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 March 31,2004
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.)
1314 King Street, Wilmington, Delaware 19801
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(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 I
Consolidated Financial Statements
March 31, 2004
Ridgewood Electric Power Trust I
Consolidated Balance Sheets (unaudited)
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March 31, December 31,
2004 2003
----------- ------------
Assets:
Cash and cash equivalents ....................... $ 493,503 $ 835,739
Trade receivables ............................... 422,690 447,156
Due from affiliates ............................. -- 45,354
Assets held for sale ............................ 205,349 243,349
Other current assets ............................ 52,668 36,863
----------- -----------
Total current assets ..................... 1,174,210 1,608,461
Investment in Stillwater Hydro Partners, L.P. ... 602,395 635,576
Equipment held by Ridgewood Rhode
Island Generation LLC .......................... 1,000,000 1,000,000
Plant and equipment ............................. 2,710,725 2,710,725
Accumulated depreciation ........................ (2,343,568) (1,197,303)
----------- -----------
367,157 1,513,422
----------- -----------
Electric power sales contract ................... 2,207,778 2,207,778
Accumulated amortization ........................ (2,128,934) (2,050,084)
----------- -----------
78,844 157,694
----------- -----------
Other non-current assets ........................ -- 22,570
----------- -----------
Total assets ............................ $ 3,222,606 $ 4,937,723
----------- -----------
Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses ........... $ 146,241 $ 288,369
Current maturities of long-term debt ............ 306,478 299,921
Due to affiliates ............................... 679 1,810
----------- -----------
Total current liabilities ................ 453,398 590,100
Long-term debt, less current portion ............ 573,361 652,686
Commitments and contingencies ................... -- --
Shareholders' Equity:
Shareholders' equity (105.5 investor shares
issued and outstanding)
2,548,875 3,748,147
Managing shareholder's accumulated deficit
(1 management share issued and outstanding) .... (353,028) (53,210)
----------- -----------
Total shareholders' equity ............... 2,195,847 3,694,937
----------- -----------
Total liabilities and shareholders' equity $ 3,222,606 $ 4,937,723
----------- -----------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust I
Consolidated Statements of Operations (unaudited)
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For the Three Months Ended
--------------------------
March 31, March 31,
2004 2003
----------- -----------
Power generation revenue .......... $ 647,406 $ 730,463
Cost of sales, including
depreciation and
amortization of $125,115
and $171,285 in
2004 and 2003 .................. 461,156 531,669
----------- -----------
Gross profit ...................... 186,250 198,794
----------- -----------
General and
administrative
expenses ......................... 58,438 65,591
Write down of investments
in power generation
projects ....................... 1,138,000 --
Management fee paid to
managing shareholder ............. 9,237 17,031
----------- -----------
Total other operating expenses 1,205,675 82,622
----------- -----------
(Loss) income from operations ..... (1,019,425) 116,172
----------- -----------
Other (expense) income:
Interest income ................ 814 4,076
Interest expense ............... (19,951) (26,167)
Other expense .................. (5,347) (5,102)
Equity (loss) income from
Stillwater Hydro
Partners, L.P. .............. (33,181) 11,436
----------- -----------
Other (expense) income, net .. (57,665) (15,757)
----------- -----------
Net (loss) income ................. $(1,077,090) $ 100,415
----------- -----------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust I
Consolidated Statement of Changes in Shareholders' Equity (unaudited)
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Managing
Shareholders Shareholder Total
----------- ------------ ------------
Shareholders' equity (deficit),
December 31, 2003 ............ $ 3,748,147 $ (53,210) $ 3,694,937
Cash distributions ............ (337,600) (84,400) (422,000)
Net loss for the period ....... (861,672) (215,418) (1,077,090)
----------- ----------- -----------
Shareholders' equity (deficit),
March 31, 2004 ............... $ 2,548,875 $ (353,028) $ 2,195,847
----------- ----------- -----------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust I
Consolidated Statements of Cash Flows(unaudited)
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Three Months Ended
--------------------------
March 31, March 31,
2004 2003
----------- -----------
Cash flows from operating activities:
Net (loss) income ........................... $(1,077,090) $ 100,415
----------- -----------
Adjustments to reconcile net (loss)
income to net cash flows from operating
activities:
Depreciation and amortization ............... 125,115 171,285
Writedown of investments in power
generation project ......................... 1,138,000 --
Equity in loss (earnings) from
unconsolidated Stillwater
Hydro Partners, L.P. .................... 33,181 (11,436)
Changes in assets and liabilities:
Decrease (increase) in trade receivables .. 24,466 (70,550)
(Increase) decrease in other current assets (15,805) 9,103
Decrease in other non-current assets ...... 22,570 --
(Decrease) in accounts payable and
accrued expenses ........................ (142,129) (134,610)
Increase in due to/from affiliates, net ... 44,224 1,018
----------- -----------
Total adjustments ....................... 1,229,622 (35,190)
----------- -----------
Net cash provided by operating activities 152,532 65,225
----------- -----------
Cash flows from financing activities:
Cash distributions to shareholders .......... (422,000) (425,252)
Payments to reduce long-term debt ........... (72,768) (66,553)
----------- -----------
Net cash used in financing activities ... (494,768) (491,805)
----------- -----------
Net decrease in cash and cash equivalents ........ (342,236) (426,580)
Cash and cash equivalents, beginning of year ..... 835,739 1,988,812
----------- -----------
Cash and cash equivalents, end of period ......... $ 493,503 $ 1,562,232
----------- -----------
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 policies
and other matters are disclosed in Ridgewood Electric Power Trust I's
consolidated financial statements included in the 2003 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. This had no effect on income.
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
subsidiaries owning the Olinda Projects, which includes Brea Power Partners,
L.P. ("Brea") and Ridgewood Olinda, L.L.C. ("Olinda), and the mobile power
modules. The Trust uses the equity method of accounting for its investment in
the Stillwater Hydro Project, in which the Trust owns a 32.5% interest.
2. Summary Results of Operations for Selected Investments
Summary results of operations for the Stillwater Hydro Partners, L.P., which are
accounted for under the equity method, were as follows:
Three Months Ended March 31,
2004 2003
-------- ---------
Revenue .......... $ 235,000 $ 336,000
Operating expenses 337,000 301,000
Net income (loss) (102,000) 35,000
3. New Accounting Standards and Disclosures
SFAS 143
In June 2001, the Financial Accounting Standards Board ("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 46
In December 2003, the FASB issued FASB Interpretation No. 46, (Revised December
2003) "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 December 31, 2003, and apply in the first fiscal period ending after March
15, 2004, for variable interest entities created prior to January 1, 2004. The
Trust adopted the disclosure provisions of FIN 46 effective December 31, 2002,
with no material impact to the consolidated financial statements. The Trust
implemented the full provisions of FIN 46 effective January 1, 2004, with no
material impact on the consolidated financial statements.
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, with no material
impact on the consolidated financial statements.
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. Writedown of Power Generation Projects
As stated in the Trust's consolidated financial statements included in the 2003
Annual Report on Form 10-K, on March 23, 2000, Southern California Edison
provided written notice to the Brea Project notifying that it was electing to
terminate the Power Contract as of March 23, 2005. After such termination, the
Brea Project will be eligible to sell its electric output in the competitive
electric power market.
In addition to procuring a long-term power contract, the Brea Project is faced
with the possible termination of its operations as of January 2005 as a result
of its inability to comply with certain environmental regulations. The Brea
Project operates within the jurisdiction of the South Coast Air Quality
Management District ("South Coast"), the air pollution control agency for Orange
County in Southern California. South Coast promulgated Rule 1110-2 (the "Rule")
regarding air emissions from gaseous and liquid-fueled stationary engines which
generally imposes very low air emissions levels on such engines, which include
the generating engines used by and located at the Brea Project. According to the
Rule, existing, or to be installed, electric generating engines must be in
compliance with the new emissions levels by January 2005 or cease operations or,
if operations continue, risk severe penalties from South Coast. The electric
generating engines used by the Brea Project cannot, in their current
configuration, comply with the Rule. The Brea Project requested from South Coast
an extension of the Rule's application, but South Coast has rejected the
project's request. As a result, the Brea Project essentially has three options
with respect to the Rule: (i) cease operations as of January 2005, (ii) upgrade
and/or repair the existing engines, if possible, to comply with the Rule's
emissions levels, or (iii) repower the Brea Project with new engines capable of
complying with the emissions levels. The Trust is seeking a workable alternative
to ceasing its operations at the Brea Project and, as a result, has been
investigating whether the existing engines can be upgraded or repaired to comply
with the Rule's air emissions levels. As of March 31, 2004, the Trust has not
been able to find any such solution that is or can be demonstrated to be both
successful and economically feasible. At March 31, 2004, the Trust recorded a
writedown of $1,100,000 to adjust the Brea Project to its fair market value
based upon the assumption the project would cease operations on January 1, 2005.
The Trust believes that the anticipated cash flows and salvage value of the
project are sufficient to support the adjusted carrying value of the project.
The Trust will continue to research possible solutions.
In the third quarter of 2003, the Trust decided to make its mobile power modules
available for sale. Accordingly, the remaining net book value of the power
modules is reflected as Assets held for sale on the accompanying Consolidated
Balance Sheet. In the second quarter of 2004, the Trust sold its mobile power
modules for $205,349. As a result of the pending loss on the sale, the Trust
recorded a writedown of $38,000.
5. Shareholder Distributions
Payout (the point at which Investors have received cumulative distributions
equal to the amount of their capital contributions), was obtained with the last
distribution payment of 2003. Distributions up to and including 2003 were
allocated 99% to the Investors and 1% to the Managing Shareholder. Effective
with the first 2004 distribution payment and going forward, distributions will
be allocated 80% to the Investors and 20% to the Managing Shareholder.
6. Related Party Transactions
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. At March 31, 2004 and
December 31, 2003, the Trust had outstanding payables and receivables, with the
following affiliates:
Due To Due From
---------------------- -------------------
March 31, December 31, March 31,December 31,
2004 2003 2004 2003
-------- -------- ------- --------
Ridgewood Power Management LLC $ --- $ --- $ --- $ 45,354
Other affiliates 679 1,810 --- ---
-------- ------- -------- -------
Total $ 679 $1,810 $ --- $ 45,354
======== ======== ======== =======
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 Olinda Projects, which includes Brea Power Partners,
L.P. ("Brea") and Ridgewood Olinda, L.L.C. ("Olinda"), and the mobile power
modules. The Trust uses the equity method of accounting for its investment in
the Stillwater Hydro Project, which the Trust owns less than 50%.
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 2003 Form 10-K. There have been no
substantive changes to those policies and estimates.
Results of Operations
Total revenue decreased $83,000, or 12.8%, to $647,000 in the first quarter of
2004 from $730,000 in the first quarter of 2003. The decrease is due to the Brea
Project receiving a higher energy rate on its March 2003 production, which
provided approximately $70,000 of additional revenues.
Cost of sales decreased $71,000 to $461,000 in the first quarter of 2004 as
compared to $532,000 in the first quarter of 2003. The decrease is primarily
attributable to the Olinda project's 2003 operating expenses.
Gross profit decreased $13,000 from $199,000 in the first quarter of 2003, to
$186,000 in the first quarter of 2004. The decrease is a result of the lower
revenues partially offset by the lower operating expenses recorded in the
current year as compared to 2003.
General and administrative expenses of $58,000 for the first quarter of 2004
were consistent with the first quarter of 2003. The management fee for the first
quarter of 2004 was $9,000 compared to $17,000 for the first quarter of 2003.
The decrease is the result of the Trust's lower net asset balance.
In the first quarter of 2004 the Trust recorded a writedown in its investment in
power generation projects of $1,138,000, of which, $1,100,000 is the write down
of the Brea Project and the remaining $38,000 is related to the mobile power
modules.
Interest income decreased by $3,000 to $1,000 for the first three months of 2004
due to lower average cash balances. Interest expense decreased $6,000 from
$26,000 for the first quarter of 2003, to $20,000 for the first quarter of 2004.
The decrease is due to the lower balance of outstanding principal.
The equity loss in the Stillwater Hydro Project for the first quarter of 2004
was $33,000 compared to equity income of $11,000 for the first quarter of 2003.
The decrease in equity income is primarily due to the lower revenues generated
in the current period.
Liquidity and Capital Resources
Cash provided by operating activities for the three months ended March 31, 2004
was $153,000 compared to $65,000 for the three months ended March 31, 2003. The
increase in cash flow from operating activities is primarily due to the decrease
in accounts receivable.
Cash used in financing activities for the first three months of 2004 was
comparable to the first three months of 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. On February 20, 2004, the Managing
Shareholder and Wachovia Bank amended the agreement increasing the amount to
$6,000,000 and extending the date of expiration to June 30, 2005.
The Trust expects that its cash flows from operations and cash on hand will be
sufficient to fund its obligations and any declared distributions for the next
twelve months. 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 equipment at the Ridgewood
Rhode Island generation facility and payment of certain accounting and legal
services to third parties. Accordingly, the Trust has not found it necessary to
retain a material amount of working capital.
The Trust's significant long-term obligation is limited to $880,000 of long-term
debt related to the equipment at the Ridgewood Rhode Island generation facility,
which is guaranteed by the Trust. In return the Trust is entitled to receive 15%
of the available cash flows of the Ridgewood Rhode Island generation facility.
As of March 31, 2004 the Ridgewood Rhode Island facility had commenced
operations but had not generated a cash flow.
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.
Management has identified deficiencies in the Trust's ability to process and
summarize financial information of certain individual projects and equity
investees on a timely basis. Management is establishing a project plan to
address this deficiency.
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
October 14, 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 PURSUANT TO RULE 13A-14 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
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-15(e) and 15d-15(e)) for the registrant and we have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls 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 the 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
Registrant's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and senior management:
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal control
over financial reporting.
Date: October 14, 2004
/s/ Robert E. Swanson
- ------------------------
Robert E. Swanson
Chief Executive Officer
CERTIFICATION PURSUANT TO RULE 13A-14 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
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-15(e) and 15d-15(e)) for the registrant and we have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls 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 the 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
Registrant's most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and senior management:
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal control
over financial reporting.
Date: October 14, 2004
/s/ Christopher I. Naunton
- ----------------------------
Christopher I. Naunton
Chief Financial Officer