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 June 30, 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>
June 30, December 31,
1996 1995
<S> <C> <C>
Assets
Cash $(10,605) $ 101,975
Investments in power
project partnerships 16,116,582 16,056,151
Equipment in storage 331,018 331,018
Other assets 1,600 32,800
Total assets $ 16,438,595 $ 16,521,944
Liabilities and Share-
holders' Equity
Accounts payable and
accrued expenses $ 42,787 $ 44,795
Shareholders' equity
(235.3775 shares issued
and outstanding) 16,432,993 16,513,521
Managing shareholder's
accumulated deficit (37,185) (36,372)
Total shareholders'
equity 16,395,808 16,477,149
Total liabilities and
shareholders' equity $ 16,438,595 $ 16,521,944
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
RIDGEWOOD ELECTRIC POWER TRUST II
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS AND QUARTERS
ENDED JUNE 30, 1996 AND JUNE 30, 1995
(Unaudited)
<CAPTION>
Six months Quarter Six months
Quarter
ended June 30, ended ended June 30, ended
June 30,
1996 June 30, 1996 1995
1995
<S> <C> <C> <C> <C>
Income from project
partnerships $ 1,217,261 $ 535,270 $ 1,307,851 $
1,124,551
Dividend and interest
income 201 60 167,731
3,593
Total income 1,217,462 535,330 1,475,582
1,128,144
Management fees 201,457 77,911 260,877
137,304
Administrative and other
expense 43,206 16,915 39,705
31,948
Total expenses 244,663 94,826 300,582
169,252
Net income $ 972,799 $ 440,504 $ 1,175,000
958,892
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
RIDGEWOOD ELECTRIC POWER TRUST II
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS AND QUARTERS
ENDED JUNE 30, 1996 AND JUNE 30, 1995
(Unaudited)
<CAPTION>
Six months Quarter Six months
Quarter
ended June 30, ended ended June 30,
ended
1996 June 30, 1996 1995 June
30, 1995
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income $ 972,799 $ 440,504 $ 1,175,000 $
958,892
Adjustments to
reconcile net income
to cash provided (used)
in operating activities:
Investments in power projects
and partnerships (60,431) 0 5,551,475
(981,649)
Purchase of electric power
generating equipment 0 0 (1,900)
0
(60,431) 0 (5,553,375)
(981,649)
Changes in assets &
liabilities:
Decrease (increase) in
other assets 31,200 39,592 50,000
50,000
Decrease (increase) in
accounts payable (2,008) 35,515 (14,218)
(33,225)
Increase (decrease) in due
to Managing Shareholder 0 0 57,480
57,480
Net cash provided (used)
by operations 941,560 515,611 (4,285,113)
51,498
Cash provided by (used in)
financing activities:
Cash distributions to
Shareholders (1,054,140) (526,323) (1,183,319)
(804,495)
(1,054,140) (526,323) (1,183,319)
(804,495)
Net increase (decrease)
in cash (112,580) (10,712) (5,468,432)
(752,997)
Cash - Beginning of period 101,975 107 5,468,432
752,997
Cash - End of period $ (10,605) $ (10,605) $ 0
$ 0
<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 financial statements represent the
accounts of the Trust. Accounts of subsidiaries formed to
invest in power generation projects are not consolidated.
Investments in project development and power generation
limited partnerships
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.
<PAGE>
RIDGEWOOD ELECTRIC POWER TRUST II
NOTES TO FINANCIAL STATEMENTS
The Trust had the following investments in power
generation projects:
June 30, Fair value as of
1996 December 31,
1995
Power generation projects:
Pittsfield Investors
Limited Partnership $ 2,347,330 $ 2,347,330
RSD Power Partners, L.P. 3,507,275 3,507,275
B-3 Limited Partnership 4,001,843 3,941,413
Sunnyside Cogeneration
Partners, L.P. 5,308,467 5,308,467
California Pumping Project 951,667 951,667
TOTALS $16,116,582 $16,056,152
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.
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
Six months ended June 30, 1996 versus six months ended
June 30, 1995
Results of operations
For the six months ended June 30, 1996, the Trust's net income decreased
by $258,000 (17.2%) from the results for the corresponding period of
1995. Total income for the 1996 period of $1,217,000 was $202,000
(17.5%) less than the 1995 period's results, as the result of a $91,000
(6.9%) decrease in revenue from project partnerships. The decrease
primarily reflected reduced distributions from the San Diego (RSD Power
Partners) and Pump Services Projects. Total revenue also dropped
$168,000 as material interest income on funds awaiting permanent
investment ended in the first quarter of 1995, as the result of the
Trust's completing its investment program at that time.
Total expenses fell $56,000 (18.6%) from the 1995 period to the 1996
period, primarily as the result of a $59,000 (22.8%) decrease in the
management fee payable to the Managing Shareholder. The fee as
prescribed in the management agreement is 2.5% per year of Trust net
assets. Administrative and other expenses rose 8.8% from the 1995
period to the 1996 period, caused by audit and tax return preparation expenses.
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 was ($53,000) at June 30, 1996,
compared to ($64,830) at June 30, 1995. With the
completion of the Trust's investment program and because the
<PAGE>
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.
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.
RIDGEWOOD ELECTRIC POWER TRUST II
SIGNATURES
Pursuant to the requirement of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
RIDGEWOOD ELECTRIC POWER TRUST II Registrant
August 13, 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 June 30, 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<CASH> (10,605)
<SECURITIES> 16,116,582<F1>
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> (10,605)
<PP&E> 320,413<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,438,595
<CURRENT-LIABILITIES> 42,787
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 16,395,808<F3>
<TOTAL-LIABILITY-AND-EQUITY> 16,438,595
<SALES> 0
<TOTAL-REVENUES> 1,217,462
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 244,663
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 972,799
<INCOME-TAX> 0
<INCOME-CONTINUING> 972,799
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 972,799
<EPS-PRIMARY> 4132.93
<EPS-DILUTED> 4132.93
<FN>
<F1>Investments in power project partnerships.
<F2>Equipment in storage.
<F3>Represents Investor Shares of beneficial interest in
Trust with capital accounts of $16,432,993 less managing
shareholder's accumulated deficit of $37,185.
</FN>
</TABLE>
