SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-9091
INDIANA ENERGY, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1654378
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
1630 North Meridian Street, Indianapolis, Indiana 46202
(Address of principal executive offices) (Zip Code)
317-926-3351
(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
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 the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.
Common Stock - Without par value 22,556,942 April 30, 1994
Class Number of shares Date
TABLE OF CONTENTS
Page
Numbers
Part I - Financial Information
Consolidated Balance Sheets
at March 31, 1994 and 1993
and September 30, 1993
Consolidated Statements of Income
Three Months Ended March 31, 1994 and 1993,
Six Months Ended March 31, 1994 and 1993,
and Twelve Months Ended March 31, 1994 and 1993
Consolidated Statements of Cash Flows
Six Months Ended March 31, 1994 and 1993,
and Twelve Months Ended March 31, 1994 and 1993
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of Results of
Operations and Financial Condition
Part II - Other Information
Item 4 - Submission of Matters to a Vote of Security
Holders
Item 6 - Exhibits and Reports on Form 8-K
INDIANA ENERGY, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(Thousands - Unaudited)
March 31 September 30
1994 1993 1993
UTILITY PLANT:
Original cost $797,925 $745,668 $773,174
Less - Accumulated depreciation and amortization 279,539 258,500 267,629
518,386 487,168 505,545
NONUTILITY PLANT - NET 7,077 1,141 4,733
CURRENT ASSETS:
Cash and cash equivalents 15,891 21,657 5,188
Accounts receivable, less reserves of
$3,215, $3,787 and $2,055, respectively 65,497 50,176 14,172
Accrued unbilled revenues 19,778 15,065 10,748
Materials and supplies - at average cost 4,023 4,195 3,710
Liquefied petroleum gas - at average cost 881 843 1,019
Gas in underground storage - at last-in,
first-out cost 21,256 15,177 59,534
Recoverable gas costs - - 7,453
Prepayments 1,052 1,264 296
128,378 108,377 102,120
DEFERRED CHARGES:
Unamortized debt discount and expense 6,363 6,875 6,614
Other 14,847 10,899 12,268
21,210 17,774 18,882
$675,051 $614,460 $631,280
INDIANA ENERGY, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
SHAREHOLDERS' EQUITY AND LIABILITIES
(Thousands - Unaudited)
March 31 September 30
1994 1993 1993
CAPITALIZATION:
Common stock - authorized 64,000,000
shares - issued and outstanding
22,556,942, 20,830,847, and
22,459,916 shares, respectively (1) $145,777 $109,916 $143,476
Less unearned compensation - restricted stock grants 1,573 419 299
144,204 109,497 143,177
Retained earnings 140,817 131,225 115,470
Total common shareholders' equity 285,021 240,722 258,647
Long-term debt 164,901 174,901 164,901
449,922 415,623 423,548
CURRENT LIABILITIES:
Maturities and sinking fund requirements
of long-term debt 10,000 10,000 20,000
Notes payable 3,800 - 10,252
Accounts payable 42,030 39,116 41,602
Refundable gas costs 25,093 20,538 -
Customer deposits and advance payments 1,756 2,296 13,466
Accrued taxes 41,513 34,590 31,579
Accrued interest 3,024 3,287 3,342
Other current liabilities 18,097 16,136 13,515
145,313 125,963 133,756
DEFERRED CREDITS:
Deferred income taxes (See Note 12) 56,184 54,975 56,911
Unamortized investment tax credit 13,499 14,429 13,963
Regulatory income tax liability (See Note 12) 4,789 - -
Other 5,344 3,470 3,102
79,816 72,874 73,976
COMMITMENTS AND CONTINGENCIES (see Notes 10 & 11) - - -
$675,051 $614,460 $631,280
(1) Restated to reflect the three-for-two stock split October 1, 1993. See Note 8.
INDIANA ENERGY, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(Thousands except per share data)
(Unaudited)
Three Months Six Months
Ended March 31 Ended March 31
1994 1993 1994 1993
UTILITY OPERATING REVENUES $ 195,672 $ 178,256 $ 347,564 $ 333,793
COST OF GAS 122,239 109,851 215,485 211,365
MARGIN 73,433 68,405 132,079 122,428
UTILITY OPERATING EXPENSES:
Other operation and maintenance 23,244 25,140 42,777 42,451
Depreciation and amortization 7,358 6,651 14,270 13,231
Income taxes 13,120 10,064 22,118 18,013
Taxes other than income taxes 5,081 4,932 9,390 8,694
48,803 46,787 88,555 82,389
UTILITY OPERATING INCOME 24,630 21,618 43,524 40,039
INTEREST 4,043 4,229 8,283 8,229
OTHER (1,153) (219) (1,655) (100)
2,890 4,010 6,628 8,129
UTILITY INCOME 21,740 17,608 36,896 31,910
NONUTILITY INCOME (LOSS):
Net EnTrade operations - - - (341)
Gain on sale of EnTrade (See Note 2) - - - 11,863
Income tax on sale of EnTrade (See Note 2) - - - (4,745)
Other - net (68) (52) (24) (158)
NONUTILITY INCOME (LOSS) (68) (52) (24) 6,619
INCOME BEFORE PREFERRED DIVIDENDS 21,672 17,556 36,872 38,529
PREFERRED DIVIDEND REQUIREMENT OF
SUBSIDIARY - - - 285
NET INCOME $ 21,672 $ 17,556 $ 36,872 $ 38,244
AVERAGE COMMON SHARES OUTSTANDING (1) 22,557 20,812 22,551 20,795
EARNINGS PER AVERAGE SHARE OF
COMMON STOCK (1) $ 0.96 $ 0.84 $ 1.64 $ 1.84
(1) Adjusted to reflect the three-for-two stock split October 1, 1993. See Note 8.
INDIANA ENERGY, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(Thousands except per share data)
(Unaudited)
Twelve Months
Ended March 31
1994 1993
UTILITY OPERATING REVENUES $ 513,049 $ 462,162
COST OF GAS 317,673 286,627
MARGIN 195,376 175,535
UTILITY OPERATING EXPENSES:
Other operation and maintenance 84,628 74,351
Depreciation and amortization 27,845 26,096
Income taxes 19,921 16,434
Taxes other than income taxes 15,224 14,128
147,618 131,009
UTILITY OPERATING INCOME 47,758 44,526
INTEREST 16,694 15,149
OTHER (2,456) (1,359)
14,238 13,790
UTILITY INCOME 33,520 30,736
NONUTILITY INCOME (LOSS):
Net EnTrade operations - (425)
Gain on sale of EnTrade (See Note 2) - 11,863
Income tax on sale of EnTrade (See Note 2) - (4,745)
Other - net (314) (278)
NONUTILITY INCOME (LOSS) (314) 6,415
INCOME BEFORE PREFERRED DIVIDENDS 33,206 37,151
PREFERRED DIVIDEND REQUIREMENT OF
SUBSIDIARY - 1,140
NET INCOME $ 33,206 $ 36,011
AVERAGE COMMON SHARES OUTSTANDING (1) 22,254 20,764
EARNINGS PER AVERAGE SHARE OF
COMMON STOCK (1) $ 1.49 $ 1.73
(1) Adjusted to reflect the three-for-two stock split October 1, 1993. See Note 8.
INDIANA ENERGY, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands - Unaudited)
Six Months Twelve Months
Ended March 31 Ended March 31
1994 1993 1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 36,872 $ 38,244 $ 33,206 $ 36,011
Adjustments to reconcile net income to cash
provided from operating activities -
Gain on sale of EnTrade (See Note 2) - (11,863) - (11,863)
Depreciation and amortization 14,387 13,665 28,108 27,184
Deferred income taxes 1,286 996 3,221 2,208
Investment tax credit (465) (542) (930) (1,045)
Undistributed earnings of unconsolidated affiliates 29 (22) (43) 150
15,237 2,234 30,356 16,634
Changes in assets and liabilities net of effects from
the sale of EnTrade (See Note 2) -
Receivables - net (60,355) (74,318) (20,034) (42,656)
Inventories 38,103 33,410 (5,945) (3,619)
Accounts payable, customer deposits,
advance payments and other current liabilities (6,700) 38,572 4,335 60,602
Accrued taxes and interest 9,616 14,020 6,660 6,914
Refundable/recoverable gas costs 32,546 10,868 4,555 5,797
Prepayments (756) (1,652) 212 (830)
Minority interest - (916) - (1,110)
Other - net 4,008 (2,032) 3,164 (3,629)
Total adjustments 31,699 20,186 23,303 38,103
Net cash flows from operations 68,571 58,430 56,509 74,114
CASH FLOWS FROM (REQUIRED FOR) FINANCING
ACTIVITIES:
Issuance of common stock - net (95) 1,159 32,207 2,316
Redemption of preferred stock of subsidiary - (20,932) - (20,932)
Sale of long-term debt - 35,000 - 35,000
Reduction in long-term debt (10,000) (721) (10,000) (11,388)
Net change in short-term borrowings (6,452) (30,238) 3,800 -
Dividends on common stock (11,430) (10,219) (22,261) (20,188)
Net cash flows from (required for) financing activities (27,977) (25,951) 3,746 (15,192)
CASH FLOWS REQUIRED FOR INVESTING ACTIVITIES:
Capital expenditures (27,547) (25,123) (60,085) (55,452)
Net change in nonutility plant and other investments
net of effects from the sale of EnTrade (See Note 2) (2,344) (507) (5,936) (1,299)
Cash of subsidiary sold (See Note 2) - (4,936) - (4,936)
Sale of Tenneco stock (See Note 2) - 13,864 - 13,864
Net cash flows required for investing activities (29,891) (16,702) (66,021) (47,823)
NET INCREASE (DECREASE) IN CASH 10,703 15,777 (5,766) 11,099
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 5,188 5,880 21,657 10,558
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,891 $ 21,657 $ 15,891 $ 21,657
Indiana Energy, Inc. and Subsidiary Companies
Notes to Consolidated Financial Statements
1. Financial Statements.
The consolidated financial statements include the
accounts of Indiana Energy, Inc.'s (Indiana Energy)
wholly- and majority-owned subsidiaries, after
elimination of intercompany transactions. The
consolidated financial statements separate the regulated
utility operations, principally Indiana Gas Company,
Inc. (Indiana Gas) from nonutility operations. The
nonutility operations include IGC Energy, Inc. (IGC
Energy) and Energy Realty, Inc. (Energy Realty),
indirect wholly-owned subsidiaries of Indiana Energy.
The interim condensed consolidated financial statements
included in this report have been prepared by Indiana
Energy, without audit, as provided in the rules and
regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance
with generally accepted accounting principles have been
omitted as provided in such rules and regulations.
Indiana Energy believes that the information in this
report reflects all adjustments necessary to fairly
state the results of the interim periods reported, that
all such adjustments are of a normally recurring nature,
and the disclosures are adequate to make the information
presented not misleading. These interim financial
statements should be read in conjunction with the
financial statements and the notes thereto included in
Indiana Energy's latest annual report on Form 10-K.
Because of the seasonal nature of Indiana Energy's gas
distribution operations, the results shown on a
quarterly basis are not necessarily indicative of annual
results.
2. Sale of EnTrade.
On December 29, 1992, IGC Energy sold its interest in
EnTrade Corporation (EnTrade), a marketer of gas
supplies to industrial and utility customers primarily
in the eastern and midwestern United States. IGC Energy
received from the purchaser, Tenneco Gas Marketing
Company, 341,266 shares of Tenneco Inc. common stock
valued at approximately $13.9 million. This stock was
subsequently sold for approximately the same amount
during January 1993. The transaction resulted in a net
gain after tax of $7.1 million, or approximately 33
cents per average share adjusted for the three-for-two
stock split effective October 1, 1993, and has been
included in nonutility income in the six-month and
twelve-month periods ended March 31, 1993. EnTrade's
operations through the date of sale are reflected
separately on the income statement for all periods
reported.
Pro forma operating results for Indiana Energy, assuming
the sale of EnTrade occurred as of the beginning of the
six- and twelve-month periods ended March 31, 1993, are
shown in the following table. Earnings per average
share have been adjusted to reflect the three-for-two
stock split effective October 1, 1993.
Six Months Ended Twelve Months Ended
Thousands March 31, 1993 March 31,1993
Utility Income $31,910 $30,736
Nonutility Loss (158) (278)
Net Income 31,467 29,318
Earnings Per Average
Share of Common
Stock $1.51 $1.41
3. Cash Flow Information.
For the purposes of the Consolidated Statements of Cash
Flows, Indiana Energy considers cash investments with an
original maturity of three months or less to be cash
equivalents. Cash paid during the periods reported for
interest and income taxes were as follows:
Three Months Ended Six Months Ended Twelve Months Ended
March 31 March 31 March 31
Thousands 1994 1993 1994 1993 1994 1993
Interest (net of
amount capitalized) $ 5,987 $ 5,829 $ 7,807 $ 6,699 $15,114 $13,292
Income taxes $ 10,500 $ 8,550 $ 11,080 $ 10,743 $12,280 $14,758
On December 29, 1992, IGC Energy disposed of its
interest in EnTrade for approximately $13.9 million of
Tenneco Inc. Common Stock which was subsequently sold
for approximately the same amount during January 1993
(see Note 2). There were no other significant noncash
activities.
4. Revenues.
To more closely match revenues and expenses, Indiana Gas
records revenues for all gas delivered to customers but
not billed at the end of the accounting period.
5. Gas in Underground Storage.
Based on the cost of purchased gas during March 1994,
the cost of replacing the current portion of gas in
underground storage exceeded last-in, first-out cost at
March 31, 1994, by approximately $3,317,000.
6. Refundable or Recoverable Gas Costs.
The cost of gas purchased and refunds from suppliers,
which differ from amounts recovered through rates are
deferred and are being recovered or refunded in
accordance with procedures approved by the Indiana
Utility Regulatory Commission (IURC).
7. Allowance For Funds Used During Construction.
An allowance for funds used during construction (AFUDC),
which represents the cost of borrowed and equity funds
used for construction purposes, is charged to
construction work in progress during the period of
construction and included in "Other" on the Consolidated
Statements of Income. The current annual AFUDC rate is
7.5 percent, however, prior to September 30, 1992, a
rate of 10 percent was used.
The table below reflects the total interest capitalized
and the portion of which was computed on borrowed funds
and equity funds for all periods reported.
Three Months Ended Six Months Ended Twelve Months Ended
March 31 March 31 March 31
Thousands 1994 1993 1994 1993 1994 1993
AFUDC-Borrowed
Funds $ 13 $ 133 $ 244 $ 267 $ 556 $ 506
AFUDC-Equity
Funds 11 109 200 231 455 460
Total AFUDC
Capitalized $ 24 $ 242 $ 444 $ 498 $ 1,011 $ 966
AFUDC amounts for the six- and twelve-month periods
ended March 31, 1994, are considered more
representative than the three months ended March
31, 1994, due to an adjustment in the most recent
quarter.
8. Common Stock.
On May 3, 1993, a registration statement was filed by
Indiana Energy with the Securities and Exchange
Commission with respect to the issuance of 1 million pre-
split shares of common stock without par value
(excluding the Underwriter's over-allotment option of
150,000 pre-split shares). On May 26, 1993, 1 million
pre-split shares were issued under this registration
statement. On June 22, 1993, an additional 54,600 pre-
split shares were issued in connection with the over-
allotment option. The net proceeds of approximately
$31.4 million were reinvested in Indiana Gas during July
and used for a portion of the preferred stock redemption
and to finance its ongoing construction program, as well
as for other corporate purposes.
On July 30, 1993, the board of directors of Indiana
Energy authorized a three-for-two stock split of the
outstanding shares of its common stock for shareholders
of record on September 17, 1993. The shares were issued
on October 1, 1993. All share and per share amounts have
been restated for all periods reported to reflect the
stock split.
9. Long-Term Debt.
On October 15, 1993, $10 million of 9.30% medium-term
notes were redeemed.
10. Environmental.
In the past, Indiana Gas and others, including its
predecessors, former affiliates and/or previous
landowners, operated facilities for the manufacturing of
gas and storage of manufactured gas. These facilities
are no longer in operation and have not been operated
for many years. In the manufacture and storage of such
gas, various byproducts were produced, some of which may
still be present at the sites where these manufactured
gas plants and storage facilities were located. While
management believes those operations were conducted in
accordance with the then-applicable industry standards,
under currently applicable environmental laws and
regulations, Indiana Gas, and the others, may now be
required to take remedial action if certain materials
are found at these sites.
Indiana Gas has identified the existence, location and
certain general characteristics of 26 gas manufacturing
and storage sites. Indiana Gas is currently undertaking
remediation at two sites. Indiana Gas' share of
remediation and related costs for these two sites has
been accrued. These sites are currently being reviewed
by the Indiana Department of Environmental Management.
Indiana Gas is assessing, on a site-by-site basis,
whether any of the remaining 24 sites require
remediation, to what extent it is required and the
estimated cost of such action. Indiana Gas' share of the
estimated cost of performing these site-by-site
assessments has also been accrued. Indiana Gas has
completed preliminary assessments (PAs) on these sites
and has completed site work for site investigations
(SIs) at 15 of these sites. Based upon the site work
completed to date, Indiana Gas believes some level of
contamination may be present and ground water
monitoring, at a minimum, will likely be required. As a
result, Indiana Gas has accrued its share of the
estimated costs of ground water monitoring for all 24
sites. The total costs which may be incurred in
connection with the remediation of these 24 sites, if
remedial action beyond monitoring is required, cannot be
determined at this time.
Indiana Gas has nearly completed the process of
identifying all potentially responsible parties (PRPs)
for each site. Indiana Gas, with the help of outside
counsel, has prepared estimates for its share of
environmental liabilities, if they exist, at each of the
sites. Indiana Gas has accrued only its proportionate
share of the estimated costs, as described above, based
on equitable principles derived from case law or applied
by parties in achieving settlements.
Indiana Gas does not believe it can provide an estimate
of the reasonably possible total remediation costs for
any site, prior to completion of the remedial
investigation/ feasibility study (RI/FS) and developing
some sense of the timing of the resulting potential
remedial alternatives.
Indiana Gas has notified insurance carriers of potential
claims where policies may provide coverage for these
environmental costs. Indiana Gas has not recorded any
receivables related to recovery from insurance carriers
at this time.
In January 1992, Indiana Gas filed a petition with the
IURC seeking regulatory authority for, among other
matters, recovery through rates of all costs Indiana Gas
incurs in complying with federal, state and local
environmental regulations in connection with gas
manufacturing activities. On February 26, 1992, Indiana
Gas received authority from the IURC to employ deferred
accounting for these costs. This authorization will
extend until the IURC rules upon Indiana Gas' pending
request to establish and implement an ongoing ratemaking
mechanism that will be designed and intended to provide
for the recovery of these costs. An order is not
expected until later in calendar 1994. Indiana Gas has
deferred all environmental costs previously paid or
accrued. These costs are approximately $10.4 million
(including assessment, remediation and related costs) as
of March 31, 1994.
The impact of complying with federal, state and local
environmental regulations related to former manufactured
gas plant sites on Indiana Gas' financial position and
results of operations is contingent upon several
uncertainties. These include the cost of compliance, the
impact of joint and several liability upon the magnitude
of the contingency, the ratemaking treatment authorized
for these items by the IURC, as well as the recovery of
environmental and related costs from insurance carriers.
Indiana Gas believes it will be successful in recovering
the costs which it has incurred and may incur through
rates, from other potentially responsible parties and
from insurance carriers. However, there can be no
assurance as to the amount or timing of any such
recoveries.
11. Postretirement Benefits Other Than Pensions.
Indiana Gas provides postretirement health care and life
insurance benefits. Substantially all employees who
have completed 10 years of service will become eligible
for such benefits if they reach retirement age while
still working for the company. The plan pays stated
percentages of most reasonable and necessary medical
expenses incurred by retirees, after subtracting
payments by other providers and after a stated
deductible has been met. These benefits, as well as
similar benefits for active employees, are principally
self-insured. Currently, Indiana Gas does not fund this
postretirement plan.
Effective October 1, 1993, Indiana Gas adopted Statement
of Financial Accounting Standards No. 106, Employers'
Accounting for Postretirement Benefits Other Than
Pensions (SFAS 106). SFAS 106 requires accounting for
the costs of postretirement health care and life
insurance benefits on the accrual basis. This means the
costs of benefits paid in the future are recognized
during the years that an employee provides service to
Indiana Gas rather than the "pay-as-you-go" (cash)
basis.
Indiana Gas has elected to amortize the unfunded
transition obligation as of October 1, 1993, of
approximately $55 million over a period of 20 years.
The estimated annual provision for postretirement
benefit cost (including transition obligation
amortization) is approximately $8.2 million for fiscal
1994. This compares with the projected pay-as-you-go
cost of approximately $2.9 million for the same period.
Prior to fiscal 1994, Indiana Gas recognized
postretirement benefit costs on the pay-as-you-go (cash)
basis. Postretirement benefit costs recognized for
fiscal years 1993 and 1992 were approximately $2,855,000
and $2,653,000, respectively.
The following table reconciles the plan's funded status
to the accrued postretirement benefit cost as reflected
on the balance sheet as of October 1, 1993:
Thousands
Accumulated postretirement benefit obligation:
Retirees and dependents $30,313
Other fully eligible participants 6,839
Other active participants 18,288
55,440
Fair value of plan assets -
Accumulated postretirement benefit obligation
in excess of plan assets 55,440
Unrecognized transition obligation 55,440
Accrued postretirement benefit cost $ -
Net postretirement benefit cost for the three months and
six months ended March 31, 1994, consisted of the
following components:
Three Months Six Months
Thousands Ended March 31 Ended March 31
Service cost - benefits attributed to service
during the period $ 310 $ 744
Interest cost on accumulated postretirement
obligation 894 2,149
Amortization of transition obligation 617 1,483
Net postretirement benefit cost 1,821 4,376
Amounts deferred pending rate recognition 935 2,652
Actual cash payments $ 886 $ 1,724
The assumed health care cost trend rate for medical
gross eligible charges used in measuring the accumulated
postretirement benefit obligation as of October 1, 1993,
was 11% for fiscal 1994. This rate is assumed to
decrease gradually through fiscal 2003 to 4.75% and
remain at that level thereafter. A one percent increase
in the assumed health cost trend rates for each future
year produces approximately a $6.9 million increase in
the accumulated postretirement benefit obligation as of
October 1, 1993, and approximately a $884,000 increase
in the annual aggregate of the service and interest cost
components of net postretirement benefit cost. The
weighted-average discount rate used in determining the
accumulated postretirement benefit obligation was 7.25%.
In January 1992, Indiana Gas filed a petition with the
IURC seeking regulatory authority for, among other
matters, rate recovery of implementation of SFAS 106
relating to postretirement benefits other than
pensions. Through a generic order issued on December
30, 1992, Indiana Gas received authority from the IURC
to employ deferred accounting for these costs. This
authorization will extend until the IURC rules upon
Indiana Gas' pending request to adopt SFAS 106 for
ratemaking purposes. An order is not expected until
later in calendar 1994. On November 12, 1993, Indiana
Michigan Power Company (I & M) received an order from
the IURC in its general rate case authorizing SFAS 106
to be adopted for ratemaking purposes. Indiana Gas
continues to pursue full recovery of the costs of
implementation of SFAS 106, however, no assurance can
be given as to the ratemaking treatment for this
issue.
12. Income Taxes.
Effective October 1, 1993, Indiana Gas adopted Statement
of Financial Accounting Standards No. 109, Accounting
for Income Taxes (SFAS 109). Indiana Gas previously
used the deferred method of accounting for income taxes
as prescribed by Accounting Principles Bulletin Opinion
No. 11. SFAS 109 requires the use of the liability
method, which effectively results in a reduction in
previously provided deferred income taxes to reflect the
current statutory corporate tax rate.
Due to the effects of regulation on Indiana Gas, Indiana
Gas is not permitted to recognize the effect of a tax
rate change as income but is required to reduce tariff
rates to return the "excess" deferred income taxes to
ratepayers over the remaining life of the properties
that give rise to the taxes. Therefore, the cumulative
effect of a change in accounting principle upon the
initial application of SFAS 109 resulted in no impact on
earnings. Under SFAS 109, Indiana Gas has recorded a
net regulatory liability for approximately $4.8 million
on its balance sheet as of October 1, 1993, related to
deferred taxes.
Deferred income taxes reflect the net tax effect of
temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes.
Significant components of Indiana Gas' net deferred tax
liability as of October 1, 1993, are as follows:
Thousands
Deferred tax liabilities:
Accelerated depreciation $37,759
Property basis differences 17,347
Deferred fuel costs 9,528
Take-or-pay costs 5,102
Acquisition adjustment 6,904
Other 1,885
Deferred tax assets:
Deferred investment tax credit (5,296)
Regulatory income tax liability (1,815)
Less deferred income taxes related to
current assets and liabilities (16,515)
Balance at October 1, 1993 $54,899
13. Investment in Real Estate.
On March 31, 1994, Energy Realty invested $2.1 million
in an affordable housing partnership in Lafayette,
Indiana. Energy Realty is an 84% limited partner in
this partnership. Certain tax benefits, including low-
income housing tax credits and tax deductions for
operating losses of the housing project, may accrue to
Energy Realty as a result of this investment. This
investment is reflected in Nonutility Plant - Net on the
Consolidated Balance Sheet at March 31, 1994.
14. Reclassifications.
Certain reclassifications have been made to the prior
periods' financial statements to conform to the current
year presentation. These reclassifications have no
impact on margin or net income previously reported.
Indiana Energy, Inc. and Subsidiary Companies
Management's Discussion and Analysis of Results of Operations
and Financial Condition
Results of Operations
Earnings
The majority of Indiana Energy Inc.'s (Indiana Energy)
consolidated earnings are from the operations of its gas
distribution subsidiary, Indiana Gas Company, Inc.
(Indiana Gas). On December 29, 1992, IGC Energy, Inc.
(IGC Energy) disposed of its full investment in EnTrade
Corporation (EnTrade), resulting in a net gain after tax
of $7.1 million (see "Sale of EnTrade" on pages 8 and 18).
Although Indiana Energy will continue to consider
nonutility opportunities for investment, its principal
business has been and will continue to be gas
distribution.
Net income and earnings per average share of common
stock for the three-, six- and twelve-month periods ended
March 31, 1994, when compared to the same periods one year
ago are listed below. Earnings per average share for the
periods ended March 31, 1994, reflect the issuance of
approximately 1.1 million shares of common stock during
May 1993. Earnings per average share for the six- and
twelve-month periods ended March 31, 1993, reflect
approximately 33 cents per average share associated with
the sale of EnTrade.
Periods Ended March 31 1994 1993
(Millions except per Net Earnings Net Earnings
share data) Income Per Share Income Per Share
Three Months $21.7 $ .96 $17.6 $ .84
Six Months $36.9 $ 1.64 $38.2 $1.84
Twelve Months $33.2 $ 1.49 $36.0 $1.73
Earnings per average share have been adjusted to
reflect the three-for-two stock split effective October 1,
1993 (see Note 8).
The following discussion of operating results relates
primarily to the combined operations of Indiana Gas.
Margin (Revenues Less Cost of Gas)
Margin for the quarter ended March 31, 1994, increased
$5.0 million compared to the same period last year. The
increase was primarily due to weather 6 percent colder
than the same period last year and 4 percent colder than
normal. Additional residential and commercial customers
also contributed to the increase.
Margin for the six-month period ended March 31, 1994,
increased $9.7 million compared to the same period last
year. The increase for the six-month period reflects
weather 6 percent colder than the same period last year
and 3 percent colder than normal. Additional residential
and commercial customers, as well as the general rate
increase which was implemented October 28, 1992, also
contributed to the increase.
Margin for the twelve-month period ended March 31,
1994, increased $19.8 million compared to the same period
last year. The increase for the twelve-month period is
attributable to the general rate increase which was
implemented October 28, 1992, weather 5 percent colder
than the same period last year and 4 percent colder than
normal, as well as additional residential and commercial
customers.
Total system throughput (combined sales and
transportation) increased 7 percent (3,198 MDth) for the
second quarter of fiscal 1994, 6 percent (4,785 MDth) for
the six-month period, and 6 percent (6,931 MDth) for the
twelve-month period ended March 31, 1994, compared to the
same periods last year. Indiana Gas' rates for
transportation generally provide the same margins as are
earned on the sale of gas under its sales tariffs.
Approximately one-half of total system throughput
represents gas used for space heating and is affected by
weather.
Total average cost per unit of gas purchased increased
to $3.19 for the three-month period ended March 31, 1994,
compared to $2.60 for the same period one year ago. For
the six-month period, cost of gas per unit increased to
$3.12 in the current period compared to $2.82 for the same
period last year. For the twelve-month period, cost of
gas per unit increased to $3.07 in the current period
compared to $2.64 for the same period last year.
Significant factors in the changes include the influence
of weather on the demand for gas and the increased fixed
costs per unit associated with pipeline rate cases and the
restructuring prescribed by Federal Energy Regulatory
Commission Order No. 636. (See Federal Energy Regulatory
Commission Matters.)
Adjustments to Indiana Gas' rates and charges related
to the cost of gas are made quarterly through gas cost
adjustment (GCA) procedures established by Indiana law and
administered by the Indiana Utility Regulatory Commission
(IURC).
Operating Expenses
Operation and maintenance expenses decreased
approximately $1.9 million for the three-month period
ended March 31, 1994, when compared to the same period one
year ago. The decrease is primarily attributable to lower
provisions for uncollectible accounts and health insurance
claims, offset somewhat by increased labor costs and the
addition of new customers.
Operation and maintenance expenses for the six-month
period increased slightly compared to the same period one
year ago. Higher labor costs and related benefits,
including performance-based compensation, and the addition
of new customers were offset by lower provisions for
uncollectible accounts and health insurance claims.
Operation and maintenance expenses for the twelve-
month period increased approximately $10.3 million
compared to the same period one year ago. The increase is
attributable to increased labor and related benefits,
including performance-based compensation and contract
labor, as well as costs related to the addition of new
customers. The increase in labor is primarily due to
additional operating and maintenance projects in the last
half of fiscal 1993 which had been deferred in fiscal
years 1991 and 1992 because of very warm weather during
those years.
Depreciation and amortization expense increased for
the three-, six- and twelve-month periods ended March 31,
1994, when compared to the same periods one year ago as
the result of additions to utility plant to serve new
customers and to maintain dependable service to existing
customers.
Federal and state income taxes increased for the
three-, six- and twelve-month periods ended March 31,
1994, when compared to the same periods one year ago due
to higher taxable utility income and a higher federal tax
rate.
Taxes other than income taxes increased for the three-
, six- and twelve-month periods ended March 31, 1994, when
compared to the same periods one year ago primarily due to
higher gross receipts tax expenses resulting from
increased revenue. Increased property tax expense, as a
result of higher property tax rates and higher assessed
values, also contributed to the increase for the six- and
twelve-month periods.
Interest Expense
Interest expense increased for the twelve-month period
ended March 31, 1994, when compared to the same period
one year ago primarily as the result of an increase in
average debt outstanding slightly offset by a decrease in
interest rates. Interest expense for the three- and six-
month periods remained approximately the same when
compared to the same periods one year ago.
Sale of EnTrade
On December 29, 1992, IGC Energy sold its interest in
EnTrade, a marketer of gas supplies to industrial and
utility customers primarily in the Eastern and Midwestern
United States. IGC Energy received from the purchaser,
Tenneco Gas Marketing Company, 341,266 shares of Tenneco
Inc. common stock valued at approximately $13.9 million.
This stock was subsequently sold for approximately the
same amount during January 1993. The transaction resulted
in a net gain after tax of $7.1 million, or 33 cents per
average common share adjusted to reflect the three-for-two
stock split effective October 1, 1993, and has been
included in nonutility income in the six- and twelve-month
periods ended March 31, 1993. EnTrade's operations prior
to the sale had no significant effect on consolidated
earnings.
Other Operating Matters
Environmental Matters
Indiana Gas is currently conducting environmental
investigations and work at certain sites that were the
location of former manufactured gas plants. (See Note
10.)
Federal Energy Regulatory Commission Matters
In accordance with Federal Energy Regulatory Commission
(FERC) Order No. 636, Indiana Gas' pipeline service
providers have made a number of filings to restructure
services. On May 1, 1993, Panhandle Eastern Pipe Line
Company implemented a restructured services tariff. Texas
Eastern Transmission Company's restructured tariff was
implemented June 1, 1993. Indiana Gas' remaining pipeline
service providers implemented restructured services on
November 1, 1993. Indiana Gas' pipeline service providers
have begun to seek from customers, including Indiana Gas,
recovery of certain costs related to the transition to
restructured services. Those costs will include certain gas
supply realignment costs and are not expected to exceed $25
million.
In February 1994, Indiana Gas included certain
transition costs in a routine quarterly gas cost adjustment
(GCA) filing with the IURC. As part of that proceeding,
Indiana Gas was given authority to pass the Account 191
component of such costs through to ratepayers and to employ
deferred accounting for all other components of transition
costs pending the IURC's consideration of Indiana Gas'
request for authority to recover those costs. Indiana Gas'
proposal regarding the recovery of the remaining components
of transition costs, primarily gas supply realignment
costs, will be evaluated and ruled upon by the IURC later
this summer. The pending issues concern cost allocation
among customers and whether the remaining components of
transition costs are recoverable through the GCA or
alternatively, through base rates.
Indiana Gas believes these costs will be recoverable
and does not expect these matters to have a material effect
on its financial position or results of operation. Indiana
Gas continues to monitor developments concerning these and
other pipeline issues, to participate in related
negotiations and to represent its interest in pipeline
matters before FERC.
Postretirement Benefits Other Than Pensions
Effective October 1, 1993, Indiana Gas adopted Statement
of Financial Accounting Standards No. 106, Employers'
Accounting for Postretirement Benefits Other Than Pensions
(SFAS 106). SFAS 106 requires accounting for the costs of
postretirement health care and life insurance benefits on
the accrual basis. This means the costs of benefits paid in
the future are recognized during the years that an employee
provides service to Indiana Gas rather than the "pay-as-you-
go" (cash) basis. (See Note 11.)
In January 1992, Indiana Gas filed a petition with
the IURC seeking regulatory authority for, among other
matters, rate recovery of implementation of SFAS 106
relating to postretirement benefits other than pensions.
Through a generic order issued on December 30, 1992,
Indiana Gas received authority from the IURC to employ
deferred accounting for these costs. This authorization
will extend until the IURC rules upon Indiana Gas' pending
request to adopt SFAS 106 for ratemaking purposes. An
order is not expected until later in calendar 1994. On
November 12, 1993, Indiana Michigan Power Company (I & M)
received an order from the IURC in its general rate case
authorizing SFAS 106 to be adopted for ratemaking
purposes. Indiana Gas continues to pursue full recovery
of the costs of implementation of SFAS 106, however, no
assurance can be given as to the ratemaking treatment for
this issue.
Income Taxes
Effective October 1, 1993, Indiana Gas adopted Statement
of Financial Accounting Standards No. 109, Accounting for
Income Taxes (SFAS 109). Indiana Gas previously used the
deferred method of accounting for income taxes as prescribed
by Accounting Principles Bulletin Opinion No. 11. SFAS 109
requires the use of the liability method, which effectively
results in a reduction in previously provided deferred
income taxes to reflect the current statutory corporate tax
rate.
Due to the effects of regulation on Indiana Gas, Indiana
Gas is not permitted to recognize the effect of a tax rate
change as income but is required to reduce tariff rates to
return the "excess" deferred income taxes to ratepayers over
the remaining life of the properties that give rise to the
taxes. Therefore, the cumulative effect of a change in
accounting principle upon the initial application of SFAS
109 resulted in no impact on earnings.
Investment in Real Estate
On March 31, 1994, Energy Realty, Inc. (Energy Realty)
invested $2.1 million in an affordable housing partnership
in Lafayette, Indiana. Energy Realty is an 84% limited
partner in this partnership. Certain tax benefits,
including low-income housing tax credits and tax
deductions for operating losses of the housing project,
may accrue to Energy Realty as a result of this
investment. This investment is reflected in Nonutility
Plant - Net on the Consolidated Balance Sheet at March 31,
1994.
Liquidity and Capital Resources
New construction to provide service to a growing
customer base and normal system maintenance and
improvements will continue to require substantial capital
expenditures. For the twelve months ended March 31, 1994,
Indiana Gas' capital expenditures totaled $60.1 million.
Of this amount, 69 percent was provided by funds generated
internally (net income plus charges not requiring funds
less dividends). Capital expenditures for fiscal 1994 are
estimated at $51.4 million of which $27.5 million have been
expended during the six-month period ended March 31, 1994.
Indiana Gas' goal is to fund internally approximately
75 percent of its construction program. Capitalization
objectives for Indiana Gas are 55-65 percent common equity
and 35-45 percent long-term debt. This will help Indiana
Gas to maintain its high creditworthiness. The senior debt
of Indiana Gas is currently rated Aa3 by Moody's Investors
Service and AA- by Standard & Poor's Corporation and Duff &
Phelps.
On October 15, 1993, $10 million of 9.30% medium-term
notes were redeemed.
The nature of Indiana Gas' business creates large short-
term cash working capital requirements primarily to finance
customer accounts receivable, unbilled utility revenues
resulting from cycle billing, gas in underground storage
and construction expenditures until permanently financed.
Short-term borrowings tend to be greatest during the
heating season when accounts receivable and unbilled
utility revenues are at their highest. Depending on cost,
commercial paper or bank lines of credit are used as
sources of short-term financing. Indiana Gas' commercial
paper is rated P-1 by Moody's and A-1+ by Standard &
Poor's. Long-term financial strength and flexibility
require maintaining throughput volumes, controlling costs
and, if absolutely necessary, securing timely increases in
rates to recover costs and provide a fair and reasonable
return to shareholders.
Indiana Energy, Inc. and Subsidiary Companies
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security-
Holders
At the annual meeting of shareholders of Indiana
Energy, Inc. on January 10, 1994, (the "Annual
Meeting"), the shareholders elected the following
directors by the vote specified opposite each
director's name:
Broker
Director Votes For Votes Withheld Abstentions Non-Vote
Duane M. Amundson 18,748,682 160,695 - -
Howard J. Cofield 18,749,810 159,567 - -
Niel C. Ellerbrook 18,756,219 153,158 - -
Loren K. Evans 18,742,925 166,452 - -
The terms of the other eight board members, Gerald
L. Bepko, Lawrence A. Ferger, Anton H. George, James C.
Shook, Paul T. Baker, Otto N. Frenzel III,
Don E. Marsh and Richard P. Rechter will expire in
January 1995 or January 1996.
Item 6. Exhibits and Reports on Form 8-K
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.
INDIANA ENERGY,INC.
Registrant
Dated May 12, 1994 /s/Niel C.Ellerbrook
Niel C. Ellerbrook
Vice President and Treasurer
and Chief Financial Officer
Dated May 12, 1994 /s/Jerome A. Benkert
Jerome A. Benkert
Controller