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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
x   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended:  March 31, 2012

OR

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

Commission file number: 333-141010

JUHL WIND, INC.
(Name of small business issuer in its charter)
 
Delaware
 
20-4947667
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
     
1502 17th Street SE
   
Pipestone, Minnesota 
 
56164
(Address of principal executive offices)
 
(Zip code)
 
Issuer's telephone number: (507) 777- 4310
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x    No 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x    No ¨

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.
 
Large accelerated filer  o
 
Accelerated filer  o
Non-accelerated filer  o
 
Smaller reporting company  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
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
 
Common Stock:  22,346,873 shares outstanding as of May 10, 2012.
 
 
 

 
 
TABLE OF CONTENTS
 
PART I - FINANCIAL INFORMATION
 
   
 
Item 1. Unaudited Financial Statements
 3
     
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
18
     
 
Item 3. Quantitative and Qualitative Analysis About Market Risk
 32
     
 
Item 4. Controls and Procedures
 32
     
PART II - OTHER INFORMATION
 
   
 
Item 1. Legal Proceedings
 33
     
 
Item 1A. Risk Factors
 33
     
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 33
     
 
Item 3. Defaults Upon Senior Securities
 33
     
 
Item 4. Mine Safety Disclosures
 33
     
 
Item 5. Other Information
 33
     
 
Item 6. Exhibits
 33
     
Signatures
 34
   
Exhibits
 
 
 
 

 
 
PART I - FINANCIAL INFORMATION
 
Item 1.            FINANCIAL STATEMENTS (UNAUDITED)
 
The accompanying unaudited financial statements of Juhl Wind, Inc. (“Juhl Wind” or the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission” or “SEC”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary in order to make the financial statements not misleading and for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, for the fiscal year ended December 31, 2011, previously filed with the Commission, which are included in the Annual Report on Form 10-K filed on March 30, 2012.

 
3

 
JUHL WIND INC.
 CONSOLIDATED BALANCE SHEETS
MARCH 31, 2012 AND DECEMBER 31, 2011

   
MARCH 31,
   
DECEMBER 31,
 
   
2012
   
2011
 
   
(unaudited)
       
ASSETS            
             
CURRENT ASSETS
           
Cash
  $ 4,759,341     $ 5,251,148  
Restricted cash
    505,535       335,793  
Short-term investments and accrued interest receivable
    565,789       564,927  
Short-term investments - restricted
    383,032       382,269  
Accounts receivable
    636,716       2,064,939  
Grant receivable- U.S. Treasury 1603 cash grant
    -       6,284,476  
Inventory
    275,096       270,873  
Other current assets
    782,583       664,955  
Current deferred income taxes
    118,000       108,000  
Total current assets
    8,026,092       15,927,380  
                 
PROPERTY AND EQUIPMENT, Net
    25,599,152       25,846,403  
                 
OTHER ASSETS
               
Investment, at cost
    407,000       400,000  
Escrow cash reserves for contractual commitments
    830,433       900,870  
Loan financing costs, net
    12,762       13,607  
Project development costs
    283,141       283,141  
Deferred income tax asset
    100,000       -  
Total other assets
    1,633,336       1,597,618  
                 
TOTAL ASSETS
  $ 35,258,580     $ 43,371,401  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
Accounts payable
  $ 733,675     $ 3,828,276  
Short-term notes payable
    359,595       2,964,703  
Accrued liabilities
    1,134,828       1,097,338  
Income taxes payable
    -       90,000  
Deferred revenue - license arrangement and other
    725,624       697,281  
Current portion of promissory notes payable
    231,804       4,576,063  
Derivative liabilities- interest rate swap
    206,359       199,946  
Current portion of nonrecourse debt
    740,820       737,167  
Total current liabilities
    4,132,705       14,190,774  
                 
LONG-TERM LIABILITIES
               
Nonrecourse debt, net of current portion
    10,581,992       10,650,328  
Promissory notes payable, net of current portion
    2,566,010       -  
Derivative liabilities- interest rate swap
    805,811       812,553  
Deferred revenue - license arrangement and 1603 Grant, net of current portion
    2,150,031       2,186,089  
Deferred revenue - power purchase contract
    3,840,327       3,720,373  
Deferred income taxes
    -       157,000  
Total long-term liabilities
    19,944,171       17,526,343  
                 
REDEEMABLE PREFERRED MEMBERSHIP INTERESTS
    2,518,450       2,543,635  
                 
CUMULATIVE PREFERRED STOCK OF SUBSIDIARY
    180,000       180,000  
                 
STOCKHOLDERS' EQUITY
               
Controlling interest in equity:
               
Preferred Stock, 20,000,000 shares authorized Series A convertible preferred stock - $.0001 par value, 4,820,000 issued and outstanding as of March 31, 2012 and December 31, 2011
    2,526,660       2,527,731  
Series B convertible preferred stock - $.0001 par value, 5,966,792 issued and outstanding at March 31, 2012 and December 31, 2011
    11,392,403       11,392,403  
Common Stock - $.0001 par value; 100,000,000 shares authorized, 22,194,178 and 22,059,803 issued and 22,004,574 and 21,870,199 outstanding March 31, 2012 and December 31, 2011, respectively
    2,220       2,206  
Additional paid-in capital
    8,597,904       8,550,435  
Treasury stock, 189,604 shares held by the Company at March 31, 2012 and December 31, 2011
    (218,965 )     (218,965 )
Accumulated deficit
    (15,203,112 )     (14,650,814 )
Noncontrolling interest in equity
    1,386,144       1,327,653  
Total stockholders' equity
    8,483,254       8,930,649  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 35,258,580     $ 43,371,401  
 
The accompanying notes are an integral part of these consolidated statements.
 
 The following table presents information on assets and liabilities related to VIEs that are consolidated by the Company at March 31, 2012 and December 31, 2011.
 
   
MARCH 31,
2012
   
DECEMBER 31,
2011
 
   
(unaudited)
       
Cash
  $ 139,988     $ 28,621  
Restricted Cash
    423,503       253,761  
Accounts receivable and other current assets
    310,212       225,977  
Grant receivable
    -       6,284,476  
Property and equipment, net
    16,142,566       16,308,909  
All other assets
    604,125       718,653  
Total assets   $ 17,620,394     $ 23,820,397  
                 
                 
Accounts payable and accrued expenses
  $ 687,685     $ 2,700,984  
Short-term notes payable
    -       2,588,200  
Derivative liabilities
    1,012,170       1,012,499  
Nonrecourse debt
    10,153,208       10,153,208  
Total liabilities   $ 11,853,063     $ 16,454,891  
 
The assets of the consolidated VIEs are used to settle the liabilities of those entities. Liabilities  are nonrecourse to the general credit of the Company.
 
 
4

 
 
JUHL WIND INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE QUARTERS ENDED MARCH 31, 2012 AND 2011
 
   
2012
   
2011
 
   
(unaudited)
   
(unaudited)
 
                         
REVENUE
  $ 1,206,359       100.0 %   $ 6,591,411       100.0 %
                                 
COST OF GOODS SOLD
    506,051       42.0       791,990       12.0  
                                 
GROSS PROFIT
    700,308       58.0       5,799,421       88.0  
                                 
OPERATING EXPENSES
                               
General and administrative expenses
    541,476       44.9       466,467       7.1  
Payroll and employee benefits
    458,698       38.0       535,950       8.1  
Wind farm administration expenses
    126,797       10.5       18,316       0.3  
Total operating expenses
    1,126,971       93.4       1,020,733       15.5  
                                 
OPERATING INCOME (LOSS)
    (426,663 )     (35.6 )     4,778,688       72.5  
                                 
OTHER INCOME (EXPENSE)
                               
Interest and dividend income
    14,057       1.2       138,769       2.1  
Interest expense
    (268,926 )     (22.3 )     (163,608 )     (2.5 )
Gain on fair value of interest rate swap
    329       0.0       -       0.0  
Total other expense, net
    (254,540 )     (21.1 )     (24,839 )     (0.4 )
                                 
INCOME (LOSS) BEFORE INCOME TAXES
    (681,203 )     (56.7 )     4,753,849       72.1  
                                 
INCOME TAX BENEFIT (EXPENSE)
    267,000       22.2       (1,952,000 )     (29.6 )
                                 
NET INCOME (LOSS)
    (414,203 )     (34.5 )     2,801,849       42.5  
                                 
LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST
    58,491       -       (1,714 )     (0.0 )
                                 
NET INCOME (LOSS) ATTRIBUTED TO JUHL WIND, INC.
  $ (472,694 )     (34.5 ) %   $ 2,803,563       42.5 %
                                 
PREFERRED DIVIDENDS
    101,521               96,400          
                                 
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
  $ (574,215 )           $ 2,707,163          
                                 
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC
    22,190,522               21,266,752          
                                 
NET INCOME (LOSS) PER SHARE - BASIC
  $ (0.03 )           $ 0.13          
                                 
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED
    22,190,522               21,317,925          
                                 
NET INCOME (LOSS) PER SHARE - DILUTED
  $ (0.03 )           $ 0.13          
 
The accompanying notes are an integral part of these consolidated statements.

 
5

 
 
JUHL WIND INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE QUARTER ENDED MARCH 31, 2012
 
               
Convertible
   
Convertible
                     
Total
             
               
Preferred Stock
   
Preferred Stock
   
Additional
               
Stockholders'
   
Non-
   
Total
 
   
Common Stock
   
Series A
   
Series B
   
Paid-In
   
Treasury
   
Accumulated
   
Equity-
   
Controlling
   
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Stock
   
Deficit
   
Juhl Wind
   
Interest
   
Equity
 
                                                                         
BALANCE -December 31, 2011
  $ 22,059,803     $ 2,206       4,820,000     $ 2,527,731       5,966,792     $ 11,392,403     $ 8,550,435     $ (218,965 )   $ (14,650,814 )   $ 7,602,996     $ 1,327,653     $ 8,930,649  
                                                                                                 
Net income
    -       -       -       -       -       -       -       -       (472,694 )     (472,694 )     58,491       (414,203 )
                                                                                                 
Stock-based compensation
    -       -       -       -       -       -       46,412       -       -       46,412               46,412  
                                                                                                 
Series A preferred stock dividend paid in common stock
    135,175       14       -       (98,542 )     -       -       98,528       -       -       -               -  
                                                                                                 
Series A Preferred dividends
    -       -       -       97,471       -       -       (97,471 )     -       -       -               -  
                                                                                                 
Dividends on subsidiary preferred stock paid in cash
    -       -       -       -       -       -       -       -       (4,050 )     (4,050 )             (4,050 )
                                                                                                 
Dividends paid on preferred membership Interests in wind farms
    -       -       -       -       -       -       -       -       (75,554 )     (75,554 )             (75,554 )
                                                                                                 
BALANCE -March 31, 2012 (unaudited)
    22,194,978     $ 2,220       4,820,000     $ 2,526,660       5,966,792     $ 11,392,403     $ 8,597,904     $ (218,965 )   $ (15,203,112 )   $ 7,097,110     $ 1,386,144     $ 8,483,254  
 
The accompanying notes are an integral part of these consolidated statements.

 
6

 
 
JUHL WIND INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED MARCH 31, 2012 AND 2011
 
   
2012
   
2011
 
   
(unaudited)
   
(unaudited)
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income (loss)
  $ (414,203 )   $ 2,801,849  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
Depreciation and amortization
    302,175       13,870  
Increase in investment
    (7,000 )     -  
Stock-based compensation
    46,412       137,680  
Gain on fair value of interest rate swap
    (329 )     -  
Change in operating assets and liabilities, net of effects from acquisitions:
               
Accounts receivable
    1,428,223       1,212,370  
Promissory notes receivable
    -       (5,718,026 )
Inventory
    (4,223 )     (191,828 )
Reimbursable project costs
    -       293,909  
Costs and estimated earnings in excess of billings
    -       661,418  
Other current assets
    (117,628 )     34,617  
Interest receivable on short term investments
    (1,625 )     (4,669 )
Accounts payable
    (1,233,901 )     269,539  
Promissory notes payable
    38,624       835,450  
Accrued expenses
    37,490       14,946  
Billings in excess of costs and estimated profits
    -       95,339  
Income taxes payable
    (90,000 )     700,000  
Deferred income taxes
    (267,000 )     1,252,000  
Advance on sale of project development rights
    -       1,000,000  
Deferred revenue
    135,797       (111,255 )
Net cash provided by (used in) operating activities
    (147,188 )     3,297,209  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Proceeds from short-term investments
    -       302,685  
Proceeds from cash grant
    6,284,476       -  
Payments for project development costs
    -       (28,941 )
Payments for property and equipment
    (77,637 )     (8,914 )
Net cash provided by (used in) investing activities
    6,206,839       264,830  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Change in restricted cash
    (169,742 )     110,016  
Escrowed cash reserves for contractual commitments
    70,437       -  
Cash dividends paid
    (104,789 )     -  
Principal payments on bank notes payable
    (2,754,591 )     -  
Payments of accounts payable and promissory notes payable related to property and equipment
    (3,592,773 )     -  
Payments for treasury stock
    -       (10,869 )
Net cash provided by (used in) financing activities
    (6,551,458 )     99,147  
                 
NET INCREASE (DECREASE) IN CASH
    (491,807 )     3,661,186  
                 
CASH BEGINNING OF THE PERIOD
    5,251,148       645,596  
                 
CASH END OF THE PERIOD
  $ 4,759,341     $ 4,306,782  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
Cash paid during the year for:
               
Interest
  $ 73,656     $ 5,254  
                 
NONCASH INVESTING AND FINANCING ACTIVITIES
               
Series A preferred stock dividend
  $ 97,471     $ 96,400  
Series A dividend payment in common stock
  $ (98,542 )   $ (98,542 )
Promissory note receivable received upon issuance of promissory note payable
  $ -     $ 5,264,093  
Promissory note receivable and payable reduction for collectability
  $ -     $ 78,457  
Conversion of reimburseable project costs to equity investment in wind farm
  $ -     $ 293,031  
Conversion of note receivable to equity investment in wind farm
  $ -     $ 185,539  
 
The accompanying notes are an integral part of these consolidated statements.
 
 
7

 
 
JUHL WIND, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012

1.                BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnotes disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations.  These consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2011 which was filed with the Securities and Exchange Commission on March 31, 2012.

In the opinion of management, the unaudited condensed consolidated interim financial statements reflect all adjustments considered necessary for fair presentation.  The adjustments made to these statements consist only of normal recurring adjustments.  The results reported in these condensed consolidated interim financial statements should not be regarded as necessarily indicative of results that may be expected for the year ended December 31, 2012.

Juhl Wind, Inc. (“Juhl Wind” or “the Company”) conducts business under five subsidiaries, Juhl Energy Services, Inc. (“JES”), Juhl Energy Development, Inc. (“JEDI”), Juhl Renewable Assets, Inc. (“JRA”), Next Generation Power Systems, Inc. (“NextGen”), Juhl Renewable Energy Systems, Inc. (“JRES”), and ownership and operational duties over the following  three operating wind farms--Woodstock Hills LLC (“Woodstock Hills”), Winona County Wind (“Winona”) and Valley View Transmission, LLC (“Valley View”).  All intercompany balances and transactions are eliminated in consolidation.
 
Juhl Wind, Inc. is an established leader in community wind power development and management, focused on wind farm projects throughout the United States.  The Company handles all aspects of wind project development, through our operating subsidiaries, including full development and ownership of wind farms, general consultation on wind projects, construction management of wind farm projects and system operations and maintenance for completed wind farms.  In April 2012, the Company completed an acquisition of Power Engineers Collaborative, LLC and now provides professional engineering services to the power and building systems industries.

Generally accepted accounting principles require certain variable interest entities (“VIE”s) to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have sufficient powers, obligations, or rights or if the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties.
 
Juhl Wind initially determined that its Winona County wind farm project was a VIE requiring consolidation through the first three quarters of 2011.  Accordingly, the Company’s consolidated financial statements include the accounts of Winona County for those periods. During the fourth quarter of 2011, Juhl Wind acquired 100% of the ownership interest and accounted for this acquisition under the “common control” rules of ASC 805. 
 
As a result of a transaction that occurred during the fourth quarter of 2011, Juhl Wind determined that the Valley View wind farm project was a VIE that required consolidation by the Company.  As a result of this transaction, the Company has a 32.6% voting interest in Valley View, and has an additional 13.9% voting power through a voting trust arrangement with three other investors.  The Company currently acts as the managing agent for Valley View, and our CEO is also on the Board of Governors of Valley View.  In addition, the Company agreed to guarantee certain payments to investors in order to secure the required equity capital and to enable the term loan conversion by the lender.  Accordingly, the consolidated financial statements include the accounts of Valley View, including the 32.6% the Company’s ownership interest.  The remaining outside interest of 67.4%, that is not classified outside of permanent equity as redeemable membership units, is presented and classified in the consolidated financial statements as noncontrolling interest.  Prior to this transaction, the Company accounted for its investment in Valley View as an equity method investment.

All significant intercompany investments, balances, and transactions have been eliminated.

2.                SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES
 
The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The Company uses estimates and assumptions in accounting for the following significant matters, among others: revenue recorded from the development agreements and construction contract revenue; realizability of accounts and promissory notes receivable; determination of the primary beneficiary of a variable interest entity; valuation of deferred tax assets, deferred power purchase revenue, stock-based compensation and warrants, asset retirement obligations, derivative instruments and other contingencies. Revenue from the development agreements is adjusted to reflect actual costs incurred by the project upon the commercial operation date.  Accordingly, actual revenue may differ from previously estimated amounts, and such differences may be material to the consolidated financial statements. The Company periodically reviews estimates and assumptions, and the effects of any such revisions are reflected in the period in which the revision is made.
 
 
8

 
 
JUHL WIND, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
 
REVENUE RECOGNITION

Turbine Sales and Service:
 
Turbine sales occur from small scale wind turbines that are internally re-manufactured and sold by the Company, or through purchase and resale of larger scale wind turbines to wind farm project owners. Revenue from the sale of small scale wind turbines are recognized upon shipment to the customer as transfer of ownership, and risk of loss have been transferred to the customer.  Deposits received from customers are included as deferred revenue until shipment occurs. Revenues from the sale of larger scale wind turbines are generally recognized in conjunction with the construction services percentage of completion accounting discussed below. Commencement of revenue recognition is only after turbine erection activities have begun.

Turbine services include time-and-material arrangements related to existing installations of wind turbine equipment.  Revenue is recognized upon completion of the maintenance services.

Licensing Revenue
Revenues earned from licensing agreements are amortized using the straight-line method over the term of the agreement.

Wind Farm Consulting, Development and Management Services:
Consulting Services
Consulting services fees are primarily fixed fee arrangements of a short-term duration and are recognized as revenue on a completed contract basis.

Wind Farm Development Services
The Company normally earns a development service fee from each of the wind farm projects that it develops in cooperation with wind farm investors. These development services arrangements are evaluated under authoritative guidance relating to “Revenue Arrangements with Multiple Deliverables,” which addresses certain aspects of accounting by a vendor for arrangements under which the vendor will perform multiple revenue generating activities.

The development services fee revenue is recognized as follows:
 
 
·
Proceeds received upon the signing of a Development Services Agreement (generally 10% of the total expected development fee) are amortized over the expected period of the development process, which is generally three years. The amortization period is re-assessed by management as new timelines are established for the project in-service date, and the amortization period is adjusted.
 
 
 
·
The remaining proceeds are allocated to the following deliverables based on vendor specific objective evidence (“VSOE”) of each item: 1) achievement of a signed Power Purchase Agreement (“PPA”) with an electrical utility, and 2) final commissioning of the wind farm turbines.  Management has determined that these deliverables have stand-alone value, and performance of the undelivered services are considered probable and in the control of the Company
 
Wind Farm Management Services
Revenues earned from administrative, management and maintenance services agreements are recognized as the services are provided. The administrative and management services agreements call for quarterly payments in advance or arrears of services rendered based on the terms of the agreement. The administrative and management services payments in advance are carried as deferred revenue and recognized monthly as services are performed. Maintenance services are generally billed on a time and materials basis. Revenues from services work are recognized when services are performed.
 
 
9

 
 
JUHL WIND, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
 
Wind Farm Construction Services
The Company recognizes revenue on construction contracts on the percentage of completion method with costs and estimated profits included in contract revenue as work is performed. Construction contracts generally provide that customers accept completion of progress to date and compensate the Company for services rendered measured in terms of units installed, hours expended or some other measure of progress. The Company recognizes revenue on both signed contracts and change orders. Percentage of completion for construction contracts is measured principally by the percentage of costs incurred as part of the balance of plant contract (which excludes the wind turbines) and accrued to date for each contract to the estimated total cost for each contract at completion. The Company generally considers contracts to be substantially complete upon departure from the work site and acceptance by the customer. Contract costs include all direct material (excluding wind turbines), labor and insurance costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Changes in job performance, job conditions, estimated contract costs and profitability and final contract settlements may result in revisions to costs and income and the effects of these revisions are recognized in the period in which the revisions are determined. Provisions for total estimated losses on uncompleted contracts are made in the period in which such losses are determined. The balances billed but not paid by customers pursuant to retainage provisions in construction contracts will be due upon completion of the contracts and acceptance by the customer. Based on the Company’s experience with similar contracts in recent years, the retention balance at each balance sheet date will be collected within the subsequent fiscal year.

The asset “Costs and estimated earnings in excess of billings on uncompleted contracts” represents revenues recognized in excess of amounts billed which management estimates will be billed and collected within the next twelve months.  The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized. Costs and estimated earnings in excess of billings on uncompleted contracts are amounts considered recoverable from customers based on different measures of performance, including achievement of specific milestones, or at the completion of the contract.

Electricity sales
Electricity sales by wind energy facilities to its utility purchaser are recognized as electrical energy is produced.   In accordance with generally accepted accounting principles, revenue levelization is required whenever there is a variable, de-escalating pricing arrangement such as the power purchase agreement (PPA) with Woodstock Hills.  This requires that the revenue be levelized over the term of the agreement.  The revenue recognized is the lesser of the amount billable under the contract, or the amount determined by the megawatt hours made available during the period multiplied by the average revenue per megawatt hour over the life of the PPA.
 
The Woodstock Hills wind farm is credited with producing Renewable Energy Credits (REC’s). These have a market value, and as REC’s are sold on the open market, the Company will recognize the proceeds as a reduction in the carrying amount of the deferred power purchase contract revenue.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash, accounts receivable, and accounts payable, and other working capital items approximate fair value at March 31, 2012 due to the short maturity nature of these instruments. The carrying value of restricted cash and short-term investments approximate their fair value based on quoted market prices. The Company believes the carrying value of the derivative instruments approximates fair value based on widely accepted valuation techniques including discounted cash flow analysis which includes observable market-based inputs. The Company believes the carrying amount of the notes payable approximates the fair value due to a significant portion of total indebtedness contains variable interest rates and this rate is a market interest rate for these borrowings
 
COMPARATIVE DATA
Certain 2011 balance sheet line and statement of operations items have been reclassified to conform to the current period’s presentation. These changes had no effect on previously reported net income, stockholders’ equity or cash flows.
 
3.                CONCENTRATIONS
 
The Company derived approximately 84% of its revenue for the three-months ended March 31, 2012 from two customers primarily as a result of the electricity sales and maintenance services, and 94% of its revenue for the three months ended March 31, 2011 was from sales to 4 customers primarily as a result of development and construction services fees. At March 31, 2012 and December 31, 2011, 75% and 79% of the Company's accounts receivable were due from two and one customers, respectively.  

 
10

 
 
JUHL WIND, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
 
4.                 ACCOUNTS RECEIVABLE

Accounts receivable consists of the following:
 
   
March 31,
2012
   
December 31,
2011*
 
Wind farm management/maintenance
 
$
264,422
   
$
253,928
 
Electricity sales
   
362,142
     
321,619
 
Construction contracts
   
-
     
1,440,303
 
Turbine sales and service
   
10,152
     
49,089
 
Total
 
$
636,716
   
$
2,064,939
 
 
*Derived from December 31, 2011 audited financial statements


5.                INVENTORY

Inventory consists of the following:
 
   
March 31,
2012
   
December 31,
2011*
 
Materials and supplies
 
$
275,096
   
$
270,873
 
Total
 
$
275,096
   
$
270,873
 
 
*Derived from December 31, 2011 audited financial statements

6.                PROPERTY AND EQUIPMENT

Property and equipment consists of the following:
 
   
March 31,
2012
   
December 31,
2011*
 
Land and improvements
 
$
60,158
   
$
60,158
 
Building and improvements
   
294,590
     
294,590
 
Equipment, including vehicles
   
437,117
     
413,358
 
Turbines and improvements
   
25,667,243
   
 
25,633,493
 
Construction in process
   
85,413
     
65,284
 
Subtotal
   
26,544,521
     
26,466,883
 
Less accumulated depreciation
   
(945,369
)    
(620,480
)
Total
 
$
25,599,152
   
$
25,846,403
 
 
*Derived from December 31, 2011 audited financial statements
 
7.                 INCOME TAXES

The Company files a consolidated tax return inclusive of each of its wholly-owned subsidiaries, JES (formerly DanMar), JEDI, JRA, JRES and NextGen.  

The Company has recorded deferred tax assets and liabilities arising from the anticipated timing differences recorded in the consolidated financial statements and income tax returns for various accrued expenses, accounting methods used in computing depreciation and revenue recognition, and benefits from net operating loss carryforwards.

 
11

 
 
JUHL WIND, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
 
The income tax expense (benefit) for the three month periods ended March 31, 2012 and 2011 consists of the following components:

   
2012
   
2011
 
Current
  $ -     $ 700,000  
Deferred
    (267,000 )     1,252,000  
Total income tax expense (benefit)
  $ (267,000 )   $ 1,952,000  
 
The components of the deferred income tax asset and liability as of March 31, 2012 and 2011 are as follows:

   
2012
   
2011
 
Current deferred income tax asset:
           
Accrued vacation and compensation
 
$
114,000
   
$
187,000
 
Reserves for warranty and doubtful accounts
   
20,000
     
17,000
 
Other
   
33,000
         
Total
 
$
167,000
   
$
204,000
 
 
Non-current deferred income tax asset:
               
Stock-based compensation expense
 
$
836,000
   
$
722,000
 
Deferred revenue/other
   
1,072,000
     
370,000
 
Net operating loss carryforward
   
2,292,000
         
Less valuation allowance
   
(836,000
)
   
(722,000
)
Total
 
$
3,364,000
   
$
370,000
 
                 
Current deferred income tax liability:
               
Completed contract accounting
 
$
     
$
163,000
 
Prepaid expenses
   
49,000
         
Total
 
$
49,000
   
$
163,000
 
                 
Non-current deferred income tax liability
               
Depreciation
 
$
3,264,000
   
$
26,000
 
 
Deferred income taxes are presented on the consolidated balance sheet under the following captions at March 31, 2012 and 2011:

   
2012
   
2011
 
Total current assets
 
$
118,000
   
$
41,000
 
Total other assets
   
100,000
     
344,000
 
Total
 
$
218,000
   
$
385,000
 
 
In assessing the realization of deferred tax assets, the Company’s management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  The Company’s management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As of March 31, 2012, a valuation allowance of $836,000 has been recognized for deferred tax assets, primarily for stock-based compensation.
 
 
12

 
 
JUHL WIND, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
 
The following represents the reconciliation of the statutory federal tax rate and the effective tax rate for the three months ended March 31, 2012:

Statutory tax rate
  $ 232,000       34.0 %
States taxes, net of federal benefit
    41,000       6.0  
Nondeductible income/expenses
    (2,000 )     (.3 )
Other, net
    14,000       2.1  
Increase in valuation allowance
    (18,000 )     (2.6 )
    $ 267,000       39.2 %

8.             PROMISSORY NOTES PAYABLE
 
Promissory notes payable consists of the following:
 
   
March 31, 2012
   
December 31, 2011*
 
             
             
Note payable to a turbine supplier, including interest at 6%, initially payable in April 2012 based on additional project financing and classified as current at December 31, 2011. In lieu of a refinancing, beginning May 2012, the note payable is payable through 95% of net cash flows from a wind project; secured by Company’s first secured rights arising out of its Development and Construction Services Agreement with the underlying project. The note payable has been classified as long-term at March 31, 2012 based on estimated payments from project cash flows.
  $ 2,797,814     $ 2,759,190  
                 
Note payable to a construction subcontractor, including interest at 8%; paid in full March 2012
    -       1,732,073  
                 
Note payable to a governmental entity, bearing no interest, paid in full in February 2012
    -       84,800  
Totals
  $ 2,797,814     $ 4,576,063  
 
Less current portion
    (231,804 )     (4,576,063 )
Long-term portion
  $ 2,566,010     $ -  
 
*Derived from December 31, 2011 audited financial statements

9.                SHORT-TERM NOTES PAYABLE

Short-term notes payable consists of the following:
 
   
March 31, 2012
   
December 31, 2011*
 
Cash grant bridge note payable to a bank, with interest at 3-month LIBOR plus 2.75 basis points (3.28% at December 31, 2011); loan was paid in full March 2012 upon receipt of the cash grant
  $ -     $ 2,588,200  
                 
Note payable to bank, interest payable monthly at 5%, collateralized by certificates of deposit, due November 2012
    359,595       376,503  
    $ 359,595     $ 2,964,703  
 
*Derived from December 31, 2011 audited financial statements

 
13

 
 
JUHL WIND, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
 
10.   NONRECOURSE DEBT

Nonrecourse debt obligations consist of the following:

   
March 31,
2012
   
December 31,
2011*
 
Note payable to bank, due January 2016, with interest at 5.5%; payable in quarterly installments of $82,031, collateralized by Woodstock Hills assets including turbines and improvements, rights to payment under leases and the power purchase contract
  $ 1,169,604     $ 1,234,287  
                 
Note payable to a bank, bearing interest at 6-month LIBOR plus 2.75 basis points (3.5% at December 31, 2011); due April 2026; principal and interest payments due semi-annually; collateralized by all Valley View wind farm project assets; see Note 11 for interest rate swap disclosure
    10,153,208       10,153,208  
Total nonrecourse debt
    11,322,812       11,387,495  
Less current portion
    (740,820 )     (737,167 )
Long-term portion
  $ 10,581,992     $ 10,650,328  
 
*Derived from December 31, 2011 audited financial statements

11.   DERIVATIVE FINANCIAL INSTRUMENT AND FAIR VALUE - INTEREST RATE SWAP

The Valley View wind farm entered into an interest rate swap agreement with a notional amount of $7,700,000 to effectively convert those borrowings under its long-term debt arrangement from a variable interest rate to a fixed interest rate of approximately 3.71% during its 15-year term. The fair value of the interest rate swap agreement obligation (Level 2 in the fair value hierarchy) approximated $1,012,170 and $1,012,499 at March 31, 2012 and December 31, 2011, respectively, and is recorded as a current and long-term liability in the consolidated balance sheet. The Company determines the fair value of the interest rate swap by using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the instrument. The analysis reflects the contractual terms of the swap agreement, including the period to maturity and uses observable market-based inputs and uses the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments.

Noncash other income recorded in connection with the change in the fair value of the interest rate swap agreement approximated $329 during the quarter ended March 31, 2012.

The following table provides details regarding the Company's derivative instruments at March 31, 2012:
 
Instruments
Balance Sheet location
Assets
Liabilities
Interest rate swap
Current liabilities
$   -
$ 206,359
Interest rate swap
Long-term liabilities
     -
   805,811
 
The following table provides details regarding the approximate gains and losses from the Company's derivative instruments in the statement of operations, none of which are designated as effective hedging instruments:
 
Instrument
Statement of operations location
Quarter ended
March 31, 2012
Interest rate swap
Other income (expense) 
$ 329
 
 
14

 
 
JUHL WIND, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012

12.              DEFERRED POWER PURCHASE CONTRACT REVENUE 

Woodstock Hills wind farm

The Woodstock Hills wind farm entered into a power purchase agreement (PPA) with Northern States Power (NSP) in 1997.  The agreement, among other things, requires NSP to purchase all of the electricity output from the Woodstock Hills wind energy generation facility over a 30-year period following its commercial operation date at rates provided in the agreement.  The commercial operation date has been deemed to be May 1, 2004.  The power purchase rates were set at a higher level in the early years of the agreement in order to assist Woodstock Hills in obtaining financing.  The PPA power purchase rates will range from $16 to $45 per megawatt hour over the remaining 23 years of the PPA term, with an average of approximately $29 per megawatt hour over the remaining duration of the agreement.

In accordance with our revenue recognition policy in Note 2, revenue levelization is used to recognize revenue from the electricity sales of Woodstock Hills.  Revenue deferred under this levelization calculation at March 31, 2012 was approximately $337,000.

At the time of acquisition of Woodstock Hills in April 2011, the power purchase rates in the PPA between Woodstock Hills and NSP were considered unfavorable when compared with market conditions at the time of the acquisition. As a result, an unfavorable contract liability of approximately $3,418,000 was recognized on the acquisition date.  The amount of this liability was determined based on what we estimated is the current market rate that power purchasers are paying for electrical power, net of the fair value of the renewable energy credits that Woodstock Hills could be expected to realize during the term of the PPA.   The unfavorable contract liability will be expected to increase through 2017 based on the current power purchase rate structure, and the liability amount from 2018 and forward will be amortized as an increase to net revenue based on the decreasing PPA rates over the remaining contractual term.  The net increase to the unfavorable contract liability from the date of acquisition to March 31, 2012 was approximately $85,000.

The Company has recorded the following long term liability in its financial statements in relation to the PPA:

   
March 31,
2012
   
December 31,
2011*
 
Rate levelization adjustment
  $ 336,623     $ 231,086  
Unfavorable contract liabilities
    3,503,704       3,489,287  
Total
  $ 3,840,327     $ 3,720,373  
 
*Derived from December 31, 2011 audited financial statements
 
13.              BUSINESS SEGMENTS
 
The Company groups its operations into three business segments–Wind Farm Development and Management, Wind Farm Ownership and Operation, and Consumer-owned Renewable Energy products.  The Company's business segments are separate business units that offer different products. The accounting policies for each segment are the same as those described in the summary of significant accounting policies. Corporate assets include: cash and cash equivalents, short-term investments, deferred income taxes, and other assets.
 
 
15

 
 
JUHL WIND, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
 
The following is information for each segment for the three months ended March 31, 2012:

   
Wind Farm
Development
and
Management
   
Wind Farm Ownership and Operation
   
Consumer-
Owned
Renewable
Energy
   
Consolidated
 
For the three months ended March 31, 2012:
                       
Wind farm development/management
  $ 322,369     $ -     $ -     $ 322,369  
Turbine sales and service
    -       -       36,999       36,999  
Electricity Sales
    -       846,991       -       846,991  
Total revenue
  $ 322,369     $ 846,991     $ 36,999     $ 1,206,359  
                                 
Income (loss) from operations
  $ (602,256 )   $ 228,622     $ (53,029 )   $ (426,663 )
Other expense, net
    (53,354 )     (197,353 )     (3,833 )     (254,540 )
Income (loss) before income tax benefit
  $ (655,610 )     31,269     $ (56,862 )   $ (681,203 )
                                 
Identifiable assets at March 31, 2012
  $ 1,445,741     $ 28,086,863     $ 608,835     $ 30,141,439  
Corporate assets
                            5,117,141  
Total assets at March 31, 2012
                          $ 35,258,580  

The following is information for each segment for the three months ended March 31, 2011:

   
Wind Farm
Development
and
Management
   
Wind Farm Ownership and Operation
   
Consumer-
Owned
Renewable
Energy
   
Consolidated
 
For the three months ended March 31, 2011:
                       
Wind farm development/management
  $ 5,174,402     $ -     $ 14     $ 5,174,416  
Turbine Sales and Service
    5,601       -       64,522       70,123  
Related party revenue
    80,869       -       -       80,869  
Construction contract revenue
    1,265,504       -       499       1,266,003  
Total revenue
  $ 6,526,376     $ -     $ 65,035     $ 6,591,411  
                                 
Loss from operations
  $ 4,787,716     $ -     $ (9,028 )   $ 4,778,688  
Other income (expense), net
    (19,700 )     -       (5,140 )     (24,839 )
Loss before income taxes
  $ 4,768,017     $ -     $ (14,168 )   $ 4,753,849  
                                 
Identifiable assets at March 31, 2011
  $ 13,876,061     $ -     $ 608,001     $ 14,484,062  
Corporate assets
                            4,077,386  
Total assets at March 31, 2011
                          $ 18,561,448  
 
 
16

 
 
JUHL WIND, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
 
14.              SUBSEQUENT EVENT

On April 30, 2012 (the “Closing Date”), the Company became the sole equity owner in Power Engineers Collaborative, L.L.C., an Illinois limited liability company (“PEC”), which provides engineering services to clients in the energy, industry and building systems markets. The purchase price consisted of the following: (i) cash in the amount of $750,000 and (ii) options to purchase shares of common stock of the Company under the Company’s Incentive Plan as follows: 100,000 Options to Sellers and 150,000 Options to employees of PEC as designated by Sellers. The cash payment is subject to a post-closing adjustment based on PEC’s balance sheet prepared as of the closing date, with respect to the actual capital account, reflecting total member equity at the time of closing of the Purchase Agreement.  Additionally, the sellers shall have the opportunity to receive additional consideration as part of the purchase price as follows: (i) an additional cash amount of $250,000, and (ii) 500,000 shares of common stock of the Company, contingent upon PEC meeting certain performance targets for earnings.

 
17

 
 
Item 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto which appear elsewhere in this report. The results shown herein are not necessarily indicative of the results to be expected in any future periods. This discussion contains forward-looking statements based on current expectations, which involve uncertainties. Actual results and the timing of events could differ materially from the forward-looking statements as a result of a number of factors.

Forward-Looking Statements

The following discussion and analysis is provided to increase the understanding of, and should be read in conjunction with, the consolidated financial statements of the Company and notes thereto included elsewhere in this report. Historical results and percentage relationships among any amounts in these consolidated financial statements are not necessarily indicative of trends in operating results for any future period. The statements, which are not historical facts contained in this report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating, financial and competitive information, and are subject to various risks and uncertainties. Future events and the Company's actual results may differ materially from the results reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, dependence on existing and future key strategic end-user customers, limited ability to establish new strategic relationships, ability to sustain and manage growth, variability of operating results, the Company's expansion and development of new service lines, marketing and other business development initiatives, the commencement of new engagements, competition in the industry, general economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the service requirements of its clients, the potential liability with respect to actions taken by its existing and past employees, risks associated with international sales, and other risks described herein and in the Company's other Securities and Exchange Commission filings.
 
Definitions

“We,” “Our,” “us” and similar expressions refer to the Company and its subsidiaries as the context requires as follows:
 
Juhl Wind or
the Company
Juhl Wind, Inc., a Delaware corporation (formerly MH & SC Incorporated)
 
Juhl Energy Development
Juhl Energy Development, Inc., a Minnesota corporation
Juhl Energy Services
 
Juhl Energy Services, Inc.,
a Minnesota corporation (formerly known as DanMar and Associates, Inc.)
 
Juhl Energy Development and July Energy Services are referred to separately prior to our share exchange transaction on June 24, 2008, in which Juhl Energy Development and Juhl Energy Services became wholly-owned subsidiaries and  Juhl Wind became successor to the business of Juhl Energy Development and Juhl Energy Services, after giving effect to the share exchange transaction 
NextGen
Next Generation Power Systems, Inc., a South Dakota corporation, which we acquired on October 31, 2008 and which is now our wholly-owned subsidiary
Juhl Renewable Assets
 
Juhl Renewable Assets, Inc.,
a Delaware corporation (formerly known as Juhl Wind Asset Investment, Inc. and Juhl Wind Project Lending, Inc.), our wholly-owned subsidiary formed on May 19, 2010
 
 
 
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Juhl Renewable Energy Systems
 
Juhl Renewable Energy Systems, Inc.,
a Delaware corporation, our wholly-owned subsidiary formed on February 2, 2012
 
Valley View
Valley View Transmission, LLC,
a Minnesota limited liability company, of which Juhl Renewable Assets, Inc.  indirectly holds a 32.6% interest (as more fully-described in the Corporate Information and History section herein)
 
Woodstock Hills
Woodstock Hills, LLC,
a Delaware limited liability company, of which we acquired a 99.9% interest on April 28, 2011, and which is now a subsidiary of Juhl Renewable Assets, Inc.
Winona Wind
Winona Wind Holdings, LLC,
a Minnesota limited liability company which we acquired on October 13, 2011, and which is now a wholly-owned subsidiary of Juhl Renewable Assets, Inc. and which owns 100% of Winona County Wind, LLC, the operator of the wind farm
 

ELECTRICAL POWER ABBREVIATIONS

kW
kilowatt or 1,000 watts of electrical power
MW
megawatt or 1,000 kW of electrical power
GW
gigawatt or 1,000 MW of electrical power
TW
terawatt or 1,000 GW of electrical power;
kWh
MWh
GWh
TWh
An hour during which 1kW, MW, GW or TW, as applicable, of electrical power has been continuously produced. 
Capacity
Rated capacity
NCF
Net capacity factor, or the measure of a wind energy project’s actual production expressed as a percentage of the amount of power the wind energy project could have produced running at full capacity for a particular period of time
PTC
Production tax credit under the the American Recovery and Reinvestment Act
REC
renewable energy certificate or other renewable energy attribute, as the context requires
 
Overview of Our Business

Juhl Wind is an established leader in community wind power development and management, focused historically on wind farm projects throughout the United States.  We handle all aspects of wind project development, through our operating subsidiaries, including full development and ownership of wind farms, general consultation on wind projects, construction management of wind farm projects and system operations and maintenance for completed wind farms, which results in multiple revenue streams.  Our primary focus has been to build 5 MW to 80 MW wind farms that are jointly owned by local communities, farm owners, environmentally-concerned investors, and our Company.  The wind farms are connected to the general utility electric grid to produce clean, environmentally-sound wind power. Our development of community wind power systems generally results in landowners owning a portion of the long term equity in the wind farm that resides on their land.  We pioneered community wind power systems in developing the currently accepted financial, operational and legal structure providing local ownership of medium to large scale wind farms.  Since 1999, we have completed 21 wind farm projects, accounting for approximately 195 megawatts of wind power that currently operate in the Midwest region of the United States, and we provide operational management and oversight to wind generation facilities generating approximately 107 megawatts, through our subsidiary, Juhl Energy Services.  We are presently engaged in various aspects of the development of approximately 25 new wind farm projects in the United States totaling approximately 405 megawatts of wind power.
 
 
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Historically, our wind power projects are based on the formation of partnerships with the local owners upon whose land the wind turbines are installed.  Over the years, this type of wind power has been labeled “community wind power” because the systems are locally owned by the landowners (often farmers).   Community wind power is a specialized sector in the wind energy industry that differs from the large, utility-owned wind power systems that are also being built in the United States.  Community wind power is a form of community-based energy development (C-BED). Various states, including Minnesota and Nebraska (where we have projects in development), have enacted C-BED initiatives, which include mechanisms to support community wind power and are intended to make it easier for community wind power projects to be successful without putting an excessive burden on utilities.  Therefore, community wind power is both environmentally sustainable and provides an economic stimulus for the rural areas that it encompasses.

Our business and operating strategy, among other things, is to continue to leverage our portfolio of existing community wind power projects, develop new wind farm projects located in the United States, and take equity ownership positions in existing community-based wind farms.  We take projects where the following important conditions exist for successful developments: acceptable wind resources, suitable transmission access, and an appropriate regulatory framework providing acceptable power purchase agreements and long-term utility agreements. Based on our pipeline of projects, we believe that we will continue to develop projects and will grow the number of wind farms for which we are providing operational oversight. We expect that the continued growth in our project pipeline will act as a key competitive advantage as the community wind power industry grows throughout the United States.  Further, we believe that there are existing wind farms that are or will become available for sale by equity owners who have fully utilized the tax attributes or no longer have the desire to continue ownership.

We continue to evolve our strategy and increase our portfolio capacity through acquisitions that complement and support our core business and take advantage of the growth occurring in the wind industry, including wind farm management and turbine maintenance services, as well as related business services, such as engineering and consulting services.  As part of our acquisition strategy, we acquired ownership of existing wind farms, through our wind farm ownership and operation subsidiary, Juhl Renewable Assets, that fit our distributed generation model and the size of projects that we typically develop.  We believe that the ownership of community wind farms (in part or in whole) will provide an ability to expand our services to wind farm operations and to create recurring annual revenue streams for our business.  

As part of our strategy, we will use our position in the renewable energy space to advance conservation technologies focused on smaller scale wind and solar systems, through our subsidiary, Juhl Renewable Energy Systems, to consumers, directly and through our dealer network.

Our evolving business and operating strategy will rely heavily on the expertise of our management team. Our Chairman and Principal Executive Officer, Daniel J. Juhl, was one of the creators of community wind power in the United States.  In addition to Mr. Juhl’s expertise in the wind power field developed during the course of his activity in the industry since 1978, John Mitola, our President, is also considered an expert in the energy field having focused his career on energy efficiency, demand side management and independent power development.   Mr. Mitola has significant experience in the energy industry and electric industry regulation, oversight and governmental policy. The visibility of Mr. Juhl and Mr. Mitola in the wind industry will maximize the quantity and quality of projects available for consideration.

OVERVIEW OF OPERATING SUBSIDIARIES

As discussed in detail throughout this report, we provide the following portfolio of services and products, as part of the following operating subsidiaries, which allows us to diversify our offerings and benefit from tiered revenue streams:

Juhl Renewable Assets Renewable Assets Ownership

Through Juhl Renewable Assets, we acquire ownership positions in wind farms, and invest in other industries that meet our renewable energy criteria.  We utilize our unique knowledge base to acquire new and existing wind farms, while building an asset base with a predictable revenue stream.  As discussed herein, Juhl Renewable Assets has taken an ownership position in the following wind farms: the 10 MW Valley View wind farm (February 2011), the 10.2 MW Woodstock Hills wind farm (April 2011), and the 1.5 MW Winona wind farm (October 2011).

In this operating subsidiary, we also look to revenue contribution through acquisition of related business services that provide strong operating margins, such as engineering, consulting and related facilities.

We expect to raise funds to purchase such wind and related assets through the selling of preferred stock of Juhl Renewable Assets.
 
 
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Juhl Energy Development - Wind Farm Development

Through Juhl Energy Development, we provide full development services for community wind farms, including the following: initial feasibility studies and project design; formation of required land rights agreements to accommodate turbine placement on each project’s specific farm land, assisting in applying for applicable environmental, zoning and building permits for the project; studies, design and agreements with utilities; turbine selection and delivery coordination; negotiation and execution of power purchase agreements; access and consultation regarding construction financing; coordination of vendor terms, including vendor financing; introduction to equity and debt project financing services; construction oversight and complete balance of plant construction services; and project commissioning.  Revenue is recognized on a completed contract basis.

Since 1999, we have completed 21 wind farm projects, accounting for approximately 195 megawatts of wind power that currently operate in the Midwest region of the United States.  We are presently engaged in various aspects of the development of approximately 25 new wind farm projects in the United States totaling approximately 405 megawatts of wind power.

Juhl Energy Services - Wind Farm Operations and Maintenance Services

Through Juhl Energy Services, we earn revenue through administrative, management and maintenance services agreements with wind generation facilities, and such revenues are recognized as the in-field services are provided.   We can either provide services to wind farms that we have developed, or contract with existing wind farms that we have not developed.  Currently, Juhl Energy Services provides operation management and oversight to wind generation facilities generating approximately 107 megawatts.

Juhl Renewable Energy Systems - Small Scale Renewables

Through Juhl Renewable Energy Systems, we specialize in advanced conservation technologies focused on smaller scale wind and solar energy systems. Juhl Renewable Energy Systems is focused on the sales and installation of our on-site renewable energy systems, including Solarbank™, a proven on-site solar system; Powerbank™, a simple onsite backup power system, and a newly designed wind turbine in prototype stage, which we consider one of the industry’s most advanced medium scale wind turbines at approximately 35 kW. Juhl Renewable Energy Systems handles projects from start to finish, including design, sales, financing and service. Juhl Renewable Energy Systems plans to provide several financing structures including its ongoing system ownership at customer sites while delivering guaranteed operations and savings to end-user customers.

Next Generation Power Systems – Refurbished Turbines and Maintenance Support

Next Generation Power Systems is in the business of refurbishing turbines and maintaining this fleet.  We do not expect to sell any further refurbished turbines in the future.

Factors Affecting Our Operating Results

Demand

Political factors have stressed the importance of renewable energy and U.S. energy independence, causing the demand for wind power in the United States to grow rapidly over the last several years.  We expect that the growth of wind power developments will be hampered over the next two years due to uncertainty over the direction of U.S. energy policies and low natural gas prices.  At the date of this report, Congress has not extended programs such as the production tax credit or cash grant program. These programs, which expire at the end of 2012, provide material incentives to develop wind energy generation facilities.  The uncertainty with respect to extension of these credits and incentives has placed the wind industry in a tentative position.  The development of wind energy projects requires extensive lead time, and the failure of Congress to extend or renew these incentives beyond the current 2012 expiration dates has already interrupted potential wind energy installations planned for 2013, as developers are shelving plans for wind projects.   We expect that further Congressional delay on action to renew or extend these incentives will likely result in additional deferral of wind energy generation facility development and will likewise negatively impact the demand for wind turbines, towers, and related components.  As a result, the continued Congressional delay or failure to extend or renew these or similar incentives in the future could have a material adverse impact on our business, results of operation, financial performance and future development efforts of wind energy projects.  

Although development of wind farms has been incentivized over the past 20 years by the PTCs and that the PTC’s are now set to expire, we believe there still is impetus in the United States to increase its generation of electrical power through renewable energy means. We believe that the market for community wind power and distributed generation projects will be maintained as a model for ongoing installations of wind power given the constraints of transmission capacity and utility power purchases that are currently affecting the growth of larger scale projects.   
 
Growth in wind power is being driven by several environmental, socio-economic and energy policy factors that include:

 
ongoing increases in electricity demand due to population growth and growth in energy consuming devices such as computers, televisions and air conditioning systems, as coal and oil resources need replacing;
 
 
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the fluctuating costs of the predominant fuels required to drive the existing fleet of conventional electric generation such as coal, natural gas, nuclear and oil, especially as recent low (subsidized) wind prices are roughly competitive with natural gas;
     
 
existing and growing legislative and regulatory mandates for “cleaner” forms of electric generation, including state renewable portfolio standards and the U.S. federal tax incentives for wind and solar generation, including the Recovery and Reinvestment Act enacted in February 2009 (although PTCs are set to expire at December 31, 2012, unless extended by Congress) ;
     
 
the expectancy that the Environmental Protection Agency will enact regulations and standards accelerating the retirement of aging coal plants and impacting the life of natural gas plants, thus increasing the need for replacement of resources;
     
 
uncertainty surrounding the growth potential of nuclear power plants;
     
 
wind projects have shorter development timeframe than natural gas plants and have greater flexibility to adapt to changing conditions;
     
 
worldwide concern over greenhouse gas emissions and calls to reduce global warming due to the carbon dioxide produced by conventional electric generation; and
     
 
newer wind turbine models are becoming more efficient (such as advances in wind turbine blade aerodynamics, development of variable speed generators, advances in remote operation and monitoring systems, improvements in wind monitoring and forecasting tools and advances in turbine maintenance) and offer improved capacity factors, and together with cost competition among suppliers,  wind power systems have become more competitive with coal and gas on a dollar-per-megawatt-hour basis
 
We can provide full-scale development of wind farms across the range of required steps including performing initial feasibility studies, assisting in power purchase agreement negotiations, arranging equity and debt project financing, providing equipment and  construction services, and managing operations.  Further, we will continue to develop our capabilities in the renewable energy space with development of distributed generation projects, such as wind facilities that can be utilized by large corporations interesting in being green, or solar projects. Thus, we believe it is necessary to evolve and diversify in our asset, product and service portfolio to reduce our exposure to uncertainty related to the extension or renewal of tax incentives and other favorable governmental policies currently supporting the U.S. wind industry.

Debt and Equity Financing Markets

Although demand for wind power is likely to increase for reasons described above, arranging project financing, particularly construction financing, has become increasingly difficult. The timing of the Company’s construction and turbine supply revenues associated with the development of wind farms is heavily impacted by the ability to complete debt and equity financing arrangements.

Wind farm development projects are dependent on the ability to raise debt and equity financing to fund the turbine and substation components, construction costs and other development expenses. We assist project owners in identifying sources of debt and equity capital as a part of our development efforts. We have expended significant efforts on behalf of our construction-ready wind farm projects to identify sources of debt and equity financing in order to proceed to the actual construction phase. The debt and equity sources include some financiers who are based in foreign countries and have experience in wind energy projects. It is our belief that many community wind farm project owners and developers across the U.S. are facing similar difficulties in arranging project financing as well, particularly construction financing. The difficulties in obtaining project financing is  especially  evident within banking institutions who have liquidity issues resulting from the recent recessionary conditions and a banking crisis that has led to U.S. government bailout programs in 2008. In light of the difficulties in arranging project financing, we are observing that turbine suppliers are also becoming a source of capital in the construction financing of wind farm projects. We expect credit conditions to improve and we will assist project owners in examining federal and loan guarantee programs as an additional means of securing project financing.
 
Our wind farm development projects are financed with a combination of debt, tax equity financing and other equity capital. At the initial stage of a project's development, we use a combination of equity capital and turbine supply loans to cover development expenses and turbine costs. Turbine supply loans are employed to finance a majority of the cost of a project's turbines. Once a project moves to the construction phase, we use a combination of equity capital and construction loans to finance the construction of the project, and also using our balance sheet and the resources of subcontractors for funding balance of plant and start-up costs.  Proceeds from the construction loans are typically used to fund construction and installation costs as well as to retire the turbine supply loans. Finally, once a project is complete and commercial operations begin, we permanently finance the project through a combination of term loans, tax equity financing transactions or other fixed-rate mezzanine capital, the proceeds of which are used to retire the construction loans and pay other service providers.
 
 
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Further, we expect that with the elimination of the PTCs on December 31, 2012 (unless an extension is passed by Congress), financing will shift from unleveraged tax equity to more traditional project financing which has proven difficult.  Thus, alternative financing arrangements, such as vendor financing for construction costs, will become imperative in any wind development project, which is a type of financing we have used for a number of our projects. This has also caused our revenue levels to fluctuate as wind farm development fees is significantly affected by the investment and financing of projects.

We believe that we have the ability to raise additional preferred stock monies through our subsidiary, Juhl Renewable Assets, and deploy this capital into our future project developments, and that there is sufficient interest by individual investors and private equity funds that desire to make renewable energy investments with a fixed rate of return.

Site Selection
 
Wind is intermittent and electricity generated from wind power can be highly variable. Good site selection and advantageous positioning of turbines on a selected site are critical to the economic production of electricity by wind energy. In our experience, the primary cost of producing wind-powered electricity is the turbine equipment and construction cost. As an intermittent resource, wind power must be carefully positioned into the electric grid along with other generation resources and we believe Juhl Wind has demonstrated the expertise necessary to work with local electric utilities to affect the proper integration plan.  As such, we intend to continue to identify new sites to produce wind energy through the community wind power model throughout the United States and Canada with a focus on the Midwestern region of the U.S.
 
Site selection also includes identification of sites that we believe may be suitable for development, and basic analysis of site viability for wind development projects. We make initial assessments of potential sites for our community wind farms based on a number of criteria, including topography; wind resource suitability; construction access; access to transmission networks; site size; land ownership; and environmental, zoning and other local and state laws and regulations. We make these assessments taking into account our business and operating strategy. We then proceed with an initial environmental screening, usually conducted on the basis of public available information and sometimes supplemented with a site visit by a qualified professional to identify environmentally sensitive areas. Once a site passes this initial review, we begin more detailed site-specific environmental assessments in connection with our permitting efforts, and establish constraints for turbine siting and civil and site engineering. These typically include detailed mapping and other studies, all aimed at ensuring that we may safely operate a potential project without detrimental impact on the local environment.
 
Our site selection effort is based on establishing close working relationships with local permitting authorities, communities and other local stakeholders, such as farmers. We believe that by entering into dialogue with these groups early, we are better able to incorporate local concerns into our site assessment, leading to effective permit applications and expedited completion of our projects.  We believe our ability to understand and interpret site information has been and will continue to be a key factor in our success in identifying desirable project sites for our community wind farm developments.  

Recent Developments in Federal Tax and Economic Incentives

American Recovery and Reinvestment Act of 2009.   On February 13, 2009, the U.S. Congress passed a stimulus package known as the American Recovery and Reinvestment Act of 2009 (the “Recovery Act”).  Approximately $40 billion in spending was appropriated for clean energy initiatives and an additional $20 billion estimated for new and modified tax incentives.  According to a discussion at Windindustry.org, the Recovery Act’s goal opens up new sources of funding for renewable energy at a time when the wind energy industry is set for even more growth.  The Recovery Act contains a number of provisions that focus on the growth of the wind industry.  Some of the pertinent provisions of the Recovery Act include the following: (i) three-year extension of the federal wind energy production tax credit (PTC) so that eligible projects placed in service by the end of 2012 will qualify for the credit; (ii) option for a thirty percent (30%) investment tax credit (ITC) instead of the PTC; (iii) option to convert the ITC into a cash grant for wind projects placed in service before 2013 (“1603 Cash Grant”); (iv)  elimination of the dollar cap on residential small wind and solar for ITC purposes; and (v) additional loan guarantees, bonds and tax incentives.   These programs enacted under the Recovery Act allow community wind farms, such as our Company, to take advantage of funding opportunities created as a result of the initiatives introduced under the Recovery Act.  

The Recovery Act removes the $4,000 cap on small wind credit so taxpayers can now take the full 30% credit for a qualified small wind system.  It also provides for an additional $1.6 billion for Clean Renewable Energy Bonds (CREBs) that are used to finance renewable energy.  Previously, these bonds had been given at 0% interest rate, and the bondholder received a tax credit in lieu of bond interest.

 
·
1603 Cash Grant Program.  This program had the potential to attract more investors who may not have
enough passive activity income to realize the PTC.  The 1603 Cash Grant program means the value of the ITC can be realized, even if the taxpayer cannot take advantage of the credit.   Which credit a taxpayer uses will depend upon an analysis of the project revenue and cost projections as well as analysis of the investor tax appetite.
 
 
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Further, on December 17, 2010, President Obama, as part of the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, signed into law a one-year extension of the popular renewable energy cash grant in lieu of tax credit program established by Section 1603 of the Recovery Act. To qualify for a cash grant under the extended program, a taxpayer must place "specified energy property" in service in 2009, 2010, or 2011, or after 2011 if construction begins in 2009, 2010, or 2011 provided such property is placed in service by the end of 2012 (for wind projects), 2013 (for closed- and open-loop biomass, geothermal, landfill gas, municipal solid waste, qualified hydropower, and marine and hydrokinetic facilities), or 2016 (for solar projects).

The cash grant program allowed us to enhance our ability to attract equity investors for our community wind projects; however, as noted below, the 1603 Cash Grant program has not been extended.
 
 
·
DOE Loan Guarantee Extension.  The Department of Energy received an extension of its authority to provide loan guarantees for qualified technologies under Title XVII of the federal Energy Policy Act of 2005 and an additional $6 billion for this program.  Eligible technologies include electricity-generating renewable energy projects.  Funding for this program has been substantially reduced to $2.5 billion and continues to face challenges, especially due to guarantees made to organizations such as Solyndra.
 
 
·
Production Tax Credits (PTC).  The PTC provides wind energy generators with a credit against federal income taxes, annually adjusted for inflation, for the duration of ten years from the date that the wind turbine is placed into service. In 2011, the PTC was $22 per megawatt hour (or 2.2 cents per kilowatt hour).  Wind energy generators with insufficient taxable income to benefit from the PTC may take advantage of a variety of investment structures to monetize the tax benefits.

The PTC was originally enacted as part of the Energy Policy Act of 1992 for wind parks placed into service after December 31, 1993 and before July 1, 1999. The PTC subsequently has been extended six times, but also has been allowed to lapse three times (for periods of three, six and nine months) prior to retroactive extension. Currently, the PTC is scheduled to expire on December 31, 2012.  This expiration date reflects a three-year extension passed under the American Recovery and Reinvestment Act enacted in February 2009.  According to American Wind Energy Association’s “Wind Power Outlook 2010,” a new incentive was added as part of the 2009 expansion of the PTC under the Recovery Act.  This provision as passed gave wind farm developers the option to receive a direct payment from the government, rather than the previously existing PTC.  This provision provided more than $1.5 billion capital to different wind projects in 2009.  According to the AWEA’s “Top 10 for 2011” press release, the year 2011 ended without another extension of the PTC; however, the movement for an extension has gathered momentum as bipartisan legislation seeking to grant a four-year PTC extension was introduced in Congress at the end of 2011.  At the time of this report, an extension has not been passed by Congress.

If the PTC is not extended, a December 2011 report by Navigant Consulting for the AWEA predicted that wind investment projects would decrease by two-thirds.  While this prediction represents a smaller drop than the 73% to 98% drop in wind investment projects which occurred during previous years when the PTC lapsed, it would no doubt still have a negative effect on the wind industry.  For example, the CEO of the AWEA released a February 2012 statement asserting that failure to extend the PTC would result in the loss of 37,000 American jobs.

Clean Energy Standard Act of 2012 (proposed legislation).   With the expiration of certain federal tax and economic incentives, it is key to the growth of the renewable energy industry that federal legislation to establish a national clean and/or renewable energy standard remains in consideration.  On March 1, 2012, the Clean Energy Standard Act of 2012 (the “CES”) was introduced by Senator Jeff Bingaman (D-NM) that would create a federal clean energy standard.  The CES proposal would increase the amount of low-carbon power produced in the United States to 80% by 2035.  The CES proposal includes all low-carbon sources of power and relies on utilities holding “clean energy credits” for a certain percentage of their sales, maxing out at 80% in 2035.  According to the Energy Information Administration, a well-designed CES proposal would reduce carbon dioxide emissions in the power sector by 43 percent.  The CES proposal has the support of the energy industry, including the American Wind Energy Association.  We believe as the U.S. energy policy is in a constant state of change, this proposed new legislation would provide long term security and clean energy, benefitting all forms of electric generation, including wind and solar.  There are no assurances that this legislation or any similar legislation will be enacted.

Basis of Presentation
 
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the U.S. and the rules and regulations of the SEC.

We acquired the wind farm development and management business of Juhl Energy Development and Juhl Energy Services, and Juhl Energy Development and Juhl Energy Services became our wholly-owned subsidiaries.  For accounting purposes, Juhl Energy Development was the acquirer in the share exchange transaction, and consequently the transaction is treated as a recapitalization of the company.  Juhl Energy Services was accounted for in a manner similar to pooling of interests due to common control ownership.
 
 
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In October 2008, we acquired all of the issued and outstanding shares of common stock of NextGen.  Our acquisition of NextGen was accounted for in a manner similar to pooling of interests due to common control ownership. The assets and liabilities of NextGen were combined at historical cost for the portion (54%) under common control and at fair value for the non-controlling interest.  The activities of NextGen are included in the accompanying consolidated financial statements.

On May 19, 2010, we formed Juhl Renewable Assets, Inc. ("Juhl Renewable Assets" formerly Juhl Wind Asset Investment, Inc. and Juhl Wind Project Lending, Inc.), in the state of Delaware, as our wholly-owned subsidiary.   Juhl Renewable Assets revenue and expense activities will be reported on our financial statements on a consolidated basis in a similar manner as to Juhl Energy Services, Juhl Energy Development and NextGen.  

On April 29, 2011, we acquired 99.9% of the membership interests of Woodstock Hills LLC (“Woodstock Hills”), a 10.2 MW wind energy facility.  The financial activities of Woodstock Hills have been consolidated into our financial statements subsequent to the purchase date.
 
On October 13, 2011, Juhl Renewable Assets became a 100% equity owner in Winona Wind Holdings, LLC (“WWH”), which in turn owns 100% of  Winona County Wind, LLC (“WCW”), the operator of a 1.5 MW wind energy facility. Prior to this acquisition, we had been consolidating the financial activities of WCW as a variable interest entity.  The financial activities of WWH and WCW were already incorporated into our consolidated financial statements prior to this acquisition.
 
Generally accepted accounting principles require certain variable interest entities (“VIE”s) to be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary.  Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and non-controlling interests at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. Juhl Wind has determined that  Valley View Transmission, LLC (“Valley View”), a 10 MW wind farm that reached commercial operation in November 2011, is a VIE and that Juhl Wind is the primary beneficiary. 

Woodstock Hills, Valley View and Winona are wind energy generating facilities and in that regard, those activities are considered a new segment in our financial statement disclosures called Wind Farm Ownership and Operation.

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in this report.

Significant Accounting Estimates
 
We review all significant estimates affecting our consolidated financial statements on a recurring basis and record the effect of any necessary adjustment prior to their publication. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of consolidated financial statements; accordingly, it is possible that actual results could differ from those estimates and changes to estimates could occur in the near term. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company uses estimates and assumptions in accounting for the following significant matters, among others: revenue recorded from the development agreements and construction contract revenue; realizability of accounts and promissory notes receivable; valuation of deferred tax assets, stock based compensation and warrants, asset retirement obligations, determination of the primary beneficiary of a variable interest entity, derivative instruments, and other contingencies. Revenue from the development agreements is adjusted to reflect actual costs incurred by the project upon the commercial operation date.  Accordingly, actual revenue may differ from previously estimated amounts, and such differences may be material to the financial statements. The Company periodically reviews estimates and assumptions, and the effects of any such revisions are reflected in the period in which the revision is made.
 
Our management has discussed the development and selection of these significant accounting estimates with our board of directors and our board of directors has reviewed our disclosures relating to them.

Results of Operations
 
Comparison of Three-Month Periods Ended March 31, 2012 and March 31, 2011
 
 
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Overview
 
Our general activity during the first quarter of 2012 was primarily focused on the following projects:

 
·
Completing the acquisition of Power Engineers Collaborative, LLC, an engineering services firm operating in Midwestern U.S., which we consummated on April 30, 2012.

 
·
Negotiating development services agreements with five wind farm projects comprising approximately 35 MW of development in Midwestern or eastern regions of the U.S.    This allows us to diversify our development portfolio by adding projects throughout North America and in regions that generally experience higher electric rates.

 
·
Operating and managing approximately 150 MW of wind farm projects, mostly in the Buffalo Ridge region in Minnesota.

Further, on March 9, 2012, the Valley View project collected the U.S. Treasury Section 1603 cash grant in the amount of $6,284,476.  The proceeds were used to pay off the short-term bridge note of $2,588,200, and the remaining proceeds were used to pay primarily the turbine supplier and to the Company who acted as developer and general contractor. The payments related to these notes and liabilities in March 2012 was the primary reason for the decrease in total assets from December 31, 2011.

During the quarter ended March 31, 2012, we continued the prototype testing of a 35 kw class wind turbine and development of the Solarbank product line. Our revenues from this operating segment were insignificant during 2011 and we expect to increase our competitive market position in 2012 as we introduce these products and build distribution capabilities.

At March 31, 2012, we had no community wind farm projects under construction.  We continue to provide development services for various wind energy projects in our development pipeline and obtaining rights to co-develop future projects with other developers who do not have the capital, reputation and resources necessary to complete their project opportunities.  This will include evaluating opportunities with corporations who are interested in purchasing power as a part of green energy initiatives within their corporate strategy.

Subsequent to the end of the first quarter of 2012, effective April 30, 2012 (the “Closing Date”), the Company became the sole equity owner of Power Engineers Collaborative, L.L.C., an Illinois limited liability company (“PEC”), which provides engineering services to clients in the energy, industry and building systems markets.  The Company entered into a unit purchase agreement (the “Purchase Agreement”) for the purchase of one-hundred (100) membership units of PEC (the “Units”), which represents 100% of the equity interest, from three individual owners.  The purchase price consisted of cash in the amount of $750,000.  Additionally, options to purchase shares of common stock of the Company (“Options”) under the Company’s Incentive Compensation Plan were issued to the former employees of PEC who continued working after the acquisition by the Company as follows: 100,000 Options to Sellers and 150,000 Options to employees of PEC as designated by Sellers. Additionally, the former owners of PEC have the opportunity to receive additional consideration as part of the purchase price in the form of an additional cash amount of $250,000 and 500,000 shares of common stock of the Company, contingent upon PEC meeting certain performance targets for earnings, as described more fully in the Purchase Agreement.   The Company filed a Form 8-K with the Securities and Exchange Commission on May 3, 2012, with respect to the details of this purchase transaction.

Revenue

Total revenue decreased by approximately $5,385,000, or 81.7%, from approximately $6,591,000 for the quarter ended March 31, 2011, to approximately $1,206,000 for the quarter ended March 31, 2012.

A comparison of our revenue for the quarter ended March 31, 2012 and 2011 is as follows:
 
   
March 31,
2012
   
March 31,
2011
   
Change
   
% Change
 
JEDI:
                       
Wind farm development
 
$
27,892
   
$
5,101,071
   
$
(5,073,179
)
   
(99.5
)%
Construction
   
-
     
1,265,504
     
(1,265,504
)
   
(100.0
)
JESI:
                               
Management and maintenance
   
294,477
     
159,801
     
134,676
     
84.3
 
NextGen/JRES:
                               
Small scale solar and wind
   
36,999
     
65,035
     
(28,036
)    
(43.1
)
JRA:
                               
Electricity Sales
   
846,991
     
-0-
     
846,991
   
inf
 
Total
 
$
1,206,359
   
$
6,591,411
   
$
(5,385,052)
     
(81.7)
%
 
 
26

 
 
Juhl Energy Development (JEDI)
The decrease in wind farm development revenue is primarily attributable to approximately $4,988,000 of wind farm development fee revenue from three wind farm construction projects that completed financing arrangements during the first quarter of 2011, whereas we recorded only approximately$28,000 in the first  quarter of 2012.

The decrease in construction revenues of approximately $1,266,000 over the quarter ended March 31, 2011 was related to having one construction project in process for 2011 and none in 2012.  

Our wind farm development and construction revenues for 2012 are dependent on our ability to successfully complete financing, permitting and turbine arrangements with respect to two late-stage development projects comprising approximately 10 MW.  Depending on the financing arrangements, we may ultimately may be unable to report revenue from construction and development if we are considered the primary beneficiary due to variable interest entity rules.  We do expect that the Crofton Hills wind farm, which we sold our development rights in 2011, will be completed in 2012 and therefore allow the recognition of $500,000 of deferred revenue in 2012. 
 
Juhl Energy Services (JESI)

Revenue from wind farm administration, management and maintenance service increased by approximately $135,000 over the quarter ended March 31, 2011.  The increase is primarily attributable to administrative services agreements for approximately 107 MW of wind farms, of which 22 MW relate to companies whose revenues are eliminated in consolidation.
 
We expect that our overall 2012 revenues will increase by $150,000 as a result of getting a full year run rate on existing service contracts that commenced in 2011. In addition, we have made bid proposals on existing wind farms for maintenance services and to the extent we are successful in our bids, our revenues will grow accordingly.
 
Juhl Renewable Assets (JRA)
 
In 2011, we acquired ownership in three wind farms (Woodstock Hills, Winona County and Valley View) and our consolidated financial statements include the operations of these entities.  At March 31, 2011, we had no significant ownership investments in wind farms and therefore we reported no electricity sales revenues.
 
Revenue for electricity sales for the period ended March 31, 2012 was approximately $847,000.  This amount was adjusted downward by $120,000 during the quarter ended March 31, 2012 based on the use of an accounting revenue recognition policy that reduces the current billing amounts to the average rate over the remainder of the power purchase contract and the accounting over a unfavorable PPA contract.

Next Generation Power Systems/Juhl Renewable Energy Systems (NextGen/JRES)
 
Revenues from the sales and services of small scale wind and solar products and services decreased by approximately $28,000 for the quarter ended March 31, 2012 from the quarter ended March 31, 2011.  The decrease which was primarily related to the fact that NextGen did not sell any refurbished turbines during the period ended March 31, 2012. NextGen has discontinued selling refurbished small turbine units and revenues will decrease as a result except for periodic maintenance and repair services.  The JRES subsidiary is in the process of completing a new turbine design and testing of a new prototype model, and as such, its revenues will be delayed until design and test activities are completed within the next twelve months. JRES is also seeking to build revenue streams from the Solarbank product line but any significant revenues will probably not occur until 2013 as we seek to enhance our production and distribution capabilities.
 
Cost of Goods Sold

Cost of goods sold decreased by approximately $286,000, or 36.1% from approximately $792,000 for the quarter ended March 31, 2011 to approximately $506,000 for the quarter ended March 31, 2012. The decrease is primarily attributable to approximately $654,000 of construction costs  that were incurred in 2011 compared to no such costs in the period ended March 31, 2012, offset  by $429,000 of costs of sales relating to wind farm operations whereas we had no wind farm operations costs in 2011.
 
Gross margins decreased by approximately $5,099,000, which is primarily attributable to the decrease in development fee revenue noted above. Expenses related to development fee revenue are primarily payroll costs that are shown in the operating expense section.
 
 
27

 

Operating Expenses

General and Administrative Expenses.   General and administrative expenses increased by approximately $75,000 or 16.1%, from approximately $466,000 for the quarter ended March 31, 2011 to approximately $541,000 for the quarter ended March 31, 2012. For purposes of financial statement reporting at March 31, 2012, we have now combined investor relations expense as part of general and administrative operating expense.  The increase of $75,000 for the quarter ended March 31, 2012 was primarily attributable to an increase in professional fees of approximately $115,000 as a result of increased usage of professional services for due diligence costs associated with business acquisition activity and other business requirements associated with being a public company.  Investor relations expenses, which are now included in general and administrative expenses decreased by approximately $85,000 compared to the prior year as we reduced our level of spending from a year ago associated with communications to increase exposure of Juhl Wind.

Payroll and Employee Benefits.   Payroll and employee benefits expenses decreased by approximately $77,000, or 14.4%, from approximately $536,000 for the quarter ended March 31, 2011 to approximately $459,000 for the quarter ended March 31, 2012.   The $77,000 decrease over the three months ended March 31, 2012 was primarily attributable to a decrease of $91,000 in non-cash stock based compensation expense, offset by salary increases during the period.  The employee head count did not change materially over the past year.  Payroll related to maintenance services employees are considered as a part of cost of goods sold.
 
Wind Farm Administration Expenses.   Wind farm administration expenses represent costs that we incur to perform administrative services with respect to our management services contracts, as well as the general and administrative expenses incurred directly within the three wind farm entities that we are consolidating. Wind farm administration expenses increased by approximately $109,000, or 592.3%, from approximately $18,000 for the quarter ended March 31, 2011 to approximately $127,000 for the quarter ended March 31, 2012.  The increase in expenses resulted primarily attributable to the full year run rate on the Grant County project.
 
Other Income (expenses).  Other income and expenses during the first quarter of 2012 primarily consists of interest expense of approximately $269,000 relating to the Valley View wind farm nonrecourse bank loan and construction financing.  The interest income and interest expense in the prior year of approximately $139,000 and $164,000 primarily relates to the promissory notes receivable and payable, respectively, held in conjunction with the construction of the Grant County and Valley View wind farms.

Operating Income (Loss)

Our operating loss represents a decrease of approximately $5,206,000, from an operating income of approximately $4,779,000 for the quarter ended March 31, 2011 compared to operating loss of approximately $427,000 for the quarter ended March 31, 2012. The increase in operating income for the quarter ended March 31, 2012 is primarily attributable to the decrease in development activity noted above.

Net Income (Loss)

Net income decreased by approximately $3,216,000, or 114.8%, from a net income of approximately $2,802,000 for the quarter ended March 31, 2011 to net loss of approximately $414,000 for the quarter ended March 31, 2011.  The decrease in net income from the period ended March 31, 2011 is largely attributable to the decreased revenue sources from development fee revenue noted in the revenue section above, net of a year-to-year reduction in our income tax provision of $2,219,000.

The net loss in the quarter ended March 31, 2012 is indicative of the inconsistent revenue patterns of our wind farm development services business as revenue recognition is significantly impacted by the timing of the development fee revenue.

Changes in the Financial Condition for the Period ended March 31, 2012

Accounts Receivable

Traditional credit terms are extended to customers in the normal course of business. We perform ongoing credit evaluations of our customers’ financial condition and generally require no collateral. Accounts receivable of approximately $637,000 at March 31, 2012 included approximately $362,000 from a credit-rated utility.  The December 31, 2011 accounts receivable included approximately $1,635,000 for construction activities of a 4.95 MW wind farm, which was collected in February 2012 along with the receipt of the $6,284,000 U.S. Treasury cash grant receivable for the Valley View wind farm in March 2012.

Property and Equipment

As of March 31, 2012 and December 31, 2011, we held approximately $25,599,000 and $25,846,000 in net book value of property and equipment, respectively. The assets include approximately $25,681,000 (at original cost) in wind turbine assets of the Woodstock Hills, Valley View and Winona wind farms in 2011. The wind farm assets were booked at fair value at the time of the acquisition for the Woodstock Hills and Valley View entities, and at book value for Winona due to common control.     Other assets included in property and equipment includes land, buildings, office equipment, shop equipment and service vehicles.
 
 
28

 
 
Liquidity and Capital Resources

Juhl Wind, as a holding company, does not directly operate or have any ownership in any revenue-producing generation facilities. Thus, it has no material assets other than the stock of its subsidiaries and depends upon transfers of funds from its subsidiaries to meet its obligations.

At March 31, 2012, we carried approximately $5,708,000 in cash and short term-investments on the balance sheet (excluding restricted cash).  However, approximately $383,000 of the short-term investments has been designated as security for the bank notes payable of approximately $360,000 and therefore has been reflected in current assets as a restricted short-term investment on the consolidated balance sheets.  In order to provide additional protection to our cash reserves, we have obtained a $1.5 million letter of credit facility that provides security for the deposits that may not otherwise be insured through the Federal Deposit Insurance Corporation.  

 Our unrestricted cash position decreased by approximately $108,000 for the quarter ended March 31, 2012 over the quarter ended December 31, 2011. As mentioned above under accounts receivable, we were able to collect certain significant receivables and therefore controlled the total amount of net cash outflow for the quarter.  Based on our anticipated level of revenues and cash position, we believe that funds generated from existing contractual agreements, together with existing cash resources, will be sufficient to finance our operations and planned capital expenditures through the next 24 months.

Development fees have represented a significant component of our revenue streams in the past.  Such fees are premised on contractual agreements and the ultimate realizability of these revenues are dependent on reaching commercial operation and final financing of wind farm projects. This does cause the timing of our revenue streams to be inconsistent as we are dependent on successful construction conditions such as weather as well as assisting in the closing of funding which normally has numerous legal conditions.
 
Our balance sheet at March 31, 2012 includes a promissory note payable of approximately $2,800,000 to a turbine supplier for amounts due for turbines on the Winona project.  The note was initially payable in April 2012 based on additional project financing. The Company continues to seek long-term financing for this project. In lieu of a refinancing, the note is payable through free cash flows available from the Winona project, and as such,  approximately $2,566,000 has been classified as long-term based on our assessment of future cash flows that are expected beyond one year. The Company has a secured interest in the Winona project. In the event that the Company does not make the free cash flow payments from the Winona project available to the turbine supplier, this could put the Company into an event of default.
 
On April 30, 2012, we used $1,000,000 of our cash balances to acquire PEC per the purchase agreement. We expect that PEC operations will not require any further cash requirements over the foreseeable future.

We are currently analyzing existing wind farm portfolios of owners who may be interested in selling their interests. We would expect to utilize some of our cash resources in conjunction with resources that we believe will be available to us from outside debt or equity resources.

We will continue our internal efforts to assist our project owners in arranging financing terms for each project under development.  The ability to assist project owners with obtaining debt and equity financing is a material factor in producing our future development fee revenue streams and cash flow. We expect that we will be required to obtain interim vendor financing from turbine suppliers or a BOP subcontractor, and we are typically required to grant a security interest to those suppliers.  The security agreement allows the supplier to step-into our developer rights that we have to the project entity, after a passage of time typically 180 days from project completion.

Future Growth and Financing

Despite the political climate which has resulted in uncertainty around energy policy, we have been able to secure development rights for late stage wind farm development opportunities that should enable us to complete small wind farm projects for large corporations or small utilities who desire to purchase electricity from these projects.    We will seek to obtain additional sources of recurring revenue from maintenance, administrative and services businesses through writing new business or undertaking additional mergers or acquisitions, and reduce the inconsistent revenue patterns that we see in our wind farm development business.

We will continue to pursue new community wind farm developments in order to maintain an active backlog of projects, including distributed generation projects that involve corporate businesses that, like utilities, express a desire to purchase electricity produced by wind farms on long-term contracts. However, we cannot assure that actions will be successful. Should revenue decline to a level significantly below our current expectations, we would reduce capital expenditures and implement cost-reduction initiatives which we believe would be sufficient to ensure that funds generated from operations, together with existing cash and funds available from borrowing under any open credit agreement.

In conjunction with our financing activities as described above, we believe that we would be able to more quickly bring wind farm projects through the early development and construction stages if we were able to access a funding mechanism that we could utilize in sponsoring wind farm developments.  Like much of the U.S. economy that relies on extension of credit, the community wind industry in general has experienced difficulties in obtaining sources of funding from the current equity and debt financing marketplace, as cited above under “Factors Affecting Our Operating Results”.  
 
The formation of Juhl Renewable Assets provides us with the ability to acquire ownership of existing wind farms that fit our distributed generation model and the size range of products that we typically develop.  We believe that the ownership of community wind farms will provide an ability to expand our services to wind farm operations and to create recurring, repeatable annual revenue streams for our business model.  At the current time, we have made investments into the 10 MW Valley View wind farm (February 2011), 10.2 MW Woodstock Hills wind farm (April 2011), and 1.5 MW Winona wind farm (October 2011).

 
29

 

Net Cash – Operating Activities
Net cash used in operating activities increased by approximately $3,444,000, from the net cash provided by operating activities of approximately $3,297,000 for the quarter ended March 31, 2011 to net cash used in operating activities of approximately $147,000 for the quarter ended March 31, 2012. The change in net cash used in operating activities of $3,444,000 is primarily due to the collection in 2011 of wind farm development and construction advisory fees from the Meeker County projects of approximately $2,300,000, construction and cost reimbursements from Grant County of approximately $460,000 and receipt of a $1,000,000 cash advance relating to the sale of development rights. We will continue to manage operating expenses for cash flow control as we seek to diversify our revenue base, such as with the acquisition of PEC and three wind farms in 2011.

Net Cash – Investing Activities
Net cash provided by investing activities increased by approximately $5,942,000, from the net cash provided by investing activities of approximately $265,000 for the quarter ended March 31, 2011 to net cash provided by investing activities of approximately $6,207,000  for the quarter ended March 31, 2012.  The increase is primarily attributable to the receipt of U.S. Treasury Section 1603 cash grant in the amount of $6,284,476.  

Net Cash – Financing Activities
Net cash flow used in financing activities increased by approximately $6,651,000, from the net cash flow provided by financing activities of approximately $99,000 for the quarter ended March 31, 2011 to approximately to net cash used in  financing activities of approximately $6,551,000 for the quarter ended March 31, 2012.  The increase in cash used in financing activities is primarily attributable making the payments made to a bank and vendors from the cash grant as described about under investing activities.

Impact of Inflation

We expect to be able to pass inflationary increases on to our maintenance business customers through price increases, as required, and do not expect inflation to be a significant factor in our business.

Seasonality

Although our operating history is limited, we do not believe our services are seasonal except for future wind farm construction revenue which may be impacted by climate in the Upper Midwest.

Off-Balance Sheet Arrangements

As mentioned above in the Liquidity and Capital Resources section, we have made certain guarantees of indebtedness or offered indemnifications of warranties and representations in conjunction with the funding activities of the Valley View and Grant County wind farms.

In conjunction with the credit facility in the Grant County project, the Company has agreed for a limited period of time to indemnify the new equity investor with respect to certain representations and warranties made in conjunction with the equity purchase, including potential liabilities for Section 1603 Treasury Grant recapture or tax liabilities attributable to the period prior to the closing date. 

The Company agreed to guarantee certain payments to investors in the Valley View wind farm project as set forth below:

 
·
the timely payment of any and all guaranteed payments required to be paid to  preferred membership investors (who contributed approximately $2.5 million)  as they may become due under the respective LLC operating agreements, and the timely payment of any and all amounts payable upon exercise of a put right by such preferred members.  The put right is not under the Company’s control and may occur either in two years or in certain cases, ten years.  The Company does  have up to six months from the date that to make such Put Right Payment, and should Juhl Wind fail to make the Put Right Payment within such six month period, the principal amount owed by the Company is subject to a penalty of an additional 10%.
 
·
The Company has agreed, with respect to a put right made available to one of the Common Members in the Valley View project (who contributed $500,000) to redeem any of its units then held by the Purchaser for a price in cash equal to the present value of the (i) estimate future distributions to be made to Purchaser net of (ii) estimated future income allocations for which no distributions are projected to be made (“Put Right Purchase Amount”).  If the Company fails to pay in full the put right purchase amount in cash on the due date, the Company shall issue a promissory note with a maturity date not exceeding 36 months and pay interest thereon.
 
 
30

 
 
 
·
The Company has made certain representations and warranties with regard to indemnifications in conjunction with the funding activities of the Valley View and Grant County wind farms, including potential liabilities for Section 1603 Treasury Grant recapture or tax liabilities attributable to the period prior to the closing date.  
 
Aside from these arrangements, we believe that there are no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to exercise its judgment. We exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenues and expenses, and disclosures of commitments and contingencies at the date of the financial statements.
 
On an ongoing basis, we evaluate our estimates and judgments. We base our estimates and judgments on a variety factors including our historical experience, knowledge of our business and industry, current and expected economic conditions, the composition of our products/services and the regulatory environment. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary.
 
While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates. A description of significant accounting policies that require us to make estimates and assumptions in the preparation of our consolidated financial statements is as follows:

Revenue Recognition.

Turbine Sales and Service.

Turbine sales occur from small scale wind turbines that are internally re-manufactured and sold by the Company, or through purchase and resale of larger scale wind turbines to wind farm project owners. Revenue from the sale of small scale wind turbines are recognized upon shipment to the customer as transfer of ownership and risk of loss have been transferred to the customer. Deposits received from customers are included as deferred revenue until shipment occurs. Revenues from the sale of larger scale wind turbines are generally recognized in conjunction with the construction services percentage of completion accounting discussed below. Commencement of revenue recognition is only after turbine erection activities have begun.  Turbine services include time-and-material arrangements related to existing installations of wind turbine equipment.  Revenue is recognized upon completion of the maintenance services.
 
Licensing Agreements.

Revenues earned from licensing agreements are amortized straight line over the term of the agreement.
  
Wind Farm Consulting, Development and Management Services:
 
Consulting Services
 
Consulting services fees are primarily fixed fee arrangements of a short-term duration and are recognized as revenue on a completed contract basis.

Wind Farm Development Services
 
The Company normally earns a development service fee from each of the wind farm projects that it develops in cooperation with wind farm investors. These development services arrangements are evaluated under authoritative guidance relating to “Revenue Arrangements with Multiple Deliverables,” which addresses certain aspects of accounting by a vendor for arrangements under which the vendor will perform multiple revenue generating activities.

The development services fee revenue is recognized as follows:
 
Proceeds received upon the signing of a Development Services Agreement (generally 10% of the total expected development fee) are amortized over the expected period of the development process, which is generally three years. The amortization period is re-assessed by management as new timelines are established for the project in-service date, and the amortization period is adjusted. The remaining proceeds are allocated to the following deliverables based on vendor specific objective evidence (“VSOE”) of each item: 1) achievement of a signed Power Purchase Agreement (“PPA”) with an electrical utility, and 2) final commissioning of the wind farm turbines.  Management has determined that these deliverables have stand-alone value, and performance of the undelivered services are considered probable and in the control of the Company.
 
 
31

 
 
Wind Farm Management Services
 
Revenues earned from administrative, management and maintenance services agreements are recognized as the services are provided. The administrative and management services agreements call for quarterly payments in advance or arrears of services rendered based on the terms of the agreement. The administrative and management services payments in advance are carried as deferred revenue and recognized monthly as services are performed. Maintenance services are generally billed on a time and materials basis.  Revenues from services work are recognized when services are performed.

Wind Farm Construction Services
 
We recognize revenue on construction contracts on the percentage of completion method with costs and estimated profits included in contract revenue as work is performed. Construction contracts generally provide that customers accept completion of progress to date and compensate us for services rendered measured in terms of units installed, hours expended or some other measure of progress. We recognize revenue on both signed contracts and change orders. A discussion of the treatment of claims and unapproved change orders is described later in this section. Percentage of completion for construction contracts is measured principally by the percentage of costs incurred as part of the balance of plant contract (which excludes the wind turbines) and accrued to date for each contract to the estimated total cost for each contract at completion. We generally consider contracts to be substantially complete upon departure from the work site and acceptance by the customer. Contract costs include all direct material (excluding wind turbines), labor and insurance costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Changes in job performance, job conditions, estimated contract costs and profitability and final contract settlements may result in revisions to costs and income and the effects of these revisions are recognized in the period in which the revisions are determined. Provisions for total estimated losses on uncompleted contracts are made in the period in which such losses are determined. The balances billed but not paid by customers pursuant to retainage provisions in construction contracts will be due upon completion of the contracts and acceptance by the customer. Based on the Company’s experience with similar contracts in recent years, the retention balance at each balance sheet date will be collected within the subsequent fiscal year.

Electrical power sales
 
Electrical power sales to a utility purchaser are recognized as electrical energy is produced.   In accordance with generally accepted accounting principles, revenue levelization is required whenever there is a variable pricing arrangement such as the PPA with Woodstock Hills.  This requires that the revenue be levelized over the term of the agreement.  The revenue recognized is the lesser of the amount billable under the contract, or the amount determined by the megawatt hours made available during the period multiplied by the average revenue per megawatt hour over the life of the PPA.
 
The Woodstock Hills wind farm credited with producing Renewable Energy Credits (REC’s). These have a market value, and we recognize revenue on the sale of such credits as revenue when sold on the open market.
 
 
Variable Interest Entities

The Company has determined that one of its wind farm projects are variable interest entities (“VIE”).  The footnotes to our consolidated financial statements in our annual report on Form 10-K provide our analysis and judgments with respect to whether or not the Company should consider consolidation of these VIE’s into our financial statements. We have consolidated one VIE because we believe that we had implicit power to significantly impact the economic performance of the limited liability company associated with that wind farm project.
 
Item 3.          QUANTITATIVE AND QUALITATIVE ANALYSIS ABOUT MARKET RISK

Not applicable.
 
Item 4.          CONTROLS AND PROCEDURES
 
Evaluation of disclosure controls and procedures
 
Our management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of March 31, 2012.  Based upon management’s evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that, as of March 31, 2012, our disclosure controls and procedures were designed at a reasonable assurance level and were effective at a reasonable assurance level to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
 
 
32

 

Changes in Internal Control Over Financial Reporting
 
There have been no changes in our internal controls over financial reporting during the three-month period ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
 
PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

In March 2012, we received an order of judgment that we believe will greatly diminish the impact of a  a complaint was filed in March 2011 by a freight supplier claiming that the Company had not paid amounts due under contractual arrangements for delivery of wind turbine generator components along with additional unreimbursed costs in that regard. The Company believes that any settlement in this matter will not have a material effect on the financial position or operations of the business.

Item 1A. RISK FACTORS

Not applicable.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4. MINE SAFETY DISCLOSURES.
 
None.

Item 5. OTHER INFORMATION.

a)
None
b)
None
 
Memorandum of Understanding
 
Juhl Wind entered into a memorandum of understanding with Vision Opportunity Master Fund, a holder of its Series A preferred stock, whereby it provided its approval of various matters consistent with its rights under the Securities Purchase Agreement dated June 24, 2008 and Amended and Restated Series A Preferred Certificate of Designation.  Such approval included the following: possible acquisition of an engineering firm (as described under Future Growth and Financing), creation of a new class of securities for its Juhl Renewable Assets, LLC operating subsidiary (with the possibility of conversion or exchange into Common Stock of the Company) and dividend rights, and possible financing options, including “at the market” financing.
 
Item 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K
No.  
 
Description  
     
3.1
 
Articles of Incorporation of the Company 1
     
3.2
 
Certificate of Amendment to Certificate of Incorporation amending, among other things, the name of MH & SC, Incorporated to Juhl Wind, Inc. filed June 20, 2008, and effective June 24, 2008, with the Delaware Secretary of State 2
 
 
33

 
 
3.3
 
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A 8% Convertible Stock of Juhl Wind, Inc. filed June 11, 2009 with the Delaware Secretary of State. 4
     
3.4
 
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of Juhl Wind, Inc. filed September 28, 2009, with the Delaware Secretary of State 3
     
3.5
 
Bylaws of the Company 1
     
10.1   Unit Purchase Agreement, dated as of April 30, 2012 between Juhl Wind, Inc. and George Shibayama, Matt Brown and Bryan Eskra (excluding exhibits) 5
     
31.1
 
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2
 
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2
 
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
101.INS
 
XBRL Instance Document*
101.SCH
 
XBRL Taxonomy Extension Schema Document*
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document*
 
* Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
  Incorporated herein by reference from the Company’s Registration Statement on Form S-B filed with the Securities and Exchange Commission on March, 31, 2007.
 
2   Incorporated herein by reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2008.

3   Incorporated herein by reference to the exhibits included with our Current Report on Form 8-K dated September 28, 2009 and filed with the Securities and Exchange Commission on September 28, 2009
 
4   Incorporated herein by reference to the exhibits included with Amendment No. 4 to the Company’s Registration Statement on Form S-1 (registration no. 333-154617), filed with the Securities and Exchange Commission on June 12, 2009.

5   Incorporated herein by reference to the exhibits included with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2012.
 

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
JUHL WIND, INC.
 
(Registrant)
   
Date:  May 15, 2012
/s/ John Mitola
 
John Mitola
 
President
 
34