UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2008
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission file number: 0-21304
RIDGEWOOD ELECTRIC POWER TRUST II
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | | 22-3206429 |
(State of Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
| 1314 King Street, Wilmington, Delaware | | 19801 |
| (Address of Principal Executive Offices) | | (Zip Code) |
| | (302) 888-7444 | |
| | (Issuer’s Telephone Number, Including Area Code) | |
| Not Applicable |
| (Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x
; (Do not check if a 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 o No x
As of June 30, 2008, there were 235.3775 Investor Shares outstanding.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| RIDGEWOOD ELECTRIC POWER TRUST II | |
| CONDENSED CONSOLIDATED BALANCE SHEETS | |
| (in thousands, except share data) | |
| | | | | | | |
| | | June 30, | | | December 31, | |
| | | 2008 | | | 2007 | |
| | | (unaudited) | | | | |
| ASSETS | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 4,464 | | | $ | 5,250 | |
| Due from affiliates | | | 21 | | | | 5 | |
| Other current assets | | | 30 | | | | 31 | |
| | | | | | | | | |
| Total assets | | $ | 4,515 | | | $ | 5,286 | |
| | | | | | | | | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable and accrued expenses | | $ | 15 | | | $ | 169 | |
| | | | | | | | | |
| Commitments and contingencies | | | | | | | | |
| | | | | | | | | |
| Shareholders’ equity (deficit): | | | | | | | | |
| Shareholders’ equity (235.3775 Investor Shares issued and | | | | | | | | |
| outstanding) | | | 4,656 | | | | 5,267 | |
| Managing shareholder’s accumulated deficit | | | | | | | | |
| (1 management share issued and outstanding) | | | (156 | ) | | | (150 | ) |
| Total shareholders’ equity | | | 4,500 | | | | 5,117 | |
| | | | | | | | | |
| Total liabilities and shareholders’ equity | | $ | 4,515 | | | $ | 5,286 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| RIDGEWOOD ELECTRIC POWER TRUST II | |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |
| (unaudited, in thousands, except per share data) | |
| | | | | | | | | | | | | |
| | | Six Months Ended June 30, | | | Three Months Ended June 30, | |
| | | 2008 | | | 2007 | | | 2008 | | | 2007 | |
| | | | | | | | | | | | | |
| Cost of revenues | | $ | 141 | | | $ | 161 | | | $ | 69 | | | $ | 69 | |
| | | | | | | | | | | | | | | | | |
| Gross loss | | | (141 | ) | | | (161 | ) | | | (69 | ) | | | (69 | ) |
| | | | | | | | | | | | | | | | | |
| Operating expenses: | | | | | | | | | | | | | | | | |
| General and administrative expenses | | | 515 | | | | 255 | | | | 82 | | | | 151 | |
| Management fee to Managing Shareholder | | | 38 | | | | 4 | | | | 19 | | | | 2 | |
| Total operating expenses | | | 553 | | | | 259 | | | | 101 | | | | 153 | |
| | | | | | | | | | | | | | | | | |
| Loss from operations | | | (694 | ) | | | (420 | ) | | | (170 | ) | | | (222 | ) |
| | | | | | | | | | | | | | | | | |
| Other income: | | | | | | | | | | | | | | | | |
| Interest income | | | 51 | | | | - | | | | 17 | | | | - | |
| Other income | | | 26 | | | | - | | | | 26 | | | | - | |
| Gain on sale of investment | | | - | | | | 334 | | | | - | | | | 167 | |
| Total other income | | | 77 | | | | 334 | | | | 43 | | | | 167 | |
| | | | | | | | | | | | | | | | | |
| Net loss | | $ | (617 | ) | | $ | (86 | ) | | $ | (127 | ) | | $ | (55 | ) |
| | | | | | | | | | | | | | | | | |
| Managing Shareholder - Net loss | | $ | (6 | ) | | $ | (1 | ) | | $ | (1 | ) | | $ | - | |
| Shareholders - Net loss | | | (611 | ) | | | (85 | ) | | | (126 | ) | | | (55 | ) |
| Net loss per Investor Share | | | (2,595 | ) | | | (361 | ) | | | (534 | ) | | | (234 | ) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| RIDGEWOOD ELECTRIC POWER TRUST II | |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |
| (unaudited, in thousands) | |
| | | | | | | |
| | | Six Months Ended June 30, | |
| | | 2008 | | | 2007 | |
| | | | | | | |
| Cash flows from operating activities: | | | | | | |
| Net cash (used in) provided by operating activities | | $ | (786 | ) | | $ | 186 | |
| | | | | | | | | |
| Cash and cash equivalents, beginning of period | | | 5,250 | | | | 395 | |
| Cash and cash equivalents, end of period | | $ | 4,464 | | | $ | 581 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
RIDGEWOOD ELECTRIC POWER TRUST II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to SEC rules. These condensed consolidated financial statements should be read in conjunction with the Ridgewood Electric Power Trust II (the “Trust”) Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on March 14, 2008 (the “2007 Form 10-K”). No significant changes have been made to the Trust’s accounting policies and estimates disclosed in its 2007 Form 10-K.
In the opinion of management, the condensed consolidated financial statements as of June 30, 2008, and for the six and three months ended June 30, 2008 and 2007, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the periods presented. The results of operations for the six and three months ended June 30, 2008 and 2007 are not necessarily indicative of the results to be expected for the full year or any other period.
2. DESCRIPTION OF BUSINESS
The Trust is a Delaware trust formed in November 1992. The Trust began offering shares in January 1993 and concluded its offering in January 1994. The objective of the Trust is to provide benefits to its shareholders through a combination of distributions of operating cash flow and capital appreciation. The Managing Shareholder of the Trust is Ridgewood Renewable Power LLC (“RRP” or the “Managing Shareholder”). The Trust was organized to invest primarily in independent power generation facilities located in the US.
The Trust’s accompanying condensed consolidated financial statements include the accounts of the Trust and its wholly-owned subsidiary - Monterey. The investment is a 5.5 megawatt (“MW”) cogeneration project located in California which suspended operations in January 2006 due to a contract dispute with its customer. Since the closing of the Monterey facility in January 2006, the Trust has not had any operating revenues, though it continues to have certain expenses relating to its idle facility. The Monterey project remains closed as of the date of this filing.
3. RECENT ACCOUNTING PRONOUNCEMENTS
SFAS 157
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”), to define fair value, establish a framework for measuring fair value in accordance with generally accepted accounting principles and expand disclosures about fair value measurements. SFAS 157 requires quantitative disclosures using a tabular format in all periods (interim and annual) and qualitative disclosures about the valuation techniques used to measure fair value in all annual periods. In February 2008, FASB issued Staff Position 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS 157 for non-financial assets and non-financial liabilities for the Trust until January 1, 2009, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Trust adopted SFAS 157 for financial assets and financial liabilities effective January 1, 2008, with no material impact on its condensed consolidated financial statements. The Trust is currently evaluating the impact of adopting SFAS 157 for non-financial assets and non-financial liabilities on its condensed consolidated financial statements.
SFAS 159
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”), which expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Trust adopted SFAS 159 effective January 1, 2008, with no material impact on its condensed consolidated financial statements.
SFAS 162
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. This statement shall be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight
Board’s amendments to AU section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Trust is currently evaluating the impact of adopting SFAS 162 on its condensed consolidated financial statements
RIDGEWOOD ELECTRIC POWER TRUST II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, dollar amounts in thousands)
4. COMMITMENTS AND CONTINGENCIES
Monterey has a non-cancelable operating lease which expires in May 2021. Future minimum lease payments as of December 31, 2007 are approximately $12 per annum along with the delivery of by-product steam. In connection with this lease, Monterey has not delivered by-product steam since it was shut down in January 2006. As a result, Monterey may be subject to penalties by the lessor. No claims have been asserted by the lessor as of the date of this filing.
Monterey received notice on December 1, 2005 from PG&E directing Monterey to increase its operations from 13 hours, 5 days a week to 24 hours, 7 days a week. However, PG&E had been operating or "dispatching" Monterey on a 13 by 5 basis for over 15 years. Monterey determined that it could not operate profitably on such a 24 by 7 schedule and was concerned that if it only operated on a 13 by 5 basis, PG&E might refuse to pay for delivered electricity. Monterey requested from PG&E to limit its operations to the 13 by 5 basis, but this request was denied. As a result, effective January 9, 2006, Monterey ceased its operations. Monterey and PG&E have filed lawsuits against the other for breach of contract. The Monterey project remains closed as of the date of this filing. Monterey filed a Complaint against PG&E in the San Francisco Superior Court on May 16, 2006 (the “Monterey Complaint”). The Monterey Complaint seeks damages for breach of contract, damages for PG&E’s breach of the implied covenant of good faith and fair dealing, and a claim for declaratory relief against PG&E, seeking a judicial determination that PG&E’s conduct materially breached the parties’ agreement and justified Monterey’s suspension of performance. Monterey is seeking damages against PG&E estimated at approximately $5,000.
On May 14, 2007, PG&E filed a Complaint in San Francisco Superior Court against Monterey (the “PG&E Complaint”). The PG&E Complaint arises out of the same transactions and occurrences that gave rise to the Monterey Complaint against PG&E. PG&E asserted claims for compensatory damages for breach of contract and breach of the implied covenant of good faith and fair dealing as well as “restitution” of capacity payments made to Monterey on a theory of unjust enrichment, and declaratory relief for repayment of capacity payments made to the Monterey. PG&E was seeking restitution damages against Monterey estimated at approximately $4,800.
The claims made by PG&E have been made solely against Monterey and do not involve any claims against the Trust. In March 2008, Monterey and PG&E reached a tentative settlement of all claims against each other. The Managing Shareholder cannot project the timing of this settlement, or if such a settlement will occur because, among other things, such settlement is subject to the approval of the California Public Utilities Commission; such approval was requested by PG&E in July 2008.
On August 16, 2006, the Managing Shareholder of the Trust and affiliates of the Trust filed lawsuits against the former independent registered public accounting firm for the Trust, Perelson Weiner, LLP (“Perelson Weiner”), in New Jersey Superior Court. The suits alleged professional malpractice and breach of contract in connection with audit and accounting services performed by Perelson Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against the Trust, and its affiliates alleging breach of contract due to unpaid invoices with a combined total of approximately $1,200. Discovery is ongoing and no trial date has been set. The costs and expenses of the litigation are being paid for by the Managing Shareholder and affiliated management companies and not the underlying investment funds, including the Trust.
The Trust is subject to legal proceedings involving ordinary and routine claims related to its business. The ultimate legal and financial liability with respect to such matters cannot be estimated with certainty and requires the use of estimates in recording liabilities for potential litigation settlements. Estimates for losses from litigation are disclosed if considered reasonably possible and accrued if considered probable after consultation with outside counsel. If estimates of potential losses increase or the related facts and circumstances change in the future, the Trust may be required to record additional litigation expense. While it is not possible to predict the outcome of the litigation discussed above with certainty and some lawsuits, claims or proceedings may be disposed of unfavorably to the Trust, based on its evaluation of matters which are pending or asserted, the Trust’s management believes the disposition of such matters will not have a material adverse effect on the Trust’s business or its financial statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this discussion and analysis of the operating results and financial condition as of June 30, 2008 is intended to help readers analyze the accompanying condensed consolidated financial statements, notes and other supplemental information contained in this document. Results of operations for the six and three months ended June 30, 2008 are not necessarily indicative of results to be attained for any other period. This discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements, notes and other supplemental information included elsewhere in this report and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Trust’s 2007 Form 10-K.
Forward-Looking Statements
Certain statements discussed in this item and elsewhere in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Trust’s plans, objectives and expectations for future events and include statements about the Trust’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These statements are based upon management’s opinions and estimates as of the date they are made. Although management believes that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond the Trust’s control, which could cause actual results, performance and achievements to differ materially from the results, performance and achievements projected, expected, expressed or implied by the forward-looking statements. Examples of events that could cause actual results to differ materially from historical results or those anticipated include the outcome of the litigation described in Part II, Item 1. “Legal Proceedings” of this report, changes in political and economic conditions, federal or state regulatory structures, government mandates, the ability of customers to pay for energy received, supplies and prices of fuels, operational status of generating plants, mechanical breakdowns, volatility in the price for electric energy, natural gas or renewable energy. Additional information concerning the factors that could cause actual results to differ materially from those in the forward-looking statements is contained in Item 1A. “Risk Factors” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Trust’s 2007 Form 10-K. The Trust undertakes no obligation to publicly revise any forward-looking statements or cautionary factors, except as required by law.
Critical Accounting Policies and Estimates
The following discussion and analysis of the Trust’s financial condition and operating results is based on its condensed consolidated financial statements. The preparation of this Quarterly Report on Form 10-Q requires the Trust to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Trust’s condensed consolidated financial statements, and the reported amount of revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions. No material changes have been made to the Trust’s critical accounting policies and estimates disclosed in its 2007 Form 10-K.
Results of Operations and Changes in Financial Condition
Six months ended June 30, 2008 compared to the six months ended June 30, 2007
Gross loss of approximately $0.1 million for the six months ended June 30, 2008 was comparable to the same period in 2007. Gross loss primarily represents expenses such as maintenance, rent and property taxes incurred even though the Monterey project was not in operation during both periods.
General and administrative expenses increased by approximately $0.2 million to $0.5 million for the six months ended June 30, 2008, as compared to $0.3 million for the same period in 2007. This was primarily due to an increase in professional fees.
The Trust recorded a gain on sale of investment of $0.3 million for the six months ended June 30, 2007 due to collections of its notes receivable, which were paid in full in October 2007.
Total assets decreased by $0.8 million from $5.3 million at December 31, 2007 to $4.5 million at June 30, 2008, primarily due to a decrease in cash and cash equivalents used to fund operations with no income generated for the period. Total liabilities decreased by $0.1 million from $0.2 million at December 31, 2007 to $15,000 at June 30, 2008 due to a decrease in accounts payable and accrued expenses.
Three months ended June 30, 2008 compared to the three months ended June 30, 2007
Gross loss of $0.1 million for the three months ended June 30, 2008 was comparable to the same period in 2007. Gross loss primarily represents expenses such as maintenance, rent and property taxes incurred even though the Monterey project was not in operation during both periods.
General and administrative expenses decreased by $0.1 million to $0.1 million for the three months ended June 30, 2008, as compared to $0.2 million for the same period in 2007. This was primarily due to a decrease in professional fees.
The Trust recorded a gain on sale of investment of $0.2 million for the three months ended June 30, 2007 due to collections of its notes receivable, which were paid in full in October 2007.
Liquidity and Capital Resources
Six months ended June 30, 2008 compared to the six months ended June 30, 2007
At June 30, 2008, the Trust had cash and cash equivalents of $4.5 million compared to $5.3 million at December 31, 2007, a decrease of $0.8 million. The cash flows for the six months ended June 30, 2008 represents $0.8 million used in operating activities.
Cash used in operating activities for the six months ended June 30, 2008 was $0.8 million compared to cash provided of $0.2 million for the same period in 2007. The decrease in cash flow of $1 million was primarily due to an increase in loss from operations for the six months ended June 30, 2008 as a result of increased professional fees, partially offset by a gain on sale of investment relating to the collections of notes receivable in 2007.
There were no cash flows from either investing or financing activities for the six months ended June 30, 2008 and 2007.
Future Liquidity and Capital Resource Requirements
The Trust expects cash flow from operating activities to be minimal since the operations of Monterey has ceased. The Trust believes sufficient cash and cash equivalents are available to provide working capital and fund capital expenditures for the next 12 months.
Off-Balance Sheet Arrangements and Contractual Obligations and Commitments
There have been no material changes in the off-balance sheet arrangements and contractual obligations and commitments disclosed in the Trust's 2007 Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 4. CONTROLS AND PROCEDURES
In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Trust’s Chief Executive Officer and Chief Financial Officer evaluate the effectiveness of the Trust’s disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e). Based on this evaluation, the Trust’s Chief Executive Officer and Chief Financial Officer concluded that the Trust’s disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by a registrant in reports filed pursuant to the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that information required to be disclosed by a registrant is accumulated and communicated to senior management so as to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
The Trust’s Chief Executive Officer and Chief Financial Officer have concluded that there was no change in the Trust's internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Monterey received notice on December 1, 2005 from PG&E directing Monterey to increase its operations from 13 hours, 5 days a week to 24 hours, 7 days a week. However, PG&E had been operating or "dispatching" Monterey on a 13 by 5 basis for over 15 years. Monterey determined that it could not operate profitably on such a 24 by 7 schedule and was concerned that if it only operated on a 13 by 5 basis, PG&E might refuse to pay for delivered electricity. Monterey requested from PG&E to limit its operations to the 13 by 5 basis, but this request was denied. As a result, effective January 9, 2006, Monterey ceased its operations. Monterey and PG&E have filed lawsuits against the other for breach of contract. The Monterey project remains closed as of the date of this filing. Additionally, as a result of the shutdown, the project has not delivered by-product steam since it was shutdown in January 2006. As a result, it may be subject to penalties from the lessor. Monterey filed a Complaint against PG&E in the San Francisco Superior Court on May 16, 2006 (the “Monterey Complaint”). The Monterey Complaint seeks damages for breach of contract, damages for PG&E’s breach of the implied covenant of good faith and fair dealing, and a claim for declaratory relief against PG&E, seeking a judicial determination that PG&E’s conduct materially breached the parties’ agreement and justified Monterey’s suspension of performance. Monterey is seeking damages against PG&E estimated at approximately $5 million.
On May 14, 2007, PG&E filed a Complaint in San Francisco Superior Court against Monterey (the “PG&E Complaint”). The PG&E Complaint arises out of the same transactions and occurrences that gave rise to the Monterey Complaint against PG&E. PG&E asserted claims for compensatory damages for breach of contract and breach of the implied covenant of good faith and fair dealing as well as “restitution” of capacity payments made to Monterey on a theory of unjust enrichment, and declaratory relief for repayment of capacity payments made to the Monterey. PG&E was seeking restitution damages against Monterey estimated at approximately $4.8 million.
The claims made by PG&E have been made solely against Monterey and do not involve any claims against the Trust. In March 2008, Monterey and PG&E reached a tentative settlement of all claims against each other. The Managing Shareholder cannot project the timing of this settlement, or if such a settlement will occur because, among other things, such settlement is subject to the approval of the California Public Utilities Commission; such approval was requested by PG&E in July 2008.
On August 16, 2006, the Managing Shareholder of the Trust and affiliates of the Trust, filed lawsuits against the former independent registered public accounting firm for the Trust, Perelson Weiner, LLP (“Perelson Weiner”), in New Jersey Superior Court. The suits alleged professional malpractice and breach of contract in connection with audit and accounting services performed by Perelson Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against the Trust, and its affiliates alleging breach of contract due to unpaid invoices with a combined total of approximately $1.2 million. Discovery is ongoing and no trial date has been set. The costs and expenses of the litigation are being paid for by the Managing Shareholder and affiliated management companies and not the underlying investment funds, including the Trust.
There have been no material changes to the risk factors disclosed in the Trust's 2007 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
| Exhibit No. | | Description |
| 31.1 | * | Certification of Randall D. Holmes, Chief Executive Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a). |
| | | |
| 31.2 | * | Certification of Jeffrey H. Strasberg, Chief Financial Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a). |
| | | |
| 32 | * | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief Executive Officer of the Registrant, and Jeffrey H. Strasberg, Chief Financial Officer of the Registrant. |
* Filed herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | RIDGEWOOD ELECTRIC POWER TRUST II | |
| | | | |
| | | | |
| Date: August 11, 2008 | By: | /s/ Randall D. Holmes | |
| | | Randall D. Holmes | |
| | | President and Chief Executive Officer | |
| | | (Principal Executive Officer) | |
| | | | |
| Date: August 11, 2008 | By: | /s/ Jeffrey H. Strasberg | |
| | | Jeffrey H. Strasberg | |
| | | Executive Vice President and Chief Financial Officer | |
| | | (Principal Financial and Accounting Officer) | |
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