May 15, 1996
Securities and Exchange Commission
Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
Gentlemen:
We are transmitting herewith Indiana Energy, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, pursuant to the requirements of Section 13
of the Securities Exchange Act of 1934.
Very truly yours,
Kathleen S. Morris
KSM:rs
Enclosures
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, 1996
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 22,523,702 April 30, 1996
Class Number of shares Date
TABLE OF CONTENTS
Page
Numbers
Part I - Financial Information
Consolidated Balance Sheets
at March 31, 1996, and 1995
and September 30, 1995
Consolidated Statements of Income
Three Months Ended March 31, 1996 and 1995,
Six Months Ended March 31, 1996 and 1995,
and Twelve Months Ended March 31, 1996 and 1995
Consolidated Statements of Cash Flows
Six Months Ended March 31, 1996 and 1995,
and Twelve Months Ended March 31, 1996 and 1995
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of Results of
Operations and Financial Condition
Part II - Other Information
Item 1 - Legal Proceedings
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
1996 1995 1995
UTILITY PLANT:
Original cost $896,411 $846,963 $872,287
Less - Accumulated depreciation and amortization 334,684 304,077 316,991
561,727 542,886 555,296
NONUTILITY PLANT - NET 8,837 6,728 7,117
CURRENT ASSETS:
Cash and cash equivalents 36,694 20 20
Accounts receivable, less reserves of
$2,990, $1,511 and $1,662, respectively 67,940 42,724 13,793
Accrued unbilled revenues 33,300 14,460 6,405
Materials and supplies - at average cost 4,178 3,952 3,890
Liquefied petroleum gas - at average cost 527 887 883
Gas in underground storage - at last-in,
first-out cost 10,997 33,727 59,394
Prepayments and other 982 1,088 151
154,618 96,858 84,536
DEFERRED CHARGES:
Unamortized debt discount and expense 6,898 6,838 6,922
Other 9,799 10,109 9,526
16,697 16,947 16,448
$741,879 $663,419 $663,397
INDIANA ENERGY, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
SHAREHOLDERS' EQUITY AND LIABILITIES
(Thousands - Unaudited)
March 31 September 30
1996 1995 1995
CAPITALIZATION:
Common stock (no par value) - authorized 64,000,000
shares - issued and outstanding 22,531,102,
22,561,605 and 22,561,605 shares, respectively $145,231 $145,872 $145,872
Less unearned compensation - restricted stock grants 723 1,066 824
144,508 144,806 145,048
Retained earnings 168,646 147,783 135,667
Total common shareholders' equity 313,154 292,589 280,715
Long-term debt 197,118 155,584 176,296
510,272 448,173 457,011
CURRENT LIABILITIES:
Maturities and sinking fund requirements
of long-term debt 267 213 267
Notes payable 3,800 15,900 6,025
Accounts payable 68,404 25,287 48,071
Refundable gas costs 3,563 25,484 4,883
Customer deposits and advance payments 3,638 8,349 20,870
Accrued taxes 25,643 23,647 7,668
Accrued interest 2,910 2,807 2,834
Other current liabilities 27,773 23,325 21,664
135,998 125,012 112,282
DEFERRED CREDITS:
Deferred income taxes 65,787 61,491 65,096
Unamortized investment tax credit 11,639 12,569 12,103
Regulatory income tax liability 3,797 4,787 3,797
Other 14,386 11,387 13,108
95,609 90,234 94,104
COMMITMENTS AND CONTINGENCIES (see Notes 9 & 11) - - -
$741,879 $663,419 $663,397
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
1996 1995 1996 1995
UTILITY OPERATING REVENUES $ 222,553 $ 150,468 $ 376,862 $ 263,530
COST OF GAS 144,017 82,549 233,214 145,060
MARGIN 78,536 67,919 143,648 118,470
UTILITY OPERATING EXPENSES:
Other operation and maintenance 23,018 19,282 41,708 37,450
Depreciation and amortization 8,230 7,744 16,348 15,393
Income taxes 14,593 12,693 25,998 19,204
Taxes other than income taxes 5,415 3,533 9,660 7,163
51,256 43,252 93,714 79,210
UTILITY OPERATING INCOME 27,280 24,667 49,934 39,260
INTEREST 4,088 3,829 8,080 7,823
OTHER (638) (323) (904) (503)
3,450 3,506 7,176 7,320
UTILITY INCOME 23,830 21,161 42,758 31,940
NONUTILITY INCOME 2,404 915 2,569 1,010
NET INCOME $ 26,234 $ 22,076 $ 45,327 $ 32,950
AVERAGE COMMON SHARES OUTSTANDING 22,535 22,561 22,537 22,559
EARNINGS PER AVERAGE SHARE OF
COMMON STOCK $ 1.16 $ 0.98 $ 2.01 $ 1.46
INDIANA ENERGY, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(Thousands except per share data)
(Unaudited)
Twelve Months
Ended March 31
1996 1995
UTILITY OPERATING REVENUES $ 517,142 $ 391,263
COST OF GAS 306,649 210,563
MARGIN 210,493 180,700
UTILITY OPERATING EXPENSES:
Other operation and maintenance 79,866 76,655
Depreciation and amortization 32,220 30,300
Income taxes 26,010 16,553
Taxes other than income taxes 15,535 13,613
153,631 137,121
UTILITY OPERATING INCOME 56,862 43,579
INTEREST 15,787 15,577
OTHER (1,852) (1,638)
13,935 13,939
UTILITY INCOME 42,927 29,640
NONUTILITY INCOME 2,406 879
NET INCOME $ 45,333 $ 30,519
AVERAGE COMMON SHARES OUTSTANDING 22,549 22,558
EARNINGS PER AVERAGE SHARE OF
COMMON STOCK $ 2.01 $ 1.35
INDIANA ENERGY, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands - Unaudited)
Six Months Twelve Months
Ended March 31 Ended March 31
1996 1995 1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 45,327 $ 32,950 $ 45,333 $ 30,519
Adjustments to reconcile net income to cash
provided from operating activities -
Depreciation and amortization 16,459 15,504 32,440 30,521
Deferred income taxes 691 1,604 3,081 3,591
Investment tax credit (465) (465) (930) (930)
Undistributed earnings of unconsolidated affiliates (58) (69) (226) (179)
16,627 16,574 34,365 33,003
Changes in assets and liabilities -
Receivables - net (81,042) (33,742) (44,056) 28,091
Inventories 48,465 30,790 22,864 (12,406)
Accounts payable, customer deposits,
advance payments and other current liabilities 9,210 5,752 42,854 (4,922)
Accrued taxes and interest 18,051 3,315 2,099 (18,083)
Refundable/recoverable gas costs (1,320) (6,111) (21,921) 391
Prepayments (854) (829) 75 (21)
Other - net 2,051 10,702 5,416 13,405
Total adjustments 11,188 26,451 41,696 39,458
Net cash flows from operations 56,515 59,401 87,029 69,977
CASH FLOWS FROM (REQUIRED FOR) FINANCING
ACTIVITIES:
Repurchase of common stock (760) - (760) -
Sale of long-term debt 21,035 - 41,847 2,128
Reduction in long-term debt (213) (3,182) (259) (21,232)
Net change in short-term borrowings (2,225) (18,450) (12,100) 12,100
Dividends on common stock (12,348) (11,897) (24,470) (23,553)
Net cash flows from (required for) financing activities 5,489 (33,529) 4,258 (30,557)
CASH FLOWS REQUIRED FOR INVESTING ACTIVITIES:
Capital expenditures (23,610) (26,049) (52,504) (55,640)
Net change in nonutility plant and other investments (1,720) 177 (2,109) 349
Net cash flows required for investing activities (25,330) (25,872) (54,613) (55,291)
NET INCREASE (DECREASE) IN CASH 36,674 - 36,674 (15,871)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 20 20 20 15,891
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 36,694 $ 20 $ 36,694 $ 20
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. 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), Energy Realty, Inc. (Energy Realty) and Indiana
Energy Services, Inc. (IES), 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. 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:
Six Months Ended Twelve Months Ended
March 31 March 31
Thousands 1996 1995 1996 1995
Interest (net of
amount capitalized) $ 7,679 $ 7,529 $14,588 $15,031
Income taxes $12,312 $12,676 $25,842 $25,476
3. Revenues.
To more closely match revenues and expenses, revenues
are recorded for all gas delivered to customers but not
billed at the end of the accounting period.
4. Gas in Underground Storage.
Based on the cost of purchased gas during March 1996,
the cost of replacing the current portion of gas in
underground storage exceeded last-in, first-out cost at
March 31, 1996, by approximately $1,932,000.
5. 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).
6. 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. An annual AFUDC rate of 7.5
percent was used for all periods reported.
The table below reflects the total AFUDC capitalized and
the portion of which was computed on borrowed and equity
funds for all periods reported.
Three Months Ended Six Months Ended Twelve Months Ended
March 31 March 31 March 31
Thousands 1996 1995 1996 1995 1996 1995
AFUDC-Borrowed Funds $ 71 $45 $155 $108 $262 $ 219
AFUDC-Equity Funds 58 37 127 88 215 178
Total AFUDC Capitalized $129 $82 $282 $196 $477 $397
7. Long-Term Debt.
During December 1995, Indiana Gas issued $20 million in
aggregate principal amount of its Medium-Term Notes,
Series E (Notes) as follows: $5 million of 6.69% Notes
due June 10, 2013, $5 million of 6.69% Notes due
December 21, 2015, and $10 million of 6.69% Notes due
December 29, 2015. The net proceeds from the sale of
the Notes will be used to finance the refunding of
Indiana Gas' 9 3/8% Series M First Mortgage Bonds in
July 1996.
8. Common Stock.
On July 28, 1995, Indiana Energy's board of directors
authorized Indiana Energy to repurchase up to 700,000
shares of its outstanding common stock. The repurchases
will be made over time in open-market transactions. As
of March 31, 1996, Indiana Energy had repurchased 35,400
shares with an associated cost of $760,000.
On July 25, 1986, the board of directors of Indiana
Energy declared a dividend distribution of one common
share purchase right for each outstanding share of
common stock of Indiana Energy. The distribution was
made to shareholders of record August 11, 1986. In
addition, one right has been and will be distributed for
each share issued following August 11, 1986. On April
26, 1996, the board of directors of Indiana Energy
authorized the amendment and restatement of the
shareholder rights agreement relating to the common
share purchase rights. If and when the rights become
exercisable, each right will entitle the registered
holder to purchase from Indiana Energy one share of
common stock at a price of $60 per share, subject to
certain adjustments described in the rights agreement.
The rights become exercisable only when a person or
group acquires beneficial ownership of 15 percent or
more of Indiana Energy's common stock, or becomes the
beneficial owner of an amount of Indiana Energy's common
stock (but not less than 10%) which the board of
directors determines to be substantial and which
ownership the board of directors determines is intended
or may be reasonably anticipated, in general, to cause
Indiana Energy to take actions determined by the board
of directors to be not in Indiana Energy's best long-
term interests or when any person or group announces a
tender or exchange offer for 15 percent or more of
Indiana Energy's common stock.
In the event that (1) Indiana Energy is acquired in a
merger or other business combination transaction and
Indiana Energy is not the surviving corporation, or (2)
any person consolidates or merges with Indiana Energy
and all or part of Indiana Energy common shares are
exchanged for securities, cash or property of any other
person, or (3) 50 percent or more of Indiana Energy's
consolidated assets or earning power are sold, each
holder of a right will have the right to receive, upon
exercise at the then current exercise price of the
right, that number of shares of common stock of the
acquiring company having a market value of two times the
exercise price of the right. In the event that a person
(1) acquires 15 percent or more of the outstanding
common stock or (2) is declared an adverse person (i.e.,
a person who becomes the owner of at least 10 percent of
Indiana Energy's common stock, whose share ownership is
determined by the board of directors to be directed
towards causing Indiana Energy to take actions
determined by the board of directors not to be in
Indiana Energy's long term best interests) by the board
of directors of Indiana Energy, each holder of a right,
other than rights beneficially owned by the acquiring
person (which will thereafter be void), will have the
right to receive upon exercise that number of common
shares having a market value of two times the exercise
price of the right.
At any time after a person becomes an acquiring person,
and prior to the acquisition by such acquiring person of
50 percent or more of the outstanding common shares, the
board of directors of Indiana Energy may exchange the
rights (other than rights owned by such person or group
which have become void), in whole or in part, at an
exchange ratio of one common share per right (subject to
adjustment).
Under the terms and conditions provided in the rights
agreement, Indiana Energy may redeem the rights in
whole, but not in part, at a price of $.01 per right at
any time prior to the time a person or group of
affiliated or associated persons becomes an acquiring
person as defined by the rights agreement. As amended
and restated, the rights agreement will be executed and
filed with the Securities and Exchange Commission in the
latter part of May 1996, and will remain in effect for
an extended term of ten years.
9. Environmental Costs.
In the past, Indiana Gas and others, including
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. Management
believes, and the IURC has found that, those
operations were conducted in accordance with the
then-applicable industry standards. However, under
currently applicable environmental laws and
regulations, Indiana Gas, and the others, may now
be required to take remedial action if certain
byproducts are found above a regulatory threshold
at these sites.
Indiana Gas has identified the existence, location
and certain general characteristics of 26 gas
manufacturing and storage sites. Removal activities
have been conducted at two sites and a remedial
investigation/feasibility study (RI/FS) is nearing
completion at one of the sites under an agreed
order between Indiana Gas and the Indiana
Department of Environmental Management. Indiana Gas
and others are 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. Preliminary assessments (PAs) have
been completed on all but one of the sites. Site
investigations (SIs) have been completed at 20
sites and supplemental site investigations (SSIs)
have been conducted at 15 sites. Based upon the
site work completed to date, Indiana Gas believes
that a level of contamination that may require some
level of remedial activity may be present at a
number of the 24 sites. Indiana Gas is currently
conducting groundwater monitoring at many of the
sites. Indiana Gas has not begun an RI/FS at
additional sites, but expects to conduct further
investigation and evaluation in the future.
Based upon the work performed to date, Indiana Gas
has accrued remediation and related costs for the
two sites where remedial activities are taking
place. PA/SI, SSI and groundwater monitoring costs
have been accrued for the remaining sites where
appropriate. Estimated RI/FS costs and the costs of
certain remedial actions that may likely be
required have also been accrued. Costs associated
with environmental remedial activities are accrued
when such costs are probable and reasonably
estimable. Indiana Gas does not believe it can
provide an estimate of the reasonably possible
total remediation costs for any site prior to
completion of an RI/FS and the development of some
sense of the timing for implementation of the
potential remedial alternatives, to the extent such
remediation is required. Accordingly, the total
costs which may be incurred in connection with the
remediation of all sites, to the extent remediation
is necessary, cannot be determined at this time.
Indiana Gas has been pursuing recovery from three
separate sources for the costs it has incurred and
expects to incur relating to the 26 sites. Those
sources are insurance carriers, potentially
responsible parties (PRPs) and recovery through
rates from retail gas customers. On April 14, 1995,
Indiana Gas filed suit against a number of
insurance carriers for payment of claims for
investigation and clean-up costs already incurred,
as well as for a determination that those carriers
are obligated to pay these costs in the future.
Presently, that suit is set for trial to begin
October 21, 1996, in the United States District
Court for the Northern District of Indiana in Fort
Wayne, Indiana. Indiana Gas has obtained cash
settlements from some of the defendant insurance
carriers and, as a result, those carriers have been
dismissed from the suit.
Indiana Gas has also completed the process of
identifying PRPs for each site. PRPs include two
financially viable utilities, PSI Energy, Inc.
(PSI) and Northern Indiana Public Service Company
(NIPSCO). PSI has been identified as a PRP at 19 of
the sites. Indiana Gas has been negotiating with
PSI to determine PSI's share of responsibility,
although no agreement has been reached between the
parties. With the help of outside counsel, Indiana
Gas has prepared estimates of PSI's and other PRP's
share of environmental liabilities which may exist
at each of the sites based on equitable principles
derived from case law or applied by parties in
achieving settlements. NIPSCO has been identified
as an additional PRP at five of these 19 sites. On
September 27, 1995, Indiana Gas reached an
agreement with NIPSCO which provides for a
coordination of efforts and a sharing of
investigation and clean-up costs incurred and to be
incurred at the five sites in which they both have
an interest. The cost sharing estimates of PSI and
other PRPs, and the NIPSCO agreement, have been
utilized by Indiana Gas to record a receivable from
PRPs for their share of the liability for work
performed by Indiana Gas to date, as well as to
accrue Indiana Gas' proportionate share of the
estimated cost related to work not yet performed.
The receivable from PRPs of $3.5 million is
reflected in Accounts Receivable on the
Consolidated Balance Sheet at March 31, 1996.
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 past gas manufacturing activities. On May 3,
1995, the IURC concluded that the costs incurred by
Indiana Gas to investigate and, if necessary, clean-
up former manufactured gas plant sites are not
utility operating expenses necessary for the
provision of utility service and, therefore, are
not recoverable as operating expenses from utility
customers. The decision was contrary to rulings in
other states where utility regulatory commissions
have issued orders on the subject. The precedent
cited by the IURC was a ruling related to a
cancelled nuclear power plant which, unlike
manufactured gas plants, never provided service to
the public. Management believes applying the
nuclear power plant decision to Indiana Gas' case
was an incorrect application of the law and has
appealed the decision to the Indiana Court of
Appeals. The initial briefs for the appeal were
filed on April 23, 1996, with briefing scheduled to
conclude on June 25, 1996. The Commission did
indicate that during Indiana Gas' next rate case it
would be appropriate to quantify the effect of the
investigation and clean-up activities as part of
the business risk to be considered by the
Commission in establishing the overall rate of
return to be allowed.
Indiana Gas has recorded $12.4 million for its
share of environmental costs to date. As a result
of its pursuit of recovery of costs from PRPs and
insurance carriers, Indiana Gas has secured
settlements from insurers of approximately $13.4
million. Amounts recovered in excess of its share
of costs to date have been deferred. The May 3,
1995, order of the IURC has had no immediate impact
on Indiana Gas' earnings since settlements with
insurers exceed Indiana Gas' share of environmental
liability recorded to date.
The impact on Indiana Gas' financial position and
results of operations of complying with federal,
state and local environmental regulations related
to former manufactured gas plant sites is
contingent upon several uncertainties. These
include the costs of any compliance activities
which may occur and the timing of the actions
taken, the impact of joint and several liability
upon the magnitude of the contingency, the outcome
of proceedings which challenge the IURC ruling on
recovery of costs from customers, as well as any
additional recoveries of environmental and related
costs from insurance carriers. Although there can
be no assurance of success, to the extent possible
Indiana Gas will continue to manage the
manufactured gas plant remediation program so that
amounts received from insurance carriers and PRPs
will be sufficient to fund all such costs.
10. Regulatory Assets and Liabilities.
Indiana Gas is subject to the provisions of Statement of
Financial Accounting Standards No. 71, Accounting for
the Effects of Certain Types of Regulation (SFAS 71).
Regulatory assets represent probable future revenue to
Indiana Gas associated with certain costs which will be
recovered from customers through the ratemaking process.
Regulatory liabilities represent probable future
reductions in revenues associated with amounts that are
to be credited to customers through the ratemaking
process. Regulatory assets and liabilities reflected in
the Consolidated Balance Sheets as of March 31 (in
thousands) relate to the following:
1996 1995
Regulatory Assets:
Postretirement Benefits Other Than Pensions $ 7,182 $ 7,126
Unamortized Debt Discount and Expense 6,783 6,708
Deferred Acquisition Costs 730 751
Rate Case Costs 187 446
$14,882 $15,031
Regulatory Liabilities:
Gas Costs Due to Customers, Net $ 3,563 $25,484
Amounts Due to Customers - Income Taxes, Net 3,797 4,787
Pension Costs 1,348 585
$ 8,708 $30,856
It is Indiana Gas' policy to continually assess the
recoverability of costs recognized as regulatory assets
and the ability to continue to account for its
activities in accordance with SFAS 71, based on the
criteria set forth in SFAS 71. Based on current
regulation, Indiana Gas believes that its use of
regulatory accounting is appropriate. If all or part of
Indiana Gas' operations cease to meet the criteria of
SFAS 71, a write-off of related regulatory assets and
liabilities would be required. In addition, Indiana Gas
would be required to determine any impairment to the
carrying costs of deregulated plant and inventory
assets.
11. Nonutility Income.
Nonutility income includes the earnings of Indiana
Energy Services, Inc. (IES), Indiana Energy's gas
marketing affiliate. IES provided natural gas and
services to other gas utilities and customers in Indiana
and surrounding states, and from January 1, 1996, to
March 31, 1996, to Indiana Gas. System supply gas was
provided to Indiana Gas with the commodity priced at
market index. IES' contribution to nonutility income
for the three-, six- and twelve-month periods as
compared to the same periods one year ago are listed
below.
Three Months Ended Six Months Ended Twelve Months Ended
(Thousands) 3/31/96 3/31/95 3/31/96 3/31/95 3/31/96 3/31/95
Nonutility Income:
IES $2,521 $ 50 $2,684 $ 63 $2,710 $ 63
Other-net (117) 865 (115) 947 (304) 816
$2,404 $ 915 $2,569 $1,010 $2,406 $ 879
On March 15, 1996, IGC Energy, Inc., an indirect wholly-
owned subsidiary of Indiana Energy, and Citizens By-
Products Coal Company, a wholly-owned subsidiary of
Citizens Gas and Coke Utility (Citizens Gas), formed a
jointly- and equally-owned limited liability corporation
to provide natural gas supply and related marketing
services. The new entity, Proliance Energy, LLC
(Proliance), assumed the business of IES effective April
1, 1996.
Three proceedings which may affect the formation,
operation or earnings of Proliance are currently pending
before the IURC. The first proceeding was initiated by
a small group of Indiana Gas' and Citizens Gas' large-
volume customers who contend that the formation and
operation of Proliance should be subject to IURC
oversight. The second proceeding involves the quarterly
gas cost adjustment applications of Indiana Gas and
Citizens Gas wherein those utilities are proposing to
recover the costs they will incur from their service
relationship with Proliance. That consolidated
proceeding will consider whether the recovery of those
costs is consistent with the Indiana law on gas cost
adjustments. The third proceeding was initiated by a
national gas marketing company and competitor of Indiana
Gas, Citizens Gas and Proliance. That proceeding
involves a request for a rulemaking to have the IURC
establish standards of conduct governing the
relationship between natural gas local distribution
companies and their marketing affiliates, and does not
specifically challenge any aspect of the formation or
operation of Proliance.
Management expects that these proceedings, to the extent
that they move forward, will be conducted over the
remainder of calendar year 1996. As a result of these
proceedings, the operations and earnings of Indiana
Energy's marketing affiliates and the ability of Indiana
Gas to recover all costs incurred in connection with its
outside service relationships with these affiliates are
subject to regulatory review.
12. 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 net income previously reported.
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). Though Indiana Energy will continue to
consider nonutility opportunities for investment, its
principal business is expected to 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, 1996, when compared to the same periods one year
ago are listed below. The increases in earnings for all
periods reflect significantly colder weather than last
year, offset somewhat by higher operation and maintenance
expenses.
Periods Ended March 31 1996 1995
(Millions except per Net Earnings Net Earnings
share data) Income Per Share Income Per Share
Three Months $26.2 $1.16 $22.1 $ .98
Six Months $45.3 $2.01 $33.0 $1.46
Twelve Months $45.3 $2.01 $30.5 $1.35
The following discussion of operating results relates
primarily to the operations of Indiana Gas.
Margin (Revenues Less Cost of Gas)
Margin for the quarter ended March 31, 1996, increased
$10.6 million compared to the same period last year. The
increase was primarily due to weather 15 percent colder
than the same period last year and 5 percent colder than
normal.
Margin for the six-month period ended March 31, 1996,
increased $25.2 million compared to the same period last
year. The increase reflects weather 26 percent colder
than the same period last year and 7 percent colder than
normal.
Margin for the twelve-month period ended March 31,
1996, increased $29.8 million compared to the same period
last year. The increase reflects weather 23 percent
colder than the same period last year and 7 percent colder
than normal.
Additional residential and commercial customers, as
well as rate recovery (beginning May 1995) of
postretirement benefit costs recognized in accordance with
Statement of Financial Accounting Standards No. 106,
Employers' Accounting for Postretirement Benefits Other
Than Pensions (SFAS 106) also contributed to the margin
increases for all periods reported.
Total system throughput (combined sales and
transportation) increased 16 percent (7.0 MMDth) for the
second quarter of fiscal 1996, 21 percent (15.9 MMDth) for
the six-month period and 16 percent (17.5 MMDth) for the
twelve-month period ended March 31, 1996, compared to the
same periods last year. The increases for all periods are
due primarily to increases in residential and commercial
space heating sales caused by colder weather.
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 $3.56 for the three-month period ended March 31, 1996,
compared to $2.70 for the same period one year ago. For
the six-month period, cost of gas per unit increased to
$3.14 in the current period compared to $2.69 for the same
period last year. For the twelve-month period, cost of
gas per unit increased to $2.83 in the current period
compared to $2.62 for the same period last year.
Adjustments to Indiana Gas' rates and charges related
to the cost of gas are made through gas cost adjustment
(GCA) procedures established by Indiana law and
administered by the Indiana Utility Regulatory Commission
(IURC). The GCA passes through increases and decreases in
the cost of gas to Indiana Gas' customers dollar for
dollar.
Operating Expenses
Operation and maintenance expenses increased $3.7
million for the second quarter of fiscal 1996, $4.3
million for the six-month period and $3.2 million for the
twelve-month period ended March 31, 1996, when compared to
the same periods one year ago. The increases are
primarily attributable to higher performance-based
compensation, the recognition (beginning May 1995) of
postretirement benefit costs in accordance with SFAS 106,
as well as the intense cost control measures in place
during the prior periods due to very warm weather.
Depreciation and amortization expense increased for
the three-, six- and twelve-month periods ended March 31,
1996, 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, 1996, when
compared to the same periods one year ago due to higher
taxable utility income.
Taxes other than income taxes increased for the three-,
six- and twelve-month periods ended March 31, 1996, when
compared to the same periods one year ago due primarily to
higher gross receipts tax expense resulting from increased
revenue, and higher property tax expense.
Interest Expense
Interest expense increased for the three- and six-
month periods ended March 31, 1996, when compared to the
same periods one year ago due to an increase in average
debt outstanding slightly offset by a decrease in interest
rates. Interest expense remained approximately the same
for the twelve-month period when compared to the same
period one year ago.
Nonutility Income
Nonutility income increased for the three-, six- and
twelve-month periods ended March 31, 1996, when compared
to the same periods one year ago. The increases reflect
higher earnings from Indiana Energy Services, Inc.(IES),
Indiana Energy's gas marketing affiliate. IES'
contribution to nonutility income increased $2.5 million
for the three-month period, $2.6 million for the six-month
period and $2.6 million for the twelve-month period, when
compared to the same periods last year. IES has provided
natural gas and services to other gas utilities and
customers in Indiana and surrounding states, and from
January 1, 1996, to March 31, 1996, to Indiana Gas.
System supply gas was provided to Indiana Gas with the
commodity priced at market index. Proliance Energy, LLC
has assumed the business of IES (see Proliance Energy, LLC
below).
Other Operating Matters
Proliance Energy, LLC
On March 15, 1996, IGC Energy, Inc., an indirect
wholly-owned subsidiary of Indiana Energy, and Citizens
By-Products Coal Company, a wholly-owned subsidiary of
Citizens Gas and Coke Utility (Citizens Gas), formed a
jointly- and equally-owned limited liability
corporation to provide natural gas supply and related
marketing services. The new entity, Proliance Energy,
LLC (Proliance), began providing services to Indiana
Gas and Citizens Gas effective April 1, 1996.
Proliance will also market its products and services to
other gas utilities and customers in Indiana and
surrounding states. Proliance has assumed the business
of IES.
Three proceedings which may affect the formation,
operation or earnings of Proliance are currently
pending before the IURC. The first proceeding was
initiated by a small group of Indiana Gas' and Citizens
Gas' large-volume customers who contend that the
formation and operation of Proliance should be subject
to IURC oversight. The second proceeding involves the
quarterly gas cost adjustment applications of Indiana
Gas and Citizens Gas wherein those utilities are
proposing to recover the costs they will incur from
their service relationship with Proliance. That
consolidated proceeding will consider whether the
recovery of those costs is consistent with the Indiana
law on gas cost adjustments. The third proceeding was
initiated by a national gas marketing company and
competitor of Indiana Gas, Citizens Gas and Proliance.
That proceeding involves a request for a rulemaking to
have the IURC establish standards of conduct governing
the relationship between natural gas local distribution
companies and their marketing affiliates, and does not
specifically challenge any aspect of the formation or
operation of Proliance.
Management expects that these proceedings, to the
extent that they move forward, will be conducted over
the remainder of calendar year 1996. As a result of
these proceedings, the operations and earnings of
Indiana Energy's marketing affiliates and the ability
of Indiana Gas to recover all costs incurred in
connection with its outside service relationships with
these affiliates are subject to regulatory review.
1996 Settlement Agreement
As provided in the previous year's settlement
agreement among Indiana Gas, the Office of Utility
Consumer Counselor (OUCC) and a group of large-volume
users, the OUCC performed an investigation during
fiscal 1995 to consider an increase to Indiana Gas'
authorized utility operating income. These parties then
entered a series of negotiations designed to increase
Indiana Gas' opportunity to earn on its recent capital
investments while avoiding the necessity of a general
rate filing. As a result of these negotiations, the
IURC approved on November 9, 1995, a settlement
agreement which provided, among other things, for the
following: (1) an increase in Indiana Gas' authorized
utility operating income from $51.1 million to $54.2
million beginning in fiscal 1996; (2) with certain
specified exceptions, Indiana Gas may not file a
petition to increase its base rates until November 15,
1996; and (3) an agreement to a number of operational
and other service enhancements for large-volume
customers.
Environmental Matters
Indiana Gas is currently conducting environmental
investigations and work at certain sites that were the
locations of former manufactured gas plants. It is
seeking to recover the costs of the investigations and
work from insurance carriers, other potentially
responsible parties (PRPs) and customers. On May 3,
1995, Indiana Gas received an order from the IURC in
which the Commission concluded that the costs incurred
by Indiana Gas to investigate and, if necessary, clean-
up former manufactured gas plant sites are not utility
operating expenses necessary for the provision of
service and, therefore, are not recoverable as
operating expenses from utility customers. The order is
being appealed. The IURC order has had no immediate
impact on Indiana Gas' earnings since settlements with
insurers of $13.4 million exceed Indiana Gas' share of
environmental liability recorded to date. For further
information regarding the status of investigation and
remediation of the sites, PRPs, recovery from insurers,
financial reporting and ratemaking, see Note 9.
Indiana Legislative Matters
On April 26, 1995, the Indiana General Assembly
enacted legislation which provides new flexibility to
the IURC for future regulation of Indiana utilities and
modifies the application of the earnings test.
The new law recognizes that competition is
increasing in the provision of energy services and that
flexibility in the regulation of energy services
providers is essential to the well-being of the state,
its economy and its citizens. Under the law, an energy
utility can present to the IURC a broad range of
proposals from performance-based ratemaking to complete
deregulation of a utility's operations. The law gives
the IURC the authority to adopt alternative regulatory
practices, procedures, and mechanisms and establish
rates and charges that are in the public interest, and
will enhance or maintain the value of the energy
utility's retail energy services or property. It also
provides authority to the IURC to establish rates and
charges based on market or average prices that use
performance-based rewards or penalties, or which are
designed to promote efficiency in the rendering of
retail energy services.
The IURC applies the Indiana statute authorizing
the GCA procedures to reduce rates when necessary so as
to limit utility operating income to the level
authorized in the last general rate order. On a
quarterly basis, this earnings test is performed by
comparing Indiana Gas' authorized utility operating
income to its actual utility operating income (weather
normalized) for the previous 12 months. In the past,
one-fourth of the amounts over the authorized utility
operating income would be refundable to Indiana Gas'
customers each quarter. The new law revises the
earnings test to provide that no refund be paid to the
extent a utility has not earned its authorized utility
operating income over the previous 60 months (or during
the period since the utility's last rate order, if
longer). The revised test provides Indiana Gas a
greater opportunity to earn its authorized utility
operating income over the long term.
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, 1996,
Indiana Gas' capital expenditures totaled $52.5 million.
Of this amount, 100 percent was provided by funds generated
internally (utility income less dividends plus charges to
utility income not requiring funds). Capital expenditures
for fiscal 1996 were estimated at $58.8 million of which
$23.6 million have been expended during the six-month
period ended March 31, 1996.
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 long-term
debt of Indiana Gas is currently rated Aa3 by Moody's
Investors Service and AA- by Standard & Poor's Corporation.
On April 5, 1995, Indiana Gas filed with the Securities
and Exchange Commission (SEC) a prospectus supplement for
the offering of its Medium-Term Notes, Series E (Notes)
with an aggregate principal amount of up to $55 million.
The Notes were registered under the existing shelf
registration statement filed November 20, 1992, with the
SEC with respect to the issuance of up to $90 million in
aggregate principal amount of debt securities ($35 million
was previously withdrawn from this shelf as a result of the
December 9, 1992, issuance of 6 5/8%, Series D Notes).
Indiana Gas plans to issue the Notes from time to time
through 1997. The Notes, when issued, will be due not less
than 9 months and not more than 40 years from the date of
issue, and will bear interest at a fixed or variable rate
as negotiated between the purchaser and Indiana Gas. The
net proceeds from the sale of the Notes will be used to
finance, in part, the refunding of long-term debt, Indiana
Gas' continuing construction program and for other
corporate purposes. During June 1995, $20 million in
aggregate principal amount of the Notes were issued as
follows: $5 million of the 7.15% Notes due March 15, 2015,
$5 million of 6.31% Notes due June 10, 2025, and $10
million of 6.53% Notes due June 27, 2025. During December
1995, an additional $20 million in aggregate principal
amount of the Notes were issued as follows: $5 million of
6.69% Notes due June 10, 2013, $5 million of 6.69% Notes
due December 21, 2015, and $10 million of 6.69% Notes due
December 29, 2015. The net proceeds from the December
issuances will be used to finance the refunding of Indiana
Gas' 9 3/8% Series M First Mortgage Bonds in July 1996.
On July 28, 1995, Indiana Energy's board of directors
authorized Indiana Energy to repurchase up to 700,000
shares of its outstanding common stock. The repurchases
will be made over time in open-market transactions. As of
March 31, 1996, Indiana Energy had repurchased 35,400
shares with an associated cost of $760,000.
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.
Part II - Other Information
Item 1. Legal Proceedings
See Note 9 of the Notes to Consolidated Financial
Statements for litigation matters involving insurance
carriers pertaining to Indiana Gas' former manufactured
gas plants and storage facilities.
Item 4. Submission of Matters to a Vote of Security
Holders
At the annual meeting of shareholders of Indiana
Energy, Inc. on January 26, 1996, (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
Gerald L. Bepko 19,206,834 191,708 - -
Lawrence A. Ferger 19,210,126 188,416 - -
Anton H. George 19,168,336 230,206 - -
James C. Shook 19,228,477 170,065 - -
The terms of the other eight board members, Paul T.
Baker, Niel C. Ellerbrook, Loren K. Evans, Otto N.
Frenzel III, Don E. Marsh, Fred A. Poole, Richard P.
Rechter and Jean L. Wojtowicz will expire in January
1997 or January 1998.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10-A Gas Sales and Management Services
Agreement between Indiana Gas Company,
Inc. and Indiana Energy Services,
Inc., effective January 1, 1996.
Incorporated by reference to Exhibit 10-A
to the Quarterly Report on Form 10-Q of
Indiana Gas Company, Inc. for the quarterly
period ended March 31, 1996.
10-B Fundamental Operating Agreement of
Proliance Energy, LLC between IGC
Energy, Inc. and Citizens By-Products Coal
Company, effective March 15, 1996, filed
herewith.
10-C Formation Agreement among Indiana
Energy, Inc., Indiana Gas Company, Inc.,
IGC Energy, Inc., Indiana Energy Services,
Inc., Citizens Gas & Coke Utility, Citizens
By-Products Coal Company, Citizens Energy
Services Corporation, and Proliance Energy,
LLC, effective March 15, 1996, filed
herewith.
10-D Gas Sales and Portfolio Administration
Agreement between Indiana Gas Company,
Inc. and Proliance Energy, LLC,
effective March 15, 1996, for services to
begin April 1, 1996. Incorporated by
reference to Exhibit 10-C to the Quarterly
Report on Form 10-Q of Indiana Gas Company,
Inc. for the quarterly period ended
March 31, 1996.
27 Financial Data Schedule, filed herewith.
(b) No Current Reports on Form 8-K were filed
during the quarter ended March 31, 1996.
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 15, 1996 /s/Niel C. Ellerbrook
Niel C. Ellerbrook
Vice President and Treasurer
and Chief Financial Officer
Dated May 15, 1996 /s/Jerome A. Benkert
Jerome A. Benkert
Controller