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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2002
Commission file Number 0-25935
THE RIDGEWOOD POWER GROWTH FUND
(Exact name of registrant as specified in its charter.)
Delaware 22-3495594
--------- ----------
(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. Financial Statements
The Ridgewood Power Growth Fund
Financial Statements
June 30, 2002
The Ridgewood Power Growth Fund
Consolidated Balance Sheets (unaudited)
- -------------------------------------------------------------------------------
June 30, December 31,
2002 2001
------------ ------------
Assets:
Cash and cash equivalents ...................... $ -- $ 1,048,316
Accounts receivable, net
of allowance of $407,407
and $222,862 ................................. 1,605,711 597,727
Due from affiliates ............................ 175,589 181,832
Other current assets ........................... 132,110 213,106
------------ ------------
Total current assets ..................... 1,913,410 2,040,981
Plant and equipment ............................ 30,094,980 21,921,816
Construction in progress ....................... 3,300,250 4,527,094
Office equipment ............................... 892,050 913,363
------------ ------------
Total plant and equipment ...................... 34,287,280 27,362,273
Accumulated depreciation ................... (2,094,985) (1,401,263)
------------ ------------
Plant and equipment, net ....................... 32,192,295 25,961,010
------------ ------------
Investment in:
Synergics Projects ............................. 14,270,679 14,245,679
United Kingdom Landfill Projects ............... 5,408,495 5,500,719
Sinai Environmental Services ................... -- 1,086,913
------------ ------------
Total assets ............................. $ 53,784,879 $ 48,835,302
------------ ------------
Liabilities and shareholders' equity:
Liabilities:
Accounts payable and accrued expenses .......... $ 1,685,875 $ 373,868
Bank debt ...................................... 3,565,645 --
Due to affiliates .............................. 1,011,819 424,769
------------ ------------
Total current liabilities ................ 6,263,339 798,637
------------ ------------
Minority interest in the Egypt Projects ........ 9,554,987 8,722,889
Commitments and contingencies
Shareholders' equity:
Shareholders' equity
(658.1067 investor shares issued and
outstanding) ................................. 38,146,212 39,479,962
Managing shareholders' accumulated deficit
(1 management share issued and outstanding) ... (179,659) (166,186)
------------ ------------
Total shareholders' equity ............... 37,966,553 39,313,776
------------ ------------
Total liabilities and shareholders' equity $ 53,784,879 $ 48,835,302
------------ ------------
See accompanying notes to the consolidated financial statements.
The Ridgewood Power Growth Fund
Consolidated Statements of Operations (unaudited)
- -------------------------------------------------------------------------------
Six Months Ended Three Months Ended
-------------------------- --------------------------
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenues ........... $ 2,293,769 $ 2,080,564 $ 1,397,919 $ 1,164,862
Cost of sales ...... 1,773,671 1,292,079 1,109,453 673,512
----------- ----------- ----------- -----------
Gross profit ....... 520,098 788,485 288,466 491,350
General and
administrative
expenses ......... 817,126 769,997 448,223 422,702
Management fee
paid to the
managing
shareholders ..... 822,633 822,633 411,316 411,316
----------- ----------- ----------- -----------
Total other
operating
expenses ....... 1,639,759 1,592,630 859,539 834,018
Loss from
operations ........ (1,119,661) (804,145) (571,073) (342,668)
Other income(expense):
Interest income .... 39,826 269,559 36,450 112,130
Income from Synergics
Hydro Projects .... -- 662,456 -- 331,228
Interest expense ... (190,370) -- (137,836) --
Equity interest in
income (loss) of:
ZAPWORLD.COM ..... -- (818,043) -- (466,449)
United Kingdom
Landfill
Projects ....... (381,963) 20,231 (159,998) (4,356)
Sinai
Environmental
Services ....... (37,320) -- 63 --
Other income ....... 16,393 -- (62) --
----------- ----------- ----------- -----------
Other income
(expense),net .. (553,434) 134,203 (261,383) (27,447)
----------- ----------- ----------- -----------
Net loss before
minority interest . (1,673,095) (669,942) (832,456) (370,115)
Minority interest
in the loss
(earnings)of the
Egypt Projects .. 220,833 (89,397) 142,213 (81,760)
----------- ----------- ----------- -----------
Net loss ........... $(1,452,262) $ (759,339) $ (690,243) $ (451,875)
----------- ----------- ----------- -----------
See accompanying notes to the consolidated financial statements.
The Ridgewood Power Growth Fund
Consolidated Statement of Changes in Shareholders' Equity (unaudited)
- -------------------------------------------------------------------------------
Managing
Shareholders Shareholders Total
------------ ------------ ------------
Shareholders' equity,
December 31, 2001 ... $ 39,479,962 $ (166,186) $ 39,313,776
Net loss ............. (1,437,739) (14,523) (1,452,262)
Cumulative translation
adjustment .......... 103,989 1,050 105,039
------------ ------------ ------------
Shareholders' equity,
June 30, 2002 ....... $ 38,146,212 $ (179,659) $ 37,966,553
------------ ------------ ------------
The Ridgewood Power Growth Fund
Consolidated Statements of Comprehensive Loss (unaudited)
- -------------------------------------------------------------------------------
Six Months Ended Three Months Ended
-------------------------- --------------------------
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net loss ......... $(1,452,262) $ (759,339) $ (690,243) $ (451,875)
Cumulative
translation
adjustment ..... 105,039 (197,644) 373,867 (77,536)
----------- ----------- ----------- -----------
Comprehensive loss $(1,347,223) $ (956,983) $ (316,376) $ (529,411)
----------- ----------- ----------- -----------
See accompanying notes to the consolidated financial statements.
The Ridgewood Power Growth Fund
Consolidated Statements of Cash Flows (unaudited)
- -------------------------------------------------------------------------------
Six Months Ended
June 30, 2002 June 30, 2001
------------ ------------
Cash flows from operating activities:
Net loss .................................. $ (1,452,262) $ (759,339)
------------ ------------
Adjustments to reconcile net loss to
net cash flows from operating
activities:
Depreciation ............................ 720,472 518,038
Minority interest in (loss) earnings
from Egypt Projects .................... (220,833) 89,397
Loss from unconsolidated ZAPWORLD.COM ... -- 818,043
Loss (income) from United Kingdom
Landfill Projects ...................... 381,963 (20,231)
Interest income from Synergics Projects . -- (662,456)
Loss from investment in Sinai
Environmental Services ................. 37,320 --
Changes in assets and liabilities:
Increase in accounts receivable,net ... (815,613) (42,214)
Increase in due from affiliates ....... (158,632) (14,418)
Decrease(increase) in other current
assets ............................... 76,524 (172,783)
Increase(decrease) in accounts payable
and accrued expenses ................. 1,691,990 (376,979)
Increase(decrease)in due to affiliates 751,925 (66,201)
------------ ------------
Total adjustments ................. 2,465,116 70,196
------------ ------------
Net cash provided by (used in)
operating activities ................. 1,012,854 (689,143)
------------ ------------
Cash flows from investing activities:
Capital expenditures ...................... (1,080,869) (5,034,234)
Investment in United Kingdom
Landfill Projects ........................ (4,491) (3,472,460)
Investment in Synergics Projects .......... (25,000) --
Cash paid for acquired business,net
of cash received ......................... (950,810) --
Deferred due diligence costs .............. -- (9,668)
------------ ------------
Net cash used in investing
activities .......................... (2,061,170) (8,516,362)
------------ ------------
Cash flows from financing activities:
Contributions from minority interest ...... -- 3,154,850
Distributions to minority interest
in Egypt Projects ........................ -- (399,982)
------------ ------------
Net cash provided by financing
activities ........................... -- 2,754,868
------------ ------------
Net decrease in cash and cash equivalents ...... (1,048,316) (6,450,637)
Cash and cash equivalents,beginning of period .. 1,048,316 15,328,703
------------ ------------
Cash and cash equivalents, end of period ....... $ -- $ 8,878,066
------------ ------------
See accompanying notes to the consolidated financial statements.
The Ridgewood Power Growth Fund
Notes to the Consolidated Financial Statements (unaudited)
- ------------------------------------------------------------------------------
1. General
In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments, which consist of normal recurring
adjustments, necessary for the fair presentation of the results for the interim
periods. Additional footnote disclosure concerning accounting policies and other
matters are disclosed in The Ridgewood Power Growth Fund's (the "Fund")
consolidated financial statements included in the 2001 Annual Report on Form
10-K, which should be read in conjunction with these financial statements.
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 United Kingdom Landfill Projects, which
are accounted for under the equity method, were as follows:
Six Months Ended June 30, Three Months Ended June 30,
------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenue ......... $ 3,764,000 $ 2,902,000 $ 2,081,000 $ 911,000
Cost of sales ... 3,452,000 2,043,000 1,866,000 688,000
Other expense ... 1,585,000 787,000 747,000 346,000
Net income (loss) (1,273,000) 72,000 (532,000) (123,000)
3. Summary of Significant Accounting Policies
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 Fund
adopted SFAS 141 on July 1, 2001, with no material impact on the consolidated
financial statements.
SFAS 142
In June 2001, the FASB issued SFAS 142, Goodwill and Other Intangible Assets,
which eliminates the amortization of goodwill and other acquired intangible
assets with indefinite economic useful lives. SFAS 142 requires an annual
impairment test of goodwill and other intangible assets that are not subject to
amortization. Other intangible assets with definite economic lives will continue
to be amortized over their useful lives. The Fund adopted SFAS 142 on January 1,
2002, with no material impact on the consolidated financial statements.
SFAS 143
In June 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations, on the accounting for obligations associated with the retirement of
long-lived assets. SFAS 143 requires a liability to be recognized in the
consolidated financial statements for retirement obligations meeting specific
criteria. Measurement of the initial obligation is to approximate fair value,
with an equivalent amount recorded as an increase in the value of the
capitalized asset. The asset will be depreciated in accordance with normal
depreciation policy and the liability will be increased for the time value of
money, with a charge to the income statement, until the obligation is settled.
SFAS 143 is effective for fiscal years beginning after June 15, 2002. The Fund
will adopt SFAS 143 effective January 1, 2003 and is currently assessing the
impact that this standard may have on the Fund.
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 Fund adopted SFAS
144 on January 1, 2002, with no material impact on the consolidated financial
statements.
4. Acquisition
On December 30, 2001, the Fund, through its Egyptian subsidiary, purchased a 28%
equity interest in Sinai Environmental Services S.A.E. ("Sinai Company"), a
1,585,000 gallons per day water desalinization plant, for 4,999,800 Egyptian
pounds (approximately $1,231,526). At December 31, 2001, the Fund accounted for
this investment under the equity method of accounting because it had the ability
to exercise significant influence, but not control. In February of 2002, the
Fund made an additional investment of 4,414,888 Egyptian pounds (approximately
$950,810) in Sinai Company to increase its ownership to 53% and gain control of
Sinai Company. As a result of the additional investment, effective February 16,
2002, the Fund accounts for its investment in Sinai Company under the
consolidation method of accounting.
In return for its investment, the Fund received, at the time of acquisition,
plant and equipment valued at approximately $6,143,000, cash of $9,000 and other
assets with an approximate value of $245,000. In accordance with the purchase
agreement, the Fund assumed liabilities of approximately $500,000 and bank debt
of approximately $3,370,000. The loan bears interest at 13.5% per annum and is
collateralized by a lien on the assets of the Sinai Company. The provision of
the loan restricts the Sinai Company from paying dividends to its shareholders
or obtaining credit from other banks. The Company assigned the approximate
excess purchase price of $620,000 to plant and equipment, which will be
amortized over the 20 year life of the assets.
The determination of the final purchase price and allocation to the assets
acquired and liabilities assumed is still being assessed. The assets acquired
and liabilities assumed were recorded by the Fund at estimated fair values based
on information currently available and on current assumptions as to future
operations. The Fund expects to complete its review of the fair values of the
assets acquired and liabilities assumed in the year ended December 31, 2002 and,
accordingly, the allocation of purchase price is subject to revision.
5. Related Party Transactions
At June 30, 2002 and December 31, 2001, the Trust had outstanding payables and
receivables, with the following affiliates:
Due To Due From
----------------------- -----------------------
June 30, December 31, June 30, December 31,
2002 2001 2002 2001
---------- ---------- ---------- ----------
Ridgewood Power
Management L.L.C .. $ 310,417 $ 85,276 $ -- $ --
Ridgewood Electric
Power Trust V ..... 118,261 86,321 -- 16,597
Ridgewood Egypt Fund 304,021 253,172 -- --
United Kingdom
Landfill Projects . -- -- 175,589 164,875
Other affiliates ... 279,120 -- -- 360
---------- ---------- ---------- ----------
Total ..... $1,011,819 $ 424,769 $ 175,589 $ 181,832
---------- ---------- ---------- ----------
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.
6. Subsequent Event
During the third quarter of 2002, the Fund's Egyptian subsidiary, executed a
term loan agreement with its principal bank. The bank will provide a loan of
12,500,000 Egyptian pounds (approximately $2,665,000), which will expire on
March 31, 2007. The loan will be repaid in quarterly installments of 781,250
(approximately $166,600) starting June 2003. Outstanding borrowings bear
interest at the bank's medium term loan rate plus 0.5% (13.5% at June 30, 2002).
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 Fund and the
limited liability company owning the Egypt Projects. The Fund uses the equity
method of accounting for its investments in Zap World.com ("ZAP") and the United
Kingdom Landfill Projects. The Fund's investment in the Synergics Hydro projects
is in the form of a note receivable and, accordingly, the Fund's earnings are in
the form of interest income.
On December 30, 2001, the Fund, through its Egyptian subsidiary, purchased a 28%
equity interest in Sinai Company. At December 31, 2001, the Fund accounted for
this investment under the equity method of accounting because it had the ability
to exercise significant influence, but not control. In February of 2002, the
Fund made an additional investment in Sinai Company to increase its ownership to
53% and gain control of Sinai Company. As a result of the additional investment,
effective February 16, 2002, the Fund accounts for its investment in Sinai
Company under the consolidation method of accounting.
Results of Operations
Three Months Ended June 30,2002, Compared to the Three Months Ended June 30,2001
Revenues increased by $233,000, to $1,398,000 in the second quarter of 2002, as
compared to the second quarter of 2001. The increase in revenues is due to the
acquisition of Sinai Company on February 15, 2002. Although the capacity and
number of completed facilities of the existing operations in Egypt have
increased, revenues have remained approximately the same. The lack of revenue
growth is attributable to the decrease in tourism experienced in the second
quarter of 2002 compared to the second quarter of 2001 due to the impact of the
events surrounding September 11, 2001.
Gross profit decreased from $491,000 for the three months ended June 30, 2001,
to $288,000 for the corresponding period of 2002. The decrease is attributed to
the increase in maintenance and depreciation expense as a result of the
completion of facilities and their operation, as compared to the prior year when
some facilities were still under construction.
Interest income decreased by $76,000 from $112,000 in the second quarter of 2001
to $36,000 in the second quarter of 2002 due to lower average cash balances.
Interest expense for the second quarter of 2002 was $138,000, which is a result
of the outstanding bank debt incurred by the Sinai Company.
The Fund recorded interest income from the note related to the Synergics
Projects of $331,000 in the second quarter of 2001. During the second half of
2001, drought conditions affected many of the Synergics Projects, reducing
revenues and cash flows recorded by Synergics. As a result of these reduced cash
flows experienced by Synergics, the Fund ceased accruing interest effective as
of October 1, 2001.
In the second quarter of 2001, the Fund recorded a loss on its investment in ZAP
of $466,000. In the beginning of the third quarter of 2001, the Fund entered
into an agreement with ZAP which resulted in the Fund selling its ZAP shares to
ZAP and certain of its shareholders. In exchange for the returned shares, the
Fund received a $1,500,000 interest bearing promissory note. The note calls for
installment payments to be made to the Fund until its maturity in 2003. The Fund
has received no payments on the note. Effective in the fourth quarter of 2001,
the Fund wrote down its entire investment in ZAP to zero. On March 1, 2002, ZAP
filed a voluntary petition for reorganization under Chapter 11 of the U. S.
Bankruptcy Code with the U.S. Bankruptcy Court in Santa Rosa, California.
In the second quarter of 2002 the Fund recorded an equity loss of $160,000 from
the United Kingdom Landfill Projects, compared to an equity loss of $4,000 in
the second quarter of 2001. The decrease in equity income is a result of the
United Kingdom Landfill Projects incurring an increase in maintenance costs to
repair some of the facilities.
Six Months Ended June 30, 2002, Compared to the Six Months Ended June 30, 2001
Revenues increased by $213,000, to $2,294,000 for the six months ended June
2002, as compared to the six months ended June 2001. The increase in revenues is
a result of a $149,000 decrease from existing operations in Egypt offset by an
increase of $362,000 due to the acquisition of Sinai Company on February 15,
2002. The decrease in existing operation revenue is attributable to the decrease
in tourism experienced in the first half of 2002 compared to the first six
months of 2001 due to the impact of the events surrounding September 11, 2001.
Gross profit decreased from $788,000 for the six months ended June 30, 2001, to
$520,000 for the corresponding period of 2002. The decrease is attributed to the
increase in maintenance and depreciation expense as a result of the completion
of facilities and their operation, as compared to the prior year when some
facilities were still under construction.
Interest income decreased by $230,000 from $270,000 for the first six months of
2001 to $40,000 for the corresponding period of 2002 due to lower average cash
balances. Interest expense for the first half of 2002 was $190,000, which is a
result of the outstanding bank debt incurred by the Sinai Company.
The Fund recorded interest income from the note related to the Synergics
Projects of $662,000 for the first half of 2001. During the second half of 2001,
drought conditions affected many of the Synergics Projects, reducing revenues
and cash flows recorded by Synergics. As a result of these reduced cash flows
experienced by Synergics, the Fund ceased accruing interest effective as of
October 1, 2001.
For the first six months of 2001, the Fund recorded a loss on its investment in
ZAP of $818,000. Effective in the fourth quarter of 2001, the Fund wrote down
its entire investment in ZAP to zero. On March 1, 2002, ZAP filed a voluntary
petition for reorganization under Chapter 11 of the U. S. Bankruptcy Code with
the U.S. Bankruptcy Court in Santa Rosa, California.
In the first half of 2002 the Fund recorded an equity loss of $382,000 from the
United Kingdom Landfill Projects, compared to equity income of $20,000 for the
first six months of 2001. The decrease in equity income is a result of the
United Kingdom Landfill Projects incurring an increase in maintenance costs to
repair some of the facilities.
The Fund recorded a $37,000 equity loss in Sinai Company in the first half of
2002. The loss is for the period of January 1, 2002 to February 15, 2002, the
period before the Fund increased its investment and became the majority
shareholder of Sinai Company. The loss is due to the high management fees
charged by Sinai Company's previous managing shareholder.
Liquidity and Capital Resources
Dollar amounts in this discussion are rounded to the nearest $1,000.
Cash provided by operating activities for the six months ended June 30, 2002 was
$1,013,000 as compared to a usage of $689,000 for the six months ended June 30,
2001. The increase in cash flow from operating activities is primarily the
result of the increase in accounts payable and short-term payables to affiliates
offset by the increase in accounts receivable in 2002.
Cash used in investing activities decreased to $2,061,000 during the first half
of 2002 as compared to $8,516,000 in the first half of 2001. The decrease is
primarily due to the Fund developing more power plants in Egypt in 2001,
$5,034,000, as compared to $1,081,000 in 2002. The Fund also made a larger
investment in the United Kingdom Landfill Projects in 2001, $5,034,000, as
compared to $4,000 in 2002. The Fund, through its Egyptian subsidiary, invested
$951,000 to increase its ownership in the Sinai Company to 53%.
Cash provided by financing activities for the first six months of 2002 was zero
compared to a $2,754,000 in the first six months of 2001. The decrease in 2002
cash flow from financing activities is due to the $3,155,000 investment in the
Egypt Projects by the Ridgewood/Egypt Fund in 2001. As opposed to the $400,000
cash distribution made by the Egypt Projects in 2001, there were no
distributions made in the first half of 2002.
During the third quarter of 2002, the Fund's Egyptian subsidiary, executed a
term loan agreement with its principal bank. The bank will provide a loan of
12,500,000 Egyptian pounds (approximately $2,665,000), which will expire on
March 31, 2007. The loan will be repaid in quarterly installments of 781,250
(approximately $166,600) starting June 2003. Outstanding borrowings bear
interest at the bank's medium term loan rate plus 0.5% (13.5% at June 30, 2002).
The Sinai Company, in which the Fund and its affiliates have a 53% ownership
interest, has outstanding loans and interest payable of 16,722,876 Egyptian
pounds (approximately $3,565,645). The loan bears interest at 13.5% per annum
and is secured by a lien on the assets of the Sinai Company. The provision of
the loan restricts the Sinai Company from paying dividends to its shareholders
or obtaining credit from other banks. The loan has been in default since 1999
and the Sinai Company and the bank are discussing possible amendments to the
loan and a revised payment schedule.
Other than investments of available cash in power generation Projects,
obligations of the Fund are generally limited to payment of Project operating
expenses, payment of a management fee to the Managing Shareholder and payments
for certain accounting and legal services to third parties. The Fund ceased
making distributions to shareholders in the first quarter of 2001.
The Fund expects that its cash flows from operations will be sufficient to fund
its obligations for the next twelve months.
Forward-looking statement advisory
This Quarterly Report on Form 10-Q, as with some other statements made by the
Fund from time to time, contains forward-looking statements. These statements
discuss business trends and other matters relating to the Fund'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 Fund 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 Fund in the
future may be materially different from the Fund's statements here.
The Fund 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 Fund'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 Fund's most recent Annual Report on Form 10-K.
By making these statements now, the Fund 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 requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE RIDGEWOOD POWER GROWTH FUND
Registrant
August 15, 2002 By /s/ Christopher I. Naunton
Date Christopher I. Naunton
Vice President and
Chief Financial Officer
(signing on behalf of the
Registrant and as
principal financial
officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of The Ridgewood Power Growth Fund (the
Fund) on Form 10-Q for the period ending June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, Robert E.
Swanson, Chief Executive Officer of the Fund, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Fund.
/s/ Robert E. Swanson
Robert E. Swanson
Chief Executive Officer
August 15, 2002
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of The Ridgewood Power Growth Fund (the
Fund) on Form 10-Q for the period ending June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I,
Christopher I. Naunton, Chief Financial Officer of the Fund, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Fund.
/s/ Christopher I. Naunton
Christopher I. Naunton
Chief Financial Officer
August 15, 2002