Washington, D.C.  20549

 

FORM 10-Q

 

 

 

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

 

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)

Yes  o       No   ý

 

The Registrant had 1.09 voting shares outstanding and 9,865,752 limited voting shares outstanding as of November 14, 2003.

 

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Income for the three and nine month periods ended September 30, 2003 and the period from May 14, 2002 (inception) through September 30, 2002
	Consolidated Statements of Comprehensive Income (Loss) for the three and nine month periods ended September 30, 2003 and the period from May 14, 2002 (inception) through September 30, 2002
	Consolidated Statements of Cash Flows for the nine month period ended September 30, 2003 and the period from May 14, 2002 (inception) through September 30, 2002
	Consolidated Statements of Financial Position as of September 30, 2003 and December 31, 2002
	Notes to the Consolidated Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings
Item 6.	Exhibits and Reports on Form 8-K
Signature

 

Exhibits

 

This Quarterly Report on Form 10-Q contains forward-looking statements.   These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts.  They use words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “position,” “projection,” “strategy,” or “will,” or the negative of those terms or other variations of them or by comparable terminology.  In particular, statements, express or implied, concerning future actions, conditions or events or future operating results or the ability to generate sales, income or cash flow or to make distributions are forward-looking statements.  Forward-looking statements are not guarantees of performance.  They involve risks, uncertainties and assumptions.  Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements.  Many of the factors that will determine these results are beyond the ability of Enbridge Energy Management, L.L.C. (“Enbridge Management”) to control or predict. For additional discussion of risks, uncertainties, and assumptions, see Enbridge Management’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

 

2

 

PART I – FINANCIAL INFORMATION

 

ITEM 1.                                                FINANCIAL STATEMENTS

 

ENBRIDGE ENERGY MANAGEMENT, L.L.C.
CONSOLIDATED STATEMENTS OF INCOME

 

(unaudited; dollars in millions, except per share)		Three months ended September 30, 2003			Nine months ended September 30, 2003			May 14, 2002 (inception) through September 30, 2002
Equity income from investment in Enbridge Energy Partners, L.P.		$	3.9		$	13.3		$	—
Gain on issuance of units by Enbridge Energy Partners, L.P. (Note 3)		—			5.0			—
Income before income tax		3.9			18.3			—
Income tax expense		(1.4		)	(6.4		)	—
Net income		$	2.5		$	11.9		$	—
Net income per share, basic and diluted		$	0.26		$	1.25		$	—
Weighted average shares outstanding (millions)		9.8			9.5			—

 

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

 

3

 

ENBRIDGE ENERGY MANAGEMENT, L.L.C.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

(unaudited; dollars in millions)		Three months ended September 30, 2003			Nine months ended September 30, 2003			May 14, 2002 (inception) through September 30, 2002
Net income		$	2.5		$	11.9		$	—
Equity in other comprehensive income (loss) of Enbridge Energy Partners, L.P., net of tax benefit (expense) of $(1.4) and $4.0, respectively.		$	2.6		$	(4.7	)	$	—
Comprehensive income		$	5.1		$	7.2		$	—

 

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

 

4

 

ENBRIDGE ENERGY MANAGEMENT, L.L.C.
CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(unaudited; dollars in millions)		Nine months ended September 30, 2003			May 14, 2002 (inception) through September 30, 2002
Cash flows from operating activities
Net income		$	11.9		$	—
Adjustments to reconcile net income to cash provided from operating activities Equity income from investment in Enbridge Energy Partners, L.P.		(13.3		)	—
Gain on issuance of units by Enbridge Energy Partners, L.P.		(5.0		)	—
Deferred income taxes		6.4			—
Cash flows from operating activities		—			—
Investment in Enbridge Energy Partners, L.P.		0.1			—
Cash flows from investing activities		0.1			—
Issuance costs		(0.1		)	—
Cash flows used by financing activities		(0.1		)	—
Net change in cash and cash equivalents		—			—
Cash and cash equivalents at beginning of period		—			—
Cash and cash equivalents at end of period		$	—		$	—

 

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

 

5

 

ENBRIDGE ENERGY MANAGEMENT, L.L.C.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

(unaudited; dollars in millions)		September 30, 2003			December 31, 2002
ASSETS
Investment in Enbridge Energy Partners, L.P.		$	342.2		$	332.6
		$	342.2		$	332.6
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deferred income taxes