UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended: ~~September~~March 3031, ~~2014~~2015

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

Commission file number: 000-54080

JUHL ENERGY, 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) 562- 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 ☒ No ☐

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 ☒ 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 ☐		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☒

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Common Stock: 3536,~~924~~864,~~826~~430 shares outstanding as of ~~November~~May 157, ~~2014~~2015.

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	2318
	Item 3. Quantitative and Qualitative Analysis About Market Risk	3832
	Item 4. Controls and Procedures	3932
PART II - OTHER INFORMATION
	Item 1. Legal Proceedings	3933
	Item 1A. Risk Factors	3933
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3933
	Item 3. Defaults Upon Senior Securities	3933
	Item 4. Mine Safety Disclosures	3933
	Item 5. Other Information	4033
	Item 6. Exhibits	4134
Signatures		4235
Exhibits		36

PART I - FINANCIAL INFORMATION

Item 1. UNAUDITED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements of Juhl Energy, Inc. (“Juhl Energy” 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 consolidated 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 U.S. 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, ~~2013~~2014, previously filed with the Commission, which are included in the Annual Report on Form 10-K filed on April 72, ~~2014~~2015.

JUHL ENERGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS MARCH 31, 2015 AND DECEMBER 31, 2014

CONSOLIDATED BALANCE SHEETS

	MARCH 31, 2015			DECEMBER 31, 2014
	(unaudited)
ASSETS

CURRENT ASSETS
Cash	$	1,726,718		$	3,143,899
Restricted cash		82,032			82,032
Short-term investments - restricted		80,123			80,084
Accounts receivable, net of allowance for doubtful accounts		1,513,038			1,252,054
Work-in-progress		511,526			485,050
Inventory		94,911			114,418
Other current assets		228,529			183,144
Assets of Discontinued Operations - Current		23,487			98,103
Total current assets		4,260,364			5,438,784

PROPERTY AND EQUIPMENT, Net		24,161,294			24,447,768

OTHER ASSETS
Escrow cash reserves for contractual commitments		1,410,789			1,340,209
Loan costs, net		245,689			257,050
Intangible assets, net		236,666			256,066
Goodwill		214,090			214,090
Assets of discontinued operations - Noncurrent		49,349			51,144
Project development costs and other		160,613			153,088
Total other assets		2,317,196			2,271,647

TOTAL ASSETS	$	30,738,854		$	32,158,199

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	1,422,807		$	1,713,823
Accrued liabilities		920,057			1,168,880
Billings in excess of costs		115,934			128,352
Deferred revenue - license arrangement and other		317,408			317,408
Current portion of notes payable		1,840,568			1,994,067
Share repurchase obligation		518,450			518,450
Liabilities of discontinued operations		146,161			264,007
Current portion of nonrecourse debt		1,152,434			1,140,207
Total current liabilities		6,433,819			7,245,194

LONG-TERM LIABILITIES
Nonrecourse debt, net of current portion		10,692,355			11,130,764
Notes payable, net of current portion		3,342,179			3,246,419
Other long-term liabilities		912,789			625,942
Deferred revenue - license arrangement and 1603 Grant, net of current portion		1,915,779			1,921,438
Deferred revenue - power purchase contract		4,308,799			4,245,402
Deferred income taxes		42,000			42,000
Total long-term liabilities		21,213,901			21,211,965

REDEEMABLE PREFERRED MEMBERSHIP INTERESTS		2,000,000			2,000,000

REDEEMABLE CUMULATIVE PREFERRED STOCK OF SUBSIDIARY		4,897,700			4,897,700

STOCKHOLDERS' EQUITY (DEFICIT)
Controlling interest in equity:
Preferred Stock, 20,000,000 shares authorized Series B convertible preferred stock - $.0001 par value, 128,042 issued and outstanding as of March 31, 2015 and December 31, 2014, respectively		240,391			240,391
Common Stock - $.0001 par value; 100,000,000 shares authorized, 36,614,430 issued and 36,424,826 outstanding as of March 31, 2015 and December 31, 2014, respectively		3,661			3,661
Additional paid-in capital		23,125,929			22,970,796
Treasury stock, 189,604 shares held by the Company at March 31, 2015 and December 31, 2014		(218,965	)		(218,965	)
Accumulated deficit		(28,003,413	)		(27,247,365	)
Total equity (deficit) attributable to Juhl Energy, Inc.		(4,852,397	)		(4,251,482	)
Noncontrolling interest in equity		1,045,831			1,054,822
Total stockholders' equity (deficit)		(3,806,566	)		(3,196,660	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	30,738,854		$	32,158,199

SEPTEMBER 30, 2014 AND DECEMBER 31, 2013

	SEPTEMBER 30, 2014			DECEMBER 31, 2013
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	1,365,607		$	1,280,681
Restricted cash		80,043			488,715
Short-term investments - restricted		82,032			90,005
Accounts receivable, net of allowance for doubtful accounts		2,256,302			3,046,678
Work-in-progress		536,590			518,762
Inventory		89,457			92,663
Costs and estimated profits in excess of billings		-			849,241
Other current assets		117,378			231,923
Total current assets		4,527,409			6,598,668
PROPERTY AND EQUIPMENT, Net		26,861,666			23,831,680
OTHER ASSETS
Escrow cash reserves for contractual commitments		1,255,208			1,288,231
Loan costs, net		287,139			6,843
Intangible assets		275,466			258,666
Goodwill		214,090			214,090
Project development costs and other		153,110			89,540
Total other assets		2,185,013			1,857,370
TOTAL ASSETS	$	33,574,088		$	32,287,718
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	1,551,016		$	2,499,522
Accrued liabilities		1,370,611			1,305,447
Deferred revenue - license arrangement and other		428,005			317,408
Current portion of notes payable		2,788,302			910,612
Derivative liabilities- interest rate swap		-			194,196
Share repurchase obligation		518,450			-
Current portion of nonrecourse debt		1,121,584			834,555
Total current liabilities		7,777,968			6,061,740
LONG-TERM LIABILITIES
Nonrecourse debt, net of current portion		11,426,026			9,032,734
Notes payable, net of current portion		3,213,512			3,123,617
Derivative liabilities- interest rate swap		-			265,804
Other long-term liabilities		615,186			553,464
Deferred revenue - license arrangement and 1603 Grant, net of current portion		1,884,100			1,967,839
Deferred revenue - power purchase contract		4,195,093			4,058,924
Deferred income taxes		42,000			42,000
Total long-term liabilities		21,375,917			19,044,382
REDEEMABLE PREFERRED MEMBERSHIP INTERESTS		2,000,000			2,518,450
REDEEMABLE CUMULATIVE PREFERRED STOCK OF SUBSIDIARY		4,072,700			1,580,000
STOCKHOLDERS' EQUITY (DEFICIT)
Controlling interest in equity:
Preferred Stock, 20,000,000 shares authorized
Series A convertible preferred stock - $.0001 par value, -0- and 4,820,000 issued and outstanding as of September 30, 2014 and December 31, 2013, respectively (liquidation preference of $-0- and $5,836,000 at September 30, 2014 and December 31, 2013, respectively)		-			2,569,683
Series B convertible preferred stock - $.0001 par value, 128,042 and 5,966,792 issued and outstanding as of September 30, 2014 and December 31, 2013, respectively		240,391			11,392,403
Common Stock - $.0001 par value; 100,000,000 shares authorized, 36,114,430 and 24,449,626 issued and 35,924,826 and 24,260,022 outstanding September 30, 2014 and December 31, 2013, respectively		3,611			2,445
Additional paid-in capital		22,879,549			9,348,324
Treasury stock, 189,604 shares held by the Company at September 30, 2014, and December 31, 2013		(218,965	)		(218,965	)
Accumulated deficit		(25,598,882	)		(21,421,071	)
Total equity (deficit) attributable to Juhl Energy, Inc.		(2,694,296	)		1,672,819
Noncontrolling interest in equity		1,041,799			1,410,327
Total stockholders' equity (deficit)		(1,652,497	)		3,083,146
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	33,574,088		$	32,287,718

The accompanying notes are an integral part of these consolidated statements.

The following table presents information on assets and liabilities related to a VIE that is consolidated by the Company at ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014. The difference between total VIE assets and liabilities represents the Company's interests in those entities, which were eliminated in consolidation.

	SEPTEMBER 30,		DECEMBER 31,
	MARCH 31, 2015		DECEMBER 31, 2014
	2014		2013
	(unaudited)
Cash	$	~~706~~341,~~779~~974	$	~~119~~643,~~734~~422
Restricted cash		-		374,443
Accounts receivable and other current assets		247,332		190,062
Accounts receivable and other current assets		186,598		221,955
Property and equipment, net		14,193,427		14,360,599
Property and equipment, net		14,528,260		15,003,771
All other assets		667,615		674,210
All other assets		619,117		800,000
Total assets	$	15,450,348	$	15,868,293
Total assets	$	16,040,754	$	16,519,903
Accounts payable and accrued expenses	$	391,897	$	487,841
Accounts payable and accrued expenses	$	518,223	$	403,533
Deferred revenue- power purchase contract		49,597		45,602
Derivative liabilities		-		460,000
Nonrecourse debt		9,174,881		9,465,703
Deferred revenue- power purchase contract		41,356		30,597
Total liabilities	$	9,616,375	$	9,999,146
Nonrecourse debt		9,608,735		9,177,788
Total liabilities	$	10,168,314	$	10,071,918

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.

The accompanying notes are an integral part of these consolidated statements.

JUHL ENERGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

CONSOLIDATED STATEMENTS OF OPERATIONS

	2015					2014
	(unaudited)					(unaudited)


REVENUE	$	3,422,329		100.0	%		3,128,657		100.0	%


COST OF REVENUES		2,152,086		62.9			2,060,433		65.9

GROSS PROFIT		1,270,243		37.1			1,068,224		34.1

OPERATING EXPENSES
General and administrative expenses		681,384		19.9			765,909		24.5
Payroll and employee benefits		753,231		22.0			708,095		22.6
Wind farm administration expenses		179,048		5.3			113,784		3.6
Total operating expenses		1,613,663		47.2			1,587,788		50.7

OPERATING INCOME (LOSS)		(343,420	)	(10.1	)		(519,564	)	(16.6	)

OTHER INCOME (EXPENSE)
Interest and dividend income		1,075		-			184		-
Interest expense		(219,378	)	(6.4	)		(199,760	)	(6.4	)
Gain (Loss) on fair value of interest rate swap		-		-			(74,673	)	(2.4	)
Total other income (expense), net		(218,303	)	(6.4	)		(274,249	)	(8.8	)

INCOME (LOSS) BEFORE INCOME TAXES		(561,723	)	(16.5	)		(793,813	)	(25.4	)

INCOME TAX BENEFIT (EXPENSE)		-		-			-		-

INCOME (LOSS) FROM CONTINUING OPERATIONS		(561,723	)	(16.5	)		(793,813	)	(25.4	)

INCOME (LOSS) FROM DISCONTINUED OPERATIONS		17,156		0.5			(517,308	)	(16.5	)

NET INCOME (LOSS)		(544,567	)	(16.0	)		(1,311,121	)	(41.9	)

LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST		26,242		0.8			(366,236	)	(11.7	)

NET INCOME (LOSS) ATTRIBUTABLE TO JUHL ENERGY, INC.	$	(570,809	)	(16.8	)%	$	(944,885	)	(30.2	)%

PREFERRED DIVIDENDS		185,239					111,141

NET INCOME (LOSS) ATTRIBUTABLE TO JUHL ENERGY COMMON STOCKHOLDERS	$	(756,048	)			$	(1,056,026	)

AMOUNT ATTRIBUTABLE TO JUHL ENERGY
Net income (loss) from continuing operations	$	(773,204	)			$	(538,718	)
Net income (loss) from discontinued operations, net of taxes		17,156					(517,308	)
NET INCOME (LOSS) ATTRIBUTABLE TO JUHL ENERGY	$	(756,048	)			$	(1,056,026	)


WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED	$	36,424,826				$	24,580,883


NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED
From continuing operations	$	(0.02	)			$	(0.02	)
From discontinued operations		0.00					(0.02	)
Net income (loss) per share- basic and diluted	$	(0.02	)			$	(0.04	)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

	2014					2013
	(unaudited)					(unaudited)
REVENUE	$	3,592,682		100.0	%	$	3,204,328		100.0	%
COST OF GOODS SOLD		3,082,117		85.8			2,773,622		86.6
GROSS PROFIT		510,565		14.2			430,706		13.4
OPERATING EXPENSES
General and administrative expenses		599,546		16.7			648,040		20.2
Payroll and employee benefits		935,310		26.0			700,936		21.9
Wind farm administration expenses		143,991		4.0			50,894		1.6
Total operating expenses		1,678,847		46.7			1,399,870		43.7
OPERATING INCOME (LOSS)		(1,168,282	)	(32.5	)		(969,164	)	(30.3	)
OTHER INCOME (EXPENSE)
Interest and dividend income		1,300		0.0			423		0.0
Interest expense		(244,477	)	(6.8	)		(209,424	)	(6.5	)
Gain (loss) on fair value of interest rate swap		-		0.0			(25,666	)	(0.8	)
Other income		-		0.0			5,000		0.2
Total other income (expense), net		(243,177	)	(6.8	)		(229,667	)	(7.1	)
INCOME (LOSS) BEFORE INCOME TAXES		(1,411,459	)	(39.3	)		(1,198,831	)	(37.4	)
INCOME TAX BENEFIT (EXPENSE)		-		-			-		-
NET INCOME (LOSS)		(1,411,459	)	(39.3	)		(1,198,831	)	(37.4	)
LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST		(55,551	)	(1.5	)		(88,027	)	(2.7	)
NET INCOME (LOSS) ATTRIBUTABLE TO JUHL ENERGY, INC.	$	(1,355,908	)	(37.8	)%	$	(1,110,804	)	(34.7	)%
PREFERRED DIVIDENDS		151,208					124,337
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(1,507,116	)			$	(1,235,141	)
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC & DILUTED		31,718,304					23,700,680
NET INCOME (LOSS) PER SHARE BASIC & DILUTED	$	(0.05	)			$	(0.05	)

The accompanying notes are an integral part of these consolidated statements.

JUHL ENERGY, INC. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2015

CONSOLIDATED STATEMENTS OF OPERATIONS

	Common Stock				Convertible Preferred Stock Series B				Additional Paid-In		Treasury			Accumulated			Total Stockholders' Equity-			Noncontrolling			Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Capital		Stock			Deficit			Juhl Energy			Interest			(deficit)

BALANCE -December 31, 2014		36,614,430	$	3,661		128,042	$	240,391	$	22,970,796	$	(218,965	)	$	(27,247,365	)	$	(4,251,482	)	$	1,054,822		$	(3,196,660	)

Net income (loss)		-		-		-		-		-		-			(570,809	)		(570,809	)		26,242			(544,567	)

Stock-based compensation		-		-		-		-		155,133		-			-			155,133			-			155,133

Dividends on subsidiary preferred stock paid in cash		-		-		-		-		-		-			(109,685	)		(109,685	)		-			(109,685	)

Dividends paid on preferred membership interests in wind farms and other distributions		-		-		-		-		-		-			(75,554	)		(75,554	)		(35,233	)		(110,787	)

BALANCE -March 31, 2015 (unaudited)		36,614,430	$	3,661		128,042	$	240,391	$	23,125,929	$	(218,965	)	$	(28,003,413	)	$	(4,852,397	)	$	1,045,831		$	(3,806,566	)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

	2014					2013
	(unaudited)					(unaudited)
REVENUE	$	10,328,637		100.0	%	$	8,670,985		100.0	%
COST OF GOODS SOLD		8,337,784		80.7			7,044,596		81.3
GROSS PROFIT		1,990,853		19.3			1,626,389		18.7
OPERATING EXPENSES
General and administrative expenses		2,268,710		22.0			1,932,356		22.3
Payroll and employee benefits		2,762,045		26.7			1,998,249		23.1
Wind farm administration expenses		386,181		3.7			263,918		3.0
Total operating expenses		5,416,936		52.4			4,194,523		48.4
OPERATING INCOME (LOSS)		(3,426,083	)	(33.1	)		(2,568,134	)	(29.7	)
OTHER INCOME (EXPENSE)
Interest and dividend income		1,710		0.0			2,793		0.0
Interest expense		(658,193	)	(6.4	)		(624,510	)	(7.2	)
Gain (Loss) on fair value of interest rate swap		(74,673	)	(0.7	)		491,225		5.7
Total other income (expense), net		(731,156	)	(7.1	)		(130,492	)	(1.5	)
INCOME (LOSS) BEFORE INCOME TAXES		(4,157,239	)	(40.2	)		(2,698,626	)	(31.2	)
INCOME TAX BENEFIT (EXPENSE)		-		0.0			-		0.0
NET INCOME (LOSS)		(4,157,239	)	(40.2	)		(2,698,626	)	(31.2	)
LESS NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST		(361,116	)	(3.5	)		117,399		1.4
NET INCOME (LOSS) ATTRIBUABLE TO JUHL ENERGY, INC.	$	(3,796,123	)	(36.7	)%	$	(2,816,025	)	(32.6	)%
PREFERRED DIVIDENDS		381,688					204,957
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(4,177,811	)			$	(3,020,982	)
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED		27,224,208					23,430,073
NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED	$	(0.15	)			$	(0.13	)

The accompanying notes are an integral part of these consolidated statements.

JUHL ENERGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

	2015			2014
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(544,567	)		(1,311,121	)
Net (income) loss from discontinued operations		(17,156	)		517,308
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		376,263			339,981
Stock-based compensation		155,133			145,261
Change in allowance for doubtful accounts		(15,456	)		-
(Gain) loss on fair value of interest rate swap		-			74,673
Change in operating assets and liabilities:
Accounts receivable		(245,528	)		757,922
Work-in-progress		(26,476	)		33,750
Inventory		19,507			(11,125	)
Costs and estimated earnings in excess of billings		-			849,241
Other current assets		(45,385	)		(127,250	)
Accounts payable		(291,016	)		(996,962	)
Promissory notes payable		38,625			38,624
Accrued liabilities		(1,277	)		27,328
Billings in excess of costs		(12,418	)		-
Derivative instruments - interest rate swap		-			(632,000	)
Deferred revenue		71,873			72,730
Other long-term liabilities		39,301			-
Other		(39	)		(10,337	)
Cash from (used in) operating activities - continuing operations		(498,616	)		(231,975	)
Cash from (used in) operating activities - discontinued operations		4,327			(46,122	)
Net cash provided by (used in) operating activities		(494,289	)		(278,097	)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for project development costs, net of reimbursements		(7,525	)		(46,307	)
Payments for property and equipment		(73,163	)		(11,673	)
Cash from (used in) investing activities - continuing operations		(80,688	)		(57,981	)
Cash from (used in) investing activities - discontinued operations		-			(3,800	)
Net cash provided by (used in) investing activities		(80,688	)		(61,781	)

CASH FLOWS FROM FINANCING ACTIVITIES
Change in restricted cash		-			256,217
Escrow deposits related to long-term debt, net		(70,580	)		(49,375	)
Cash dividends and distributions paid		(220,472	)		(111,141	)
Net proceeds from sale of preferred stock of subsidiary		-			50,000
Proceeds from notes payable		-			642,212
Principal payments on notes payable		(522,546	)		(77,920	)
Payments of loan costs		-			(195,930	)
Cash from (used in) financing activities - continuing operations		(813,598	)		514,062
Cash from (used in) financing activities - discontinued operations		(35,000	)		(102,915	)
Net cash provided by (used in) financing activities		(848,598	)		411,147

NET INCREASE (DECREASE) IN CASH		(1,423,575	)		71,269

CASH BEGINNING OF THE PERIOD		3,161,817			1,280,681

CASH END OF THE PERIOD		1,738,242			1,351,950

LESS CASH OF DISCONTINUED OPERATIONS		11,524			21,267

CASH END OF THE PERIOD- CONTINUING OPERATIONS	$	1,726,718		$	1,330,683

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	304,336		$	164,075

NONCASH INVESTING AND FINANCING ACTIVITIES
Series A dividend payment in common stock	$	-		$	5,316
Issuance of common stock upon conversion of Series A preferred stock	$	-		$	131,035
Issuance of promissory note for Series A preferred stock dividend	$	-		$	46,613
Issuance of common stock for PVPower acquisition	$	-		$	64,730

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

																												Total
							Convertible						Convertible															Stockholders'						Total
							Preferred Stock						Preferred Stock						Additional									Equity-						Stockholders'
	Common Stock						Series A						Series B						Paid-In			Treasury			Accumulated			(deficit)			Noncontrolling			Equity
	Shares			Amount			Shares			Amount			Shares			Amount			Capital			Stock			Deficit			Juhl Energy			Interest			(deficit)
BALANCE -December 31, 2013		24,449,626		$	2,445			4,820,000		$	2,569,683			5,966,792		$	11,392,403		$	9,348,324		$	(218,965	)	$	(21,421,071	)	$	1,672,819		$	1,410,327		$	3,083,146
Net income (loss)		-			-			-			-			-			-			-			-			(3,796,123	)		(3,796,123	)		(361,116	)		(4,157,239	)
Stock-based compensation		250,000			25			-			-			-			-			457,971			-			-			457,996			-			457,996
Series A preferred stock dividend paid in common stock		33,265			3			-			(5,316	)		-			-			5,313			-			-			-			-			-
Series A preferred stock dividend paid with promissory note		-			-			-			(46,613	)		-			-						-			-			(46,613	)		-			(46,613	)
Issuance of common stock upon conversion of Series A preferred stock		260,000			26			(260,000	)		(131,035	)		-			-			131,009			-			-			-			-			-
Repurchase and retirement of common stock		(60,000	)		(6	)														(14,994	)								(15,000	)					(15,000	)
Issuance of common stock for acquisition of PVPower		431,539			43			-			-			-			-			64,688			-			-			64,731			-			64,731
Repurchase of preferred stock through issuance of promissory note		-			-			(4,560,000	)		(2,386,719	)		(5,838,750	)		(11,152,012	)		11,354,993			-			-			(2,183,738	)		-			(2,183,738	)
Issuance of common stock in public offering (net of $514,910 offering expenses)		10,750,000			1,075			-			-			-			-			1,532,615			-			-			1,533,690			-			1,533,690
Warrants issued in connection with common stock in public offering		-			-			-			-			-			-			101,400			-			-			101,400			-			101,400
Dividends on subsidiary preferred stock paid in cash		-			-			-			-			-			-			-			-			(155,028	)		(155,028	)		-			(155,028	)
Dividends paid on preferred membership interests in wind farms and other distributions		-			-			-			-			-			-			-			-			(226,660	)		(226,660	)		(7,412	)		(234,072	)
Accretion of redeemable cumulative preferred stock of subsidiary to redemption value		-			-			-			-			-			-			(101,770	)		-			-			(101,770	)		-			(101,770	)
BALANCE -September 30, 2014 (unaudited)		36,114,430		$	3,611			-		$	-			128,042		$	240,391		$	22,879,549		$	(218,965	)	$	(25,598,882	)	$	(2,694,296	)	$	1,041,799		$	(1,652,497	)

The accompanying notes are an integral part of these consolidated statements.

JUHL ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

	2014			2013
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(4,157,239	)	$	(2,698,626	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,081,712			1,198,778
Impairment of inventory		-			172,200
Stock-based compensation		457,996			32,753
Change in allowance for doubtful accounts		(17,000	)		5,680
(Gain) loss on fair value of interest rate swap		-			(375,034	)
Change in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable		952,605			(536,514	)
Work-in-progress		(17,828	)		(152,585	)
Inventory		3,206			12,934
Costs and estimated earnings in excess of billings		849,241			-
Other current assets		118,282			99,015
Accounts payable		(1,113,261	)		487,846
Promissory notes payable		115,873			115,873
Accrued expenses		18,551			129,227
Derivative instruments - interest rate swap		(460,000	)		(116,191	)
Deferred revenue		205,432			80,648
Other long-term liabilities		61,722			-
Other		(12,296	)		75,000
Net cash provided by (used in) operating activities		(1,913,004	)		(1,468,996	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from short-term investments		10,000			320,310
Payable to former owners of acquired company		-			(735,872	)
Cash paid for business acquisition, net of cash acquired		(1,805,403	)		-
Payments for project development costs, net of reimbursements		(63,570	)		(67,667	)
Payments for property and equipment		(98,115	)		(134,295	)
Net cash provided by (used in) investing activities		(1,957,088	)		(617,524	)
CASH FLOWS FROM FINANCING ACTIVITIES
Change in restricted cash		408,672			(221,937	)
Escrow deposits related to long-term debt, net		208,023			(195,850	)
Net proceeds from sale of common stock		1,799,845			-
Repurchase of common stock		(15,000	)		-
Repurchase of Series A and B preferred stock		(80,000	)		-
Cash dividends and distributions paid		(389,100	)		(264,442	)
Net proceeds from sale of preferred stock of subsidiary		2,390,930			1,350,000
Proceeds from notes payable		707,212			769,125
Principal payments on notes payable		(778,918	)		(511,720	)
Payments of loan costs		(296,646	)		-
Net cash provided by (used in) financing activities		3,955,018			925,176
NET INCREASE (DECREASE) IN CASH		84,926			(1,161,344	)
CASH BEGINNING OF THE PERIOD		1,280,681			2,031,039
CASH END OF THE PERIOD	$	1,365,607		$	869,695
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	412,661		$	362,826
NONCASH INVESTING AND FINANCING ACTIVITIES
Series A dividend payment in common stock	$	(5,316	)	$	(292,413	)
Issuance of common stock upon conversion of Series A preferred stock	$	131,035		$	-
Issuance of promissory note for Series A preferred stock dividend	$	46,613		$	-
Issuance of promissory note for Series A and B preferred stock	$	2,103,738
Issuance of common stock for PVPower acquisition	$	64,731		$	-
Series A preferred stock dividend	$	-		$	292,413
Costs of raising capital included in accounts payable	$	164,755		$	-
Share repurchase obligation	$	518,450		$	-
Warrants issued to underwriter	$	101,400		$	-
Accretion of subsidiary preferred stock	$	101,770
Business acquisition financed with notes payable	$	2,500,000		$	-

The accompanying notes are an integral part of these consolidated statements.

JUHL ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 footnote 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 unaudited condensed 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, ~~2013~~2014 which was filed with the Securities and Exchange Commission ~~as amended~~ on April 72, ~~2014~~2015.

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, ~~2014~~2015.

Juhl Energy, Inc. (“Juhl Energy” or “the Company”) conducts business under the following 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”), Power Engineers Collaborative, LLC (“PEC”), ~~Juhl Tower Services, Inc. (“JTS”) (which is a wholly-owned subsidiary of JES)~~ and ownership and operational duties over the following operating wind farms: Woodstock Hills LLC (“Woodstock Hills”), Winona County Wind, LLC (“Winona”), Valley View Transmission, LLC (“Valley View”) and 5045 Wind Partners LLC (“Iowa wind farms”). The JTS entity was dissolved in 2015 and is considered a discontinued operation for all years presented.

Juhl Energy is an established leader in the renewable energy industry with a focus on community-based wind power development and ownership of clean energy assets throughout the United States and Canada. In addition, the Company provides engineering, asset management and maintenance services to the utility and telecommunication industries.

U.S. generally accepted accounting principles require certain variable interest entities (“VIE”) 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.

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

USE OF ESTIMATES

The preparation of the ~~unaudited condensed~~ consolidated financial statements in conformity with generally accepted accounting principles in the United States 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 recognition; realizability of accounts receivable; determination of the primary beneficiary of a variable interest entity; the assumptions used in the impairment analysis of long-lived assets and goodwill; the assumptions used in analysis of going concern, valuation of deferred tax assets, deferred power purchase contract revenue, stock-based compensation and warrants, asset retirement obligations, derivative instruments, assumptions used in the computation of contingent liabilities and estimating the fair value of acquired assets and liabilities, and other contingencies. It is at least reasonably possible that these estimates will change in the future. Actual amounts may differ from these estimates, 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.

10GOODWILL AND OTHER INTANGIBLE ASSETS

The Company accounts for goodwill and intangible assets in accordance with the accounting guidance which requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. Finite life intangibles are amortized over their estimated useful lives using the straight-line method.

JUHL ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

~~GOODWILL~~Amortization ~~AND~~expense, ~~OTHER~~including ~~INTANGIBLE~~amounts ~~ASSETS~~for deferred loan costs, for the three-month periods ended March 31, 2015 and 2014 was approximately $31,000 and $20,000, respectively.

Amortization expense, including amounts for deferred loan costs, for the nine-month periods ended September 30, 2014 and 2013 was approximately $75,000 and $266,000, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash, accounts receivable, and accounts payable, and other working capital items approximate fair value at ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014 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 amount of the long-term debt approximates the fair value due to refinancing a significant portion ofin ~~total~~2014, ~~indebtedness~~bringing ~~containing~~our ~~variable~~ interest ~~rates~~rate ~~and~~to ~~these~~current ~~rates are~~ market ~~interest~~ rates ~~for these borrowings~~.

~~Recent~~ACCRUED ~~Accounting~~LIABILITIES/OTHER ~~Pronouncements~~LONG-TERM LIABILITIES

OnIn ~~May 28~~2015, ~~2014~~approximately $248,000 ~~the~~of ~~Financial~~accrued ~~Accounting~~liabilities ~~Standards~~were ~~Board~~reclassified ~~("FASB")~~to ~~issued~~other ~~Accounting~~long ~~Standards~~term ~~Update~~liabilities ~~("ASU")~~as ~~No.~~a ~~2014-09,~~result ~~Revenue~~of ~~from~~a ~~Contracts~~reduction ~~with~~in ~~Customers, which requires an entity to recognize~~ the expected amount of ~~revenue~~payments to ~~which it expects to~~ be ~~entitled~~made ~~for~~over the ~~transfer~~next of12 ~~promised~~months ~~goods or services to customers. This ASU will replace most existing revenue recognition guidance~~ in ~~GAAP~~connection ~~when~~with itprevious ~~becomes~~wind ~~effective.~~farm ~~The~~reimbursable ~~new~~cost ~~standard~~advances is effective for us on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the effect that ~~ASU~~had ~~2014-09~~made ~~will~~by ~~have~~unrelated onthird ~~our condensed combined consolidated financial statements and related disclosures~~parties. ~~We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.~~

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. ASU 2014-15 defines management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. Under GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, GAAP lacks guidance about management's responsibility to evaluate whether there is substantial doubt about the organization's ability to continue as a going concern or to provide related footnote disclosures. The ASU is effective for annual and interim periods beginning after December 15, 2016, and should be applied prospectively. Early adoption is permitted. We have not determined the effect of the standard on our ongoing financial reporting. RECLASSIFICATIONS

2Certain reclassifications were made to the previously issued 2014 financial statements in the consolidated financial statements in order to apply the presentation requirements to retrospectively present 2015 discontinued operations. ~~CONCENTRATIONS~~These reclassifications of financial information related to discontinued operations have no effect on net income, operating cash flow or stockholders’ equity as previously reported.

The Company derived approximately 46% of its revenue for the nine months ended September 30, 2014 from three customers primarily as a result of electricity sales (22%) and engineering consulting services (24%)2. GOING The Company derived approximately 52% of its revenue for the nine months ended September 30, 2013 from three customers primarily as a result of electricity sales (22%) and engineering consulting services (30%). At September 30, 2014 and December 31, 2013, 44% and 65% of the Company's accounts receivable were due from two customers, respectively. CONCERN

3The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. ~~GOING~~generally ~~CONCERN~~accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company currently has negative working capital, negative stockholder’s equity, a history of recurring losses and recurring negative cash flow from operating activities, and has not yet established a source of cash funding to retire obligations coming due within the next twelve months, namely the Company will need to find additional sources of capital to fund the balloon payment of Airdrie Partners note obligation which has been assigned. Additionally, the Company was unable to meet profitability and revenue growth expectations with its JTS subsidiary and, as a result, it was decided in late 2014 to discontinue the operations of this subsidiary. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near term, on the proceeds from financing as a part of the acquisition of additional wind projects and the financing for construction of its larger scale development projects, fee income from development services and additional capital to fund operating activities. There is no assurance that such capital will be available. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The accompanying condensed consolidated financial statements have been prepared in conformity with U~~3.S. SUBSIDIARY ~~generally~~PREFERRED ~~accepted~~STOCK accounting principles, which contemplate continuation of the Company as a going concern. The Company currently has negative working capital, a history of recurring losses and recurring negative cash flow from operating activities, and during the third quarter of 2014 has not yet established a source of cash funding to retire obligations coming due within the next twelve months, namely the Company will need to find additional sources of capital to fund the balloon payment of Vision Opportunity Fund note obligation which has been assigned and is now payable to Airdrie Partners (see Note 14). Additionally, the Company was unable to meet profitability and revenue growth expectations with its Juhl Tower Services subsidiary during the third quarter of 2014 and, as a result, in October 2014 they have decided to significantly wind down the operations of this subsidiary. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near term, on the financing of acquisition of additional wind projects and the financing for construction of its larger scale development projects and additional capital to fund operating activities. There is no assurance that such capital will be available. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

11During 2014, our subsidiary, Juhl Renewable Assets, sold approximately $4,900,000 of its Series A Preferred Stock in private sales for the acquisition of specific assets of comparable value, and for other purposes. The preferred stock provides for a 9% annual dividend to its holders, payable quarterly. The Company has utilized the proceeds raised primarily to provide funding assistance for the acquisition of wind farm assets and to replenish previous advances made by the Company in acquiring its existing ownership interests in wind farms.

Holders of the JRA Preferred Stock will be entitled to receive, to the extent of legally available funds, a dividend of 9% per annum, payable quarterly. Dividends for the three months ended March 31, 2015 and 2014 were approximately $110,000 and $36,000, respectively. The preferred shares carry limited voting rights and have a liquidation preference over common stockholders of the subsidiary. The Company has the call protection right whereby it has the right, but not an obligation, to redeem any outstanding shares subject to the provisions in the certificate of designation. The holders of the preferred stock can require the Company to redeem the shares after June 30, 2015 subject to the terms of the amended certificate of designation. Based on the designations and rights offered to preferred shareholders, the preferred stock is being carried outside of permanent equity on the consolidated balance sheets as Redeemable Cumulative Preferred Stock of Subsidiary at their current redemption value.

4. CONCENTRATIONS

The Company derived approximately 43% of its revenue for the three months ended March 31, 2015 from two customers primarily as a result of energy and field services (20%) and power plant ownership (23%). The Company derived approximately 63% of its revenue for the three months ended March 31, 2014 from four customers primarily as a result of renewable energy development and construction revenue (14%), energy and field services (25%) and power plant ownership (24%). At March 31, 2015 and December 31, 2014, 64% and 61% of the Company's accounts receivable were due from five and four customers, respectively.

JUHL ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

45. ACCOUNTS RECEIVABLE

Accounts receivable consists of the following:

	September 30, 2014			December 31, 2013 *
	March 31, 2015			December 31, 2014 *
Accounts receivable	$	21,~~203~~526,~~124~~528		$	21,~~882~~273,~~744~~155
Unbilled receivables		49,000			202,250
Other receivables		11,735			19,579
Other receivables		44,858			19,364
Allowance for doubtful accounts		(25,225	)		(40,680	)
Allowance for doubtful accounts		(40,680	)		(57,680	)
Total	$	1,513,038		$	1,252,054
Total	$	2,256,302		$	3,046,678

* Derived from the December 31, ~~2013~~2014 ~~audited~~Financial ~~financial statements~~Statements.

56. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

	September 30, 2014			December 31, 2013 *
	March 31, 2015			December 31, 2014 *
Land and improvements	$	82,958		$	82,958
Building and improvements		292,690			292,690
Equipment, including vehicles		~~872~~639,~~054~~646			~~775~~693,~~420~~259
Turbines and improvements		29,790,074			25,817,228
Turbines and other wind farm assets		27,914,093			27,914,093
Construction in process		-			7,626
Subtotal		28,929,387			28,983,000
Subtotal		31,037,776			26,975,922
Less accumulated depreciation		(4,768,093	)		(4,535,232	)
Less accumulated depreciation		(4,176,110	)		(3,144,242	)
Total	$	24,161,294		$	24,447,768
Total	$	26,861,666		$	23,831,680

* Derived from the December 31, ~~2013~~2014 ~~audited~~Financial ~~financial statements~~Statements.

Depreciation expense, including amounts for grant liability amortization, was approximately $1345,~~007,~~000 and $~~933~~320,000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014, respectively.

1211

JUHL ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

67. INCOME TAXES

The following represents the reconciliation of the statutory federal tax rate and the effective tax rate for the ~~nine~~three months ended ~~September~~March 3031:

	2014					2013
	2015					2014
Statutory tax rate	$	(1185,~~413,~~000	)	34.0	%	$	(~~918~~446,000	)	34.0	%
States taxes, net of federal benefit		(~~333~~32,000	)	85.09			(~~162~~78,000	)	6.0
Nondeductible income/expenses		(4942,000	)	17.27			~~(202,000~~-	)	~~7.5~~
Effect of prior year state changes		(254,000	)	6.1			-		-
Increase in valuation allowance		252,000		(46.3	)		528,000		(40.3	)
Increase in valuation allowance		2,053,000		(49.4	)		1,293,000		(47.9	)
Other, net		7,000		(1.3	)		(4,000	)	0.3
Other, net		(4,000	)	0.1			(11,000	)	0.4
	$	-		-	%	$	-		-	%
	$	-		0.00	%	$	-		0.00	%

138. NOTES PAYABLE

JUHL ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

7. NOTES PAYABLE

Notes payable consists of the following:

	September 30, 2014			December 31, 2013 *
	March 31, 2015			December 31, 2014 *
Note payable to a turbine supplier, including interest at 6%; payable solely 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 based on estimated payments from project cash flows. Increases in amounts represent accrued interest. See Note 13 for legal proceedings with the turbine supplier.	$	3,~~184~~261,~~469~~719		$	3,~~068~~223,~~595~~094
Note payable to Vision Opportunity Master Fund for repurchase of preferred stock, due July 31, 2015 with interest at 8%; payable in monthly installments of $40,000; unsecured; subject to default interest rate of 15% in the event of non-payment of the monthly installments or the final payment.		1,882,963			-
Note payable to Airdrie Partners I, LP for repurchase of preferred stock, due July 31, 2015 with interest at 8%; payable in monthly installments of $40,000; unsecured; subject to default interest rate of 15% in the event of non-payment of the monthly installments or the final payment.		1,709,914			1,797,839
Note payable to a bank with revolving draw feature; $600,000 maximum loan amount subject to borrowing base consisting of 80% of eligible accounts receivable; interest at the Wall Street Journal prime rate plus 2.25% (5.5% at September 30, 2014 and December 31, 2013); due December 2014, interest payable monthly; collateralized by all assets of PEC; subject to financial covenants including current ratio and leverage ratio for PEC; guaranteed by Juhl Energy.		465,000			330,000
Note payable to bank, due December 2018, with interest at 5.75%; payable in monthly installments of $1,354, and balloon payment of $123,000 at maturity collateralized by land and building, rights to payment under leases, and guaranteed by Juhl Energy.		153,524			155,398
Note payable to a bank with revolving draw feature; $500,000 maximum loan amount subject to borrowing base consisting of 80% of eligible accounts receivable; interest at the Wall Street Journal prime rate plus 2.25% (5.5% at September 30, 2014 and December 31, 2013); due January 2015, interest payable monthly; collateralized by all assets of JTS; subject to financial covenants including current ratio, debt service coverage, and leverage ratio for JTS; guaranteed by Juhl Energy. The Company has certain covenant violations as described below.		241,583			385,963
Note payable to bank, due December 2018, with interest at 4.75%; payable in monthly installments of $1,354, collateralized by restricted short-term investments.		57,590			64,155
Note payable to bank, due December 2018, with interest at 5.75%; payable in monthly installments of $1,354, and balloon payment of $123,000 at maturity collateralized by land and building, rights to payment under leases, and guaranteed by Juhl Energy.		157,174			162,000
Total Notes Payable		5,182,747			5,240,486
Note payable to bank, due December 2018, with interest at 4.75%; payable in monthly installments of $1,354, collateralized by restricted short-term investments.		70,625			87,671
Less current portion		(1,840,568	)		(1,994,067	)
Total Notes Payable		6,001,814			4,034,229
Long-term portion	$	3,342,179		$	3,246,419
Less current portion		(2,788,302	)		(910,612	)
Long-term portion	$	3,213,512		$	3,123,617

* Derived from the December 31, ~~2013~~2014 ~~audited~~Financial ~~financial statements~~Statements.

At December 31, 2013 and September 30, 2014, we were not in compliance with certain debt covenants with respect to the revolving note agreement for JTS and as such, the note is subject to a payoff demand by the lender. The non-compliance has no impact on the classification of the note as it is recorded as a current liability. The note is also subject to a parent guarantee. The Company obtained a four-month extension agreement with the bank in September 2014 which did not involve a waiver for any covenant violations as a part of the new agreement. There can be no assurance that debt covenant waivers or amendments would be obtained, if needed, or that the debt could be refinanced with other financial institutions on favorable terms. The Company is evaluating the extent to which this facility is needed in connection with its recent business decision to change how it operates in the tower maintenance sector. 12

JUHL ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

89. NONRECOURSE DEBT

Nonrecourse debt obligations consist of the following:

	September 30, 2014			December 31, 2013 *
	March 31, 2015			December 31, 2014 *
Note payable to bank, due January 2016, with interest at 5.5% at both September 30, 2014 and December 31, 2013; 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.	$	469,154		$	689,501
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.	$	317,278		$	393,717
Note payable to bank, due in April 2026, payable in semi-annual payments of principal and interest. Interest rate floats at 6-month LIBOR plus 325 basis points totaling approximately 3.60% at December 31, 2013 and through the date of refinancing, with 75% of the loan balance subject to an interest rate swap arrangement, which fixed this portion of the debt at approximately 6.96%; collateralized by all Valley View wind farm project assets; note was refinanced in March 2014.		-			9,177,788
Note payable to bank, due in September 2026, payable in quarterly payments of principal and interest of approximately $265,250. Approximately 85% of the loan balance currently carries a fixed rate of 5.39%. Approximately 15% of the loan balance carries a variable interest rate at 300 basis points over the one month LIBO rate (currently 3.15%) ; interest rates will increase by 25 basis points every three years ; collateralized by all Valley View wind farm project assets and subject to restrictive covenants.		9,174,881			9,465,703
Note payable to bank, due in September 2026, payable in quarterly payments of principal and interest of approximately $265,250. Approximately 85% of the loan balance currently carries a fixed rate of 5.39%. Approximately 15% of the loan balance carries a variable interest rate at 300 basis points over the one month LIBO rate (currently 3.15%) ; interest rates will increase by 25 basis points (.25%) every three years ; collateralized by all Valley View wind farm project assets and subject to restrictive covenants.		9,608,734			-
Note payable to bank, due in November 2021, payable in monthly payments of approximately $8,333; interest rate is 0%; collateralized by all assets associated with the Iowa wind farms and subject to restrictive covenants.		658,333			683,333
Note payable to bank, due in November 2021, payable in monthly payments of approximately $8,333; interest rate is 0%; collateralized by all assets associated with two wind farm entities located in Iowa and subject to restrictive covenants.		708,333			-
Note payable to bank, due in November 2021, payable in monthly payments of principal and interest of approximately $19,537, with a balloon payment obligation of approximately $614,000 at the due date; Interest rate floats at the New York prime lending rate plus 250 basis points (5.75% at March 31, 2015); interest rate will be fixed at a rate of 5.75% for the first four years, at which point the rate will be fixed at the NY prime lending rate plus 250 basis points, subject to a ceiling of 7.75% and a floor of 5.75%; collateralized by all assets associated with two wind farm entities located in Iowa and subject to restrictive covenants.		1,694,297			1,728,218
Note payable to bank, due in November 2021, payable in monthly payments of principal and interest of approximately $19,537, with a balloon payment obligation of approximately $614,000 at the due date; Interest rate floats at the New York prime lending rate plus 250 basis points (5.75% at September 30, 2014); interest rate will be fixed at a rate of 5.75% for the first four years, at which point the rate will be fixed at the NY prime lending rate plus 250 basis points, subject to a ceiling of 7.75% and a floor of 5.75%; collateralized by all assets associated with two wind farm entities located in Iowa and subject to restrictive covenants.		1,761,389			-
Total nonrecourse debt		11,844,789			12,270,971
Total nonrecourse debt		12,547,610			9,867,289
Less current portion		(1,152,434	)		(1,140,207	)
Less current portion		(1,121,584	)		(834,555	)
Long-term portion	$	10,692,355		$	11,130,764
Long-term portion	$	11,426,026		$	9,032,734

* Derived from the December 31, ~~2013~~2014 ~~audited~~Financial ~~financial statements~~Statements.

JUHL ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

Refinancing of nonrecourse debt

The nonrecourse debt of the Valley View wind farm was refinanced in March 2014 through a new bank in order to improve cash flow through interest savings over the term of the loan. The new facility provides for a loan of $9,750,000 together with letter of credit instruments to meet credit obligations under the power purchase contract and a debt service reserve. The cumulative weighted average interest rate of the loan is approximately 5.8%. The interest rate swap arrangement described in Note 9 was terminated as a part of the refinancing and settled for approximately $632,000 in March 2014.

9. DERIVATIVE FINANCIAL INSTRUMENT INTEREST RATE SWAP

The Company had an interest rate swap agreement to effectively convert borrowings under a long-term nonrecourse debt arrangement from a variable interest rate to a fixed interest rate of approximately 6.96% during its 15-year term. The interest rate swap arrangement was terminated in March 2014 with a payment for approximately $632,000 as a part of a refinancing of the related loan.

The fair value of the interest rate swap agreement obligation of $460,000 at December 31, 2013 was recorded as a current and long-term liability on the balance sheet.

The following table provides details regarding the losses from the Company's derivative instruments in the consolidated statements of operations, none of which are designated as effective hedging instruments:

			Nine months ended September 30,
Instrument	Statement of operations location	2014			2013
Interest rate swap	Other income (expense)	$	(74,673	)	$	491,225

10. STOCK-BASED COMPENSATION

The Company has an incentive compensation plan to provide stock options, stock issuances and other equity interests in the Company to employees, directors, consultants, independent contractors, and advisors of the Company and any other person who is determined by the Committee of the Board of Directors of the Company to have made (or expected to make) contributions to the Company. The maximum shares reserved under the plan is 4,500,000 shares. As of ~~September~~March 3031, ~~2014~~2015, the Company had 3,~~635~~660,000 shares available for award under the plan. The Company entered into an agreement with an outside vendor providing the vendor with 250,000 restricted stock shares and cash. The shares and expense will be issued and recognized during the second quarter of 2015.

~~Stock Options~~13

The following table summarizes information for options outstanding and exercisable at September 30, 2014:

	Weighted Average Exercise Price		Option Shares
Outstanding at December 31, 2013	$	1.60		1,910,000
Granted	$	0.38		50,000
Cancelled	$	1.59		(1,345,000	)
Outstanding at September 30, 2014	$	1.37		615,000
Options exercisable at September 30, 2014	$	1.51		515,000

Issuance of restricted stock

In February 2014, we issued an aggregate of 250,000 restricted shares of common stock to a consultant which vest over a 15-month period and are subject to lock-up restrictions. The stock was awarded pursuant to a Restricted Stock Award Agreement under the incentive compensation plan.

JUHL ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

Stock Options

The following table summarizes information for options outstanding and exercisable at March 31, 2015.

	Weighted Average Exercise Price		Option Shares
Outstanding at December 31, 2014	$	1.41		590,000
Granted	$	-		-
Exercised				-
Expired				-
Forfeited or canceled	$	-		-
Outstanding at March 31, 2015	$	1.41		590,000

Options exercisable at March 31, 2015	$	1.51		515,000

Stock warrants

InThe ~~February,~~following ~~March~~table ~~and~~summarizes ~~April~~information ~~2014,~~for ~~the Company issued stock~~ warrants tooutstanding ~~purchase an aggregate of 5,720,000 shares of common stock to directors, officers~~ and ~~service~~vested ~~providers~~ at anMarch exercise prices ranging from $0.21 to $.40 per share (the closing price of the stock as of the date of issuance) and expire ten years from the grant date. The warrants were issued pursuant to Warrant Agreements that are outside of the incentive compensation plan The warrants vest over 17 to 20 months. The fair value of each warrant is estimated on the date of issuance using the Black-Scholes option-pricing model. For warrants issued in 201431, ~~the~~2015: following Black-Scholes option-pricing model assumptions were used, underlying price of $0.21-$0.40, dividend yield of 0%, expected volatility of 117%, risk-free interest rate of 1.75%, and average expected life of 5.75 years.

In August 2014, the Company issued stock warrants to purchase an aggregate of 537,500 shares of common stock to the underwriter of a public offering at an exercise price of $0.23 per share and expires five years from the grant date. The fair value of each warrant is estimated on the date of issuance using the Black-Scholes option-pricing model. For warrants issued in 2014, the following Black-Scholes option-pricing model assumptions were used, underlying price of $0.23, dividend yield of 0%, expected volatility of 117%, risk-free interest rate of 2.49%, and average expected life of five years. Based on the pricing model, the Company estimates the warrants have a fair value of approximately $101,000.

Issue Date	Number of Warrants		Expiration Date	Exercise Price Per Share		Warrants Vested
September 2012		50,000	December 2015	$	0.50		50,000
February 2014		3,500,000	February 2024	$	0.21		2,187,500
March 2014		2,020,000	March 2024	$	0.35		1,262,500
April 2014		200,000	April 2024	$	0.40		100,000
August 2014		537,500	July 2019	$	0.23		537,500
Total		6,307,500					4,137,500

The following table summarizes information for warrants outstanding and vested at September 30, 2014:

Issue Date	Number of Warrants		Expiration Date	Exercise Price Per Share		Warrants Vested
December 2009		100,000	December 2014		$1.25		100,000
September 2012		50,000	December 2015		$0.50		50,000
February 2014		3,500,000	February 2024		$0.21		1,312,500
March 2014		2,020,000	March 2024		$0.35		757,500
April 2014		200,000	April 2024		$0.40		130,000
August 2014		537,500	July 2019		$0.23		537,500
Total		6,407,500					2,887,500

Stock compensation expense

For the three months ~~and nine months~~ ended ~~September~~March 3031, ~~2014~~2015, the Company recognized approximately $~~157~~155,000 ~~and $458,000, respectively,~~ of stock compensation expense including approximately $~~267~~138,000 for warrants issued to directors, officers and service providers, and approximately $17,000 for stock options and restricted stock. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2013~~2014, the ~~Company~~company recognized ~~stock compensation expense of~~ approximately $11145,000 ~~and~~in ~~$33,000,~~stock ~~respectively~~compensation expense. As of ~~September~~March 3031, ~~2014~~2015, there was approximately $~~747~~432,000 total unrecognized stock compensation expense ~~cost~~. This cost is expected to be recognized over a weighted-average period of approximately ~~1.2~~one ~~years~~year.

11. BUSINESS ~~COMMON STOCK EQUITY OFFERING~~SEGMENTS

OnThe ~~August 7, 2014, the~~ Company’s ~~received~~reportable ~~gross~~business ~~cash~~segments ~~proceeds~~are oforganized ~~approximately~~based ~~$2,150,000~~on ~~before~~the ~~costs~~nature of ~~raising~~markets ~~capital~~and ~~pursuant~~customers toand anhow ~~underwritten~~we ~~public~~manage ~~offering~~and ~~for~~view ~~10,750,000 shares of common stock. The lead underwriter received a stock warrant for 537,500 shares of common stock exercisable at any time at~~ the ~~option of the Underwriter over five years at a strike price of $0~~business.23 ~~per share, with a fair value of approximately $101,000. Offering expenses of approximately $515,000 have been recorded as a reduction to additional paid-in capital.~~ The ~~net cash proceeds of the offering, approximately $1,635,000 will be primarily used by the~~ Company ~~for~~groups ~~working~~its ~~capital~~operations ~~and~~into ~~general~~three ~~corporate~~business ~~purposes. No additional accelerated principal payments other than a $100,000 payment as agreed with the Vision Opportunity Fund will be made.~~segments:

17Renewable Energy Development Wind, solar and cogeneration energy development, construction and related products and services. Renewable Power Plant Ownership Ownership and operations of consolidated wind farms or other clean energy investments. Energy and Field Services Business-to-business engineering consulting services, asset management, and turbine maintenance services.

Segment reporting is intended to give financial statement users a better view of how the Company manages and evaluates its businesses. The accounting policies for each segment are the same as those described in the summary of significant accounting policies. Segment income or loss does not include any allocation of shared-service costs. Segment assets are those that are directly used in or identified with segment operations, including cash, accounts receivable, prepaid expenses, inventory, work-in-progress, property and equipment and escrow deposits. Unallocated assets include corporate cash and cash equivalents, short-term investments, deferred tax amounts and other corporate assets. Inter-segment balances and transactions have been eliminated. Assets of discontinued operations have been combined with corporate/other.

JUHL ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

12Segment profit excludes results reported as discontinued operations and accounting changes. ~~BUSINESS~~Segment ~~SEGMENTS~~profit also excludes the portion of earnings or loss attributable to noncontrolling interests of consolidated subsidiaries, and as such only includes the portion of earnings or loss attributable to our share of the consolidated earnings or loss of consolidated subsidiaries. The segment information presented below recasts 2014 information to remove the effect of discontinued operations of the tower services revenue and expenses.

~~For~~The ~~the~~following ~~year~~tables ~~ended~~summarize ~~December~~financial ~~31,~~information ~~2013,~~by ~~the~~segment ~~Company’s reportable segments were changed to better fit how we manage~~ and ~~view~~provide the business given changes that we have made to our internal management structure, increased efforts in the solar industry and the addition of tower maintenance services. In particular, the Company acquired an engineering services firm in 2012 and expanded into tower maintenance services in 2013. In February 2014, the Company acquired the assets of a ~~seller~~reconciliation of ~~photovoltaic~~segment ~~products~~contribution ~~and solar systems. These changes~~ to the Company resulted in changes in how management views and manages the business segments. The engineering consulting and towers maintenance services lines, along with the management and turbine maintenance services the Company provides, have similar operating models in how employees are managed and utilized. Similarly, the solar services acquisition aligns with the work the Company does in developing and constructing wind projects. Under the new reportable segment structure we will continue to segment the ownership of renewable power plant ownership. The segment information presented below conforms 2013 information to the new 2014 presentation.income:

The Company groups its operations into three business segments:

	For the Three Months Ended
	March 31,
	2015			2014
Revenue:
Renewable energy development	$	694,616		$	519,787
Renewable power plant ownership		989,356			827,560
Energy & field services		1,864,601			1,899,167
Eliminations		(126,244	)		(117,857	)
Total Revenue	$	3,422,329		$	3,128,657


Income (loss) from operations:
Renewable energy development	$	(35,060	)	$	(33,322	)
Renewable power plant ownership		252,000			255,365
Energy & field services		288,705			160,200
Corporate and other		(849,065	)		(901,807	)
Income (loss) from operations		(343,420	)		(519,564	)
Other income (loss), net		(218,303	)		(274,249	)
Income (loss) before income taxes from continuing operations	$	(561,723	)	$	(793,813	)

Renewable Energy Development Wind, solar and cogeneration energy development, construction and related products and services. Renewable Power Plant Ownership Ownership and operations of consolidated wind farms or other clean energy investments. Energy and Field Services Business-to-business engineering consulting services, asset management, and turbine and tower maintenance services.

	As of		As of
	March 31,		March 31,
	2015		2014
Total Assets:
Renewable energy development	$	1,274,891	$	1,158,148
Renewable power plant ownership		26,332,255		25,436,349
Energy & field services		2,356,653		2,651,850
Corporate and other		775,055		927,225
Total assets	$	30,738,854	$	30,173,572

JUHL ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

~~The~~12. BUSINESS ~~following~~ACQUISITIONS ~~tables summarize financial information by segment and provide a reconciliation of segment contribution to operating income:~~

	For the Nine Months Ended
	September 30,
	2014			2013
Revenue:
Renewable energy development	$	1,225,071		$	112,695
Renewable power plant ownership		2,359,473			2,054,018
Energy & telecommunications services		7,098,397			6,827,279
Eliminations		(354,304	)		(323,007	)
Total Revenue	$	10,328,637		$	8,670,985
Income (loss) from operations:
Renewable energy development	$	(412,922	)	$	(620,857	)
Renewable power plant ownership		427,858			356,277
Energy & telecommunications services		(891,961	)		(582,393	)
Corporate and other		(2,549,058	)		(1,721,161	)
Eliminations					-
Income (loss) from operations		(3,426,083	)		(2,568,134	)
Other income (loss), net		(731,156	)		(130,492	)
Income (loss) before income taxes	$	(4,157,239	)	$	(2,698,626	)

Iowa Wind Farms

	As of		As of
	September 30,		September 30,
	2014		2013
Total Assets:
Renewable energy development	$	526,813	$	955,102
Renewable power plant ownership		29,046,555		25,873,131
Energy & telecommunications services		3,484,108		3,532,438
Corporate and other		516,612		807,631
Total assets	$	33,574,088	$	31,168,303

Pro forma information:

The following unaudited pro forma summary presents consolidated information of Juhl Energy, Inc. as if the business combination had occurred on January 1, 2014:

	Three months ended March 31
	2015			2014
Net revenue	$	3,422,000		$	3,334,000
Net income (loss) before taxes	$	(545,000	)	$	(1,238,000	)

Juhl Energy, Inc. did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. Costs of acquiring the Iowa Wind Farms is not considered material for purposes of the pro forma adjustments.

These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of the Iowa wind farms to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment, and intangible assets had been applied from January 1, 2014, with the consequential tax effects.

13. LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. While the ultimate outcome of these matters is not presently determinable, it is in the opinion of management that the resolution of outstanding claims will not have a material adverse effect on the financial position or results of operations of the Company. Due to the uncertainties in the settlement process, it is at least reasonably possible that management’s view of outcomes will change in the near term.

The Winona project is the subject of a lawsuit initiated in the U. S. District Court for the District of Minnesota in December 2013 by Unison Co., Ltd. against the Company, Juhl Energy Development, a Company subsidiary, the wind project ownership entities, members of management, and others. The Unison action arises out of the purchase of the wind turbine generators from Unison and purports to state causes of action for (i) fraudulent inducement, (ii) breach of the Financing Agreement with Unison: (iii) breach of the implied covenant of good faith and fair dealing; (iv) tortious interference with contractual relationship; and (v) unjust enrichment. The Company disputes the allegations and is vigorously defending the action. The Company has recorded the original turbine supply purchase obligation in its consolidated financial statements together with accrued interest thereon, and carries the amount in the current and long term liability sections under the original understanding with Unison that the turbine supplier would be paid out of project cash flows in the event that the project was unable to obtain financing. The project has been unable to successfully obtain debt financing or obtain any further equity proceeds as a result of limited operating history of this wind turbine model in the U.S. market, inconsistent operating performance and poor financial performance of the project. Although the Company believes it will prevail in the Unison action, an outcome of the Unison action could be divesting ownership of the project. The Company, together with all of the defendants, have filed a counterclaim in arbitration in accordance with the underlying transaction documents for breach of turbine warranty and other claims.

1914. COMMITMENT AND CONTINGENCIES

Guarantees

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 outside the control of the Company 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 the Company 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 Preferred 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) estimated future distributions to be made to Purchaser net of (ii) estimated future income allocations for which no distributions are projected to be made. 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. The put right is only exercisable after January 1, 2017.

●

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.

JUHL ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

1415. DISCONTINUED ~~PREFERRED STOCK~~OPERATIONS

~~Preferred~~Discontinued ~~stock~~operations ~~transactions~~is comprised of the operations of Juhl Tower Services, a company that performed cellular communication tower maintenance services until late 2014. The associated results of operations, financial position and cash flows are separately reported as discontinued operations for all periods presented.

~~Effective~~Services ~~February~~were ~~18,~~generally ~~2014,~~performed ~~the~~under ~~Company~~master ~~entered~~or ~~into~~other aservices ~~Securities~~agreements ~~Purchase~~and ~~Agreement~~were ~~with~~billed ~~the~~on ~~primary~~a ~~Series~~contractually Aagreed ~~Preferred~~price ~~stockholder~~per ~~whereby~~unit ~~the~~on ~~Company~~a ~~agreed~~work toorder ~~purchase~~basis. ~~10,398,750~~Revenue ~~shares~~from ofthese ~~Preferred~~services ~~Stock~~were ofrecorded using the ~~Company~~completed ~~held~~contract bymethod ~~such stockholder (consisting~~ of ~~4,560,000~~accounting ~~shares~~in ofaccordance ~~Series~~with AAccounting ~~Preferred~~Standards ~~Stock~~Codification, ~~and~~or 5ASC,~~838~~ 605,~~750~~ ~~shares~~Revenue ofRecognition ~~Series~~because Bthe ~~Preferred~~duration ~~Stock) for a total purchase price~~ of ~~approximately~~service ~~$2,184,000.~~orders ~~The~~is ~~Company~~short ~~agreed to pay the purchase price~~ in ~~the~~nature ~~following manner:~~ (i)typically ~~pay~~two aweeks ~~non-refundable~~or ~~$40,000~~less). ~~deposit~~Under ~~on date of execution of~~ the ~~Purchase~~completed ~~Agreement;~~contract ~~(ii) pay a non-refundable payment of $40~~method,~~000~~ onrevenues ~~or before March 15, 2014;~~ and ~~(iii)~~costs ~~issue~~related ~~Seller~~to anthe ~~amortizing~~projects ~~promissory~~were ~~note~~recognized ononly ~~April~~upon 1,completion ~~2014, with a principal sum~~ of ~~approximately $2,104,000 for~~ the ~~remaining~~services ~~balance~~at ofa ~~the~~project ~~Purchase~~site. ~~Price~~Accordingly, ~~with~~during anthe ~~interest~~period ~~rate~~ of ~~8% and a maturity date of May 1~~performance, ~~2015.~~costs ~~The Purchase Price was satisfied and the conditions~~ were ~~met,~~accumulated ~~and~~on the ~~transaction~~balance ~~closed~~sheet onunder ~~April~~work 1,in ~~2014. The note~~progress, asbut ~~amended,~~no ~~will~~revenue beor ~~repaid~~income ~~via~~was ~~minimum~~recorded ~~cash~~before ~~payments~~completion of ~~$40,000 per month, with~~ the ~~remaining principal due in July 2015~~work. ~~The note was amended to extend the maturity date to July 31, 2015 and an accelerated one-time payment of $100,000 in August 2014.~~

On October 31, 2014, Vision sold all of its outstanding Juhl Energy securities to Airdrie Partners I, LP (“Airdrie Partners”) and assigned the Note, as amended, to Airdrie Partners. On that date, we entered into a second amendment agreement to the Note with Airdrie Partners changing the name of the holder from Vision to Airdrie Partners and addressing other administrative matters. All other terms of the Note, as amended, remain the same.

	2015		2014
Operations
Revenue	$	-	$	87,000

Income (loss) from discontinued operations before income taxes		17,156		(517,000	)
Benefit (provision) for income taxes		-		-
Income (loss) from discontinued operations, net of taxes	$	17,156	$	(517,000	)

AsAssets ~~part~~and ofliabilities ~~the Securities Purchase Agreement, the stockholder agreed to the following: (i) waiver~~ of ~~dividends~~discontinued ~~due~~operations onare ~~its~~reflected ~~Series~~in Aseparate ~~Preferred~~classifications ~~due on April 1, 2014 on the closing date~~ of ~~the~~current ~~Purchase Agreement~~assets, ~~(ii)~~non-current ~~issuance~~assets ofand acurrent ~~proxy~~liabilities. toAssets ~~Company~~are tovalued ~~vote~~based on ~~matters~~estimated ~~submitted~~realizable tovalues. ~~holders~~Liabilities ofare ~~the~~reflected ~~Company’s~~based ~~Series~~on Aamounts ~~Preferred~~at ~~and~~which ~~Series B Preferred Stock until April 1, 2014, and (iii) entry into a lock up agreement to restrict~~ the ~~sale~~underlying ofobligations ~~its~~will ~~holdings~~be ~~of common stock of the Company during the periods provided therein~~settled.

The primary Series A Preferred stockholder also agreed to reduce its dividend payable on January 1, 2014 by 50% and accepted a promissory note bearing interest at 8% for the remaining half of the dividend, or $46,613, payable in cash in May 2015.

	March 31, 2015			December 31, 2014 *
Assets:
Current	$	23,000		$	98,000
Noncurrent		35,000			51,000
Liabilities:
Current		(147,000	)		(264,000	)

Net Assets (deficit)	$	(89,000	)	$	(115,000	)

On* ~~February~~Derived ~~20,~~from ~~2014, we entered into a Conversion Agreement with Daybreak Special Situations Master Fund, LTD., (“Daybreak”),~~ the ~~other~~December ~~holder of our Series A Preferred Stock with Vision~~31, ~~whereby~~2014 ~~Daybreak converted its 260,000 shares of Series A Preferred Stock of the Company into 260,000 shares of common stock of the Company~~Financial Statements. In consideration for such conversion, the Company delivered the following to Daybreak: $10,000 along with a put option for 60,000 shares of common stock of the Company, in which Daybreak has the right to require the Company to purchase such shares at $.25 during the 90 day period following the closing of the transaction. Daybreak exercised its put right and accordingly the Company purchased such shares in June 2014.

~~Subsidiary~~Liabilities ~~preferred~~include ~~stock~~the ~~offering~~following bank line of credit obligation:

~~During~~Notes the first quarter of 2014, our subsidiary, Juhl Renewable Assets, commenced a new private sale of its Series A Preferred Stock with the intention of raising net proceeds up to approximately $3,000,000 for the acquisition of specific assets of comparable value, and for other purposes. The preferred stock provides for a 9% annual dividend to its holders, payable ~~quarterly. As~~consists of ~~September 30, 2014,~~ the Company raised net proceeds of approximately $2,391,000 and raised additional net proceeds of $761,000 in October 2014. Accretion charge was approximately $102,000 on the funds raised during the three months ended September 30, 2014. The Company has utilized the proceeds raised to-date in this private placement primarily to provide funding assistance for the acquisition of wind farm assets located in Iowa (see Note 15) and to replenish previous advances made by the Company in acquiring its existing ownership interests in wind farms. In addition, one holder of redeemable preferred membership interests in the Valley View wind farm has exercised its put option (for approximately $518,000) in October 2013 and the Company was required to redeem such interests by June 1, 2014. The Company anticipates the redemption payment of approximately $518,000 will be made by the subsidiary by the end of January 2015. Since the Company is currently in default in the redemption of the redeemable membership interests in Valley View, the holder of the preferred membership interests has rights and remedies available to it at law or in equity including, but not limited to, the right to provide written demand to the Manager to sell assets of the limited liability company to which the preferred stock was issued. The 12% dividend payments on the redeemable preferred stock in Valley View have been kept current.following:

		March 31, 2015		December 31, 2014 *
Note payable to a bank with revolving draw feature; $500,000 maximum loan amount subject to borrowing base consisting of 80% of eligible accounts receivable; interest at the Wall Street Journal prime rate plus 2.25% (5.5% at March 31, 2015 and December 31, 2014); due April 2015, interest payable monthly; collateralized by all assets of JTS; subject to financial covenants including current ratio, debt service coverage, and leverage ratio for JTS; guaranteed by Juhl Energy. The Company has certain covenant violations as described below.		96,583		131,583

Total Notes Payable	$	96,583	$	131,583

~~JUHL~~* ~~ENERGY~~Derived from the December 341, ~~INC~~2014 Financial Satements.

~~NOTES~~At TOMarch ~~UNAUDITED~~31, ~~CONDENSED~~2015 ~~CONSOLIDATED~~and ~~FINANCIAL~~as ~~STATEMENTS~~of the date of these condensed consolidated financial statements, we were not in compliance with certain debt covenants with respect to the bank note and as such, the note is subject to a payoff demand by the lender. The non-compliance has no impact on the classification of the note as it is recorded as a current liability. The note is also subject to a parent guarantee. The Company expects to either retire the note with payment in full or reach another agreement with the bank using re-negotiated payment terms. There can be no assurance that any debt covenant waivers or amendments will be obtained, or that the debt could be refinanced with other financial institutions on favorable terms.

~~SEPTEMBER 30, 2014~~17

15. ACQUISITIONS

Iowa Wind Farms

In August 2014, the Company closed on the purchase of 100% of the membership interests of limited liability companies comprising 3.2 MW of wind energy facilities in Iowa (the “Iowa wind farms”). The total consideration was approximately $4,379,000. The primary sources of payment of the acquisition price were approximately $1,879,000 in cash ($1,805,000 net of cash acquired) along with a new $2,500,000 bank note that is recourse only to the underlying wind farm assets. The cash consideration was provided out of proceeds raised by Juhl Renewable Assets. The bank note carries a weighted average interest rate of approximately 4.1% and will be amortized over approximately seven years at which time there will be a balloon payment on any remaining amounts owed. The purchase of the wind facilities includes a power purchase agreement with a regulated utility that expires in November 2021.

The acquisition is being accounted for under the acquisition method and, accordingly, the operating results for the Iowa wind farms have been included in these condensed consolidated statements from the date of acquisition. The assets and liabilities of Iowa wind farms were recorded at their respective estimated fair values as of the date of the acquisition using generally accepted accounting principles for business combinations. The Company used a combination of the market and cost approaches that included unobservable level three inputs to estimate the fair values of the Iowa wind farms assets acquired and liabilities assumed.

The following table summarizes the purchase price allocation using estimated fair values of Iowa wind farm’s assets acquired:

Cash	$	74,000
Accounts receivable		145,000
Other current assets		4,000
Property and equipment		3,981,000
Cash reserves for loan and contractual commitments		175,000
Total assets acquired	$	4,379,000

PVPower

The net assets acquired from PVPower, Inc. of less than $100,000 have been incorporated into our subsidiary, JRES, as of the acquisition date in February 2014. The 431,539 of shares of common stock issued to PVPower in the acquisition as shown in the statement of changes in stockholders’ equity includes the effect of retiring the 168,461 shares of common stock that the Company received as its portion of the share consideration resulting from its previous ownership interest in PVPower.

JUHL ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

Proforma information:

The acquired Iowa wind farms contributed revenues of approximately $80,000 and earnings of approximately $26,000 to Juhl Energy, Inc. for the period from August 11, 2014 to September 30, 2014. The following unaudited pro forma summary presents consolidated information of Juhl Energy, Inc. as if the business combination had occurred on January 1, 2013:

	Three months ended September 30,
	2014			2013
Net revenue	$	3,669,000		$	3,305,000
Net income (loss) before taxes	$	(1,396,000	)	$	(1,307,000	)

	Nine months ended September 30,
	2014			2013
Net revenue	$	10,941,000		$	9,278,000
Net income (loss) before taxes	$	(3,861,000	)	$	(2,529,000	)

Juhl Energy, Inc. did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. Costs of acquiring the Iowa wind farms is not considered material for purposes of the proforma adjustments.

These pro forma amounts have been calculated after applying Juhl’s accounting policies and adjusting the results of the Iowa wind farms to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment, and intangible assets had been applied from January 1, 2013, with the consequential tax effects.

16. COMMITMENTS AND CONTINGENCIES

Effective July 1, 2014, the company entered into a six-year lease commitment in the Chicago area requiring lease payments of approximately $80,000 per year with additional payments related to a pro-rata share of the landlord’s operating expense and property taxes.

The Company has an obligation to issue 500,000 shares of unregistered common stock pursuant to the earn-out provisions of our acquisition agreement with the former owners of Power Engineers Collaborative. Such issuance is expected in January 2015.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our condensed 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.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This report contains “forward-looking statements”, which represent our projections, estimates, expectations or beliefs concerning among other things, financial items that relate to management’s future plans or objectives or to our future economic and financial performance. All statements, other than statements of historical facts, included in this report regarding our expectations, objectives, assumptions, strategy, future operations, financial position, estimated revenue or losses, projected costs, prospects and plans and objectives of management are forward-looking statements. When used in this report, the words “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan” and similar expressions, or their opposites, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Our actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of a number of factors that may tend to influence the accuracy of the statements, including those set forth in this report. Important factors that may cause actual results to differ from projections include, but are not limited to, for example: adverse economic conditions, inability to raise sufficient additional capital to operate our business, delays, cancellations or cost overruns involving the development or construction of our wind farms, the vulnerability of our wind farms or tower services to adverse meteorological and atmospheric conditions, unexpected costs, lower than expected sales and revenues, and operating defects, adverse results of any legal proceedings, the volatility of our operating results and financial condition, inability to attract or retain qualified senior management personnel, expiration of certain governmental tax and economic incentives, and other specific risks that may be referred to in this report. It is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement. These forward-looking statements should not be regarded as a representation by the Company or any other person that the events or plans of the Company will be achieved. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved.

All forward-looking statements speak only as of the date of this report. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Information regarding market and industry statistics contained in this report is included based on information available to us that we believe is accurate. It is generally based on academic and other publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services.

2318

DEFINITIONS

DEFINITIONS

“We,” “Our,” “us” and similar expressions refer to the Company and its subsidiaries as the context requires:

Juhl Energy or the Company	Juhl Energy, Inc., a Delaware corporation (formerly known as Juhl Wind, Inc. name change effective January 2, 2013) and MH & SC Incorporated (change effective June 20, 2008)

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 Juhl 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 Energy (formerly known as 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
Juhl Renewable Energy Systems	Juhl Renewable Energy Systems, Inc.,
	a Delaware corporation, our wholly-owned subsidiary formed on February 2, 2012
Juhl Tower Services	Juhl Tower Services, Inc.,
	a Delaware corporation, a wholly-owned subsidiary of Juhl Energy Services formed on February 8, 2013, which we have discontinued operations, and dissolved the entity on February 6, 2015
Valley View	Valley View Transmission, LLC,
	a Minnesota limited liability company, of which Juhl Renewable Assets, Inc. indirectly holds a 32.6% interest
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 Energy Development, Inc. and which owns 100% of Winona County Wind, LLC (“Winona County”), the operator of the wind farm;
PEC or Power Engineers Collaborative	Power Engineers Collaborative, LLC,
	an Illinois limited liability company, which we acquired on April 30, 2012 and which is now our wholly-owned subsidiary
Iowa Wind Farms	5045 Wind Partners, LLC,
	an Iowa limited liability company acquired on August 11, 2014 of which Juhl Renewable Assets, Inc. directly holds a 100% interest, which owns two Iowa wind projects comprised of two 1.6 MW wind turbines in the Central Iowa region

“We,” “Our,” “us” and similar expressions refer to the Company and its subsidiaries as the context requires:
Juhl Energy or the Company	Juhl Energy, Inc., a Delaware corporation (formerly known as Juhl Wind, Inc. name change effective January 2, 2013) and MH & SC Incorporated (change effective June 20, 2008)
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 Energy (formerly known as 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
Juhl Renewable Energy Systems	Juhl Renewable Energy Systems, Inc., a Delaware corporation, our wholly-owned subsidiary formed on February 2, 2012
Juhl Tower Services	Juhl Tower Services, Inc. a Delaware corporation, a wholly-owned subsidiary of Juhl Energy Services formed on February 8, 2013
Valley View	Valley View Transmission, LLC, a Minnesota limited liability company, of which Juhl Renewable Assets, Inc. indirectly holds a 32.6% interest
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 Energy Development, Inc. and which owns 100% of Winona County Wind, LLC (“Winona County”), the operator of the wind farm;
PEC	Power Engineers Collaborative, LLC, an Illinois limited liability company, which we acquired on April 30, 2012 and which is now our wholly-owned subsidiary
Iowa Wind Farms	5045 Wind Partners, LLC an Iowa limited liability company acquired on August 11, 2014 of which Juhl Renewable Assets, Inc. directly holds a 100% interest, which owns two Iowa wind projects comprised of two 1.6 MW wind turbines in the Central Iowa region

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 American Recovery and Reinvestment Act
REC	Renewable energy certificate or other renewable energy attribute, as the context requires

2520

BUSINESS OVERVIEW

Overview

Juhl Energy is an established leader in the clean and renewable-energy industry and provides a full range of clean energy solutions with a focus on wind, solar, biomass and natural gas systems. Juhl Energy historically focused on community wind power development, management and ownership, throughout the United States. We are one of the few companies other than utility based conglomerates that 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. The primary focus of our wind power development business has been to build 5 MW to 80 MW wind farms 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 2324 wind farm projects, accounting for approximately ~~240~~260 MW of wind power that currently operate in the Midwest region of the United States (which are over approximately $510 million in value), and we provide operation management and oversight to wind generation facilities generating approximately 88 MW, through our subsidiary, Juhl Energy Services. Currently, we have 1921 projects in various stages of development with an aggregate wind power generating capacity of approximately ~~200~~445 MW (4 of which we are actively developing with an aggregate wind power generating capacity of approximately 84176 MW and 1517 of which are mid to early stage wind development opportunities, which includes projects undergoing feasibility analysis, with an aggregate wind power generating capacity of approximately ~~136~~269 MW). The 1921 wind farm projects, all of which are onshore type projects, are located in the United States and make up our development pipeline.

Juhl Energy’s diversification strategy focuses upon the delivery of sustainable revenue growth outside of wind farm development and construction fee revenue. As such, the acquisition of additional energy assets remains a meaningful part ofor our focus on the growth of our revenue and net income.

We are expanding the scope of our business to include other alternative energy sources in addition to wind. Two illustrations of the Company’s broadening base of our services include (1) our acquisition of PEC to provide engineering services in the renewable energy field and (2) the expansion of Juhl Renewable Energy Systems to encompass small scale renewables in solar and small wind turbines to provide offerings to additional end customers. While we continue to leverage our experience as leaders in the wind energy industry, we will look for opportunities for expansion in the broader arena of alternative energy.

~~For~~As ~~example,~~we experience growth in ~~July~~small-scale ~~2014~~solar through our acquisition of PV Power, the Company announced in July 2014 that Juhl Renewable Energy Systems was named as lead contractor for all rooftop installations completed through the “Solar Chicago Program”. The “Solar Chicago Program” provides affordable and efficient renewable energy solutions for its residential property owners throughout the Chicago metro area. Juhl Renewable Energy Systems has completed approximately eleven projects as of March 2015 and expects to complete up to 30 more projects in the first half of 2015, using the assistance of two qualified subcontractors. Further, PEC, our engineering subsidiary, will support the Company’s project management efforts including energy modeling, and the design and installation of the solar projects. In addition to the PVPower Platform and the design and installation of rooftop solar in Chicago, Juhl Renewable Energy Systems offers small wind and solar products for onsite energy generation and battery backup, such as SolarBank®, and is exploring additional battery storage partnerships, and intend to pioneer new wind/solar/storage hybrid renewable systems. Juhl Renewable Energy Systems has approximately 150 kw of projects with a contract value of approximately $700,000, including the Solar Chicago program and other projects in Minnesota, excluding other outstanding sales proposals under consideration by potential customers.

~~Further~~Overall, Juhl Energy’s diverse business strategy has allowed us to remain well-positioned for future growth despite the uncertainty surrounding federal policy with respect to tax incentives which have impacted businesses operating in the wind industry. Our business and operating strategy, among other things, is to continue to develop into an innovative, diverse and balanced clean energy company. We will work to leverage our portfolio of existing community wind power projects, develop new wind farm projects, including at industrial plants to help reduce the carbon footprint of manufacturers, and take equity ownership positions in existing community-based wind farms. Further, we are continuing to diversify our business operations by expanding our product offerings to energy conscious consumers with the development of our small scale renewables, including wind turbines and solar products, and expanding our services offerings to provide engineering services for our clients. More recently, we expanded our maintenance services capabilities to include cellular towers but due to lack of profitability weand ~~have~~inability ~~begun~~ to ~~wind~~generate ~~down~~positive cash flows, we discontinued operations in the fourth quarter of 2014, and such entity is now dissolved as of February 2015.

In August 2014, we added to our portfolio of wind farms through Juhl Renewable Assets’ purchase of the 100% membership interest in 5045 Wind Partners, LLC, which owns two Iowa wind projects comprised of two 1.6 MW wind turbines in the central Iowa region. 21

WeOne ~~believe~~of ~~that~~our ~~the~~strategies ~~expansion~~for ~~into~~growth ~~engineering~~is ~~consulting~~to ~~services~~acquire ~~with~~complementary, ~~the~~higher-margin ~~acquisition~~industry ofservice ~~PEC~~providers. Notably, in 2012, we acquired Power Engineers Collaborative, LLC (“PEC”), which is an engineering services company. We believe that the expansion into engineering consulting services has significantly increased our ability to grow our revenues beyond development and construction of community wind projects into the full range of clean energy projects including natural gas, biomass, waste-to-energy, medium-to-large on-site solar, and support to larger wind farm construction. We have experienced growth in revenues for PEC and expect this to continue, complimented by our experience in wind farm development and construction. As our engineering arm, PEC participates as the owner's engineer throughout the development and execution of projects utilizing biomass, waste products, and other renewable sources including both wind and solar.

26With regard to our entry into expansion of maintenance services to cellular towers to the U.S. telecommunication industry in the first quarter of 2013 through Juhl Tower Services, a wholly-owned subsidiary of Juhl Energy Services, we did not meet profitability or revenue expectations. Therefore, we discontinued operations in the fourth quarter of 2014, and such entity is now dissolved as of February 2015.

With regard to our entry into expansion of maintenance services to cellular towers to the U.S. telecommunication industry in the first quarter of 2013 through Juhl Tower Services, a wholly-owned subsidiary of Juhl Energy Services, we have not met profitability and revenue growth expectations. Therefore, we have begun to significantly wind down the operations of Juhl Tower Services in the fourth quarter of 2014. We are considering other approaches such as joint venture arrangements that would allow us to apply our existing installation and maintenance service competencies to tower project work such as solar, battery backup or short cycle service work. In the event that we are unable to solidify a profitable joint venture arrangement or attract project opportunities that would provide a high probability of ongoing revenue, cash flow and profitability, we would likely cease all operations of cell tower services work and focus our service business growth on renewable power systems.

How We Operate

The Company's business segments are separate business units that offer different products. A review of our business segments provides a better understanding of the how the Company manages and evaluates its businesses. The Company groups its operations into three business segments:

Renewable Energy Development Wind, solar and cogeneration energy development, construction and related products and services. Renewable Power Plant Ownership Ownership and operations of consolidated wind farms or other clean energy investments. Energy &and Field Services Business-to-business engineering consulting services, asset management, and turbine ~~and tower~~ maintenance services.

The accounting policies for each segment are the same as those described in the summary of significant accounting policies (as set forth in the notes to the condensed consolidated financial statements). Segment income or loss does not include any allocation of shared-service costs. Segment assets are those that are directly used in or identified with segment operations, including cash, accounts receivable, prepaid expenses, inventory, work-in-progress, property and equipment and escrow deposits. Unallocated assets include corporate cash ~~and cash equivalents~~, short-term investments, deferred tax amounts and other corporate assets. Inter-segment balances and transactions have been eliminated.

Our wind farm development projects most commonly involve fee contracts with entities specially formed by local farmers or business owners upon whose land the wind turbines are installed. Revenue is also derived from our services we provide throughout the development process. Revenue is derived primarily from the following four major components: feasibility studies, development fees, operations and management oversight and construction contract revenue.

We hold contract rights, are involved with projects in development and under negotiation, and provide development activities in the wind power industry. After wind farms are operational, we seek administrative services agreements to provide for management and administrative services to operating wind farms, along with turbine and balance of plant maintenance services. Our current assets include four development services agreements, ownership of two project entities that carry power purchase contracts, twelve projects in early development stages, and three agreements to conduct wind power feasibility studies.

The renewable power plant ownership segment of our business primarily includes the sales of electricity generated from wind energy facilities with long-term, take-or-pay power purchase contracts with a utility purchaser. The electricity sales are typically billed on a monthly basis to the utility. The wind farms’ operational expenses generally include turbine and balance of plant maintenance fees, equipment repairs, land lease payments, administrative expenses, and debt service costs.

Due to the anticipated increased demand for electricity from alternative energy sources in ~~2014~~2015 and beyond, we believe the demand for wind energy developments and consumer-owned renewable energy products will be stable or will increase in the foreseeable future ~~(the production tax credits have now expired for new projects commencing in 2014)~~. Our revenues from wind farm development will continue to be subject to shifts in timing due to project development delays resulting from our ability to obtain financing and regulatory and permitting approvals among other reasons. Thus, our strategy is to remain well-positioned for predictable revenue growth with the addition of new products and service offerings such as engineering consulting services and solar-powered installations that are outside the scope of wind farm development projects.

Factors Affecting Our Operating Results

We expect that our results of operations will be affected by a number of factors and will primarily depend on the size of our portfolio of wind farms and renewable assets, demand for renewable energy, governmental policies, general market conditions (including financing of renewable energy projects), ~~entry~~site ~~into~~selection for our development projects and our discontinued operations in the telecommunications industry, ~~and~~as ~~site~~of ~~selection~~the ~~for~~beginning ~~our~~of ~~development~~the ~~projects~~2015 fiscal year.

Our Portfolio of Renewable Energy Projects

Our portfolio of renewable energy generating assets, including the wind farms that we own in whole or part, provides a significant and stable revenue source. Through our acquisition subsidiary, Juhl Renewable Assets, we focus on acquisition and investment in existing renewable energy generating assets that fit our distributed generation model and are consistent with the size projects we typically develop, such as the acquisition of the Iowa Wind Farms in August 2014 ~~as discussed above~~. We believe that ownership of such renewable energy generating assets (in part or in whole) provide us with the ability to expand services related to ~~renewable~~those ~~energy generating~~ assets and create recurring and predictable annual revenue streams for our business. Our portfolio of acquired ownership in wind farms and other renewable assets may grow at an uneven pace because acquisition opportunities are unpredictable. The level of new portfolio activity will fluctuate based on supply and demand for those assets, our ability to identity existing renewable energy generating assets that meet our criteria, the competitive nature of asset acquirers, and the volume of projects that are available for sale by equity owners. Our ability to acquire such existing renewable energy generating assets, in whole or in part, will directly impact future revenue.

Demand for Renewable Energy

Growth in wind power and other renewables is being driven by several environmental and socioeconomic factors including:

● ongoing increases in demand for electricity as a result of population growth and growth in energy consuming devices such as computers, televisions and air conditioning systems; ● the fluctuating costs of fuel required to operate existing conventional electric generation facilities such as coal, natural gas, nuclear and oil; ● uncertainty surrounding the growth potential of nuclear power plants and decommissioning of coal-fired power plants; ● the ~~shorter~~decrease ~~development~~in ~~time~~the ~~frame~~costs ofassociated ~~wind projects as compared~~ with ~~natural~~solar ~~gas plants and the greater flexibility of wind projects to adapt to changing conditions~~energy; and ● the ~~increased~~increase ~~efficiency of newer wind turbine models (such as advances~~ in ~~wind~~governmental ~~turbine~~incentive ~~blade~~programs ~~aerodynamics,~~to ~~development~~encourage ofuse variable speed generators, advances in remote operation and monitoring systems, improvements in wind monitoring and forecasting tools and advances in turbine maintenance), improved capacity factors, and more competitive pricing of ~~wind~~renewable ~~power~~energy ~~systems as compared with coal and gas on a dollar-per-megawatt-hour basis due in part to cost competition among suppliers~~products.

In light of these factors, we will continue to develop our capabilities in the renewable energy space with the development of distributed generation projects, such as wind/solar hybrid projects, onsite wind ~~facilities~~turbines for manufacturing companies seeking to reduce their carbon footprint, and meet some of their own electricity demand and the development and sale of small scale renewable systems including wind and solar projects. If we are not able to diversify our offerings or if demand for renewable energy becomes less robust, our operating results may be negatively impacted.

Government Policies

Historically, our wind projects have been subject in part to various federal, state or local governmental policies that support or incentivize projects from an economic standpoint. Such policies include legislation that aims to reduce energy usage and dependence and promote the use of renewable energy. Incentives provided by the federal government may include tax credits (such as PTCs), tax deductions, accelerated depreciation, and federal grants and loan guarantees. Incentives provided by state governments include renewable portfolio standards (RPS) which specify ~~the~~what ~~amount~~portion of total energy utilized by local ~~utility~~utilities ~~companies~~ that must be derived from sources of clean energy including wind and solar. A number of federal government incentives focused on reducing costs of wind energy production have expired. Specifically, the PTC was extended in January 2013 and applied to all wind projects that began construction in 2013, and then it was extended again in late December 2014 and applied to all wind projects that began construction in 2014, even if estimated completion was one to two years out. The ~~PTC's~~PTCs have now expired for wind projects commencing construction in ~~2014~~2015.

Overall, governmental failure to renew these or similar incentives in the future and the absence of a long-term stable energy policy that focuses on the sustainability of the renewable energy industry could have a material adverse impact on our business, results of operation, financial performance and future development of our wind energy projects.

2823

Telecommunications Industry

In 2013, we entered into the telecommunications industry through Juhl Tower Services. ToDuring ~~date~~2013 and 2014, we ~~have~~ incurred significant costs for start-up and organizational purposes, establishing our presence in the market, and managing productivity, and we made a significant investment and incurred operating losses in 2013 and 2014 ~~to-date~~ together with negative cash flow. WeSince ~~have~~we did not ~~met~~meet profitability and revenue ~~growth~~ expectations ~~despite changing our business approaches including more recently focusing on daily rate and short cycle projects. Therefore~~, in ~~October~~late 2014 we decided to significantly wind down the operations of Juhl Tower Services., Weand in ~~are~~February ~~now~~2015 ~~considering~~we ~~other~~dissolved ~~approaches~~the ~~such~~tower asservices ~~joint~~entity. ~~venture~~Juhl ~~arrangements~~Tower ~~that~~Services ~~would~~is ~~allow~~treated ~~us to apply our existing installation and maintenance service competencies to tower project work such~~ as ~~solar,~~a ~~battery~~discontinued ~~backup or short cycle service work~~operation. InSee ~~the~~Note ~~event~~15 ~~that we are unable~~ to ~~solidify~~the acondensed ~~profitable~~consolidated financial joint venture arrangement or attract project opportunities that would provide a high probability of ongoing revenue, cash flow and profitability, we would likely cease all operations of tower services workstatements.

Debt and Equity Financing Markets

Although demand for wind power and other renewables ~~are~~is likely to continue to trend upward for reasons described above, arranging project financing, particularly construction financing, has become increasingly difficult. The timing of ~~the~~our ~~Company’s~~ construction and turbine supply revenues associated with the development of wind farms is heavily impacted by our ability to complete debt and equity financing arrangements. Such financing may not be available in the future and would negatively affect our operations.

At the initial stage of a project's development, we use a combination of our own balance sheet capital in combination with other financing made possible by equipment vendors and services companies to cover development expenses and equipment costs. 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 use our balance sheet capital 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 pay ~~for~~ equipment costs such as wind turbines. 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.

Many of these development projects do not come to fruition due to lack of funding. Thus, we continue to seek capital to allow us to pre-fund development costs through our subsidiaries, such as Juhl Renewable Assets. We believe that the use of Juhl Renewable Assets will provide us the ability in the future to provide supplemental funding to our wind farm development projects (through a renewable asset preferred equity vehicle). This will allow us to bring projects through the early development and construction stages more quickly by pre-funding development costs to secure the successful completion of projects and alleviate the uncertainty related to securing lender and third party financing commitments. We believe this will lead to sustainable revenue growth from development fees.

Results of Operations

Comparison of Three ~~and Nine~~-Month Periods Ended ~~September~~March 3031, ~~2014~~2015 and ~~September~~March 3031, ~~2013~~2014

Overview

Our general activity during the ~~third~~first quarter of ~~2014~~2015 was primarily focused on the following activities (as broken down by our segments):

Renewable Energy Development

WeRenewable ~~continued our active development, through Juhl~~ Energy Development, consists of ~~four~~ wind farm ~~projects~~development ~~comprising~~services ~~approximately~~efforts 84provided MWby ofJuhl ~~development~~Energy ~~in midwestern~~Development, ~~western~~together ~~and~~with ~~eastern~~construction ~~regions~~revenue ofon ~~the~~certain ~~United States. One of these~~ projects ~~is a one-turbine, 2 MW project~~ that ~~likely~~Juhl ~~will~~Energy ~~not~~Development ~~proceed.~~may ~~Our~~act ~~project~~as ~~development~~general ~~portfolio is considered diversified in that projects are not concentrated in any particular geographic region, with a focus on areas that generally experience higher electric rates~~contractor. In ~~November~~addition, weJuhl ~~commenced~~Renewable ~~efforts~~Energy toSystems ~~assist~~has abecome ~~wind~~more ~~farm~~active ~~developer~~ in ~~completing~~ the ~~commissioning,~~installation ~~financing and long term operation~~ of asmall 20scale MWsolar ~~project~~systems intogether with the ~~Midwest~~sale ~~and~~of werelated ~~believe~~solar ~~these~~products ~~efforts~~sold ~~may~~through ~~lead~~its toPVPower ~~fee revenue from this division in the fourth quarter 2014~~website.

In ~~May~~the ~~2014~~first quarter of 2015, we ~~entered~~continued ~~into~~our aactive ~~nonbinding~~development, ~~term~~through ~~sheet~~Juhl ~~for~~Energy ~~the~~Development, ~~financing~~ of ~~our~~21 ~~development~~wind ~~and~~farm ~~construction~~projects ~~services~~comprising onapproximately a260 20 MW ~~project~~of development in ~~Indiana.~~Midwestern, Wewestern ~~continue~~and toeastern ~~assist~~regions ~~the~~of ~~potential investor with due diligence activities in order to complete~~ the ~~equity~~United ~~investment arrangement~~States. ~~Initial~~This ~~construction~~allows ~~has~~us ~~commenced~~to ~~and~~diversify ~~depending~~our ondevelopment ~~availability~~portfolio ofby ~~interconnection,~~adding ~~turbine~~projects ~~supply~~throughout ~~and~~North ~~other~~America ~~factors including financing,~~ and ~~depending~~in onthe ~~those~~regions ~~factors,~~that wegenerally ~~expect~~experience ~~complete~~higher ~~this~~electric ~~project in the first half of 2015~~rates.

As a result of investments made in the acquisition of PVPower in February 2014 along with establishing sales capabilities in the area of small commercial and residential solar installations, we are generating revenue streams from online solar product sales and have been building a pipeline of projects for ~~installation~~residential inand ~~the~~small ~~fourth~~commercial ~~quarter~~installations. ofDuring ~~2014 and into~~ the first ~~half~~quarter of 2015~~. Currently~~, wethe ~~have~~solar-related ~~obtained~~revenues ~~customer~~exceeded ~~commitments of approximately~~ $~~753~~650,000. ofTo ~~residential solar projects~~date, ~~primarily~~Juhl ~~related~~Renewable toEnergy ~~the~~Systems ~~Solar~~has ~~Chicago~~approximately ~~Program~~150 ~~The~~KW ~~timing~~of projects of ~~revenue~~accepted ~~generation~~sales ~~from~~proposals ~~this~~for solar ~~program~~projects iswith ~~affected by the recent release of~~ a ~~rebate~~completed ~~program~~project byvalue ~~the State~~ of Illinois, and we expect that this revenue will be recognized over the next nine months depending on rebate approvals, weather and product availability. Online sales from the PVPower website since the asset acquisition date were approximately $~~625~~700,000, ~~through~~including the ~~nine~~Solar ~~months~~Chicago ~~ended September~~program ~~30,~~and ~~2014.~~other projects in Minnesota.

2924

Renewable Power Plant Ownership

We continued our focus on identifying existing renewable energy generating assets for purposes of acquiring ownership by our subsidiary, Juhl Renewable Assets. In With ~~August~~the acquisition of the Iowa Wind Farms in 2014, ~~the~~we ~~Company~~now ~~completed~~have ~~the~~ownership ~~purchase~~in ofapproximately ~~100%~~25 MW of ~~the~~wind ~~membership~~energy ~~interests~~projects. ofIn ~~limited~~addition, ~~liabilities~~we ~~companies~~have ~~comprising~~entered ~~3.2~~into a non-binding term sheet in April 2015 for the acquisition of an additional 20-25 MW of wind energy facilities in ~~Iowa~~the Upper Midwest. The ~~purchase~~acquisition ~~price~~is ~~was~~subject ~~paid~~to ~~using~~the ~~approximately~~completion ~~$1.9 million~~ of ~~proceeds~~due ~~raised~~diligence byactivities, ~~Juhl~~together ~~Renewable~~with ~~Assets~~making ~~along~~financial arrangements with athird ~~new~~parties ~~$2.5~~for ~~million~~the ~~bank~~payment ~~note~~of ~~that~~the ispurchase ~~recourse~~price ~~only~~and additional funding for working capital, cash reserves and other soft costs expected to be in the ~~underlying~~range ~~wind~~of ~~farm~~$6-8 ~~assets~~million. We would expect a closing in mid-summer 2015.

With the acquisition of the Iowa Wind Farms in August 2014, we now have ownership in approximately 25 MW of wind energy projects.

Energy & Field Services

~~During~~We ~~the~~continue ~~third~~our ~~quarter of 2014, we continued~~ efforts in growing revenues in our engineering consulting area where we focus our engineering services to the power industry and commercial central plant facilities. In particular, we entered into a services contract in June 2014 for a guaranteed maximum price of approximately $3.4 million with a customer to provide engineering services associated with the construction of a 350 MW natural gas combustion facility in Texas. WeThe engineering consulting services are ~~diminishing~~largely ~~our~~focused ~~involvement~~on ~~with~~projects ~~commercial~~involving ~~building~~the ~~systems~~utility industry and central plants.

~~During~~As ~~the~~we ~~third~~have ~~quarter~~previously ~~of 2014~~disclosed, wedue ~~also continued~~ to ~~provide~~lack ~~tower~~of ~~maintenance~~profitability ~~services~~and ~~through~~revenue ~~our Juhl Tower Services subsidiary predominately to two customers who are authorized subcontractors to wireless telecommunications carriers. Since its inception~~growth, ~~Juhl Tower Services has provided services on more than 300 cell towers. As previously reported,~~ we have ~~been~~dissolved ~~reviewing~~ our ~~cost effectiveness and opportunities for profitability in order to maintain this~~ tower services ~~capability. In October 2014~~entity, ~~we determined that we should wind down the operations of~~ Juhl Tower Services, ~~and~~in ~~refocus~~February ~~our overall service efforts~~2015. WeTower ~~are~~maintenance ~~considering~~services ~~other~~related ~~approaches such as joint venture arrangements that would allow us~~ to ~~apply~~ our ~~existing~~subsidiary, ~~installation~~Juhl ~~and~~Tower ~~maintenance service competencies to tower project work such as solar~~Services, ~~battery~~is ~~backup~~no orlonger ~~short~~included ~~cycle~~in ~~service~~continuing ~~work.~~operations Infor the ~~event~~Energy ~~that~~and weField ~~are~~Services ~~unable~~segment toand ~~solidify~~has abeen ~~profitable~~separately ~~joint~~reported ~~venture~~as ~~arrangement or attract project opportunities that would provide~~ a ~~high~~discontinued ~~probability~~operation offor ~~ongoing~~2014 ~~revenue, cash flow and profitability, we would likely cease all operations of tower services work~~comparisons.

Revenue

Total revenue increased by approximately $~~389~~293,000, or 129.14%, from approximately $3,~~204~~129,000 for the quarter ended ~~September~~March 3031, ~~2013~~2014, to approximately $3,~~593~~422,000 for the quarter ended ~~September~~March 3031, ~~2014~~2015. Total revenue increased by approximately $1,658,000, or 19.1% from approximately $8,671,000 for the nine months ended September 30, 2013, to approximately $10,329,000 for the nine months ended September 30, 2014.

A comparison of our revenue for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014 is as follows:

	For the Nine Months Ended
	For the Three Months Ended
	September 30,
	March 31,
	2014			2013			$ Change			% Change
	2015			2014			$ Change			% Change
Revenue:
Renewable energy development	$	1695,~~225,~~000		$	~~113~~520,000		$	1175,~~112,~~000			~~984~~33.17	%
Renewable power plant ownership	$	2989,~~360,~~000		$	2828,~~054,~~000			~~306~~161,000			1419.94	%
Energy & field services	$	71,~~098~~864,000		$	61,~~827~~899,000			~~271~~(35,000	)		4(1.08	)%
Eliminations	$	(~~354~~126,000	)	$	(~~323~~118,000	)		(318,000	)		9.6.8	%
Total Revenue	$	103,~~329~~422,000		$	83,~~671~~129,000		$	1293,~~658,~~000			199.14	%

The Company’s revenue comparisons above have been changed from prior presentations to ~~adapt~~adjust tofor ~~our~~the ~~expansion~~reclassification of ~~energy and~~ tower services ~~and~~to ~~power~~discontinued ~~plant ownership that have substantially occurred over the last 24 months~~operations.

Renewable Energy Development:

Revenue in the Renewable Energy Development segment increased by approximately $~~377~~175,000 for the quarter ended ~~September~~March 3031, ~~2014~~2015 compared to the quarter ended ~~September~~March 3031, ~~2013, and increased by approximately $1,112,000 for the nine months ended September 30,~~ 2014 ~~compared to the nine months ended September 30, 2013~~. The ~~increases~~increase in revenue over the ~~nine~~quarter ~~month period~~ were primarily a result of approximately $~~438~~611,000 of ~~revenue~~increased ~~related to the completion of the development and construction of the wind facility for Honda in Russells Point, OH and approximately $657,000 of~~ revenue from online solar product sales and small renewable energy projects~~. As of September 30~~, ~~2014,~~offset weby ~~have not yet recognized any~~ revenue ~~from~~in ~~installation~~2014 ~~services~~related ~~of solar projects but we expect~~ to ~~earn~~the ~~revenue~~completion ~~during~~of the ~~fourth~~development ~~quarter~~and construction of ~~2014~~the aswind afacility ~~result~~for ofHonda ~~the~~in ~~Chicago~~Russells ~~Solar~~Point, ~~Program~~OH.

30Our revenues from wind farm development and construction are normally dependent upon a number of factors including project financing arrangements, our ability to reach contractual agreements for turbine supply and construction services, permitting and variable interest entity rules.

Our revenues from development and construction are normally dependent upon a number of factors including project financing arrangements, our ability to reach contractual agreements for turbine supply and construction services, permitting and variable interest entity rules. In May 2014, we entered into a non-binding term sheet for the financing of our development and construction services related to a 20 MW wind farm in Indiana. The project had commenced construction activities in 2013 to allow utilization of the federal production tax credit prior to its expiration, and it is now anticipated that completion of this project will be deferred to second quarter 2015. This November, we commenced efforts to assist a wind farm developer in completing the commissioning, financing and long term operation of a 20 MW project in the Midwest and we believe these efforts may lead to fee revenue from this division in fourth quarter of 2014. In addition, we do not expect to recognize approximately $3.5 million of revenue planned from construction of a single turbine wind energy facility that we had previously announced, as the prime contractor has elected to complete the project without the Company’s services.

Renewable Power Plant Ownership:

Revenue for electricity sales for the quarter ended ~~September~~March 3031, ~~2014~~2015 increased by approximately $~~107~~161,000, or 2019.34%, over ~~2013, and revenue for electricity sales for the nine months ended September 30,~~ 2014 ~~increased by approximately $306,000, or 14~~.~~9%,~~ ~~over 2013.~~ The revenue relates to the five wind farms in which the Company maintains controlling ownership or is considered the primary beneficiary under variable interest entity accounting rules,. ~~including~~The ~~our~~increase ~~newly~~was ~~acquired~~primarily related to the revenues attributable to the Iowa ~~Wind~~wind ~~Farms.~~farms ~~The~~acquired ~~increases~~in ~~were~~August ~~primarily~~2014 ~~related~~for towhich ~~higher~~no ~~wind~~revenue ~~speeds~~had been recognized during the ~~periods~~prior asquarter ~~compared~~ended toMarch a31, ~~year ago~~2014. Revenues will fluctuate as a result of wind speeds in the geographical areas of these wind farms and therefore revenues will vary accordingly. In addition, electricity sales revenue is adjusted based on the use of an accounting revenue recognition policy that reduces the current billing amounts to the average rate over the term of the power purchase contract. InWe ~~addition~~have toentered into a non-binding term sheet in April 2015 for the acquisition of an additional 20-25 MW of wind energy facilities in the ~~Iowa~~Upper ~~Wind~~Midwest. ~~Farms~~The acquisition is subject to the completion of due diligence activities, wetogether ~~are~~with ~~currently~~making ~~considering~~financial ~~acquisition~~arrangements with third parties for the payment of the purchase price and additional ~~wind~~funding ~~farm~~for ~~facilities~~working ~~and~~capital, itcash isreserves ~~unlikely~~and ~~that~~other ~~such~~soft ~~acquisitions~~costs ~~will~~expected to be ~~completed~~in ~~before~~ the ~~end~~range of ~~2014~~$6-8 million. We would expect a closing in mid-summer 2015.

Energy & Field Services:

Revenue in the Energy & Field Services segment decreased by approximately $6235,000, or 21.38%, from approximately $21,~~715~~899,000 for the quarter ended ~~September~~March 3031, ~~2013~~2014, to approximately $21,~~653~~864,000 for the quarter ended ~~September~~March 3031, ~~2014,~~2015. ~~and~~While ~~revenue in~~ the ~~Energy~~overall &revenues ~~Field~~in ~~Services~~this segment ~~increased~~are bygenerally ~~approximately $271~~flat,~~000,~~ ~~from~~we ~~approximately~~observed ~~$6,827,000~~an ~~for~~increase ~~the nine months ended September 30, 2013 to approximately $7,098,000 for the nine months ended September 30, 2014. The decrease~~ in ~~the~~our ~~current~~field ~~quarter was primarily due to approximately $295,000 more tower~~ services ~~revenues~~as ~~achieved~~a inresult ~~the~~of ~~third~~an ~~quarter~~additional ~~2013~~wind ~~than~~farm inmaintenance ~~the~~agreement ~~comparative~~and ~~quarter~~engineering ~~2014~~services ~~due~~ to ~~timing~~the ofutility ~~project revenue and crew levels~~industry, offset by ~~increases~~decrease in ~~our~~ engineering ~~consulting~~revenues ~~services~~attributable ~~division~~to ~~which~~the ~~has~~commercial ~~been~~building ~~performing~~systems atas a ~~12%~~result ~~growth~~of ~~since~~our ~~2013.~~desire ~~The $271,000 increase in revenue in the nine month period ended September 30, 2014 over the comparative period ended 2013 is primarily due~~ to ~~increased~~focus our engineering ~~consulting~~ services ~~and~~more ~~wind~~on ~~farm~~utility ~~management~~and ~~fees~~central ~~(which~~plant ~~have~~facilities ~~improved with higher wind conditions this year), offset by a reduction in tower services revenues of approximately $343,000~~contracts.

We expect that our ~~overall~~ revenues for the ~~fourth~~remainder ~~quarter~~ of ~~2014~~2015 will ~~remain~~increase ~~consistent~~as ~~with~~a result of the ~~quarterly~~acquisition ~~pattern~~from ~~that~~the weIowa ~~have~~Wind ~~experienced~~Farms acquired in ~~the~~2014, ~~first~~possible ~~three~~acquisition ~~quarters~~ of ~~2014~~additional ~~despite~~wind ~~the~~farm ~~winding~~facilities ~~down~~during the remainder of ~~the~~2015, ~~tower~~and ~~services~~solar ~~unit~~project ~~discussed~~installations. ~~above,~~Our ascompleted wewind ~~expect~~farm ~~that~~developments ~~revenues~~typically ~~from~~result ~~the~~in ~~Iowa~~new ~~Wind~~revenue ~~Farms~~streams ~~acquired~~for inmanagement ~~August~~services. In ~~along~~addition, ~~with~~we ~~solar~~expect ~~project~~to ~~installations~~make ~~will~~bid ~~provide~~proposals anon ~~offset~~existing wind farms for maintenance services and to the ~~reduction~~extent we are successful in ~~tower~~our ~~services~~bids, our revenues will grow accordingly. We have opportunities for additional revenue increases in the renewable energy development segment with regard to wind farm development for 2015, but at this time it is not possible to be assured of the timing of such revenue, if any.

Cost of Revenues

Cost of revenues increased by approximately $~~308~~92,000, or 114.14% from approximately $2,~~774~~060,000 for the quarter ended ~~September~~March 3031, ~~2013~~2014 to approximately $32,~~082~~152,000 for the quarter ended ~~September~~March 3031, ~~2014~~2015. Cost of revenues increased by approximately $1,293,000, or 18.4%, from approximately $7,045,000 for the nine months ended September 30, 2013 to approximately $8,338,000 for the nine months ended September 30, 2014.

The comparison of the ~~nine~~quarter ~~month periods~~ ended ~~September~~ 30March 31, ~~2014~~2015 to ~~September~~March 3031, ~~2013~~2014 is affected by four primary factors:

● cost of revenues in ~~2014~~2015 includes an increase of approximately $~~553~~465,000 ~~for as we invested~~ in ~~additional~~increased ~~engineering~~costs ~~personnel~~related ~~and~~to ~~subcontracted~~the ~~capabilities~~additional asrevenue ~~compared~~attributable to ~~2013~~solar toproducts ~~support~~and ~~our~~installation ~~higher revenue streams~~services; ● cost of revenues in ~~2014~~2015 includes an ~~decrease~~increase of approximately $~~138~~97,000 offor ~~direct~~acquired ~~labor~~wind ~~and~~farms ~~project-related~~that ~~expenses~~did ~~incurred~~not byhave ~~our tower services subsidiary as~~ such ~~decrease~~costs ~~is related to our lower revenues achieved as~~ a ~~result~~year ~~of crew reductions and other cost reductions~~ago; ● cost of revenues in ~~2014~~2015 ~~include~~includes a decrease of approximately $~~560~~205,000 for ~~costs~~cost ~~related~~fluctuations toin ~~solar~~engineering ~~products~~personnel ~~sold~~and ~~primarily~~subcontracted ~~through~~capabilities ~~online~~as ~~sales~~compared to 2014; and ● cost of revenues in ~~2014~~2015 includes a decrease of approximately $~~272~~271,000 of construction costs to complete the wind farm project at Honda in Ohio, whereas there were no construction costs in ~~the comparative quarter a year ago~~2015.

Gross margins for the ~~nine~~three month period ended ~~September~~March 3031, ~~2014~~2015 were approximately $~~364~~202,000 higher than the same period a year ago. The increased margins were attributable to approximately $~~191~~146,000 from ~~construction/development of the Honda wind farm project~~ and solar product and installation sales margins; together with $~~234~~64,000 from increased electricity sales from the ~~higher~~acquisition ~~wind~~of ~~speeds,~~the aIowa ~~one-time~~wind ~~$172~~farms,~~000~~ ~~inventory~~and ~~reduction~~increased ~~adjustment~~margins ~~made~~of inapproximately ~~the~~$87,000 ~~prior~~from ~~year~~engineering ~~with no such adjustment in the current year~~services, ~~and~~ offset by construction/development margins of approximately $~~204~~147,000 infor ~~lower~~the ~~margins~~Honda ~~from~~wind ~~tower~~farm ~~services~~project as a ~~result~~year ofago ~~lower~~whereas ~~tower~~we ~~services~~completed ~~revenues~~no wind farm projects yet in ~~2014~~2015.

Operating Expenses

General and Administrative Expenses. General and administrative expenses decreased by approximately $4885,000, or 711.50%, from approximately $~~648~~766,000 for the quarter ended ~~September~~March 3031, ~~2013~~2014 to approximately $~~600~~681,000 for the quarter ended ~~September~~March 3031, ~~2014~~2015. ~~General~~The decrease in general and administrative expenses ~~increased~~was byprimarily ~~approximately~~attributable ~~$336,000,~~to orlower ~~17.4%,~~legal ~~from~~fees ~~approximately~~and ~~$1,932,000~~advertising ~~for~~costs ~~the~~in ~~nine~~comparison ~~month period ended September 30, 2013~~ to ~~approximately~~levels ~~$2,268,000~~incurred ~~for~~in ~~the nine month period ended September 30,~~ 2014.

~~The~~Payroll ~~increase~~and inEmployee ~~general~~Benefits. Payroll and ~~administrative~~employee benefits expenses ~~includes~~ increased ~~professional~~by ~~fees of~~ approximately $~~269~~45,000, ~~primarily~~or ~~related to legal defense costs not covered by insurance~~6.4%, ~~Other~~from ~~increases include~~ approximately $~~163~~708,000 infor ~~consulting~~the ~~fees,~~quarter ~~increases~~ended inMarch ~~computer~~31, ~~software~~2014 ~~costs~~to of approximately $73753,000 for the ~~engineering~~quarter ~~consulting~~ended ~~services~~March 31, ~~offset~~2015. byThe aincrease ~~reduction~~in ofpayroll ~~approximately~~and ~~$205,000~~employee inbenefits ~~amortization~~is ofprimarily ~~intangible~~related ~~assets~~to ~~associated~~salary ~~with~~rate ~~previous~~increases ~~acquisitions~~and sales commissions in comparison with 2014.

Payroll and Employee Benefits. Payroll and employee benefits expenses increased by approximately $234,000, or 33.4%, from approximately $701,000 for the quarter ended September 30, 2013 to approximately $935,000 for the quarter ended September 30, 2014. Payroll and employee benefits expenses increased by approximately $764,000, or 38.2%, from approximately $1,998,000 for the nine month period ended September 30, 2013 to approximately $2,762,000 for the nine month period ended September 30, 2014.

The increase in payroll and employee benefits is primarily related to:

	●	increase of approximately $244,000 of office and administrative salaries and expenses related to the Juhl Tower Services as a result of higher level of administrative compensation in 2014 as well as 2013 results including only seven months in its launch year; and
	●	increase in stock-based compensation expense of approximately $425,000.

The payroll expenses related to engineering consulting employees who are directly performing engineering activities are recorded in cost of revenues. Payroll related to maintenance services employees are also considered as a part of cost of revenues.

Wind Farm Administration Expenses. Wind farm administration expenses increased by approximately $65,000, or 1.6%, from approximately $114,000 for the quarter ended March 31, 2014 to approximately $179,000 for the quarter ended March 31, 2015. 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, (Valley View, Winona Wind, Woodstock Hills and the Iowa Wind Farms) that we are consolidating. ~~Wind~~The increase ~~farm~~in ~~administration~~ expenses ~~increased~~was byprimarily ~~approximately~~attributable ~~$93,000, or 182.9%, from approximately $51,000 for the quarter ended September 30, 2013~~ to ~~approximately~~legal ~~$144,000 for the quarter ended September 30, 2014. Wind farm administrative~~ expenses ~~increased~~with byrespect ~~approximately~~to ~~$122,000,~~legal oractions ~~46.3%,~~taken ~~from~~against ~~approximately~~a ~~$264,000~~turbine ~~for~~supplier ~~the nine month period ended September 30, 2013 to approximately $386,000~~ for ~~the~~turbine ~~nine~~performance ~~month period ended September 30, 2014~~issues.

The increase in expenses was primarily attributable to approximately $43,000 in subcontract project management expenses that are variable based on the revenue performance from the wind farms, together with approximately $95,000 in legal expenses with respect to legal actions taken against a turbine supplier for turbine performance issues.26

Operating Income (Loss)

Our operating loss represents ana ~~increase~~decrease of approximately $~~199~~177,000, from an operating loss of approximately $~~969~~520,000 for the quarter ended ~~September~~March 3031, ~~2013~~2014 compared to operating loss of approximately $1343,~~168,~~000 for the quarter ended ~~September~~March 3031, ~~2014~~2015. Our operating loss represents an increase of approximately $858,000, or 33.4%, from an operating loss of approximately $2,568,000 for the nine months ended September 30, 2013 to an operating loss of approximately $3,426,000 for the nine months ended September 30, 2014.

~~With~~The ~~regard~~decrease ~~to our increase of approximately $199,000~~ in our operating loss for the quarter ended ~~September~~March 3031, ~~2014,~~2015 ~~approximately~~as ~~$107,000~~compared to 2014 is ~~related~~primarily attributable to ~~higher~~the ~~professional~~increase ~~fees~~in ~~primarily~~gross ~~associated~~margins ~~with~~achieved ~~legal~~from ~~defense~~our ~~costs~~Energy ~~together~~and ~~with~~Field ~~approximately~~Services ~~$145~~segment and the Iowa wind farm acquisition,~~000~~ ~~increase~~while inour ~~stock~~operating ~~compensation~~expenses ~~expense.~~remained relatively constant.

With regard to our increase of approximately $858,000 in our operating loss for the nine months ended September 30, 2014, approximately $470,000 is related to negative operating margins of the tower services capability of Juhl Tower Services, together with approximately $425,000 increase in stock compensation expense, and increased professional fees of approximately $357,000 primarily associated with legal defense costs, offset by improved gross margins of approximately as noted above regarding electricity sales and the one-time inventory adjustment related to the prior year.

Other Income (Expense)

Other expense ~~increased~~decreased approximately $1456,000 for the quarter ended ~~September~~March 3031, ~~2014~~2015 compared to ~~September~~March 3031, ~~2013~~2014 primarily due to an ~~increase~~decrease in interest expense of approximately $3520,000 ~~primarily~~as ~~related~~loans toare ~~the~~being ~~recently~~paid ~~acquired~~down ~~Iowa Wind Farms,~~ and offset by the fair value ofadjustment ~~the~~for an interest rate swap arrangement of approximately $2674,000 for the same quarter a year ago versus no fair value loss adjustment in the current quarter. The interest rate swap arrangement was terminated in March 2014 and no further adjustments will be required.

~~Other~~Discontinued expense increased approximately $601,000 during the nine months ended September 30, 2014 and the increase is primarily the period-over-period change in fair value of the interest rate swap liability on the Valley View wind farm project, which changed from a gain of approximately $491,000 for the nine months ended September 30, 2013 to a loss of approximately $75,000 for the nine months ended September 30, 2014, a change of approximately $566,000. As noted above, the fair value of the interest rate swap arrangement was subject to fluctuation due to changes in the LIBO rate market and no further adjustments in 2014 will be required because it has been repaid. Interest expense increased approximately $34,000 between the nine months ended September 30, 2014 and 2013 primarily relating to the recently acquired Iowa Wind Farms and the Vision note obligation, offset by lower interest payments on amortizing loans.Operations

Discontinued operations include the net operating results of the tower maintenance services subsidiary, Juhl Tower Services. During 2015, we recognized income of approximately $17,000 in the winding up of the Juhl Tower Services affairs. Juhl Tower Services incurred a net loss of approximately $517,000 for the three month period ended March 31, 2014. A summary of these operating results is provided in the financial statement Note 15 included in the report. There may be some ongoing impact of discontinued operations in 2015 as a result of the dissolution and winding up the affairs of Juhl Tower Services. However, we do not expect such impact to be material.

Net Income (Loss)

Net loss ~~increased~~decreased by approximately $~~212~~766,000, or 1758.75%, from a net loss of approximately $1,~~199~~311,000 for the quarter ended ~~September~~March 3031, ~~2013~~2014 to net loss of approximately $1545,~~411,~~000 for the quarter ended ~~September~~March 3031, ~~2014~~2015. Net loss increased by approximately $1,458,000, or 54.1%, from a net loss of approximately $2,699,000 for the nine months ended September 30, 2013 to a net loss of approximately $4,157,000 for the nine months ended September 30, 2014.

The ~~increases~~decrease in the net loss for the quarter ~~and nine months~~ ended ~~September~~March 3031, ~~2014~~2015 ~~and 2013~~ is primarily attributable to the ~~reasons~~reduction ~~noted~~ in ~~the~~losses ~~Operating Income (Loss) above for negative operating margins~~ of the tower services ~~capability~~subsidiary ~~and increases in stock compensation expense and professional fees,~~ together with the ~~variation~~reasons noted in the ~~fair~~Operating ~~valuation~~Income ~~adjustments~~(Loss) toabove ~~the~~for ~~interest~~gross ~~rate~~margin ~~swap of approximately $566,000~~increases.

Changes in the Financial Condition for the Period ended ~~September~~March 3031, ~~2014~~2015

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 $21,~~256~~513,000 at ~~September~~March 3031, ~~2014~~2015 included approximately $1728,~~767,~~000 for engineering consulting, ~~tower~~ maintenance and management services open accounts, approximately $138,000 from solar product and installation sales, and approximately $~~339~~612,000 related to receivables from selling electrical power to a credit-rated utility companies. The receivables include allowances for doubtful accounts of approximately $4125,000 which we believe are sufficient to cover any potential uncollectible amounts. Accounts receivable of approximately $31,~~047~~252,000 at December 31, ~~2013~~2014 included approximately $1701,~~373,~~000 for ~~construction receivable, approximately $1,257,000 for~~ engineering consulting ~~and tower services open accounts~~, and approximately $~~247~~383,000 related to receivables from selling electrical power to a credit-rated utility company.

Property and Equipment

As of ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014, we held approximately $2624,~~862~~161,000 and $2324,~~832~~448,000 in net book value of property and equipment, respectively. The assets include approximately $2927,~~862~~986,000 (at recorded cost) in wind turbine assets of Woodstock Hills, Valley View, ~~and~~ Winona County and Iowa Wind Farms. The wind farm assets were booked at fair value at the time of the acquisition for the Woodstock Hills, Valley View and Iowa ~~wind~~Wind ~~farm~~Farm entities, and at book value for Winona County due to common control. Other assets included in property and equipment includes land, buildings, office equipment, shop equipment and service vehicles. The Winona Wind assets have been impaired by $1,830,000 through an adjustment made in 2014.

Liquidity and Capital Resources

Juhl Energy, 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.

Liquidity is a measure of our ability to meet potential short-term (within one year) and long-term cash requirements, which includes our ability to repay debt, fund and maintain our services offerings and projects, and other general business needs.

33At March 31, 2015, we carried approximately $1,727,000 in cash on the balance sheet (excluding restricted cash). Our unrestricted cash balances decreased by approximately $1,417,000 during the three months ended March 31, 2015. The decrease in cash resources since the beginning of the year is primarily related to payment of approximately $300,000 to vendors following our collection of a $1.5 million development fee in late 2014, making two periodic payments on the Valley View wind farm loan within this quarter, together with cash payments for other bank loan payments and funding of our operating loss during the period. In addition, we manage accounts payable balances commensurate with collection of our receivables, and have maintained our operating expenses relatively flat on a comparative basis with 2014. Further explanation of the changes within our cash balances is included in the commentary below regarding operating, investing and financing activities.

AtThe ~~September~~Company 30currently has negative working capital, ~~2014~~a history of recurring losses, wea ~~carried~~stockholders’ ~~approximately~~equity $1deficit,~~366,000~~ inand has not yet established a source of cash onfunding to retire debt obligations coming due within the ~~balance~~next ~~sheet~~twelve ~~(excluding~~months, ~~restricted~~particularly ~~cash). Our~~the ~~unrestricted~~July ~~cash~~2015 ~~balances~~balloon ~~increased~~payment byobligation of approximately $~~85,000~~1.6 ~~during~~million ~~the~~with ~~nine~~respect ~~months~~to ~~ended~~a ~~September~~securities ~~30,~~purchase ~~2014~~note obligation (which has now been assigned and is payable to Airdrie Partners as described below under Note Obligation). ~~The~~These ~~increase~~factors inraise ~~cash~~substantial ~~resources~~doubt ~~since~~about the ~~beginning~~Company's ofability to continue as a going concern (see Note 2 to the ~~year~~condensed consolidated financial statements). The Company is ~~primarily~~currently ~~related~~working to sustain a ~~common~~stabilized ~~stock~~source ~~sale~~of ~~netting~~revenues, ~~approximately~~operating ~~$1.6~~income ~~million,~~and ~~net~~cash offlow ~~issuance~~sufficient to cover operating costs inover ~~accounts~~an ~~payable in~~extended ~~August~~period ~~2014,~~of ~~proceeds~~time. ~~from~~This includes bringing consistency of fee revenue and profitability to the ~~sale~~highly cyclical nature of ~~preferred~~the ~~stock~~wind farm development and construction aspects of our ~~Juhl~~business ~~Renewable~~model, ~~Assets~~which ~~subsidiary,~~are subject to risks and auncertainties ~~reduction~~surrounding inproject ~~restricted~~timing, ~~cash~~financing asand alegislated ~~result~~energy policy. Critical elements of ~~the~~these ~~release~~steps include identifying opportunities for acquisition of anoperating ~~escrow~~wind ~~reserve~~farms, ~~account~~and ~~from~~balancing aits ~~previous~~Renewable ~~lender~~Energy inDevelopment ~~conjunction~~segment ~~with~~activities ~~the~~between ~~refinancing~~those ofacquisition ~~the~~activities ~~Valley~~and ~~View~~new ~~loan.~~wind Inenergy ~~addition,~~development weopportunities. ~~have~~The ~~managed~~Company ~~accounts~~has ~~payable~~generally ~~balances~~completed ~~commensurate~~its ~~with~~wind ~~collection~~down of ~~our~~the ~~receivables,~~telecommunications ~~offset~~tower byservices business entity which was the source of approximately $3.1 million of cash ~~needed~~flow operating losses since inception in February 2013. The Company has not yet obtained an agreement with its liability insurance carrier with respect to ~~absorb~~coverage ~~working~~of ~~capital~~defense ~~needs~~costs ~~for~~associated with the ~~Juhl~~legal ~~Tower~~proceedings ~~Services~~on ~~business~~the Winona Wind project (see Turbine Supply Note and ~~increases~~Legal inProceedings ~~operating~~below), ~~expenses~~which ~~such~~have asnegatively ~~professional~~impacted ~~fees~~cash flow by over $400,000 since early 2014. ~~Further~~Management ~~explanation~~has oftaken ~~the~~measures ~~changes~~and ~~within~~believes ~~our~~it ~~cash~~has ~~balances~~established isannual ~~included~~profitability in the ~~commentary~~Energy ~~below~~and ~~regarding~~Field ~~operating,~~Services ~~investing~~ and ~~financing~~Power ~~activities~~Plant Ownership segments.

~~The~~Juhl ~~Company~~Renewable ~~currently~~Assets ~~has~~preferred ~~negative~~stock ~~working capital, a history of recurring losses,~~ and ~~has~~other ~~not~~redeemable ~~yet~~preferred ~~established~~membership a source of cash funding to retire debt obligations coming due within the next twelve months, particularly the July 2015 balloon payment obligation of approximately $1.6 million with respect to the Amended Note (defined below), originally in favor of Vision Opportunity Master Fund, which has now been assigned and is payable to Airdrie Partners (as described below under Note Obligation). The Company is currently working to sustain a stabilized source of revenues and operating income sufficient to cover operating costs over an extended period of time. Critical elements of these steps include continued acquisition of operating wind farms, winding down the tower services division and balancing its development division activities between acquisition of existing assets and new developments such that the Company’s development group generates a more consistent stream of fee revenue and profitability in each calendar year as opposed to the large swings we have experienced historically. Management has begun taking measures in each of these areas and believes that this will restore profitability in the Renewable Energy Development and Energy and Field Services segments.interests

~~During~~Our ~~years~~subsidiary, ~~ended~~Juhl ~~2012~~Renewable ~~and~~Assets, ~~2013~~has ~~and~~sold ~~for~~approximately ~~the~~$4.8 ~~nine~~million ~~months~~of ~~ended~~its ~~September~~Series ~~30,~~A ~~2014~~Preferred Stock, ~~the~~net ~~Company~~of ~~incurred~~costs ~~losses~~of ~~from~~raising ~~operations~~the ~~and~~capital, ~~experienced~~in ~~negative~~private ~~cash~~sales ~~flows~~for ~~from operating activities. This is primarily attributable to~~ the ~~highly cyclical nature~~ acquisition of ~~the~~specific wind farm ~~development~~assets ~~and~~of ~~construction~~comparable ~~aspects~~value, ofand ~~our~~for ~~business~~other ~~model,~~purposes. ~~which~~The ispreferred ~~subject~~stock toprovides ~~risks~~for ~~and~~a ~~uncertainties~~9% ~~surrounding~~annual ~~project~~dividend ~~timing~~to its holders, ~~financing~~payable ~~and~~quarterly. ~~legislated~~These ~~energy~~shares ~~policy,~~of ~~and~~preferred ~~the~~stock ~~launch~~provide offor ~~maintenance~~certain ~~services~~redemption torights for the ~~telecommunications~~respective ~~industry~~stockholders in ~~March~~the ~~2013.~~event ~~These~~that ~~factors,~~Juhl ~~together~~Renewable ~~with~~Assets ~~the~~does ~~balloon~~not ~~payment~~file ~~requirement~~a ~~with~~registration ~~respect~~statement toby ~~the~~June ~~obligation~~30, ~~due~~2015, ~~under~~or ~~the~~upon ~~Amended Note,~~such ~~raise~~other ~~substantial~~later ~~doubt~~date ~~about~~as approved by the ~~Company's~~Board ~~ability~~of toDirectors ~~continue~~of asJuhl aRenewable ~~going~~Assets ~~concern~~in ~~(see~~the ~~Note~~best 3interest toof ~~the~~Juhl ~~financial~~Renewable ~~statements).~~Assets, to ~~The~~cover ~~Company~~a ~~has~~certain ~~worked~~number toof such ~~stabilize~~shares ~~its~~as ~~operations~~deemed reasonable by ~~diversifying~~Juhl ~~its~~Renewable ~~business~~Assets, ~~model~~or ~~with~~in ~~recurring~~certain ~~revenue~~cases, ~~and~~certain ~~profit~~subscription ~~streams~~agreements inof ~~order~~approximately to$3.2 ~~offset~~million orcontain ~~minimize~~a ~~the~~provision ~~fluctuations~~that inallows ~~our~~a ~~wind~~put ~~farm~~right ~~development~~to Juhl ~~and~~Renewable ~~construction~~Assets for ~~operating~~a ~~activities,~~redemption ~~together~~of ~~with~~a portion ~~winding~~of ~~down~~their ~~the~~stockholdings ~~unprofitable~~ratably ~~tower~~over ~~services~~ten ~~activities~~years.

~~Public~~In ~~Offering~~addition, ~~Completed~~one ~~August~~holder of redeemable preferred membership interests in the Valley View wind farm has exercised its put option (for approximately $518,000) in October 2013 and the Company was obligated to repurchase such interests by June 1, 2014. The Company anticipates the share repurchase obligation of approximately $518,000 will be made by Juhl Renewable Assets during 2015. Since the Company is currently in default in this repurchase of the redeemable membership interests in Valley View, the holder of the preferred membership interests has rights and remedies available to it at law or in equity including, but not limited to, the right to provide written demand to the Manager to sell assets of the limited liability company to which the preferred stock in Valley View was issued. The 12% dividend payments on the redeemable preferred stock of Valley View have been kept current.

In August 2014, the Company received net proceeds of approximately $1.6 million, net of issuance costs in accounts payable through an underwritten public offering in order to provide working capital and potential funding with respect to the obligations due under the Note (as defined and described below under Note Obligation). The offering did not achieve a level of cash proceeds that allowed any significant payment on the Note; however, the offering proceeds did provide working capital sufficient for the Company to continue operations over the next six to nine months until such time as we expect to recognize fees on delayed wind farm developments, success fees relating to a co-development opportunity, or alternative arrangements involving strategic funding initiatives.

On July 31, 2014, the Company priced its underwritten public offering of 10,750,000 shares of its common stock at a price to the public of $0.20 per share. The gross proceeds from the offering were approximately $2,150,000 prior to deducting underwriting commissions and offering expenses. The offering closed on August 6, 2014. Northland Capital Markets acted as sole book-running manager for the offering. Northland Capital Markets is the trade name for certain capital market and investment banking services of Northland Securities, Inc., member FINRA/SIPC. A registration statement related to these securities was filed with, and declared effective by, the Securities and Exchange Commission on July 31, 2014.

Sale of Juhl Renewable Assets preferred stock

During 2013 and through the nine months ended September 30, 2014, the Company augmented its current working capital through a private sale of 3,892,700 shares of Series A preferred stock of its Juhl Renewable Assets subsidiary (net proceeds of approximately $3,800,000) in order to replenish a portion of the approximate $2.4 million of cash funds that were previously invested into three wind farm projects from internal operations together with approximately $1,800,000 required in August 2014 for the purchase of the Iowa Wind Farms (see Note 15 to the financial statements). Subsequent to September 30, 2014, Juhl Renewable Assets has raised an additional $825,000 in the private offering of its Series A preferred stock. The Juhl Renewable Assets’ private offering has now been completed.

In addition, one holder of redeemable preferred membership interests in the Valley View wind farm has exercised its put option (for approximately $518,000) in October 2013 and the Company was obligated to repurchase such interests by June 1, 2014. The Company anticipates the share repurchase obligation of approximately $518,000 will be made by Juhl Renewable Assets by the end of January 2015. Since the Company is currently in default in this repurchase of the redeemable membership interests in Valley View, the holder of the preferred membership interests has rights and remedies available to it at law or in equity including, but not limited to, the right to provide written demand to the Manager to sell assets of the limited liability company to which the preferred stock in Valley View was issued. The 12% dividend payments on the redeemable preferred stock of Valley View have been kept current.

Note Obligation

In February 2014, the Company entered into a Securities Purchase Agreement with the primary Series A Preferred stockholder whereby the Company agreed to purchase 10,398,750 shares of Preferred Stock of the Company held by Vision Opportunity Master Fund, Ltd. (“Vision”) (consisting of 4,560,000 shares of Series A Preferred Stock and 5,838,750 shares of Series B Preferred Stock) for a total purchase price of approximately $2,184,000 (the “Purchase Price”). The Company agreed to pay the purchase price in the following manner: (i) pay a non-refundable $40,000 deposit on date of execution of the Purchase Agreement; (ii) pay a non-refundable payment of $40,000 on or before March 15, 2014; and (iii) issue Seller an amortizing promissory note on April 1, 2014, with a principal sum of approximately $2,104,000 for the remaining balance of the Purchase Price, with an interest rate of 8% and a maturity date of May 1, 2015 (the “Note”). The Purchase Price was satisfied and the conditions were met, and the transaction closed on April 1, 2014. The outstanding balance on the Note, as amended, at ~~November~~March 1731, ~~2014~~2015 is approximately $1,~~815~~710,000, including accrued interest, and requires monthly payments of $40,000 until the maturity date. The Company ~~intended~~has tobeen ~~use~~making ~~50%~~each of the ~~proceeds from its underwritten public offering of its common stock to accelerate principal payments on the Note. The Company paid Vision a one-time payment of~~ $~~100~~40,000 inmonthly ~~August 2014 instead of the 50% of the offering proceeds from the common stock underwritten public offering~~payments.

On August 18, 2014, The Company and Vision entered into an amendment agreement with respect to the Note (the “Amendment No. 1”), whereby Vision agreed that the Company is not in default under the Note. Further, Vision agreed to extend the maturity date of the Note to July 31, 2015 for a one-time principal payment of $100,000. The Amendment No. 1 to the Note does not change the requirement for the Company to make minimum cash payments of $40,000 per month through the new maturity date. The Company modified the use of proceeds from the offering so that only $100,000 of the proceeds are used for a one-time payment of the principal due under the Note and the remaining proceeds have been allocated among the other uses of proceeds described in the prospectus for the offering, including new project development and acquisition of assets, as well as to provide liquidity for working capital and for general corporate purposes. 28

On ~~October~~August 3118, 2014, ~~Vision~~The ~~sold~~Company ~~all~~and ofVision ~~its~~entered ~~outstanding~~into ~~Juhl~~an ~~Energy~~amendment ~~securities~~agreement towith ~~Airdrie~~respect ~~Partners,~~to ~~LP (“Airdrie Partners”) including assigning~~ the Note, as(the ~~amended by~~ “Amendment No. 1”), to ~~Airdrie~~whereby ~~Partners.~~among Onother ~~that date~~things, weVision ~~entered~~agreed ~~into a second amendment agreement~~ to ~~the~~extend ~~Note with Airdrie Partners I, LP (“Airdrie Partners”) changing~~ the ~~name~~maturity date of the ~~holder~~Note ~~from Vision~~ to ~~Airdrie~~July ~~Partners~~31, ~~and addressing other administrative matters (the “Amendment No~~2015. ~~2”).~~The ~~All other terms of the Note and~~ Amendment No. 1 to the ~~note~~Note ~~remain~~does ~~the~~not ~~same.~~change ~~For~~the ~~purposes~~requirement ~~hereof,~~for the ~~Note,~~Company ~~Amendment No. 1~~ to ~~the~~make ~~Note~~minimum ~~and~~cash ~~Amendment~~payments ~~No.~~of 2$40,000 toper ~~the~~month ~~Note~~through ~~are referred to as~~ the ~~“Amended~~new ~~Note”~~maturity date.

InOn ~~the~~October ~~event~~31, ~~that~~2014, ~~the~~Vision ~~Company~~sold ~~cannot~~all ~~repay~~of ~~the~~its ~~Amended Note~~outstanding orJuhl ~~negotiate~~Energy asecurities ~~change~~to inAirdrie ~~the~~Partners, ~~current~~LP ~~terms~~(“ ofPartners”) ~~the~~including ~~Amended~~assigning the Note, weas ~~will~~amended ~~need~~by Amendment No. 1, to ~~find~~Airdrie ~~additional~~Partners. ~~sources~~On ofthat ~~capital~~date, towe ~~fund~~entered into a second amendment agreement to the ~~balloon~~Note ~~payment~~with ofAirdrie Partners I, LP (“Airdrie Partners”) changing the ~~Amended~~name ~~Note~~of ~~which~~the isholder ~~expected~~from Vision to beAirdrie ~~approximately~~Partners ~~$1.6~~and ~~million~~addressing ~~including~~other ~~interest~~administrative ~~and~~matters ~~assuming~~(the ~~that~~“Amendment No. 2”). All other terms of the ~~Company~~Note ~~makes~~and ~~all~~Amendment ~~monthly~~No. ~~$40,000~~1 ~~payments~~to ~~until~~the Note remain the ~~due~~same. ~~date~~For ofpurposes hereof, the ~~balloon~~Note, ~~payment~~Amendment No. ~~There~~1 ~~are~~to nothe ~~assurances~~Note ~~that~~and ~~additional~~Amendment ~~sources~~No. of2 ~~capital~~to ~~will~~the beNote ~~available~~are referred to ~~refinance~~as the “Amended Note ~~when due~~”.

The Company is currently investigating funding options with respect to the payment of the Amended Note due July 31, 2015. The Company will need to find additional sources of capital to fund the balloon payment of the Amended Note which is expected to be approximately $1.6 million including interest and assuming that the Company makes all monthly $40,000 payments until the due date. There are no assurances that additional sources of capital will be available to refinance the Amended Note when due.

Turbine Supply Note and Legal Proceedings

Our balance sheet at ~~September~~March 3031, ~~2014~~2015 includes a promissory note payable of approximately $3,~~107~~262,000 to a turbine supplier for amounts due for turbines on the Winona County wind project. The note was initially payable in April 2012 assuming that the project was able to raise permanent project debt financing. It has proven difficult for the underlying project to obtain outside debt or equity financing as a result of the nature of turbines being a new introduction to the U.S. market together with turbine performance issues. Until such time that debt or other sources of outside financing is achieved, the note is payable through free cash flows available from the Winona County wind project, and as such, approximately $23,~~981~~166,000 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 County wind project.

The turbine supplier has filed a suit against the Winona County wind project and the Company (and other defendants) for non-payment of the note, among other claims, which the defendants, including the Company, dispute such allegations (as described more fully under “Legal Proceedings”). We do not expect that our liquidity will be affected other than the ongoing defense costs related to the suit and costs to arbitrate our counterclaims for breach of contract. We are currently working with the insurance carrier for coverage of defense costs and to-date we have not yet received any reimbursements under the applicable liability policy.

Working Capital Financing

We have established a $600,000 bank line of credit for the engineering services business ~~and $500,000 bank line of credit for the tower services business~~ to assist in the funding of business activities using accounts receivable as a borrowing base; however, the bank ~~lines~~line ~~are~~is subject to the amount of open receivables and eligibility requirements, and must be renewed annually. ~~The~~In addition, we have a $500,000 bank line of credit for the tower services business ~~matures~~that expired in ~~January~~April 2015 ~~and~~that wewill ~~have~~require ~~not~~us ~~yet~~to ~~determined~~either ifpay weoff ~~will~~with ~~seek~~assets ~~any~~of ~~further~~the ~~extension~~discontinued tower services division, or funds made available from the ~~lender~~parent ~~pending~~company, ~~future~~acting ~~decisions~~as ~~about~~guarantor ~~joint~~of ~~venture~~the orloan ~~other~~balance ~~approaches~~of ~~toward~~approximately ~~the~~$75,000 ~~tower~~as ~~services~~of ~~business~~May 6, 2015. WeWhile ~~have~~the ~~been~~lender inhas ~~noncompliance~~not ~~with~~foreclosed ~~certain~~on ~~covenants~~the loan, we will be working further with ~~respect~~the lender to sell assets of the tower ~~services~~division in order to repay the loan; ~~however~~balance, weand ~~were~~possibly ~~able~~extend the loan to ~~secure~~allow anus ~~extension~~additional oftime ~~the~~to ~~tower~~accomplish ~~services~~asset ~~bank~~sales. ~~line~~We have been in ~~September~~noncompliance ~~2014~~with certain covenants with respect to the tower services loan.

We believe that funds generated from existing cash resources, planned development fee revenue, current contractual agreements, cost controls, salary deferrals and winding down of the tower services operations will be sufficient to finance our ongoing operations and planned capital expenditures; however, we will not have adequate resources to fully retire the Amended Note Obligation when it comes due on July 31, 2015.

Our ability to continue our operations is dependent on management’s plans, which include new development revenue, the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, until such time that funds provided by operations are sufficient to fund working capital requirements. We may need to incur additional liabilities with certain related parties to sustain our existence. If we were not to continue as a going concern, we would likely not be able to realize our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of our financial statements.

There can be no assurances that the Company will be successful in generating additional cash from equity or debt financings or other sources to be used for operations. Should the Company not be successful in generating cash resources from new development revenue, current contractual agreements, cost controls, and strategic funding, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

Future Growth and Financing

We are currently analyzing existing wind farm or solar portfolios of owners who may be interested in selling their ownership interests in such portfolios. We would ~~expect~~anticipate tothat ~~primarily~~we ~~utilize~~may ~~sales~~sell ofequity securities such as Juhl Renewable Assets Series A Preferred Stock in combination with resources that we believe will be available to us from outside debt or tax equity investment resources in order to finance these initiatives. We have ~~identified~~entered ~~various~~into ~~projects~~a ~~for~~non-binding ~~further~~term ~~analysis,~~sheet ~~but~~in itApril is2015 ~~not~~for ~~yet~~the ~~possible~~acquisition toof ~~predict~~an ~~whether~~additional we20-25 ~~will~~MW beof ~~successful~~wind energy facilities in ~~any~~the ~~negotiations~~Upper ~~for~~Midwest. ~~the~~The acquisition ofis ~~any~~subject ~~such~~to ~~projects.~~the Ancompletion ~~example~~ of andue ~~acquisition~~diligence ~~occurred~~activities, ontogether ~~August~~with ~~11,~~making ~~2014,~~financial ~~whereby~~arrangements ~~the~~with ~~Company~~third ~~closed~~parties onfor the ~~purchase~~payment of ~~100%~~the ofpurchase ~~the~~price ~~membership~~and ~~interests~~additional offunding ~~limited~~for ~~liability~~working ~~companies~~capital, ~~comprising~~cash ~~3.2~~reserves MWand ofother ~~wind~~soft ~~energy~~costs ~~facilities~~expected to be in ~~Iowa~~the range of $6-8 million. ~~The~~We ~~purchase~~would ~~price~~expect ~~was~~a ~~paid~~closing ~~using~~in ~~approximately~~mid-summer $12015.9 ~~million~~We ofhave ~~proceeds~~identified ~~raised~~various byprojects ~~Juhl~~for ~~Renewable~~further ~~Assets~~analysis, ~~along~~but it is difficult to predict with aany ~~new~~certainty ~~$2.5~~whether ~~million~~we ~~bank~~will ~~note~~be ~~that~~successful isin ~~recourse~~any ~~only~~negotiations tofor the ~~underlying~~acquisition ~~wind~~of ~~farm~~any ~~assets~~further projects.

We will continue our internal efforts to assist project owners in arranging financing terms for each wind farm and solar project under development, and also to acquire energy assets. The ability to assist project owners with obtaining debt and equity financing, or obtaining financing for asset purchases, is a material factor in producing our future development fee and electricity sales revenue streams and cash flow. Further, our goal is to be able to use our capitalization resulting from our subsidiaries such as Juhl Renewable Assets, a preferred renewable asset equity vehicle, to pre-fund development costs to help alleviate the dependence on third parties to loan money to project owners and to help secure development fees from such projects to stabilize revenue streams and cash flow.

Despite the political climate which has resulted in uncertainty around federal energy policy, we have been able to secure development rights for late stage wind farm development opportunities that could enable us to complete 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 securing new business or undertaking additional mergers or acquisitions, and offset the inconsistent revenue patterns that we see in our wind farm development business.

36Subject to our ability to address our current liquidity issues as referenced above, our future growth strategy is dependent upon diversifying our service offerings in the renewable energy space through the integration of our operating subsidiaries to generate a predictable revenue stream. Specific to wind, we will continue to pursue new 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 will be sufficient to ensure that funds generated from operations, together with existing cash and funds available from borrowing under any open credit agreement. We expect to increase our engineering services revenue through organic growth by focusing on the utility and energy sector. The capital required to achieve services growth can be accommodated within our existing working capital and bank line capability.

~~Subject~~In toconjunction ~~our~~with ~~ability to address~~ our ~~current~~financing ~~liquidity~~activities ~~issues~~ as ~~referenced~~described above, ~~our~~we ~~future~~believe ~~growth~~that ~~strategy~~we iswould ~~dependent~~be ~~upon~~able ~~diversifying~~to ~~our~~more ~~service~~quickly ~~offerings~~bring inwind ~~the~~farm ~~renewable~~or ~~energy~~solar ~~space~~projects through the ~~integration~~early ofdevelopment ~~our~~and ~~operating~~construction ~~subsidiaries~~stages toif ~~generate~~we awere ~~predictable~~able ~~revenue~~to ~~stream. Specific~~access toa ~~wind,~~funding wemechanism ~~will~~that ~~continue~~we tocould ~~pursue~~utilize ~~new~~in ~~community~~sponsoring wind farm developments. We inwill ~~order~~continue to ~~maintain~~seek anthis ~~active~~type ~~backlog~~ of ~~projects~~sponsoring arrangement, ~~including~~and ~~distributed~~one ~~generation~~that ~~projects~~could ~~that~~possibly ~~involve~~work ~~corporate~~in ~~businesses~~tandem ~~that,~~with ~~like~~our ~~utilities,~~current ~~express~~project aownership ~~desire~~entity, toJuhl ~~purchase~~Renewable ~~electricity~~Assets. ~~produced~~Through byJuhl ~~wind~~Renewable ~~farms~~Assets, onthis ~~long-term~~provides ~~contracts.~~us ~~However,~~with wethe ~~cannot~~ability ~~assure~~to ~~that~~acquire ~~actions~~ownership ~~will~~positions bein ~~successful~~energy assets. ~~Should~~We intend ~~revenue~~to ~~decline~~raise funds to apurchase ~~level~~additional ~~significantly~~wind ~~below~~and ~~our~~other ~~current~~energy-related ~~expectations,~~assets wethrough ~~would~~the ~~reduce~~selling ~~capital~~of ~~expenditures~~preferred ~~and~~stock ~~implement~~in ~~cost-reduction~~Juhl ~~initiatives~~Renewable ~~which~~Assets wein ~~believe~~order ~~will~~to befund ~~sufficient~~our toacquisition ~~ensure~~opportunities. By ~~that~~securing ~~funds~~our ~~generated~~own ~~from~~funding ~~operations,~~for ~~together~~ownership ~~with~~positions, ~~existing~~this may ~~cash~~avoid delays and ~~funds~~difficulties ~~available~~of obtaining financing from ~~borrowing~~traditional ~~under~~lending ~~any~~sources ~~open~~and ~~credit~~continue ~~agreement.~~to provide access to financing.

In conjunction with our financing activities as described above, we believe that we would be able to more quickly bring wind farm or solar 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 intend to raise funds to purchase such wind and related assets through the selling of preferred stock in Juhl Renewable Assets in order to fund our strategic acquisition operations. This may avoid delays and difficulties of obtaining financing from traditional lending sources and continue to provide access to financing.

Upon completion of the Vision Purchase Agreement on April 1, 2014 as well as completing the conversion of shares of Series A Preferred Stock with one other remaining holder of Series A Preferred Stock, Juhl Energy’s capital structure has now been simplified by eliminating all of the Series A Preferred Stock and removing the current quarterly dividend payment that has accompanied the preferred equity held by Vision and Daybreak.

Net Cash – Operating Activities

Net cash used in operating activities increased by approximately $~~444~~216,000, from the net cash used in operating activities of approximately $1278,~~469,~~000 for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2013~~2014 to net cash used in operating activities of approximately $1494,~~913,~~000 for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2014~~2015.

The net cash used in operating activities of $1494,~~913,~~000 for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2014~~2015 is primarily due to ~~approximately~~funding ~~$1.3~~the ~~million~~operating ~~used~~loss ~~for~~incurred ~~working~~in ~~capital~~the ~~and~~first ~~funding~~quarter ~~losses~~2015 inand ~~the~~paying ~~operations~~down ofvarious ~~the~~accounts ~~Juhl~~payable ~~Tower~~as ~~Services~~a ~~business,~~result ~~and~~of ~~funding~~the ~~general~~development ~~corporate~~fee ~~expenses~~proceeds ~~such~~collected asin ~~professional~~late ~~fees~~December 2014. We will continue to manage operating expenses for cash flow control as we seek to diversify our revenue base and develop more consistent cash flows from the Renewable Energy Development segment.

Net Cash – Investing Activities

Net cash used in investing activities increased by approximately $119,~~340,~~000, from the net cash used in investing activities of approximately $~~617~~62,000 for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2013~~2014 to net cash used in investing activities of approximately $181,~~957,~~000 for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2014~~2015. The change is primarily attributable to ~~approximately~~an ~~$1,805,000~~increase ~~paid for the acquisition of the Iowa Wind Farms~~ in ~~2014, offset by approximately $736,000 of cash payments made in~~ the ~~prior~~purchases ~~period for the PEC acquisition. In addition, the prior period included approximately $320,000~~ of ~~cash~~property ~~proceeds from the maturity of a certificate of deposit. Property~~ and equipment ~~additions were approximately $98,000 and $134,000 during the nine months ended September 30, 2014 and 2013, respectively~~.

Net Cash – Financing Activities

Net cash flow ~~provided~~used byin financing activities increased by approximately $31,~~030~~260,000, from the net cash flow provided by financing activities of approximately $~~925~~411,000 for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2013~~2014 to net cash ~~provided~~used byin financing activities of approximately $3849,~~955,~~000 for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2014~~2015. The increase in cash ~~provided~~used byin financing activities is primarily attributable to ~~approximately~~an ~~$1,800,000~~increase in ~~net~~dividends ~~proceeds~~paid ~~from the August 2014 common stock offering, before payment~~ of approximately $~~165~~109,000 ofas ~~offering~~a ~~costs~~result ~~included in accounts payable, an increase~~ of ~~approximately $1,041,000 in net proceeds from~~ the ~~sale~~additional ofshares ~~preferred stock~~ of ~~our subsidiary~~ Juhl Renewable Assets, apreferred ~~reduction~~stock inoutstanding, ~~restricted~~increase ~~cash~~in ofprincipal ~~approximately~~payments ~~$629,000~~on ~~and~~notes ~~release~~payable of approximately $~~404~~445,000, ~~from~~and ~~lender~~no ~~escrow~~receipt ~~reserves in excess~~ of ~~current~~note ~~year~~payable ~~escrow~~proceeds ~~contributions, offset by approximately $297,000~~ in ~~loan~~2015 ~~financing~~as ~~costs,~~compared ~~approximately $80,000 in payments~~ to ~~repurchase~~the ~~preferred~~receipt ~~stock~~ of ~~Vision, and increased dividend payments of~~ approximately $~~125~~642,000 ~~as a result~~ in ~~the~~2014 ~~growth~~from offinancing ~~Juhl Renewable Assets preferred stock~~activities.

Reconciliation of Non-GAAP Financial Measure

Adjusted EBITDA is a non-GAAP financial measure and as used herein represents net income before interest expense, depreciation and amortization, and other charges including unrealized gain/loss on an interest rate swap arrangement, revenue levelization accounting on power purchase contracts, stock compensation expense, asset impairment charges, and discontinued operations. We present Adjusted EBITDA because we believe it is an important supplemental measure of our performance that is frequently used by others in evaluating companies in our industry. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measure derived in accordance with GAAP or as an alternative to net cash provided by operating activities as a measure of our profitability or liquidity. Adjusted EBITDA has significant limitations, including that it does not reflect our cash requirements for capital expenditures, contractual commitments, working capital or debt service. In addition, other companies may calculate Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

The following table sets forth a reconciliation of net income (loss) as determined in accordance with GAAP to Adjusted EBITDA for the periods indicated:

	Three Months Ended
	March 31,
	2015			2014
Net income (loss)	$	(544,567	)	$	(1,311,121	)
Interest expense, net of interest income		218,303			199,576
Depreciation and amortization		376,264			344,942
Loss on fair value of interest rate swap		-			74,673
Revenue levelization/Unfavorable PPA contract		63,398			82,916
Stock compensation expense		155,133			145,261
Discontinued operations		(17,156	)		517,308

Adjusted EBITDA	$	251,375		$	53,555

Impact of Inflation

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

Seasonality

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

Off-Balance Sheet Arrangements

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 the closing of an equity commitment on the Honda project in November 2013, the Company has made certain parent company guarantees to the equity investor involving the satisfactory performance of its subsidiaries for the completion of the project construction and the warranty obligations under the construction agreement. If such guarantees would result in amounts due under the guarantees to be more than 50% of the approximate $10 million project cost, the Company would have the option to repurchase the project from the equity investor for the project cost.

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 outside the control of the Company 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 the Company 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%. In October 2013, one of the parties representing $518,000 of the preferred membership investors, exercised their put right and the Company expects that it will redeem such interests byduring ~~the end of January~~ 2015.

●

The Company has agreed, with respect to a put right made available to one of the Common Members in the Valley View wind farm project (who contributed $500,000) to redeem any of its units then held by the respective individual investor 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.

● The Company has made certain representations and warranties with regard to indemnifications in conjunction with the funding activities of the Grant County wind farm, 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.

Variable Interest Entities

The Company has determined that one of its wind farm projects is variable interest entity (“VIE”). The footnotes to our consolidated financial statements in this report provide our analysis and judgments with respect to whether or not the Company should consider consolidation of these VIE’s into our ~~consolidated~~ 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 ~~September~~March 3031, ~~2014~~2015, the end of the period covered by this report. Based upon management’s evaluation, our Principal Executive Officer and our Principal Financial Officer concluded ~~primarily based on the material weakness in internal control over financial reporting as reported in the Company’s Annual Report on Form 10-K filed on April 7, 2014~~ that, as of ~~September 30~~March 31, ~~2014~~2015, our disclosure controls and procedures were not effective at a reasonable assurance level, based on the material weakness defined below, 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. Under the supervision and with the participation of management, as of the end of the period covered by this report, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act).

Changes in Internal Control Over Financial Reporting

There ~~have~~were ~~been~~ no changes in our internal ~~controls~~control over financial reporting ~~during~~(as ~~the~~defined ~~three~~in Rules 13a-~~month~~15(f) ~~period~~and 15d-15(f) under the Exchange Act) that occurred during our last fiscal quarter ended ~~September~~March 3031, ~~2014~~2015 that have materially affected, or are reasonably likely to materially affect, our internal ~~controls~~control over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. While the ultimate outcome of these matters is not presently determinable, the ~~Company~~company believes that the resolution of outstanding claims will not have a material adverse effect on the Company. Due to the uncertainties in the settlement process, it is at least reasonably possible that management’s view of outcomes will change in the near term.

On December 5, 2013, Unison Co., Ltd. (“Plaintiff”) filed a civil complaint against Juhl Energy, Juhl Energy Development, Winona Wind Holdings, LLC, Winona County Wind, LLC, members of management, and others (the “Defendants”) in the U.S. District Court for the District of Minnesota. The lawsuit arises out of the purchase of two wind turbine generators from Plaintiff, whereby Juhl Energy Development financed the cost of the wind turbines by obtaining a loan from ~~the~~ Plaintiff. The wind turbines were installed at a wind farm project in Winona County, Minnesota. The complaint purports to state causes of action for (i) fraudulent inducement, (ii) breach of Juhl Energy Development’s Financing Agreement with Unison: (iii) breach of the implied covenant of good faith and fair dealing; (iv) tortious interference with contractual relationship; and (v) unjust enrichment. Plaintiff is seeking the following: (i) awarding Plaintiff money damages in amount in excess of $75,000 together with pre-judgment and post-judgment interest as allowable by law; (ii) awarding Plaintiff amounts by which Defendants were unjustly enriched; and (iii) awarding Plaintiff its attorney fees, costs, and disbursements by law or equity. The Defendants, including the Company, dispute all allegations in the complaint and are defending the action. The Defendants, including the Company, have filed a counterclaim in arbitration in accordance with transaction documents for breach of turbine warranty and other claims.

Item 1A. RISK FACTORS

Not applicable.

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

Effective ~~August~~April 68, ~~2014~~2015, we issued ~~a stock warrant to purchase an aggregate of 537~~250,~~500~~000 restricted shares of common stock to anCrystal ~~underwriter~~Research atAssociates anas ~~exercise~~partial ~~price~~compensation ofby ~~$0.23~~the ~~per~~Company ~~share. The warrants were issued~~ pursuant to a ~~Warrant~~consulting ~~Agreement,~~agreement ~~the~~dated ~~form~~August ~~of which is incorporated by reference as Exhibit 10.2. The warrant was issued in conjunction with the public offering of 10~~21,~~750,000~~ ~~shares~~2014 ofbetween the ~~common stock registered on the~~ Company’s ~~Registration~~and ~~Statement~~Crystal onResearch ~~Form S-1 filed with the U~~Associates.S. ~~Securities~~The ~~and~~restricted ~~Exchange Commission. Neither the warrant nor the underlying common~~ stock was not registered under the Securities Act, or the securities laws of any state, ~~but~~and ~~were~~was issued in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and corresponding provisions of state securities laws. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements, and the ~~Warrant~~certificate ~~Agreement~~evidencing ~~and~~such ~~any~~shares ~~stock certificates issued upon exercise thereof shall~~ contain a legend stating the same.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4. MINE SAFETY DISCLOSURES.

None.

Item 5. OTHER INFORMATION.

a)	None
b)	None

4033

Item 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

			Incorporated by Reference Herein
Exhibit No.	Exhibit Description	Filed Here-with	Exhibit No.	Form/File No.	Filing Date
3.1	Composite Certificate of Incorporation of Juhl Energy, Inc.		3.1	Form S-1 File No. 333-195636	May 1, 2014
3.2	Amended and Restated Bylaws		3	Form 8-K File No. 000-54080	August 22, 2011
10.2	Form of Warrant Issued to Northland Securities, Inc.		10.16	Form S-1/A	June 6, 2014
10.1	Form of Option Award Agreement under Amended and Restated 2008 Incentive Compensation Plan		10.2	Form 10-K File No. 000-54080	April 1, 2013
				File No. 333-195636
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
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	X
32.2	Certification of Principal Financial Officer Pursuant 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	XBRL Instance Document*	X
101.SCH	XBRL Taxonomy Extension Schema Document*	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*	X

* 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.

4134

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 ENERGY, INC.
	(Registrant)
Date: November 19, 2014
Date: May 13, 2015
	/s/ John Mitola
	John Mitola
	President

42 35

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