x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012 | |
OR | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________. |
Incorporated in South Dakota | IRS Identification Number 46-0111677 |
Yes x | No o |
Yes x | No o |
Large accelerated filer | o | Accelerated filer | o | |
Non-accelerated filer | x | Smaller reporting company | o |
Yes o | No x |
Page | ||
GLOSSARY OF TERMS AND ABBREVIATIONS | ||
PART 1. | FINANCIAL INFORMATION | |
Item 1. | Financial Statements | |
Condensed Statements of Income and Comprehensive Income - unaudited | ||
Three and Six Months Ended June 30, 2012 and 2011 | ||
Condensed Balance Sheets - unaudited | ||
June 30, 2012 and December 31, 2011 | ||
Cash Flow Statements - unaudited | ||
Six Months Ended June 30, 2012 and 2011 | ||
Notes to Condensed Financial Statements - unaudited | ||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |
Item 4. | Controls and Procedures | |
PART II. | OTHER INFORMATION | |
Item 1. | Legal Proceedings | |
Item 1A. | Risk Factors | |
Item 6. | Exhibits | |
Signatures | ||
Exhibit Index |
AFUDC | Allowance for Funds Used During Construction |
ASC | Accounting Standards Codification |
ASU | Accounting Standards Update |
BHC | Black Hills Corporation, the Parent Company |
Black Hills Energy | The name used to conduct the business activities of Black Hills Utility Holdings, Inc., a direct, wholly-owned subsidiary of the Parent Company |
Black Hills Service Company | Black Hills Service Company, LLC, a direct, wholly-owned subsidiary of the Parent Company |
Black Hills Wyoming | Black Hills Wyoming, LLC, an indirect, wholly-owned subsidiary of the Parent Company |
Cheyenne Light | Cheyenne Light, Fuel and Power Company, a direct, wholly-owned subsidiary of the Parent Company |
CPCN | Certificate of Public Convenience and Necessity |
Enserco | Enserco Energy, Inc., an indirect, wholly-owned subsidiary of the Parent Company, which was sold by the Parent Company to an unrelated third party on February 29, 2012 |
FASB | Financial Accounting Standards Board |
FDIC | Federal Deposit Insurance Corporation |
FERC | Federal Energy Regulatory Commission |
GAAP | Generally Accepted Accounting Principles of the United States |
IFRS | International Financial Reporting Standards |
LIBOR | London Interbank Offered Rate |
MW | Megawatts |
MWh | Megawatt-hours |
SEC | U.S. Securities and Exchange Commission |
WPSC | Wyoming Public Service Commission |
WRDC | Wyodak Resources Development Corp., an indirect, wholly-owned subsidiary of the Parent Company |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||
(in thousands) | |||||||||||||||
Revenue | $ | 58,372 | $ | 56,098 | $ | 120,642 | $ | 115,292 | |||||||
Operating expenses: | |||||||||||||||
Fuel and purchased power | 19,768 | 22,764 | 44,483 | 44,324 | |||||||||||
Operations and maintenance | 16,776 | 16,195 | 33,319 | 34,185 | |||||||||||
Depreciation and amortization | 6,823 | 6,761 | 13,773 | 13,323 | |||||||||||
Taxes - property | 1,146 | 1,197 | 2,466 | 2,362 | |||||||||||
Total operating expenses | 44,513 | 46,917 | 94,041 | 94,194 | |||||||||||
Operating income | 13,859 | 9,181 | 26,601 | 21,098 | |||||||||||
Other income (expense): | |||||||||||||||
Interest expense | (4,410 | ) | (4,533 | ) | (8,700 | ) | (8,753 | ) | |||||||
AFUDC - borrowed | 56 | 88 | 113 | 268 | |||||||||||
Interest income | 220 | 360 | 244 | 370 | |||||||||||
AFUDC - equity | 113 | 155 | 229 | 442 | |||||||||||
Other income (expense), net | 71 | (256 | ) | 459 | (152 | ) | |||||||||
Total other income (expense) | (3,950 | ) | (4,186 | ) | (7,655 | ) | (7,825 | ) | |||||||
Income before income taxes | 9,909 | 4,995 | 18,946 | 13,273 | |||||||||||
Income tax expense | (3,182 | ) | (1,254 | ) | (6,166 | ) | (3,651 | ) | |||||||
Net income | 6,727 | 3,741 | 12,780 | 9,622 | |||||||||||
Other comprehensive income (loss): | |||||||||||||||
Reclassification adjustments of cash flow hedges | 11 | 10 | 21 | 21 | |||||||||||
Comprehensive income | $ | 6,738 | $ | 3,751 | $ | 12,801 | $ | 9,643 |
June 30, 2012 | December 31, 2011 | ||||||
(in thousands, except common stock par value and share amounts) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 2,933 | $ | 2,812 | |||
Receivables - customers, net | 20,981 | 24,668 | |||||
Receivables - affiliates | 7,015 | 6,998 | |||||
Other receivables, net | 830 | 786 | |||||
Money pool notes receivable, net | 3,215 | 50,477 | |||||
Materials, supplies and fuel | 20,586 | 22,074 | |||||
Regulatory assets, current | 6,336 | 6,605 | |||||
Other, current assets | 5,089 | 4,255 | |||||
Total current assets | 66,985 | 118,675 | |||||
Investments | 4,315 | 4,592 | |||||
Property, plant and equipment | 1,005,461 | 995,772 | |||||
Less accumulated depreciation and amortization | (316,043 | ) | (313,581 | ) | |||
Total property, plant and equipment, net | 689,418 | 682,191 | |||||
Other assets: | |||||||
Regulatory assets, non-current | 46,524 | 45,160 | |||||
Other, non-current assets | 3,826 | 3,812 | |||||
Total other assets | 50,350 | 48,972 | |||||
TOTAL ASSETS | $ | 811,068 | $ | 854,430 | |||
LIABILITIES AND STOCKHOLDER'S EQUITY | |||||||
Current liabilities: | |||||||
Current maturities of long-term debt | $ | — | $ | 37 | |||
Accounts payable | 11,927 | 12,560 | |||||
Accounts payable - affiliates | 13,745 | 18,598 | |||||
Accrued liabilities | 15,792 | 16,448 | |||||
Regulatory liabilities, current | 36 | 853 | |||||
Deferred income tax liabilities, current | 1,576 | 848 | |||||
Total current liabilities | 43,076 | 49,344 | |||||
Long-term debt, net of current maturities | 269,942 | 276,390 | |||||
Deferred credits and other liabilities: | |||||||
Deferred income tax liability, non-current | 120,944 | 113,320 | |||||
Regulatory liabilities, non-current | 41,979 | 39,621 | |||||
Benefit plan liabilities | 26,128 | 31,097 | |||||
Other deferred credits and other liabilities | 3,696 | 8,172 | |||||
Total deferred credits and other liabilities | 192,747 | 192,210 | |||||
Commitments and contingencies (Notes 6, 7, 9 and 11) | |||||||
Stockholder's equity: | |||||||
Common stock $1 par value; 50,000,000 shares authorized; 23,416,396 shares issued | 23,416 | 23,416 | |||||
Additional paid-in capital | 39,575 | 39,575 | |||||
Retained earnings | 243,581 | 274,785 | |||||
Accumulated other comprehensive loss | (1,269 | ) | (1,290 | ) | |||
Total stockholder's equity | 305,303 | 336,486 | |||||
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ | 811,068 | $ | 854,430 |
Six Months Ended June 30, | |||||||
2012 | 2011 | ||||||
(in thousands) | |||||||
Operating activities: | |||||||
Net income | $ | 12,780 | $ | 9,622 | |||
Adjustments to reconcile net income to net cash provided by operating activities- | |||||||
Depreciation and amortization | 13,773 | 13,323 | |||||
Deferred income tax | 6,184 | 4,026 | |||||
Employee benefits | 1,914 | 1,202 | |||||
AFUDC - equity | (229 | ) | (442 | ) | |||
Other adjustments, net | 1,185 | 514 | |||||
Change in operating assets and liabilities - | |||||||
Accounts receivable and other current assets | 5,442 | 11,224 | |||||
Accounts payable and other current liabilities | (8,161 | ) | 866 | ||||
Regulatory assets | (809 | ) | 166 | ||||
Regulatory liabilities | (336 | ) | (2,358 | ) | |||
Contributions to employee benefit plans | (6,835 | ) | — | ||||
Other operating activities, net | (2,973 | ) | (1,552 | ) | |||
Net cash provided by operating activities | 21,935 | 36,591 | |||||
Investing activities: | |||||||
Property, plant and equipment additions | (18,882 | ) | (24,183 | ) | |||
Change in money pool notes receivable, net | 3,278 | (9,965 | ) | ||||
Other investing activities | 277 | (139 | ) | ||||
Net cash provided by (used in) investing activities | (15,327 | ) | (34,287 | ) | |||
Financing activities: | |||||||
Long-term debt - repayments | (6,487 | ) | (37 | ) | |||
Net cash provided by (used in) financing activities | (6,487 | ) | (37 | ) | |||
Net change in cash and cash equivalents | 121 | 2,267 | |||||
Cash and cash equivalents, beginning of period | 2,812 | 2,045 | |||||
Cash and cash equivalents, end of period | $ | 2,933 | $ | 4,312 |
(1) | MANAGEMENT'S STATEMENT |
(2) | RECENTLY ADOPTED ACCOUNTING STANDARDS |
(3) | ACCOUNTS RECEIVABLE |
June 30, 2012 | December 31, 2011 | ||||||
Accounts receivable trade | $ | 11,767 | $ | 16,447 | |||
Unbilled revenues | 9,321 | 8,364 | |||||
Allowance for doubtful accounts | (107 | ) | (143 | ) | |||
Receivables - customers, net | $ | 20,981 | $ | 24,668 |
(4) | REGULATORY ASSETS AND LIABILITIES |
Recovery Period (in years) | June 30, 2012 | December 31, 2011 | ||||||
Regulatory assets: | ||||||||
Unamortized loss on reacquired debt | 14 | $ | 2,622 | $ | 2,765 | |||
AFUDC | 45 | 8,552 | 8,552 | |||||
Employee benefit plans | 13 | 27,602 | 27,602 | |||||
Deferred energy costs | 1 | 7,412 | 6,605 | |||||
Flow through accounting | 35 | 6,153 | 5,789 | |||||
Other | 519 | 452 | ||||||
Total regulatory assets | $ | 52,860 | $ | 51,765 |
Regulatory liabilities: | ||||||||
Cost of removal for utility plant | 53 | $ | 25,144 | $ | 23,347 | |||
Employee benefit plans | 13 | 15,282 | 15,282 | |||||
Other | 1,589 | 1,845 | ||||||
Total regulatory liabilities | $ | 42,015 | $ | 40,474 |
(5) | RELATED-PARTY TRANSACTIONS |
June 30, 2012 | December 31, 2011 | ||||||
Receivables - affiliates | $ | 7,015 | $ | 6,998 | |||
Accounts payable - affiliates | $ | 13,745 | $ | 18,598 |
June 30, 2012 | December 31, 2011 | ||||||
Money pool notes receivable, net | $ | 3,215 | $ | 50,477 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||
Net interest income (expense) | $ | 129 | $ | 343 | $ | 412 | $ | 660 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||
Revenues: | ||||||||||||
Energy sold to Cheyenne Light | $ | 750 | $ | 63 | $ | 1,276 | $ | 248 | ||||
Purchases: | ||||||||||||
Purchase of coal from WRDC | $ | 4,426 | $ | 5,758 | $ | 10,421 | $ | 10,645 | ||||
Purchase of excess energy from Cheyenne Light | $ | 683 | $ | 2,375 | $ | 1,425 | $ | 2,482 | ||||
Purchase of renewable wind energy from Cheyenne Light | $ | 1,289 | $ | 1,285 | $ | 3,037 | $ | 2,985 | ||||
Purchase of natural gas from Enserco | $ | — | $ | 62 | $ | 7 | $ | 223 | ||||
Corporate support services from Parent, Black Hills Service Company and Black Hills Utilities Holdings Inc. | $ | 5,787 | $ | 4,509 | $ | 10,592 | $ | 9,683 |
(6) | EMPLOYEE BENEFIT PLANS |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||
Service cost | $ | 191 | $ | 199 | $ | 382 | $ | 398 | |||||||
Interest cost | 742 | 773 | 1,484 | 1,546 | |||||||||||
Expected return on plan assets | (785 | ) | (905 | ) | (1,570 | ) | (1,810 | ) | |||||||
Prior service cost | 14 | 16 | 28 | 32 | |||||||||||
Net loss (gain) | 650 | 372 | 1,300 | 744 | |||||||||||
Net periodic benefit cost | $ | 812 | $ | 455 | $ | 1,624 | $ | 910 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||
Service cost | $ | 53 | $ | 52 | $ | 106 | $ | 104 | ||||||
Interest cost | 86 | 91 | 172 | 182 | ||||||||||
Amortization of prior service cost | (69 | ) | (78 | ) | (138 | ) | (156 | ) | ||||||
Net loss (gain) | 35 | 41 | 70 | 82 | ||||||||||
Net periodic benefit cost | $ | 105 | $ | 106 | $ | 210 | $ | 212 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||
Interest cost | $ | 26 | $ | 28 | $ | 52 | $ | 56 | ||||||
Net loss (gain) | 14 | 12 | 28 | 24 | ||||||||||
Net periodic benefit cost | $ | 40 | $ | 40 | $ | 80 | $ | 80 |
Six Months Ended June 30, 2012 | Remaining Anticipated Contributions for 2012 | Anticipated Contributions for 2013 | |||||||
Defined Benefit Pension Plan | $ | 6,835 | $ | — | $ | — | |||
Non-Pension Defined Benefit Postretirement Healthcare Plans | $ | 328 | $ | 328 | $ | 702 | |||
Supplemental Non-qualified Defined Benefit Plans | $ | 78 | $ | 78 | $ | 113 |
(7) | FAIR VALUE OF FINANCIAL INSTRUMENTS |
June 30, 2012 | December 31, 2011 | ||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||
Cash and cash equivalents(a) | $ | 2,933 | $ | 2,933 | $ | 2,812 | $ | 2,812 | |||||
Money pool notes receivable (a) | $ | 3,215 | $ | 3,215 | $ | 50,477 | $ | 50,477 | |||||
Long-term debt, including current maturities(b) | $ | 269,942 | $ | 356,222 | $ | 276,427 | $ | 362,055 |
(a) | Fair value approximates carrying value due to the short term maturities and therefore is classified in Level 1 in the fair value hierarchy. |
(b) | Long-term debt is valued based on observable inputs available either directly or indirectly for similar liabilities in active markets and therefore is classified in Level 2 in the fair value hierarchy. |
(8) | LONG TERM DEBT |
(9) | SUPPLEMENTAL CASH FLOWS INFORMATION |
Six Months Ended June 30, | |||||||
2012 | 2011 | ||||||
(in thousands) | |||||||
Non-cash investing and financing activities - | |||||||
Property, plant and equipment acquired with accrued liabilities | $ | 2,217 | $ | 2,974 | |||
Non-cash (decrease) to money pool notes receivable, net | $ | (43,984 | ) | $ | — | ||
Non-cash dividend to Parent | $ | 43,984 | $ | — | |||
Supplemental disclosure of cash flow information: | |||||||
Cash (paid) refunded during the period for - | |||||||
Interest (net of amounts capitalized) | $ | (8,312 | ) | $ | (8,183 | ) | |
Income taxes | $ | (150 | ) | $ | 15 |
(10) | COMMITMENTS AND CONTINGENCIES |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||
2012 | 2011 | Variance | 2012 | 2011 | Variance | |||||||||||||
Revenue | $ | 58,372 | $ | 56,098 | $ | 2,274 | $ | 120,642 | $ | 115,292 | $ | 5,350 | ||||||
Fuel and purchased power | 19,768 | 22,764 | (2,996 | ) | 44,483 | 44,324 | 159 | |||||||||||
Gross margin | 38,604 | 33,334 | 5,270 | 76,159 | 70,968 | 5,191 | ||||||||||||
Operating expenses | 24,745 | 24,153 | 592 | 49,558 | 49,870 | (312 | ) | |||||||||||
Operating income | 13,859 | 9,181 | 4,678 | 26,601 | 21,098 | 5,503 | ||||||||||||
Interest income (expense), net | (4,134 | ) | (4,085 | ) | (49 | ) | (8,343 | ) | (8,115 | ) | (228 | ) | ||||||
Other income (expense), net | 184 | (101 | ) | 285 | 688 | 290 | 398 | |||||||||||
Income tax expense | (3,182 | ) | (1,254 | ) | (1,928 | ) | (6,166 | ) | (3,651 | ) | (2,515 | ) | ||||||
Net income | $ | 6,727 | $ | 3,741 | $ | 2,986 | $ | 12,780 | $ | 9,622 | $ | 3,158 |
Electric Revenue by Customer Type | |||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||
2012 | Percentage Change | 2011 | 2012 | Percentage Change | 2011 | ||||||||||||||||
Commercial | $ | 18,804 | 6 | % | $ | 17,759 | $ | 35,612 | 2 | % | $ | 35,073 | |||||||||
Residential | 12,633 | (1 | )% | 12,773 | 28,109 | (6 | )% | 29,943 | |||||||||||||
Industrial | 7,063 | 9 | % | 6,464 | 13,083 | 7 | % | 12,228 | |||||||||||||
Municipal | 887 | 13 | % | 783 | 1,585 | 4 | % | 1,517 | |||||||||||||
Total retail revenue | 39,387 | 4 | % | 37,779 | 78,389 | — | % | 78,761 | |||||||||||||
Contract wholesale | 4,370 | — | % | 4,370 | 9,275 | 3 | % | 8,990 | |||||||||||||
Off-system wholesale | 6,459 | (13 | )% | 7,442 | 17,732 | 23 | % | 14,395 | |||||||||||||
Other revenue | 8,156 | 25 | % | 6,507 | 15,246 | 16 | % | 13,146 | |||||||||||||
Total revenue | $ | 58,372 | 4 | % | $ | 56,098 | $ | 120,642 | 5 | % | $ | 115,292 |
Megawatt Hours Sold by Customer Type | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2012 | Percentage Change | 2011 | 2012 | Percentage Change | 2011 | ||||||||||||
Commercial | 181,281 | 8 | % | 167,649 | 351,374 | 2 | % | 345,886 | |||||||||
Residential | 106,557 | (1 | )% | 107,683 | 256,985 | (9 | )% | 282,083 | |||||||||
Industrial | 115,024 | 9 | % | 105,861 | 210,759 | 8 | % | 194,610 | |||||||||
Municipal | 8,843 | 14 | % | 7,739 | 16,411 | 2 | % | 16,041 | |||||||||
Total retail quantity sold | 411,705 | 6 | % | 388,932 | 835,529 | — | % | 838,620 | |||||||||
Contract wholesale | 72,006 | (12 | )% | 82,253 | 161,054 | (6 | )% | 172,212 | |||||||||
Wholesale off-system | 295,149 | 6 | % | 278,086 | 753,379 | 45 | % | 520,242 | |||||||||
Total megawatt hours sold | 778,860 | 4 | % | 749,271 | 1,749,962 | 14 | % | 1,531,074 | |||||||||
Losses and company use | 29,128 | (26 | )% | 39,100 | 72,715 | 1 | % | 71,771 | |||||||||
Total energy | 807,988 | 2 | % | 788,371 | 1,822,677 | 14 | % | 1,602,845 |
Electric Utility Power Plant Availability | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||
Coal-fired plants | 76.4 | % | (a) | 83.6 | % | (b) | 86.9 | % | (a) | 86.9 | % | (b) |
Other plants | 99.5 | % | 86.9 | % | (c) | 99.7 | % | 92.8 | % | |||
Total availability | 85.5 | % | 84.8 | % | 91.9 | % | 89.2 | % |
(a) | Reflects an unplanned outage at Neil Simpson II due to a transformer failure. |
(b) | Reflects a planned major outage at the PacifiCorp-operated Wyodak plant. |
(c) | Reflects a planned major overhaul at Neil Simpson CT. |
Megawatt Hours Generated and Purchased | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
Generated - | 2012 | Percentage Change | 2011 | 2012 | Percentage Change | 2011 | |||||||||||
Coal-fired | 369,049 | (4 | )% | 386,006 | 868,841 | 5 | % | 823,844 | |||||||||
Gas-fired | 6,216 | 442 | % | 1,147 | 6,579 | 203 | % | 2,171 | |||||||||
Total generated | 375,265 | (3 | )% | 387,153 | 875,420 | 6 | % | 826,015 | |||||||||
Total purchased | 432,723 | 8 | % | 401,218 | 947,257 | 22 | % | 776,830 | |||||||||
Total generated and purchased | 807,988 | 2 | % | 788,371 | 1,822,677 | 14 | % | 1,602,845 |
Degree Days | Degree Days | |||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||
2012 | 2011 | 2012 | 2011 | |||||
Heating and cooling degree days: | ||||||||
Actual - | ||||||||
Heating degree days | 748 | 1,190 | 3,459 | 4,897 | ||||
Cooling degree days | 206 | 56 | 206 | 56 | ||||
Variance from normal - | ||||||||
Heating degree days | (27 | )% | 19 | % | (18 | )% | 14 | % |
Cooling degree days | 108 | % | (45 | )% | 108 | % | (45 | )% |
Rating Agency | Rating | Outlook |
Fitch | A- | Stable |
Moody's | A3 | Stable |
S&P | BBB+ | Stable |
• | Our ability to obtain adequate cost recovery for our electric utility operations through regulatory proceedings and receive favorable rulings in periodic applications to recover costs for fuel and purchased power and our ability to add power generation assets into regulatory rate base; |
• | Our ability to successfully maintain or improve our corporate credit rating; |
• | Our ability to obtain from utility commissions any requisite determination of prudency to support resource planning and development programs we propose to implement; |
• | The timing and extent of scheduled and unscheduled outages; |
• | Our ability to complete the permitting, construction, start-up and operation of power generating facilities in a cost-effective and timely manner; |
• | The timing, volatility and extent of changes in energy-related and commodity prices, interest rates, energy and commodity supply or volume, the cost and availability of transportation of commodities, and demand for our services, all of which can affect our earnings, liquidity position and the underlying value of our assets; |
• | Our ability to comply, or to make expenditures required to comply with changes in laws and regulations, particularly those relating to taxation, safety and protection of the environment and to recover those expenditures in customer rates, where applicable; |
• | Liabilities related to environmental conditions, including remediation and reclamation obligations under environmental laws; |
• | Federal and state laws concerning climate changes and air emissions, including emission reduction mandates and renewable energy portfolio standards, which may materially increase our generation and production costs and could render some of our generating units uneconomical to operate and maintain; |
• | Weather and other natural phenomena; |
• | Capital market conditions, which may affect our ability to raise capital on favorable terms; |
• | Price risk due to marketable securities held as investments in benefit plans; and |
• | Other factors discussed from time to time in our other filings with the SEC. |
ITEM 4. | CONTROLS AND PROCEDURES |
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 6. | Exhibits |
Exhibit 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. |
Exhibit 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. |
Exhibit 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. |
Exhibit 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. |
Exhibit 101 | Financial Statements for XBRL Format |
Exhibit Number | Description |
Exhibit 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. |
Exhibit 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. |
Exhibit 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. |
Exhibit 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. |
Exhibit 101 | Financial Statements for XBRL Format |
1. | I have reviewed this quarterly report on Form 10-Q of Black Hills Power, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | August 10, 2012 | |
/S/ DAVID R. EMERY | ||
David R. Emery | ||
Chairman and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Black Hills Power, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | August 10, 2012 | |
/S/ ANTHONY S. CLEBERG | ||
Anthony S. Cleberg | ||
Executive Vice President and | ||
Chief Financial Officer |
(1) | The Report fully complies with the requirements of Section 13 (a) or |
(2) | The information contained in the Report fairly presents, in all material |
Date: | August 10, 2012 | |
/S/ DAVID R. EMERY | ||
David R. Emery | ||
Chairman and Chief Executive Officer |
Date: | August 10, 2012 | |
/S/ ANTHONY S. CLEBERG | ||
Anthony S. Cleberg | ||
Executive Vice President and | ||
Chief Financial Officer |
Regulatory Assets and Liabilities
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Jun. 30, 2012
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Regulatory Assets and Liabilities [Text Block] | REGULATORY ASSETS AND LIABILITIES Our regulated electric operations are subject to regulation by various state and federal agencies. The accounting policies followed are generally subject to the Uniform System of Accounts of the FERC. Our regulatory assets and liabilities were as follows (in thousands):
Regulatory assets represent items we expect to recover from customers through probable future rates. Regulatory assets are included in Regulatory assets, current and Regulatory assets, non-current on the accompanying Condensed Balance Sheets. Unamortized Loss on Reacquired Debt - The early redemption premium on reacquired bonds is being amortized over the remaining term of the original bonds. AFUDC - The equity component of AFUDC is considered a permanent difference for tax purposes with the tax benefit being flowed through to customers as prescribed or allowed by regulators. If, based on a regulator's action, it is probable the utility will recover the future increase in taxes payable represented by this flow-through treatment through a rate revenue increase, a regulatory asset is recognized. This regulatory asset itself is a temporary difference for which a deferred tax liability must be recognized. Accounting standards for income taxes specifically address AFUDC-equity, and require a gross-up of such amounts to reflect the revenue requirement associated with a rate-regulated environment. Employee Benefit Plans - Employee benefit plans include the unrecognized prior service costs and net actuarial loss associated with our defined benefit pension plans and post-retirement benefit plans in regulatory assets rather than in accumulated other comprehensive income. Deferred Energy Costs - Deferred energy and fuel cost adjustments represent the cost of electricity delivered to our electric utility customers in excess of current rates which will be recovered in future rates. Deferred energy and fuel cost adjustments are recorded and recovered or amortized as approved by the appropriate state commission. Flow-through Accounting - Under flow-through accounting, the income tax effects of certain tax items are reflected in our cost of service for the customer in the year in which the tax benefits are realized and result in lower utility rates. This regulatory treatment was applied to the tax benefit generated by repair costs that were previously capitalized for tax purposes in a rate case settlement that was reached with respect to Black Hills Power in 2010. In this instance, the agreed upon rate increase was less than it would have been absent the flow-through treatment. A regulatory asset established to reflect the future increases in income taxes payable will be recovered from customers as the temporary differences reverse. Regulatory liabilities represent items we expect to refund to customers through probable future decreases in rates. Regulatory liabilities are included in Regulatory liabilities, current and Regulatory liabilities, non-current on the accompanying Condensed Balance Sheets. Cost of Removal - Cost of removal for utility plant represents the estimated cumulative net provisions for future removal costs included in depreciation expense for which there is no legal obligation for removal. Employee Benefit Plans - Employee benefit plans represent the cumulative excess of pension costs recovered in rates over pension expense recorded in accordance with accounting standards for compensation - retirements. In addition, this regulatory liability includes the income tax effect of the adjustment required under accounting for compensation - defined benefit plans, to record the full pension and post-retirement benefit obligations. Such income tax effect has been grossed-up to account for the revenue requirement aspect of a rate regulated environment. |