - noncurrent portion
                
                
                17,350
                
                
                
                18,766
                
                
                
                19,538Capital
                    lease obligations - noncurrent portion
                
                
                28,146
                
                
                
                28,383
                
                
                
                24,075Construction
                    advances - noncurrent portion
                
                
                24,107
                
                
                
                25,944
                
                
                
                33,517Deferred
                    income taxes
                
                
                1,032
                
                
                
                931
                
                
                
                790Minority
                    interest
                
                
                1,068
                
                
                
                2,161
                
                
                
                2,756Total
                    liabilities
                
                
                89,545
                
                
                
                93,958
                
                
                
                96,125Commitments
                    and contingenciesShareholders’
                    equity:Shareholders’
                    equity (932.8875 Investor Shares issued and
                  outstanding)
                
                
                13,426
                
                
                
                13,838
                
                
                
                13,818Managing
                    shareholder’s accumulated deficit (1 management
                  share
                    issued and outstanding)
                
                
                (665
                )
                
                
                (661
                )
                
                
                (661
                )Total
                    shareholders’ equity
                
                
                12,761
                
                
                
                13,177
                
                
                
                13,157Total
                    liabilities and shareholders’ equity
                
                $
                102,306
                
                
                $
                107,135
                
                
                $
                109,282
  *The
        accompanying notes are an integral part of these financial
        statements.*
 
 F-7
 Table
              of Contents
 Ridgewood
                    Electric Power Trust VConsolidated
                    Balance Sheets (unaudited)*(in
                    thousands, except share amounts)*
                
                2004September
                    30
                
                
                June
                    30
                
                
                March
                    31ASSETSCurrent
                    assets:Cash
                    and cash equivalents
                
                $
                23,120
                
                
                $
                15,876
                
                
                $
                19,437Restricted
                    cash
                
                
                2,983
                
                
                
                2,874
                
                
                
                2,877Accounts
                    receivable
                
                
                3,011
                
                
                
                2,112
                
                
                
                2,414Unbilled
                    receivables
                
                
                1,937
                
                
                
                2,715
                
                
                
                2,470Due
                    from affiliates
                
                
                3,566
                
                
                
                6,850
                
                
                
                10,306Inventory
                
                
                699
                
                
                
                547
                
                
                
                530Prepaid
                    expenses and other current assets
                
                
                623
                
                
                
                498
                
                
                
                19Total
                    current assets
                
                
                35,939
                
                
                
                31,472
                
                
                
                38,053Notes
                    receivable
                
                
                2,995
                
                
                
                3,308
                
                
                
                2,443Investments
                
                
                9,688
                
                
                
                9,957
                
                
                
                9,411Plant
                    and equipment, net
                
                
                45,143
                
                
                
                41,204
                
                
                
                37,884Intangibles,
                    net
                
                
                16,704
                
                
                
                17,192
                
                
                
                18,056Deferred
                    financing costs, net
                
                
                665
                
                
                
                703
                
                
                
                745Total
                    assets
                
                $
                111,134
                
                
                $
                103,836
                
                
                $
                106,592LIABILITIES
                    AND SHAREHOLDERS' EQUITYCurrent
                    liabilities:Accounts
                    payable
                
                $
                2,640
                
                
                $
                1,773
                
                
                $
                1,682Accrued
                    expenses
                
                
                3,522
                
                
                
                3,721
                
                
                
                4,755Long-term
                    debt - current portion
                
                
                1,768
                
                
                
                1,649
                
                
                
                1,605Capital
                    lease obligations - current portion
                
                
                1,982
                
                
                
                1,546
                
                
                
                1,051Construction
                    advances - current portion
                
                
                445
                
                
                
                347
                
                
                
                418Due
                    to affiliates
                
                
                5,272
                
                
                
                4,369
                
                
                
                3,983Total
                    current liabilities
                
                
                15,629
                
                
                
                13,405
                
                
                
                13,494Long-term
                    debt - noncurrent portion
                
                
                19,710
                
                
                
                20,698
                
                
                
                20,913Capital
                    lease obligations - noncurrent portion
                
                
                17,646
                
                
                
                16,029
                
                
                
                12,064Construction
                    advances - noncurrent portion
                
                
                38,032
                
                
                
                30,839
                
                
                
                35,750Other
                    liabilities
                
                
                185
                
                
                
                -
                
                
                
                -Deferred
                    income taxes
                
                
                892
                
                
                
                895
                
                
                
                902Minority
                    interest
                
                
                4,112
                
                
                
                4,883
                
                
                
                5,678Total
                    liabilities
                
                
                96,206
                
                
                
                86,749
                
                
                
                88,801Commitments
                    and contingenciesShareholders’
                    equity:Shareholders’
                    equity (932.8875 Investor Shares issued and
                  outstanding)
                
                
                15,571
                
                
                
                17,709
                
                
                
                18,406Managing
                    shareholder’s accumulated deficit (1 management
                  share
                    issued and outstanding)
                
                
                (643
                )
                
                
                (622
                )
                
                
                (615
                )Total
                    shareholders’ equity
                
                
                14,928
                
                
                
                17,087
                
                
                
                17,791Total
                    liabilities and shareholders’ equity
                
                $
                111,134
                
                
                $
                103,836
                
                
                $
                106,592
  *The
        accompanying notes are an integral part of these financial
        statements.*
  F-8
 Table
              of Contents
 Ridgewood
                      Electric Power Trust VConsolidated
                      Balance Sheets  (unaudited)*(in
                      thousands, except share amounts)*
                  
                  2003September
                      30
                  
                  
                  June
                      30
                  
                  
                  March
                      31ASSETS
                  
                  (Restated)
                  
                  
                  (Restated)
                  
                  
                  (Restated)Current
                      assets:Cash
                      and cash equivalents
                  
                  $
                  17,807
                  
                  
                  $
                  20,623
                  
                  
                  $
                  2,924Restricted
                      cash
                  
                  
                  2,464
                  
                  
                  
                  2,356
                  
                  
                  
                  2,230Accounts
                      receivable
                  
                  
                  1,303
                  
                  
                  
                  1,327
                  
                  
                  
                  1,178Unbilled
                      receivables
                  
                  
                  1,704
                  
                  
                  
                  -
                  
                  
                  
                  -Due
                      from affiliates
                  
                  
                  639
                  
                  
                  
                  708
                  
                  
                  
                  981Inventory
                  
                  
                  388
                  
                  
                  
                  334
                  
                  
                  
                  318Prepaid
                      expenses and other current assets
                  
                  
                  459
                  
                  
                  
                  1,326
                  
                  
                  
                  1,141Total
                      current assets
                  
                  
                  24,764
                  
                  
                  
                  26,674
                  
                  
                  
                  8,772Notes
                      receivable
                  
                  
                  2,371
                  
                  
                  
                  2,352
                  
                  
                  
                  2,332Investments
                  
                  
                  12,214
                  
                  
                  
                  14,811
                  
                  
                  
                  14,126Plant
                      and equipment, net
                  
                  
                  27,600
                  
                  
                  
                  24,981
                  
                  
                  
                  23,416Intangibles,
                      net
                  
                  
                  17,356
                  
                  
                  
                  17,550
                  
                  
                  
                  17,301Deferred
                      financing costs, net
                  
                  
                  747
                  
                  
                  
                  774
                  
                  
                  
                  873Total
                      assets
                  
                  $
                  85,052
                  
                  
                  $
                  87,142
                  
                  
                  $
                  66,820LIABILITIES
                      AND SHAREHOLDERS' EQUITYCurrent
                      liabilities:Accounts
                      payable
                  
                  $
                  1,890
                  
                  
                  $
                  1,288
                  
                  
                  $
                  2,755Accrued
                      expenses
                  
                  
                  2,547
                  
                  
                  
                  2,786
                  
                  
                  
                  1,814Long-term
                      debt - current portion
                  
                  
                  889
                  
                  
                  
                  1,235
                  
                  
                  
                  1,228Capital
                      lease obligations - current portion
                  
                  
                  626
                  
                  
                  
                  294
                  
                  
                  
                  94Construction
                      advances - current portion
                  
                  
                  1,417
                  
                  
                  
                  11,499
                  
                  
                  
                  2,620Due
                      to affiliates
                  
                  
                  4,040
                  
                  
                  
                  3,843
                  
                  
                  
                  3,421Total
                      current liabilities
                  
                  
                  11,409
                  
                  
                  
                  20,945
                  
                  
                  
                  11,932Long-term
                      debt - noncurrent portion
                  
                  
                  20,442
                  
                  
                  
                  20,564
                  
                  
                  
                  19,575Capital
                      lease obligations - noncurrent portion
                  
                  
                  9,235
                  
                  
                  
                  3,914
                  
                  
                  
                  1,245Construction
                      advances - noncurrent portion
                  
                  
                  15,021
                  
                  
                  
                  7,733
                  
                  
                  
                  -Other
                      liabilities
                  
                  
                  570
                  
                  
                  
                  80
                  
                  
                  
                  76Deferred
                      income taxes
                  
                  
                  1,008
                  
                  
                  
                  968
                  
                  
                  
                  1,152Minority
                      interest
                  
                  
                  6,417
                  
                  
                  
                  7,497
                  
                  
                  
                  7,482Total
                      liabilities
                  
                  
                  64,102
                  
                  
                  
                  61,701
                  
                  
                  
                  41,462Commitments
                      and contingenciesShareholders’
                      equity:Shareholders’
                      equity (932.8875 Investor Shares issued
                    and
                      outstanding)
                  
                  
                  21,532
                  
                  
                  
                  25,979
                  
                  
                  
                  25,897Managing
                      shareholder’s accumulated deficit (1 management
                    share
                      issued and outstanding)
                  
                  
                  (582
                  )
                  
                  
                  (538
                  )
                  
                  
                  (539
                  )Total
                      shareholders’ equity
                  
                  
                  20,950
                  
                  
                  
                  25,441
                  
                  
                  
                  25,358Total
                      liabilities and shareholders’ equity
                  
                  $
                  85,052
                  
                  
                  $
                  87,142
                  
                  
                  $
                  66,820
 *The
        accompanying notes are an integral part of these financial
        statements.*
 F-9
 Table
              of Contents
 Ridgewood
                    Electric Power Trust VConsolidated
                    Statements of Operations and Comprehensive Loss
                    (unaudited)Nine
                    Months Ended September 30,
                
                
                Three
                    Months Ended September 30,*(in
                    thousands, except per share amounts)*
                
                2005
                
                
                2004
                
                
                2003
                
                
                2005
                
                
                2004
                
                
                2003(Restated)
                
                
                
                
                
                
                
                
                (Restated)Revenues
                
                $
                23,807
                
                
                $
                16,135
                
                
                $
                9,314
                
                
                $
                8,176
                
                
                $
                5,639
                
                
                $
                3,338Cost
                    of revenues
                
                
                21,331
                
                
                
                14,669
                
                
                
                9,468
                
                
                
                7,895
                
                
                
                5,321
                
                
                
                3,417Gross
                    profit (loss)
                
                
                2,476
                
                
                
                1,466
                
                
                
                (154
                )
                
                
                281
                
                
                
                318
                
                
                
                (79
                )Operating
                    expenses:General
                    and administrative expenses
                
                
                655
                
                
                
                440
                
                
                
                920
                
                
                
                257
                
                
                
                90
                
                
                
                580Management
                    fee to the Managing Shareholder
                
                
                1,749
                
                
                
                1,749
                
                
                
                1,749
                
                
                
                583
                
                
                
                583
                
                
                
                583Impairment
                    of plant and equipment
                
                
                -
                
                
                
                498
                
                
                
                292
                
                
                
                -
                
                
                
                -
                
                
                
                -Total
                    operating expenses
                
                
                2,404
                
                
                
                2,687
                
                
                
                2,961
                
                
                
                840
                
                
                
                673
                
                
                
                1,163Income
                    (loss) from operations
                
                
                72
                
                
                
                (1,221
                )
                
                
                (3,115
                )
                
                
                (559
                )
                
                
                (355
                )
                
                
                (1,242
                )Other
                    income (expense):Interest
                    income
                
                
                509
                
                
                
                351
                
                
                
                213
                
                
                
                177
                
                
                
                115
                
                
                
                117Interest
                    expense
                
                
                (4,030
                )
                
                
                (2,693
                )
                
                
                (1,190
                )
                
                
                (1,436
                )
                
                
                (1,106
                )
                
                
                (148
                )Equity
                    in income (loss) of Maine Hydro
                
                
                484
                
                
                
                616
                
                
                
                (107
                )
                
                
                (222
                )
                
                
                (5
                )
                
                
                (317
                )Equity
                    in income (loss) of Indeck Maine
                
                
                1,028
                
                
                
                (1,439
                )
                
                
                (248
                )
                
                
                1,478
                
                
                
                (347
                )
                
                
                (417
                )Equity
                    in loss (income) of NEH
                
                
                (107
                )
                
                
                (222
                )
                
                
                (246
                )
                
                
                12
                
                
                
                (95
                )
                
                
                5Equity
                    in income (loss) of US Hydro
                
                
                325
                
                
                
                484
                
                
                
                (1,894
                )
                
                
                (98
                )
                
                
                (78
                )
                
                
                (1,818
                )Other
                    (expense) income, net
                
                
                (205
                )
                
                
                16
                
                
                
                (134
                )
                
                
                (205
                )
                
                
                (32
                )
                
                
                (25
                )Other
                    expense, net
                
                
                (1,996
                )
                
                
                (2,887
                )
                
                
                (3,606
                )
                
                
                (294
                )
                
                
                (1,548
                )
                
                
                (2,603
                )Loss
                    before income tax and minority interest
                
                
                (1,924
                )
                
                
                (4,108
                )
                
                
                (6,721
                )
                
                
                (853
                )
                
                
                (1,903
                )
                
                
                (3,845
                )Income
                    tax expense (benefit)
                
                
                152
                
                
                
                7
                
                
                
                (208
                )
                
                
                121
                
                
                
                3
                
                
                
                (57
                )Loss
                    before minority interest
                
                
                (2,076
                )
                
                
                (4,115
                )
                
                
                (6,513
                )
                
                
                (974
                )
                
                
                (1,906
                )
                
                
                (3,788
                )Minority
                    interest in the loss of subsidiaries
                
                
                694
                
                
                
                660
                
                
                
                819
                
                
                
                577
                
                
                
                246
                
                
                
                216Net
                    loss
                
                
                (1,382
                )
                
                
                (3,455
                )
                
                
                (5,694
                )
                
                
                (397
                )
                
                
                (1,660
                )
                
                
                (3,572
                )Foreign
                    currency translation adjustment
                
                
                (188
                )
                
                
                95
                
                
                
                (432
                )
                
                
                (19
                )
                
                
                (28
                )
                
                
                23Comprehensive
                    loss
                
                $
                (1,570
                )
                
                $
                (3,360
                )
                
                $
                (6,126
                )
                
                $
                (416
                )
                
                $
                (1,688
                )
                
                $
                (3,549
                )Managing
                    Shareholder - Net loss
                
                $
                (14
                )
                
                $
                (35
                )
                
                $
                (57
                )
                
                $
                (4
                )
                
                $
                (17
                )
                
                $
                (36
                )Shareholders
                    - Net loss
                
                $
                (1,368
                )
                
                $
                (3,420
                )
                
                $
                (5,637
                )
                
                $
                (393
                )
                
                $
                (1,643
                )
                
                $
                (3,536
                )Net
                    loss per Investor Share
                
                $
                (1,467
                )
                
                $
                (3,667
                )
                
                $
                (6,043
                )
                
                $
                (421
                )
                
                $
                (1,762
                )
                
                $
                (3,791
                )
  *The
        accompanying notes are an integral part of these financial
        statements.*
 F-10
 Table
              of Contents
 Ridgewood
                    Electric Power Trust VConsolidated
                    Statements of Operations and Comprehensive Income (Loss)
                    (unaudited)*(in
                    thousands, except per share amounts)*
                
                Six
                    Months Ended June 30,
                
                
                Three
                    Months Ended June 30,2005
                
                
                2004
                
                
                2003
                
                
                2005
                
                
                2004
                
                
                2003(Restated)
                
                
                
                
                
                
                
                
                (Restated)Revenues
                
                $
                15,631
                
                
                $
                10,496
                
                
                $
                5,976
                
                
                $
                8,749
                
                
                $
                5,478
                
                
                $
                3,184Cost
                    of revenues
                
                
                13,436
                
                
                
                9,348
                
                
                
                6,051
                
                
                
                7,409
                
                
                
                4,628
                
                
                
                3,138Gross
                    profit (loss)
                
                
                2,195
                
                
                
                1,148
                
                
                
                (75
                )
                
                
                1,340
                
                
                
                850
                
                
                
                46Operating
                    expense:General
                    and administrative expenses
                
                
                398
                
                
                
                350
                
                
                
                340
                
                
                
                193
                
                
                
                139
                
                
                
                119Management
                    fee to the Managing Shareholder
                
                
                1,166
                
                
                
                1,166
                
                
                
                1,166
                
                
                
                583
                
                
                
                583
                
                
                
                583Impairment
                    of plant and equipment
                
                
                -
                
                
                
                498
                
                
                
                292
                
                
                
                -
                
                
                
                498
                
                
                
                292Total
                    operating expenses
                
                
                1,564
                
                
                
                2,014
                
                
                
                1,798
                
                
                
                776
                
                
                
                1,220
                
                
                
                994Income
                    (loss) from operations
                
                
                631
                
                
                
                (866
                )
                
                
                (1,873
                )
                
                
                564
                
                
                
                (370
                )
                
                
                (948
                )Other
                    income (expense):Interest
                    income
                
                
                332
                
                
                
                236
                
                
                
                96
                
                
                
                182
                
                
                
                150
                
                
                
                53Interest
                    expense
                
                
                (2,594
                )
                
                
                (1,587
                )
                
                
                (1,042
                )
                
                
                (1,361
                )
                
                
                (815
                )
                
                
                (571
                )Equity
                    in income of Maine Hydro
                
                
                706
                
                
                
                621
                
                
                
                210
                
                
                
                480
                
                
                
                555
                
                
                
                270Equity
                    in (loss) income of Indeck Maine
                
                
                (450
                )
                
                
                (1,092
                )
                
                
                169
                
                
                
                110
                
                
                
                (477
                )
                
                
                346Equity
                    in loss of NEH
                
                
                (119
                )
                
                
                (127
                )
                
                
                (251
                )
                
                
                (23
                )
                
                
                (62
                )
                
                
                (154
                )Equity
                    in income (loss) of US Hydro
                
                
                423
                
                
                
                562
                
                
                
                (76
                )
                
                
                237
                
                
                
                282
                
                
                
                349Other
                    income (expense), net
                
                
                -
                
                
                
                48
                
                
                
                (109
                )
                
                
                -
                
                
                
                (102
                )
                
                
                (100
                )Other
                    (expense) income, net
                
                
                (1,702
                )
                
                
                (1,339
                )
                
                
                (1,003
                )
                
                
                (375
                )
                
                
                (469
                )
                
                
                193(Loss)
                    income before income tax and minority interest
                
                
                (1,071
                )
                
                
                (2,205
                )
                
                
                (2,876
                )
                
                
                189
                
                
                
                (839
                )
                
                
                (755
                )Income
                    tax expense (benefit)
                
                
                31
                
                
                
                4
                
                
                
                (151
                )
                
                
                5
                
                
                
                2
                
                
                
                (90
                )(Loss)
                    income before minority interest
                
                
                (1,102
                )
                
                
                (2,209
                )
                
                
                (2,725
                )
                
                
                184
                
                
                
                (841
                )
                
                
                (665
                )Minority
                    interest in the loss (earnings) of subsidiaries
                
                
                117
                
                
                
                414
                
                
                
                603
                
                
                
                (13
                )
                
                
                231
                
                
                
                329Net
                    (loss) income
                
                
                (985
                )
                
                
                (1,795
                )
                
                
                (2,122
                )
                
                
                171
                
                
                
                (610
                )
                
                
                (336
                )Foreign
                    currency translation adjustment
                
                
                (169
                )
                
                
                123
                
                
                
                (455
                )
                
                
                (151
                )
                
                
                (94
                )
                
                
                419Comprehensive
                    (loss) income
                
                $
                (1,154
                )
                
                $
                (1,672
                )
                
                $
                (2,577
                )
                
                $
                20
                
                
                $
                (704
                )
                
                $
                83Managing
                    Shareholder - Net (loss) income
                
                $
                (10
                )
                
                $
                (18
                )
                
                $
                (21
                )
                
                $
                2
                
                
                $
                (6
                )
                
                $
                (3
                )Shareholders
                    - Net (loss) income
                
                $
                (975
                )
                
                $
                (1,777
                )
                
                $
                (2,101
                )
                
                $
                169
                
                
                $
                (604
                )
                
                $
                (333
                )Net
                    (loss) income per Investor Share
                
                $
                (1,045
                )
                
                $
                (1,905
                )
                
                $
                (2,252
                )
                
                $
                181
                
                
                $
                (647
                )
                
                $
                (357
                )
  *The
        accompanying notes are an integral part of these financial
        statements.*
 F-11
 Table
              of Contents
 Ridgewood
                    Electric Power Trust VConsolidated
                    Statements of Operations and Comprehensive Loss
                    (unaudited)*(in
                    thousands, except per share amounts)*
                
                Three
                    Months Ended March 31,2005
                
                
                2004
                
                
                2003(Restated)Revenues
                
                $
                6,882
                
                
                $
                5,018
                
                
                $
                2,792Cost
                    of revenues
                
                
                6,027
                
                
                
                4,720
                
                
                
                2,913Gross
                    profit (loss)
                
                
                855
                
                
                
                298
                
                
                
                (121
                )Operating
                    expense:General
                    and administrative expenses
                
                
                205
                
                
                
                211
                
                
                
                221Management
                    fee to the Managing Shareholder
                
                
                583
                
                
                
                583
                
                
                
                583Total
                    operating expenses
                
                
                788
                
                
                
                794
                
                
                
                804Income
                    (loss) from operations
                
                
                67
                
                
                
                (496
                )
                
                
                (925
                )Other
                    income (expense):Interest
                    income
                
                
                150
                
                
                
                86
                
                
                
                43Interest
                    expense
                
                
                (1,233
                )
                
                
                (772
                )
                
                
                (471
                )Equity
                    in income (loss) of Maine Hydro
                
                
                226
                
                
                
                66
                
                
                
                (60
                )Equity
                    in loss of Indeck Maine
                
                
                (560
                )
                
                
                (615
                )
                
                
                (177
                )Equity
                    in loss of NEH
                
                
                (96
                )
                
                
                (65
                )
                
                
                (97
                )Equity
                    in income (loss) of US Hydro
                
                
                186
                
                
                
                280
                
                
                
                (425
                )Other
                    income (expense), net
                
                
                -
                
                
                
                150
                
                
                
                (9
                )Other
                    expense, net
                
                
                (1,327
                )
                
                
                (870
                )
                
                
                (1,196
                )Loss
                    before income taxes and minority interest
                
                
                (1,260
                )
                
                
                (1,366
                )
                
                
                (2,121
                )Income
                    tax expense (benefit)
                
                
                26
                
                
                
                2
                
                
                
                (61
                )Loss
                    before minority interest
                
                
                (1,286
                )
                
                
                (1,368
                )
                
                
                (2,060
                )Minority
                    interest in the loss of subsidiaries
                
                
                130
                
                
                
                183
                
                
                
                274Net
                    loss
                
                
                (1,156
                )
                
                
                (1,185
                )
                
                
                (1,786
                )Foreign
                    currency translation adjustment
                
                
                (18
                )
                
                
                217
                
                
                
                (874
                )Comprehensive
                    loss
                
                $
                (1,174
                )
                
                $
                (968
                )
                
                $
                (2,660
                )Managing
                    Shareholder - Net loss
                
                $
                (12
                )
                
                $
                (12
                )
                
                $
                (18
                )Shareholders
                    - Net loss
                
                $
                (1,144
                )
                
                $
                (1,173
                )
                
                $
                (1,768
                )Net
                    loss per Investor Share
                
                $
                (1,227
                )
                
                $
                (1,258
                )
                
                $
                (1,895
                )
  *The
        accompanying notes are an integral part of these financial
        statements.*
 F-12
 Table
              of Contents
 Ridgewood
                    Electric Power Trust VConsolidated
                    Statements of Changes in Shareholders’ Equity (Deficit)Three
                    Months, Six Months and Nine Months Ended March, June and September
                    for
                    2003, 2004 and 2005 (unaudited)Shareholders'
                
                
                Managing
                    Shareholder(in
                    thousands)
                
                Share
                    Capital and
                
                
                Accumulated
                    Other
                
                
                Total
                
                
                Share
                    Capital and
                
                
                Accumulated
                    Other
                
                
                Total
                    ManagingRetained
                
                
                Comprehensive
                
                
                Shareholders'
                
                
                Retained
                
                
                Comprehensive
                
                
                Shareholder'sEarnings
                    (Deficit)
                
                
                Income
                    (Loss)
                
                
                Equity
                
                
                Earnings
                    (Deficit)
                
                
                Income
                    (Loss)
                
                
                Equity**Three
                    months ended 3/31/03**Balance
                    January 1, 2003, restated
                
                $
                30,617
                
                
                $
                (2,087
                )
                
                $
                28,530
                
                
                $
                (254
                )
                
                $
                (258
                )
                
                $
                (512
                )Net
                    loss
                
                
                (1,768
                )
                
                
                -
                
                
                
                (1,768
                )
                
                
                (18
                )
                
                
                -
                
                
                
                (18
                )Foreign
                    currency translation adjustment
                
                
                -
                
                
                
                (865
                )
                
                
                (865
                )
                
                
                -
                
                
                
                (9
                )
                
                
                (9
                )Balance
                    at March 31, 2003, restated
                
                $
                28,849
                
                
                $
                (2,952
                )
                
                $
                25,897
                
                
                $
                (272
                )
                
                $
                (267
                )
                
                $
                (539
                )**Six
                    months ended 6/30/03**Balance
                    January 1, 2003, restated
                
                $
                30,617
                
                
                $
                (2,087
                )
                
                $
                28,530
                
                
                $
                (254
                )
                
                $
                (258
                )
                
                $
                (512
                )Net
                    loss
                
                
                (2,101
                )
                
                
                -
                
                
                
                (2,101
                )
                
                
                (21
                )
                
                
                -
                
                
                
                (21
                )Foreign
                    currency translation adjustment
                
                
                -
                
                
                
                (450
                )
                
                
                (450
                )
                
                
                -
                
                
                
                (5
                )
                
                
                (5
                )Balance
                    at June 30, 2003, restated
                
                $
                28,516
                
                
                $
                (2,537
                )
                
                $
                25,979
                
                
                $
                (275
                )
                
                $
                (263
                )
                
                $
                (538
                )**Nine
                    months ended 9/30/03**Balance
                    January 1, 2003, restated
                
                $
                30,617
                
                
                $
                (2,087
                )
                
                $
                28,530
                
                
                $
                (254
                )
                
                $
                (258
                )
                
                $
                (512
                )Net
                    loss
                
                
                (5,637
                )
                
                
                -
                
                
                
                (5,637
                )
                
                
                (57
                )
                
                
                -
                
                
                
                (57
                )Foreign
                    currency translation adjustment
                
                
                -
                
                
                
                (428
                )
                
                
                (428
                )
                
                
                -
                
                
                
                (4
                )
                
                
                (4
                )Cash
                    Distributions
                
                
                (933
                )
                
                
                -
                
                
                
                (933
                )
                
                
                (9
                )
                
                
                -
                
                
                
                (9
                )Balance
                    at September 30, 2003, restated
                
                $
                24,047
                
                
                $
                (2,515
                )
                
                $
                21,532
                
                
                $
                (320
                )
                
                $
                (262
                )
                
                $
                (582
                )**Three
                    months ended 3/31/04**Balance
                    January 1, 2004
                
                $
                21,727
                
                
                $
                (1,897
                )
                
                $
                19,830
                
                
                $
                (344
                )
                
                $
                (256
                )
                
                $
                (600
                )Net
                    loss
                
                
                (1,173
                )
                
                
                -
                
                
                
                (1,173
                )
                
                
                (12
                )
                
                
                -
                
                
                
                (12
                )Foreign
                    currency translation adjustment
                
                
                -
                
                
                
                215
                
                
                
                215
                
                
                
                -
                
                
                
                2
                
                
                
                2Cash
                    Distributions
                
                
                (466
                )
                
                
                -
                
                
                
                (466
                )
                
                
                (5
                )
                
                
                -
                
                
                
                (5
                )Balance
                    at March 31, 2004
                
                $
                20,088
                
                
                $
                (1,682
                )
                
                $
                18,406
                
                
                $
                (361
                )
                
                $
                (254
                )
                
                $
                (615
                )**Six
                    months ended 6/30/04**Balance
                    January 1, 2004
                
                $
                21,727
                
                
                $
                (1,897
                )
                
                $
                19,830
                
                
                $
                (344
                )
                
                $
                (256
                )
                
                $
                (600
                )Net
                    loss
                
                
                (1,777
                )
                
                
                -
                
                
                
                (1,777
                )
                
                
                (18
                )
                
                
                -
                
                
                
                (18
                )Foreign
                    currency translation adjustment
                
                
                -
                
                
                
                122
                
                
                
                122
                
                
                
                -
                
                
                
                1
                
                
                
                1Cash
                    Distributions
                
                
                (466
                )
                
                
                -
                
                
                
                (466
                )
                
                
                (5
                )
                
                
                -
                
                
                
                (5
                )Balance
                    at June 30, 2004
                
                $
                19,484
                
                
                $
                (1,775
                )
                
                $
                17,709
                
                
                $
                (367
                )
                
                $
                (255
                )
                
                $
                (622
                )**Nine
                    months ended 9/30/04**
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -Balance
                    January 1, 2004
                
                $
                21,727
                
                
                $
                (1,897
                )
                
                $
                19,830
                
                
                $
                (344
                )
                
                $
                (256
                )
                
                $
                (600
                )Net
                    loss
                
                
                (3,420
                )
                
                
                -
                
                
                
                (3,420
                )
                
                
                (35
                )
                
                
                -
                
                
                
                (35
                )Foreign
                    currency translation adjustment
                
                
                -
                
                
                
                94
                
                
                
                94
                
                
                
                -
                
                
                
                1
                
                
                
                1Cash
                    Distributions
                
                
                (933
                )
                
                
                -
                
                
                
                (933
                )
                
                
                (9
                )
                
                
                -
                
                
                
                (9
                )Balance
                    at September 30, 2004
                
                $
                17,374
                
                
                $
                (1,803
                )
                
                $
                15,571
                
                
                $
                (388
                )
                
                $
                (255
                )
                
                $
                (643
                )**Three
                    months ended 3/31/05**Balance
                    January 1, 2005
                
                $
                16,838
                
                
                $
                (1,392
                )
                
                $
                15,446
                
                
                $
                (393
                )
                
                $
                (251
                )
                
                $
                (644
                )Net
                    loss
                
                
                (1,144
                )
                
                
                -
                
                
                
                (1,144
                )
                
                
                (12
                )
                
                
                -
                
                
                
                (12
                )Foreign
                    currency translation adjustment
                
                
                -
                
                
                
                (18
                )
                
                
                (18
                )
                
                
                -
                
                
                
                -
                
                
                
                -Cash
                    Distributions
                
                
                (466
                )
                
                
                -
                
                
                
                (466
                )
                
                
                (5
                )
                
                
                -
                
                
                
                (5
                )Balance
                    at March 31, 2005
                
                $
                15,228
                
                
                $
                (1,410
                )
                
                $
                13,818
                
                
                $
                (410
                )
                
                $
                (251
                )
                
                $
                (661
                )**Six
                    months ended 6/30/05**Balance
                    January 1, 2005
                
                $
                16,838
                
                
                $
                (1,392
                )
                
                $
                15,446
                
                
                $
                (393
                )
                
                $
                (251
                )
                
                $
                (644
                )Net
                    loss
                
                
                (975
                )
                
                
                -
                
                
                
                (975
                )
                
                
                (10
                )
                
                
                -
                
                
                
                (10
                )Foreign
                    currency translation adjustment
                
                
                -
                
                
                
                (167
                )
                
                
                (167
                )
                
                
                -
                
                
                
                (2
                )
                
                
                (2
                )Cash
                    Distributions
                
                
                (466
                )
                
                
                -
                
                
                
                (466
                )
                
                
                (5
                )
                
                
                -
                
                
                
                (5
                )Balance
                    at June 30, 2005
                
                $
                15,397
                
                
                $
                (1,559
                )
                
                $
                13,838
                
                
                $
                (408
                )
                
                $
                (253
                )
                
                $
                (661
                )**Nine
                    months ended 9/30/05**Balance
                    January 1, 2005
                
                $
                16,838
                
                
                $
                (1,392
                )
                
                $
                15,446
                
                
                $
                (393
                )
                
                $
                (251
                )
                
                $
                (644
                )Net
                    loss
                
                
                (1,368
                )
                
                
                -
                
                
                
                (1,368
                )
                
                
                (14
                )
                
                
                -
                
                
                
                (14
                )Foreign
                    currency translation adjustment
                
                
                -
                
                
                
                (186
                )
                
                
                (186
                )
                
                
                -
                
                
                
                (2
                )
                
                
                (2
                )Cash
                    Distributions
                
                
                (466
                )
                
                
                -
                
                
                
                (466
                )
                
                
                (5
                )
                
                
                -
                
                
                
                (5
                )Balance
                    at September 30, 2005
                
                $
                15,004
                
                
                $
                (1,578
                )
                
                $
                13,426
                
                
                $
                (412
                )
                
                $
                (253
                )
                
                $
                (665
                )
  
 *The
        accompanying notes are an integral part of these financial
        statements.*
 F-13
 Table
              of Contents
 Ridgewood
                    Electric Power Trust VConsolidated
                    Statements of Cash Flows (unaudited)*(in
                    thousands)*
                
                Nine
                    Months Ended September 30,2005
                
                
                2004
                
                
                2003(Restated)Cash
                    flows from operating activities:Net
                    loss
                
                $
                (1,382
                )
                
                $
                (3,455
                )
                
                $
                (5,694
                )Adjustments
                    to reconcile net loss to net cash provided by (used in)
                  operating
                    activities:Depreciation
                    and amortization
                
                
                4,681
                
                
                
                3,868
                
                
                
                2,706Impairment
                    of plant and equipment
                
                
                -
                
                
                
                498
                
                
                
                292Loss
                    on sale leaseback
                
                
                -
                
                
                
                102
                
                
                
                -Amortization
                    of deferred financing costs
                
                
                98
                
                
                
                105
                
                
                
                100Interest
                    income on notes receivable
                
                
                (238
                )
                
                
                (93
                )
                
                
                (58
                )Minority
                    interest in the loss of subsidiaries
                
                
                (694
                )
                
                
                (660
                )
                
                
                (819
                )Deferred
                    income taxes
                
                
                152
                
                
                
                7
                
                
                
                51Equity
                    interest in (income) loss of:Maine
                    Hydro
                
                
                (484
                )
                
                
                (616
                )
                
                
                107Indeck
                    Maine
                
                
                (1,028
                )
                
                
                1,439
                
                
                
                248NEH
                
                
                107
                
                
                
                222
                
                
                
                246US
                    Hydro
                
                
                (325
                )
                
                
                (484
                )
                
                
                1,894Cash
                    distributions from Maine Hydro
                
                
                842
                
                
                
                -
                
                
                
                -Cash
                    distributions from US Hydro
                
                
                1,674
                
                
                
                -
                
                
                
                -Changes
                    in operating assets and liabilities:Accounts
                    receivable
                
                
                (380
                )
                
                
                (1,191
                )
                
                
                2,372Unbilled
                    receivables
                
                
                (957
                )
                
                
                521
                
                
                
                (1,647
                )Inventory
                
                
                (115
                )
                
                
                (231
                )
                
                
                (23
                )Prepaid
                    expenses and other current assets
                
                
                56
                
                
                
                (46
                )
                
                
                (338
                )Other
                    assets
                
                
                (95
                )
                
                
                -
                
                
                
                -Accounts
                    payable
                
                
                583
                
                
                
                (812
                )
                
                
                412Accrued
                    expenses
                
                
                3,416
                
                
                
                (421
                )
                
                
                760Due
                    to/from affiliates, net
                
                
                (420
                )
                
                
                (814
                )
                
                
                2,001Other
                    liabilities
                
                
                (57
                )
                
                
                (330
                )
                
                
                473Total
                    adjustments
                
                
                6,816
                
                
                
                1,064
                
                
                
                8,777Net
                    cash provided by (used in) operating activities
                
                
                5,434
                
                
                
                (2,391
                )
                
                
                3,083Cash
                    flows from investing activities:Capital
                    expenditures
                
                
                (7,796
                )
                
                
                (11,692
                )
                
                
                (8,445
                )Loans
                    to Indeck Maine
                
                
                (1,000
                )
                
                
                (1,000
                )
                
                
                (300
                )Net
                    cash used in investing activities
                
                
                (8,796
                )
                
                
                (12,692
                )
                
                
                (8,745
                )Cash
                    flows from financing activities:Repayments
                    of term loan
                
                
                (1,812
                )
                
                
                (1,564
                )
                
                
                (1,257
                )Proceeds
                    from construction advances
                
                
                -
                
                
                
                11,803
                
                
                
                25,477Repayment
                    of capital lease obligations
                
                
                (991
                )
                
                
                (186
                )
                
                
                (57
                )Restricted
                    cash
                
                
                (255
                )
                
                
                (306
                )
                
                
                (343
                )Cash
                    distributions to minority interest
                
                
                (1,548
                )
                
                
                (1,704
                )
                
                
                (907
                )Cash
                    distributions to shareholders
                
                
                (471
                )
                
                
                (942
                )
                
                
                (942
                )Net
                    cash (used in) provided by financing activities
                
                
                (5,077
                )
                
                
                7,101
                
                
                
                21,971Effect
                    of exchange rate on cash and cash equivalents
                
                
                (1,300
                )
                
                
                472
                
                
                
                597Net
                    (decrease) increase in cash and cash equivalents
                
                
                (9,739
                )
                
                
                (7,510
                )
                
                
                16,906Cash
                    and cash equivalents, beginning of period
                
                
                20,289
                
                
                
                30,630
                
                
                
                901Cash
                    and cash equivalents, end of period
                
                $
                10,550
                
                
                $
                23,120
                
                
                $
                17,807Supplemental
                    disclosure of cash flow information:Interest
                    paid
                
                $
                2,814
                
                
                $
                1,563
                
                
                $
                1,320
 
 *The
        accompanying notes are an integral part of these financial
        statements.*
 F-14
 Table
              of Contents
 Ridgewood
                    Electric Power Trust VConsolidated
                    Statements of Cash Flows (unaudited)*(in
                    thousands)*
                
                Six
                    Months Ended June 30,2005
                
                
                2004
                
                
                2003(Restated)Cash
                    flows from operating activities:Net
                    loss
                
                $
                (985
                )
                
                $
                (1,795
                )
                
                $
                (2,122
                )Adjustments
                    to reconcile net loss to net cash provided by (used in)
                  operating
                    activities:Depreciation
                    and amortization
                
                
                3,052
                
                
                
                2,486
                
                
                
                1,806Impairment
                    of plant and equipment
                
                
                -
                
                
                
                498
                
                
                
                292Loss
                    on sale leaseback
                
                
                -
                
                
                
                102
                
                
                
                -Amortization
                    of deferred financing costs
                
                
                66
                
                
                
                70
                
                
                
                67Interest
                    income on notes receivable
                
                
                (137
                )
                
                
                (59
                )
                
                
                (39
                )Minority
                    interest in the loss of subsidiaries
                
                
                (117
                )
                
                
                (414
                )
                
                
                (603
                )Deferred
                    income taxes
                
                
                31
                
                
                
                4
                
                
                
                23Equity
                    interest in (income) loss of:Maine
                    Hydro
                
                
                (706
                )
                
                
                (621
                )
                
                
                (210
                )Indeck
                    Maine
                
                
                450
                
                
                
                1,092
                
                
                
                (169
                )NEH
                
                
                119
                
                
                
                127
                
                
                
                251US
                    Hydro
                
                
                (423
                )
                
                
                (562
                )
                
                
                76Cash
                    distributions from Maine Hydro
                
                
                842
                
                
                
                -
                
                
                
                -Cash
                    distributions from US Hydro
                
                
                1,674
                
                
                
                -
                
                
                
                -Changes
                    in operating assets and liabilities:Accounts
                    receivable
                
                
                (482
                )
                
                
                (271
                )
                
                
                2,336Unbilled
                    receivables
                
                
                (941
                )
                
                
                (254
                )
                
                
                -Inventory
                
                
                (67
                )
                
                
                (75
                )
                
                
                25Prepaid
                    expenses and other current assets
                
                
                (23
                )
                
                
                82
                
                
                
                (1,186
                )Other
                    assets
                
                
                (95
                )
                
                
                -
                
                
                
                -Accounts
                    payable
                
                
                1,833
                
                
                
                (1,696
                )
                
                
                (152
                )Accrued
                    expenses
                
                
                2,780
                
                
                
                (220
                )
                
                
                1,021Due
                    to/from affiliates, net
                
                
                (764
                )
                
                
                (4,755
                )
                
                
                1,692Other
                    liabilities
                
                
                (59
                )
                
                
                (517
                )
                
                
                -Total
                    adjustments
                
                
                7,033
                
                
                
                (4,983
                )
                
                
                5,230Net
                    cash provided by (used in) operating activities
                
                
                6,048
                
                
                
                (6,778
                )
                
                
                3,108Cash
                    flows from investing activities:Capital
                    expenditures
                
                
                (7,308
                )
                
                
                (7,197
                )
                
                
                (5,612
                )Loans
                    to Indeck Maine
                
                
                (1,000
                )
                
                
                (1,000
                )
                
                
                (300
                )Net
                    cash used in investing activities
                
                
                (8,308
                )
                
                
                (8,197
                )
                
                
                (5,912
                )Cash
                    flows from financing activities:Repayments
                    of term loan
                
                
                (871
                )
                
                
                (785
                )
                
                
                (589
                )Proceeds
                    from construction advances
                
                
                -
                
                
                
                2,737
                
                
                
                22,885Repayment
                    of capital lease obligations
                
                
                (530
                )
                
                
                (160
                )
                
                
                -Restricted
                    cash
                
                
                (224
                )
                
                
                (183
                )
                
                
                (262
                )Cash
                    distributions to minority interest
                
                
                (1,055
                )
                
                
                (1,545
                )
                
                
                -Cash
                    distributions to shareholders
                
                
                (471
                )
                
                
                (471
                )
                
                
                -Net
                    cash (used in) provided by financing activities
                
                
                (3,151
                )
                
                
                (407
                )
                
                
                22,034Effect
                    of exchange rate on cash and cash equivalents
                
                
                (1,057
                )
                
                
                628
                
                
                
                492Net
                    (decrease) increase in cash and cash equivalents
                
                
                (6,468
                )
                
                
                (14,754
                )
                
                
                19,722Cash
                    and cash equivalents, beginning of period
                
                
                20,289
                
                
                
                30,630
                
                
                
                901Cash
                    and cash equivalents, end of period
                
                $
                13,821
                
                
                $
                15,876
                
                
                $
                20,623Supplemental
                    disclosure of cash flow information:Interest
                    paid
                
                $
                1,608
                
                
                $
                1,140
                
                
                $
                851
  *The
        accompanying notes are an integral part of these financial
        statements.*
 
 F-15
 Table
              of Contents
 Ridgewood
                    Electric Power Trust VConsolidated
                    Statements of Cash Flows (unaudited)*(in
                    thousands)*
                
                Three
                    Months Ended March 31,2005
                
                
                2004
                
                
                2003(Restated)Cash
                    flows from operating activities:Net
                    loss
                
                $
                (1,156
                )
                
                $
                (1,185
                )
                
                $
                (1,786
                )Adjustments
                    to reconcile net loss to net cash provided by (used in)
                  operating
                    activities:Depreciation
                    and amortization
                
                
                1,490
                
                
                
                1,214
                
                
                
                932Amortization
                    of deferred financing costs
                
                
                33
                
                
                
                35
                
                
                
                33Interest
                    income on notes receivable
                
                
                (56
                )
                
                
                (26
                )
                
                
                (19
                )Minority
                    interest in the loss of subsidiaries
                
                
                (130
                )
                
                
                (183
                )
                
                
                (274
                )Deferred
                    income taxes
                
                
                (148
                )
                
                
                2
                
                
                
                255Equity
                    interest in (income) loss of:Maine
                    Hydro
                
                
                (226
                )
                
                
                (66
                )
                
                
                60Indeck
                    Maine
                
                
                560
                
                
                
                615
                
                
                
                177NEH
                
                
                96
                
                
                
                65
                
                
                
                97US
                    Hydro
                
                
                (186
                )
                
                
                (280
                )
                
                
                425Changes
                    in operating assets and liabilities:Accounts
                    receivable
                
                
                (164
                )
                
                
                (556
                )
                
                
                2,415Unbilled
                    receivables
                
                
                (545
                )
                
                
                18
                
                
                
                -Inventory
                
                
                22
                
                
                
                (53
                )
                
                
                27Prepaid
                    expenses and other current assets
                
                
                250
                
                
                
                570
                
                
                
                (1,050
                )Other
                    assets
                
                
                (63
                )
                
                
                -
                
                
                
                -Accounts
                    payable
                
                
                (210
                )
                
                
                (1,820
                )
                
                
                1,374Accrued
                    expenses
                
                
                1,182
                
                
                
                834
                
                
                
                148Due
                    to/from affiliates, net
                
                
                402
                
                
                
                (8,212
                )
                
                
                1,010Other
                    liabilities
                
                
                (51
                )
                
                
                (521
                )
                
                
                -Total
                    adjustments
                
                
                2,256
                
                
                
                (8,364
                )
                
                
                5,610Net
                    cash provided by (used in) operating activities
                
                
                1,100
                
                
                
                (9,549
                )
                
                
                3,824Cash
                    flows from investing activities:Capital
                    expenditures
                
                
                (2,784
                )
                
                
                (2,284
                )
                
                
                (4,545
                )Loans
                    to Indeck Maine
                
                
                -
                
                
                
                -
                
                
                
                (300
                )Net
                    cash used in investing activities
                
                
                (2,784
                )
                
                
                (2,284
                )
                
                
                (4,845
                )Cash
                    flows from financing activities:Repayments
                    of term loan
                
                
                (879
                )
                
                
                (853
                )
                
                
                (691
                )Proceeds
                    from construction advances
                
                
                -
                
                
                
                2,758
                
                
                
                4,031Repayment
                    of capital lease obligations
                
                
                (75
                )
                
                
                (147
                )
                
                
                -Restricted
                    cash
                
                
                (190
                )
                
                
                (158
                )
                
                
                (242
                )Cash
                    distributions to minority interest
                
                
                (529
                )
                
                
                (1,386
                )
                
                
                -Cash
                    distributions to shareholders
                
                
                (471
                )
                
                
                (471
                )
                
                
                -Net
                    cash (used in) provided by financing activities
                
                
                (2,144
                )
                
                
                (257
                )
                
                
                3,098Effect
                    of exchange rate on cash and cash equivalents
                
                
                (474
                )
                
                
                897
                
                
                
                (54
                )Net
                    (decrease) increase in cash and cash equivalents
                
                
                (4,302
                )
                
                
                (11,193
                )
                
                
                2,023Cash
                    and cash equivalents, beginning of period
                
                
                20,289
                
                
                
                30,630
                
                
                
                901Cash
                    and cash equivalents, end of period
                
                $
                15,987
                
                
                $
                19,437
                
                
                $
                2,924Supplemental
                    disclosure of cash flow information:Interest
                    paid
                
                $
                438
                
                
                $
                726
                
                
                $
                393
  *The
        accompanying notes are an integral part of these financial
        statements.*
 
 F-16
 Table
              of Contents
  **RIDGEWOOD
        ELECTRIC POWER TRUST V**
 **NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS**
 **(**dollar
        amounts in thousands, except per share amounts)
 
 
 **1.       
        DESCRIPTION OF BUSINESS**
 
 Ridgewood
        Electric Power Trust V (the "Trust") was formed as a Delaware trust in March
        1996. The Trust began offering shares on April 12, 1996 and concluded its
        offering on April 15, 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 (“RRP” or the “Managing Shareholder”).
 
 The
        Trust
        has been organized to invest primarily in independent power generation
        facilities, water desalinization plants and other infrastructure projects
        both
        in the US and abroad. The projects to be owned by the Trust may have
        characteristics that qualify the projects for government incentives. Among
        the
        possible incentives are ancillary revenue opportunities related to the fuel
        used
        by the power plants or tax incentives provided to projects in remote
        locations.
 
 The
        Trust’s accompanying consolidated financial statements include the financial
        statements of Ridgewood UK, LLC (“RUK”). The Trust’s consolidated financial
        statements also include the Trust’s 29.2% interest in Ridgewood US Hydro
        Corporation (“US Hydro”), 14.1% interest in Ridgewood Near East Holding LLC
        (“NEH”), 50% interest in Ridgewood Maine Hydro Partners, L.P. (“Maine Hydro”)
        and 25% interest in Ridgewood Indeck Maine Energy, LLC (“Indeck Maine”) which
        are accounted for under the equity method of accounting as the Trust has
        the
        ability to exercise significant influence but does not control the operating
        and
        financial policies of the entities mentioned above.
 
 The
        Trust
        owns 69.6% interest in RUK and the remaining 30.4% minority interest is owned
        by
        Ridgewood Power Growth Fund (the “Growth Fund”). The interest of the Growth Fund
        is presented as minority interest in the consolidated balance sheets and
        statements of operations.
 
 The
        Managing Shareholder performs (or arranges for the performance of) the operation
        and maintenance of the projects owned by the Trust and the management and
        administrative services required for Trust operations. Among other services,
        the
        Managing Shareholder administers the accounts and handles relations with
        the
        shareholders, including tax and other financial information. The Managing
        Shareholder also provides the Trust with office space, equipment and facilities
        and other services necessary for its operation.
 
 
 **2.        RESTATEMENT
        OF FINANCIALS STATEMENTS (UNAUDITED)**
 
 The
        Trust
        has identified a series of adjustments including the change in the amounts
        relating to the consolidation of RUK, change in the recognition of earnings
        and
        losses of US Hydro, NEH and Indeck Maine. In addition, the adjustments also
        include corrections in the accounting for the waiver of management fees payable
        to the Managing Shareholder of the Trust and accounting for professional
        services, which have resulted in the restatement of the previously issued
        financial statements for the quarters ended March 31, June 30, and September
        30,
        2003.
  
 F-17
 Table
              of Contents
 
 The
        tables below present the changes in financial statement line items between
        the
        Trust’s previously reported and restated balance sheets, statements of
        operations and cash flows. Explanatory comments follow the tables.
 
 **Quarterly
                  Balance Sheets**
              
              2003September
                  30
              
              
              June
                  30
              
              
              March
                  31ASSETSCash
                  and cash equivalents
              
              $
              (2,458
              )
              
              $
              (2,351
              )
              
              $
              (2,225
              )
              (H)Restricted
                  cash
              
              
              2,464
              
              
              
              2,356
              
              
              
              2,230
              
              (H)Accounts
                  receivables
              
              
              (3,431
              )
              
              
              (2,591
              )
              
              
              (2,245
              )
              (A)(H)Unbilled
                  receivables
              
              
              1,704
              
              
              
              -
              
              
              
              -
              
              (H)Due
                  from affiliates
              
              
              -
              
              
              
              (300
              )
              
              
              (300
              )
              (G)Inventory
              
              
              388
              
              
              
              334
              
              
              
              318
              
              (H)Prepaid
                  expenses and other current assets
              
              
              (42
              )
              
              
              890
              
              
              
              715
              
              (H)Notes
                  receivable
              
              
              2,371
              
              
              
              2,352
              
              
              
              2,332
              
              (G)(H)Investments
              
              
              (5,169
              )
              
              
              (2,998
              )
              
              
              (2,915
              )
              (D)(E)(F)(G)(H)Plant
                  and equipment, net
              
              
              1,192
              
              
              
              757
              
              
              
              891
              
              (A)(H)Intangibles,
                  net
              
              
              264
              
              
              
              256
              
              
              
              422
              
              (A)(H)Deferred
                  financing costs, net
              
              
              747
              
              
              
              774
              
              
              
              873
              
              (A)(H)Total
              
              $
              (1,970
              )
              
              $
              (521
              )
              
              $
              96LIABILITIES
                  AND SHAREHOLDERS' EQUITYAccounts
                  payable
              
              $
              (2,725
              )
              
              $
              (2,957
              )
              
              $
              (1,725
              )
              (A)(H)Accrued
                  expenses
              
              
              2,547
              
              
              
              2,786
              
              
              
              1,814
              
              (B)(H)Long-term
                  debt - current portion
              
              
              85
              
              
              
              85
              
              
              
              130
              
              (H)Capital
                  lease obligations - current portion
              
              
              626
              
              
              
              294
              
              
              
              94
              
              (A)(H)Construction
                  advances - current portion
              
              
              1,417
              
              
              
              11,499
              
              
              
              2,620
              
              (H)Due
                  to affiliates
              
              
              699
              
              
              
              67
              
              
              
              36
              
              (A)(C)Long-term
                  debt - noncurrent portion
              
              
              662
              
              
              
              689
              
              
              
              640
              
              (H)Capital
                  lease obligations - noncurrent portion
              
              
              9,235
              
              
              
              3,914
              
              
              
              1,245
              
              (A)(H)Construction
                  advances - noncurrent portion
              
              
              (11,336
              )
              
              
              (15,707
              )
              
              
              (3,958
              )
              (A)(H)Deferred
                  income taxes
              
              
              361
              
              
              
              192
              
              
              
              252
              
              (A)(H)Minority
                  interest
              
              
              (193
              )
              
              
              (106
              )
              
              
              (15
              )
              (A)Shareholders’
                  equity
              
              
              (3,348
              )
              
              
              (1,277
              )
              
              
              (1,037
              )
              (A)(B)(D)(E)(F)(G)Total
              
              $
              (1,970
              )
              
              $
              (521
              )
              
              $
              96
  **Quarterly
                    Statement of Operations**
                
                **2003**
                
                
                **2003****Nine
                    months ended**
                
                
                **Six
                    months ended**
                
                
                **Three
                    months ended**
                
                
                **Three
                    months ended**
                
                
                **Three
                    months ended****September
                    30**
                
                
                **June
                    30**
                
                
                **March
                    31**
                
                
                **September
                    30**
                
                
                **June
                    30**Revenues
                
                $
                (81
                )
                
                $
                (39
                )
                
                $
                25
                
                
                $
                (42
                )
                
                $
                (64
                )
                (H)Cost
                    of revenues
                
                
                251
                
                
                
                88
                
                
                
                (18
                )
                
                
                163
                
                
                
                106
                
                (A)(H)General
                    and administrative expenses
                
                
                (469
                )
                
                
                (76
                )
                
                
                (90
                )
                
                
                (393
                )
                
                
                14
                
                (A)(B)(H)Management
                    fee to the Managing Shareholder
                
                
                (583
                )
                
                
                -
                
                
                
                -
                
                
                
                (583
                )
                
                
                -
                
                (C)Impairment
                    of plant and equipment
                
                
                (292
                )
                
                
                (292
                )
                
                
                -
                
                
                
                -
                
                
                
                (292
                )
                (A)Loss
                    from operations
                
                
                (1,174
                )
                
                
                (319
                )
                
                
                (83
                )
                
                
                (855
                )
                
                
                (236
                )Interest
                    income
                
                
                (48
                )
                
                
                (4
                )
                
                
                3
                
                
                
                (44
                )
                
                
                (7
                )
                (H)Interest
                    expense
                
                
                825
                
                
                
                135
                
                
                
                (5
                )
                
                
                690
                
                
                
                140
                
                (A)(C)(H)Equity
                    in income (loss) of Maine Hydro
                
                
                2
                
                
                
                -
                
                
                
                (2
                )
                
                
                2
                
                
                
                2
                
                (E)Equity
                    in loss of Indeck Maine
                
                
                (152
                )
                
                
                (78
                )
                
                
                (6
                )
                
                
                (74
                )
                
                
                (72
                )
                (G)(H)Equity
                    in loss income of NEH
                
                
                (30
                )
                
                
                (29
                )
                
                
                (17
                )
                
                
                (1
                )
                
                
                (12
                )
                (F)Equity
                    in loss of US Hydro
                
                
                (2,513
                )
                
                
                (715
                )
                
                
                (715
                )
                
                
                (1,798
                )
                
                
                -
                
                (D)Other
                    expense, net
                
                
                (75
                )
                
                
                (75
                )
                
                
                -
                
                
                
                -
                
                
                
                (75
                )
                (A)Income
                    tax (benefit) expense
                
                
                (89
                )
                
                
                (13
                )
                
                
                61
                
                
                
                (76
                )
                
                
                (74
                )
                (A)Minority
                    interest in the (earnings) loss of subsidiaries
                
                
                (50
                )
                
                
                69
                
                
                
                (31
                )
                
                
                (119
                )
                
                
                100
                
                (A)Net
                    loss
                
                $
                (3,304
                )
                
                $
                (1,029
                )
                
                $
                (795
                )
                
                $
                (2,275
                )
                
                $
                (234
                )Managing
                  Shareholder - Net loss
                
                $
                (33
                )
                
                $
                (10
                )
                
                $
                (8
                )
                
                $
                (23
                )
                
                $
                (2
                )Shareholders
                  - Net loss
                
                $
                (3,271
                )
                
                $
                (1,019
                )
                
                $
                (787
                )
                
                $
                (2,252
                )
                
                $
                (232
                )Net
                  loss per Investor Share
                
                $
                (3,506
                )
                
                $
                (1,092
                )
                
                $
                (844
                )
                
                $
                (2,414
                )
                
                $
                (248
                )


F-18
 Table
              of Contents
 2003**Quarterly
                      Cash Flows**
                  
                  Nine
                      Months Ended
                  
                  
                  Six
                      Months Ended
                  
                  
                  Three
                      Months EndedSeptember
                      30
                  
                  
                  June
                      30
                  
                  
                  March
                      31Net
                      cash provided by operating activities
                  
                  $
                  2,478
                  
                  
                  $
                  2,011
                  
                  
                  $
                  3,045Net
                      cash used in investing activities
                  
                  
                  (2,132
                  )
                  
                  
                  (1,941
                  )
                  
                  
                  (2,904
                  )Net
                      cash provided by financing activities
                  
                  
                  (684
                  )
                  
                  
                  (329
                  )
                  
                  
                  (380
                  )Decrease
                      in exchange rate on cash and cash equivalents
                  
                  
                  (91
                  )
                  
                  
                  (62
                  )
                  
                  
                  44Net
                      decrease in cash and cash equivalents
                  
                  
                  (429
                  )
                  
                  
                  (321
                  )
                  
                  
                  (195
                  )Decrease
                      in cash and cash equivalents, beginning of period
                  
                  
                  (2,029
                  )
                  
                  
                  (2,030
                  )
                  
                  
                  (2,030
                  )Decrease
                      in cash and cash equivalents, end of period
                  
                  
                  (2,458
                  )
                  
                  
                  (2,351
                  )
                  
                  
                  (2,225
                  )
 (A)
              RUK
                  did not properly recognize certain differences between generally
                  accepted
                  accounting principles in the United States (“US GAAP”) and those of the
                  United Kingdom (“UK GAAP”), recognition of impairment of intangibles,
                  interest expense, income tax and corrections of errors in the timing
                  of
                  certain income and expense items. The difference includes the
                  capitalization and amortization of construction period interest
                  under US
                  GAAP versus the expensing of such interest under UK GAAP and will
                  be
                  characterized as intangible assets under US GAAP and are, therefore,
                  also
                  subject to amortization but at a different rate. As a result, the
                  Trust
                  recorded the following adjustments:
  2003September
                      30
                  
                  
                  June
                      30
                  
                  
                  March
                      31Accounts
                      receivable, decrease
                  
                  $
                  -
                  
                  
                  $
                  (647
                  )
                  
                  $
                  -Plant
                      and equipment, net, increase
                  
                  
                  188
                  
                  
                  
                  51
                  
                  
                  
                  9Intangibles,
                      net, decrease
                  
                  
                  (540
                  )
                  
                  
                  (540
                  )
                  
                  
                  (247
                  )Deferred
                      financing costs, net, increase
                  
                  
                  338
                  
                  
                  
                  142
                  
                  
                  
                  -Other
                      assets, decrease
                  
                  
                  (576
                  )
                  
                  
                  -
                  
                  
                  
                  -Accounts
                      payable, decrease
                  
                  
                  (134
                  )
                  
                  
                  (191
                  )
                  
                  
                  (250
                  )Capital
                      lease obligations - current portion, increase
                  
                  
                  308
                  
                  
                  
                  1,618
                  
                  
                  
                  -Due
                      to affiliates, increase
                  
                  
                  19
                  
                  
                  
                  14
                  
                  
                  
                  14Capital
                      lease obligations - noncurrent portion, increase
                  
                  
                  2,450
                  
                  
                  
                  -
                  
                  
                  
                  -Other
                      liabilities, decrease
                  
                  
                  (3,335
                  )
                  
                  
                  (2,189
                  )
                  
                  
                  -Deferred
                      income taxes, increase
                  
                  
                  51
                  
                  
                  
                  20
                  
                  
                  
                  24Minority
                      interest, decrease
                  
                  
                  (193
                  )
                  
                  
                  (106
                  )
                  
                  
                  (16
                  )Beginning
                      shareholders' equity, decrease
                  
                  
                  (31)
                  
                  
                  
                  (31
                  )
                  
                  
                  (31
                  )CTA,
                    increase (decrease)
                  
                  
                  186
                  
                  
                  
                  (23
                  )
                  
                  
                  (15
                  )Cost
                      of revenues, decrease
                  
                  
                  10
                  
                  
                  
                  7
                  
                  
                  
                  3General
                      and administrative expenses, decrease (increase)
                  
                  
                  -
                  
                  
                  
                  8
                  
                  
                  
                  (9
                  )Impairment
                      of plant and equipment, increase
                  
                  
                  (292
                  )
                  
                  
                  (292
                  )
                  
                  
                  -Interest
                      Expense, decrease
                  
                  
                  583
                  
                  
                  
                  189
                  
                  
                  
                  14Other
                      income, decrease
                  
                  
                  (75
                  )
                  
                  
                  (75
                  )
                  
                  
                  -Income
                      taxes, (decrease) increase
                  
                  
                  (89
                  )
                  
                  
                  (13
                  )
                  
                  
                  61Minority
                      interest, decrease (increase)
                  
                  
                  (48
                  )
                  
                  
                  70
                  
                  
                  
                  (33
                  )
  (B)
              In
                  the previously issued financial statements, the Trust accrued professional
                  service fees in the period to be audited or reviewed rather than
                  during
                  the period in which the services were performed. The Trust has
                  concluded
                  that such treatment is not in accordance with US GAAP. As a result,
                  the
                  Trust recorded the following
                  adjustments:
  2003September
                    30
                
                
                June
                    30
                
                
                March
                    31Accrued
                    liabilities, increase
                
                $
                112
                
                
                $
                119
                
                
                $
                124Beginning
                    Shareholders' equity, decrease
                
                
                (34
                )
                
                
                (34
                )
                
                
                (34
                )General
                    and administrative expenses, increase
                
                
                77
                
                
                
                84
                
                
                
                90
 
 F-19
 Table
              of Contents
  (C)
              Originally,
                  the Trust did not properly record the accrual, waiver and forgiveness
                  of
                  management fees (including the associated interest thereon) due
                  by the
                  Trust to the Managing Shareholder of the Trust. The Trust treated
                  the
                  waiver of management fees as a direct offset against the management
                  fee
                  expense in the period in which the waiver took place so that neither
                  the
                  fee nor the waiver appeared in the consolidated statement of operations
                  of
                  the Trust. The Trust made the adjustment by recording an accrual
                  of the
                  management fee expense in the period to which the accrual applies
                  and any
                  waiver or forgiveness treated as a capital contribution to the
                  Trust by
                  the Managing Shareholder. The contribution of the Managing Shareholder
                  was
                  also reallocated to the shareholders of the Trust in such a way
                  as to keep
                  the capital accounts of the shareholders in the Trust in the same
                  relationship to each other as they had been prior to the contribution
                  of
                  the management fee by the Managing
                  Shareholder.
  2003September
                    30
                
                
                June
                    30
                
                
                March
                    31Due
                    to affiliates,
                    increase
                
                $
                679
                
                
                $
                53
                
                
                $
                21Management
                    fee to the Managing Shareholder, increase
                
                
                583
                
                
                
                -
                
                
                
                -Interest
                    expense, increase
                
                
                96
                
                
                
                53
                
                
                
                21
  (D)
              The
                  Trust did not properly recognize its minority investment in US
                  Hydro due
                  to a change in the valuation of the assets acquired in the US Hydro
                  acquisition.  Previously, US Hydro valued acquired intangibles
                  for one of the projects based on the term of the related power
                  purchase
                  agreement instead of the shorter term of the related ground lease
                  for the
                  project. US Hydro also changed the valuations used previously to
                  record
                  the allocation of the purchase price among its assets. In addition,
                  in
                  2003, US Hydro recorded an impairment of goodwill resulting from
                  not
                  exercising the Internal Revenue Code Section 338 (h) (10) election
                  and
                  also recorded impairment of notes receivable resulting from a negotiated
                  settlement with Truckee-Carson Irrigation District. As a result,
                  the Trust
                  recorded the following adjustments.
  2003September
                    30
                
                
                June
                    30
                
                
                March
                    31Investments,
                    decrease
                
                $
                (2,527
                )
                
                $
                (730
                )
                
                $
                (729
                )Beginning
                    Shareholders' equity, decrease
                
                
                (14
                )
                
                
                (14
                )
                
                
                (14
                )Equity
                    in income from US Hydro, decrease
                
                
                (2,513
                )
                
                
                (716
                )
                
                
                (715
                )
  (E)
              The
                  Trust did not properly recognize its minority interest in Maine
                  Hydro due
                  to changes in the impairment of plant and equipment and correction of
                  errors of certain income and expense items. As a result, the Trust
                  recorded the following adjustments:
  2003September
                    30
                
                
                June
                    30
                
                
                March
                    31Investments,
                    decrease
                
                $
                (17
                )
                
                $
                (19
                )
                
                $
                (21
                )Beginning
                    Shareholders' equity, decrease
                
                
                (19
                )
                
                
                (19
                )
                
                
                (19
                )Equity
                    in income from Maine Hydro, increase (decrease)
                
                
                2
                
                
                
                -
                
                
                
                (2
                )
  
 F-20
 Table
              of Contents
 
 (F)
              The
                  Trust did not properly recognize its minority interest in NEH due
                  to
                  correction of errors relating to certain expense items such as
                  provision
                  and recovery of bad debts, depreciation expense and write-off of
                  prepaid
                  expenses. In addition, NEH originally recorded disbursements made
                  to one
                  of its investments in 2003 and the prior year as intercompany advances
                  instead of general and administrative expenses. To correct these
                  errors,
                  the Trust recorded the following
                  adjustments:
  2003September
                    30
                
                
                June
                    30
                
                
                March
                    31Investments,
                    decrease
                
                $
                (21
                )
                
                $
                (19
                )
                
                $
                (8
                )Beginning
                    Shareholders' equity, increase
                
                
                10
                
                
                
                10
                
                
                
                10CTA,
                    decrease
                
                
                (1
                )
                
                
                (1
                )
                
                
                (1
                )Equity
                    in income from NEH, decrease
                
                
                (30
                )
                
                
                (28
                )
                
                
                (17
                )
  (G)
              The
                  Trust did not properly recognize its minority interest in Indeck
                  Maine due
                  to timing of certain raw material purchases and operating expense
                  items.
                  The Trust also reclassified loans made to Indeck Maine and the
                  interest
                  accrued from the investment account to notes receivable. As a result,
                  the
                  Trust recorded the following
                  adjustments:
  2003September
                    30
                
                
                June
                    30
                
                
                March
                    31Due
                    from affiliates, decrease
                
                $
                -
                
                
                $
                (300
                )
                
                $
                (300
                )Notes
                    receivable, increase
                
                
                2,075
                
                
                
                2,075
                
                
                
                2,075Investments,
                    decrease
                
                
                (2,306
                )
                
                
                (1,953
                )
                
                
                (1,899
                )Beginning
                    Shareholders' equity, decrease
                
                
                (138
                )
                
                
                (138
                )
                
                
                (138
                )Equity
                    in income from Indeck Maine, (decrease) increase
                
                
                (93
                )
                
                
                (40
                )
                
                
                14
  (H)
              Certain
                  items in the previously issued financial statements for the 2003
                  quarters
                  have been reclassified to conform to the current year presentation.
                  These
                  reclassifications, presented below, had no effect on net income
                  (loss):
  2003September
                      30
                  
                  
                  June
                      30
                  
                  
                  March
                      31Cash,
                      decrease
                  
                  $
                  (2,458
                  )
                  
                  $
                  (2,351
                  )
                  
                  $
                  (2,225
                  )Restricted
                      cash, increase
                  
                  
                  2,464
                  
                  
                  
                  2,356
                  
                  
                  
                  2,230Accounts
                      receivable, decrease
                  
                  
                  (3,431
                  )
                  
                  
                  (1,944
                  )
                  
                  
                  (2,245
                  )Unbilled
                      receivables, increase
                  
                  
                  1,704
                  
                  
                  
                  -
                  
                  
                  
                  -Inventory,
                      increase
                  
                  
                  388
                  
                  
                  
                  334
                  
                  
                  
                  318Prepaid
                      expenses and other current assets, (decrease) increase
                  
                  
                  (42
                  )
                  
                  
                  890
                  
                  
                  
                  715Notes
                      receivable, increase
                  
                  
                  296
                  
                  
                  
                  277
                  
                  
                  
                  257Investments,
                      decrease
                  
                  
                  (296
                  )
                  
                  
                  (277
                  )
                  
                  
                  (257
                  )Plant
                      and equipment, net, increase
                  
                  
                  1,004
                  
                  
                  
                  706
                  
                  
                  
                  882Intangibles,
                      net, increase
                  
                  
                  803
                  
                  
                  
                  795
                  
                  
                  
                  669Deferred
                      financing costs, net, increase
                  
                  
                  409
                  
                  
                  
                  632
                  
                  
                  
                  873Other
                      assets, increase
                  
                  
                  576
                  
                  
                  
                  -
                  
                  
                  
                  -Accounts
                      payable, decrease
                  
                  
                  (2,590
                  )
                  
                  
                  (2,765
                  )
                  
                  
                  (1,475
                  )Accrued
                      expenses, increase
                  
                  
                  2,432
                  
                  
                  
                  2,667
                  
                  
                  
                  1,693Long-term
                      debt - current portion, increase
                  
                  
                  85
                  
                  
                  
                  85
                  
                  
                  
                  130Capital
                      lease obligations - current portion, increase (decrease)
                  
                  
                  318
                  
                  
                  
                  (1,324
                  )
                  
                  
                  94Construction
                      advances - current portion, increase
                  
                  
                  1,417
                  
                  
                  
                  11,499
                  
                  
                  
                  2,620Long-term
                      debt - noncurrent portion, increase
                  
                  
                  662
                  
                  
                  
                  689
                  
                  
                  
                  640Capital
                      lease obligations - noncurrent portion, increase
                  
                  
                  6,785
                  
                  
                  
                  3,914
                  
                  
                  
                  1,245Construction
                      advances - noncurrent portion, decrease
                  
                  
                  (11,336
                  )
                  
                  
                  (15,707
                  )
                  
                  
                  (3,958
                  )Other
                      liabilities, increase
                  
                  
                  3,335
                  
                  
                  
                  2,189
                  
                  
                  
                  -Deferred
                      income taxes, increase
                  
                  
                  309
                  
                  
                  
                  171
                  
                  
                  
                  228Revenues,
                      (decrease) increase
                  
                  
                  (81
                  )
                  
                  
                  (39
                  )
                  
                  
                  25Cost
                      of revenues, decrease (increase)
                  
                  
                  241
                  
                  
                  
                  81
                  
                  
                  
                  (21
                  )General
                      and administrative expenses (increase) decrease
                  
                  
                  (392
                  )
                  
                  
                  -
                  
                  
                  
                  9Interest
                      income, decrease
                  
                  
                  (48
                  )
                  
                  
                  (4
                  )
                  
                  
                  3Interest
                      expense, decrease
                  
                  
                  338
                  
                  
                  
                  -
                  
                  
                  
                  3Equity
                      in income (loss) of Indeck Maine, decrease
                  
                  
                  (58
                  )
                  
                  
                  (38
                  )
                  
                  
                  (19
                  )
  F-21
 Table
              of Contents
 
 The
        Trust
        restated 2002 amounts by decreasing Shareholders' equity as of January 1,
        2003
        by $226. The following is the summary of adjustments recorded that were made
        to
        equity as of January 1, 2003: (a) overstatement of investment in Maine Hydro
        of
        $19 (b) overstatement of investment in Indeck Maine of $138 (c) underaccrual
        of
        accounting fees of $131 (d) overstatement of investment in US Hydro of $14
        (e)
        understatement of shareholders’ equity related to NEH of $10 and (f)
        understatement of Shareholders' equity related to RUK, net of minority interest
        of $66.
 
 **3.         SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 
 *a)       Principles
        of Consolidation*
 
 The
        consolidated financial statements include the financial statements of the
        Trust
        and its majority-owned subsidiary. Minority interests of its majority-owned
        subsidiary are calculated based upon the respective minority interest ownership
        percentages. 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 has 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.
 
 *b)*
              *Use
                  of Estimates*
 
 The
        preparation of consolidated financial statements in accordance with accounting
        principles generally accepted in the United States of America requires the
        Trust
        to make estimates and judgments that affect the reported amounts of assets,
        liabilities, revenues and expenses, and related disclosure of contingent
        assets
        and liabilities. On an ongoing basis, the Trust evaluates its estimates,
        including accounts receivable, unbilled receivables, inventory, investments,
        recoverable value of plant and equipment, intangibles and recordable liabilities
        for litigation and other contingencies. The Trust bases its estimates 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 assumptions
        or
        conditions.
 
 *c)*
              *Revenue
                  Recognition*
 
 Power
        generation revenue is recorded in the month of delivery, based on the estimated
        volumes sold to customers at rates stipulated in the electricity sales
        contracts. Any adjustments needed to reflect actual volumes delivered are
        made
        when the actual volumetric information subsequently becomes available. Final
        billings do not vary significantly from estimates.
 
 *d)      
        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. Cash deposits including restricted
        cash held in foreign banks as of December 31, 2005, 2004 and 2003 exceeded
        the United Kingdom (“UK”) insured limits by $8,439, $20,560, and $33,026,
        respectively. Cash deposits held in US banks exceeded insured limits by $916
        as
        of December 31, 2005. All of the cash deposits held in US banks were fully
        insured as of December 31, 2004 and 2003.
 
 F-22
 Table
              of Contents
  e)      
Accounts
        Receivable
  Accounts
        receivable are recorded at invoice price in the period in which the related
        revenues are earned, and do not bear interest. No allowance for bad debt
        expense
        was provided based upon historical write-off experience, evaluation of customer
        credit condition and the general economic status of the customers.
 
 *f)*
              *Unbilled
                  Receivables*
 
 Unbilled
        receivables consist of revenue that has been earned but for which no invoices
        have been issued as the meter readings have not been certified by the customer
        or appropriate regulatory body. Power generation revenue is recorded in the
        month of delivery and meter certification can require a period of two to
        four
        months in the case of certifications required for the issuance of renewable
        obligation (“RO”) certificates.
  *g)*
                *Inventory*
 
 Inventory
        primarily consists of spare parts and materials used in the Trust’s operations.
        Inventories are stated at the lower of cost and net realizable value. An
        allowance is established for slow moving items on the basis of management’s
        review and assessment of inventory movements.
 
 *h)      
        Plant and Equipment*
 
 Plant
        and
        equipment, consisting of plant and machinery, vehicles, furniture and fixtures
        and construction in-process are stated at cost less accumulated depreciation.
        Renewals and betterments that increase the useful lives of the assets are
        capitalized. Repair and maintenance expenditures are expensed as incurred.
        Upon
        retirement or disposal of assets, the cost and related accumulated depreciation
        are removed from the consolidated balance sheets. The difference, if any,
        between the net asset value and any proceeds from such retirement or disposal
        is
        recorded as a gain or loss in the statement of operations.
 
 The
        Trust
        uses the straight-line method of depreciation over the estimated useful life
        of
        the assets:
 
 Plant
        and
        machinery                                                      15
        years
 Vehicles                                                                            
        4 years
 Furniture
        and
        fixtures                                                      4
        years
 
 *i)      
         Impairment of Long-Lived Assets and Intangibles*
 
 The
        Trust
        evaluates intangible assets and long-lived assets, such as plant and equipment,
        when events or changes in circumstances indicate that the carrying value
        of such
        assets may not be recoverable. The determination of whether an impairment
        has
        occurred is made by comparing the carrying value of an asset to the estimated
        undiscounted cash flows attributable to that asset. If an impairment has
        occurred, the impairment loss recognized is the amount by which the carrying
        value exceeds the estimated fair value of the asset, which is based on the
        estimated future cash flows discounted at the estimated cost of capital.
        The
        analysis requires estimates of the amount and timing of projected cash flows
        and, where applicable, judgments associated with, among other factors, the
        appropriate discount rate. Such estimates are critical in determining whether
        any impairment charge should be recorded and the amount of such charge if
        an
        impairment loss is deemed to be necessary.
 
 
 F-23
 Table
              of Contents
 *j)*
                *Sale
                    and Leaseback
                    Transactions*
  The
                  Trust accounts for the sale and leaseback of plant and equipment
                  in
                  accordance with Statement of Financial Accounting Standards (“SFAS”)
                  No. 98, *Accounting For Leases.* Losses on sale leaseback
                  transactions are recognized at the time of sale if the fair value
                  of the
                  plant and equipment sold is less than the un-depreciated cost of
                  the plant
                  and equipment. Gains on sale and leaseback transactions are deferred
                  and
                  amortized over the remaining lease
                  term.
 
 *k)*
              *Fair
                  Value of Financial Instruments*
 
 For
                  the years ended December 31, 2005, 2004 and 2003, the carrying
                  value of
                  the Trust’s cash and cash equivalents, accounts receivable, unbilled
                  receivable, inventory, accounts payable and accrued expenses approximates
                  their fair value. The fair value of the long-term debt, calculated
                  using
                  current rates for loans with similar maturities, does not differ
                  materially from its carrying value.
  *l)*
                  *Foreign
                      Currency Translation*
 The
        British Pound Sterling is the functional currency of the Trust’s foreign
        operation. The consolidated financial statements of the Trust’s non-United
        States subsidiary is translated into United States dollars. Assets and
        liabilities are translated into US dollars using the current exchange rates
        in
        effect at the balance sheet date, while revenues and expenses are translated
        using the average exchange rates during the applicable reporting
        period. The cumulative foreign currency translation adjustment is a
        component of other comprehensive income included in shareholders’
equity.
 
 *m)*
              *Comprehensive
                  Income (Loss)*
 
 The
        Trust’s other comprehensive income (loss), consists of net income (loss)
        and foreign currency translation adjustments.
 
 *n)       
        Significant Customers*
 
 The
        Trust
        sells all of the electricity it produces in the UK from the project that it
        owns to the Non Fossil Purchasing Agency (“NFPA”), a non-profit organization
        that purchases electricity generated by renewable sources (such as landfill
        gas
        power plants) on behalf of all British utilities in order to meet British
        environmental protection goals. Projects subject to PowerBank lease financing
        arrangements sell their output of electricity and renewable
        obligation certificates (“ROCs”) under short-term contracts entered into
        from time-to-time.
 
 *o)      
         Income Taxes*
 
 The
        provision in the accompanying consolidated financial statements is made for
        UK
        income taxes and no provision is made for United States income taxes as the
        domestic income or loss of the Trust is passed through and included in the
        income tax returns of the individual shareholders of the Trust. The Trust
        uses
        the liability method in accounting for income taxes. Deferred income tax
        reflects, where required, the net tax effect of temporary differences between
        the carrying amounts of assets and liabilities for financial reporting purposes
        and amounts used for tax purposes.
 
 F-24
 Table
              of Contents
 *p)*
                *Deferred
                    Financing Costs*
 The
        Trust
        capitalizes financing costs and amortizes them using the effective rate method.
        Amortization of deferred financing costs is included in interest expense
        in the
        consolidated statement of operations.
 
 *q)      
        Unaudited Interim Results*
 
 The
        unaudited interim consolidated financial statements included herein have
        been
        prepared on the same basis as the annual consolidated statements and, in
        the
        opinion of management, reflect all adjustments, which include only normal
        recurring adjustments, necessary to present fairly the Trust’s financial
        position and its results of operations and cash flows for each of the interim
        periods presented. The financial data and other information disclosed in
        these
        notes to the consolidated financial statements related to such interim periods
        are also unaudited.
 
 *r)       
        Recent Accounting Pronouncements*
 
 *SFAS
        143 and FIN 47*
 
 In
        June
        2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 143,
*Accounting for Asset Retirement Obligations*, on the accounting for
        obligations associated with the retirement of long-lived assets. SFAS No.
        143
        requires a liability to be recognized in the consolidated financial statements
        for retirement obligations meeting specific criteria. Measurement of the
        initial
        obligation is to approximate fair value, with an equivalent amount recorded
        as
        an increase in the value of the capitalized asset. The asset will be depreciated
        in accordance with normal depreciation policy and the liability will be
        increased for the time value of money, with a charge to the income statement,
        until the obligation is settled. SFAS No. 143 is effective for fiscal years
        beginning after June 15, 2002. Furthermore, in March 2005, the FASB issued
        FASB
        Interpretation No. 47 (“FIN 47”), *Accounting for Conditional Asset
        Retirement Obligations, an interpretation of FASB Statement No. 143*, which
        clarifies the term “conditional asset retirement obligation” as used in SFAS No.
        143. Specifically, FIN 47 provides that an asset retirement obligation is
        conditional when the timing and/or method of settling the obligation is
        conditioned on a future event. Accordingly, an entity is required to recognize
        a
        liability for the fair value of a conditional asset retirement obligation
        if the
        fair value of the liability can be reasonably estimated. Uncertainty about
        the
        timing and/or method of settlement of a conditional asset retirement obligation
        should be factored into the measurement of the liability when sufficient
        information exists. This interpretation also clarifies when an entity would
        have
        sufficient information to reasonably estimate the fair value of an asset
        retirement obligation. FIN 47 is effective for fiscal years ending after
        December 15, 2005. The Trust adopted SFAS No. 143 effective January 1, 2003,
        with no material impact on the consolidated financial statements.
 
 *SFAS
        145*
 
 In
        April
        2002, the FASB issued SFAS No. 145, *Rescission of FASB Statements No. 4, 44,
        and 64, Amendment of FASB Statement No. 13, and Technical Corrections*. SFAS
        No. 145 eliminates extraordinary accounting treatment for reporting gain
        or loss
        on debt extinguishment, and amends other existing authoritative pronouncements
        to make various technical corrections, clarify meanings, or describe their
        applicability under changed conditions. SFAS No. 145 is effective for interim
        periods beginning after May 15, 2002. The Trust adopted SFAS No. 145 effective
        January 1, 2003, with no material impact on the consolidated financial
        statements.
  F-25
 Table
              of Contents
  SFAS
        146
  In
        June
        2002, the FASB issued SFAS No. 146, *Accounting for Costs Associated with
        Exit or Disposal Activities*. SFAS No. 146 requires recording costs
        associated with exit or disposal activities at their fair values when a
        liability has been incurred. SFAS No. 146 is effective for fiscal years ending
        after December 31, 2002. The Trust adopted SFAS No. 146 effective January
        1,
        2003, with no material impact on the consolidated financial
        statements.
 
 *FIN
        45*
 
 In
        November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
*Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
        Indirect Guarantees and Indebtedness of Others*. FIN 45 elaborates on the
        disclosures to be made by the guarantor in its interim and annual financial
        statements about its obligations under certain guarantees that it has issued.
        It
        also requires that a guarantor recognize, at the inception of a guarantee,
        under
        certain circumstances, a liability for the fair value of the obligation
        undertaken in issuing the guarantee. The initial recognition and measurement
        provisions of this interpretation are applicable on a prospective basis to
        guarantees issued or modified after December 31, 2002; while the provisions
        of
        the disclosure requirements are effective for financial statements of interim
        or
        annual reports ending after December 15, 2002. The Trust adopted FIN 45 during
        the fourth quarter of 2002 with no material impact to the consolidated financial
        statements.
 
 *FIN
        46R*
 
 In
        January 2003, the FASB issued FASB Interpretation No. 46, *Consolidation of
        Variable Interest Entities*("FIN 46") which changes the criteria by which
        one company includes another entity in its consolidated financial statements.
        FIN 46 requires a variable interest entity to be consolidated by a company
        if
        that company is subject to a majority of the risk of loss from the variable
        interest entity's activities or entitled to receive a majority of the entity's
        residual returns or both. The consolidation requirements of FIN 46 apply
        immediately to variable interest entities created after December 31, 2003,
        and
        apply in the first fiscal period ending after March 15, 2004, for variable
        interest entities created prior to January 1, 2004. The Trust adopted the
        disclosure provisions of FIN 46 effective December 31, 2003, with no material
        impact to the consolidated financial statements. In December 2003, the FASB
        issued a revision to FIN 46 (“FIN 46R”) to clarify some of the provisions and to
        exempt certain entities from its requirements. The Trust implemented the
        full
        provisions of FIN 46R effective January 1, 2004, with no material impact
        on the
        consolidated financial statements.
 
 *SFAS
        149*
 
 In
        April
        2003, the FASB issued SFAS No. 149, *Amendment of Statement 133 on Derivative
        Instruments and Hedging Activities*. SFAS No. 149 amends and clarifies the
        accounting for derivative instruments, including certain derivative instruments
        embedded in other contracts, and for hedging activities under SFAS No. 133,
        "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
        149 is
        generally effective for contracts entered into or modified after June 30,
        2003
        and for hedging relationships designated after June 30, 2003. The Trust adopted
        SFAS No. 149 effective July 1, 2003, with no material impact on the consolidated
        financial statements.
  
 F-26
 Table
              of Contents
  SFAS
        150
 
 In
        May
        2003, the FASB issued SFAS No. 150, *Accounting for Certain Financial
        Instruments with Characteristics of both Liabilities and Equity*. SFAS No.
        150 establishes standards for classifying and measuring certain financial
        instruments with characteristics of both liabilities and equity. SFAS No.
        150 is
        effective for interim periods beginning after June 15, 2003. The Trust adopted
        SFAS No. 150 effective July 1, 2003, with no material impact on the consolidated
        financial statements.
 
 *SFAS
        153*
 
 In
        December 2004, the FASB issued SFAS No. 153, *Exchanges of Nonmonetary
        Assets—an amendment of APB Opinion No. 29.*The guidance in APB Opinion No.
        29, *Accounting for Nonmonetary Transactions*(“Opinion 29”)*,*is
        based on the principle that exchanges of nonmonetary assets should be measured
        based on the fair value of the assets exchanged. The guidance in Opinion
        29,
        however, included certain exceptions to that principle. This Statement amends
        Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
        productive assets and replaces it with a general exception for exchanges
        of
        nonmonetary assets that do not have commercial substance. A nonmonetary exchange
        has commercial substance if the future cash flows of the entity are expected
        to
        change significantly as a result of the exchange. SFAS No. 153 is effective
        for
        periods beginning after June 15, 2005. The Trust adopted SFAS No. 153 effective
        June 15, 2005, with no material impact on the consolidated financial
        statements.
 
 *SFAS
        154*
 
 In
        May
        2005, the FASB issued SFAS No. 154, *Accounting Changes and Error
        Corrections*. SFAS No. 154 replaces APB Opinion No. 20, *Accounting
        Changes*, and SFAS No. 3, *Reporting Accounting Changes in Interim
        Financial Statements*. This statement changes the requirements for the
        accounting for, and reporting of, a change in accounting principle and applies
        to all voluntary changes in accounting principle, as well as changes pursuant
        to
        accounting pronouncements that do not include transition rules. Under SFAS
        No.
        154, changes in accounting principle must be applied retrospectively to prior
        periods’ financial statements, or the earliest practicable date, as the required
        method for reporting a change in accounting principle. The Trust adopted
        SFAS
        No. 154 effective December 15, 2005, and accordingly restated the consolidated
        financial statements, as described in Note 2.
 
 
 **4.       
        NOTES RECEIVABLE**
 
 At
        December 31, 2005, 2004 and 2003, the Trust loaned $1,000, $1,000 and $300,
        respectively, to Indeck Maine. The 2005, 2004 and 2003 loans bear interest
        at
        18%, 12% and 5% per annum, respectively. The interest income accrued on the
        notes receivable for the years ended December 31, 2005, 2004 and 2003 was
        $339,
        $171 and $104, respectively, which is included in notes receivable in the
        consolidated balance sheets. Ridgewood Electric Power Trust IV (“Trust IV”) made
        identical loans to Indeck Maine.
 
 F-27
 Table
              of Contents
  The
        notes
        and the related accrued interest, which are payable on demand are subordinate
        to
        the $6 million mortgage loan agreement with Commerce Bank/North (“Commerce”)
        entered into by Indeck Maine on August 6, 2004. As a part of the subordination
        agreement, the Trust and Trust IV (collectively  the “Ridgewood Indeck
        Investors”) have agreed that prior to the payment in full of the Commerce loan
        and termination of all obligations of Commerce, the Ridgewood Indeck Investors
        shall not, without prior written consent of Commerce, accelerate the maturity
        of
        all or any portion of the subordinated debt and related interest, or take
        any
        action towards collection of all or any portion of the subordinated debt
        or
        enforcement of any rights, powers or remedies under the subordinated debt
        documents.
 
 During
        2005 and 2004, the Trust’s equity loss from Indeck Maine exceeded the carrying
        value of its investment in the project. As a result, the excess equity loss
        reduced the carrying value of notes receivable by $560, $191, $347 and $167
        at
        March 31, 2005, December 31, 2004, September 30, 2004 and June 30, 2004,
        respectively. During the second and third quarter of 2005, the Trust increased
        the carrying value of notes receivable as a result of the equity income from
        Indeck Maine by $1,155 and $110.
 
 
 **5.       
        IMPAIRMENT OF PLANT AND EQUIPMENT**
 
 The
        Trust
        performed impairment assessments for each of the years ended December 31,
        2005,
        2004 and 2003, using a discounted cash flow valuation methodology, and noted
        that the carrying value exceeded the estimated fair value of the asset. As
        a
        result, the Trust recorded impairments of plant and equipment of $635, $500
        and
        $296, for the years ended December 31, 2005, 2004 and 2003,
        respectively.
 
 
 **6.        PLANT
        AND EQUIPMENT**
 
 At
        December 31, 2005, 2004 and 2003, plant and equipment at cost and accumulated
        depreciation were:
 
 2005
                
                
                2004
                
                
                2003Plant
                    and equipment
                
                $
                53,187
                
                
                $
                51,881
                
                
                $
                35,248Vehicles
                
                
                410
                
                
                
                645
                
                
                
                498Furniture
                    and fixture
                
                
                217
                
                
                
                312
                
                
                
                256Construction
                    in progress
                
                
                12,326
                
                
                
                10,410
                
                
                
                5,85266,140
                
                
                
                63,248
                
                
                
                41,854Less:
                    accumulated depreciation
                
                
                (14,231
                )
                
                
                (11,200
                )
                
                
                (6,935
                )$
                51,909
                
                
                $
                52,048
                
                
                $
                34,919
  For
        the
        years ended December 31, 2005, 2004 and 2003, depreciation expense was $4,486,
        $3,502 and $2,087, respectively, which is included in cost of
        revenues.
 
 
 F-28
 Table
              of Contents
  Quarterly
        plant and equipment and related depreciation expense were as follows
        (unaudited):
  2005September
                    30
                
                
                June
                    30
                
                
                March
                    31Plant
                    and equipment
                
                $
                54,861
                
                
                $
                54,200
                
                
                $
                51,251Construction
                    in progress
                
                
                10,527
                
                
                
                12,186
                
                
                
                13,33765,388
                
                
                
                66,386
                
                
                
                64,588Less:
                    accumulated depreciation
                
                
                (13,445
                )
                
                
                (12,559
                )
                
                
                (11,962
                )$
                51,943
                
                
                $
                53,827
                
                
                $
                52,626
  Depreciation
        expense for the 2005 year-to-date periods ended September 30, June 30 and
        March
        31, was $3,356, $2,155 and $1,048, respectively.
 
 2004September
                  30
              
              
              June
                  30
              
              
              March
                  31Plant
                  and equipment
              
              $
              44,273
              
              
              $
              42,101
              
              
              $
              37,881Construction
                  in progress
              
              
              10,388
              
              
              
              7,732
              
              
              
              7,88354,661
              
              
              
              49,833
              
              
              
              45,764Less:
                  accumulated depreciation
              
              
              (9,518
              )
              
              
              (8,629
              )
              
              
              (7,880
              )$
              45,143
              
              
              $
              41,204
              
              
              $
              37,884
  Depreciation
        expense for the 2004 year-to-date periods ended September 30, June 30 and
        March
        31, was $2,532, $1,594 and $762, respectively.
 
 2003September
                    30
                
                
                June
                    30
                
                
                March
                    31(Restated)
                
                
                (Restated)
                
                
                (Restated)Plant
                    and equipment
                
                $
                31,871
                
                
                $
                26,519
                
                
                $
                23,018Construction
                    in progress
                
                
                1,686
                
                
                
                3,836
                
                
                
                5,03733,557
                
                
                
                30,355
                
                
                
                28,055Less:
                    accumulated depreciation
                
                
                (5,957
                )
                
                
                (5,374
                )
                
                
                (4,639
                )$
                27,600
                
                
                $
                24,981
                
                
                $
                23,416
  Restated
        depreciation expense for the 2003 year-to-date periods ended September 30,
        June
        30 and March 31, was $1,533, $1,024 and $522, respectively.
  **7.**
              **INTANGIBLE
                  ASSETS**
  At
        December 31, 2005, 2004 and 2003, the gross and net amounts of amortized
        intangibles were:
  2005
              
              
              2004
              
              
              2003Electricity  sales
                  contracts - gross
              
              $
              22,255
              
              
              $
              24,717
              
              
              $
              23,841Less:
                  accumulated amortization
              
              
              (8,887
              )
              
              
              (8,110
              )
              
              
              (5,768
              )Electricity
                  sales contracts – net
              
              $
              13,368
              
              
              $
              16,607
              
              
              $
              18,073
  A
        portion
        of the original purchase price of the landfill gas power plants in the UK
        operations was assigned to electricity sales contracts and is being amortized
        over the duration of the contracts on a straight-line basis. As of December
        31,
        2005, the weighted average remaining life of the contracts was 9 years with
        the
        shortest remaining
        duration being 1.6 years and the longest remaining duration being 13.6 years.
        Electricity sales contracts are more fully described in Note 12. For the
        years
        ended December 31, 2005, 2004 and 2003, amortization expense was $1,747,
        $1,790,
        and $1,587, respectively, which is included in cost of revenues. The Trust
        expects to record amortization expense during the next five years as
        follows:
 
 F-29
 Table
            of Contents
 
 Year
                    endedDecember
                    31,2006
                
                $
                1,7462007
                
                
                1,7232008
                
                
                1,6892009
                
                
                1,6812010
                
                
                1,664
  Quarterly
        gross and net amounts of intangible assets and related amortization expense
        were
        as follows (unaudited):
 
 2005September
                    30
                
                
                June
                    30
                
                
                March
                    31Electricity  sales
                    contracts - gross
                
                $
                22,752
                
                
                $
                23,251
                
                
                $
                24,151Less:
                    accumulated amortization
                
                
                (8,681
                )
                
                
                (8,458
                )
                
                
                (8,357
                )Electricity
                    sales contracts – net
                
                $
                14,071
                
                
                $
                14,793
                
                
                $
                15,794
  Amortization
        expense for the 2005 year-to-date periods ended September 30, June 30 and
        March
        31, was $1,324, $897 and $453, respectively.
 
 2004September
                  30
              
              
              June
                  30
              
              
              March
                  31Electricity  sales
                  contracts - gross
              
              $
              23,848
              
              
              $
              23,931
              
              
              $
              24,424Less:
                  accumulated amortization
              
              
              (7,144
              )
              
              
              (6,739
              )
              
              
              (6,368
              )Electricity
                  sales contracts – net
              
              $
              16,704
              
              
              $
              17,192
              
              
              $
              18,056
  Amortization
        expense for the 2004 year-to-date periods ended September 30, June 30 and
        March
        31, was $1,336, $893 and $453, respectively.
 
 2003September
                  30
              
              
              June
                  30
              
              
              March
                  31(Restated)
              
              
              
              (Restated)
              
              
              
              (Restated)Electricity  sales
                  contracts - gross
              
              $
              22,365
              
              
              $
              22,112
              
              
              $
              21,300Less:
                  accumulated amortization
              
              
              (5,009
              )
              
              
              (4,562
              )
              
              
              (3,999
              )Electricity
                  sales contracts – net
              
              $
              17,356
              
              
              $
              17,550
              
              
              $
              17,301
  Restated
        amortization expense for the 2003 year-to-date periods ended September 30,
        June
        30 and March 31, was $1,173, $782 and $411, respectively.
 
 F-30
 Table
            of Contents
 
 **8.    
           INVESTMENTS**
 
 The
        Trust’s investment includes a 50% non-controlling interest in Maine Hydro, 25% non-controlling
        interest in Indeck Maine, 14.1% non-controlling interest in NEH and 29.2%
        non-controlling interest in US Hydro.
 
 **Maine
        Hydro**
 
 On
        August
        15, 1996, Maine Hydro was formed as a Delaware limited partnership. Ridgewood
        Maine Hydro Corporation, a Delaware corporation (“RMHCorp”), is the sole general
        partner of Maine Hydro and is owned equally by the Trust and Trust IV, both
        Delaware trusts (collectively, the “Trusts”). The Trusts are equal limited
        partners in Maine Hydro and have RRP as a common Managing Shareholder. Maine
        Hydro operations shall continue to exist until December 31, 2046 unless
        terminated sooner by certain provisions of the partnership
        Agreement.
 
 On
        December 23, 1996, in a merger transaction, Maine Hydro acquired 14
        hydroelectric projects located in Maine from CHI Energy, Inc. (CHI Energy,
        Inc.
        was subsequently acquired by and became a subsidiary of Enel North America,
        Inc.). Maine Hydro has electrical generating capacity of 11.3 megawatts and
        its
        projects are operated under contract by Ridgewood Power Management LLC (“RPM”),
        an affiliate of the Managing Shareholder. The electricity generated is sold
        under long-term electricity sales agreements. All the electricity sales
        agreements to Maine Hydro are with either Central Maine Power Company (“CMP”) or
        Bangor Hydro-Electric Company (“BHC”).
 
 Summarized
        balance sheet data for Maine Hydro at December 31, 2005, 2004 and 2003 is
        as
        follows:
 
 2005
                
                
                2004
                
                
                2003Current
                    assets
                
                $
                1,764
                
                
                $
                1,136
                
                
                $
                1,349Non-current
                    assets
                
                
                4,353
                
                
                
                5,395
                
                
                
                6,526Total
                    assets
                
                $
                6,117
                
                
                $
                6,531
                
                
                $
                7,875Current
                    liabilities
                
                $
                662
                
                
                $
                541
                
                
                $
                1,171Non-current
                    liabilities
                
                
                127
                
                
                
                211
                
                
                
                229Partners’
                    equity
                
                
                5,328
                
                
                
                5,779
                
                
                
                6,475Total
                    liabilities and partners' equity
                
                $
                6,117
                
                
                $
                6,531
                
                
                $
                7,875Trust
                    share of Maine Hydro equity
                
                $
                2,664
                
                
                $
                2,890
                
                
                $
                3,238
 
 Summarized
        statements of operations data for Maine Hydro for the years ended December
        31,
        2005, 2004 and 2003 is as follows:
 
 2005
                
                
                2004
                
                
                2003Revenues
                
                $
                4,807
                
                
                $
                3,429
                
                
                $
                3,533Cost
                    of revenues
                
                
                3,117
                
                
                
                2,870
                
                
                
                3,344Other
                    (income) expenses, net
                
                
                457
                
                
                
                (500
                )
                
                
                1,282Total
                    expenses
                
                
                3,574
                
                
                
                2,370
                
                
                
                4,626Net
                    income (loss)
                
                $
                1,233
                
                
                $
                1,059
                
                
                $
                (1,093
                )Trust
                    share of income (loss) in Maine Hydro
                
                $
                616
                
                
                $
                529
                
                
                $
                (546
                )
  
 F-31
 Table
              of Contents
 Quarterly
          summarized statements of operations data for Maine Hydro is as follows
          (unaudited):
 Nine
                    months ended September 30,
                
                
                Three
                    months ended September 30,2005
                
                
                2004
                
                
                2003
                
                
                2005
                
                
                2004
                
                
                2003(Restated)
                
                
                
                
                
                
                
                
                (Restated)Revenues
                
                $
                3,314
                
                
                $
                2,547
                
                
                $
                2,209
                
                
                $
                367
                
                
                $
                450
                
                
                $
                131Cost
                    of revenues
                
                
                2,015
                
                
                
                1,557
                
                
                
                2,523
                
                
                
                716
                
                
                
                422
                
                
                
                810Other
                    expenses  (income), net
                
                
                330
                
                
                
                (243
                )
                
                
                (99
                )
                
                
                94
                
                
                
                37
                
                
                
                (44
                )Total
                    expenses
                
                
                2,345
                
                
                
                1,314
                
                
                
                2,424
                
                
                
                810
                
                
                
                459
                
                
                
                766Net
                    income (loss)
                
                $
                969
                
                
                $
                1,233
                
                
                $
                (215
                )
                
                $
                (443
                )
                
                $
                (9
                )
                
                $
                (635
                )Trust
                    share of income (loss) in Maine Hydro
                
                $
                484
                
                
                $
                616
                
                
                $
                (107
                )
                
                $
                (222
                )
                
                $
                (5
                )
                
                $
                (317
                )Six
                    months ended June 30,
                
                
                Three
                    months ended June 30,2005
                
                
                2004
                
                
                2003
                
                
                2005
                
                
                2004
                
                
                2003(Restated)
                
                
                
                
                
                
                
                
                
                
                (Restated)Revenues
                
                $
                2,947
                
                
                $
                2,097
                
                
                $
                2,078
                
                
                $
                1,766
                
                
                $
                1,247
                
                
                $
                1,330Cost
                    of revenues
                
                
                1,299
                
                
                
                1,135
                
                
                
                1,713
                
                
                
                667
                
                
                
                429
                
                
                
                830Other
                    expenses  (income), net
                
                
                236
                
                
                
                (280
                )
                
                
                (55
                )
                
                
                139
                
                
                
                (292
                )
                
                
                (39
                )Total
                    expenses
                
                
                1,535
                
                
                
                855
                
                
                
                1,658
                
                
                
                806
                
                
                
                137
                
                
                
                791Net
                    income
                
                $
                1,412
                
                
                $
                1,242
                
                
                $
                420
                
                
                $
                960
                
                
                $
                1,110
                
                
                $
                539Trust
                    share of income in Maine Hydro
                
                $
                706
                
                
                $
                621
                
                
                $
                210
                
                
                $
                480
                
                
                $
                555
                
                
                $
                270
  Three
                    months ended March 31,2005
                
                
                2004
                
                
                2003(Restated)Revenues
                
                $
                1,181
                
                
                $
                850
                
                
                $
                748Cost
                    of revenues
                
                
                632
                
                
                
                706
                
                
                
                883Other
                    (income) expenses, net
                
                
                97
                
                
                
                12
                
                
                
                (16
                )Total
                    expenses
                
                
                729
                
                
                
                718
                
                
                
                867Net
                    income (loss)
                
                $
                452
                
                
                $
                132
                
                
                $
                (119
                )Trust
                    share of income (loss) in Maine Hydro
                
                $
                226
                
                
                $
                66
                
                
                $
                (60
                )
  **Indeck
        Maine**
 
 On
        June
        11, 1997, Ridgewood Indeck Investors equally purchased 50% of the membership
        interest in Indeck Maine, an Illinois limited liability company, which owns
        two
        electric power generating stations fueled by clean wood biomass at West Enfield,
        Maine and Jonesboro, Maine. Indeck Energy Services, Inc. ("Indeck"), an entity
        unaffiliated with the Trust, owns the remaining 50% membership interest in
        Indeck Maine and was the seller in the June, 1997 transaction. Ridgewood
        Indeck
        investors have a preferred membership interest entitling them to receive
        all net
        cash flow from operations each year until they receive an 18% annual cumulative
        return on their capital contributions to Indeck Maine.
 
 From
        January, 1998 through June, 2005, the Ridgewood Indeck Investors loaned
        approximately $8.2 million in total to Indeck Maine, in proportion to their
        ownership interests.
 
 F-32
 Table
              of Contents
 
 Each
        of
        the Indeck Maine projects has a capacity of 24.5MW and each uses a steam
        turbine
        to generate electricity. Indeck Maine and several of its affiliates have
        an
        agreement with a power marketer for which they are committed to sell renewable
        portfolio standard attributes (“RPS Attributes”) derived from their electric
        generation.  The agreement provides such power marketer with six
        separate annual options to purchase such attributes from 2004 through 2009
        at
        fixed prices, as defined.  If Indeck Maine and its affiliates fail to
        supply the required number of attributes, penalties may be
        imposed.  In accordance with the terms of the agreement, if the power
        marketer elects to exercise an annual option and Indeck Maine and its affiliates
        produce no attributes for such option year, Indeck Maine and its affiliates
        face
        a maximum penalty, which is adjusted annually for the change in the consumer
        price index, among other things, of approximately $3,283, measured using
        current
        factors, for that option year and any other year in which an option has been
        exercised and no attributes have been produced.  Pursuant to the
        agreement, Indeck Maine is liable for 70% of the total penalty, but may be
        liable up to 100% in the event of a default of its affiliates.
 
 Summarized
        balance sheet data for Indeck Maine at December 31, 2005, 2004 and 2003 is
        as
        follows:
 
 2005
                
                
                2004
                
                
                2003Current
                    assets
                
                $
                10,983
                
                
                $
                7,291
                
                
                $
                885Non-current
                    assets
                
                
                9,329
                
                
                
                5,927
                
                
                
                3,536Total
                    assets
                
                $
                20,312
                
                
                $
                13,218
                
                
                $
                4,421Current
                    liabilities
                
                $
                4,053
                
                
                $
                4,492
                
                
                $
                2,224Notes
                    payable to members
                
                
                16,301
                
                
                
                12,301
                
                
                
                8,301Loan
                    payable – long-term portion
                
                
                2,036
                
                
                
                4,800
                
                
                
                -Interest
                    payable to members
                
                
                3,403
                
                
                
                2,048
                
                
                
                1,365Members’
                    deficit
                
                
                (5,481
                )
                
                
                (10,423
                )
                
                
                (7,469
                )Total
                    liabilities and members' deficit
                
                $
                20,312
                
                
                $
                13,218
                
                
                $
                4,421Trust
                    share of Indeck Maine equity
                
                $
                1,510
                
                
                $
                -
                
                
                $
                925
  At
        December 31, 2004, the Trust’s equity loss from Indeck Maine exceeded the
        carrying value of its investment in the project. As a result, the excess
        equity
        loss reduced the carrying value of the notes receivable from Indeck
        Maine.
 
 Summarized
        statements of operations data for Indeck Maine for the years ended December
        31,
        2005, 2004 and 2003 is as follows:
 
 2005
                
                
                2004
                
                
                2003Revenues
                
                $
                33,818
                
                
                $
                14,784
                
                
                $
                9,593Cost
                    of revenues
                
                
                26,870
                
                
                
                16,542
                
                
                
                10,329Other
                    expenses
                
                
                2,006
                
                
                
                1,196
                
                
                
                686Total
                    expenses
                
                
                28,876
                
                
                
                17,738
                
                
                
                11,015Net
                    income (loss)
                
                $
                4,942
                
                
                $
                (2,954
                )
                
                $
                (1,422
                )Trust
                    share of income (loss) in Indeck Maine
                
                $
                2,215
                
                
                $
                (1,630
                )
                
                $
                (821
                )
  Quarterly
        summarized statements of operations data for Indeck Maine is as follows
        (unaudited):
 
 F-33
 Table
              of Contents
 
 Nine
                    months ended September 30,
                
                
                Three
                    months ended September 30,2005
                
                
                2004
                
                
                2003
                
                
                2005
                
                
                2004
                
                
                2003(Restated)
                
                
                
                
                
                
                
                
                (Restated)Revenues
                
                $
                21,755
                
                
                $
                9,212
                
                
                $
                7,819
                
                
                $
                10,909
                
                
                $
                3,649
                
                
                $
                2,042Cost
                    of revenues
                
                
                18,100
                
                
                
                11,276
                
                
                
                7,730
                
                
                
                7,236
                
                
                
                4,004
                
                
                
                2,679Other
                    expenses
                
                
                1,462
                
                
                
                611
                
                
                
                411
                
                
                
                684
                
                
                
                262
                
                
                
                132Total
                    expenses
                
                
                19,562
                
                
                
                11,887
                
                
                
                8,141
                
                
                
                7,920
                
                
                
                4,266
                
                
                
                2,811Net
                    income (loss)
                
                $
                2,193
                
                
                $
                (2,675
                )
                
                $
                (322
                )
                
                $
                2,989
                
                
                $
                (617
                )
                
                $
                (769
                )Trust
                    share of income (loss) in Indeck Maine
                
                $
                1,028
                
                
                $
                (1,439
                )
                
                $
                (248
                )
                
                $
                1,478
                
                
                $
                (347
                )
                
                $
                (417
                )Six
                    months ended June 30,
                
                
                Three
                    months ended June 30,2005
                
                
                2004
                
                
                2003
                
                
                2005
                
                
                2004
                
                
                2003(Restated)
                
                
                
                
                
                
                
                
                
                
                (Restated)Revenues
                
                $
                10,846
                
                
                $
                5,563
                
                
                $
                5,777
                
                
                $
                6,624
                
                
                $
                3,680
                
                
                $
                3,595Cost
                    of revenues
                
                
                10,864
                
                
                
                7,272
                
                
                
                5,051
                
                
                
                5,876
                
                
                
                4,350
                
                
                
                2,691Other
                    expenses
                
                
                778
                
                
                
                349
                
                
                
                279
                
                
                
                420
                
                
                
                183
                
                
                
                143Total
                    expenses
                
                
                11,642
                
                
                
                7,621
                
                
                
                5,330
                
                
                
                6,296
                
                
                
                4,533
                
                
                
                2,834Net
                    (loss) income
                
                $
                (796
                )
                
                $
                (2,058
                )
                
                $
                447
                
                
                $
                328
                
                
                $
                (853
                )
                
                $
                761Trust
                    share of (loss) income in Indeck Maine
                
                $
                (450
                )
                
                $
                (1,092
                )
                
                $
                169
                
                
                $
                110
                
                
                $
                (477
                )
                
                $
                346
  Three
                      months ended March 31,2005
                  
                  
                  2004
                  
                  
                  2003(Restated)Revenues
                  
                  $
                  4,222
                  
                  
                  $
                  1,883
                  
                  
                  $
                  2,182Cost
                      of revenues
                  
                  
                  4,988
                  
                  
                  
                  2,922
                  
                  
                  
                  2,360Other
                      expenses
                  
                  
                  358
                  
                  
                  
                  166
                  
                  
                  
                  136Total
                    expenses
                  
                  
                  5,346
                  
                  
                  
                  3,088
                  
                  
                  
                  2,496Net
                      loss
                  
                  $
                  (1,124
                  )
                  
                  $
                  (1,205
                  )
                  
                  $
                  (314
                  )Trust
                      share of loss in Indeck Maine
                  
                  $
                  (560
                  )
                  
                  $
                  (615
                  )
                  
                  $
                  (177
                  )
  **NEH**
 
 In
        1999,
        the Trust and the Growth Fund jointly formed and funded NEH to develop electric
        power and water purification plants for resort hotels along the Red Sea in
        Egypt. In 2000, the Trust made additional investments and acquired a 14.1%
        ownership of NEH, which wholly owns Ridgewood Egypt For Infrastructure, LLC
        (Egypt) (“REFI”). In 2001, the Ridgewood Egypt Fund (“Egypt Fund”), an affiliate
        of the Growth Fund and the Trust, made contributions to NEH in exchange for
        a
        minority interest.
   F-34
 Table
            of Contents
  On
        December 30, 2001, NEH, through REFI, purchased a 28% equity interest in
        Sinai
        For Environmental Services S.A.E. (“Sinai”), which owns a 6,300 cubic meter (1.7
        million gallon) per day water desalinization plant, for 5 million Egyptian
        pounds (approximately
        $1,100 in 2001). In February of 2002, the Trust made an additional investment
        of
        4.4 million Egyptian pounds (approximately $939 in 2002) to increase its
        ownership to 53% and gain control of Sinai. As of December 31, 2005, REFI
        was
        entitled to an additional interest of about 13.4% in Sinai in return for
        having
        provided Sinai with certain machinery and equipment. As of December 31, 2005,
        receipt of this additional interest was subject to routine review and approval
        by the Egyptian government, which was granted in 2006.
 
 Summarized
        balance sheet data for NEH at December 31, 2005, 2004 and 2003 is as
        follows:
 
 2005
                
                
                2004
                
                
                2003Current
                    assets
                
                $
                2,323
                
                
                $
                2,214
                
                
                $
                2,229Non-current
                    assets
                
                
                19,739
                
                
                
                19,004
                
                
                
                20,744Total
                    assets
                
                $
                22,062
                
                
                $
                21,218
                
                
                $
                22,973Current
                    liabilities
                
                $
                5,090
                
                
                $
                6,773
                
                
                $
                6,006Non-current
                    liabilities
                
                
                3,542
                
                
                
                1,180
                
                
                
                1,653Members’
                    equity
                
                
                13,430
                
                
                
                13,265
                
                
                
                15,314Total
                    liabilities and members' equity
                
                $
                22,062
                
                
                $
                21,218
                
                
                $
                22,973Trust
                    share of NEH equity
                
                $
                1,903
                
                
                $
                1,869
                
                
                $
                2,159
  Summarized
        statements of operations data for NEH for the years ended December 31, 2005,
        2004 and 2003 is as follows:
 2005
                  
                  
                  2004
                  
                  
                  2003Revenues
                  
                  $
                  6,742
                  
                  
                  $
                  5,489
                  
                  
                  $
                  4,400Cost
                      of revenues
                  
                  
                  5,622
                  
                  
                  
                  5,045
                  
                  
                  
                  4,036Other
                      expenses
                  
                  
                  1,797
                  
                  
                  
                  2,610
                  
                  
                  
                  4,211Total
                      expenses
                  
                  
                  7,419
                  
                  
                  
                  7,655
                  
                  
                  
                  8,247Net
                      loss
                  
                  $
                  (677
                  )
                  
                  $
                  (2,166
                  )
                  
                  $
                  (3,847
                  )Trust
                      share of loss in NEH
                  
                  $
                  (95
                  )
                  
                  $
                  (305
                  )
                  
                  $
                  (542
                  )
  Quarterly
        summarized statements of operations data for NEH is as follows
        (unaudited):
  Nine
                    months ended September 30,
                
                
                Three
                    months ended September 30,2005
                
                
                2004
                
                
                2003
                
                
                2005
                
                
                2004
                
                
                2003(Restated)
                
                
                
                
                
                
                
                
                (Restated)Revenues
                
                $
                4,985
                
                
                $
                4,195
                
                
                $
                3,267
                
                
                $
                2,165
                
                
                $
                1,676
                
                
                $
                1,475Cost
                    of revenues
                
                
                4,236
                
                
                
                3,864
                
                
                
                2,882
                
                
                
                1,689
                
                
                
                1,580
                
                
                
                1,001Other
                    expenses
                
                
                1,470
                
                
                
                1,906
                
                
                
                2,132
                
                
                
                373
                
                
                
                776
                
                
                
                436Total
                    expenses
                
                
                5,706
                
                
                
                5,770
                
                
                
                5,014
                
                
                
                2,062
                
                
                
                2,356
                
                
                
                1,437Net
                    (loss) income
                
                $
                (721
                )
                
                $
                (1,575
                )
                
                $
                (1,747
                )
                
                $
                103
                
                
                $
                (680
                )
                
                $
                38Trust
                    share of (loss) income in NEH
                
                $
                (107
                )
                
                $
                (222
                )
                
                $
                (246
                )
                
                $
                12
                
                
                $
                (95
                )
                
                $
                5
 F-35
 Table
              of Contents
 
 Six
                    months ended June 30,
                
                
                Three
                    months ended June 30,2005
                
                
                2004
                
                
                2003
                
                
                2005
                
                
                2004
                
                
                2003(Restated)
                
                
                
                
                
                
                
                
                (Restated)Revenues
                
                $
                2,820
                
                
                $
                2,519
                
                
                $
                1,792
                
                
                $
                1,612
                
                
                $
                1,462
                
                
                $
                893Cost
                    of revenues
                
                
                2,547
                
                
                
                2,284
                
                
                
                1,881
                
                
                
                1,366
                
                
                
                1,320
                
                
                
                971Other
                    expenses
                
                
                1,097
                
                
                
                1,130
                
                
                
                1,696
                
                
                
                391
                
                
                
                574
                
                
                
                1,016Total
                    expenses
                
                
                3,644
                
                
                
                3,414
                
                
                
                3,577
                
                
                
                1,757
                
                
                
                1,894
                
                
                
                1,987Net
                    loss
                
                $
                (824
                )
                
                $
                (895
                )
                
                $
                (1,785
                )
                
                $
                (145
                )
                
                $
                (432
                )
                
                $
                (1,094
                )Trust
                    share of loss in NEH
                
                $
                (119
                )
                
                $
                (127
                )
                
                $
                (251
                )
                
                $
                (23
                )
                
                $
                (62
                )
                
                $
                (154
                )
  Three
                    months ended March 31,2005
                
                
                2004
                
                
                2003(Restated)Revenues
                
                $
                1,208
                
                
                $
                1,057
                
                
                $
                899Cost
                    of revenues
                
                
                1,181
                
                
                
                964
                
                
                
                910Other
                    expenses
                
                
                706
                
                
                
                556
                
                
                
                680Total
                    expenses
                
                
                1,887
                
                
                
                1,520
                
                
                
                1,590Net
                    loss
                
                $
                (679
                )
                
                $
                (463
                )
                
                $
                (691
                )Trust
                    share of loss in NEH
                
                $
                (96
                )
                
                $
                (65
                )
                
                $
                (97
                )
 
 **US
        Hydro**
 
 Beginning
        in 1999, the Trust and the Growth Fund began discussions with Synergics,
        Inc.
        (“Synergics”) to acquire certain of its hydroelectric generating plants. In the
        course of negotiations, the Trust and Growth Fund were presented with an
        opportunity to acquire certain debt obligations of Synergics from a lender
        to
        Synergics. The Trust and the Growth Fund, through a joint venture (the “debt
        joint venture”), acquired debt obligations of Synergics from the lender on April
        28, 2000 for a payment to the lender of approximately $17,000. The Growth
        Fund
        supplied $12,000 of the capital used by the debt joint venture to acquire
        the
        debt and the Trust supplied the remaining $5,000. The Trust and the Growth
        Fund
        own the debt joint venture 29.2% and 70.8%, respectively, which is in proportion
        to the capital each supplied. Neither entity has preferred rights over the
        other.
 
 On
        November 22, 2002, through another joint venture (the “acquisition joint
        venture”) owned in the same proportion as the debt joint venture that acquired
        the debt of Synergics, the Trust and the Growth Fund completed the acquisition
        of Synergics and changed the name of the acquisition joint venture to Ridgewood
        US Hydro Corporation.
 
 The
        aggregate acquisition price of US Hydro, including both the 2000 debt
        acquisition and the 2002 purchase of shares, was approximately $20,300. As
        a
        result of the acquisition, the Trust and the Growth Fund received seven
        hydroelectric generating facilities with 15MW of generating capacity and
        notes
        receivable to be repaid from the output of an additional project with 4MW
        of
        generating capacity. On March 31, 2004, the Trust reached a settlement
        satisfying the notes receivable. The Trust and the Growth Fund also assumed
        approximately $7,500 of other bank debt in connection with the
        acquisition.
  F-36
 Table
              of Contents
 
 As
          of
          December 31, 2005, the output of six projects is sold to utility purchasers
          under long-term contacts at prices set out in those contracts while output
          for
          the seventh is sold at open market prices. Three of the projects are located
          in
          Virginia, two are located in New York, one project is located in California
          and
          one project is located in Rhode Island. The projects are managed by RPM
          under an
          operations and maintenance agreement that provides for the Trust to pay
          the
          actual cost of project operations and maintenance along with an allocation
          of
          actual overhead to provide for administrative services.
 
 Five
        of
        the east coast facilities are security for a term loan facility and the
        California facility is security for a lease obligation.
 
 Summarized
        balance sheet data for US Hydro at December 31, 2005, 2004 and 2003 is as
        follows:
 
 2005
                
                
                2004
                
                
                2003Current
                    assets
                
                $
                3,081
                
                
                $
                6,655
                
                
                $
                9,550Non-current
                    assets
                
                
                8,697
                
                
                
                10,567
                
                
                
                12,048Total
                    assets
                
                $
                11,778
                
                
                $
                17,222
                
                
                $
                21,598Current
                    liabilities
                
                $
                727
                
                
                $
                753
                
                
                $
                4,733Non-current
                    liabilities
                
                
                2,316
                
                
                
                2,821
                
                
                
                5,055Shareholders’
                    equity
                
                
                8,735
                
                
                
                13,648
                
                
                
                11,810Total
                    liabilities and shareholders’ equity
                
                $
                11,778
                
                
                $
                17,222
                
                
                $
                21,598Trust
                    share of US Hydro equity
                
                $
                2,556
                
                
                $
                3,980
                
                
                $
                3,443
  Summarized
        statements of operations data for US Hydro for the years ended December 31,
        2005, 2004 and 2003 is as follows:
 
 **Statements
                    of Operations**2005
                
                
                2004
                
                
                2003Revenues
                
                $
                5,539
                
                
                $
                5,096
                
                
                $
                5,845Cost
                    of revenues
                
                
                3,100
                
                
                
                3,129
                
                
                
                3,403Operating
                    expenses
                
                
                1,467
                
                
                
                1,379
                
                
                
                13,120Other
                    non-operating expenses (income), net
                
                
                109
                
                
                
                (1,253
                )
                
                
                (2,358
                )Total
                    expenses
                
                
                4,676
                
                
                
                3,255
                
                
                
                14,165Net
                    income (loss)
                
                $
                863
                
                
                $
                1,841
                
                
                $
                (8,320
                )Trust
                    share of income (loss) in US Hydro
                
                $
                250
                
                
                $
                536
                
                
                $
                (2,430
                )
  Quarterly
        summarized statements of operations data for US Hydro is as follows
        (unaudited):
  **Statements
                    of Operations**Nine
                    months ended September 30,
                
                
                Three
                    months ended September 30,2005
                
                
                2004
                
                
                2003
                
                
                2005
                
                
                2004
                
                
                2003(Restated)
                
                
                
                
                
                
                
                
                (Restated)Revenues
                
                $
                4,320
                
                
                $
                4,122
                
                
                $
                4,757
                
                
                $
                712
                
                
                $
                853
                
                
                $
                860Cost
                    of revenues
                
                
                2,274
                
                
                
                2,380
                
                
                
                2,347
                
                
                
                764
                
                
                
                789
                
                
                
                797Operating
                    expenses
                
                
                892
                
                
                
                920
                
                
                
                10,634
                
                
                
                287
                
                
                
                371
                
                
                
                6,762Other
                    non-operating expenses (income), net
                
                
                40
                
                
                
                (837
                )
                
                
                (1,737
                )
                
                
                (3
                )
                
                
                (43
                )
                
                
                (473
                )Total
                    expenses
                
                
                3,206
                
                
                
                2,463
                
                
                
                11,244
                
                
                
                1,048
                
                
                
                1,117
                
                
                
                7,086Net
                    income (loss)
                
                $
                1,114
                
                
                $
                1,659
                
                
                $
                (6,487
                )
                
                $
                (336
                )
                
                $
                (264
                )
                
                $
                (6,226
                )Trust
                    share of income (loss) in US Hydro
                
                $
                325
                
                
                $
                484
                
                
                $
                (1,894
                )
                
                $
                (98
                )
                
                $
                (78
                )
                
                $
                (1,818
                )
 
 F-37
 Table
              of Contents
 
 Six
                    months ended June 30,
                
                
                Three
                    months ended June 30,2005
                
                
                2004
                
                
                2003
                
                
                2005
                
                
                2004
                
                
                2003(Restated)
                
                
                
                
                
                
                
                
                (Restated)Revenues
                
                $
                3,608
                
                
                $
                3,269
                
                
                $
                3,897
                
                
                $
                1,901
                
                
                $
                1,661
                
                
                $
                2,094Cost
                    of revenues
                
                
                1,510
                
                
                
                1,591
                
                
                
                1,550
                
                
                
                751
                
                
                
                768
                
                
                
                776Operating
                    expenses
                
                
                605
                
                
                
                549
                
                
                
                3,872
                
                
                
                312
                
                
                
                273
                
                
                
                198Other
                    non-operating expenses (income), net
                
                
                43
                
                
                
                (794
                )
                
                
                (1,264
                )
                
                
                24
                
                
                
                (343
                )
                
                
                (74
                )Total
                    expenses
                
                
                2,158
                
                
                
                1,346
                
                
                
                4,158
                
                
                
                1,087
                
                
                
                698
                
                
                
                900Net
                    income (loss)
                
                $
                1,450
                
                
                $
                1,923
                
                
                $
                (261
                )
                
                $
                814
                
                
                $
                963
                
                
                $
                1,194Trust
                    share of income (loss) in US Hydro
                
                $
                423
                
                
                $
                562
                
                
                $
                (76
                )
                
                $
                237
                
                
                $
                282
                
                
                $
                349
  Three
                      months ended March 31,2005
                  
                  
                  2004
                  
                  
                  2003(Restated)Revenues
                  
                  $
                  1,707
                  
                  
                  $
                  1,608
                  
                  
                  $
                  1,803Cost
                      of revenues
                  
                  
                  759
                  
                  
                  
                  823
                  
                  
                  
                  774Operating
                      expenses
                  
                  
                  293
                  
                  
                  
                  276
                  
                  
                  
                  3,674Other
                      non-operating expenses (income), net
                  
                  
                  19
                  
                  
                  
                  (451
                  )
                  
                  
                  (1,190
                  )Total
                      expenses
                  
                  
                  1,071
                  
                  
                  
                  648
                  
                  
                  
                  3,258Net
                      income (loss)
                  
                  $
                  636
                  
                  
                  $
                  960
                  
                  
                  $
                  (1,455
                  )Trust
                      share of income (loss) in US Hydro
                  
                  $
                  186
                  
                  
                  $
                  280
                  
                  
                  $
                  (425
                  )
 **9.   
            LONG-TERM DEBT**
 
 RUK
        has a
        term loan facility (the “Term Loan”) for the purpose of financing certain of its
        power generation projects. Payments under the Term Loan are made semi-annually
        on March 31st
        and September 30th of each
        year. At
        December 31, 2005, the outstanding debt bears interest at the following rates:
        $7,340 at 7.08%, $7,593 at 7.73% and $3,881 at LIBOR plus 1.31% (approximately
        5.99% at December 31, 2005). At December 31, 2004, the outstanding debt bears
        interest at the following rates: $9,419 at 7.08%, $9,265 at 7.73% and $4,274
        at
        LIBOR plus 1.31% (approximately 4.12% at December 31, 2004). At December
        31,
        2003, the outstanding debt bears interest at the following rates: $9,698
        at
        7.08%, $9,183 at 7.73%, and $3,875 at LIBOR plus 1.4% (approximately 2.68%
        at
        December 31, 2003). Payments under the Term Loan include amounts of principal
        and interest such that the Term Loan will be fully repaid by March 31, 2014,
        its
        final maturity.
 
 Following
        is a summary of long-term debt at December 31, 2005, 2004 and 2003:
  2005
                
                
                2004
                
                
                2003Total
                    long-term debt
                
                $
                18,814
                
                
                $
                22,958
                
                
                $
                22,756Less:
                    current portion
                
                
                (1,878
                )
                
                
                (1,893
                )
                
                
                (1,563
                )Non-current
                    portion
                
                $
                16,936
                
                
                $
                21,065
                
                
                $
                21,193
 
 F-38
 Table
              of Contents
  Amounts
        outstanding under the Term Loan are collateralized by substantially all of
        the
        assets of the projects owned by RUK and the underlying Term Loan agreement
        requires certain of RUK’s subsidiaries to maintain a debt service coverage ratio
        (as defined in the Term Loan agreement) of 1.35 to 1 as well as certain other
        ratios. The terms of the Term Loan provide for RUK to maintain certain cash
        balances with the lending bank for the purpose of providing for debt service
        and
        operations and maintenance reserves equal to six-months of such expenses,
        which
        are reflected as restricted cash in the consolidated balance
        sheets.
 
 Following
        is a summary of quarterly long-term debt (unaudited):
  2005September
                    30
                
                
                June
                    30
                
                
                March
                    31Total
                    long-term debt
                
                $
                19,274
                
                
                $
                20,668
                
                
                $
                21,518Less:
                    current portion
                
                
                (1,924
                )
                
                
                (1,902
                )
                
                
                (1,980
                )Non-current
                    portion
                
                $
                17,350
                
                
                $
                18,766
                
                
                $
                19,5382004September
                    30
                
                
                June
                    30
                
                
                March
                    31Total
                    long-term debt
                
                $
                21,478
                
                
                $
                22,347
                
                
                $
                22,518Less:
                    current portion
                
                
                (1,768
                )
                
                
                (1,649
                )
                
                
                (1,605
                )Non-current
                    portion
                
                $
                19,710
                
                
                $
                20,698
                
                
                $
                20,9132003September
                    30
                
                
                June
                    30
                
                
                March
                    31(Restated)
                
                
                (Restated)
                
                
                (Restated)Total
                    long-term debt
                
                $
                21,331
                
                
                $
                21,799
                
                
                $
                20,803Less:
                    current portion
                
                
                (889
                )
                
                
                (1,235
                )
                
                
                (1,228
                )Non-current
                    portion
                
                $
                20,442
                
                
                $
                20,564
                
                
                $
                19,575
  Scheduled
        principal repayments of the Trust’s long-term debt at December 31, 2005 are as
        follows:
 
 2006
                
                $
                1,8782007
                
                
                2,0202008
                
                
                2,0492009
                
                
                2,2162010
                
                
                2,391Thereafter
                
                
                8,260$
                18,814
  **10.     
        CAPITAL LEASE OBLIGATIONS AND CONSTRUCTION ADVANCES**
 
 RUK
        entered into PowerBank Arrangements with Ridgewood Renewable PowerBank LLC
        on
        September 12, 2003 and with Ridgewood Renewable PowerBank II LLC, Ridgewood
        Renewable PowerBank III LLC and Ridgewood Renewable PowerBank IV LLC on
        September 30, 2004 (each
        a
“PowerBank Fund” and collectively the “PowerBank Funds”).
 
 F-39
 Table
              of Contents
 
 Under
        the
        terms of the PowerBank Arrangements, each PowerBank Fund committed to providing
        £850,000 per MW of capacity, with each PowerBank Fund committing for a specified
        amount of capacity. The PowerBank Arrangements are denominated entirely in
        British pounds sterling and provide for funds to be advanced to RUK, initially
        for development and construction financing and, after the project reaches
        commercial operations, as permanent financing. During the construction period,
        RUK pays to the PowerBank Funds providing financing a prorated amount equal
        to
        10% per annum of the advances attributable to projects that have not yet
        reached
        commercial operation. When a project reaches commercial operation, title
        to the
        project passes from RUK to the PowerBank Funds that provided the financing
        for
        that project and the advances convert from construction advances to long-term
        financing.
 
 Under
        the
        long-term financing provisions of the PowerBank Arrangements, RUK is obligated
        to make regular fixed payments and formula-based variable payments, the amounts
        of which are determined by a combination of (i) the output of each plant
        and
        (ii) the price received for such output during the periods for which the
        payments are made. The PowerBank Arrangements provide for a minimum period
        of
        ten years for the permanent financing and can be extended on a
        project-by-project basis indefinitely by the PowerBank Fund providing the
        financing. There are no purchase options or residual guarantee provisions
        in the
        PowerBank Arrangements.
 
 RUK
        accounts for its obligations under the PowerBank Arrangements as either
        long-term or current (as appropriate) construction advance obligations and,
        in
        the case of the permanent financing, as capital lease obligations with a
        10-year
        minimum term and an initial lease obligation of £850,000 per MW. Should the cost
        of developing a given project be greater than or less than £850,000 per MW, then
        RUK will experience a gain or loss on the sale of the project. Such gains
        are
        deferred and taken into cost of revenues over the ten-year minimum lease
        period,
        while losses are realized and taken into other income at the time when such
        losses are considered to be probable.
 
 For
        the
        years ended December 31, 2004 and 2003, RUK had received construction advances
        of $12,100 and $41,474, respectively, from the PowerBank Funds for the
        purpose of developing projects with an operating capacity of 37.6MW. As of
        December 31, 2005, RUK had commissioned projects with total capacity of 21.3MW.
        The following table reflects the construction advances and anticipated capacity
        development associated with each PowerBank Fund as of December 31,
        2005:
 
 Net
                      Funds
                  
                  
                  AnticipatedFund
                  
                  Available
                      For
                  
                  
                  CapacityConstruction
                      *
                  
                  
                  (MW)PBI
                  
                  $
                  9,618
                  
                  
                  
                  7PBII
                  
                  
                  16,228
                  
                  
                  
                  11.6PBIII
                  
                  
                  18,881
                  
                  
                  
                  13PBIV
                  
                  
                  9,183
                  
                  
                  
                  6$
                  53,910
                  
                  
                  
                  37.6
 *
        In
        original $US, not impacted by currency
        translation.
 
 For
        the
        years ended December 31, 2005, 2004 and 2003, RUK paid to the PowerBank Funds
        construction period interest of $2,805, $3,448, and $1,418, respectively.
        RUK capitalized all of the construction period interest charges incurred
        during
        construction. The interest expense component of the capital lease payments
        made
        by RUK under the PowerBank Arrangements and included in interest expense
on
        the
        accompanying consolidated statements of operations was $3,401, $2,027, and
        $565
        for the years ended December 31, 2005, 2004 and 2003,
        respectively.
 
 F-40
 Table
              of Contents
  As
        of
        December 31, 2005, 2004 and 2003, RUK’s capital lease obligations and
        construction advances outstanding with the respective PowerBank Funds are
        as
        follows:
 
 2005Capital
                      Lease
                  
                  
                  ConstructionObligations
                  
                  
                  AdvancesPBI
                  
                  $
                  8,939
                  
                  
                  $
                  -PBII
                  
                  
                  14,206
                  
                  
                  
                  1,902PBIII
                  
                  
                  5,750
                  
                  
                  
                  13,164PBIV
                  
                  
                  -
                  
                  
                  
                  8,776$
                  28,895
                  
                  
                  $
                  23,8422004Capital
                      Lease
                  
                  
                  ConstructionObligations
                  
                  
                  Advances****
                  
                  
                  
                  ****PBI
                  
                  $
                  10,557
                  
                  
                  $
                  -PBII
                  
                  
                  13,787
                  
                  
                  
                  4,913PBIII
                  
                  
                  -
                  
                  
                  
                  21,289PBIV
                  
                  
                  -
                  
                  
                  
                  9,825$
                  24,344
                  
                  
                  $
                  36,0272003Capital
                      Lease
                  
                  
                  ConstructionObligations
                  
                  
                  AdvancesPBI
                  
                  $
                  10,480
                  
                  
                  $
                  -PBII
                  
                  
                  -
                  
                  
                  
                  17,536PBIII
                  
                  
                  -
                  
                  
                  
                  16,981PBIV
                  
                  
                  -
                  
                  
                  
                  -$
                  10,480
                  
                  
                  $
                  34,517
 Following
        is a summary of quarterly capital lease obligations and construction advances
        (unaudited):
 PB1
                  
                  
                  PBII
                  
                  
                  PBIII
                  
                  
                  PBIV
                  
                  
                  TotalNine
                      months ended September 30,  2005Construction
                      Advances
                  
                  $
                  -
                  
                  
                  $
                  1,948
                  
                  
                  $
                  13,486
                  
                  
                  $
                  8,990
                  
                  
                  $
                  24,424Capital
                      lease obligations
                  
                  
                  9,327
                  
                  
                  
                  14,759
                  
                  
                  
                  5,963
                  
                  
                  
                  -
                  
                  
                  
                  30,049Six
                      months ended June 30,  2005Construction
                      Advances
                  
                  $
                  -
                  
                  
                  $
                  3,068
                  
                  
                  $
                  13,807
                  
                  
                  $
                  9,205
                  
                  
                  $
                  26,080Capital
                      lease obligations
                  
                  
                  9,719
                  
                  
                  
                  14,240
                  
                  
                  
                  6,132
                  
                  
                  
                  -
                  
                  
                  
                  30,091Three
                      months ended March 31,  2005Construction
                      Advances
                  
                  $
                  -
                  
                  
                  $
                  3,194
                  
                  
                  $
                  20,763
                  
                  
                  $
                  9,583
                  
                  
                  $
                  33,540Capital
                      lease obligations
                  
                  
                  10,296
                  
                  
                  
                  15,037
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  25,333
 
 F-41
 Table
              of Contents
  PB1
                
                
                PBII
                
                
                PBIII
                
                
                PBIV
                
                
                TotalNine
                    months ended September 30,  2004Construction
                    Advances
                
                $
                -
                
                
                $
                9,636
                
                
                $
                19,884
                
                
                $
                8,957
                
                
                $
                38,477Capital
                    lease obligations
                
                
                10,473
                
                
                
                8,106
                
                
                
                -
                
                
                
                -
                
                
                
                18,579Six
                    months ended June 30,  2004Construction
                    Advances
                
                $
                -
                
                
                $
                11,214
                
                
                $
                19,972
                
                
                $
                -
                
                
                $
                31,186Capital
                    lease obligations
                
                
                10,521
                
                
                
                6,606
                
                
                
                -
                
                
                
                -
                
                
                
                17,127Three
                    months ended March 31,  2004Construction
                    Advances
                
                $
                -
                
                
                $
                15,988
                
                
                $
                20,180
                
                
                $
                -
                
                
                $
                36,168Capital
                    lease obligations
                
                
                10,630
                
                
                
                2,018
                
                
                
                -
                
                
                
                -
                
                
                
                12,648Nine
                    months ended September 30,  2003, restatedConstruction
                    Advances
                
                $
                -
                
                
                $
                16,438
                
                
                $
                -
                
                
                $
                -
                
                
                $
                16,438Capital
                    lease obligations
                
                
                9,861
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                9,861Six
                    months ended June 30,  2003, restatedConstruction
                    Advances
                
                $
                5,467
                
                
                $
                13,765
                
                
                $
                -
                
                
                $
                -
                
                
                $
                19,232Capital
                    lease obligations
                
                
                4,208
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                4,208Three
                    months ended March 31,  2003, restatedConstruction
                    Advances
                
                $
                2,620
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                2,620Capital
                    lease obligations
                
                
                1,339
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,339
 In
        addition to the PowerBank capital lease arrangements, RUK leases certain
        vehicles and equipment under multiple lease agreements which vary in terms
        and
        rates ranging from 7.4% to 8.9%. At December 31, 2005 and 2004, the capital
        lease obligation for these assets was $900 and $1,090, respectively. Following
        are the quarterly capital lease obligations for these assets
        (unaudited):
 
 Three
                    months ended March 31, 2004
                
                $
                467Six
                    months ended June 30, 2004
                
                
                448Nine
                    months ended September 30, 2004
                
                
                1,049Three
                    months ended March 31, 2005
                
                
                1,167Six
                    months ended June 30, 2005
                
                
                1,059Nine
                    months ended September 30, 2005
                
                
                977
 
 Following
        is a summary of all capital lease obligations at December 31, 2005, 2004
        and
        2003:
 
 2005
                
                
                2004
                
                
                2003Gross
                    payments
                
                $
                48,174
                
                
                $
                41,840
                
                
                $
                17,973Less:
                    imputed interest
                
                
                (18,379
                )
                
                
                (16,406
                )
                
                
                (7,493
                )Total
                    capital lease obligations
                
                
                29,795
                
                
                
                25,434
                
                
                
                10,480Less
                    - current maturity
                
                
                (2,897
                )
                
                
                (1,832
                )
                
                
                (787
                )Capital
                    lease obligations - long term portion
                
                $
                26,898
                
                
                $
                23,602
                
                
                $
                9,693
  F-42
 Table
              of Contents
 
 At
        December 31, 2005, remaining scheduled repayments of capital lease obligations
        principal are as follows:
 
 2006
                  
                  $
                  2,8972007
                  
                  
                  2,5032008
                  
                  
                  2,7992009
                  
                  
                  3,1602010
                  
                  
                  3,527Thereafter
                  
                  
                  14,909Total
                  
                  $
                  29,795
 Included
        in plant and equipment are assets under capital lease obligations with a
        net
        book value of $23,305, $21,173 and $8,037 for the years ended December 31,
        2005,
        2004 and 2003, respectively.
 
 
 **11.     
        COMMITMENTS AND CONTINGENCIES**
 
 On
        November 10, 2003, RUK entered into an equipment purchase agreement with
        its
        main supplier for the purchase of the electricity generation equipment
        constituting the primary element of the projects making up RUK’s future
        expansion. The sales price of the equipment was negotiated in euros and the
        contract allowed RUK to fix the Euro price for a substantial portion of its
        future construction costs. Foreign currency translation losses for the years
        ended December 31, 2005, 2004 and 2003 were $209, $22 and $30, respectively,
        which is included in other expenses in the consolidated statements of
        operations. As of December 31, 2005, all of the units provided for in the
        equipment purchase agreement had either been delivered or had been ordered
        with
        delivery pending. A portion of the required payments with respect to 15
        engine/generator sets remains outstanding pending full performance by the
        equipment supplier. The total of these payment obligations is approximately
        $4,077 at December 31, 2005 and payments are subject to and contingent on
        supplier performance in subsequent periods. RUK anticipates that its purchase
        commitments will be fulfilled over the next two years. The engines acquired
        are
        to be used in RUK’s continued expansion under the RO program pursuant to the
        PowerBank Fund Arrangements described in Note 10.
 
 The
        Trust
        is subject to legal proceedings involving ordinary and routine claims related
        to
        its business. The ultimate legal and financial ability with respect to 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.
 
 
 **12.      ELECTRIC
        POWER SALES CONTRACTS**
 
 RUK
        is
        committed to sell all of the output from certain of its projects, representing
        26.5MWs at December 31, 2005, to the NFPA, a not-for-profit organization
        that
        purchases electricity generated by certain renewable power projects on behalf
        of
        large English electric utilities. The electricity prices provided for in
        these
        contracts were set at an initial level and are adjusted annually based on
        general inflation in the UK.
 
 F-43
 Table
              of Contents
 
 Each
        contract is specific to a certain project site with contract terms being
        typically 15 years from the start of project commercial operation of the
        project
        under contract. Contracts for certain projects have shorter durations to
        match
        expected project life. Contracts with the NFPA cannot be transferred from
        their
        original site. RUK’s remaining projects, representing 15.7MW at December 31,
        2005, are subject to the PowerBank Arrangements and the output from these
        projects is sold under one year contracts renegotiated by the PowerBank Funds
        from time-to-time. The pricing, terms and counter-parties of these contracts
        are
        subject to change and reflect market conditions at the time they are entered
        into.
 
 
 **13.     
        LANDFILL GAS AGREEMENTS**
 
 Projects
        of RUK are located on the sites of landfills owned and operated by third
        parties. In each case RUK has entered into agreements with the landfill site
        operators (each a “Gas Agreement”) that give RUK certain rights including the
        right to occupy the portion of the landfill site required for its electricity
        generation project (or projects), to build the project to specifications
        agreed
        with the landfill site operator, to have access to the project compound,
        to
        install, own, operate and maintain a landfill gas collection system and to
        use
        the methane-containing gas produced by the landfill site for the purpose
        of
        generating electricity. In exchange, RUK agrees to use its efforts to control
        the escaping of gas from the landfill and to pay a royalty to the landfill
        operator. The landfill gas royalty is typically a percentage of the revenue
        of
        the project and may have a fixed payment component. For the years ended December
        31, 2005, 2004 and 2003, royalty expense was $4,278, $2,361 and $1,304,
        respectively. The term of the Gas Agreements to which RUK is a party vary
        but
        are long-term agreements approximating the expected life of the project to
        be
        located on a site.
  **14.  
           INCOME TAXES**
 
 The
        components of Income (loss) before provision for income taxes for the years
        ended December 31, 2005, 2004 and 2003 are as follows:
 2005
                  
                  
                  2004
                  
                  
                  2003United
                      States
                  
                  $
                  362
                  
                  
                  $
                  (3,005
                  )
                  
                  $
                  (6,473
                  )Foreign
                  
                  
                  (1,741
                  )
                  
                  
                  (1,893
                  )
                  
                  
                  (2,174
                  )$
                  (1,379
                  )
                  
                  $
                  (4,898
                  )
                  
                  $
                  (8,647
                  )
 The
        foreign loss includes $1,646, $1,588 and $1,632 from RUK and $95, $305 and
        $542 from NEH, for the years ended December 31, 2005, 2004 and 2003,
        respectively, which is reported net of tax effect consistent with the equity
        method of accounting.
 
 The
        US
        Hydro income (loss) is reported net of tax effect consistent with the equity
        method of accounting.
 
 The
        Trust
        is not subject to US income tax as it is treated as a fiscally transparent
        entity for US income tax purposes. Income tax expense represents foreign
        taxes
        paid by CLPE Holdings Ltd. (“CLP”). For the years ended December 31, 2005, 2004
        and 2003, the provision for income taxes consists of:
 F-44
 Table
              of Contents
  2005
                  
                  
                  2004
                  
                  
                  2003CurrentForeign
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  (105
                  )DeferredForeign
                  
                  
                  261
                  
                  
                  
                  10
                  
                  
                  
                  (130
                  )Income
                      tax expense (benefit)
                  
                  $
                  261
                  
                  
                  $
                  10
                  
                  
                  $
                  (235
                  )
 At
          December 31, 2005, 2004 and 2003, CLP had approximately $960, $1,006 and
          $1,055,
          respectively, of unused net operating losses, all of which may be carried
          forward indefinitely.  However, CLP's ability to utilize its NOL's may
          be limited due to the tax structure in the UK. Accordingly, CLP has determined
          that it is not more likely than not that it will realize the benefit of
          these NOL's and, as such, has recorded a full valuation allowance against
          the
          related deferred tax asset. Deferred income taxes reflect the tax effects
          of temporary
          differences between the carrying amounts of assets and liabilities for
          financial
          reporting purposes and the amounts used for income tax purposes. The components
          of the Trust's deferred income tax assets and liabilities at December 31,
          2005,
          2004 and 2003 are as follows:
 2005
                    
                    
                    2004
                    
                    
                    2003Deferred
                        tax assetsNet
                        operating losses - noncurrent
                    
                    $
                    288
                    
                    
                    $
                    302
                    
                    
                    $
                    316Less:
                        valuation allowance
                    
                    
                    (288
                    )
                    
                    
                    (302
                    )
                    
                    
                    (316
                    )$
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Deferred
                        tax liabiltiesDepreciation
                        - noncurrent
                    
                    $
                    1,105
                    
                    
                    $
                    960
                    
                    
                    $
                    877
 **15.     
        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. In return, the Trust is obligated to pay the
        Managing Shareholder an annual management fee equal to 2.5% of the total
        contributed capital of the Trust, or $2,332 annually, as compensation for
        such
        services. These charges may not be indicative of costs incurred if the Trust
        were not operated by RPM. 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.
 
 The
        Managing Shareholder waived its right to receive $1,837 in management fees
        for
        2005. For 2004 and 2003, the Managing Shareholder waived 50% of the management
        fees due in such years (or $1,166 per year). The Trust recorded the waived
        management fees as deemed capital contributions in the periods in which the
        fees
        pertained to. The shareholders of the Trust other than the Managing Shareholder
        were allocated 99% of each contribution and the Managing Shareholder was
        allocated 1% so that the amount of the contribution allocated offset the
        amount of the expense initially accrued. For the years ended December 31,
        2005,
        2004 and 2003, the Trust made management fee payments to the Managing
        Shareholder of $495, $750 and $540, respectively. Unpaid management fees
        that
        accrued during the years ended December 31, 2004, 2003 and 2002 of $416,
        $626
        and $476, respectively, were forgiven by the Managing Shareholder in the
        fourth
        quarter of 2005 and were recorded as capital contributions at that time in
        the
        manner described above.
  For
        the
        years ended December 31, 2005, 2004 and 2003, the Trust accrued interest
        expense
        of $263, $217 and $151, respectively, on accrued but unpaid management fees.
        The
        interest accrued has been waived by the Managing Shareholder and recorded
        as
        capital contribution in the period waived.
 
 F-45
 Table
              of Contents
 
 Under
        the
        Management Agreement with the Managing Shareholder, RPM, an entity related
        to
        the Managing Shareholder through common ownership, 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.
 
 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% 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 each of the years ended December
        31, 2005, 2004 and 2003, the Managing Shareholder received a distribution
        of $9,
        $14 and $19, respectively.
 
 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.
 
 RRP
        owns 1.81 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.
 
 On
        June
        26, 2003, the Managing Shareholder, entered into a Revolving Credit and Security
        Agreement with Wachovia Bank, National Association. The agreement, as amended,
        allows the Managing Shareholder to obtain loans and letters of credit of
        up to
        $6,000 for the benefit of the trusts and funds that it manages. As part of
        the
        agreement, the Trust agreed to limitations on its ability to incur indebtedness,
        and liens and to provide guarantees. The Managing Shareholder and Wachovia
        Bank
        agreed to extend the Managing Shareholder’s line of credit through May 31,
        2008.
 
 F-46
 Table
              of Contents
 
 The
        Trust
        records short-term payables and receivables from other affiliates in the
        ordinary course of business. The amounts payable and receivable with the
        other
        affiliates do not bear interest. At December 31, 2005, 2004 and 2003 the
        Trust
        had outstanding payables and receivables as follows:
  December
                      31,
                  
                  
                  December
                      31,2005
                  
                  
                  2004
                  
                  
                  2003
                  
                  
                  2005
                  
                  
                  2004
                  
                  
                  2003Due
                      from
                  
                  
                  Due
                      toRPM
                  
                  $
                  512
                  
                  
                  $
                  469
                  
                  
                  $
                  212
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -RRP
                  
                  
                  534
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,495
                  
                  
                  
                  1,269Growth
                      Fund
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  446
                  
                  
                  
                  527
                  
                  
                  
                  849US
                      Hydro
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  403
                  
                  
                  
                  1,200
                  
                  
                  
                  1,201Maine
                      Hydro
                  
                  
                  44
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  147
                  
                  
                  
                  356Indeck
                      Maine
                  
                  
                  -
                  
                  
                  
                  234
                  
                  
                  
                  370
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -NEH
                  
                  
                  115
                  
                  
                  
                  159
                  
                  
                  
                  141
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Ridgewood
                      Providence B
                  
                  
                  207
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Ridgewood
                      Renewable PowerBanks
                  
                  
                  363
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Other
                      affiliates
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  16
                  
                  
                  
                  19
                  
                  
                  
                  170Total
                  
                  $
                  1,775
                  
                  
                  $
                  862
                  
                  
                  $
                  723
                  
                  
                  $
                  865
                  
                  
                  $
                  3,388
                  
                  
                  $
                  3,845
  The
            Trust
            had the following quarterly outstanding payables and receivables with the
            following affiliates (unaudited):
  2005September
                      30
                  
                  
                  June
                      30
                  
                  
                  March
                      31
                  
                  
                  September
                      30
                  
                  
                  June
                      30
                  
                  
                  March
                      31Due
                      from
                  
                  
                  Due
                      toRPM
                  
                  $
                  522
                  
                  
                  $
                  497
                  
                  
                  $
                  488
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -RRP
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,417
                  
                  
                  
                  2,057
                  
                  
                  
                  1,615Growth
                      Fund
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  517
                  
                  
                  
                  515
                  
                  
                  
                  532US
                      Hydro
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  403
                  
                  
                  
                  302
                  
                  
                  
                  1,738Maine
                      Hydro
                  
                  
                  146
                  
                  
                  
                  146
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  297Indeck
                      Maine
                  
                  
                  -
                  
                  
                  
                  180
                  
                  
                  
                  624
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -NEH
                  
                  
                  133
                  
                  
                  
                  186
                  
                  
                  
                  159
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Ridgewood
                      Providence B
                  
                  
                  207
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Ridgewood
                      Renewable PowerBanks
                  
                  
                  240
                  
                  
                  
                  121
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Other
                      affiliates
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  17
                  
                  
                  
                  18
                  
                  
                  
                  18Total
                  
                  $
                  1,248
                  
                  
                  $
                  1,130
                  
                  
                  $
                  1,271
                  
                  
                  $
                  3,354
                  
                  
                  $
                  2,892
                  
                  
                  $
                  4,200
  2004September
                      30
                  
                  
                  June
                      30
                  
                  
                  March
                      31
                  
                  
                  September
                      30
                  
                  
                  June
                      30
                  
                  
                  March
                      31Due
                      from
                  
                  
                  Due
                      toRPM
                  
                  $
                  457
                  
                  
                  $
                  229
                  
                  
                  $
                  155
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -RRP
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,729
                  
                  
                  
                  2,733
                  
                  
                  
                  2,350Growth
                      Fund
                  
                  
                  89
                  
                  
                  
                  437
                  
                  
                  
                  783
                  
                  
                  
                  261
                  
                  
                  
                  256
                  
                  
                  
                  253US
                      Hydro
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,455
                  
                  
                  
                  1,303
                  
                  
                  
                  1,311Maine
                      Hydro
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  774
                  
                  
                  
                  26
                  
                  
                  
                  18Indeck
                      Maine
                  
                  
                  234
                  
                  
                  
                  1,575
                  
                  
                  
                  1,830
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -NEH
                  
                  
                  162
                  
                  
                  
                  162
                  
                  
                  
                  162
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Ridgewood
                      Renewable PowerBanks
                  
                  
                  2,589
                  
                  
                  
                  4,416
                  
                  
                  
                  7,346
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Other
                      affiliates
                  
                  
                  35
                  
                  
                  
                  31
                  
                  
                  
                  30
                  
                  
                  
                  53
                  
                  
                  
                  51
                  
                  
                  
                  51Total
                  
                  $
                  3,566
                  
                  
                  $
                  6,850
                  
                  
                  $
                  10,306
                  
                  
                  $
                  5,272
                  
                  
                  $
                  4,369
                  
                  
                  $
                  3,983
 
 F-47
 Table
              of Contents
 2003September
                      30
                  
                  
                  June
                      30
                  
                  
                  March
                      31
                  
                  
                  September
                      30
                  
                  
                  June
                      30
                  
                  
                  March
                      31Due
                      from
                  
                  
                  Due
                      to(Restated)
                  
                  
                  (Restated)
                  
                  
                  (Restated)
                  
                  
                  (Restated)
                  
                  
                  (Restated)
                  
                  
                  (Restated)RPM
                  
                  $
                  102
                  
                  
                  $
                  109
                  
                  
                  $
                  45
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -RRP
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,046
                  
                  
                  
                  1,764
                  
                  
                  
                  1,680Growth
                      Fund
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  242
                  
                  
                  
                  408
                  
                  
                  
                  401US
                      Hydro
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,651
                  
                  
                  
                  1,651
                  
                  
                  
                  1,320Maine
                      Hydro
                  
                  
                  -
                  
                  
                  
                  75
                  
                  
                  
                  181
                  
                  
                  
                  70
                  
                  
                  
                  -
                  
                  
                  
                  -Indeck
                      Maine
                  
                  
                  370
                  
                  
                  
                  370
                  
                  
                  
                  600
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -NEH
                  
                  
                  156
                  
                  
                  
                  154
                  
                  
                  
                  155
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Other
                      affiliates
                  
                  
                  11
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  31
                  
                  
                  
                  20
                  
                  
                  
                  20Total
                  
                  $
                  639
                  
                  
                  $
                  708
                  
                  
                  $
                  981
                  
                  
                  $
                  4,040
                  
                  
                  $
                  3,843
                  
                  
                  $
                  3,421
  **16.FINANCIAL INFORMATION BY BUSINESS SEGMENT AND
        LOCATION**
 
 In
        2005,
        2004 and 2003, revenues were recorded from customers of RUK. The financial
        statements of Maine Hydro, Indeck Maine, NEH and US Hydro are not consolidated
        with those of the Trust and, accordingly, their revenues are not considered
        to
        be operating revenues. For the years ended December 31, 2005, 2004 and 2003,
        financial information by geographic location was as follows:


2005
                    
                    
                    2004
                    
                    
                    2003US
                    
                    
                    RUK
                    
                    
                    US
                    
                    
                    RUK
                    
                    
                    US
                    
                    
                    RUKTotal
                        assets
                    
                    $
                    16,297
                    
                    
                    $
                    84,391
                    
                    
                    $
                    12,766
                    
                    
                    $
                    100,342
                    
                    
                    $
                    12,911
                    
                    
                    $
                    92,296Revenues
                    
                    
                    -
                    
                    
                    
                    32,359
                    
                    
                    
                    -
                    
                    
                    
                    22,878
                    
                    
                    
                    -
                    
                    
                    
                    13,729
 The
          Trust
          sells all of the electricity it produces from the project that it owns
          to the
          NFPA, a non-profit organization that purchases electricity generated by
          renewable sources (such as landfill gas power plants) on behalf of all
          British
          utilities in order to meet British environmental protection goals. Projects
          subject to PowerBank lease financing arrangements sell their output of
          electricity and ROCs under short-term contracts entered into from
          time-to-time.
 
 The
        Trust
        manages and evaluates its operations in one reportable power generation business
        segment, and as a result, no segment information has been disclosed outside
        of
        geographical information.
  
 F-48
 Table
              of Contents
 
  17.     SELECTED
        UNAUDITED QUARTERLY FINANCIAL DATA
 2005
                      Quarters1st
                  
                  
                  2nd
                  
                  
                  3rd
                  
                  
                  4thRevenues
                  
                  $
                  6,882
                  
                  
                  $
                  8,749
                  
                  
                  $
                  8,176
                  
                  
                  $
                  8,552Gross
                      profit
                  
                  
                  855
                  
                  
                  
                  1,340
                  
                  
                  
                  281
                  
                  
                  
                  557Income
                      (loss) from operations
                  
                  
                  67
                  
                  
                  
                  564
                  
                  
                  
                  (559
                  )
                  
                  
                  (680
                  )Net
                      (loss) income
                  
                  
                  (1,156
                  )
                  
                  
                  171
                  
                  
                  
                  (397
                  )
                  
                  
                  (258
                  )Net
                      (loss) income per Investor Share
                  
                  
                  (1,227
                  )
                  
                  
                  181
                  
                  
                  
                  (421
                  )
                  
                  
                  (273
                  )2004
                      Quarters1st
                  
                  
                  2nd
                  
                  
                  3rd
                  
                  
                  4thRevenues
                  
                  $
                  5,018
                  
                  
                  $
                  5,478
                  
                  
                  $
                  5,639
                  
                  
                  $
                  6,743Gross
                      profit
                  
                  
                  298
                  
                  
                  
                  850
                  
                  
                  
                  318
                  
                  
                  
                  1,117(Loss)
                      income from operations
                  
                  
                  (496
                  )
                  
                  
                  (370
                  )
                  
                  
                  (355
                  )
                  
                  
                  244Net
                      loss
                  
                  
                  (1,185
                  )
                  
                  
                  (610
                  )
                  
                  
                  (1,660
                  )
                  
                  
                  (1,453
                  )Net
                      loss per Investor Share
                  
                  
                  (1,258
                  )
                  
                  
                  (647
                  )
                  
                  
                  (1,762
                  )
                  
                  
                  (1,541
                  )2003
                      Quarters1st
                  
                  
                  2nd
                  
                  
                  3rd
                  
                  
                  4th(Restated)
                  
                  
                  (Restated)
                  
                  
                  (Restated)Revenues
                  
                  $
                  2,792
                  
                  
                  $
                  3,184
                  
                  
                  $
                  3,338
                  
                  
                  $
                  4,415Gross
                      (loss) profit
                  
                  
                  (121
                  )
                  
                  
                  46
                  
                  
                  
                  (79
                  )
                  
                  
                  436(Loss)
                      income from operations
                  
                  
                  (925
                  )
                  
                  
                  (948
                  )
                  
                  
                  (1,242
                  )
                  
                  
                  64Net
                      loss
                  
                  
                  (1,786
                  )
                  
                  
                  (336
                  )
                  
                  
                  (3,572
                  )
                  
                  
                  (2,718
                  )Net
                      loss per Investor Share
                  
                  
                  (1,895
                  )
                  
                  
                  (357)
                  
                  
                  
                  (3,791
                  )
                  
                  
                  (2,884
                  )
 
 **18.     
        SUBSEQUENT EVENTS**
 
 On
        December 31, 2005, an investor in the Trust and entities affiliated with
        the
        Trust filed an Amended Complaint and Jury Demand in Massachusetts Superior
        Court
        against affiliated entities of the Trust, including the Managing Shareholder
        and
        the Chairman of the Trust. The plaintiff alleges violations of the Massachusetts
        Securities Act, as well as breach of fiduciary duty, fraud, breach of contract,
        negligent misrepresentation and unjust enrichment all related to a set of
        alleged facts and allegations regarding the sale of securities of funds
        (including the Trust) sold in private offerings and the operation of those
        funds
        subsequent to the sale. The plaintiff is seeking damages of $900 with interest
        and other damages to be determined at trial. In February 2007, the plaintiff
        instituted a second lawsuit in Massachusetts
        state court against the Trust and affiliated entities alleging that the
        allocation of the proceeds from the sale of RUK assets was unfair and sought
        an
        injunction prohibiting the distribution to shareholders of such proceeds.
         The Trust and affiliates prevailed on the injunction, and the matter is
        currently pending in Massachusetts state court and no trial date has been
        set.
        All defendants deny the allegations and intend to defend both actions
        vigorously.
  On
        August
        16, 2006, the Managing Shareholder of the Trust and affiliates of the Trust,
        filed lawsuits against the former independent registered public accounting
        firm
        for the Trust, Perelson Weiner, LLP (“Perelson Weiner”), in New Jersey Superior
        Court. The suits alleged professional malpractice and breach of contract
        in
        connection with audit and accounting services performed by Perelson Weiner.
        On
        October 26, 2006, Perelson Weiner filed a counterclaim against the Trust
        and its
        affiliates alleging breach of contract due to unpaid invoices. Discovery
        is
        ongoing and no trial date has been set. The costs and expenses of the litigation
        are being paid for by the Managing Shareholder and affiliated management
        companies and not the underlying investment funds, including the
        Trust.
 
 F-49
 Table
              of Contents
 
 On
        August
        28, 2006, Indeck Maine and Commerce amended its mortgage loan note and
        subordination agreement, whereby, Indeck Maine was permitted to repay up
        to
        $2,500 of its subordinated notes to Ridgewood Indeck Investors and Indeck
        in
        calendar year 2006. On December 18, 2006, Indeck Maine paid approximately
        $1,883
        of interest on the subordinated notes payable to its Ridgewood Indeck Investors
        and Indeck, including $471 to the Trust.
 
 On
        January 23, 2007, RUK entered into an agreement (the “Sale Agreement”) along
        with Arbutus and the PowerBank Funds (the “Sellers”), and MEIF LG Energy Limited
        (the “Buyer”) as buyer. At that time, RUK owned 88% of the issued and
        outstanding shares of CLP and the remaining 12% of CLP was owned by Arbutus.
        On
        February 22, 2007, RUK completed the sale (the “Sale”) of all of the issued and
        outstanding shares of CLP. These assets did not meet the criteria for
        classification as Held for Sale at the end of any reporting period presented
        in
        the consolidated financial statements.
 
 Under
        the
        Sale Agreement, the Buyer agreed to buy (i) 100% of the issued and outstanding
        shares (the “Shares”) of CLP from Ridgewood UK and Arbutus, and (ii)
        substantially all of the assets (the “Assets”) of the PowerBanks. The Assets and
        the Shares constitute all the landfill gas business located in the United
        Kingdom of RUK and of the PowerBank Funds.
 
 In
        accordance with the Sale Agreement, at closing, the Buyer paid an aggregate
        purchase price for the Shares and the Assets of £117.8 million ($229.5 million),
        subject to a working capital adjustment that resulted in an increase to the
        purchase price of approximately £4.2 million ($8.2 million). After adjustment,
        the purchase price for the Shares was approximately £25.1 million ($48.9
        million), of which approximately £22.1 million ($43.1 million) was attributable
        to the shares sold by RUK. Taking into account payments made to RUK pursuant
        to
        certain sharing arrangements with the PowerBanks, the total gross sales proceeds
        to RUK were approximately £27.6 million ($53.8 million).
 
 On
        February 23, 2007, the Manager caused a portion of the sales proceeds to
        be
        converted from sterling into US dollars, which was done at the rate of 1.9483
        US dollars for each pound sterling. On March 27, 2007, a subsequent
        conversion took place at an exchange rate of 1.9604 US dollars for each pound
        sterling. While certain transactions remain to be made that will require
        dollar/sterling conversions, management of the Trust does not expect the
        exchange rates of these conversions to have a material effect on
        RUK.
 
 The
        Sellers gave a number of warrantees and indemnities to the Buyer in connection
        with the Sale that are typical of such transactions. Should there be a breach
        or
        breaches of the warrantees or should an indemnifiable event occur, the Buyer
        could make claims against the Sellers including RUK. Management of RUK does
        not
        believe there is a material likelihood that such a claim will arise or that,
        should such a claim arise, RUK would incur a material liability. This belief
        is
        based, in part, on the Sellers having purchased warrantee and indemnity
        insurance to minimize such risk and no reserves or escrow will be provided
        for
        the contingent liability represented by these warrantees and indemnities.
        As of
        the date of this filing, the Trust is not aware of any claims. RUK has
        distributed all but a nominal amount of the sale proceeds to its
        shareholders.
  F-50