SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [ X ] QUARTERLY REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 1994 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-3553 SOUTHERN INDIANA GAS AND ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Indiana 35-0672570 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 20 N. W. Fourth Street Evansville, Indiana 47741-0001 (Address of principal executive offices) (812) 465-5300 (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 [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. Common Stock, without par value - 15,754,826 Shares Outstanding at June 30, 1994 SOUTHERN INDIANA GAS AND ELECTRIC COMPANY CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Six Months Ended June 30, June 30, 1994 1993 1994 1993 (in thousands except per share data) OPERATING REVENUES Electric $60,484 $61,087 $129,126 $123,897 Gas 13,774 15,036 49,855 45,808 Total operating revenues 74,258 76,123 178,981 169,705 OPERATING EXPENSES Operation: Fuel for electric generation 19,652 19,671 44,324 37,914 Purchased electric energy 2,100 2,650 3,385 6,616 Cost of gas sold 6,366 8,128 31,549 29,077 Other 11,698 9,806 22,322 18,761 Total operation 39,816 40,255 101,580 92,368 Maintenance 8,832 6,787 14,070 12,708 Depreciation and amortization 9,435 9,346 18,871 18,692 Federal and state income taxes 3,028 3,832 10,300 10,045 Property and other taxes 2,831 3,237 6,626 7,087 Total operating expenses 63,942 63,457 151,447 140,900 OPERATING INCOME 10,316 12,666 27,534 28,805 Other Income: Allowance for other funds used during construction 1,246 654 2,394 909 Interest 145 556 332 688 Other, net 758 395 1,346 1,117 _______ _______ ________ ________ 2,149 1,605 4,072 2,714 INCOME BEFORE INTEREST CHARGES 12,465 14,271 31,606 31,519 Interest Charges: Interest on long-term debt 4,666 5,007 9,289 9,394 Amortization of premium, discount and expense on debt 185 259 360 354 Other interest 222 103 461 280 Allowance for borrowed funds used during construction (615) (292) (1,171) (411) _______ _______ ________ ________ 4,458 5,077 8,939 9,617 NET INCOME 8,007 9,194 22,667 21,902 Preferred Stock Dividends 276 276 552 552 NET INCOME APPLICABLE TO COMMON STOCK $ 7,731 $ 8,918 $ 22,115 $ 21,350 AVERAGE COMMON SHARES OUTSTANDING 15,755 15,755 15,755 15,755 EARNINGS PER SHARE OF COMMON STOCK $0.49 $0.57 $1.40 $1.36 <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. SOUTHERN INDIANA GAS AND ELECTRIC COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 1994 1993 (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 22,667 $ 21,902 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 18,871 18,692 Deferred income taxes and investment tax credits, net 1,487 887 Allowance for other funds used during construction (2,394) (909) Change in assets and liabilities: Receivables, net 3,586 2,704 Inventories 2,862 13,223 Coal contract settlement 2,833 - Accounts payable (6,426) (13,771) Accrued taxes (631) 2,278 Refunds from gas suppliers - 1,585 Refunds to customers 2,657 179 Accrued coal liability 6,421 3,053 Other assets and liabilities 3,646 461 Net cash provided by operating activities 55,579 50,284 CASH FLOWS FROM INVESTING ACTIVITIES: Construction expenditures (net of allowance for other funds used during construction) (42,230) (23,296) Demand side management program expenditures (2,648) (2,380) Purchases of investments (4,507) (4,044) Sales of investments 3,103 4,538 Investments in partnerships (3,470) (2,571) Change in nonutility property (770) (559) Other 515 378 Net cash used in investing activities (50,007) (27,934) CASH FLOWS FROM FINANCING ACTIVITIES: First mortgage bonds - 155,000 Dividends paid (13,500) (13,195) Reduction in preferred stock and long-term debt - (104,500) Change in environmental improvement funds held by Trustee 9,279 (35,175) Change in notes payable 6,478 (5,188) Other - (5,616) Net cash provided by (used in) financing activities 2,257 (8,674) NET INCREASE IN CASH AND CASH EQUIVALENTS 7,829 13,676 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 14,732 3,556 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 22,561 $ 17,232 <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. SOUTHERN INDIANA GAS AND ELECTRIC CONSOLIDATED BALANCE SHEETS June 30, December 31, 1994 1993 (in thousands) ASSETS Utility Plant, at original cost: Electric $885,429 $879,476 Gas 109,260 107,864 ________ ________ 994,689 987,340 Less - Accumulated provision for depreciation 441,673 424,086 ________ ________ 553,016 563,254 Construction work in progress 108,092 72,615 Net Utility Plant 661,108 635,869 Other Investments and Property: Investments in leveraged leases 34,578 34,924 Investments in partnerships 24,037 25,023 Environmental improvement funds held by Trustee 13,334 22,613 Nonutility property and other 8,767 7,997 ________ ________ 80,716 90,557 Current Assets: Cash and cash equivalents 7,391 5,983 Restricted cash 15,170 8,749 Temporary investments, at cost which approximates market 7,944 6,540 Receivables,less allowance of $325 and $136, respectively 24,955 28,541 Inventories 35,328 38,190 Other current assets 1,551 3,048 ________ ________ 92,339 91,051 Deferred Charges: Coal contract settlement 10,462 13,295 Unamortized premium on reacquired debt 6,861 7,100 Postretirement benefits obligation other than pensions 6,349 4,125 Demand side management program 10,059 7,411 Other deferred charges 12,403 11,433 ________ ________ 46,134 43,363 $880,297 $860,841 <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. SOUTHERN INDIANA GAS AND ELECTRIC COMPANY CONSOLIDATED BALANCE SHEETS June 30, December 31, 1994 1993 (in thousands) SHAREHOLDERS' EQUITY AND LIABILITIES Common Stock $102,799 $102,799 Retained Earnings 213,616 204,449 ________ ________ 316,415 307,248 Less Treasury Stock, at cost 24,540 24,540 Common Shareholders' Equity 291,875 282,708 Cumulative Nonredeemable Preferred Stock 11,090 11,090 Cumulative Redeemable Preferred Stock 7,500 7,500 Cumulative Special Preferred Stock 1,015 1,015 Long-Term Debt, net of current maturities 261,595 261,100 Long-Term Partnership Obligations, net of current maturities 9,507 12,881 Total capitalization, excluding bonds subject to tender (see Consolidated Statements of Capitalization) 582,582 576,294 Current Liabilities: Current Portion of Adjustable Rate Bonds Subject to Tender 41,475 41,475 Current Maturities of Long-Term Debt, Interim Financing and Long-Term Partnership Obligations: Maturing long-term debt 715 763 Notes payable 17,100 11,040 Partnership obligations 3,374 3,849 Total current maturities of long-term debt, interim financing,and long-term partnership obligations 21,189 15,652 Other Current Liabilities: Accounts payable 27,514 33,939 Dividends payable 126 135 Accrued taxes 7,310 7,941 Accrued interest 4,579 4,517 Refunds to customers 6,055 3,398 Acrued coal liability 15,170 8,749 Other accrued liabilities 13,446 10,124 Total other current liabilities 74,200 68,803 Total current liabilities 136,864 125,930 Deferred Credits and Other: Accumulated deferred income taxes 120,968 117,267 Accumulated deferred investment tax credits, being amortized over lives of property 25,617 26,549 Regulatory liability 5,915 7,197 Postretirement benefits obligation other than pensions 6,349 4,125 Other 2,002 3,479 ________ ________ 160,851 158,617 $880,297 $860,841 <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. SOUTHERN INDIANA GAS AND ELECTRIC COMPANY CONSOLIDATED STATEMENTS OF CAPITALIZATION June 30, December 31, 1994 1993 (in thousands) COMMON SHAREHOLDERS' EQUITY: Common Stock, without par value, authorized 50,000,000 shares, issued 16,865,003 shares $102,799 $102,799 Retained Earnings, $2,209,642 restricted as to payment of cash dividends on common stock 213,616 204,449 ________ ________ 316,415 307,248 Less Treasury Stock, at cost, 1,110,177 shares 24,540 24,540 ________ ________ 291,875 282,708 PREFERRED STOCK: Cumulative, $100 par value, authorized 800,000 shares issuable, in series Nonredeemable 4.8% Series, outstanding 85,895 shares, callable at $110 per share 8,590 8,590 4.75% Series, outstanding 25,000 shares, callable at $101 per share 2,500 2,500 ________ ________ 11,090 11,090 Redeemable 6.50% Series, outstanding 75,000 shares redeemable at $100 per share December 1, 2002 7,500 7,500 SPECIAL PREFERRED STOCK: Cumulative, no par value, authorized 5,000,000 shares, issuable in series: 8 1/2% series, outstanding 10,150shares, redeemable at $100 per share 1,015 1,015 LONG-TERM DEBT, NET OF CURRENT MATURITIES: First mortgage bonds 254,740 254,740 Notes payable 7,728 7,263 Unamortized debt premium and discount, net (873) (903) ________ ________ 261,595 261,100 LONG-TERM PARTNERSHIP OBLIGATIONS, NET OF CURRENT MATURITIES 9,507 12,881 CURRENT PORTION OF ADJUSTABLE RATE POLLUTION CONTROL BONDS SUBJECT TO TENDER, DUE: 2015, Series A, presently 5.75% 9,975 9,975 2015, Series B, presently 3.50% 31,500 31,500 ________ ________ 41,475 41,475 Total capitalization, including bonds subject to tender $624,057 $617,769 <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. SOUTHERN INDIANA GAS AND ELECTRIC COMPANY CONSOLIDATED STATEMENTS OF RETAINED EARNINGS for the six months ended June 30, 1994 1993 (in thousands) Balance Beginning of Period $204,449 $191,255 Net Income 22,667 21,902 ________ ________ 227,116 213,157 Preferred stock dividends 543 552 Common stock dividends ($0.825 per share in 1994 and $0.805 per share in 1993) 12,957 12,643 ________ ________ 13,500 13,195 Balance End of Period (See Consolidated Statements of Capitalization for restriction) $213,616 $199,962 <FN> The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. SOUTHERN INDIANA GAS AND ELECTRIC COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. GENERAL It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's 1993 Annual Report to Shareholders. The 1994 consolidated statements are on the basis of interim figures and are subject to audit and adjustments. These financial statements include the accounts of Southern Indiana Gas and Electric Company and its wholly-owned subsidiaries, Southern Indiana Properties, Inc., Lincoln Natural Gas Company, Inc., Energy Systems Group, Inc. (Energy) and Southern Indiana Minerals, Inc. (SIMI), and include all adjustments which are in the opinion of management, necessary for a fair statement of the financial position and results of operations for the six months ended June 30, 1994. Energy and SIMI were incorporated during the second quarter of 1994. Because of seasonal and other factors, the earnings for the six months ending June 30, 1994 should not be taken as an indication for all or any part of the balance of 1994. 2. UTILITY PLANT Utility plant is stated at the historical original cost of construction. Such cost includes payroll-related costs such as taxes, pensions and other fringe benefits, general and administrative costs, and an allowance for the cost of funds used during construction (AFUDC), which represents the estimated debt and equity cost of funds capitalized as a cost of construction. While capitalized AFUDC does not represent a current source of cash, it does represent a basis for future cash revenues through depreciation and return allowances. The weighted average AFUDC rates (before income taxes) used by the Company for the six months ending June 30, 1994 and 1993 were 9.6% and 10.9%, respectively. 3. CASH FLOW INFORMATION For the purposes of the Consolidated Balance Sheets and Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company, for the six months ended June 30, 1994 and 1993 paid interest (net of amounts capitalized) of $8,518,000 and $9,905,000, respectively, and income taxes of $7,933,000 and $6,767,000, respectively. Additionally the Company is involved in several partnerships which are partially financed by partnership obligations amounting to $12,881,000 and $16,730,000 at June 30, 1994 and December 31, 1993, respectively. 4. LONG-TERM DEBT On May 1, 1994, the interest rate on $31,500,000 of Adjustable Rate Pollution control bonds was changed from 2.70% to 3.50%. The new interest rate, 3.50% will be fixed through April 30, 1995. For financial statement presentation the $31,500,000 of Adjustable Rate Pollution Control bonds are shown as a current liability. On July 1, 1994, the interest rate on $9,975,000 of Adjustable Rate Pollution Control Bonds was changed from 5.75% to 4.60%. The new interest rate, 4.60%, will be fixed through June 30, 1997. For financial statement presentation the $9,975,000 of Adjustable Rate Pollution Control Bonds are shown as a current liability. 5. ACQUISITION OF LINCOLN On June 30, 1994, the Company completed its acquisition of Lincoln Natural Gas Company, Inc.(Lincoln), a small gas distribution company of approximately 1,300 customers contiguous to the eastern boundary of the Company's gas service territory. The Company issued 49,399 of common stock for all the common stock of Lincoln. This transaction was accounted for as a pooling of interests; therefore, prior financial statements have been restated to reflect this merger. Revenues and net income included in the Company's Consolidated Statements of Income are as follows: 3 months 3 months 6 months 6 months ended ended ended ended June 30, June 30, June 30, June 30, 1994 1993 1994 1993 (in thousands) Net sales: Sigeco $74,120 $75,941 $178,412 $169,177 Lincoln 138 182 569 528 _______ _______ ________ ________ $74,258 $76,123 $178,981 $169,705 Net income: Sigeco $ 7,756 $ 8,912 $ 22,152 $ 21,370 Lincoln (25) 6 (37) (20) _______ _______ ________ ________ $ 7,731 $ 8,918 $ 22,115 $ 21,350 SOUTHERN INDIANA GAS AND ELECTRIC COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION OPERATING REVENUES Electric revenues declined 1% during the second quarter compared to the same period in 1993. The primary impact on electric revenues was the decline in average per unit revenues from sales to nonsystem customers compared to the second quarter of 1993. Although sales to system customers rose approximately 3% during the current period, nonsystem sales declined 26% due to fewer sales to Alcoa Generating Corporation (AGC) resulting from the shutdown of a potline at Alcoa's Warrick Operations plant in July 1993. (Electricity for the five potlines remaining in service is supplied by AGC generation.) Increased sales to system and nonsystem customers, up 3% and 13%, respectively, was the primary reason for a $5.2 million (4%) rise in electric revenues for the six months ending June 30, 1994. Cooler temperatures during the first quarter, compared to a year ago, led to the higher system sales. Despite a decline in sales to AGC resulting from the shutdown of the potline last July, nonsystem sales were greater due primarily to the requirements of one nonassociated utility during the first quarter of 1994. Recovery of slightly higher fuel and purchased power costs during the current six month period led to a 1% increase in related electric revenues. Changes in the cost of fuel for electric generation and purchased power are passed on to customers through commission approved fuel cost adjustments. The impact of lower average rates charged on sales to nonassociated utilities partially offset the higher electric revenues previously discussed. The changes in electric revenue are shown below: Revenue (Decrease) Increase From Corresponding Period in 1993 Three Months Six Months Ended 6-30-94 Ended 6-30-94 Change in sales volume $ (100) $ 4,900 Fuel and purchased power recovery - 1,600 Change in average rates on sales to nonassociated utilities (600) (1,650) Other 97 379 _______ ______ $ (603) $ 5,229 Increase in system sales (MWh) 30,946 67,457 (Decrease) increase in nonsystem sales (MWh) (76,757) 77,833 Gas revenue was down $1.3 million (8%) during the current quarter compared to the second quarter of 1993 chiefly due to a 15% decrease in gas sales. Although total throughput was relatively unchanged, sales to commercial and industrial customers declined when several large customers transported gas supplies purchased from sources other than the Company. Also contributing to the lower gas revenues during the period was the recovery of lower average unit costs of gas sold, down 9%. Changes in the cost of gas sold are passed on to customers through commission approved gas cost adjustments. The first step of the Company's two-step retail base gas rate adjustment, approximately 4% overall on an annual basis, was effective August 1, 1993. This base rate increase and a change in sales mix partially offset the revenue decreases related to fewer sales and recovery of lower gas costs. The second step of the rate adjustment, approximately 4% overall, was effective August 1, 1994. During the six months ended June 30, 1994, gas revenue was $4 million (9%) greater than the comparable period in 1993. Gas sales declined approximately 2% due to the increased transportation activity of certain large customers previously discussed. The recovery of higher average unit costs of gas sold, up 8% during the six month period, accounted for much of the overall increase in revenues. The higher unit gas costs reflected increased spot market prices during the colder 1994 winter heating season resulting from the general tightening of the balance between available supply and demand after several years of excess supply. Also contributing to the higher revenue was the impact of the Company's base rate adjustment effective August 1, 1993 and a change in sales mix. The changes in gas revenues are shown below: Revenue (Decrease) Increase From Corresponding Period in 1993 Three Months Six Months Ended 6-30-94 Ended 6-30-94 (in thousands) Change in sales volume $(2,200) $(1,200) Cost of gas recovery (900) 2,700 Change in rates and sales mix 1,800 2,300 Other 38 247 _______ _______ $(1,262) $ 4,047 (Decrease) increase in total throughput (MDth) (85) 44 OPERATING EXPENSES Fuel for electric generation was unchanged during the second quarter compared to the same period in 1993, but rose $6.4 million (17%) for the six month period ending June 30, 1994 due primarily to the increased sales and to slightly higher per unit fuel costs. During the first three months of 1993, the Company purchased substantially greater amounts of electric energy from other utilities because one of the Company's generating units was undergoing a routine maintenance outage, a second unit was undergoing a large capital improvement project and because market prices were favorable, leading to a relatively significant decline of 49% in expenditures for such purchases during the first six months of 1994. Due to fewer unit sales and the lower unit costs, cost of gas sold was down 22% during the second quarter of 1994. Cost of gas sold was $2.5 million greater during the six month period in 1994 due to the higher average cost of gas delivered. Other operation expenses, up 19% for both the quarter and six months ended June 30, 1994, reflected additional production plant operating expenses related to increased generation, increased legal and consulting costs related to the Company's ongoing efforts to renegotiate the contract of its major coal supplier, greater employee-related benefit costs, and increases in various other operation expenses. Maintenance expenditures rose 30% and 11%, respectively, for the quarter and six months ended June 30, 1994 primarily due to the Company performing a scheduled major turbine generator maintenance overhaul on Unit 2 at the Culley Generating Station which was coordinated with the construction of the Company's new sulfur dioxide "scrubber" at the generating station. No comparable major maintenance projects were performed during the first six months of 1993. OTHER INCOME AND INTEREST CHARGES Other income was greater during the reporting periods due to increased allowance for equity funds used during construction, primarily from the construction of the Company's new scrubber. (See "Clean Air Act" in Item 7. of Management's Discussion and Analysis of Results of Operations and Financial Condition in the Company's 1993 Form 10-K report for further discussion.) Interest income declined during the three month and six month periods of 1994 due to fewer funds available for short term investment purposes. Offsetting the decreased interest income in both periods was greater income from the Company's nonregulated operations. Lower interest on long term debt during the second quarter of 1994 compared to the same period in 1993 and increased allowance for borrowed funds used during construction related to construction of the new scrubber were the primary reasons for the decline in interest charges during both reporting periods. (See "Liquidity And Capital Resources" in Item 7. of Management's Discussion and Analysis of Results of Operations and Financial Condition in the Company's 1993 Form 10-K report for further discussion.) EARNINGS Earnings per share of common stock for the second quarter declined eight cents (14%) compared to the same period in 1993. The $4 million increase in nonfuel-related operating expenses during the period was the major reason for the decline in earnings. No major maintenance project comparable to the maintenance outage on Unit 2 of the Culley Generating Station was performed during the second quarter of 1993. Partially offsetting the decline in earnings was the greater allowance for funds used during construction related to the new scrubber project. For the first six months of 1994, earnings per share were $1.40 compared to $1.36 for the same period in 1993. Despite greater gas and electric sales due to cooler weather during the first quarter of 1994 and improved gas and electric margins resulting from recent rate adjustments, operating income declined slightly due to increased nonfuel operating expenses, primarily the turbine generator overhaul at Culley Generating Station. Contributing to the increased earnings was the higher allowance for funds used during construction. LIQUIDITY AND CAPITAL RESOURCES The Company's demand for capital is primarily related to its construction of utility plant and equipment necessary to meet customers' electric and gas energy needs, as well as environmental compliance requirements. Expenditures for the Company's demand side management programs (see following discussion) will continue to increase and will become a significant use of capital. Construction expenditures (excluding allowance for other funds used during construction) and demand side management program expenditures incurred during the quarter totaled $26.6 million of which 41% were funded with internally generated cash. For the six month period, these expenditures totaled $44.9 million and were 60% funded with internally generated cash. The Company anticipates continued financial stability and achievement of its financial objectives during the remainder of 1994 and is presently faced with no liquidity problems. The Company estimates that construction expenditures for the five year period 1994-1998 will total approximately $270 million. Included in this amount is about $44 million to comply by 1995 with the Clean Air Act Amendments of 1990. Also included as part of the 1994-1998 construction program is approximately $49 million of expenditures to develop and implement demand side management programs. (See "Clean Air Act" and "Demand Side Management" in Item 7. of Management's Discussion and Analysis of Results of Operations and Financial Condition in the Company's 1993 Form 10-K report for further discussion of these issues.) Although the Company expects the majority of the construction requirements to be provided by internally generated funds, external financing requirements of about $50 million are anticipated for redemption of debt securities and other long-term obligations. PART TWO - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K The Company was not required to file a report on Form 8-K during the second quarter of 1994. SOUTHERN INDIANA GAS AND ELECTRIC COMPANY SIGNATURE 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. SOUTHERN INDIANA GAS AND ELECTRIC COMPANY (Registrant) S. M. Kerney S. M. Kerney Controller Date: August 12, 1994 SOUTHERN INDIANA GAS AND ELECTRIC COMPANY INDEX Part I - Financial Information: Consolidated Statements of Income for the Three Months and Six Months ended June 30, 1994 and 1993 Consolidated Statements of Cash Flows for the Six Months ended June 30, 1994 and 1993 Consolidated Balance Sheets at June 30, 1994 and December 31, 1993 Consolidated Statements of Capitalization at June 30,1994 and December 31, 1993 Consolidated Statements of Retained Earnings for the Six Months ended June 30, 1994 and 1993 Notes to Consolidated Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations Part II - Other Information Signature