UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1996
Commission file Number 0-21304
RIDGEWOOD ELECTRIC POWER TRUST II
(Exact name of registrant as specified in its charter.)
Delaware, U.S.A. 22-3206429
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
947 Linwood Avenue, Ridgewood, New Jersey 07450-2939
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code:
(201) 447-9000
Indicate by check mark whether the registrant(1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
<PAGE>
<TABLE>
PART I. - FINANCIAL INFORMATION
RIDGEWOOD ELECTRIC POWER TRUST II
BALANCE SHEETS
(Unaudited)
<CAPTION>
March 31, December 31,
1996 1995
<S> <C> <C>
Assets
Cash $ 107 $ 101,975
Investments in power
project partnerships 16,116,582 16,056,151
Equipment in storage 331,018 331,018
Other assets 41,192 32,800
Total assets $ 16,488,899 $ 16,521,944
Liabilities and Share-
holders' Equity
Accounts payable and
accrued expenses $ 7,272 $ 44,795
Shareholders' equity
(235.3775 shares issued
and outstanding) 16,517,954 16,513,521
Managing shareholder's
accumulated deficit (36,327) (36,372)
Total shareholders' equity 16,481,627 16,477,149
Total liabilities and
shareholders' equity $ 16,488,899 $ 16,521,944
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
RIDGEWOOD ELECTRIC POWER TRUST II
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996
AND MARCH 31, 1995
(Unaudited)
<CAPTION>
Three months Three months
ended March 31, ended March 31,
1996 1995
______________ ______________
<S> <C> <C>
Income from project
partnerships $ 681,991 $ 183,300
Dividend and interest
income 141 164,138
Total income 682,132 347,438
Management fees 123,546 123,573
Administrative and other
expense 26,291 7,757
Total expenses 149,837 131,330
Net income $ 532,295 $ 216,108
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
RIDGEWOOD ELECTRIC POWER TRUST II
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996
AND MARCH 31, 1995
(Unaudited)
<CAPTION>
Three months ended March 31,
1996 1995
____________ ____________
<S> <C> <C>
Cash flows from operating
activities:
Net income $ 532,295 $ 216,108
Adjustments to
reconcile net income
to cash provided (used)
in operating activities:
Investments in power projects
and partnerships (60,431) (4,569,826)
Purchase of electric power
generating equipment (1,900)
(60,431) (4,571,726)
Changes in assets &
liabilities:
Increase (decrease) in
other assets (8,392)
Decrease (increase) in
accounts payable (37,523) 19,007
Net cash provided (used)
by operations 425,949 (4,336,611)
Cash provided by (used in)
financing activities:
Cash distributions to
Shareholders (527,817) (378,824)
(527,817) (378,824)
Net increase (decrease)
in cash (101,868) (4,715,435)
Cash - Beginning of period 101,975 5,468,432
Cash - End of period $ 107 $ 752,997
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
RIDGEWOOD ELECTRIC POWER TRUST II
NOTES TO FINANCIAL STATEMENTS
1. Organization and Purpose
Nature of business
Ridgewood Electric Power Trust II (the "Trust") was
formed as a Delaware business trust on November 20,
1992 by Ridgewood Energy Holding Corporation acting as
the Corporate Trustee. The managing shareholder of the
Trust is Ridgewood Power Corporation. The Trust began
offering shares on January 4, 1993. The Trust
commenced operations on April 29, 1993 and discontinued
its offering of Trust shares on January 31, 1994.
The Trust was organized to invest in independent power
generation facilities and in the development of these
facilities. These independent power generation
facilities include cogeneration facilities which
produce electricity, thermal energy and other power
plants that use various fuel sources (except nuclear).
The power plants sell electricity and thermal energy to
utilities and industrial users under long-term
contracts.
"Business Development Company" election
Effective April 29, 1993, the Trust elected to be
treated as a "Business Development Company" under the
Investment Company Act of 1940 and registered its
shares under the Securities Exchange Act of 1934.
2. Summary of Significant Accounting Policies
Consolidation
These consolidated financial statements represent the
accounts of the Trust and those subsidiaries formed to
invest in power generation projects. All significant
intercompany accounts and transactions have been
eliminated in consolidation.
Investments in project development and power generation
limited projects
The Trust holds investments in power generation
projects which are stated at fair value. Due to the
illiquidity of the investments, the fair values of the
investments are assumed to equal cost unless current
available information provides a basis for adjusting
the value of the investments.
Revenue recognition
Income from investments is recorded when received.
Interest and dividend income are recorded as earned.
Offering costs
Costs associated with
offering Trust shares (selling commissions,
distribution and offering costs) are reflected as a
reduction of the shareholders' capital contributions.
Cash and cash equivalents
The Trust considers monies invested in a U.S. Treasury
Bills Fund with daily liquidation privileges to be a
cash equivalent.
<PAGE>
Ridgewood Electric Power Trust II
Notes to Financial
Statements
Equipment in storage
Certain used electric power generation equipment has
been purchased by the Trust for future use. The equipment
is held in storage and depreciation is not recorded.
Income taxes
No provision is made for income taxes in the
accompanying financial statements as the income or loss
of the Trust is included in the tax returns of the
individual shareholders.
Reclassification
Certain items in previously issued financial statements
have been reclassified for comparative purposes.
<PAGE>
RIDGEWOOD ELECTRIC POWER TRUST II
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Three months ended March 31, 1996 versus three months ended
March 31, 1995
Results of Operations
For the quarter ended March 31, 1996, the Trust's net
income increased by $316,000 (146.3%) over the same period
in 1992. This reflects a $499,000 (272.1%) increase in
distributions received from Projects in which the Trust has
invested. The increase in large part was generated by the
receipt of distributions from two Projects that the Trust
acquired in early 1995 and that did not make distributions
to the Trust in the first quarter of 1995.
Interest income declined to $0 in the first quarter of
1996 as opposed to $164,000 in the comparable 1995 period,
as the result of the Trust's completing its program of
investing funds. Thus, total income increased $335,000
(96.3%) from the first quarter of 1995 to the 1996 period.
Expenses increased by $19,000 from the 1995 period to the
1996 period, as the result of a $19,000 increase (14.1%) in
administrative and other expenses. The increase reflects
added costs of management caused by the expansion of the
Trust's investment portfolio. The management fee paid to
the Managing Shareholder was substantially unchanged.
The Trust does not consolidate its financial statements
with those of the Projects it owns and does not include the
Projects' revenue, expense and other items in its financial
statements. Revenue from Projects is only recognized as it
is received as distributions by the Trust, and thus revenues
may fluctuate as the result of delays or accelerations of
distributions from Projects. Further, income and cash flow
earned by the three Projects located in California tends to
be seasonal, peaking in the third quarter of the calendar
year as summer heat increases demand for electricity and for
chilled water and falling in the fourth and first quarters,
when major maintenance tends to be scheduled.
Liquidity and Capital Resources
The Trust's working capital decreased to ($7,000) at
March 31, 1996, compared to $702,000 at March 31, 1995, as
the result of distributions of unneeded cash to investors.
With the completion of the Trust's investment program and
because the Managing Shareholder is responsible for
management of the Trust, the Trust's obligations are
substantially limited to payment of the management fee to
the Managing Shareholder and funding certain services from
third parties. Accordingly, to date the Trust has not found
it necessary to maintain material working capital and the
Trust's policy is to distribute as much cash as is prudent
to Investors.
Because the Trust has completed its investment program,
demands on capital resources are expected to be limited to
repairs and routine maintenance, which are to be funded from
operating cash flow of the Projects retained at the Project level.
<PAGE>
PART II - OTHER INFORMATION
Item #6 Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 27. Financial Data Schedule
B. Reports on Form 8-K
No reports have been filed on Form 8-K during this quarter.
<PAGE>
RIDGEWOOD ELECTRIC POWER TRUST II
SIGNATURES
Pursuant to the requirement of the Securities Exchange
Act of 1934, the registrant has duly cause this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
RIDGEWOOD ELECTRIC POWER TRUST II
Registrant
May 20, 1996 By /s/ Robert K. Brady
Date Robert K. Brady
Senior Vice President and
Chief Financial Officer
(signing on behalf of the
Registrant and as
principal financial officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Registrant's unaudited interim financial statements for the quarter ended March
31, 1996 and is qualified in its entirety by reference to those financial
statements.
</LEGEND>
<CIK> 0000895993
<NAME> RIDGEWOOD ELECTRIC POWER TRUST II
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 107
<SECURITIES> 16,116,582
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 107
<PP&E> 331,018
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,488,899
<CURRENT-LIABILITIES> 7,272
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 16,481,627
<TOTAL-LIABILITY-AND-EQUITY> 16,488,899
<SALES> 0
<TOTAL-REVENUES> 682,132
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 149,837
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 532,295
<INCOME-TAX> 0
<INCOME-CONTINUING> 532,295
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 532,295
<EPS-PRIMARY> 2,280.83
<EPS-DILUTED> 2,280.83
<FN>
<F1>Investments in power project partnerships.
<F2>Equipment in storage.
<F3>Represents Investor Shares of beneficial interest in
Trust with capital accounts of $16,517,954 less managing
shareholder's accumulated deficit of $36,327.
</FN>
</TABLE>
