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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND
IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT

(Mark One)


X

Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended

September 30, 2004

Or

 

Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the transition period from

 

to

 

Commission File No. 333-30761

CALIFORNIA INFRASTRUCTURE AND ECONOMIC
DEVELOPMENT BANK SPECIAL PURPOSE TRUST SDG&E-1
(Issuer of the Certificates)

SDG&E FUNDING LLC
(Exact Name of Registrant As Specified In
Its Certificate of Formation)

Delaware

95-1184800

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

101 Ash Street, Room 111,
San Diego, California


92101

(Address of principal executive offices)

(Zip code)

Registrant's telephone number, including area code:

(619) 696-2328

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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

 

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

Yes

 

No

X

 






PART I

Item 1. Financial Statements.

SDG&E FUNDING LLC

STATEMENTS OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY

(In thousands of dollars)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2004

2003

2004

2003

INCOME

Interest income

$3,535

$4,568

$11,301

$14,376

Other income

275

286

850

853

Total Income

3,810

4,854

12,151

15,229

EXPENSES

Interest expense

3,645

4,679

11,632

14,706

General & administrative

165

175

519

523

Total Expenses

3,810

4,854

12,151

15,229

NET INCOME

--

--

--

--

Member's equity at

beginning of period

3,290

3,290

3,290

3,290

MEMBER'S EQUITY AT

END OF PERIOD

$3,290

$3,290

$3,290

$3,290

See note to financial statements.

 

 

SDG&E FUNDING LLC

BALANCE SHEET

(In thousands of dollars)

September 30,

December 31,

2004

2003

ASSETS

Current Assets:

Cash and cash equivalents

$

565

$

565

Interest and other receivables

4,404

3,914

Current portion of transition property

65,800

65,800

Total Current Assets

70,769

70,279

Noncurrent Assets:

Transition property

142,458

190,404

Deferred financing costs

2,127

2,617

Restricted funds

23,440

18,157

TOTAL ASSETS

$

238,794

$

281,457

LIABILITIES AND MEMBER'S EQUITY

Current Liabilities:

Current portion of long-term debt

$

65,800

$

65,800

Overcollections from SDG&E customers

20,250

14,967

Total Current Liabilities

86,050

80,767

Long-term debt

149,454

197,400

Total Liabilities

235,504

278,167

Member's Equity

3,290

3,290

TOTAL LIABILITIES AND MEMBER'S EQUITY

$

238,794

$

281,457

See note to financial statements.

 

 

SDG&E FUNDING LLC

STATEMENT OF CASH FLOWS

(In thousands of dollars)

Nine Months Ended

September 30,

2004

2003

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income

$

--

$

--

Adjustments to reconcile net income to net

cash provided by operating activities:

Amortization of deferred financing costs

490

497

Increase in interest and other receivables

(490

)

(562

)

Increase in overcollections from SDG&E customers

5,283

2,674

NET CASH PROVIDED BY OPERATING ACTIVITIES

5,283

2,609

CASH FLOWS FROM FINANCING ACTIVITIES:

Collection of transition property from SDG&E

47,946

47,879

Payments on long-term debt

(47,946

)

(47,879

)

Increase in restricted funds

(5,283

)

(2,680

)

NET CASH USED BY FINANCING ACTIVITIES

(5,283

)

(2,680

)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

--

--

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

565

565

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

565

$

565

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest payments

$

11,719

$

14,804

See note to financial statements.

 

 






Note to Financial Statements

 

Basis of Presentation

This Quarterly Report on Form 10-Q includes the financial statements of SDG&E Funding LLC, a Delaware special-purpose limited-liability company whose sole member is San Diego Gas & Electric Company (SDG&E), a provider of electric and natural-gas services. SDG&E is a wholly owned subsidiary of Sempra Energy. Information in this quarterly report is unaudited and should be read in conjunction with SDG&E Funding LLC's Financial Statements and Notes to Financial Statements included in its 2003 Annual Report on Form 10-K and in its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2004 and June 30, 2004.

SDG&E Funding LLC believes that the accompanying statements reflect all adjustments that are necessary to present a fair statement of the financial position and results of operations for the interim periods. All material adjustments are of a normal, recurring nature unless otherwise disclosed in this Quarterly Report on Form 10-Q. Results of operations for interim periods are not necessarily indicative of results to be expected for a full year.

SDG&E Funding LLC was organized for the limited purposes of issuing Notes and holding and servicing Transition Property. Notes are SDG&E Funding LLC Notes, Series 1997-1, Class A-1 through Class A-7 (presented in the financial statements as Long-Term Debt), secured by the Transition Property and other, limited collateral. Transition Property is the right to be paid a specified amount (presented in the financial statements as Transition Property) from nonbypassable charges, frequently referred to as FTA Charges, levied on residential electric customers and small commercial electric customers of SDG&E. The nonbypassable charges were authorized by the California Public Utilities Commission (CPUC) pursuant to the electric industry restructuring mandated by California Assembly Bill 1890, as amended by California Senate Bill 477.

Since SDG&E Funding LLC is a single-member, limited-liability company, its federal income tax effects and its State of California franchise tax effects accrue to SDG&E.

 






Item 2. Management's Narrative Analysis of the Results of Operations.

The following analysis of the financial condition and results of operations of SDG&E Funding LLC (the Note Issuer) is in an abbreviated format pursuant to Instruction H of Form 10-Q. Such analysis should be read in conjunction with the Financial Statements and Note to Financial Statements included in Item 1 above and the Financial Statements and Notes to Financial Statements included in the Note Issuer's Annual Report on Form 10-K for the year ended December 31, 2003 and its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2004 and June 30, 2004.

The Note Issuer is limited by its organizational documents to engaging in the activities of owning certain property created pursuant to the California Public Utilities Code (the Transition Property) and issuing SDG&E Funding LLC Notes, Series 1997-1, Class A-1 through Class A-7 (the Notes) secured by the Transition Property and other limited collateral, and related activities. The Notes were issued pursuant to an Indenture between the Note Issuer and Bankers Trust Company of California, N.A., as trustee (the Indenture). The Note Issuer sold the Notes to the California Infrastructure and Economic Development Bank Special Purpose Trust SDG&E-1, a Delaware business trust (the Trust), which issued certificates corresponding to each class of the Notes in a public offering.

Operating statement effects are limited primarily to income generated from the Transition Property, interest expense on the Notes and incidental investment interest income. The Note Issuer expects to use collections with respect to the Transition Property to make scheduled principal and interest payments on the Notes. Interest income earned on the Transition Property is expected to offset (1) interest expense on the Notes, (2) amortization of debt-issuance expenses and the discount on the Notes, and (3) the fees charged by SDG&E for servicing the Transition Property and providing administrative services to the Note Issuer.

Collections of $21,465,000 resulted in a net overcollection for the three months ended September 30, 2004, of $1,661,000 after deducting scheduled principal and interest payments of $19,551,000, payments of $171,000 for servicing fees and other expenses, and $82,000 retained to fund the Overcollateralization Account established under the Notes' indenture. Collections of $20,753,000 resulted in a net undercollection for the three months ended September 30, 2003, of $168,000 after deducting scheduled principal and interest payments of $20,627,000, payments of $212,000 for servicing fees and other expenses, and $82,000 retained to fund the Overcollateralization Account established under the Notes' indenture.

Collections of $65,487,000 resulted in a net overcollection for the nine months ended September 30, 2004, of $5,035,000 after deducting scheduled principal and interest payments of $59,664,000, payments of $542,000 for servicing fees and other expenses, and $246,000 retained to fund the Overcollateralization Account established under the Notes' indenture. Collections of $66,100,000 resulted in a net overcollection for the nine months ended September 30, 2003, of $2,434,000 after deducting scheduled principal and interest payments of $62,755,000, payments of $665,000 for servicing fees and other expenses, and $246,000 retained to fund the Overcollateralization Account established under the Notes' indenture.

The FTA Charges are adjusted at least annually if there is a material shortfall or overage in collections. Management believes that it is reasonable to expect future collections of FTA Charges to be sufficient to make scheduled payments on the Notes and pay related expenses on a timely basis.

ITEM 4. CONTROLS AND PROCEDURES

The company has designed and maintains disclosure controls and procedures to ensure that information required to be disclosed in the company's reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and is accumulated and communicated to the company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating these controls and procedures, management recognizes that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives and necessarily applies judgment in evaluating the cost-benefit relationship of other possible controls and procedures.

Under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the company evaluated the effectiveness of the design and operation of the company's disclosure controls and procedures as of September 30, 2004, the end of the period covered by this report. Based on that evaluation, the company's Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level.

There has been no change in the company's internal controls over financial reporting during the company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company's internal controls over financial reporting.






 

PART II

OTHER INFORMATION

 

Item 1. Legal Proceedings.

None.

 

Item 5. Other Information.

Attached, with respect to the Note Issuer and the Trust, as Exhibit 99.1 is the Quarterly Servicer's Certificate for the quarter ended September 30, 2004, delivered pursuant to the Note Indenture. It includes information relating to the collections of the nonbypassable charges (the FTA Charges) payable by residential electric customers and small commercial electric customers.

 

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

Exhibit 31 - Section 302 Certification

31.1 Statement of Registrant's Chief Executive Officer pursuant

to Rules 13a-14 and 15d-14 of the Securities Exchange Act of

1934.

31.2 Statement of Registrant's Chief Financial Officer pursuant

to Rules 13a-14 and 15d-14 of the Securities Exchange Act of

1934.

Exhibit 32 - Section 906 Certification

32.1 Statement of Registrant's Chief Executive Officer pursuant

to 18 U.S.C. Sec. 1350.

32.2 Statement of Registrant's Chief Financial Officer pursuant

to 18 U.S.C. Sec. 1350.

Exhibit 99 - Miscellaneous

99.1 Quarterly Servicer's Certificate dated September 22, 2004.

 

(b) Reports on 8-K:

None.

 






SIGNATURES

 

Pursuant to the requirement of Section 13 or 15(d) 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.

SDG&E Funding LLC,
as Registrant

 

 

Date: November 15, 2004

By: /s/ James P. Trent
- -----------------------------
James P. Trent
Chief Financial Officer and
Chief Accounting Officer