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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2005
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 organizatio 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 I
Consolidated Balance Sheets
- -------------------------------------------------------------------------------
March 31, December 31,
2005 2004
----------------- --------------
(unaudited) (audited)
Assets:
Cash and cash equivalents $ 743,926 $ 734,192
Trade receivables 341,149 533,016
Due from affiliates 34,074 5,957
Other current assets 33,388 35,437
----------------- ----------------
Total current assets 1,152,537 1,308,602
Investment:
Investment in Stillwater Hydro Partners, L.P. 706,246 706,246
Investment in Ridgewood Rhode Island Generation LLC 1,001,844 -
Equipment held by Ridgewood Rhode Island Generation LLC - 1,000,000
Plant and equipment:
Building 190,000 190,000
Machinery and equipment 1,406,405 1,420,725
----------------- ----------------
1,596,405 1,610,725
Accumulated depreciation (1,394,703) (1,382,363)
----------------- ----------------
201,702 228,362
----------------- ----------------
Electric power sales contract 2,207,778 2,207,778
Accumulated amortization (2,207,778) (2,207,778)
----------------- ----------------
- -
----------------- ----------------
Total assets $ 3,062,329 $ 3,243,210
----------------- ----------------
Liabilities and Shareholders' Equity (Deficit):
Liabilities:
Accounts payable and accrued expenses $ 32,271 $ 50,191
Accrued fuel expense 179,999 59,885
Accrued professional fees 36,341 126,889
Loan payable - current 335,103 327,934
----------------- ----------------
Total current liabilities 583,714 564,899
Loan payable - noncurrent 228,148 314,661
----------------- ----------------
Total liabilities 811,862 879,560
----------------- ----------------
Commitments and contingencies
Shareholders' Equity (Deficit):
Shareholders' equity (deficit) (105.5 investor shares issued and
outstanding) 2,592,571 2,683,117
Managing shareholder's accumulated deficit
(1 management share issued and outstanding)
(342,104) (319,467)
----------------- ----------------
Total shareholders' equity (deficit) 2,250,467 2,363,650
----------------- ----------------
Total liabilities and shareholders' equity (deficit) $ 3,062,329 $ 3,243,210
----------------- ----------------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust I
Consolidated Statements of Operations (unaudited)
- -------------------------------------------------------------------------------
For the Three Months Ended
-----------------------------------------
March 31, March 31,
2005 2004
----------------- ----------------
Power generation revenue $ 584,514 $ 647,406
Cost of revenue 459,710 461,156
----------------- ----------------
Gross profit 124,804 186,250
----------------- ----------------
Operating expenses:
General and administrative 89,169 63,785
Impairment of equipment - 1,138,000
Management fee to managing shareholder 5,910 9,237
----------------- ----------------
Total operating expenses 95,079 1,211,022
----------------- ----------------
Income (loss) from operations 29,725 (1,024,772)
----------------- ----------------
Other (expense) income:
Interest income - 814
Interest expense (13,377) (19,951)
Equity loss from Stillwater Hydro Partners, L.P. - (33,181)
Equity income from Ridgewood Island Generation LLC 1,844 -
Gain on sale of equipment 500 -
----------------- ----------------
Total other income (expense) (11,033) (52,318)
----------------- ----------------
Net income (loss) $ 18,692 $ (1,077,090)
----------------- ----------------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust I
Consolidated Statements of Cash Flows (unaudited)
- -------------------------------------------------------------------------------
Three Months Ended
----------------------------------------------
March 31, March 31,
2005 2004
-------------------- -------------------
Cash flows from operating activities:
Net income (loss) $ 18,692 $ (1,077,090)
-------------------- -------------------
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization 26,660 125,115
Impairment of equipment - 1,138,000
Equity loss from Stillwater Hydro Partners, L.P. - 33,181
Equity income from Ridgewood Island Generation LLC (1,844) -
Gain on sale of equipment (500) -
Changes in assets and liabilities:
Trade receivables 191,867 24,466
Other current assets 2,049 (15,805)
Other assets - 22,570
Accounts payable and accrued expenses (49,920) (4,545)
Accrued fuel expense 152,114 (62,575)
Accrued professional fees (90,548) (75,009)
Due to/from affiliates, net (28,117) 44,224
-------------------- -------------------
Total adjustments 201,761 1,229,622
-------------------- -------------------
Net cash provided by operating activities 220,453 152,532
-------------------- -------------------
Cash flows from investing activities:
Proceeds from the sale of equipment 500 -
-------------------- -------------------
Net cash provided by investing activities 500 -
-------------------- -------------------
Cash flows from financing activities:
Cash distributions to shareholders (131,875) (422,000)
Repayment of loans payable (79,344) (72,768)
-------------------- -------------------
Net cash used in financing activities (211,219) (494,768)
-------------------- -------------------
Net increase (decrease) in cash and cash equivalents 9,734 (342,236)
Cash and cash equivalents, beginning of year 734,192 835,739
-------------------- -------------------
Cash and cash equivalents, end of period $ 743,926 $ 493,503
-------------------- -------------------
Supplemental Cash Flow Disclosure:
Interest paid $ 13,377 $ 19,951
-------------------- -------------------
See accompanying notes to the consolidated financial statements.
Ridgewood Electric Power Trust I
Note to the Consolidated Financial Statements (unaudited)
- -------------------------------------------------------------------------------
1. General
The accompanying unaudited consolidated financial statements of Ridgewood
Electric Power Trust I (the "Trust") were prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation of the
financial condition of the Trust have been included. Certain reclassifications
have been made to the prior year's consolidated financial statements to conform
to the current year's presentation. Operating results for the three month period
ended March 31, 2005 are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 2005. The consolidated balance
sheet at December 31, 2004 has been derived from the audited consolidated
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles in the United
States of America. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Trust's Annual Report on Form
10-K for the year ended December 31, 2004, as filed with the U.S. Securities and
Exchange Commission ("SEC").
The consolidated financial statements include the accounts of the Trust and its
wholly-owned subsidiaries. All material intercompany transactions have been
eliminated.
The Trust accounted for its investment in Stillwater Hydro Partners, L.P.
("Stillwater") under the equity method of accounting through December 31, 2004.
Accordingly, the Trust's share of the operating result of Stillwater is included
in the consolidated statements of operations for the year ended December 31,
2004. Effective January 1, 2005, the Trust adopted Emerging Issues Task Force
("EITF") 02-14 and changed its method of accounting for its investment in
Stillwater to the cost method.
On January 1, 2005, Ridgewood Olinda and Ridgewood Rhode Island Generation LLC
(RRIG") agreed to terminate their October 2003 engine lease agreement. On the
same day, Ridgewood Olinda, RRIG and Ridgewood Power B Fund/Providence Expansion
entered into a new agreement which provides Ridgewood Olinda a 15% membership
interest in RRIG in exchange for the transfer of engines. As such, effective
January 1, 2005, the Trust accounts for its investment in RRIG using the equity
method of accounting.
Defined terms that are not defined herein shall have the meaning ascribed to
them in the Trust's Annual Report on Form 10-K
2. Summary Results of Operations for Stillwater Hydro Partners, L.P.
Summary results of operations for Stillwater Hydro Partners, L.P., are as
follows:
Three Months
Ended March 31,
-------------------
2004
-------------------
Revenue $ 235,000
Total expenses 337,000
-------------------
Net loss $ (102,000)
-------------------
3. Summary Results of Operations for Ridgewood Rhode Island Generation LLC.
Summary results of operations for Ridgewood Rhode Island Generation LLC., are as
follows:
Three Months
Ended March 31,
-------------------
2005
-------------------
Revenue $ 360,201
Total expenses 347,908
-------------------
Net Income $ 12,293
-------------------
4. Brea Project
As stated in the Trust's 2004 Annual Report on Form 10-K, on March 23, 2005, the
power contract between the Brea Project and Southern California Edison ("SCE")
terminated. On March 23, 2005, the Brea Project executed a new standard offer
power contract with SCE which has a five year term and may be cancelled by the
Trust at anytime for any reason upon providing SCE with thirty days advance
written notice. Under a standard offer contract, the Brea Project will sell its
electric energy to SCE at market prices.
Also as stated in the Trust's 2004 Annual Report on Form 10-K, the Brea Project
is required to comply with certain environmental regulations of the South Coast
Air Quality Management District ("South Coast"), the air pollution control
agency for Orange County and major portions of Los Angeles, San Bernardino and
Riverside counties in Southern California. The South Coast promulgated Rule
1110-2 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 (the
"Rule"). According to the Rule, existing and newly installed, electric,
generating engines were required to be in compliance with the new emissions
levels by January 1, 2005 or cease operations or, if operations continue, risk
severe penalties from South Coast. Based on their configuration and operation at
the time, the electric generating engines used by the Brea Project did not
comply with the Rule. As a result, the Brea Project, received a short-term
variance of the Rule's to June 30, 2005 to allow the Brea Project to install
certain "control technology", which is intended to enable the Brea engines to
operate at or below the emission levels required by the Rule. The control
technology has been installed on one of the engines of the Project and initial
testing in early June indicated that the control technology would allow the
Project to meet the required emission standards. Subsequent to the initial
testing but before final testing could be completed an unrelated electrical
fault caused minor damage to the engine. Delay required to repair the damage may
prevent final testing prior to the end of the current variance and, as a
precautionary measure, the Trust has applied for an emergency variance to extend
the current variance for a period of 15 days. Given that the Trust has acted in
good faith to address the emissions compliance issue and that the control
technology has a high likelihood of success, as demonstrated by the favorable
initial tests, the Trust is confident that the emergency variance will be
granted and that the Trust will be allowed to complete installation of the
control technology on all the engines of the Project. . The Trust believes that
the control technology will enable the Brea Project to operate for an indefinite
period and maintain compliance with the Rule. So long as the Brea Project
complies with the Rule, the Trust expects that it will generate and sell its
electric output to SCE under its new standard offer contract. Under a standard
offer contract, Brea will sell its output to SCE at essentially market prices,
which currently are approximately $.06/kwh. Although current market prices under
a standard offer contract are high compared to historical levels and the Trust
can not guarantee that they will remain at such levels.
5. Ridgewood Olinda
On January 1, 2005, Ridgewood Olinda and Ridgewood Rhode Island Generation LLC
agreed to terminate their October 2003 engine lease agreement. On the same day,
Ridgewood Olinda, Ridgewood Rhode Island Generation LLC and Ridgewood Power B
Fund/Providence Expansion entered into a new agreement which provides Ridgewood
Olinda a 15% membership interest in Ridgewood Rhode Island Generation LLC in
exchange for the transfer of engines.
Ridgewood Power B Fund/Providence Expansion holds the remaining 85% interest in
Ridgewood Rhode Island Generation LLC.
6. Related Party Transactions
Pursuant to an agreement with the Trust's projects, Ridgewood Power Management
LLC ("Ridgewood Management"), an entity related to Ridgewood Renewable Power,
LLC, the Managing Shareholder, through common ownership, provides management,
purchasing, engineering, planning and administrative services to the projects
owned by the Trust. Ridgewood Management is reimbursed by the Trust's the
projects at its cost for the services it provides such projects and for the
allocable amount of certain overhead items. Allocations of costs are on the
basis of identifiable direct costs or in proportion to amounts invested in
projects managed by Ridgewood Management. For the three months ended March 31,
2005 and 2004, Ridgewood Management charged the Brea Project $25,534 and
$34,290, respectively, for overhead items allocated in proportion to the amount
invested in projects managed. Ridgewood Management also charged the Brea and
Olinda projects for all of the direct operating and non-operating expenses
incurred during the period.
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, 2005 and
December 31, 2004, the Trust had outstanding amounts due from the following
affiliates:
Due From
---------------------------------------
March 31, December 31,
2005 2004
---------------------------------------
Ridgewood Power Management $ 33,362 $ 5,245
Other Affiliates 712 712
---------------------------------------
Total $ 34,074 $ 5,957
---------------------------------------
7. Subsequent Events
On June 14, 2005, the Managing Shareholder received notification from Wachovia
Bank that its Line of Credit was extended through September 30, 2005.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following information should be read in conjunction with the accompanying
consolidated financial statements and the associated notes thereto of this
Quarterly Report, and the audited consolidated financial statements and the
notes thereto and our Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in our Annual Report on Form 10-K
for the year ended December 31, 2004, as filed with the U.S. Securities and
Exchange Commission.
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 used the equity method of accounting for its 32.5% investment
in Stillwater Hydro Partners, L.P., effective January 1, 2005, the Trust
accounts for its investment in Stillwater under the cost method. Effective
January 1, 2005, the engine lease agreement between Ridgewood Olinda and RRIG
was terminated and Ridgewood Olinda received a 15% membership in RRIG. As such,
the Trust accounts for its investment in RRIG using the equity method of
accounting.
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 2004 Form 10-K. There have been no
substantive changes to those policies and estimates.
Outlook
The Brea and Stillwater Projects are Qualified Facilties currently selling their
electric output to utilities. Stillwater operates under a long-term Power
Contract expiring in 2028. The Brea Project operates under a standard offer
contract which has a five year term and is cancelable by the Trust at anytime
upon providing thirty days advance written notice. Under a standard offer
contract, the Brea Project will sell its electric energy at market prices. There
can be no assurance that future market prices will be sufficient to allow the
Brea Project to operate profitably.
In addition, the Brea Project is currently working to comply with new emission
standards imposed by South Coast. The Brea Project has received a variance
through June 30, 2005 to continue to operate while it works toward completion of
the installation of Control Technology. The Trust has applied for an emergency
variance to extend the current variance for a period of 15 days. Although the
Trust is expecting the Control Technology will reduce emissions to a
continuously compliant level, there can be no assurance that the Brea Project
will comply with the new regulations.
All available cash flow from the Stillwater Project is being used to meet debt
service requirements. Distributions to the Trust will resume after repayment of
the debt. Assuming normal water flows and no operational failures, the debt is
expected to be repaid in 2010.
RRIG has not yet procured a long-term contract for its electric power and is
selling currently to the New England ISO and receiving the "spot price" for its
power and renewable attributes. The Olinda Project is a member of RRIG and will
be allocated profits and losses and will receive distributions in accordance
with its ownership percentage. There is no guarantee that the current favorable
market prices RRIG has experienced can be sustained or that an acceptable
long-term power contract can be procured.
Results of Operations
Revenue decreased $62,000, or 10%, to $585,000 in the first quarter of 2005 from
$647,000 in the first quarter of 2004. The decrease is attributable to the Brea
Project curtailing operations, thus reducing power generation in the current
period in order to install a portion of the emission modification equipment
necessary to comply with the recently enacted South Coast air emission
standards.
Cost of revenue for the first quarter of 2005 was $460,000 compared to $461,000
in the first quarter of 2004. Although the net change in cost of revenue was
consistent with the prior year, the Brea Project experienced an increase in
repair and maintenance costs as a result of the modification of its engines as
it continues to work towards emission compliance. Depreciation and amortization
decreased by $98,000 in the current quarter as a result of the expiration of the
power purchase agreement and the decrease in the value of the Brea Project,
which recorded an impairment charge of $1,138,000 in the first quarter of 2004.
Gross profit, which represents revenue reduced by cost of revenue, decreased
from $186,000 in 2004, to $125,000 in 2005. The decrease is primarily the result
of the Brea project generating lower revenue in the current period.
General and administrative expenses increased $25,000 to $89,000 in the first
quarter of 2005 from $64,000 in the first quarter of 2004. General and
administrative expenses in both years consist of fees incurred by the Trust
associated with retained professional firms to assist it with various projects,
including, but not limited to, the process of obtaining the variance extension
for the Brea Project.
The management fee for the first quarter of 2005 was $6,000 compared to $9,000
for the first quarter of 2004. The decrease is the result of the Trust's lower
net asset balance upon which the management fee is computed.
In the first quarter of 2004 the Trust recognized an impairment charge on
equipment used 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.
Income (loss) from operations improved by $1,054,000 to income of $30,000 for
the quarter ended March 31, 2005. The increase in income is primarily the result
of the decrease in the impairment of equipment used in power generation
projects, partially offset by the decrease in gross profit in the current
period.
Interest expense decreased $7,000 from $20,000 for the first quarter of 2004, to
$13,000 for the first quarter of 2005. The decrease is due to the lower balance
of outstanding principal.
Effective January 1, 2005, the Trust adopted EITF 02-14 and accordingly began to
account for its investment under the cost recovery method. As a result, the
Trust did not recognize equity income/loss from the Stillwater Hydro Project for
the first quarter of 2005. The Trust recorded an equity loss of $33,000 for the
first quarter of 2004.
Effective January 1, 2005, the engine lease agreement between Ridgewood Olinda
and RRIG was terminated and Ridgewood Olinda received a 15% membership in RRIG.
Accordingly, the Trust recorded equity income of $2,000.
Net income increased $1,096,000, to income of $19,000 in the first quarter of
2005. The increase in net income is primarily the result of the increase in
income from operations described above.
Liquidity and Capital Resources
At March 31, 2005, the Trust had cash and cash equivalents of $744,000 an
increase of $10,000 compared to December 31, 2004. The increase is the net
effect of the $220,000 received from operating activities offset by the $132,000
of distributions paid to shareholders and $79,000 in repayment of loans.
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,
payments for certain administrative, accounting and legal services to third
persons, and scheduled long-term debt payments related to the equipment at the
Ridgewood Rhode Island Generation facility. Accordingly, the Trust has not found
it necessary to retain a material amount of working capital.
Cash provided by operating activities for the three months ended March 31, 2005
was $220,000 compared to $153,000 for the three months ended March 31, 2004. The
increase in cash flow is in part due to the lower outstanding trade receivables
at March 31, 2005.
In the second half of 2004, the Trust decided to reduce its distributions in
order to conserve cash in anticipation of the modification the Brea Project
would require to comply with the impending stricter emission standards. Cash
used in financing activities in the first quarter of 2005 of $211,000
represented distributions to shareholders of $132,000 and payments of $79,000 to
reduce loans payable on the Olinda Project. Cash used in financing activities in
the first quarter of 2004 of $495,000 represented distributions to shareholders
of $422,000 and payments of $73,000 to reduce loans payable on the Olinda
Project.
On June 26, 2003, the Managing Shareholder of the Trust, entered into a
$5,000,000 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. On
February 20, 2004, the Managing Shareholder and Wachovia Bank amended the
agreement increasing the amount to $6,000,000. Recently, Wachovia Bank and the
Managing Shareholder amended the Credit Agreement again to extend its expiration
to September 30, 2005. As part of the Credit Agreement, the Trust separately
agreed with Wachovia Bank to limit its ability to incur indebtedness, liens and
provide guarantees.
The Trust's significant long-term obligation is limited to $563,000 of loans
payable through 2006 related to the equipment located at and contributed to
Ridgewood Rhode Island Generation. In return for such contribution, the Trust
received a 15% ownership interest in Ridgewood Rhode Island Generation LLC. The
Brea Project has certain long-term obligations relating to its Gas Agreement,
which requires the Brea Project to pay a minimum of $720,000 per year to its gas
supplier through 2018. These obligations are not guaranteed by the Trust.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Trust's primary market risk exposure is limited interest rate risk caused by
fluctuations in short-term interest rates and the market price of electricity.
As the Brea Project now operates under a standard offer contract, the
electricity generated will be sold at current market prices. The Trust does not
anticipate any changes in its primary market risk exposure. The Trust does not
trade in market risk sensitive instruments.
Item 4. Controls and Procedures
The Trust's Chief Executive Officer and Chief Financial Officer conducted an
evaluation of the effectiveness and design of the Trust's disclosure controls
and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934
(the "Exchange Act"). Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer each concluded that the disclosure controls and
procedures were effective.
There have been no significant changes in the internal controls or in other
factors that could significantly affect these controls subsequent to the date
that they completed their evaluation.
The term "disclosure controls and procedures" is defined in Rule 13a-15(e) of
the Exchange Act as "controls and other procedures designed to ensure that
information required to be disclosed by the issuer in the reports, files or
submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the [Securities and Exchange] Commission's
rules and forms." The Trust's disclosure controls and procedures are designed to
ensure that material information relating to the consolidated subsidiaries is
accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding the required disclosures.
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 Item 6. Exhibits
Exhibit 32.1 - Section 1350 Certification of Officers
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
July 15, 2005 By /s/ Douglas R. Wilson
Date Douglas R. Wilson
Executive 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: July 15, 2005
/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, Douglas R. Wilson, 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: July 15, 2005
/s/ Douglas R. Wilson
Douglas R. Wilson
Chief Financial Officer