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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 March 31, 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: 413,063,219 shares outstanding at April 25, 2023.
NISOURCE INC.
FORM 10-Q QUARTERLY REPORT
FOR THE QUARTER ENDED MARCH 31, 2023
Table of Contents
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PART I | FINANCIAL INFORMATION | |
| | | |
| Item 1. | Financial Statements - unaudited | |
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| Item 2. | | |
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| Item 3. | | |
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| Item 4. | | |
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PART II | OTHER INFORMATION | |
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| Item 1. | | |
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| Item 1A. | | |
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| Item 2. | | |
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| Item 3. | | |
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| Item 4. | | |
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| Item 5. | | |
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| Item 6. | | |
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DEFINED TERMS |
The following is a list of frequently used abbreviations or acronyms that are found in this report: |
|
NiSource Subsidiaries and Affiliates |
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 |
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 |
| |
Abbreviations and Other | |
| |
AFUDC | Allowance for funds used during construction |
| |
AOCI | Accumulated Other Comprehensive Income (Loss) |
| |
ASU | Accounting Standards Update |
ATM | At-the-market |
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 |
DSIC | Distribution System Improvement Charge |
| |
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 |
GCA | Gas cost adjustment |
GHG | Greenhouse gases |
GWh | Gigawatt hours |
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IRA | Inflation Reduction Act |
IRP | Infrastructure Replacement Program |
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IURC | Indiana Utility Regulatory Commission |
JV | Joint Venture |
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DEFINED TERMS |
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 |
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NYMEX | New York Mercantile Exchange |
OPEB | Other Postemployment Benefits |
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PHMSA | Pipeline and Hazardous Materials Safety Administration |
PPA | Power Purchase Agreement |
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PUCO | Public Utilities Commission of Ohio |
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RNG | Renewable Natural Gas |
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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 |
U.S. Attorney's Office | U.S. Attorney's Office for the District of Massachusetts |
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VIE | Variable Interest Entity |
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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"). 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. These forward-looking statements include, but are not limited to, 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. 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, among other things, 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, 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 March 31, | | |
(in millions, except per share amounts) | 2023 | | 2022 | | | | |
Operating Revenues | | | | | | |
Customer revenues | $ | 1,896.1 | | | $ | 1,840.3 | | | | | |
Other revenues | 69.9 | | | 33.0 | | | | | |
Total Operating Revenues | 1,966.0 | | | 1,873.3 | | | | | |
Operating Expenses | | | | | | | |
Cost of energy | 765.1 | | | 706.7 | | | | | |
Operation and maintenance | 391.2 | | | 394.3 | | | | | |
Depreciation and amortization | 206.9 | | | 192.7 | | | | | |
Gain on sale of assets, net | — | | | (105.0) | | | | | |
Other taxes | 71.8 | | | 84.3 | | | | | |
Total Operating Expenses | 1,435.0 | | | 1,273.0 | | | | | |
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Operating Income | 531.0 | | | 600.3 | | | | | |
Other Income (Deductions) | | | | | | | |
Interest expense, net | (108.9) | | | (83.7) | | | | | |
Other, net | 1.5 | | | 10.9 | | | | | |
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Total Other Deductions, Net | (107.4) | | | (72.8) | | | | | |
Income before Income Taxes | 423.6 | | | 527.5 | | | | | |
Income Taxes | 85.8 | | | 96.2 | | | | | |
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Net Income | 337.8 | | | 431.3 | | | | | |
Net income attributable to noncontrolling interest | 4.8 | | | 4.5 | | | | | |
Net Income Attributable to NiSource | 333.0 | | | 426.8 | | | | | |
Preferred dividends | (13.8) | | | (13.8) | | | | | |
Net Income Available to Common Shareholders | 319.2 | | | 413.0 | | | | | |
Earnings Per Share | | | | | | | |
Basic Earnings Per Share | $ | 0.77 | | | $ | 1.02 | | | | | |
Diluted Earnings Per Share | $ | 0.71 | | | $ | 0.94 | | | | | |
Basic Average Common Shares Outstanding | 412.8 | | | 406.0 | | | | | |
Diluted Average Common Shares | 447.1 | | | 441.4 | | | | | |
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)
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| Three Months Ended March 31, | | |
(in millions, net of taxes) | 2023 | | 2022 | | | | |
Net Income | $ | 337.8 | | | $ | 431.3 | | | | | |
Other comprehensive income: | | | | | | | |
Net unrealized gain (loss) on available-for-sale debt securities(1) | 2.0 | | | (5.7) | | | | | |
Reclassification adjustment for cash flow hedges(2) | 0.1 | | | 47.0 | | | | | |
Unrecognized pension and OPEB benefit(3) | 0.3 | | | 0.1 | | | | | |
Total other comprehensive income | 2.4 | | | 41.4 | | | | | |
Comprehensive Income | $ | 340.2 | | | $ | 472.7 | | | | | |
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(1)Net unrealized gain (loss) on available-for-sale securities, net of $0.5 million tax expense and $1.5 million tax benefit in the first quarter of 2023 and 2022, respectively.
(2)Reclassification adjustment for cash flow hedges, net of $0.1 million tax benefit and $21.3 million tax expense in the first quarter of 2023 and 2022, respectively.
(3)Unrecognized pension and OPEB benefit, net of $0.1 million and zero tax expense in the first quarter of 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)
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(in millions) | March 31, 2023 | | December 31, 2022 |
ASSETS | | | |
Property, Plant and Equipment | | | |
Plant | $ | 28,065.6 | | | $ | 27,551.3 | |
Accumulated depreciation and amortization | (7,838.0) | | | (7,708.7) | |
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Net Property, Plant and Equipment(1) | 20,227.6 | | | 19,842.6 | |
Investments and Other Assets | | | |
Unconsolidated affiliates | 2.2 | | | 1.6 | |
Available-for-sale debt securities (amortized cost of $162.8 and $166.7, allowance for credit losses of $0.8 and $0.9, respectively) | 150.4 | | | 151.6 | |
Other investments | 74.3 | | | 71.0 | |
Total Investments and Other Assets | 226.9 | | | 224.2 | |
Current Assets | | | |
Cash and cash equivalents | 106.4 | | | 40.8 | |
Restricted cash | 41.9 | | | 34.6 | |
Accounts receivable | 954.2 | | | 1,065.8 | |
Allowance for credit losses | (31.4) | | | (23.9) | |
Accounts receivable, net | 922.8 | | | 1,041.9 | |
Gas inventory | 138.8 | | | 531.7 | |
Materials and supplies, at average cost | 172.6 | | | 151.4 | |
Electric production fuel, at average cost | 64.9 | | | 68.8 | |
Exchange gas receivable | 92.1 | | | 128.1 | |
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Regulatory assets | 237.6 | | | 233.2 | |
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Deposits to renewable generation asset developer | 281.2 | | | 143.8 | |
Prepayments and other | 278.2 | | | 210.0 | |
Total Current Assets(1) | 2,336.5 | | | 2,584.3 | |
Other Assets | | | |
Regulatory assets | 2,319.2 | | | 2,347.6 | |
Goodwill | 1,485.9 | | | 1,485.9 | |
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Deferred charges and other | 257.6 | | | 252.0 | |
Total Other Assets | 4,062.7 | | | 4,085.5 | |
Total Assets | $ | 26,853.7 | | | $ | 26,736.6 | |
(1)Includes $972.7 million and $978.5 million at March 31, 2023 and December 31, 2022, respectively, of net property, plant and equipment assets and $33.8 million and $25.7 million at March 31, 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 12, "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)
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(in millions, except share amounts) | March 31, 2023 | | December 31, 2022 | |
CAPITALIZATION AND LIABILITIES | | | | |
Capitalization | | | | |
Stockholders’ Equity | | | | |
Common stock - $0.01 par value, 600,000,000 shares authorized; 412,982,639 and 412,142,602 shares outstanding, respectively | $ | 4.2 | | | $ | 4.2 | | |
Preferred stock - $0.01 par value, 20,000,000 shares authorized; 1,302,500 and 1,302,500 shares outstanding, respectively | 1,546.5 | | | 1,546.5 | | |
Treasury stock | (99.9) | | | (99.9) | | |
Additional paid-in capital | 7,372.9 | | | 7,375.3 | | |
Retained deficit | (1,114.8) | | | (1,213.6) | | |
Accumulated other comprehensive loss | (34.7) | | | (37.1) | | |
Total NiSource Stockholders’ Equity | 7,674.2 | | | 7,575.4 | | |
Noncontrolling interest in consolidated subsidiaries | 329.5 | | | 326.4 | | |
Total Equity | 8,003.7 | | | 7,901.8 | | |
Long-term debt, excluding amounts due within one year | 10,264.7 | | | 9,523.6 | | |
Total Capitalization | 18,268.4 | | | 17,425.4 | | |
Current Liabilities | | | | |
Current portion of long-term debt | 30.3 | | | 30.0 | | |
Short-term borrowings | 1,281.6 | | | 1,761.9 | | |
Accounts payable | 642.2 | | | 899.5 | | |
Dividends payable - common stock | 103.4 | | | — | | |
Dividends payable - preferred stock | 19.4 | | | — | | |
Customer deposits and credits | 225.5 | | | 324.7 | | |
Taxes accrued | 268.7 | | | 246.2 | | |
Interest accrued | 139.2 | | | 138.4 | | |
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Exchange gas payable | 19.6 | | | 147.6 | | |
Regulatory liabilities | 359.1 | | | 236.8 | | |
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Asset retirement obligations | 48.1 | | | 35.5 | | |
Accrued compensation and employee benefits | 124.5 | | | 167.5 | | |
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Obligations to renewable generation asset developer | 347.2 | | | 347.2 | | |
Other accruals | 298.1 | | | 325.2 | | |
Total Current Liabilities(1) | 3,906.9 | | | 4,660.5 | | |
Other Liabilities | | | | |
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Deferred income taxes | 1,950.1 | | | 1,854.5 | | |
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Accrued liability for postretirement and postemployment benefits | 239.6 | | | 245.5 | | |
Regulatory liabilities | 1,725.5 | | | 1,775.8 | | |
Asset retirement obligations | 464.7 | | | 478.1 | | |
Other noncurrent liabilities and deferred credits | 298.5 | | | 296.8 | | |
Total Other Liabilities(1) | 4,678.4 | | | 4,650.7 | | |
Commitments and Contingencies (Refer to Note 15, "Other Commitments and Contingencies") | | | | |
Total Capitalization and Liabilities | $ | 26,853.7 | | | $ | 26,736.6 | | |
(1)Includes $135.4 million and $128.2 million at March 31, 2023 and December 31, 2022, respectively, of current liabilities and $30.7 million and $30.6 million at March 31, 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 12, "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)
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Three Months Ended March 31, (in millions) | 2023 | | 2022 |
Operating Activities | | | |
Net Income | $ | 337.8 | | | $ | 431.3 | |
Adjustments to Reconcile Net Income to Net Cash from Operating Activities: | | | |
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Depreciation and amortization | 206.9 | | | 192.7 | |
Deferred income taxes and investment tax credits | 75.5 | | | 87.2 | |
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Gain on sale of assets | — | | | (105.0) | |
Other adjustments | 1.1 | | | 8.0 | |
Changes in Assets and Liabilities: | | | |
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Components of working capital | 71.1 | | | (42.4) | |
Regulatory assets/liabilities | 11.0 | | | 24.9 | |
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Deferred charges and other noncurrent assets | (12.0) | | | (7.4) | |
Other noncurrent liabilities and deferred credits | (8.0) | | | (9.5) | |
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Net Cash Flows from Operating Activities | 683.4 | | | 579.8 | |
Investing Activities | | | |
Capital expenditures | (557.1) | | | (450.1) | |
Insurance recoveries | — | | | 105.0 | |
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Payment to renewable generation asset developer | (137.3) | | | — | |
Other investing activities | (33.4) | | | (25.3) | |
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Net Cash Flows used for Investing Activities | (727.8) | | | (370.4) | |
Financing Activities | | | |
Proceeds from Issuance of long-term debt | 744.2 | | | — | |
Repayments of finance lease obligations | (8.1) | | | (7.3) | |
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Change in short-term borrowings, net (maturity ≤ 90 days) | (480.4) | | | (40.0) | |
Issuance of common stock, net of issuance costs | 3.0 | | | 2.8 | |
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Equity costs, grant withholdings and debt related costs | (11.8) | | | (8.9) | |
Contributions from noncontrolling interest | 3.6 | | | — | |
Distributions to noncontrolling interest | (5.3) | | | (0.6) | |
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Dividends paid - common stock | (103.2) | | | (95.3) | |
Dividends paid - preferred stock | (8.1) | | | (8.1) | |
Contract liability payment | (16.6) | | | (16.5) | |
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Net Cash Flows from (used for) Financing Activities | 117.3 | | | (173.9) | |
Change in cash, cash equivalents and restricted cash | 72.9 | | | 35.5 | |
Cash, cash equivalents and restricted cash at beginning of period | 75.4 | | | 94.9 | |
Cash, Cash Equivalents and Restricted Cash at End of Period | $ | 148.3 | | | $ | 130.4 | |
Reconciliation to Balance Sheet
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Three Months Ended March 31, (in millions) | 2023 |
Cash and cash equivalents | 106.4 |
Restricted Cash | 41.9 |
Total Cash, Cash Equivalents and Restricted Cash | 148.3 |
Supplemental Disclosures of Cash Flow Information
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Three Months Ended March 31, (in millions) | 2023 | | 2022 |
Non-cash transactions: | | | |
Capital expenditures included in current liabilities | $ | 261.1 | | | $ | 183.4 | |
Dividends declared but not paid | 122.8 | | | 114.7 | |
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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)
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(in millions) | Common Stock | | Preferred Stock(1) | | Treasury Stock | | Additional Paid-In Capital | | Retained Deficit | | Accumulated Other Comprehensive Loss | | Noncontrolling Interest in Consolidated Subsidiaries | | 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 | — | | | — | | | — | | | — | | | 333.0 | | | — | | | 4.8 | | | 337.8 | |
Other comprehensive income, net of tax | — | | | — | | | — | | | — | | | — | | | 2.4 | | | — | | | 2.4 | |
Dividends: | | | | | | | | | | | | | | | |
Common stock ($0.50 per share) | — | | | — | | | — | | | — | | | (206.7) | | | — | | | — | | | (206.7) | |
Preferred stock (See Note 5) | — | | | — | | | — | | | — | | | (27.5) | | | — | | | — | | | (27.5) | |
Contributions from noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | 3.6 | | | 3.6 | |
Distributions to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | (5.3) | | | (5.3) | |
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Stock issuances: | | | | | | | | | | | | | | | |
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Employee stock purchase plan | — | | | — | | | — | | | 1.3 | | | — | | | — | | | — | | | 1.3 | |
Long-term incentive plan | — | | | — | | | — | | | (6.3) | | | — | | | — | | | — | | | (6.3) | |
401(k) and profit sharing | — | | | — | | | — | | | 2.6 | | | — | | | — | | | — | | | 2.6 | |
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Balance as of March 31, 2023 | $ | 4.2 | | | $ | 1,546.5 | | | $ | (99.9) | | | $ | 7,372.9 | | | $ | (1,114.8) | | | $ | (34.7) | | | $ | 329.5 | | | $ | 8,003.7 | |
(1)Series A, Series B, and Series C shares have an aggregate liquidation preference of $400M, $500M, and $863M, respectively. See Note 5, "Equity," for additional information. |
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(in millions) | Common Stock | | Preferred Stock(1) | | Treasury Stock | | Additional Paid-In Capital | | Retained Deficit | | Accumulated Other Comprehensive Loss | | Noncontrolling Interest in Consolidated Subsidiaries | | Total |
Balance as of January 1, 2022 | $ | 4.1 | | | $ | 1,546.5 | | | $ | (99.9) | | | $ | 7,204.3 | | | $ | (1,580.9) | | | $ | (126.8) | | | $ | 325.6 | | | $ | 7,272.9 | |
Comprehensive Income: | | | | | | | | | | | | | | | |
Net income | — | | | — | | | — | | | — | | | 426.8 | | | — | | | 4.5 | | | 431.3 | |
Other comprehensive income, net of tax | — | | | — | | | — | | | — | | | — | | | 41.4 | | | — | | | 41.4 | |
Dividends: | | | | | | | | | | | | | | | |
Common stock ($0.47 per share) | — | | | — | | | — | | | — | | | (190.7) | | | — | | | — | | | (190.7) | |
Preferred stock (See Note 5) | — | | | — | | | — | | | — | | | (27.5) | | | — | | | — | | | (27.5) | |
Distributions to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | (0.6) | | | (0.6) | |
Stock issuances: | | | | | | | | | | | | | | | |
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Employee stock purchase plan | — | | | — | | | — | | | 1.2 | | | — | | | — | | | — | | | 1.2 | |
Long-term incentive plan | — | | | — | | | — | | | 0.9 | | | — | | | — | | | — | | | 0.9 | |
401(k) and profit sharing | — | | | — | | | — | | | 2.5 | | | — | | | — | | | — | | | 2.5 | |
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Balance as of March 31, 2022 | $ | 4.1 | | | $ | 1,546.5 | | | $ | (99.9) | | | $ | 7,208.9 | | | $ | (1,372.3) | | | $ | (85.4) | | | $ | 329.5 | | | $ | 7,531.4 | |
(1)Series A, Series B and Series C shares have an aggregate liquidation preference of $400M, $500M, and $863M, respectively. See Note 5, "Equity," for additional information. |
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ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Statements of Consolidated Equity (unaudited) (continued)
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| Preferred | | Common |
Shares (in thousands) | Shares | | Shares | | Treasury | | Outstanding |
Balance as of January 1, 2023 | 1,303 | | | 416,106 | | | (3,963) | | | 412,143 | |
Issued: | | | | | | | |
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Employee stock purchase plan | — | | | 48 | | | — | | | 48 | |
Long-term incentive plan | — | | | 695 | | | — | | | 695 | |
401(k) and profit sharing | — | | | 97 | | | — | | | 97 | |
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Balance as of March 31, 2023 | 1,303 | | | 416,946 | | | (3,963) | | | 412,983 | |
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| Preferred | | Common |
Shares (in thousands) | Shares | | Shares | | Treasury | | Outstanding |
Balance as of January 1, 2022 | 1,303 | | | 409,266 | | | (3,963) | | | 405,303 | |
Issued: | | | | | | | |
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Employee stock purchase plan | — | | | 44 | | | — | | | 44 | |
Long-term incentive plan | — | | | 300 | | | — | | | 300 | |
401(k) and profit sharing | — | | | 87 | | | — | | | 87 | |
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Balance as of March 31, 2022 | 1,303 | | | 409,697 | | | (3,963) | | | 405,734 | |
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The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
1. Basis of Accounting Presentation
Our accompanying Condensed Consolidated Financial Statements (unaudited) reflect all normal recurring adjustments that are necessary, in the opinion of management, to present fairly the results of operations in accordance with GAAP in the United States of America. The accompanying financial statements include the accounts of us, our majority-owned subsidiaries, and VIEs of which we are the primary beneficiary after the elimination of all intercompany accounts and transactions.
The accompanying financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Income for interim periods may not be indicative of results for the calendar year due to weather variations and other factors.
The Condensed Consolidated Financial Statements (unaudited) have been prepared pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made in this Quarterly Report on Form 10-Q are adequate to make the information herein not misleading.
2. Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. These pronouncements provide temporary optional expedients and exceptions for applying GAAP principles to contract modifications and hedging relationships to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. These pronouncements were effective upon issuance on March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the temporary accounting rules under Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. During 2022, the company applied a practical expedient under Topic 848 which allowed for the continuation of cash flow hedge accounting for interest rate derivative contracts upon the transition from LIBOR to alternative reference rates. The application of this expedient had no impact on the Condensed Consolidated Financial Statements (unaudited).
3. Revenue Recognition
Revenue Disaggregation and Reconciliation. We disaggregate revenue from contracts with customers based upon reportable segment, as well as by customer class. The Gas Distribution Operations segment provides natural gas service and transportation for residential, commercial and industrial customers in Ohio, Pennsylvania, Virginia, Kentucky, Maryland, and Indiana. The Electric Operations segment provides electric service in 20 counties in the northern part of Indiana.
The tables below reconcile revenue disaggregation by customer class to segment revenue, as well as to revenues reflected on the Condensed Statements of Consolidated Income (unaudited):
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Three Months Ended March 31, 2023 (in millions) | Gas Distribution Operations(2) | | Electric Operations | | Corporate and Other | | Total |
Customer Revenues(1) | | | | | | | |
Residential | $ | 987.0 | | | $ | 150.4 | | | $ | — | | | $ | 1,137.4 | |
Commercial | 360.6 | | | 150.9 | | | — | | | 511.5 | |
Industrial | 71.9 | | | 134.2 | | | — | | | 206.1 | |
Off-system | 17.2 | | | — | | | — | | | 17.2 | |
Miscellaneous | 18.4 | | | 5.5 | | | — | | | 23.9 | |
Total Customer Revenues | $ | 1,455.1 | | | $ | 441.0 | | | $ | — | | | $ | 1,896.1 | |
Other Revenues | 46.2 | | | 23.5 | | | 0.2 | | | 69.9 | |
Total Operating Revenues | $ | 1,501.3 | | | $ | 464.5 | | | $ | 0.2 | | | $ | 1,966.0 | |
(1)Customer revenue amounts exclude intersegment revenues. See Note 18, "Business Segment Information," for discussion of intersegment revenues.
(2)Amounts included in Gas Distributions Operations Other revenues primarily relate to weather normalization adjustments driven by warmer weather in 2023 compared to 2022.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
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Three Months Ended March 31, 2022 (in millions) | Gas Distribution Operations | | Electric Operations | | Corporate and Other(2) | | Total |
Customer Revenues(1) | | | | | | | |
Residential | $ | 976.9 | | | $ | 138.5 | | | $ | — | | | $ | 1,115.4 | |
Commercial | 356.5 | | | 134.5 | | | — | | | 491.0 | |
Industrial | 67.8 | | | 129.8 | | | — | | | 197.6 | |
Off-system | 18.7 | | | — | | | — | | | 18.7 | |
Miscellaneous | 14.0 | | | 3.6 | | | — | | | 17.6 | |
Total Customer Revenues | $ | 1,433.9 | | | $ | 406.4 | | | $ | — | | | $ | 1,840.3 | |
Other Revenues | 2.8 | | | 23.7 | | | 6.5 | | | 33.0 | |
Total Operating Revenues | $ | 1,436.7 | | | $ | 430.1 | | | $ | 6.5 | | | $ | 1,873.3 | |
(1)Customer revenue amounts exclude intersegment revenues. See Note 18, "Business Segment Information," for discussion of intersegment revenues.
(2)Amounts associated with Corporate and Other revenues primarily relate to the Transition Services Agreement entered into in connection with the sale of the Massachusetts Business.