FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2002
Commission file Number 0-21304
RIDGEWOOD ELECTRIC POWER TRUST II
(Exact name of registrant as specified in its charter.)
Delaware 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)
(201) 447-9000
----------------
Registrant's telephone number, including area code:
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 [ ]
PART I. - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Ridgewood Electric Power Trust II
Consolidated Financial Statements
June 30, 2002
Ridgewood Electric Power Trust II
Consolidated Balance Sheets (unaudited)
- -------------------------------------------------------------------------------
June 30, December 31,
2002 2001
----------- -----------
Assets:
Cash and cash equivalents ........................ $ 319,615 $ 175,403
Restricted cash .................................. 202,570 202,570
Trade receivables ................................ 428,751 267,870
Current portion of note receivable
from sale of investment ......................... 550,798 522,938
Due from affiliates .............................. 20,200 20,200
Other current assets ............................. 21,522 35,909
----------- -----------
Total current assets ....................... 1,543,456 1,224,890
Investment in B-3 Limited Partnership ............ 2,381,330 2,527,395
Plant and equipment .............................. 3,443,695 3,419,000
Accumulated depreciation ......................... (1,528,157) (1,415,698)
----------- -----------
1,915,538 2,003,302
----------- -----------
Electric power sales contract .................... 3,032,000 3,032,000
Accumulated amortization ......................... (909,600) (848,960)
----------- -----------
2,122,400 2,183,040
----------- -----------
Note receivable from sale of investment,
less current portion ............................ -- 277,528
----------- -----------
Total assets .............................. $ 7,962,724 $ 8,216,155
----------- -----------
Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses ............ $ 115,165 $ 230,209
Due to affiliates ................................ 64,007 182,215
----------- -----------
Total current liabilities ................ 179,172 412,424
Commitments and contingencies .................... -- --
Shareholders' Equity:
Shareholders' equity
(235.3775 investor shares issued and
outstanding) .................................. 7,906,961 7,926,938
Managing shareholder's accumulated deficit
(1 management share issued and outstanding) ..... (123,409) (123,207)
----------- -----------
Total shareholders' equity ............... 7,783,552 7,803,731
----------- -----------
Total liabilities and shareholders' equity $ 7,962,724 $ 8,216,155
----------- -----------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust II
Consolidated Statements of Operations (unaudited)
- -------------------------------------------------------------------------------
Six Months Ended Three Months Ended
-------------------------- --------------------------
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
Restated Restated
----------- ----------- ----------- -----------
Power generation
revenue ............ $ 1,508,094 $ 650,588 $ 771,309 $ 275,455
Cost of sales ....... 1,416,567 795,896 718,962 380,410
----------- ----------- ----------- -----------
Gross profit (loss) . 91,527 (145,308) 52,347 (104,955)
General and
administrative
expenses .......... 71,727 351,535 39,768 127,534
Management fee paid
to managing
shareholder ....... 58,528 88,669 29,264 62,976
----------- ----------- ----------- -----------
Total other
operating
expenses ....... 130,255 440,204 69,032 190,510
----------- ----------- ----------- -----------
Loss from operations (38,728) (585,512) (16,685) (295,465)
----------- ----------- ----------- -----------
Otherincome(expense):
Interest income ... 39,245 56,817 21,129 28,264
Other income
(expense) ........ 157,673 (36,986) 174,375 (26,679)
Equity income from
B-3 Limited
Partnership ..... 53,934 28,751 102,127 106,671
----------- ----------- ----------- -----------
Other income
(expense), net . 250,852 48,582 297,631 108,256
----------- ----------- ----------- -----------
Net income (loss) ... $ 212,124 $ (536,930) $ 280,946 $ (187,209)
----------- ----------- ----------- -----------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust II
Consolidated Statement of Changes in Shareholders' Equity (unaudited)
- -------------------------------------------------------------------------------
Managing
Shareholders Shareholder Total
----------- ----------- -----------
Shareholders' equity,
December 31, 2001 .. $ 7,926,938 $ (123,207) $ 7,803,731
Net income for period 210,003 2,121 212,124
Cash distributions .. (229,980) (2,323) (232,303)
----------- ----------- -----------
Shareholders' equity,
June 30, 2002 ..... $ 7,906,961 $ (123,409) $ 7,783,552
----------- ----------- -----------
See accompanying notes to the consolidated financial statements
Ridgewood Electric Power Trust II
Consolidated Statements of Cash Flows (unaudited)
- -------------------------------------------------------------------------------
Six Months Ended
----------------
June 30, June 30,
2002 2001
Restated
--------- ---------
Cash flows from operating activities:
Net income (loss) ........................ $ 212,124 $(536,930)
--------- ---------
Adjustments to reconcile net income (loss)
to net cash flows from operating
activities:
Depreciation and amortization ............ 173,099 173,064
Equity in earnings from unconsolidated
B-3 Limited Partnership ................ (53,934) (28,751)
Changes in assets and liabilities:
(Increase) decrease in trade receivables (160,881) 686,939
Decrease in other current assets ....... 14,387 13,358
(Decrease) increase in accounts payable
and accrued expenses ................. (115,043) 103,301
Decrease in due to/from affiliates, net (118,210) (286,871)
--------- ---------
Total adjustments .................... (10,914) 897,659
--------- ---------
Net cash (used in) provided by
operating activities ................ (48,458) 124,110
--------- ---------
Cash flows from investing activities:
Proceeds from note receivable ............ 249,668 236,619
Cash distribution from B-3
Limited Partnership ..................... 200,000 100,000
Capital expenditures ..................... (24,695) --
--------- ---------
Net cash provided by
investing activities ................ 424,973 336,619
--------- ---------
Cash flows from financing activities:
Cash distribution to shareholders ........ (232,303) --
--------- ---------
Net cash used in
financing activities ........... (232,303) --
--------- ---------
Net increase in cash and cash equivalents ..... 144,212 460,729
Cash and cash equivalents, beginning of year .. 175,403 173,054
--------- ---------
Cash and cash equivalents, end of period ...... $ 319,615 $ 633,783
--------- ---------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust II
Notes to the Consolidated Financial Statements (unaudited)
- -------------------------------------------------------------------------------
1. General
In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments, which consist of normal recurring
adjustments, necessary for the fair presentation of the results for the interim
periods. Additional footnote disclosure concerning accounting policies and other
manners are disclosed in Ridgewood Electric Power Trust II's (the"Trust")
consolidated financial statements included in the 2001 Annual Report on Form
10-K, which should be read in conjunction with these consolidated financial
statements. Certain prior year amounts have been reclassified to conform to the
current year presentation.
The results of operations for an interim period should not necessarily be taken
as indicative of the results of operations that may be expected for a twelve
month period.
2. Summary Results of Operations for Selected Investments
Summary results of operations for the B-3 Limited Partnership, which are
accounted for under the equity method, were as follows:
Six Months Ended Three Months Ended
----------------------- -----------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
Revenue .......... $2,795,000 $2,709,000 $1,593,000 $1,652,000
Operating expenses 2,670,000 2,456,000 1,481,000 1,459,000
Net income* ...... 125,000 143,000 112,000 193,000
*The partnership agreement requires income (loss) earned by the partnership to
be allocated and distributed to the partners as follows:
1. Gross income is allocated as distributions declared have been allocated to
the partners.
2. The difference between distributions declared and net income before
depreciation is allocated to the partners according to partnership interests
3. Depreciation expense is allocated to the partners proportionally according to
their original capital contributions to the partnership.
3. Summary of Significant Accounting Policies
Accounting Changes
Effective on January 7, 2002, the shareholders of the Trust consented to end its
election to be treated as a Business Development Corporation ("BDC") under the
Investment Company Act of 1940. As a BDC under the 1940 Act, the Trust utilized
generally accepted accounting principles for investment companies. As a result
of the elimination of the BDC status, the Trust now utilizes generally accepted
accounting principles for operating companies. In accordance with the generally
accepted accounting principles for BDCs, investments in power generation
projects were stated at fair value in previously issued financial statements. As
a result of the elimination of the BDC status, consolidation and equity method
accounting principles now apply to the accounting for investments. Accordingly,
the financial data for all prior periods presented have been restated to reflect
the use of consolidation and equity method accounting principles.
New Accounting Standards and Disclosures
SFAS 141
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") 141, Business Combinations, which
eliminates the pooling-of-interest method of accounting for business
combinations and requires the use of the purchase method. In addition, SFAS 141
requires the reassessment of intangible assets to determine if they are
appropriately classified either separately or within goodwill. SFAS 141 is
effective for business combinations initiated after June 30, 2001. The Trust
adopted SFAS 141 on July 1, 2001, with no material impact on the consolidated
financial statements.
SFAS 142
In June 2001, the FASB issued SFAS 142, Goodwill and Other Intangible Assets,
which eliminates the amortization of goodwill and other acquired intangible
assets with indefinite economic useful lives. SFAS 142 requires an annual
impairment test of goodwill and other intangible assets that are not subject to
amortization. Other intangible assets with definite economic lives will continue
to be amortized over their useful lives. The Trust adopted SFAS 142 on January
1, 2002, with no material impact on the consolidated financial statements.
SFAS 143
In June 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations, on the accounting for obligations associated with the retirement of
long-lived assets. SFAS 143 requires a liability to be recognized in the
consolidated financial statements for retirement obligations meeting specific
criteria. Measurement of the initial obligation is to approximate fair value,
with an equivalent amount recorded as an increase in the value of the
capitalized asset. The asset will be depreciated in accordance with normal
depreciation policy and the liability will be increased for the time value of
money, with a charge to the income statement, until the obligation is settled.
SFAS 143 is effective for fiscal years beginning after June 15, 2002. The Trust
will adopt SFAS 143 effective January 1, 2003 and is currently assessing the
impact that this standard may have on the Trust.
SFAS 144
In August 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which replaces SFAS 121, Accounting for the
Impairment of Long-lived Assets and for Long-Lived Assets to Be Disposed Of. For
long-lived assets to be held and used, SFAS 144 retains the requirements of SFAS
121 to (a) recognize an impairment loss only if the carrying amount is not
recoverable from undiscounted cash flows and (b) measure an impairment loss as
the difference between the carrying amount and fair value of the asset. For
long-lived assets to be disposed of, SFAS 144 establishes a single accounting
model based on the framework established in SFAS 121. The accounting model for
long-lived assets to be disposed of by sale applies to all long-lived assets,
including discontinued operations and replaces the provisions of APB Opinion No.
30, Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, for the disposal of segments of a business. SFAS 144
also broadens the reporting of discontinued operations. The Trust adopted SFAS
144 on January 1, 2002, with no material impact on the consolidated financial
statements.
4. Subsequent Events
Letter of Intent
On July 22, 2002 the Trust and the limited partner of the B-3 Limited
Partnership and the Pittsfield Investors Limited Partnership ("PILP") signed a
letter of intent. The letter provides for the purchase of 100% of the Trust's
ownership in the two partnerships in return for $1,200,000 cash and $5,000,000
of interest bearing promissory notes. The Trust anticipates finalizing this
transaction in the third quarter. The Trust wrote off its investment in PILP in
1998.
Long-Term Debt
During the fourth quarter of 1997, the Trust and its principal bank executed a
revolving line of credit agreement, whereby the bank provided a three year
committed line of credit facility of $750,000. The credit facility was extended
until July 31, 2002. Outstanding borrowings bear interest at LIBOR plus 2.5%
(4.336% and 4.376% at June 30, 2002 and December 31, 2001, respectively). During
the third quarter of 2002, the Trust extended its revolving line of credit
agreement with its principal bank through August 31, 2002 and is in the process
of finalizing a further extension until July 31, 2003. The extension provides
the Trust with a committed line of credit of $550,000. The amount outstanding
under the line of credit facility must be reduced to zero for a thirty-day
period each year. The credit agreement will require the Trust to maintain a
ratio of total debt to tangible net worth of no more than 1 to 1 and a minimum
debt service coverage ratio of 2 to 1.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Dollar amounts in this discussion are rounded to the nearest $1,000.
Introduction
The consolidated financial statements include the accounts of the Trust and the
limited partnerships owning the Monterey and California Pumping Projects. The
Trust uses the equity method of accounting for its investment in the B-3 Limited
Partnership, in which the Trust owns a 50.01% non-controlling interest.
Results of Operations
Three Months Ended June 30,2002, Compared to the Three Months Ended June 30,2001
Power generation revenue increased $496,000, or 180.4%, to $771,000 in the
second quarter of 2002 compared to $275,000 for the same period of 2001. The
increase is primarily due to the Monterey project operating on its normal
schedule during the second quarter of 2002 as compared to the second quarter of
2001 when the plant was idle due to Pacific Gas and Electric Company's ("PG&E")
failure to pay the project for power delivered since December 1, 2000, as a
result of the California energy crisis.
Gross profit increased from a loss of $105,000 in the second quarter of 2001, to
a profit of $52,000 in the second quarter of 2002. The increase is a result of
an increase in energy generation.
General and administrative expenses decreased by $88,000 to $40,000 for the
second quarter of 2002. The decrease is attributable to the legal fees incurred
in 2001 due to PG&E's failure to pay the project for power delivered since
December 1, 2000. The management fee decreased from $63,000 in the second
quarter of 2001 to $29,000 in the same period in 2002 as a result of the Trust's
lower net asset balance.
Interest income for the second quarter of 2002 was comparable to the second
quarter of 2001.
Other income (expense) increased by $201,000 in the second quarter of 2002
primarily due to the $190,000 of cash received from the 1999 settlement of the
Waukesha-Pierce litigation.
Equity income from the B-3 Limited Partnership for the second quarter of 2002
was comparable to the second quarter of 2001.
Six Months Ended June 30, 2002, Compared to the Six Months Ended June 30, 2001
Power generation revenue increased $857,000 to $1,508,000 for the first six
months of 2002 compared to $651,000 for the same period of 2001. The increase is
primarily due to the Monterey project operating on its normal schedule in the
first half of 2002 as compared to the first half of 2001 when the plant was
mostly idle due to PG&E's failure to pay the project for power delivered since
December 1, 2000, as a result of the California energy crisis.
Gross profit increased from a loss of $145,000 for the six months ended June
2001, to a profit of $92,000 for the six months ended June 2002. The increase is
a result of an increase in energy generation.
General and administrative expenses decreased by $280,000 to $72,000 for the
first six months of 2002. The decrease is attributable to the legal fees
incurred and the loss recognized on the sale of uncollected receivables in the
first quarter of 2001 due to PG&E's failure to pay the project for power
delivered since December 1, 2000. The management fee decreased from $89,000 in
the first half of 2001 to $59,000 in the same period in 2002 as a result of the
Trust's lower net asset balance.
Interest income decreased from $57,000 for the first half of 2001 to $39,000 for
the first half of 2002 due to the lower principle balance remaining on the
outstanding note receivable.
Other income (expense) increased by $195,000 in the first half of 2002 primarily
due to the $190,000 of cash received from the 1999 settlement of the
Waukesha-Pierce litigation.
Liquidity and Capital Resources
Dollar amounts in this discussion are rounded to the nearest $1,000.
Cash used in operating activities decreased to $48,000 for the first six months
of 2002 as compared to cash provided by operating activities of $124,000 for the
first six months of 2001. The decrease in cash flow from operating activities in
the current year is a result of an increase in trade receivables of
$161,000,which is a result of the Monterey plant operating under a normal
schedule in the second quarter of 2002 as compared to the second quarter of 2001
when it was idle, and payments made to reduce accounts payable, $115,000, and
short term payables to affiliates, $118,000. The Trust also had net income of
$212,000 in the current year as compared to a net loss of $537,000 for the six
months ended June 2001.
Cash provided by investing activities for the first half of 2002 increased to
$425,000 from $337,000 for the first half of 2001. The increase in cash flow is
primarily due to the $200,000 cash distribution received from the B-3 Limited
Partnership in 2002 as compared to the $100,000 distribution received in 2001.
The Trust also spent $25,000 in 2002 on capital expenditures.
Cash used in financing activities for the first six months of 2002 was $232,000
compared to zero for the first six months of 2001. The decrease in cash flow
from financing activities is due to distributions made to shareholders of
$232,000.
During the fourth quarter of 1997, the Trust and its principal bank executed a
revolving line of credit agreement, whereby the bank provided a three year
committed line of credit facility of $750,000. The credit facility was extended
until July 31, 2002. Outstanding borrowings bear interest at LIBOR plus 2.5%
(4.336% and 4.376% at June 30, 2002 and December 31, 2001, respectively). During
the third quarter of 2002, the Trust extended its revolving line of credit
agreement with its principal bank through August 31, 2002 and is in the process
of finalizing a further extension until July 31, 2003. The extension provides
the Trust with a committed line of credit of $550,000. The amount outstanding
under the line of credit facility must be reduced to zero for a thirty-day
period each year. The credit agreement will require the Trust to maintain a
ratio of total debt to tangible net worth of no more than 1 to 1 and a minimum
debt service coverage ratio of 2 to 1.
In August 2001, the Trust issued through its bank a standby letter of credit in
the amount of $504,000 to secure the gas purchases of the Monterey project. The
Trust used its credit facility and a restricted certificate of deposit in the
amount of $202,570 to collateralize the letter of credit which is presented as
restricted cash on the Consolidated Balance Sheets.
The Trust has historically financed its operations from cash generated from its
subsidiaries operations. Obligations of the Trust are generally limited to
payment of the management fee to the Managing Shareholder and payment of certain
accounting and legal services to third parties. The Trust expects that its cash
flows from operations, cash on hand and line of credit will be sufficient to
fund its obligations for the next twelve months.
Forward-looking statement advisory
This Quarterly Report on Form 10-Q, as with some other statements made by the
Trust from time to time, contains forward-looking statements. These statements
discuss business trends and other matters relating to the Trust's future results
and the business climate and are found, among other places, in the notes to
financial statements and at Part I, Item 2, Management's Discussion and
Analysis. In order to make these statements, the Trust has had to make
assumptions as to the future. It has also had to make estimates in some cases
about events that have already happened, and to rely on data that may be found
to be inaccurate at a later time. Because these forward-looking statements are
based on assumptions, estimates and changeable data, and because any attempt to
predict the future is subject to other errors, what happens to the Trust in the
future may be materially different from the Trust's statements here.
The Trust therefore warns readers of this document that they should not rely on
these forward-looking statements without considering all of the things that
could make them inaccurate. The Trust's other filings with the Securities and
Exchange Commission and its Confidential Memorandum discuss many (but not all)
of the risks and uncertainties that might affect these forward-looking
statements.
Some of these are changes in political and economic conditions, federal or state
regulatory structures, government taxation, spending and budgetary policies,
government mandates, demand for electricity and thermal energy, the ability of
customers to pay for energy received, supplies of fuel and prices of fuels,
operational status of plant, mechanical breakdowns, availability of labor and
the willingness of electric utilities to perform existing power purchase
agreements in good faith. Some of the cautionary factors that readers should
consider are described in the Trust's most recent Annual Report on Form 10-K.
By making these statements now, the Trust is not making any commitment to revise
these forward-looking statements to reflect events that happen after the date of
this document or to reflect unanticipated future events.
PART II - OTHER INFORMATION None
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 14, 2002 By /s/ Christopher I. Naunton
Date Christopher I. Naunton
Vice President and
Chief Financial Officer
(signing on behalf of the
Registrant and as
principal financial
officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Ridgewood Electric Power Trust II
(the Trust) on Form 10-Q for the period ending June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, Robert E.
Swanson, Chief Executive Officer of the Trust, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Trust.
/s/ Robert E. Swanson
Robert E. Swanson
Chief Executive Officer
August 14, 2002
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Ridgewood Electric Power Trust II
(the Trust) on Form 10-Q for the period ending June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I,
Christopher I. Naunton, Chief Financial Officer of the Trust, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Trust.
/s/ Christopher I. Naunton
Christopher I. Naunton
Chief Financial Officer
August 14, 2002