Attached files
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| EX-32 - RIDGEWOOD POWER GROWTH FUND /NJ | ex32.htm |
| EX-31 - RIDGEWOOD POWER GROWTH FUND /NJ | ex31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2011
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________ to _______
Commission File Number: 0-25935
THE RIDGEWOOD POWER GROWTH FUND
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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22-3495594
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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500 Delaware Avenue, #1112, Wilmington, DE
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19801
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(Address of Principal Executive Offices)
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(Zip Code)
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(302) 888-7444
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name, former address and former fiscal year, if changed since last report)
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of July 31, 2011, there were 658.2067 Investor Shares outstanding.
FORM 10-Q
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PART I.
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FINANCIAL INFORMATION
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Page
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1
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8
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9
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9
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PART II.
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OTHER INFORMATION
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PART I. FINANCIAL INFORMATION
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THE RIDGEWOOD POWER GROWTH FUND
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CONDENSED CONSOLIDATED STATEMENTS OF NET ASSETS
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(Liquidation Basis)
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(in thousands)
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June 30,
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December 31,
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2011
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2010
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(unaudited)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 285 | $ | 1,657 | ||||
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Due from affilitates
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100 | - | ||||||
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Other current assets
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48 | 10 | ||||||
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Total assets
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$ | 433 | $ | 1,667 | ||||
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LIABILITIES AND NET ASSETS
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Current liabilities:
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Accounts payable and accrued expenses
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$ | 316 | $ | 355 | ||||
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Due to affiliates
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100 | 544 | ||||||
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Total liabilities
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$ | 416 | $ | 899 | ||||
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Net assets in liquidation
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$ | 17 | $ | 768 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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THE RIDGEWOOD POWER GROWTH FUND
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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
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(Liquidation Basis)
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(unaudited, in thousands)
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Six Months
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Period From
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Ended
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March 3, 2010
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Three Months Ended
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June 30, 2011
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to June 30, 2010
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June 30, 2011
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June 30, 2010
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Net assets in liquidation, beginning of period
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$ | 768 | $ | - | $ | 563 | $ | 5,090 | ||||||||
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Shareholders' equity at March 2, 2010
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- | 6,995 | - | - | ||||||||||||
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Initial estimate of future management fees
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- | (1,260 | ) | - | - | |||||||||||
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Initial estimate of liquidation accruals
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- | (645 | ) | - | - | |||||||||||
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Distributions to shareholders
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- | (1,646 | ) | - | (1,646 | ) | ||||||||||
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Estimated Special Litigation Committee expenses
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(1,315 | ) | (150 | ) | (718 | ) | (150 | ) | ||||||||
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Adjustment to estimated future management fees to be incurred during liquidation
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475 | - | 125 | - | ||||||||||||
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Other, net
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89 | - | 47 | - | ||||||||||||
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Net assets in liquidation, end of period
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$ | 17 | $ | 3,294 | $ | 17 | $ | 3,294 | ||||||||
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Distributions per Investor Share
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$ | - | $ | 2,500 | $ | - | $ | 2,500 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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THE RIDGEWOOD POWER GROWTH FUND
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CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
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FOR THE PERIOD FROM JANUARY 1, 2010 TO MARCH 2, 2010
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(Going Concern Basis)
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(unaudited, in thousands, except per share data)
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Operating expenses:
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General and administrative expenses
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$ | 119 | ||
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Management fee to Managing Shareholder
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274 | |||
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Total operating expenses
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393 | |||
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Loss from operations
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(393 | ) | ||
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Other income (expense):
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Interest income
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6 | |||
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Interest expense
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(20 | ) | ||
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Total other expense, net
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(14 | ) | ||
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Loss from continuing operations
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(407 | ) | ||
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Income from discontinued operations (see Note 3)
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257 | |||
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Net loss
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(150 | ) | ||
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Net earnings attributable to noncontrolling interest
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(107 | ) | ||
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Net loss attributable to Growth Fund
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$ | (257 | ) | |
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Amount attributable to Growth Fund shareholders - Net (loss) income:
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Continuing operations
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$ | (407 | ) | |
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Discontinued operations
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150 | |||
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Managing Shareholder - Net (loss) income:
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Continuing operations
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$ | (4 | ) | |
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Discontinued operations
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2 | |||
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Investor Shareholders - Net (loss) income:
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Continuing operations
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(403 | ) | ||
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Discontinued operations
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148 | |||
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Net (loss) income per Investor Share:
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Continuing operations
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(612 | ) | ||
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Discontinued operations
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225 | |||
The accompanying notes are an integral part of these condensed consolidated financial statements
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THE RIDGEWOOD POWER GROWTH FUND
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
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FOR THE PERIOD FROM JANUARY 1, 2010 TO MARCH 2, 2010
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(Going Concern Basis)
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(unaudited, in thousands)
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Cash flows from operating activities:
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Net cash used in operating activities
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$ | (9,638 | ) | |
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Cash flows from investing activities:
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Collections from notes receivable
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725 | |||
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Net proceeds from disposal of REFI
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8,853 | |||
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Net cash provided by investing activities
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9,578 | |||
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Net decrease in cash and cash equivalents
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(60 | ) | ||
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Cash and cash equivalents, beginning of period
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159 | |||
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Cash and cash equivalents, end of period
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$ | 99 | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
THE RIDGEWOOD POWER GROWTH FUND
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
1. DESCRIPTION OF BUSINESS
The Ridgewood Power Growth Fund (the “Fund”) is a Delaware trust formed on February 18, 1997. The Fund began offering shares in February 1998 and concluded its offering in April 2000. The Fund has 658.2067 investor shares of beneficial interest (“Investor Shares”) outstanding. Prior to the adoption of the Fund’s Plan of Dissolution (described below), the objective of the Fund was to provide benefits to its shareholders through a combination of distributions of operating cash flow and capital appreciation. The Managing Shareholder of the Fund is Ridgewood Renewable Power LLC, a New Jersey limited liability company (the “Managing Shareholder” or “RRP”). Historically, the Fund focused primarily on independent power generation facilities, water desalinization plants and other infrastructure projects both in the US and abroad.
The Fund’s accompanying condensed consolidated financial statements include the accounts of the Fund and its formerly majority owned subsidiary, Ridgewood Near East Holding LLC (“NEH”). The Fund owned a 68.1% interest in NEH and the remaining noncontrolling interests were owned by Ridgewood Electric Power Trust V (“Trust V”) (14.1%) and Ridgewood/Egypt Fund (“Egypt Fund”) (17.8%).
On March 2, 2010, NEH sold its interests in its wholly owned subsidiary, Ridgewood Egypt for Infrastructure LLC (Egypt) (“REFI”), the final operating asset of the Fund. In addition to its other operating assets, REFI also owned, through a combination of direct and indirect ownership, 75.9% of Sinai For Environmental Services S.A.E. (“Sinai”). NEH was dissolved in December 2010.
For periods prior to the sale of Fund’s subsidiaries, the interests of Trust V and Egypt Fund, and the interests of the other owners of Sinai, are presented as noncontrolling interests in the accompanying condensed consolidated statement of operations.
On March 2, 2010, the date of the sale of REFI, the Plan of Liquidation and Dissolution of The Ridgewood Power Growth Fund (the “Plan of Dissolution”) became effective. Under the Plan of Dissolution, the business of the Fund shifted, and became limited to the disposal of its remaining assets and resolution of its remaining liabilities. Upon the completion of these activities, if successful, the Managing Shareholder expects to distribute any remaining cash to the Fund’s shareholders and then proceed to terminate the Fund and its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Fund is required to make adequate provisions to satisfy its known and unknown liabilities, which could substantially delay or limit the Fund’s ability to make future distributions to shareholders. The process of accounting for the Fund’s liabilities, including those that are presently unknown, may involve difficult valuation decisions, which could adversely impact the amount or timing of any future distributions by the Fund.
Under the Plan of Dissolution, the Managing Shareholder has sole authority to conduct the Fund’s dissolution, liquidation and termination without additional shareholder approval. As of August 12, 2011, the Fund has not been liquidated, primarily due to on-going litigation discussed in Note 5. The Managing Shareholder is unable to estimate when this litigation will be resolved and what financial impact the litigation will have on the Fund’s net assets and the timing or amount of any distributions to shareholders. The Fund does not anticipate any distributions until the Fund has completed the liquidation process, at which time, the Fund’s remaining cash, if any, will be distributed to its shareholders.
For the purposes of the Fund’s estimates of fees and expenses to be incurred during liquidation, management has assumed that the liquidation of the Fund will be completed by December 31, 2011. If the liquidation of the Fund, including the resolution of the litigation discussed in Note 5, is not completed by that date, the actual expenses that the Fund will incur will likely increase.
The Fund estimates that it currently has sufficient cash balances to meet its known obligations, primarily as the Managing Shareholder has agreed to pay fees and expenses associated with a Special Litigation Committee, if the Fund does not have the cash to do so. Additionally, the Managing Shareholder anticipates waving a portion of management fees due to it, though it is under no obligation to do so.
The Fund has evaluated subsequent events and transactions through the date of the issuance of its financial statements, and concluded that there were no such events or transactions that require adjustment to, or disclosure in the notes to, the condensed consolidated financial statements.
2. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules of the United States Securities and Exchange Commission (the “SEC”) and, in the opinion of management, include all adjustments that are necessary for a fair presentation of the condensed consolidated financial statements for the periods presented. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to SEC rules. These condensed consolidated financial statements should be read in conjunction with the Fund’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 18, 2011 (the “2010 Form 10-K”). No significant changes have been made to the Fund’s accounting policies and estimates disclosed in its 2010 Form 10-K.
THE RIDGEWOOD POWER GROWTH FUND
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
The condensed consolidated financial statements for periods prior to March 3, 2010 were prepared on the going concern basis of accounting, which contemplates realization of assets and satisfaction of liabilities in the normal course of business. Upon the effectiveness of the Fund’s Plan of Dissolution, the Fund began preparing its financial statements on the liquidation basis of accounting. This basis of accounting is considered appropriate when, among other things, liquidation of the Fund is probable. Under this basis of accounting, assets are valued at their estimated net realizable values and liabilities are valued at their estimated settlement amounts. The valuation of assets and liabilities requires management to make significant estimates and assumptions.
Upon conversion to the liquidation basis of accounting, the Fund accrued known estimated values of assets expected to be received and known estimated costs expected to be incurred in liquidation. On an ongoing basis, the Fund evaluates the estimates and assumptions that can have a significant impact on the Fund’s reported net assets in liquidation. Actual amounts may differ materially and adversely from these estimates. If there are delays in liquidating the Fund, actual costs incurred during the liquidation process would increase, reducing net assets available in liquidation and for future distributions to shareholders.
3. DISCONTINUED OPERATIONS
On March 2, 2010, NEH disposed of all of its interest in REFI for cash to Mr. Zaki Girges, the general manager of REFI, and El Orouba for Water Desalination S.A.E., an Egyptian joint stock company owned by Mr. Girges and his family. NEH received gross proceeds, prior to expenses, of $13,000 of which $8,853 was allocated to the Fund. In March 2010, the Fund recorded a loss of $62 on the disposition of REFI, which was included in the accompanying consolidated statement of operations.
Financial information relating to NEH, including the loss recognized from the sale of REFI, for the period from January 1, 2010 to March 2, 2010 was as follows:
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Revenues from NEH operations
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$ | 1,939 | ||
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Cost of revenues
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1,617 | |||
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Other expenses, net
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3 | |||
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Total expenses, net
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1,620 | |||
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Income from discontinued operations, net of income tax
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319 | |||
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Loss on disposal
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(62 | ) | ||
| 257 | ||||
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Net earnings attributable to noncontrolling interest
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(107 | ) | ||
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Income from discontinued operations attributable to Growth Fund
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$ | 150 |
The loss on disposal represents sale proceeds, less transaction costs and the net asset value of NEH. The Managing Shareholder waived its right to receive its 1% of the distributions from this transaction. As a result, the loss from the sale and related cash distributions were allocated solely to Investor Shares.
4. CASH AND CASH EQUIVALENTS
The Fund considers all highly liquid investments with maturities, when purchased, of three months or less as cash and cash equivalents. At June 30, 2011, cash and cash equivalents did not exceed federal insured limits.
5. COMMITMENTS AND CONTINGENCIES
On March 20, 2007, the Paul Bergeron Trust (“Bergeron”) commenced a derivative action on behalf of the Fund, in Suffolk County Superior Court, Commonwealth of Massachusetts. Bergeron joined the Fund 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 Fund and affiliated entities was unfair, and sought an injunction prohibiting the distribution to shareholders of such proceeds. The Superior Court denied the request by Bergeron for an injunction. On February 29, 2008, an amended complaint was filed adding two additional investors, one in the Fund and one in Trust V, as derivative plaintiffs. On October 6, 2010, the Superior Court allowed the plaintiffs to file a second amended complaint adding a claim that the defendants breached fiduciary duties to the Fund and Trust V by forming affiliated funds to finance the expansion of underlying projects in which each of the Fund and Trust V had an interest rather than using alternative financing, which allegedly resulted in a misallocation of sale proceeds. As previously reported, Bergeron is no longer a party to this derivative action; however the other plaintiffs continue to pursue this matter. Discovery was completed in June 2011. A pre-trial conference has been scheduled for September 2, 2011, and trial is set to begin on November 29, 2011.
THE RIDGEWOOD POWER GROWTH FUND
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
In May 2010, the Managing Shareholder formed a Special Litigation Committee comprised of two members independent of the Managing Shareholder, the Fund and Trust V. The purpose of the committee, as stated in its charter, is to perform an independent evaluation of the derivative action and make all decisions on behalf of the Fund and Trust V relative to the derivative action. The Special Litigation Committee has retained legal counsel and has reviewed documents and interviewed witnesses related to the litigation. On October 29, 2010, the Special Litigation Committee issued its report finding that, in the committee’s opinion, there is not sufficient evidence to support the plaintiffs’ allegations and the chance of the plaintiffs succeeding on the merits of the complaint to be extremely poor. The Special Litigation Committee concluded that the Fund and Trust V should move to have the complaint dismissed and the litigation ended. Counsel to the Special Litigation Committee filed a motion to dismiss. The plaintiffs challenged the motion to dismiss, oral arguments were heard in July 2011, and the judge denied the motion to dismiss in early August 2011. The defendants anticipate that the court’s ruling will be appealed. The costs of the Special Litigation Committee are being borne by the Fund and Trust V.
This management’s discussion and analysis of the Fund as of June 30, 2011 is intended to help readers analyze the accompanying condensed consolidated financial statements, notes and other information contained in this report. This discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements, notes and other information included elsewhere in this report as well as the consolidated financial statements, notes and other information and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Fund’s 2010 Form 10-K.
Forward-Looking Statements
Certain statements discussed in this item and elsewhere in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Fund’s plans, objectives and expectations for future events and include statements about the Fund’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These statements are based upon management’s expectations, opinions and estimates as of the date they are made. Although management believes that the expectations, opinions and estimates reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties many of which may be beyond the Fund’s control, which could cause actual results, performance and achievements to differ materially from the results, performance and achievements projected, expected, expressed or implied by the forward-looking statements. Examples of events that could cause actual results to differ materially from historical results or those anticipated include:
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·
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possible contingent liabilities and risks associated with the dissolution and liquidation of the Fund, including, without limitation, settlement of the Fund’s liabilities and obligations, and the outcome of the matters described in Part I, Item 1, Note 5. “Commitments and Contingencies” of this report,
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·
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costs incurred in connection with the carrying out of the plan of liquidation and dissolution of the Fund, including without limitation, the fees and expenses of the Special Litigation Committee,
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whether, to what extent, and for how long, the Managing Shareholder will continue to waive management fees due to it under the Fund’s management agreement as well as the reimbursement of expenses of the Special Litigation Committee if the Fund is unable to,
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·
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the actual timing of the completion of the liquidation process, including, without limitation, any delay in the liquidation of the Fund as a result of the timing of the resolution of the matters described in Part I, Item 1, Note 5. “Commitments and Contingencies” of this report, and
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·
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the amount and timing of liquidating distributions, if any.
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Additional information concerning the factors that could cause actual results to differ materially from those in the forward-looking statements is contained elsewhere in this report and in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the Fund’s 2010 Form 10-K. Any forward-looking statement that the Fund makes, speaks only as of the date of this report. The Fund undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors, as a result of new information, future events or otherwise, except as required by law.
Liquidation Basis of Accounting
The Fund’s condensed consolidated financial statements for periods prior to March 3, 2010 were prepared on the going concern basis of accounting, which contemplates realization of assets and satisfaction of liabilities in the normal course of business. Upon the effectiveness of the Fund’s Plan of Dissolution, the Fund began preparing its financial statements on the liquidation basis of accounting. This basis of accounting is considered appropriate when, among other things, liquidation of the Fund is probable. Under this basis of accounting, assets are valued at their estimated net realizable values and liabilities are valued at their estimated settlement amounts. The valuation of assets and liabilities requires management to make significant estimates and assumptions.
Upon conversion to the liquidation basis of accounting, the Fund accrued known estimated values of assets expected to be received and known estimated costs expected to be incurred during liquidation. On an ongoing basis, the Fund evaluates the estimates and assumptions that could have a significant impact on the Fund’s reported net assets in liquidation. Actual amounts may differ materially and adversely from these estimates. If there are delays in liquidating the Fund, actual costs incurred during the liquidation process would increase, reducing net assets available in liquidation and for future distributions to shareholders.
Critical Accounting Policies and Estimates
The discussion and analysis of the Fund’s financial condition and results of operations are based upon the Fund’s condensed consolidated financial statements, which have been prepared in conformity with GAAP. In preparing these financial statements, the Fund is required to make certain estimates, judgments and assumptions that affect the reported amount of the Fund’s assets, liabilities, revenues and expenses, including the disclosure of contingent assets and liabilities, as well as the reported amounts of changes in net assets. The estimates also affect the reported estimated value of net realizable assets and settlement of liabilities. The Fund evaluates these estimates and assumptions on an ongoing basis. The Fund bases its estimates and assumptions on historical experience and on various other factors that the Fund 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 condensed consolidated financial statements. No significant changes have been made to the Fund’s accounting policies and estimates disclosed in its 2010 Form 10-K.
Results of Operations and Changes in Financial Condition
Net assets at June 30, 2011 totaled $17,000, a decrease of $546,000 from March 31, 2011. This decrease is primarily due to estimated Special Litigation Committee expenses being higher than previously estimated by $718,000, partially offset by a reduction in estimated management fees to the Managing Shareholder of $125,000 to partially offset the impact of the increased Special Litigation Committee expenses.
During the quarter, the Fund’s cash balances decreased $931,000 to a balance at June 30, 2011 of $285,000, primarily as a result of payment of Fund liabilities, including payments to the Special Litigation Committee of $1 million. The Managing Shareholder did not charge any management fees during the quarter ended June 30, 2011, and instead recorded a receivable to the Fund from the Managing Shareholder of $100,000 to reflect a reduction in the management fees charged during the first quarter. This receivable was collected by the Fund in July 2011. At June 30, 2011, the Fund has accrued expenses relating to outstanding and estimated future expenses of the Special Litigation Committee totaling $278,000.
For the purposes of the Fund’s estimates of fees and expenses to be incurred during liquidation, management has assumed that the liquidation of the Fund will now be completed by December 31, 2011. If the liquidation of the Fund, including the resolution of the litigation discussed in Part I, Item 1, Note 5 “Commitments and Contingencies” of this report, is not completed by that date, the actual expenses that the Fund will incur will likely increase.
The condensed consolidated statement of operations and the statement of cash flows are presented on a going concern basis of accounting and therefore only include results for the period from January 1, 2010 to March 2, 2010, and as a result, no comparative discussion is presented.
Future Liquidity and Capital Resource Requirements
The Fund believes that it has, or has access to, sufficient working capital for the next 12 months. This conclusion is primarily based on the Managing Shareholder’s agreement to pay fees and expenses of the Special Litigation Committee, if the Fund does not have the cash to do so. Additionally, the Managing Shareholder anticipates waving a portion of management fees due to it, though it is under no obligation to do so. The Fund intends to distribute excess cash, if any, to its shareholders after liquidating its remaining assets and satisfying its liabilities. However, based on the expenses of the Special Litigation Committee being greater than previously estimated, it is possible that the liquidation and termination of the Fund will cost more than currently estimated, and therefore use the remainder of the Fund’s available liquidity. If that is the case, no further distributions will be made to the shareholders of the Fund.
Off-Balance Sheet Arrangements and Contractual Obligations
None.
Commitments and Contingencies
For a discussion of litigation involving the Fund, see Note 5 “Commitments and Contingencies” in the notes to the condensed consolidated financial statements in Part I, Item 1 of this report.
Not required.
Disclosure Controls and Procedures
In accordance with Rule 13a-15(b) of the Exchange Act, the Fund’s management, with the participation of the Fund’s Chief Executive and Financial Officer, has evaluated the effectiveness of the Fund’s disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e). Based on this evaluation, the Fund’s Chief Executive and Financial Officer concluded that the Fund’s disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by the Fund in reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed by the Fund is accumulated and communicated to senior management so as to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
The Fund’s Chief Executive and Financial Officer has concluded that there was no change in the Fund's internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.
PART II. OTHER INFORMATION
For a discussion of developments regarding the Fund’s legal proceedings, see Note 5 “Commitments and Contingencies” in the notes to the condensed consolidated financial statements in Part I, Item 1 of this report.
Not required.
None.
None.
None.
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Exhibit No.
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Description
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31
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*
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Certification of Jeffrey H. Strasberg, Chief Executive and Financial Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a)
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32
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*
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Jeffrey H. Strasberg, Chief Executive and Financial Officer of the Registrant.
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* Filed herewith.
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.
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THE RIDGEWOOD POWER GROWTH FUND
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Date: August 12, 2011
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By:
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/s/ Jeffrey H. Strasberg
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Jeffrey H. Strasberg
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Chief Executive and Financial Officer
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(Principal Executive, Financial and Accounting Officer)
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11