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 30,2002
Commission file Number 0-24240
RIDGEWOOD ELECTRIC POWER TRUST I
(Exact name of registrant as specified in its charter.)
Delaware 22-3105824
(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 I
Consolidated Financial Statements
September 30, 2002
Ridgewood Electric Power Trust I
Consolidated Balance Sheets (unaudited)
- --------------------------------------------------------------------------------
September 30, December 31,
2002 2001
----------- -----------
Assets:
Cash and cash equivalents ........................ $ 1,826,558 $ 2,848,041
Trade receivables ................................ 804,300 228,958
Due from affiliates .............................. 25,310 1,698
Other current assets ............................. 79,484 17,197
----------- -----------
Total current assets ...................... 2,735,652 3,095,894
Investment in Stillwater Hydro Partners, L.P. .... 530,965 562,319
Plant and equipment .............................. 6,125,386 5,869,018
Accumulated depreciation ......................... (1,156,395) (946,721)
----------- -----------
4,968,991 4,922,297
----------- -----------
Electric power sales contract .................... 2,207,778 2,207,778
Accumulated amortization ......................... (1,655,837) (1,419,289)
----------- -----------
551,941 788,489
----------- -----------
Total assets ............................. $ 8,787,549 $ 9,368,999
----------- -----------
Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses ............ $ 172,476 $ 114,707
Current maturities of long-term debt ............. 269,182 252,272
Due to affiliates ................................ -- 1,117
----------- -----------
Total current liabilities ............... 441,658 368,096
Long-term debt, less current portion ............. 1,023,350 1,227,674
Commitments and contingencies .................... -- --
Shareholders' Equity:
Shareholders' equity (105.5 investor
shares issued and outstanding)
7,339,475 7,785,656
Managing shareholder's accumulated
deficit (1 management share
issued and outstanding) ....................... (16,934) (12,427)
----------- -----------
Total shareholders' equity ............... 7,322,541 7,773,229
----------- -----------
Total liabilities and shareholders' equity $ 8,787,549 $ 9,368,999
----------- -----------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust I
Consolidated Statements of Operations
(unaudited)
- --------------------------------------------------------------------------------
Nine Months Ended Three Months Ended
--------------------------- ---------------------------
September 30, September 30, September 30, September 30,
2002 2001 2002 2001
Restated Restated
----------- ----------- ----------- -----------
Power generation
revenue .......... $ 2,556,721 $ 3,503,393 $ 1,214,044 $ 1,156,460
Rental revenue .... 63,000 131,920 21,000 35,280
----------- ----------- ----------- -----------
Total revenue .. 2,619,721 3,635,313 1,235,044 1,191,740
Cost of sales ..... 2,063,789 1,505,711 639,787 448,539
----------- ----------- ----------- -----------
Gross profit ...... 555,932 2,129,602 595,257 743,201
General and
administrative
expenses ........ 180,772 685,820 128,379 47,010
Management fee paid
to managing
shareholder ..... 58,300 66,835 19,434 20,571
----------- ----------- ----------- -----------
Total other
operating
expenses ..... 239,072 752,655 147,813 67,581
----------- ----------- ----------- -----------
Income from
operations ....... 316,860 1,376,947 447,444 675,620
----------- ----------- ----------- -----------
Other income
(expense):
Interest income . 33,448 97,267 6,054 50,150
Interest expense (90,744) -- (28,830) --
Other expense ... (88,407) (75,758) (8,715) (47,015)
Equity income
(loss)from
Stillwater Hydro
Partners,L.P .. (31,354) (22,443) (13,492) 2,129
----------- ----------- ----------- -----------
Other income
(expense),net .. (177,057) (934) (44,983) 5,264
----------- ----------- ----------- -----------
Net income ........ $ 139,803 $ 1,376,013 $ 402,461 $ 680,884
----------- ----------- ----------- -----------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust I
Consolidated Statement of Changes in Shareholders' Equity (unaudited)
- --------------------------------------------------------------------------------
Managing
Shareholders Shareholder Total
----------- ----------- -----------
Shareholders' equity,
December 31, 2001 ...... $ 7,785,656 $ (12,427) $ 7,773,229
Cash distributions ...... (584,586) (5,905) (590,491)
Net income for the period 138,405 1,398 139,803
----------- ----------- -----------
Shareholders' equity,
September 30, 2002 ..... $ 7,339,475 $ (16,934) $ 7,322,541
----------- ----------- -----------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust I
Consolidated Statements of Cash Flows
(unaudited)
- --------------------------------------------------------------------------------
Nine Months Ended
--------------------------
September 30, September 30,
2002 2001
Restated
----------- -----------
Cash flows from operating activities:
Net income .................................. $ 139,803 $ 1,376,013
----------- -----------
Adjustments to reconcile net income
to net cash flows from operating
activities:
Depreciation and amortization
446,222 414,551
Equity loss from unconsolidated
Stillwater Hydro Partners, L.P ............. 31,354 22,443
Changes in assets and liabilities:
(Increase) decrease in trade receivables
(575,342) 56,962
Increase in other current assets .......... (62,287) (22,949)
Increase (decrease) in accounts
payable and accrued expenses ............. 57,769 (54,113)
Decrease in due to/from affiliates, net (24,729) (315,561)
----------- -----------
Total adjustments ....................... (127,013) 101,333
----------- -----------
Net cash provided by operating activities 12,790 1,477,346
----------- -----------
Cash flows from investing activities:
Capital expenditures ........................ (256,368) (221,677)
----------- -----------
Net cash used in investing activities ... (256,368) (221,677)
----------- -----------
Cash flows from financing activities:
Cash distributions to shareholders .......... (590,491) --
Payments to reduce long-term debt ........... (187,414) --
----------- -----------
Net cash used in financing activities ... (777,905) --
----------- -----------
Net (decrease) increase in cash
and cash equivalents ............................ (1,021,483) 1,255,669
Cash and cash equivalents, beginning of year ..... 2,848,041 1,712,745
----------- -----------
Cash and cash equivalents, end of period ......... $ 1,826,558 $ 2,968,414
----------- -----------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust I
Note to the Consolidated Financial Statements (unaudited)
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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 representation of the results for the
interim periods. Additional footnote disclosure concerning accounting polices
and other matters are disclosed in Ridgewood Electric Power Trust I'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 Stillwater Hydro Partners, L.P., which is
accounted for under the equity method, were as follows:
Nine Months Ended Three Months Ended
September 30, September 30,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenue .......... $ 1,096,000 $ 1,101,000 $ 308,000 $ 322,000
Operating expenses 1,192,000 1,170,000 349,000 313,000
Net income (loss) (96,000) (69,000) (41,000) 9,000
3. Summary of Significant Accounting Policies
Accounting Changes
Effective on December 18, 2001, 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, which did not have an 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, which did not have an 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 has assessed that this
standard will not have a material impact 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, which did not have an 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 will adopt SFAS
145 effective January 1, 2003 and has assessed that this standard will not have
a material impact on the Trust.
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 will adopt SFAS 146 effective January 1, 2003 and has
assessed that this standard will not have a material impact on the Trust.
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
subsidiaries owning the Mobile Power modules and the Olinda Projects, which
includes Brea Power Partners, L.P. ("Brea") and Ridgewood Olinda, L.L.C.
("Olinda") (a 2.5 megawatt expansion of the Brea project). The Trust uses the
equity method of accounting for its investment in the Stillwater Hydro Project,
which is owned 50% or less by the Trust.
Results of Operations
Three Months Ended September 30, 2002, Compared to the Three Months Ended
September 30, 2001
Total revenue increased $43,000 to $1,235,000 in the third quarter of 2002 from
$1,192,000 in the third quarter of 2001. The increase in total revenue is due to
the increase in power generation revenue, which is attributable to the new
Olinda expansion. Power generation revenue from the Brea project and rental
revenue from the Trust's mobile power modules were comparable to the third
quarter of 2001.
Cost of sales increased $191,000 to $640,000 in the third quarter of 2002 as
compared to $449,000 in the third quarter of 2001. The increase is due to the
Brea project experiencing greater repair and maintenance costs as a result of
the overhaul of one of its engines.
Gross profit decreased from $743,000 in the third quarter of 2001, to $595,000
in the third quarter of 2002. The decrease is due to the Brea project
experiencing greater repair and maintenance costs.
General and administrative expenses increased by $81,000, to $128,000 in the
third quarter of 2002 as compared to $47,000 in 2001, as a result of the
increase in professional fees incurred in 2002. The management fee for the third
quarter of 2002 was comparable with the third quarter of 2001.
Interest income decreased by $44,000 to $6,000 in the third quarter of 2002 due
to lower average cash balances. Interest expense increased to $29,000 from zero
in the third quarter of the prior year due to the new project financing on the
expansion of the Olinda project, which occurred during the fourth quarter of
2001.
Other expense decreased by $38,000 in the third quarter of 2002 primarily due to
the professional fees incurred in 2001 as a result of the Trust's preparation to
terminate its status as a Business Development Corporation under the Investment
Company Act of 1940. (See Note 3, Accounting Changes)
The equity loss in the Stillwater Hydro Project for the third quarter of 2002
increased $15,000 to $13,000, compared to equity income of $2,000 in the third
quarter of 2001. The loss in the current year is attributed to the increase in
operating expenses.
Nine Months Ended September 30, 2002, Compared to the Nine Months Ended
September 30, 2001
Power generation revenue decreased 27.0% to $2,557,000 in the first nine months
of 2002 from $3,503,000 in the first nine months of 2001, primarily due to the
decrease in power generation revenue from the Olinda Projects. Power generation
revenue from the Brea project decreased by $1,245,000, while the new Olinda
expansion provided an increase of $299,000 in the first nine months of 2002. The
decrease in revenue from the Brea project is attributable to the higher energy
prices charged during the first half of 2001 as a result of the California
energy crisis. Rental revenue from the Trust's mobile power modules decreased by
$69,000 or 52.3%, to $63,000 in the first nine months of 2002. The decrease in
rental revenue is due to the higher rental volume experienced in 2001, as a
result of the California energy crisis.
Cost of sales increased $558,000 to $2,064,000 in the first nine months of 2002,
from $1,506,000 for the corresponding period of 2001. The increase is due to the
Brea project experiencing greater repair and maintenance costs as a result of
the overhaul of one of its engines.
Gross profit decreased from $2,130,000 in the first nine months of 2001, to
$556,000 for the corresponding period in 2002. The decrease is a result of the
higher energy prices charged during the California energy crisis in 2001, as
well as the Brea project experiencing greater repair and maintenance costs in
2002.
General and administrative expenses decreased by $505,000, to $181,000 in the
nine months ended September 30, 2002. The decrease is due to the reduction in
legal fees incurred and the loss recognized on the sale of uncollected
receivables in 2001 as a result of Southern California Edison's failure to pay
for the power it received in the first quarter of 2001. The management fee for
the first nine months of 2002 was comparable with the first nine months of 2001.
Interest income decreased by $64,000 to $33,000 for the first nine months of
2002 due to lower average cash balances. Interest expense increased to $91,000
from zero in the first nine months of the prior year due to the new project
financing on the expansion of the Olinda project, which occurred during the
fourth quarter of 2001.
Other expense for the nine months ended September 30, 2002 was comparable to the
prior year related period.
The equity loss in the Stillwater Hydro Project for the nine months ended
September 2002 was comparable to the prior year related period.
Liquidity and Capital Resources
Dollar amounts in this discussion are rounded to the nearest $1,000.
Cash provided by operating activities for the nine months ended September 30,
2002 was $13,000 as compared to $1,477,000 for the nine months ended September
30, 2001. The decrease in cash flow from operating activities is primarily due
to the decrease in net income, which is attributable to the higher energy prices
charged during the first half of 2001 as a result of the California energy
crisis, and the increase in trade receivables, which is primarily associated
with the amounts due to the new expansion of the Olinda project.
Cash used in investing activities for the first nine months of 2002 was
comparable to the first nine months of 2001. The Trust spent $256,000 in 2002
and $222,000 in 2001 for capital expenditures as a result of the expansion of
the Olinda project.
Cash used in financing activities for the first nine months of 2002 was $778,000
compared to zero for the first nine months of 2001. The decrease in cash flow
from financing activities is due to distributions made to shareholders of
$590,000 and scheduled payments made to reduce the loan on the Olinda expansion.
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, scheduled long-term
debt payments related to the expansion on the Olinda Project 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 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 as duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RIDGEWOOD ELECTRIC POWER TRUST I
Registrant
December 3, 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
I, Robert E. Swanson, Chief Executive Officer of Ridgewood Electric Power
Trust I ("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-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
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: December 3, 2002
/s/ Robert E. Swanson
- ------------------------
Robert E. Swanson
Chief Executive Officer
CERTIFICATION
I, Christopher I. Naunton, Chief Financial Officer of Ridgewood Electric Power
Trust I ("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-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
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: December 3, 2002
/s/ Christopher I. Naunton
- ----------------------------
Christopher I. Naunton
Chief Financial Officer