UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

Yes  ý       No  o

 

The Registrant had 10,251,167 Listed shares outstanding as of May 4, 2004.

 

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

 

Item 1.	Financial Statements
	Consolidated Statements of Income for the three month periods ended March 31, 2004 and 2003
	Consolidated Statements of Comprehensive Income  for the three month periods ended March 31, 2004 and 2003
	Consolidated Statements of Cash Flows for the three month periods ended March 31, 2004 and 2003
	Consolidated Statements of Financial Position as of March 31, 2004 and December 31, 2003
	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,” “could,” “should” or “will,” or the negative of those terms or other variations of them or by comparable terminology.  In particular, statements, expressed 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, 2003.

 

2

 

PART I – FINANCIAL INFORMATION

 

ITEM 1.                                                FINANCIAL STATEMENTS

 

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

 

		Three months ended March 31,
		2004			2003
		(unaudited; in millions, except per share amounts)
Equity income from investment in Enbridge Energy Partners, L.P.		$	5.1		$	5.8
Gain on issuance of units by Enbridge Energy Partners, L.P.		0.9			—
Income before income tax expense		6.0			5.8
Income tax expense		(2.1		)	(2.0		)
Net income		$	3.9		$	3.8
Net income per share, basic and diluted		$	0.38		$	0.41
Weighted average shares outstanding		10.2			9.3

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

 

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

 

		Three months ended March 31,
		2004			2003
		(unaudited, in millions)
Net income		$	3.9		$	3.8
Equity in other comprehensive loss of Enbridge Energy Partners, L.P., net of tax benefit of $1.2 and $1.2, respectively.		$	(2.4	)	$	(2.2	)
Comprehensive income		$	1.5		$	1.6

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 

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

 

		Three months ended March 31,
		2004			2003
		(unaudited, in millions)
Cash flows from operating activities
Net income		$	3.9		$	3.8
Adjustments to reconcile net income to cash provided from operating activities:
Equity income from investment in Enbridge Energy Partners, L.P.		(5.1		)	(5.8		)
Gain on issuance of units by Enbridge Energy Partners, L.P.		(0.9		)	—
Deferred income tax expense		2.1			2.0
Net cash flows from operating activities		$	—		$	—
Net cash flows from investing activities		$	—		$	—
Net cash flows from financing activities		$	—		$	—
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 are an integral part of these consolidated financial statements.

 

5

 

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

 

		March 31,			December 31,
		2004			2003
		(unaudited; dollars in millions)
ASSETS
Investment in Enbridge Energy Partners, L.P.		$	360.4		$	358.0
		$	360.4		$	358.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deferred income tax liability		$	10.4		$	9.5
		10.4			9.5
Stockholders’ equity
Voting shares-unlimited authorized; 1.16 in 2004 and 1.12 in 2003 voting shares issued and outstanding		—			—
Listed shares-unlimited authorized; 10,251,167 in 2004 and 10,062,169 in 2003 Listed shares issued and outstanding