NiSource 10-Q 2023-06-30
Filed 2023-08-02. 8 sections, 280K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-16189
NiSource Inc.
(Exact name of registrant as specified in its charter)
| DE | 35-2108964 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| 801 East 86th Avenue | |||||||||||
| Merrillville, | IN | 46410 | |||||||||
| (Address of principal executive offices) | (Zip Code) |
(877) 647-5990
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
| Common Stock, par value $0.01 per share | NI | NYSE | ||||||
| Depositary Shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $25,000 per share and a 1/1,000th ownership interest in a share of Series B-1 Preferred Stock, par value $0.01 per share, liquidation preference $0.01 per share | NI PR B | NYSE | ||||||
| Series A Corporate Units | NIMC | NYSE |
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)
Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer ¨ Emerging growth company ☐ Non-accelerated filer ¨ Smaller reporting company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ 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, $0.01 Par Value: 413,254,798 shares outstanding at July 25, 2023.
NISOURCE INC.
FORM 10-Q QUARTERLY REPORT
FOR THE QUARTER ENDED JUNE 30, 2023
Table of Contents
| DEFINED TERMS | |||||
| The following is a list of frequently used abbreviations or acronyms that are found in this report: | |||||
| NiSource Subsidiaries and Affiliates (not exhaustive) | |||||
| Columbia of Kentucky | Columbia Gas of Kentucky, Inc. | ||||
| Columbia of Maryland | Columbia Gas of Maryland, Inc. | ||||
| Columbia of Massachusetts | Bay State Gas Company | ||||
| Columbia of Ohio | Columbia Gas of Ohio, Inc. | ||||
| Columbia of Pennsylvania | Columbia Gas of Pennsylvania, Inc. | ||||
| Columbia of Virginia | Columbia Gas of Virginia, Inc. | ||||
| NIPSCO | Northern Indiana Public Service Company LLC | ||||
| NIPSCO Holdings I | NIPSCO Holdings I LLC | ||||
| NIPSCO Holdings II | NIPSCO Holdings II LLC | ||||
| NiSource ("we," "us" or "our") | NiSource Inc. | ||||
| Rosewater | Rosewater Wind Generation LLC and its wholly owned subsidiary, Rosewater Wind Farm LLC | ||||
| Indiana Crossroads Wind | Indiana Crossroads Wind Generation LLC and its wholly owned subsidiary, Indiana Crossroads Wind Farm LLC | ||||
| Indiana Crossroads Solar | Indiana Crossroads Solar Generation LLC and its wholly owned subsidiary, Meadow Lake Solar Park LLC | ||||
| Dunn's Bridge I | Dunn's Bridge I Solar Generation LLC and its wholly owned subsidiary, Dunn's Bridge Solar Center, LLC | ||||
| Abbreviations and Other | |||||
| AFUDC | Allowance for funds used during construction | ||||
| AOCI | Accumulated Other Comprehensive Income (Loss) | ||||
| ASC | Accounting Standards Codification | ||||
| ASU | Accounting Standards Update | ||||
| ATM | At-the-market | ||||
| BIP | Blackstone Infrastructure Partners L.P | ||||
| BTA | Build-transfer agreement | ||||
| CCRs | Coal Combustion Residuals | ||||
| CEP | Capital Expenditure Program | ||||
| CERCLA | Comprehensive Environmental Response Compensation and Liability Act (also known as Superfund) | ||||
| Corporate Units | Series A Corporate Units | ||||
| COVID-19 ("the COVID-19 pandemic" or "the pandemic") | Novel Coronavirus 2019 and its variants, including the Delta and Omicron variants, and any other variant that may emerge | ||||
| DPU | Department of Public Utilities | ||||
| EGUs | Electric Utility Generating Units | ||||
| EPA | United States Environmental Protection Agency | ||||
| EPS | Earnings per share | ||||
| Equity Units | Series A Equity Units | ||||
| FAC | Fuel adjustment clause | ||||
| FASB | Financial Accounting Standards Board | ||||
| FERC | Federal Energy Regulatory Commission | ||||
| FMCA | Federally Mandated Cost Adjustment | ||||
| GAAP | Generally Accepted Accounting Principles |
| DEFINED TERMS | |||||
| GCA | Gas cost adjustment | ||||
| GHG | Greenhouse gases | ||||
| GWh | Gigawatt hours | ||||
| IRA | Inflation Reduction Act of 2022 | ||||
| IRP | Infrastructure Replacement Program | ||||
| IURC | Indiana Utility Regulatory Commission | ||||
| JV | Joint Venture | ||||
| LIBOR | London InterBank Offered Rate | ||||
| LIFO | Last In, First Out | ||||
| LIHEAP | Low Income Heating Energy Assistance Programs | ||||
| Massachusetts Business | All of the assets sold to, and liabilities assumed by, Eversource pursuant to the Asset Purchase Agreement | ||||
| MGP | Manufactured Gas Plant | ||||
| MISO | Midcontinent Independent System Operator | ||||
| MMDth | Million dekatherms | ||||
| MW | Megawatts | ||||
| MWh | Megawatt hours | ||||
| NYMEX | New York Mercantile Exchange | ||||
| OPEB | Other Postemployment Benefits | ||||
| PHMSA | Pipeline and Hazardous Materials Safety Administration | ||||
| PPA | Power Purchase Agreement | ||||
| PUCO | Public Utilities Commission of Ohio | ||||
| RNG | Renewable Natural Gas | ||||
| ROU | Right of use | ||||
| SAVE | Steps to Advance Virginia's Energy Plan | ||||
| Scope 1 GHG Emissions | Direct emissions from sources owned or controlled by us (e.g., emissions from our combustion of fuel, vehicles, and process emissions and fugitive emissions) | ||||
| Scope 2 GHG Emissions | Indirect emissions from sources owned or controlled by us | ||||
| SEC | Securities and Exchange Commission | ||||
| Section 201 Tariffs | Tariffs imposed by Executive Order from the President of the U.S. on certain imported solar cells and modules at a rate of 15%, which were recently extended to 2026 | ||||
| SMRP | Safety Modification and Replacement Program | ||||
| SMS | Safety Management System | ||||
| SOFR | Secured Overnight Financing Rate | ||||
| STRIDE | Strategic Infrastructure Development Enhancement | ||||
| TCJA | An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 (commonly known as the Tax Cuts and Jobs Act of 2017) | ||||
| TDSIC | Transmission, Distribution and Storage System Improvement Charge | ||||
| VIE | Variable Interest Entity | ||||
Note regarding forward-looking statements
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to,
statements regarding the ability to complete the NIPSCO Minority Equity Interest Sale (as defined below) on the anticipated timeline or at all; statements regarding the anticipated benefits of the NIPSCO Minority Equity Interest Sale if completed;
statements regarding the projected impact of the NIPSCO Minority Equity Interest Sales on our performance or opportunities; any statements regarding our expectations, beliefs, plans, objectives or prospects or future performance or financial condition as a result of or in connection with the NIPSCO Minority Equity Interest Sale; statements concerning our plans, strategies, objectives, expected performance, expenditures, recovery of expenditures through rates, stated on either a consolidated or segment basis, and any and all underlying assumptions and other statements that are other than statements of historical fact. Investors and prospective investors should understand that many factors govern whether any forward-looking statement contained herein will be or can be realized. Any one of those factors could cause actual results to differ materially from those projected. Expressions of future goals and expectations and similar expressions, including "may," "will," "should," "could," "would," "aims," "seeks," "expects," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," "forecast," and "continue," reflecting something other than historical fact are intended to identify forward-looking statements. All forward-looking statements are based on assumptions that management believes to be reasonable; however, there can be no assurance that actual results will not differ materially.
Factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this Quarterly Report on Form 10-Q include, but are not limited to, risks and uncertainties relating to the timing and certainty of closing the NIPSCO Minority Equity Interest Sale; the ability to satisfy the conditions to closing the NIPSCO Minority Equity Interest Sale, including the ability to obtain FERC approval necessary to complete the NIPSCO Minority Equity Interest Sale; the ability to achieve the anticipated benefits of the NIPSCO Minority Equity Interest Sale; the effects of transaction costs; the effects of the NIPSCO Minority Equity Interest Sale on industry, market, economic, political or regulatory conditions outside of NiSource’s control; any disruption to NiSource’s business from the NIPSCO Minority Equity Interest Sale, including the diversion of management time on NIPSCO Minority Equity Interest Sale-related issues; our ability to execute our business plan or growth strategy, including utility infrastructure investments; potential incidents and other operating risks associated with our business; our ability to adapt to, and manage costs related to, advances in, or failures of, technology; impacts related to our aging infrastructure; our ability to obtain sufficient insurance coverage and whether such coverage will protect us against significant losses; the success of our electric generation strategy; construction risks and natural gas costs and supply risks; fluctuations in demand from residential and commercial customers; fluctuations in the price of energy commodities and related transportation costs or an inability to obtain an adequate, reliable and cost-effective fuel supply to meet customer demands; the attraction and retention of a qualified, diverse workforce and ability to maintain good labor relations; our ability to manage new initiatives and organizational changes; the actions of activist stockholders; the performance of third-party suppliers and service providers; potential cybersecurity attacks; increased requirements and costs related to cybersecurity; any damage to our reputation; any remaining liabilities or impact related to the sale of the Massachusetts Business; the impacts of natural disasters, potential terrorist attacks or other catastrophic events; the physical impacts of climate change and the transition to a lower carbon future; our ability to manage the financial and operational risks related to achieving our carbon emission reduction goals, including our Net-Zero Goal (as defined below); our debt obligations; any changes to our credit rating or the credit rating of certain of our subsidiaries; any adverse effects related to our equity units; adverse economic and capital market conditions or increases in interest rates; inflation; recessions; economic regulation and the impact of regulatory rate reviews; our ability to obtain expected financial or regulatory outcomes; continuing and potential future impacts from the COVID-19 pandemic; economic conditions in certain industries; the reliability of customers and suppliers to fulfill their payment and contractual obligations; the ability of our subsidiaries to generate cash; pension funding obligations; potential impairments of goodwill; the outcome of legal and regulatory proceedings, investigations, incidents, claims and litigation; potential remaining liabilities related to the Greater Lawrence Incident; compliance with applicable laws, regulations and tariffs; compliance with environmental laws and the costs of associated liabilities; changes in taxation; other matters in the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, many of which risks are beyond our control. In addition, the relative contributions to profitability by each business segment, and the assumptions underlying the forward-looking statements relating thereto, may change over time.
All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to the future results over time or otherwise, except as required by law.
PART I
ITEM 1. FINANCIAL STATEMENTS
NiSource Inc.
Condensed Statements of Consolidated Income (unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions, except per share amounts) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Operating Revenues | |||||||||||||||||||||||
| Customer revenues | $ | 1,067.2 | $ | 1,156.5 | $ | 2,963.3 | $ | 2,996.8 | |||||||||||||||
| Other revenues | 22.8 | 26.7 | 92.7 | 59.7 | |||||||||||||||||||
| Total Operating Revenues | 1,090.0 | 1,183.2 | 3,056.0 | 3,056.5 | |||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Cost of energy | 251.9 | 383.7 | 1,017.0 | 1,090.4 | |||||||||||||||||||
| Operation and maintenance | 369.5 | 381.9 | 760.7 | 776.2 | |||||||||||||||||||
| Depreciation and amortization | 233.1 | 208.7 | 440.0 | 401.4 | |||||||||||||||||||
| Gain on sale of assets, net | (0.3) | — | (0.3) | (105.0) | |||||||||||||||||||
| Other taxes | 66.9 | 65.6 | 138.7 | 149.9 | |||||||||||||||||||
| Total Operating Expenses | 921.1 | 1,039.9 | 2,356.1 | 2,312.9 | |||||||||||||||||||
| Operating Income | 168.9 | 143.3 | 699.9 | 743.6 | |||||||||||||||||||
| Other Income (Deductions) | |||||||||||||||||||||||
| Interest expense, net | (110.5) | (84.5) | (219.4) | (168.2) | |||||||||||||||||||
| Other, net | 2.0 | 9.0 | 3.5 | 19.9 | |||||||||||||||||||
| Total Other Deductions, Net | (108.5) | (75.5) | (215.9) | (148.3) | |||||||||||||||||||
| Income before Income Taxes | 60.4 | 67.8 | 484.0 | 595.3 | |||||||||||||||||||
| Income Taxes | 14.1 | 12.0 | 99.9 | 108.2 | |||||||||||||||||||
| Net Income | 46.3 | 55.8 | 384.1 | 487.1 | |||||||||||||||||||
| Net loss attributable to noncontrolling interest | (12.5) | (11.2) | (7.7) | (6.7) | |||||||||||||||||||
| Net Income Attributable to NiSource | 58.8 | 67.0 | 391.8 | 493.8 | |||||||||||||||||||
| Preferred dividends | (12.7) | (13.8) | (26.5) | (27.6) | |||||||||||||||||||
| Preferred redemption premium | (6.2) | — | (6.2) | — | |||||||||||||||||||
| Net Income Available to Common Shareholders | 39.9 | 53.2 | 359.1 | 466.2 | |||||||||||||||||||
| Earnings Per Share | |||||||||||||||||||||||
| Basic Earnings Per Share | $ | 0.10 | $ | 0.13 | $ | 0.87 | $ | 1.15 | |||||||||||||||
| Diluted Earnings Per Share | $ | 0.09 | $ | 0.12 | $ | 0.80 | $ | 1.06 | |||||||||||||||
| Basic Average Common Shares Outstanding | 413.3 | 406.4 | 413.1 | 406.2 | |||||||||||||||||||
| Diluted Average Common Shares | 446.8 | 440.2 | 446.9 | 440.8 |
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Statements of Consolidated Comprehensive Income (unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions, net of taxes) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net Income | $ | 46.3 | $ | 55.8 | $ | 384.1 | $ | 487.1 | |||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Net unrealized gain (loss) on available-for-sale debt securities(1) | (1.2) | (3.9) | 0.8 | (9.6) | |||||||||||||||||||
| Reclassification adjustment for cash flow hedges(2) | (0.2) | 56.0 | (0.1) | 103.0 | |||||||||||||||||||
| Unrecognized pension and OPEB benefit (costs)(3) | 0.3 | (2.5) | 0.6 | (2.4) | |||||||||||||||||||
| Total other comprehensive income (loss) | (1.1) | 49.6 | 1.3 | 91.0 | |||||||||||||||||||
| Comprehensive Income | $ | 45.2 | $ | 105.4 | $ | 385.4 | $ | 578.1 | |||||||||||||||
(1)Net unrealized gain (loss) on available-for-sale debt securities, net of $0.3 million tax benefit and $1.1 million tax benefit in the second quarter of 2023 and 2022, respectively, and $0.2 million of tax expense and $2.6 million tax benefit for the six months ended 2023 and 2022, respectively.
(2)Reclassification adjustment for cash flow hedges, net of $0.0 million tax expense and $12.8 million tax expense in the second quarter of 2023 and 2022, respectively , and $0.1 million of tax benefit and $34.1 million tax expense for the six months ended 2023 and 2022, respectively.
(3)Unrecognized pension and OPEB benefit (costs), net of $0.1 million of tax expense and $0.8 million tax benefit in the second quarter of 2023 and 2022, respectively, and $0.2 million of tax expense and $0.8 million tax benefit for the six months ended 2023 and 2022, respectively.
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Consolidated Balance Sheets (unaudited)
| (in millions) | June 30, 2023 | December 31, 2022 | |||||||||
| ASSETS | |||||||||||
| Property, Plant and Equipment | |||||||||||
| Plant | $ | 29,135.4 | $ | 27,551.3 | |||||||
| Accumulated depreciation and amortization | (7,960.2) | (7,708.7) | |||||||||
| Net Property, Plant and Equipment(1) | 21,175.2 | 19,842.6 | |||||||||
| Investments and Other Assets | |||||||||||
| Unconsolidated affiliates | 3.8 | 1.6 | |||||||||
| Available-for-sale debt securities (amortized cost of $168.8 and $166.7, allowance for credit losses of $0.7 and $0.9, respectively) | 154.9 | 151.6 | |||||||||
| Other investments | 78.5 | 71.0 | |||||||||
| Total Investments and Other Assets | 237.2 | 224.2 | |||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | 151.3 | 40.8 | |||||||||
| Restricted cash | 39.8 | 34.6 | |||||||||
| Accounts receivable | 631.4 | 1,065.8 | |||||||||
| Allowance for credit losses | (27.8) | (23.9) | |||||||||
| Accounts receivable, net | 603.6 | 1,041.9 | |||||||||
| Gas inventory | 214.3 | 531.7 | |||||||||
| Materials and supplies, at average cost | 180.1 | 151.4 | |||||||||
| Electric production fuel, at average cost | 68.3 | 68.8 | |||||||||
| Exchange gas receivable | 43.1 | 128.1 | |||||||||
| Regulatory assets | 200.3 | 233.2 | |||||||||
| Deposits to renewable generation asset developer | 137.4 | 143.8 | |||||||||
| Prepayments and other | 218.7 | 210.0 | |||||||||
| Total Current Assets(1) | 1,856.9 | 2,584.3 | |||||||||
| Other Assets | |||||||||||
| Regulatory assets | 2,300.2 | 2,347.6 | |||||||||
| Goodwill | 1,485.9 | 1,485.9 | |||||||||
| Deferred charges and other | 288.3 | 252.0 | |||||||||
| Total Other Assets | 4,074.4 | 4,085.5 | |||||||||
| Total Assets | $ | 27,343.7 | $ | 26,736.6 |
(1)Includes $1,349.7 million and $978.5 million at June 30, 2023 and December 31, 2022, respectively, of net property, plant and equipment assets and $160.4 million and $25.7 million at June 30, 2023 and December 31, 2022, respectively, of current assets of consolidated VIEs that may be used only to settle obligations of the consolidated VIEs. Refer to Note 13, "Variable Interest Entities," for additional information.
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Consolidated Balance Sheets (unaudited) (continued)
| (in millions, except share amounts) | June 30, 2023 | December 31, 2022 | ||||||||||||
| CAPITALIZATION AND LIABILITIES | ||||||||||||||
| Capitalization | ||||||||||||||
| Stockholders’ Equity | ||||||||||||||
| Common stock - $0.01 par value, 600,000,000 shares authorized; 413,148,513 and 412,142,602 shares outstanding, respectively | $ | 4.2 | $ | 4.2 | ||||||||||
| Preferred stock - $0.01 par value, 20,000,000 shares authorized; 902,500 and 1,302,500 shares outstanding, respectively | 1,152.6 | 1,546.5 | ||||||||||||
| Treasury stock | (99.9) | (99.9) | ||||||||||||
| Additional paid-in capital | 7,383.1 | 7,375.3 | ||||||||||||
| Retained deficit | (1,173.8) | (1,213.6) | ||||||||||||
| Accumulated other comprehensive loss | (35.8) | (37.1) | ||||||||||||
| Total NiSource Stockholders’ Equity | 7,230.4 | 7,575.4 | ||||||||||||
| Noncontrolling interest in consolidated subsidiaries | 341.0 | 326.4 | ||||||||||||
| Total Equity | 7,571.4 | 7,901.8 | ||||||||||||
| Long-term debt, excluding amounts due within one year | 11,002.8 | 9,523.6 | ||||||||||||
| Total Capitalization | 18,574.2 | 17,425.4 | ||||||||||||
| Current Liabilities | ||||||||||||||
| Current portion of long-term debt | 29.4 | 30.0 | ||||||||||||
| Short-term borrowings | 1,589.9 | 1,761.9 | ||||||||||||
| Accounts payable | 718.4 | 899.5 | ||||||||||||
| Dividends payable - common stock | 103.4 | — | ||||||||||||
| Dividends payable - preferred stock | 8.2 | — | ||||||||||||
| Customer deposits and credits | 207.6 | 324.7 | ||||||||||||
| Taxes accrued | 208.7 | 246.2 | ||||||||||||
| Interest accrued | 125.0 | 138.4 | ||||||||||||
| Exchange gas payable | 33.0 | 147.6 | ||||||||||||
| Regulatory liabilities | 362.0 | 236.8 | ||||||||||||
| Asset retirement obligations | 50.7 | 35.5 | ||||||||||||
| Accrued compensation and employee benefits | 151.7 | 167.5 | ||||||||||||
| Obligations to renewable generation asset developer | — | 347.2 | ||||||||||||
| Other accruals | 503.2 | 325.2 | ||||||||||||
| Total Current Liabilities(1) | 4,091.2 | 4,660.5 | ||||||||||||
| Other Liabilities | ||||||||||||||
| Deferred income taxes | 1,986.0 | 1,854.5 | ||||||||||||
| Accrued liability for postretirement and postemployment benefits | 237.0 | 245.5 | ||||||||||||
| Regulatory liabilities | 1,679.8 | 1,775.8 | ||||||||||||
| Asset retirement obligations | 480.9 | 478.1 | ||||||||||||
| Other noncurrent liabilities and deferred credits | 294.6 | 296.8 | ||||||||||||
| Total Other Liabilities(1) | 4,678.3 | 4,650.7 | ||||||||||||
| Commitments and Contingencies (Refer to Note 16, "Other Commitments and Contingencies") | ||||||||||||||
| Total Capitalization and Liabilities | $ | 27,343.7 | $ | 26,736.6 |
(1)Includes $344.5 million and $128.2 million at June 30, 2023 and December 31, 2022, respectively, of current liabilities and $54.4 million and $30.6 million at June 30, 2023 and December 31, 2022, respectively, of other liabilities of consolidated VIEs that creditors do not have recourse to our general credit. Refer to Note 13, "Variable Interest Entities," for additional information.
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Statements of Consolidated Cash Flows (unaudited)
| Six Months Ended June 30, (in millions) | 2023 | 2022 | |||||||||
| Operating Activities | |||||||||||
| Net Income | $ | 384.1 | $ | 487.1 | |||||||
| Adjustments to Reconcile Net Income to Net Cash from Operating Activities: | |||||||||||
| Depreciation and amortization | 440.0 | 401.4 | |||||||||
| Deferred income taxes and investment tax credits | 93.0 | 100.8 | |||||||||
| Gain on sale of assets | (0.3) | (105.0) | |||||||||
| Other adjustments | 6.6 | 14.1 | |||||||||
| Changes in Assets and Liabilities: | |||||||||||
| Components of working capital | 300.6 | 2.4 | |||||||||
| Regulatory assets/liabilities | 12.6 | (8.2) | |||||||||
| Deferred charges and other noncurrent assets | (18.4) | (16.1) | |||||||||
| Other noncurrent liabilities and deferred credits | (27.2) | 30.7 | |||||||||
| Net Cash Flows from Operating Activities | 1,191.0 | 907.2 | |||||||||
| Investing Activities | |||||||||||
| Capital expenditures | (1,161.9) | (917.0) | |||||||||
| Insurance recoveries | — | 105.0 | |||||||||
| Payment to renewable generation asset developer | (137.4) | (79.0) | |||||||||
| Other investing activities | (76.3) | (60.1) | |||||||||
| Net Cash Flows used for Investing Activities | (1,375.6) | (951.1) | |||||||||
| Financing Activities | |||||||||||
| Proceeds from Issuance of long-term debt | 1,488.7 | 345.6 | |||||||||
| Repayments of finance lease obligations | (16.1) | (34.7) | |||||||||
| Change in short-term borrowings, net (maturity ≤ 90 days) | (172.2) | (5.0) | |||||||||
| Issuance of common stock, net of issuance costs | 6.3 | 5.9 | |||||||||
| Redemption of preferred stock | (393.9) | — | |||||||||
| Preferred stock redemption premium | (6.2) | — | |||||||||
| Equity costs, grant withholdings and debt related costs | (16.7) | (9.1) | |||||||||
| Contributions from noncontrolling interest | 35.0 | — | |||||||||
| Distributions to noncontrolling interest | (10.0) | (3.0) | |||||||||
| Dividends paid - common stock | (206.6) | (190.6) | |||||||||
| Dividends paid - preferred stock | (27.6) | (27.6) | |||||||||
| Contract liability payment | (33.2) | (33.0) | |||||||||
| Payment of obligation to renewable generation asset developer | (347.2) | — | |||||||||
| Net Cash Flows from Financing Activities | 300.3 | 48.5 | |||||||||
| Change in cash, cash equivalents and restricted cash | 115.7 | 4.6 | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 75.4 | 94.9 | |||||||||
| Cash, Cash Equivalents and Restricted Cash at End of Period | $ | 191.1 | $ | 99.5 |
Reconciliation to Balance Sheet
| Six Months Ended June 30, (in millions) | 2023 | ||||
| Cash and cash equivalents | 151.3 | ||||
| Restricted Cash | 39.8 | ||||
| Total Cash, Cash Equivalents and Restricted Cash | 191.1 |
Supplemental Disclosures of Cash Flow Information
| Six Months Ended June 30, (in millions) | 2023 | 2022 | |||||||||
| Non-cash transactions: | |||||||||||
| Capital expenditures included in current liabilities | $ | 410.2 | $ | 252.6 | |||||||
| Dividends declared but not paid | 111.6 | 103.6 | |||||||||
| Purchase contract liability(1) | 32.6 | 97.3 | |||||||||
(1) Refer to Note 5, "Equity," for additional information
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
Item 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Statements of Consolidated Equity (unaudited)
| (in millions) | Common Stock | Preferred Stock**(1)** | Treasury Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest in Consolidated Subsidiaries**(2)** | Total | |||||||||||||||||||||||||||||||||||||||
| Balance as of April 1, 2023 | $ | 4.2 | $ | 1,546.5 | $ | (99.9) | $ | 7,372.9 | $ | (1,114.8) | $ | (34.7) | $ | 329.5 | $ | 8,003.7 | |||||||||||||||||||||||||||||||
| Comprehensive Income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | 58.8 | — | (12.5) | 46.3 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | (1.1) | — | (1.1) | |||||||||||||||||||||||||||||||||||||||
| Dividends: | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock ($0.25 per share) | — | — | — | — | (103.4) | — | — | (103.4) | |||||||||||||||||||||||||||||||||||||||
| Preferred stock (See Note 5) | — | — | — | — | (8.2) | — | — | (8.2) | |||||||||||||||||||||||||||||||||||||||
| Preferred stock redemption | — | (393.9) | — | — | — | — | — | (393.9) | |||||||||||||||||||||||||||||||||||||||
| Preferred stock redemption premium | — | — | — | — | (6.2) | — | — | (6.2) | |||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interest | — | — | — | — | — | — | 28.7 | 28.7 | |||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | (4.7) | (4.7) | |||||||||||||||||||||||||||||||||||||||
| Stock issuances: | |||||||||||||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan | — | — | — | 1.5 | — | — | — | 1.5 | |||||||||||||||||||||||||||||||||||||||
| Long-term incentive plan | — | — | — | 6.2 | — | — | — | 6.2 | |||||||||||||||||||||||||||||||||||||||
| 401(k) and profit sharing | — | — | — | 2.5 | — | — | — | 2.5 | |||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | $ | 4.2 | $ | 1,152.6 | $ | (99.9) | $ | 7,383.1 | $ | (1,173.8) | $ | (35.8) | $ | 341.0 | $ | 7,571.4 | |||||||||||||||||||||||||||||||
| (1) See Note 5, "Equity," for additional information. (2) Contributions from noncontrolling interest is net of commitment and consulting fees and other legal costs related to the mechanical completion closing of Dunn's Bridge I of $2.7 million | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Common Stock | Preferred Stock**(1)** | Treasury Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest in Consolidated Subsidiaries**(2)** | Total | |||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2023 | $ | 4.2 | $ | 1,546.5 | $ | (99.9) | $ | 7,375.3 | $ | (1,213.6) | $ | (37.1) | $ | 326.4 | $ | 7,901.8 | |||||||||||||||||||||||||||||||
| Comprehensive Income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | 391.8 | — | (7.7) | 384.1 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | 1.3 | — | 1.3 | |||||||||||||||||||||||||||||||||||||||
| Dividends: | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock ($0.75 per share) | — | — | — | — | (310.1) | — | — | (310.1) | |||||||||||||||||||||||||||||||||||||||
| Preferred stock (See Note 5) | — | — | — | — | (35.7) | — | — | (35.7) | |||||||||||||||||||||||||||||||||||||||
| Preferred stock redemption | — | (393.9) | — | — | — | — | — | (393.9) | |||||||||||||||||||||||||||||||||||||||
| Preferred stock redemption premium | — | — | — | — | (6.2) | — | — | (6.2) | |||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interest | — | — | — | — | — | — | 32.3 | 32.3 | |||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | (10.0) | (10.0) | |||||||||||||||||||||||||||||||||||||||
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Electric Operations
Financial and operational data for the Electric Operations segment for the three and six months ended June 30, 2023 and 2022 are presented below.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2023 | 2022 | Favorable (Unfavorable) | 2023 | 2022 | Favorable (Unfavorable) | |||||||||||||||||||||||||||||
| Operating Revenues | $ | 397.1 | $ | 437.3 | $ | (40.2) | $ | 861.8 | $ | 867.6 | $ | (5.8) | |||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||||||||||||||
| Cost of energy | 103.7 | 130.4 | 26.7 | 266.1 | 248.0 | (18.1) | |||||||||||||||||||||||||||||
| Operation and maintenance | 127.2 | 124.2 | (3.0) | 252.5 | 240.8 | (11.7) | |||||||||||||||||||||||||||||
| Depreciation and amortization | 106.8 | 96.0 | (10.8) | 192.7 | 178.9 | (13.8) | |||||||||||||||||||||||||||||
| Gain on sale of assets | (0.1) | — | 0.1 | (0.1) | — | 0.1 | |||||||||||||||||||||||||||||
| Other taxes | 9.9 | 14.1 | 4.2 | 19.1 | 28.1 | 9.0 | |||||||||||||||||||||||||||||
| Total Operating Expenses | 347.5 | 364.7 | 17.2 | 730.3 | 695.8 | (34.5) | |||||||||||||||||||||||||||||
| Operating Income | $ | 49.6 | $ | 72.6 | $ | (23.0) | $ | 131.5 | $ | 171.8 | $ | (40.3) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||
| Residential | $ | 122.8 | $ | 137.1 | $ | (14.3) | $ | 273.2 | $ | 275.6 | $ | (2.4) | |||||||||||||||||||||||
| Commercial | 130.1 | 134.7 | (4.6) | 281.0 | 269.2 | 11.8 | |||||||||||||||||||||||||||||
| Industrial | 112.9 | 138.9 | (26.0) | 247.3 | 268.9 | (21.6) | |||||||||||||||||||||||||||||
| Wholesale | 7.5 | 3.9 | 3.6 | 10.1 | 6.5 | 3.6 | |||||||||||||||||||||||||||||
| Other | 23.8 | 22.7 | 1.1 | 50.2 | 47.4 | 2.8 | |||||||||||||||||||||||||||||
| Total | $ | 397.1 | $ | 437.3 | $ | (40.2) | $ | 861.8 | $ | 867.6 | $ | (5.8) | |||||||||||||||||||||||
| Sales (GWh) | |||||||||||||||||||||||||||||||||||
| Residential | 739.8 | 845.4 | (105.6) | 1,505.9 | 1,664.6 | (158.7) | |||||||||||||||||||||||||||||
| Commercial | 876.5 | 915.3 | (38.8) | 1,732.7 | 1,800.6 | (67.9) | |||||||||||||||||||||||||||||
| Industrial | 1,993.9 | 1,994.7 | (0.8) | 3,931.6 | 4,002.5 | (70.9) | |||||||||||||||||||||||||||||
| Wholesale | 0.7 | 27.7 | (27.0) | 0.7 | 32.1 | (31.4) | |||||||||||||||||||||||||||||
| Other | 17.8 | 24.5 | (6.7) | 40.6 | 49.6 | (9.0) | |||||||||||||||||||||||||||||
| Total | 3,628.7 | 3,807.6 | (178.9) | 7,211.5 | 7,549.4 | (337.9) | |||||||||||||||||||||||||||||
| Cooling Degree Days | 206 | 342 | (136) | 206 | 342 | (136) | |||||||||||||||||||||||||||||
| Normal Cooling Degree Days | 247 | 247 | — | 247 | 247 | — | |||||||||||||||||||||||||||||
| % (Colder) Warmer than Normal | (17) | % | 38 | % | (17) | % | 38 | % | |||||||||||||||||||||||||||
| % (Colder) than 2022 | (40) | % | (40) | % | |||||||||||||||||||||||||||||||
| Electric Customers | |||||||||||||||||||||||||||||||||||
| Residential | 425,404 | 423,365 | 2,039 | ||||||||||||||||||||||||||||||||
| Commercial | 58,490 | 58,156 | 334 | ||||||||||||||||||||||||||||||||
| Industrial | 2,129 | 2,133 | (4) | ||||||||||||||||||||||||||||||||
| Wholesale | 708 | 712 | (4) | ||||||||||||||||||||||||||||||||
| Other | 3 | 3 | — | ||||||||||||||||||||||||||||||||
| Total | 486,734 | 484,369 | 2,365 |
Comparability of operation and maintenance expenses and depreciation and amortization may be impacted by regulatory and depreciation trackers that allow for the recovery in rates of certain costs.
The underlying reasons for changes in our operating revenues for the three and six months ended June 30, 2023 compared to the same periods in 2022 are presented below.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Electric Operations
| Favorable (Unfavorable) | |||||||||||||||||
| Changes in Operating Revenues (in millions) | Three Months Ended June 30, 2023 vs 2022 | Six Months Ended June 30, 2023 vs 2022 | |||||||||||||||
| Reduced fuel handling costs | $ | 1.4 | $ | 1.0 | |||||||||||||
| New rates from regulatory capital and DSM programs | 1.5 | 5.5 | |||||||||||||||
| PPA revenue from renewable JV projects, fully offset by JV operating expenses and noncontrolling interest net income (loss) | 2.8 | 3.4 | |||||||||||||||
| Decreased customer usage | (7.8) | (16.1) |
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and qualitative disclosures about market risk are reported in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Disclosures."
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our chief executive officer and our chief financial officer are responsible for evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that financial information was processed, recorded and reported accurately.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting during the most recently completed quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
NiSource Inc.
PART II
ITEM 1. LEGAL PROCEEDINGS
For a description of our legal proceedings, see Note 16, "Other Commitments and Contingencies - B. Legal Proceedings," in the Notes to the Condensed Consolidated Financial Statements (unaudited). This information is supplemented by Note 15, in the Notes to the Condensed Consolidated Financial Statements (unaudited) of the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.
Item 1A. RISK FACTORS
Please refer to the risk factors set forth in Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2022, as supplemented by the risk factor set forth below. There have been no material changes to such risk factors, other than the risks described below.
The NIPSCO Minority Equity Interest Sale is Subject to Risk and Uncertainties that Could Have a Material Adverse Effect on Our Cash Flows, Liquidity, Financial Condition, or Stock Price.
The NIPSCO Minority Equity Interest Sale is subject to various risks and uncertainties. The timing and certainty of the closing of the NIPSCO Minority Equity Interest Sale is subject to our ability to satisfy the conditions to closing the NIPSCO Minority Equity Interest Sale, including the ability to obtain FERC approval necessary to complete the NIPSCO Minority Equity Interest Sale, as well as any timing of and conditions imposed upon us by FERC in connection with such authorization. Furthermore, our efforts to close the NIPSCO Minority Equity Interest Sale may cause disruption to NiSource’s business including the diversion of management time on NIPSCO Minority Equity Interest Sale-related issues. In addition, we have incurred, and will continue to incur, significant costs, expenses, and fees for professional services and other costs in connection with the NIPSCO Minority Equity Interest Sale, and many of these fees and costs are payable by us regardless of whether or not the NIPSCO Minority Equity Interest Sale is consummated.
Additionally, even if we close the NIPSCO Minority Equity Interest Sale, we may not be able to achieve the anticipated benefits from the NIPSCO Minority Equity Interest Sale fully, or at all, or the benefits may take longer to realize than anticipated, whether as a result of our execution or as a result of various factors, including prevailing market conditions, that could negatively impact the benefits we are able to achieve.
Our failure to consummate the NIPSCO Minority Equity Interest Sale at all, or in a timely manner, potential business disruptions, related costs and expenses, or our failure to achieve anticipated benefits of the NIPSCO Minority Equity Interest Sale could have a material adverse effect on our cash flows, liquidity, financial condition and stock price.
Finally, we cannot fully anticipate the effects of the NIPSCO Minority Equity Interest Sale on the industry, market, economic, political or regulatory conditions outside of our control. Any such consequential effects could have a potential adverse impact on our business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
Director and Officer Trading Arrangements
During the three months ended June 30, 2023, no director or Section 16 officer of the Company adopted, terminated or modified a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.
Item 6. EXHIBITS
NiSource Inc.
| (3.1) | Certificate of Amendment of Amended and Restated Certificate of Incorporation of NiSource Inc. dated May 23, 2023 (incorporated by reference to Exhibit 3.1 to the NiSource Inc. Form 8-K filed on May 24, 2023). | ||||
| (3.2) | Certificate of Elimination of the Company with respect to the Series A Preferred Stock, dated June 16, 2023 (incorporated by reference to Exhibit 3.1 to the NiSource Inc. Form 8-K filed on June 16, 2023). | ||||
| (4.1) | Form of 5.250% Notes due 2028 (incorporated by reference to Exhibit 4.1 to the NiSource Inc. Form 8-K filed on March 24, 2023). | ||||
| (4.2) | Form of 5.400% Notes due 2033 (incorporated by reference to Exhibit 4.2 to the NiSource Inc. Form 8-K filed on June 9, 2023). | ||||
| (10.1) | Purchase and Sale Agreement, dated as of June 17, 2023, among NiSource Inc., as the Parent, NIPSCO Holdings II LLC, as the Company, and BIP BLUE BUYER L.L.C., as the Investor (incorporated by reference to Exhibit 10.1 to the NiSource Inc. Form 8-K filed on June 20, 2023). | ||||
| (10.2) | Amendment No. 1 to the Purchase and Sale Agreement, dated as of July 6, 2023, among NiSource Inc., as the Parent, NIPSCO Holdings II LLC, as the Company, and BIP BLUE BUYER L.L.C., as the Investor.* | ||||
| (31.1) | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** | ||||
| (31.2) | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** | ||||
| (32.1) | Certification of Chief Executive Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).** | ||||
| (32.2) | Certification of Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).** | ||||
| (101.INS) | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| (101.SCH) | Inline XBRL Schema Document | ||||
| (101.CAL) | Inline XBRL Calculation Linkbase Document | ||||
| (101.LAB) | Inline XBRL Labels Linkbase Document | ||||
| (101.PRE) | Inline XBRL Presentation Linkbase Document | ||||
| (101.DEF) | Inline XBRL Definition Linkbase Document | ||||
| (104) | Cover page Interactive Data File (formatted as inline XBRL, and contained in Exhibit 101.) | ||||
| * | Exhibit filed herewith. Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request. | ||||
| ** | Exhibit filed herewith. | ||||
SIGNATURE
NiSource Inc.
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.
| NiSource Inc. | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date: | August 2, 2023 | By: | /s/ Gunnar J. Gode | |||||||||||
| Gunnar J. Gode | ||||||||||||||
| Vice President, Chief Accounting Officer (Principal Accounting Officer) |