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 September 30, 2003
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.)
1314 King Street, Wilmington, Delaware 19801
---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(302) 888-7444 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
September 30, 2003
Ridgewood Electric Power Trust II
Consolidated Balance Sheets (unaudited)
- --------------------------------------------------------------------------------
September 30, December 31,
2003 2002
----------- -----------
Assets:
Cash and cash equivalents ........................ $ 1,315,609 $ 1,348,825
Restricted cash .................................. -- 550,000
Trade receivables ................................ 321,755 255,082
Current portion of note receivable ............... -- 277,528
Due from affiliates .............................. 16,015 14,512
Unrealized gain on gas purchase contract ......... 154,162 --
Other current assets ............................. 63,718 47,151
----------- -----------
Total current assets ...................... 1,871,259 2,493,098
Note receivable from transfer of
investment in Limited Partnership
interests under contractual agreements ........ 879,462 1,207,795
Plant and equipment .............................. 3,441,432 3,441,432
Accumulated depreciation ......................... (1,813,876) (1,643,080)
----------- -----------
1,627,556 1,798,352
----------- -----------
Electric power sales contract .................... 3,032,000 3,032,000
Accumulated amortization ......................... (1,061,200) (970,240)
----------- -----------
1,970,800 2,061,760
----------- -----------
Unrealized gain on gas purchase contract,
net of current portion .......................... 99,645 --
----------- -----------
Total assets ............................. $ 6,448,722 $ 7,561,005
----------- -----------
Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses ............ $ 118,806 $ 286,007
Due to affiliates ................................ 58,252 47,883
----------- -----------
Total current liabilities ................ 177,058 333,890
Commitments and contingencies
Shareholders' Equity:
Shareholders' equity (235.3775
investor shares issued and
outstanding) .................................. 6,410,192 7,356,088
Managing shareholder's accumulated deficit
(1 management share issued and outstanding) ..... (138,528) (128,973)
----------- -----------
Total shareholders' equity ............... 6,271,664 7,227,115
----------- -----------
Total liabilities and shareholders' equity $ 6,448,722 $ 7,561,005
----------- -----------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust II
Consolidated Statements of Operations(unaudited)
- ------------------------------------------------------------------------------
Nine Months Ended Three Months Ended
-------------------------- --------------------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
----------- ------------ -------------- -----------
Power generation
revenue .......... $ 2,034,773 $ 2,408,222 $ 759,393 $ 900,128
Cost of sales ..... 2,006,328 2,199,023 803,876 782,456
----------- ----------- ----------- -----------
Gross profit (loss) 28,445 209,199 (44,483) 117,672
General and
administrative
expenses ......... 103,004 133,289 29,483 61,532
Management fee
paid to managing
shareholder ...... 81,305 87,783 27,101 29,255
----------- ----------- ----------- -----------
Total other
operating
expenses ....... 184,309 221,072 56,584 90,787
----------- ----------- ----------- -----------
Income (loss) from
operations ....... (155,864) (11,873) (101,067) 26,885
----------- ----------- ----------- -----------
Other income
(expense):
Interest income 20,192 53,601 7,953 14,356
Other income
(expense) ..... (3,687) 144,129 (299) (13,544)
Unrealized gain
on gas purchase
contract, net . 253,807 -- 253,807 --
Equity income
(loss)from B-3
Limited
Partnership ... -- 2,900 -- (51,034)
----------- ----------- ----------- -----------
Other income
(expense), net 270,312 200,630 261,461 (50,222)
----------- ----------- ----------- -----------
Net income (loss) . $ 114,448 $ 188,757 $ 160,394 $ (23,337)
----------- ----------- ----------- -----------
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, 2002 .. $ 7,356,088 $ (128,973) $ 7,227,115
Net income for period 113,304 1,144 114,448
Cash distributions .. (1,059,200) (10,699) (1,069,899)
------------ ------------- -------------
Shareholders' equity,
September 30, 2003 . $ 6,410,192 $ (138,528) $ 6,271,664
------------ -------------- -------------
See accompanying notes to the consolidated financial statements
Ridgewood Electric Power Trust II
Consolidated Statements of Cash Flows (unaudited)
- --------------------------------------------------------------------------------
Nine Months Ended
September 30, September 30,
2003 2002
------------ -----------
Cash flows from operating activities:
Net income (loss) .................... $ 114,448 $ 188,757
----------- -----------
Non-cash adjustments to reconcile
net income to net cash flows from
operating activities:
Depreciation and amortization ........ 261,756 260,715
Equity in earnings from unconsolidated
B-3 Limited Partnership ............. -- (2,900)
Unrealized gain on gas purchase
contract ............................ (253,807) --
Changes in assets and liabilities:
Decrease in restricted cash ........ 550,000 --
Increase in trade receivables ...... (66,673) (90,561)
Increase in other current assets ... (16,567) (31,386)
(Decrease) increase in accounts
payable and accrued expenses ...... (167,201) 138,659
Increase (decrease) in due to/from
affiliates, net ................... 8,866 (122,763)
----------- -----------
Total adjustments ................ 316,374 151,764
----------- -----------
Net cash provided by
operating activities ............ 430,822 340,521
----------- -----------
Cash flows from investing activities:
Proceeds from note receivable ........ 277,528 381,679
Proceeds from note receivable
from transfer of investment
in Limited Partnership interests .... 328,333 1,178,876
Cash distribution from B-3
Limited Partnership ................. -- 200,000
Capital expenditures ................. -- (24,695)
----------- -----------
Net cash provided by investing
activities ........................ 605,861 1,735,860
----------- -----------
Cash flows from financing activities:
Cash distribution to shareholders .... (1,069,899) (464,518)
----------- -----------
Net cash used in financing
activities ........................ (1,069,899) (464,518)
----------- -----------
Net (decrease) increase in cash and
cash equivalents ......................... (33,216) 1,611,863
Cash and cash equivalents, beginning
of year .................................. 1,348,825 175,403
----------- -----------
Cash and cash equivalents, end of period .. $ 1,315,609 $ 1,787,266
----------- -----------
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
matters are disclosed in Ridgewood Electric Power Trust II's (the "Trust")
consolidated financial statements included in the 2002 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.
The consolidated financial statements include the accounts of the Trust and the
limited partnerships owning the Monterey and California Pumping Projects. The
Trust used the equity method of accounting for its investment in the B-3 Limited
Partnership, in which the Trust owned a 50.01% non-controlling interest through
September 20, 2002.
2. Summary Results of Operations for Selected Investments
Summary results of operations for the B-3 Limited Partnership, which was
accounted for under the equity method prior to the legal transfer of ownership
in September 2002, are as follows:
Nine Months Ended Three Months Ended
September 30, September 30,
2002 2002
---------- -------------
Revenue .......... $4,478,000 $1,683,000
Operating expenses 4,343,000 1,673,000
Net income* ...... 135,000 10,000
*The partnership agreement required 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. New Accounting Standards and Disclosures
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
adopted SFAS 143 effective January 1, 2003, with no material impact on the
consolidated financial statements.
SFAS 145
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Correction.
SFAS No. 145 eliminates extraordinary accounting treatment for reporting gain or
loss on debt extinguishment, and amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. The Trust adopted SFAS
145 effective January 1, 2003, with no material impact on the consolidated
financial statements.
SFAS 146
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. SFAS No. 146 requires recording costs associated
with exit or disposal activities at their fair values when a liability has been
incurred. The Trust adopted SFAS 146 effective January 1, 2003, with no material
impact on the consolidated financial statements.
FIN 45
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others." FIN 45 elaborates on the
disclosures to be made by the guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued. It
also requires that a guarantor recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The initial recognition and measurement provisions of this
interpretation are applicable on a prospective basis to guarantees issued or
modified after December 31, 2002; while the provisions of the disclosure
requirements are effective for financial statements of interim or annual reports
ending after December 15, 2002. The Trust adopted the disclosure provisions of
FIN 45 during the fourth quarter of 2002 with no material impact to the
consolidated financial statements.
FIN 46
In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46") which changes the criteria by which one
company includes another entity in its consolidated financial statements. FIN 46
requires a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the variable interest
entity's activities or entitled to receive a majority of the entity's residual
returns or both. The consolidation requirements of FIN 46 apply immediately to
variable interest entities created after January 31, 2003, and apply in the
first fiscal period ending after March 15, 2004, for variable interest entities
created prior to February 1, 2003. The Trust adopted the disclosure provisions
of FIN 46 effective December 31, 2002, with no material impact to the
consolidated financial statements. The Trust will implement the full provisions
of FIN 46 effective December 15, 2003.
SFAS 149
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities
under SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 149 is generally effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after June
30, 2003. The Trust adopted SFAS 149 effective July 1, 2003, resulting in the
Trust recording an unrealized gain of $253,807 on its gas purchase agreement.
SFAS 150
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150
establishes standards for classifying and measuring certain financial
instruments with characteristics of both liabilities and equity. The Trust
adopted SFAS 150 effective July 1, 2003, with no material impact on the
consolidated financial statements.
4. Sale of Investments
On September 20, 2002, the Trust, sold 100% of its ownership interest in the B-3
Limited Partnership ("B-3") and the Pittsfield Investors Limited Partnership
("PILP"), to EAC Operations, Inc., the other limited partner of both entities.
The acquisition agreement provides for the sale 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 notes bear interest at a rate of 10% per annum,
and will be repaid monthly over a 17 year term, of which the first two years of
payments will consist of interest only. The notes are collateralized by all the
assets of the partnerships.
The purchase price for B-3 was $3,400,000, of which $400,000 was paid in cash at
the time of closing. The purchase price for PILP was $2,800,000, of which
$800,000 was paid in cash at the time of closing. The Trust wrote off its
investment in PILP in 1998.
Recovery of interest and principal under the promissory notes is dependent
solely upon the operating results of the limited partnership investments sold.
Consequently, in accordance with SEC Staff Accounting Bulletin Topic 5E, the
Trust has not reflected the transaction as a sale. The cash proceeds received
were recorded as a reduction of its investment in the limited partnership
investments and interest and principal received under the promissory note will
continue to be recorded as a reduction of investment balance until the carrying
value has been reduced to zero,. In the event the divested business incurs
operating losses in future periods, a corresponding reduction in investment will
be recorded as a valuation allowance. Unless circumstances change sufficiently
that it has become appropriate to recognize the transaction as a divestiture,
the Trust will continue to account for the transaction in accordance with SEC
Staff Accounting Bulletin Topic 5E .
5. Derivative Instruments
In accordance with SFAS 149, Accounting for Derivative Instruments and Hedging
Activities, the Trust recorded a net unrealized gain of $253,807 in the third
quarter of 2003. As a result of current natural gas market prices exceeding the
fixed price as stated in the Trust's gas purchase agreement, the Trust recorded
an unrealized gain of $289,354. Conversely, the Trust recorded an unrealized
loss of $35,545 as a result of the current market price for natural gas
exceeding the sales price as stated in the Trust's gas sale agreements.
6. Related Party Transactions
At September 30, 2003 and December 31, 2002, the Trust had outstanding payables
and receivables, with the following affiliates:
Due From Due To
--------------------------- --------------------------
September 30, December 31, September 30, December 31,
2003 2002 2003 2002
--------------------------- --------------------------
Ridgewood Power
Management LLC $ --- $ --- $ 57,538 $ 47,169
Other affiliates 16,015 14,512 714 714
From time to time, the Trust records short-term payables and receivables from
other affiliates in the ordinary course of business. The amounts payable and
receivable with the other affiliates do not bear interest.
7. Financial Information by Business Segment
The Trust's business segments were determined based on similarities in economic
characteristics and customer base. The Trust's principal business segments
consist of wholesale and retail.
Common services shared by the business segments are allocated on the basis of
identifiable direct costs, time records or in proportion to amount invested in
projects managed by Ridgewood Management.
The financial data for business segments are as follows:
Wholesale Power Sales
Nine Months Ended Three Months Ended
--------------------------- ---------------------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Revenue ............... $1,556,518 $1,600,990 $ 525,885 $ 580,321
Depreciation and
amortization ......... 183,348 184,206 59,972 61,182
Operating income (loss) 71,500 24,923 (59,061) 24,837
Capital expenditures .. --- --- --- ---
Retail Power Sales
Nine Months Ended Three Months Ended
------------------------- -------------------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Revenue ............... $ 478,255 $ 807,232 $ 233,508 $ 319,807
Depreciation and
amortization ......... 78,408 76,509 25,887 26,434
Operating income (loss) (48,168) 114,868 12,521 52,537
Capital expenditures .. --- 24,695 --- ---
Corporate
Nine Months Ended Three Months Ended
--------------------------- ---------------------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Revenue ............ $ --- $ --- $ --- $ ---
Depreciation and
amortization ...... --- --- --- ---
Operating loss ..... (179,196) (151,664) (54,527) (50,519)
Capital expenditures --- --- --- ---
Total
Nine Months Ended Three Months Ended
---------------------------- --------------------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- ------------
Revenue ............... $ 2,034,773 $ 2,408,222 $ 759,393 $ 900,128
Depreciation and
amortization ......... 261,756 260,715 85,859 87,616
Operating income (loss) (155,864) (11,873) (101,067) 26,855
Capital expenditures .. --- 24,695 --- ---
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 used the equity method of accounting for its investment in the B-3 Limited
Partnership, in which the Trust owned a 50.01% non-controlling interest through
September 20, 2002.
Critical Accounting Policies and Estimates
For a complete discussion of critical accounting policies, refer to "Significant
Accounting Policies" in Item 7 of the Trust's 2002 Form 10-K. There have been no
substantive changes to those policies and estimates.
Results of Operations
Three Months Ended September 30, 2003, Compared to the Three Months Ended
September 30, 2002
Power generation revenue decreased $141,000, or 15.6%, to $759,000 in the third
quarter of 2003 compared to $900,000 for the same period of 2002. The decrease
is primarily due to the higher precipitation experienced in Southern California,
thus reducing the California Pumping project's operations, in addition to the
reduced rates charged to customers as a result of the change in current market
conditions.
Gross profit decreased $162,000 to a loss of $44,000 in the third quarter of
2003. The decrease is primarily the result of the decrease in revenues from the
California Pumping projects.
General and administrative expenses decreased $32,000 to $30,000 in the third
quarter of 2003. The decrease is attributed to the professional fees incurred in
the sale of B-3 and PILP in the third quarter of 2002.
The management fee for the third quarter was consistent with the prior year.
Interest income decreased from $14,000 in the third quarter of 2002 to $8,000 in
the third quarter of 2003 due to the decrease in the note receivable principal
balance and the lower interest rates paid on cash deposits.
The Trust recorded an unrealized gain of $253,807 in the third quarter of 2003
as a result of implementing SFAS 149.
Equity loss from the B-3 Limited Partnership was $51,000 in the third quarter of
2002. The Trust transferred its partnership interest in the third quarter of
2002.
Nine Months Ended September 30, 2003, Compared to the Nine Months Ended
September 30, 2002
Power generation revenue decreased $373,000 to $2,035,000 for the first nine
months of 2003 compared to $2,408,000 for the same period of 2002. The decrease
is primarily due to the higher precipitation experienced in Southern California,
thus reducing the California Pumping project's operations, in addition to the
reduced rates charged to customers as a result in the change in current market
conditions.
Gross profit decreased from $209,000 for the nine months ended September 2002,
to $28,000 for the nine months ended September 2003. The decrease is a result of
the decrease in revenues from the California Pumping projects partially offset
by the Monterey project incurring lower maintenance expenses as compared to the
prior year.
General and administrative expenses decreased $30,000 to $103,000 for the first
nine months of 2003. The decrease is attributed to the professional fees
incurred in the sale of B-3 and PILP in the third quarter of 2002.
The management fee for the first nine months of 2003 was consistent with the
prior year.
Interest income decreased from $54,000 for the first nine months of 2002 to
$20,000 for the first nine months of 2003 due to the lower principle balance
remaining on the outstanding note receivable and the lower interest rates paid
on cash deposits.
Other income (expense) decreased by $148,000 in the first nine months of 2003
primarily due to the $190,000 of cash received in 2002 from the 1999 settlement
of the Waukesha-Pierce litigation.
The Trust recorded an unrealized gain of $253,807 for the first nine months of
2003 as a result of implementing SFAS 149 effective July 1, 2003.
Equity income from the B-3 Limited Partnership was $3,000 for the first nine
months of 2002. The Trust transferred its partnership interest in the third
quarter of 2002.
Liquidity and Capital Resources
Cash provided by operating activities was $431,000 for the nine months ended
September 30, 2003, compared to $341,000 in the prior year. The increase in cash
flow is due to the maturity of restricted cash, partially offset by the decrease
in net income. The Trust had $550,000 invested in certificates of deposit to
support a stand-by letter of credit issued to a vendor in connection with the
purchase of natural gas, which is no longer required.
Cash provided by investing activities was $606,000 for the first nine months of
2003 compared to $1,736,000 for the first nine months of 2002. The decrease is
due to the $1,179,000 received at the closing of the sale of the B-3 and PILP
projects in the third quarter of 2002.
Cash used in financing activities for the first nine months of 2003 was
$1,070,000 compared to $465,000 for the first nine months of 2002. The increase
in cash used from financing activities is due to the larger distributions made
to shareholders in 2003.
On June 26, 2003, Ridgewood Renewable Power LLC, the Managing Shareholder of the
Trust, entered into a $5,000,0000 Revolving Credit and Security Agreement with
Wachovia Bank, National Association. The agreement allows the Managing
Shareholder to obtain loans and letters of credit for the benefit of the trusts
and funds that it manages. The agreement expires on June 30, 2004. As part of
the agreement, the Trust agreed to limitations on its ability to incur
indebtedness and liens and make guarantees.
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 and cash on hand will be sufficient to fund its
obligations and any distributions declared for the next twelve months.
Item 4. Controls and Procedures
Based on their evaluation, as of a date within 90 days of the filing date of
this Form 10-Q, the Trust's Chief Executive Officer and Chief Financial Officer
have concluded that the Trust's disclosure controls and procedures (as defined
in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as
amended) are effective. There have been no significant changes in internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
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
January 16, 2004 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
I, Robert E. Swanson, Chief Executive Officer of Ridgewood Electric Power Trust
II ("registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure control and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this quarterly report based on such
evaluation; and
c) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the
period covered by the report that has materially affected, or is
reasonably likely to materially affect, the issuer's internal control
over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and senior management:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: January 16, 2004
/s/ Robert E. Swanson
- ----------------------------------
Robert E. Swanson
Chief Executive Officer
CERTIFICATION
I, Christopher I. Naunton, Chief Financial Officer of Ridgewood Electric Power
Trust II ("registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the registrant;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure control and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this quarterly report based on such
evaluation; and
c) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the
period covered by the report that has materially affected, or is
reasonably likely to materially affect, the issuer's internal control
over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and senior management:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: January 16, 2004
/s/ Christopher I. Naunton
- --------------------------------------
Christopher I. Naunton
Chief Financial Officer