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TABLE OF CONTENTS PART I. FINANCIAL INFORMATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2002
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-10934
ENBRIDGE ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
39-1715850 (I.R.S. Employer Identification No.) |
1100 Louisiana
Suite 3300
Houston, TX 77002
(Address of principal executive offices and zip code)
(713) 650-8900
(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 ý No o
The Registrant had 31,313,634 Class A Common Units outstanding as at Aug 12, 2002.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
This Quarterly Report on Form 10-Q contains forward-looking statements. These statements are based on the beliefs of Enbridge Energy Partners, L.P. (the "Partnership") as well as assumptions made by and information currently available to the Partnership. When used in this document, the words "anticipate," "believe," "expect," "estimate," "forecast," "project," and similar expressions identify forward-looking statements. These statements reflect the Partnership's current views with respect to future events and are subject to various risks, uncertainties and assumptions including:
If one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Form 10-Q. Except as required by applicable securities laws, the Partnership does not intend to update these forward-looking statements. For additional discussion of such risks, uncertainties and assumptions, see the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.
ITEM 1. FINANCIAL STATEMENTS
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENT OF INCOME
| |
Three months ended June 30, |
Six months ended June 30, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2002 |
2001 |
2002 |
2001 |
||||||||||
| |
(unaudited; dollars in millions, except per unit amounts) |
|||||||||||||
| Operating revenue | ||||||||||||||
| Transportation | $ | 81.6 | $ | 81.1 | $ | 164.4 | $ | 153.0 | ||||||
| Natural gas gathering and marketing | 132.3 | | 223.5 | | ||||||||||
| Processing | 8.7 | | 16.0 | | ||||||||||
| 222.6 | 81.1 | 403.9 | 153.0 | |||||||||||
| Expenses | ||||||||||||||
| Power | 12.4 | 12.8 | 26.0 | 24.5 | ||||||||||
| Cost of natural gas | 130.8 | | 220.4 | | ||||||||||
| Operating and administrative | 30.9 | 26.7 | 58.7 | 46.8 | ||||||||||
| Depreciation and amortization | 18.6 | 15.7 | 36.9 | 31.1 | ||||||||||
| 192.7 | 55.2 | 342.0 | 102.4 | |||||||||||
| Operating income | 29.9 | 25.9 | 61.9 | 50.6 | ||||||||||
| Interest and other income | 0.6 | 0.8 | 1.2 | 1.5 | ||||||||||
| Interest expense | (13.5 | ) | (15.0 | ) | (28.2 | ) | (30.2 | ) | ||||||
| Minority interest | (0.2 | ) | (0.1 | ) | (0.4 | ) | (0.2 | ) | ||||||
| Net income | $ | 16.8 | $ | 11.6 | $ | 34.5 | $ | 21.7 | ||||||
| Net income per unit (Note 3) | $ | 0.39 | $ | 0.32 | $ | 0.82 | $ | 0.59 | ||||||
| Weighted average units outstanding (millions) | 35.2 | 29.7 | 34.4 | 29.3 | ||||||||||
| Cash distributions paid per unit | $ | 0.90 | $ | 0.875 | $ | 1.80 | $ | 1.75 | ||||||
The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.
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ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
| |
Six months ended June 30, |
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|---|---|---|---|---|---|---|---|---|---|---|
| |
2002 |
2001 |
||||||||
| |
(unaudited; dollars in millions) |
|||||||||
| Cash provided from operating activities | ||||||||||
| Net income | $ | 34.5 | $ | 21.7 | ||||||
| Adjustments to reconcile net income to cash provided from operating activities: | ||||||||||
| Depreciation | 36.9 | 31.1 | ||||||||
| Other | 0.2 | 0.2 | ||||||||
| Changes in operating assets and liabilities: | ||||||||||
| Accounts receivable and other | (24.4 | ) | (0.7 | ) | ||||||
| Oil shortage balance | (7.9 | ) | 6.5 | |||||||
| Materials and supplies | 0.3 | (0.1 | ) | |||||||
| General Partner and affiliates | 15.1 | 4.4 | ||||||||
| Accounts payable and other | 29.9 | 3.8 | ||||||||
| Interest payable | 0.3 | (0.2 | ) | |||||||
| Property and other taxes | (3.9 | ) | (4.0 | ) | ||||||
| 81.0 | 62.7 | |||||||||
| Investing activities | ||||||||||
| Repayments from affiliate | 0.2 | 0.2 | ||||||||
| Additions to property, plant and equipment | (102.6 | ) | (5.3 | ) | ||||||
| Changes in construction payables | 2.4 | (4.1 | ) | |||||||
| Asset acquisitions, net of cash acquired | (3.7 | ) | (35.4 | ) | ||||||
| (103.7 | ) | (44.6 | ) | |||||||
| Financing activities | ||||||||||
| Proceeds from unit issuance, net (Note 4) | 93.2 | 79.9 | ||||||||
| Loan from Enbridge Energy Company, Inc., net | (117.7 | ) | 35.3 | |||||||
| Distributions to partners | (67.3 | ) | (55.2 | ) | ||||||
| Variable rate financing, net | 130.0 | (83.0 | ) | |||||||
| Other | (1.8 | ) | | |||||||
| 36.4 | (23.0 | ) | ||||||||
| Increase (decrease) in cash and cash equivalents | 13.7 | (4.9 | ) | |||||||
| Cash and cash equivalents at beginning of period | 40.2 | 37.2 | ||||||||
| Cash and cash equivalents at end of period | $ | 53.9 | $ | 32.3 | ||||||
* Cash equivalents are defined as all highly marketable securities with a maturity of three months or less when purchased.
The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.
2
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| |
June 30, 2002 |
December 31, 2001 |
|||||
|---|---|---|---|---|---|---|---|
| |
(unaudited) |
|
|||||
| |
(dollars in millions) |
||||||
| ASSETS | |||||||
| Current assets | |||||||
| Cash and cash equivalents | $ | 53.9 | $ | 40.2 | |||
| Due from General Partner and affiliates | | 0.3 | |||||
| Accounts receivable and other | 79.1 | 63.1 | |||||
| Advances to affiliate | 2.7 | 2.9 | |||||
| Materials and supplies | 8.2 | 8.5 | |||||
| 143.9 | 115.0 | ||||||
| Property, plant and equipment, net | 1,556.3 | 1,486.6 | |||||
| Deferred charges and other | 40.4 | 47.6 | |||||
| $ | 1,740.6 | $ | 1,649.2 | ||||
| LIABILITIES AND PARTNERS' CAPITAL | |||||||
| Current liabilities | |||||||
| Due to General Partners and affiliates | $ | 14.8 | $ | | |||
| Accounts payable and other | 77.2 | 48.5 | |||||
| Oil shortage balance | 1.5 | 9.4 | |||||
| Interest payable | 7.1 | 6.8 | |||||
| Property and other taxes payable | 10.5 | 14.4 | |||||
| Loans from General Partner | 58.5 | 176.2 | |||||
| Current maturities and short-term debt | 168.0 | 31.0 | |||||
| 337.6 | 286.3 | ||||||
| Long-term debt | 708.4 | 715.4 | |||||
| Minority interest | 3.3 | 3.3 | |||||
| Deferred credits | 4.8 | | |||||
| 1,054.1 | 1,005.0 | ||||||
| Partners' capital | |||||||
| Class A common unitholders (Units authorized and issued31,313,634 in 2002 and 29,053,634 in 2001) | 633.3 | 577.0 | |||||
| Class B common unitholders (Units authorized and issued3,912,750 in 2001 and 2002) | 51.8 | 48.8 | |||||
| General Partner | 7.6 | 6.5 | |||||
| Accumulated other comprehensive income (loss) | (6.2 | ) | 11.9 | ||||
| 686.5 | 644.2 | ||||||
| $ | 1,740.6 | $ | 1,649.2 | ||||
The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.
3
ENBRIDGE ENERGY PARTNERS, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
| |
General Partner |
Class B Common Unitholders |
Class A Common Unitholders |
Other Comprehensive Income (Loss) |
Total Consolidated Partners' Capital |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
(unaudited; dollars in millions) |
|||||||||||||||
| Partners' capital at December 31, 2001 | $ | 6.5 | $ | 48.8 | $ | 577.0 | $ | 11.9 | $ | 644.2 | ||||||
| Allocation of net proceeds from unit issuance | 0.9 | 6.2 | 86.1 | | 93.2 | |||||||||||
| Net income allocation | 6.2 | 3.8 | 24.5 | | 34.5 | |||||||||||
| Distributions to partners | (6.0 | ) | (7.0 | ) | (54.3 | ) | | (67.3 | ) | |||||||
| Loss on derivative financial instruments | | | | (18.1 | ) | (18.1 | ) | |||||||||
| Partners' capital at June 30, 2002 | $ | 7.6 | $ | 51.8 | $ | 633.3 | $ | (6.2 | ) | $ | 686.5 | |||||
The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.
4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements of Enbridge Energy Partners, L.P. (the "Partnership") have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, they contain all adjustments, consisting only of normal recurring adjustments, which management considers necessary to present fairly the Partnership's financial position as at June 30, 2002 and December 31, 2001; the Partnership's results of operations for the three and six month periods ended June 30, 2002 and 2001; and the Partnership's cash flows for the six month periods ended June 30, 2002 and 2001. The results of operations for the Partnership's three and six months ended June 30, 2002 should not be taken as indicative of the results to be expected for the full year. The interim financial statements should be read in conjunction with the Partnership's consolidated financial statements and notes thereto presented in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.
2. Acquisitions
On November 30, 2001, the Partnership acquired natural gas gathering, transportation, processing and marketing assets in east Texas. The assets were purchased for cash of $230.0 million plus transaction costs of $0.5 million. The purchase was funded by the issuance of Class A Common Units with total net proceeds of $91.4 million and a short-term loan at market rates from the General Partner. The value allocated to the assets was determined by agreement between the parties and supported by an independent appraisal. Goodwill associated with the acquisition is $15.0 million and is allocated entirely to the Partnership's natural gas gathering and marketing segment. Customer contracts are comprised entirely of natural gas purchase and sale contracts and are allocated entirely to the Partnership's gas gathering and marketing segment.
The allocation of the purchase price is as follows:
| Transportation assets | $ | 180.5 | ||
| Processing assets | 20.0 | |||
| Customer contracts | 15.0 | |||
| Goodwill | 15.0 | |||
| Total | $ | 230.5 | ||
The consolidated financial statements include the results of operations from, and the estimated fair value of assets at, the date of acquisition.
The following summarized unaudited pro forma consolidated income statement information assumes the acquisition of the East Texas System had occurred on January 1, 2001 and January 1, 2000, respectively, and represent the combined results of operations for the three and six month periods ending June 30, 2001 and for each of the years ending December 31, 2001 and 2000. The unaudited pro forma financial results have been prepared for comparative purposes only and may not be
5
indicative of results that would have occurred if the Partnership had acquired the assets as of January 1 of either year. The amounts presented below are in millions, except per unit amounts:
| |
Pro Forma |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Six Months Ended June 30, 2001 |
Three Months Ended June 30, 2001 |
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| |
Partnership |
East Texas |
Pro Forma Combined |
Partnership |
East Texas |
Pro Forma Combined |
||||||||||||
| |
(Unaudited) |
|||||||||||||||||
| Revenues | $ | 153.0 | $ | 518.3 | $ | 671.3 | $ | 81.1 | $ | 208.3 | $ | 289.4 | ||||||
| Net income | $ | 21.7 | $ | 5.8 | $ | 27.5 | $ | 11.6 | $ | 1.1 | $ | 12.7 | ||||||
| Net income per unit | $ | 0.59 | $ | 0.12 | $ | 0.71 | $ | 0.32 | $ | (0.01 | ) | $ | 0.31 | |||||
| |
Pro Forma Twelve Months Ended December 31, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2001 |
2000 |
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| |
Partnership |
East Texas |
Pro Forma Combined |
Partnership |
East Texas |
Pro Forma Combined |
||||||||||||
| |
(Unaudited) |
|||||||||||||||||
| Revenues | $ | 340.4 | $ | 743.4 | $ | 1,083.8 | $ | 305.6 | $ | 541.1 | $ | 846.7 | ||||||
| Net income | $ | 38.9 | $ | 5.1 | $ | 44.0 | $ | 60.2 | $ | 5.5 | $ | 65.7 | ||||||
| Net income per unit | $ | 0.98 | $ | 0.05 | $ | 1.03 | $ | 1.78 | $ | (0.01 | ) | $ | 1.77 | |||||
On May 18, 2001, the Partnership completed its acquisition of the assets of Enbridge Pipelines (North Dakota) L.L.C. for cash of $35.4 million, including working capital and transaction costs. This acquisition was accounted for using the purchase method. North Dakota System results of operations have been included in earnings from the date of the acquisition. The purchase price has been allocated to current assets, liabilities and property, plant and equipment on the basis of estimated fair values, with property, plant and equipment being depreciated over the economic life of the assets. No goodwill or intangible assets were recognized in the acquisition. The acquisition was funded by a short-term loan from the General Partner.
3. Net Income per Unit
Net income per unit is computed by dividing net income, after deduction of the General Partner's allocation, by the weighted average number of Class A and Class B Common Units outstanding. The General Partner's allocation is equal to an amount based upon its 1.0% general partner interest, adjusted to reflect an amount equal to incentive distributions and an amount required to reflect
6
depreciation on the General Partner's historical cost basis for assets contributed on formation of the Partnership. Net income per unit was determined as follows:
| |
Three months ended June 30, |
Six months ended June 30, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2002 |
2001 |
2002 |
2001 |
|||||||||
| |
(unaudited; dollars in millions, except per unit amounts) |
||||||||||||
| Net income | $ | 16.8 | $ | 11.6 | $ | 34.5 | $ | 21.7 | |||||
| Net income allocated to General Partner | (0.2 | ) | (0.1 | ) | (0.4 | ) | (0.2 | ) | |||||
| Incentive distributions and historical cost depreciation adjustments | (2.8 | ) | (2.2 | ) | (5.8 | ) | (4.2 | ) | |||||
| (3.0 | ) | (2.3 | ) | (6.2 | ) | (4.4 | ) | ||||||
| Net income allocable to Common Units | $ | 13.8 | $ | 9.3 | $ | 28.3 | $ | 17.3 | |||||
| Weighted average Common Units outstanding (millions) | 35.2 | 29.7 | 34.4 | 29.3 | |||||||||
| Net income per unit | $ | 0.39 | $ | 0.32 | $ | 0.82 | $ | 0.59 | |||||
4. Unit Issuance
On March 4, 2002, the Partnership issued 2.2 million Class A Common Units, which generated proceeds, net of underwriters' discounts, commissions and issuance expenses, of approximately $90.8 million. Proceeds from this offering were used to repay indebtedness. On April 4, 2002, the Partnership issued an additional 60,000 Class A Common Units to the underwriters in the above offering upon exercise by the underwriters of the over-allotment option, resulting in additional proceeds to the Partnership, net of underwriters' discounts, commissions and issuance expenses, of approximately $2.4 million. After giving effect to the issuance of these Class A Common Units, the General Partner has an 11% limited partner interest (in the form of 3,912,750 Class B Common Units) and a 1% general partner interest in the Partnership, as well as a 1% general partner interest in Enbridge Energy, Limited Partnership (the "Operating Partnership").
5. Segment Information
The Partnership's operations are segmented for accounting purposes based on the type of business activity and management control. The table below provides certain information regarding the financial performance of these segments. The Partnership's transportation pipelines primarily receive crude oil, liquid hydrocarbons, natural gas and natural gas liquids (NGLs) from producers and other pipelines and deliver these products to other pipelines and customers, such as refineries and other industrial facilities.
The Partnership's natural gas gathering and marketing activities include providing natural gas supply and sales services to certain of its customers by purchasing the natural gas supply from other marketers, pipeline affiliates and natural gas producers and reselling the natural gas to customers.
Processing revenues are realized from the processing and treating of natural gas, which involves the extraction and sale of NGLs as well as the sale of the residual natural gas.
"Other" consists of costs of financing, interest income and minority interest, which are not allocated to the other business segments.
7
The following tables present certain financial information relating to the Partnership's business segments as at or for the three and six months ended June 30, 2002. As a result of the Partnership's North Dakota acquisition in May 2001 and East Texas acquisition in November 2001, the results of operations from the transportation segment as of and for the period ending June 30, 2002 include results from crude oil and natural gas transportation activities. Likewise, the Partnership's natural gas gathering and marketing and processing revenues were derived from the assets acquired in the East Texas acquisition in November 2001. As a result of these changes in the composition of the Partnership's segment reporting occurring in 2001, comparative segment information for 2001 is not shown.
8
| |
As at or for the Three Months Ended June 30, 2002 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Transportation |
Natural Gas Gathering and Marketing |
Processing |
Other |
Totals |
|||||||||||
| Operating revenues | $ | 81.6 | $ | 132.3 | $ | 8.7 | $ | | $ | 222.6 | ||||||
| Power | 12.4 | | | | 12.4 | |||||||||||
| Cost of natural gas | | 123.9 | 6.9 | | 130.8 | |||||||||||
| Operating and administrative | 24.6 | 4.4 | 0.7 | 1.2 | 30.9 | |||||||||||
| Depreciation and amortization | 16.4 | 1.8 | 0.4 | | 18.6 | |||||||||||
| Operating income | 28.2 | 2.2 | 0.7 | (1.2 | ) | 29.9 | ||||||||||
| Interest and other | | | | 0.6 | 0.6 | |||||||||||
| Interest expense | | | | (13.5 | ) | (13.5 | ) | |||||||||
| 28.2 | 2.2 | 0.7 | (14.1 | ) | 17.0 | |||||||||||
| Minority interest | | | | (0.2 | ) | (0.2 | ) | |||||||||
| Net income | $ | 28.2 | $ | 2.2 | $ | 0.7 | $ | (14.3 | ) | $ | 16.8 | |||||
| Total assets | $ | 1,470.7 | $ | 225.6 | $ | 42.1 | $ | 2.2 | $ | 1,740.6 | ||||||
| Capital expenditures (excluding acquisitions) | $ | 67.3 | $ | 4.6 | $ | 0.7 | $ | | $ | 72.6 | ||||||
| |
As at or for the Six Months Ended June 30, 2002 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Transportation |
Natural Gas Gathering and Marketing |
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