UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2005.March 31, 2006.
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For the transition period from _________________________ to _______________.__________.
Commission File Number 1-7978
Black Hills Power, Inc. | |
Incorporated in South Dakota | IRS Identification Number 46-0111677 |
625 Ninth Street, Rapid City, South Dakota 57701 | |
Registrant’s telephone number (605) 721-1700 | |
Former name, former address, and former fiscal year if changed since last report | |
NONE | |
625 Ninth StreetRapid City, South Dakota 57701
Registrant’s telephone number (605) 721-1700
Former name, former address, and former fiscal year if changed since last report
NONE
Indicate by check mark whether the registrantRegistrant (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 registrantRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes | x | No | o |
Yes No
Indicate by check mark whether the registrantRegistrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer | o | Accelerated filer | o | Non-accelerated filer | x |
Yes No
Indicate by check mark whether the registrantRegistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Yes No
As of October 31, 2005,April 30, 2006, there were issued and outstanding 23,416,396 shares of the Registrant’s common stock, $1.00 par value, all of which were held beneficially and of record by Black Hills Corporation.
Reduced Disclosure
The Registrant meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.
TABLE OF CONTENTS
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PART 1. | FINANCIAL INFORMATION | ||||||||||
Item 1. | Financial Statements | ||||||||||
Condensed Statements of Income | |||||||||||
Three | 3 | ||||||||||
Condensed Balance Sheets | |||||||||||
March 31, 2006 and December 31, | 4 | ||||||||||
Condensed Statements of Cash Flows | |||||||||||
Three Months Ended | 5 | ||||||||||
Notes to Condensed Financial Statements | 6-10 | ||||||||||
Item 2. | Results of Operations | 11-14 | |||||||||
Item 4. | Controls and Procedures | 14 | |||||||||
PART II. | OTHER INFORMATION | ||||||||||
Item 1. | Legal Proceedings | 15 | |||||||||
Item 1A. | Risk Factors | 15 | |||||||||
Item 6. | Exhibits | 15 | |||||||||
Signatures | 16 | ||||||||||
Exhibit Index | 17 | ||||||||||
2
BLACK HILLS POWER, INC.
CONDENSED STATEMENTS OF INCOME
(unaudited)Three Months Ended Nine Months Ended September 30, September 30, 2005 2004 2005 2004 (in thousands)
Operating revenue $ 49,274 $ 47,921 $ 134,682 $ 129,377 Operating expenses: Fuel and purchased power 24,495 18,506 55,289 45,698 Operations and maintenance 5,277 5,993 17,247 19,991 Administrative and general 7,026 4,533 18,048 12,721 Depreciation and amortization 4,905 4,703 14,602 14,448 Taxes, other than income taxes 2,108 1,680 6,417 6,044 43,811 35,415 111,603 98,902 Operating income 5,463 12,506 23,079 30,475 Other income (expense): Interest expense (3,122 ) (4,138 ) (9,483 ) (12,545 ) Interest income 2 232 45 671 Other income, net 30 42 303 181 (3,090 ) (3,864 ) (9,135 ) (11,693 ) Income before income taxes 2,373 8,642 13,944 18,782 Income taxes (485 ) (2,782 ) (4,325 ) (6,070 ) Net income $ 1,888 $ 5,860 $ 9,619 $ 12,712
| Three Months Ended | |||
| March 31, | |||
| 2006 | 2005 | ||
| (in thousands) | |||
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Operating revenue | $ | 43,968 | $ | 43,147 |
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Operating expenses: |
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Fuel and purchased power |
| 16,048 |
| 15,729 |
Operations and maintenance |
| 5,307 |
| 4,835 |
Administrative and general |
| 5,834 |
| 5,960 |
Depreciation and amortization |
| 4,592 |
| 4,938 |
Taxes, other than income taxes |
| 2,090 |
| 2,190 |
|
| 33,871 |
| 33,652 |
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Operating income |
| 10,097 |
| 9,495 |
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Other income (expense): |
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Interest expense |
| (3,243) |
| (3,215) |
Interest income |
| 286 |
| 34 |
Other income, net |
| 186 |
| 140 |
|
| (2,771) |
| (3,041) |
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Income before income taxes |
| 7,326 |
| 6,454 |
Income taxes |
| (2,427) |
| (2,132) |
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Net income | $ | 4,899 | $ | 4,322 |
The accompanying notes to condensed financial statements are an integral part of these condensed financial statements.
3
BLACK HILLS POWER, INC.
CONDENSED BALANCE SHEETS
(unaudited)September 30, December 31, 2005 2004 (in thousands) ASSETS
Current assets: Cash and cash equivalents $ 2,895 $ 344 Restricted cash -- 3,069 Receivables (net of allowance for doubtful accounts of $875 and $912, respectively) 18,400 18,497 Receivables - affiliate 2,006 891 Materials, supplies and fuel 14,518 11,513 Deferred income taxes 805 -- Derivative assets -- 30 Other current assets 61 2,316 38,685 36,660 Investments 3,299 3,275 Property, plant and equipment 649,916 637,630 Less accumulated depreciation (246,279 ) (232,401 ) 403,637 405,229 Other assets: Regulatory assets 6,987 7,237 Other 11,342 13,204 18,329 20,441 $ 463,950 $ 465,605 LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities: Current maturities of long-term debt $ 1,994 $ 1,991 Accounts payable 6,786 7,551 Accounts payable - affiliate 3,477 331 Note payable - affiliate 11,860 25,074 Derivative liabilities 1,246 -- Accrued liabilities 13,815 13,816 39,178 48,763 Long-term debt, net of current maturities 155,230 157,215 Deferred credits and other liabilities: Deferred income taxes 68,927 69,233 Regulatory liabilities 5,819 6,021 Other 14,803 13,537 89,549 88,791 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 39,549 39,549 Retained earnings 118,926 109,307 Accumulated other comprehensive loss (1,898 ) (1,436 ) 179,993 170,836 $ 463,950 $ 465,605
| March 31, | December 31, | ||
| 2006 | 2005 | ||
| (in thousands) | |||
ASSETS |
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Current assets: |
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Cash and cash equivalents | $ | 1,391 | $ | 685 |
Receivables (net of allowance for doubtful accounts |
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of $837 and $830, respectively) |
| 16,449 |
| 20,293 |
Receivables – affiliates |
| 1,099 |
| 1,964 |
Money Pool note receivable – affiliate |
| 4,830 |
| — |
Materials, supplies and fuel |
| 14,642 |
| 14,236 |
Deferred income taxes |
| 759 |
| 835 |
Other current assets |
| 661 |
| 820 |
|
| 39,831 |
| 38,833 |
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Investments |
| 3,478 |
| 3,340 |
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Property, plant and equipment |
| 659,034 |
| 653,679 |
Less accumulated depreciation |
| (255,061) |
| (250,583) |
|
| 403,973 |
| 403,096 |
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Other assets: |
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Regulatory assets |
| 6,894 |
| 6,941 |
Other |
| 10,554 |
| 11,448 |
|
| 17,448 |
| 18,389 |
| $ | 464,730 | $ | 463,658 |
LIABILITIES AND STOCKHOLDER’S EQUITY |
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Current liabilities: |
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Current maturities of long-term debt | $ | 1,997 | $ | 1,996 |
Accounts payable |
| 6,363 |
| 10,290 |
Accounts payable – affiliates |
| 1,851 |
| 1,624 |
Money Pool note payable – Parent |
| — |
| 1,842 |
Accrued liabilities |
| 16,245 |
| 14,866 |
|
| 26,456 |
| 30,618 |
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Long-term debt, net of current maturities |
| 155,208 |
| 155,219 |
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Deferred credits and other liabilities: |
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Deferred income taxes |
| 68,307 |
| 67,942 |
Regulatory liabilities |
| 5,668 |
| 5,740 |
Other |
| 15,541 |
| 15,460 |
|
| 89,516 |
| 89,142 |
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Stockholder’s equity: |
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Common stock $1 par value; 50,000,000 shares authorized; |
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23,416,396 shares issued |
| 23,416 |
| 23,416 |
Additional paid-in capital |
| 39,575 |
| 39,549 |
Retained earnings |
| 131,984 |
| 127,312 |
Accumulated other comprehensive loss |
| (1,425) |
| (1,598) |
|
| 193,550 |
| 188,679 |
| $ | 464,730 | $ | 463,658 |
The accompanying notes to condensed financial statements are an integral part of these condensed financial statements.
4
BLACK HILLS POWER, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)Nine Months Ended September 30, 2005 2004 (in thousands) Operating activities: Net income $ 9,619 $ 12,712 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 14,602 14,448 Deferred income tax (1,224 ) 793 Net change in derivative assets and liabilities 78 -- Change in operating assets and liabilities - Accounts receivable and other current assets (1,244 ) 3,961 Accounts payable and other current liabilities 2,380 (9,991 ) Other operating activities 3,501 1,734 27,712 23,657 Investing activities: Property, plant and equipment additions (13,010 ) (10,426 ) Change in notes receivable from associated companies, net -- 12,334 Change in investments and restricted cash 3,045 (181 ) (9,965 ) 1,727 Financing activities: Changes in notes payable to associated companies, net (13,214 ) -- Dividends paid -- (18,000 ) Long-term debt - repayments (1,982 ) (7,829 ) (15,196 ) (25,829 ) Increase (decrease) in cash and cash equivalents 2,551 (445 )
Cash and cash equivalents: Beginning of period 344 1,052 End of period $ 2,895 $ 607 Supplemental disclosure of cash flow information:
Cash paid (received) during the period for: Interest $ 9,973 $ 14,745 Income taxes paid (refunded) $ 2,122 $ (3,111 )
| Three Months Ended | |||
| March 31, | |||
| 2006 | 2005 | ||
| (in thousands) | |||
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Operating activities: |
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Net income | $ | 4,899 | $ | 4,322 |
Adjustments to reconcile net income to cash provided by |
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operating activities: |
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Depreciation and amortization |
| 4,592 |
| 4,938 |
Deferred income tax |
| 15 |
| 22 |
Change in operating assets and liabilities - |
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Accounts receivable and other current assets |
| 3,541 |
| 4,209 |
Accounts payable and other current liabilities |
| (2,536) |
| (1,010) |
Other operating activities |
| 1,235 |
| 361 |
|
| 11,746 |
| 12,842 |
Investing activities: |
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Property, plant and equipment additions |
| (4,220) |
| (2,782) |
Change in note receivable from affiliate, net |
| (4,830) |
| — |
Other investing activities |
| (138) |
| (136) |
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| (9,188) |
| (2,918) |
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Financing activities: |
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Change in note payable to parent company, net |
| (1,842) |
| (9,709) |
Long-term debt – repayments |
| (10) |
| (9) |
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| (1,852) |
| (9,718) |
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Increase in cash and cash equivalents |
| 706 |
| 206 |
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Cash and cash equivalents: |
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Beginning of period |
| 685 |
| 344 |
End of period | $ | 1,391 | $ | 550 |
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Supplemental disclosure of cash flow information: |
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Non-cash investing and financing activities: |
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Property, plant and equipment acquired with accrued liabilities | $ | 416 | $ | — |
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Cash paid during the period for: |
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Interest | $ | 4,241 | $ | 3,374 |
Income taxes paid | $ | 1,132 | $ | 688 |
The accompanying notes to condensed financial statements are an integral part of these condensed financial statements.
5
BLACK HILLS POWER, INC.
Notes to Condensed Financial Statements
(unaudited)
(Reference is made to Notes to Financial Statements
included in the Company’s 20042005 Annual Report on Form 10-K)
(1) | MANAGEMENT’S STATEMENT |
The financial statements included herein have been prepared by Black Hills Power, Inc. (the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the footnotes adequately disclose the information presented. These financial statements should be read in conjunction with the financial statements and the notes thereto, included in the Company’s 2005 Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Accounting methods historically employed require certain estimates as of interim dates. The information furnished in the accompanying financial statements reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the March 31, 2006, December 31, 2005 and March 31, 2005, financial information and are of a normal recurring nature. The results of operations for the three months ended March 31, 2006, are not necessarily indicative of the results to be expected for the full year.
(2) | COMPREHENSIVE INCOME |
The following table presents the components of the Company’s comprehensive income (in thousands):
| Three Months Ended | |||
| March 31, | |||
| 2006 | 2005 | ||
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Net income | $ | 4,899 | $ | 4,322 |
Other comprehensive income, net of tax: |
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Fair value adjustment on derivatives designated |
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as cash flow hedges |
| 218 |
| — |
Reclassification adjustments included |
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in net income |
| (45) |
| 11 |
Comprehensive income | $ | 5,072 | $ | 4,333 |
6
| Three Months Ended | Nine Months Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||
Net income | $ | 1,888 | $ | 5,860 | $ | 9,619 | $ | 12,712 | ||||||
| Other comprehensive income, net of tax: | ||||||||||||||
| Fair value adjustment on derivatives designated | ||||||||||||||
| as cash flow hedges | (435 | ) | -- | (494 | ) | -- | ||||||||
| Reclassification adjustment on interest rate | ||||||||||||||
| swap included in net income | 11 | 10 | 33 | 31 | ||||||||||
| Comprehensive income | $ | 1,464 | $ | 5,870 | $ | 9,158 | $ | 12,743 | ||||||
6
(3)
RELATED-PARTY TRANSACTIONS |
Receivables and Payables
The Company has accounts receivable balances related to transactions with other Black Hills Corporation subsidiaries. The balances were $1.1 million and $2.0 million as of March 31, 2006 and December 31, 2005, respectively. The Company also has accounts payable balances related to transactions with other Black Hills Corporation subsidiaries. The balances were $1.9 million and $1.6 million as of March 31, 2006 and December 31, 2005, respectively.
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In August 2005, the Company entered into a Utility Money Pool Agreement with Black Hills Corporation (the Parent); and Cheyenne Light, Fuel and Power, (Cheyenne Light) an electric and gas utility subsidiary of the Parent. Under the agreement, the Company may borrow from the Parent. The Agreement restricts the Company from loaning funds to the Parent or to any of the Parent’s non-utility subsidiaries; the Agreement does not restrict the Company from making dividends to the Parent. Borrowings under the agreement bear interest at the daily cost of external funds as defined under the Agreement, or if there are no external funds outstanding on that date, then the rate will be the daily one month LIBOR rate plus 100 basis points.
The Utility Money Pool has a net note receivable balance from Cheyenne Light of $4.8 million at March 31, 2006 and a net note payable balance to the Parent of $1.8 million at December 31, 2005. Advances under this note bear interest at 0.70 percent above the daily LIBOR rate (5.53 percent at March 31, 2006).
Other Balances and Transactions
The Company purchases coal from Wyodak Resources Development Corp., an indirect subsidiary of the Parent. The amount purchased during the three months ended March 31, 2006 and 2005 was $2.6 million and $2.4 million, respectively.
In addition, the Company recorded $0.6 million in revenues in the three months ended March 31, 2006, relating to a fair value hedge with Enserco Energy, an indirect subsidiary of the Parent.
The Company also received revenues of approximately $0.2 million for the three months ended March 31, 2006, and $0.1 million for the three months ended March 31, 2005, from Black Hills Wyoming, Inc., an indirect subsidiary of Black Hills Corporation, for the transmission of electricity.
The Company also pays the Parent for allocated corporate support service cost incurred on its behalf. Corporate costs allocated from the Parent were $3.0 million and $2.2 million for the three months ended March 31, 2006 and 2005, respectively.
7
7
(4)
RISK MANAGEMENT |
| Notional* | Maximum Terms in Years | Current Derivative Assets | Non-current Derivative Assets | Current Derivative Liabilities | Non-current Derivative Liabilities | Pre-tax Accumulated Other Comprehensive Income (Loss) | Unrealized Gain (Loss) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2005 | ||||||||||||||||||||||||||
Natural gas swaps | 425,000 | 0.50 | $ — | $ — | $ | 1,246 | $ — | $ | (759 | ) | $ | (487 | ) | |||||||||||||
_________________
On March 31, 2006 and December 31, 2005, the Company had the following swaps and related balances (in thousands):
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| Pre-tax |
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| Non- |
| Non- | Accumulated |
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| Maximum | Current | current | Current | current | Other | Unrealized | ||||||
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| Terms in | Derivative | Derivative | Derivative | Derivative | Comprehensive | Gain | ||||||
| Notional* | Years | Assets | Assets | Liabilities | Liabilities | Income (Loss) | (Loss) | ||||||
March 31, |
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2006 |
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Natural gas |
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swaps | 155,000 | 1.00 | $ | 31 | $ | — | $ | — | $ | — | $ | 31 | $ | — |
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December 31, |
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2005 |
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Natural gas |
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swaps | 275,000 | 0.25 | $ | 192 | $ | — | $ | 219 | $ | — | $ | (219) | $ | 192 |
________________________
*gas in MMbtu’s
Based on March 31, 2006 market prices, a gain of less than $0.1 million would be realized and reported in pre-tax earnings during the next twelve months related to the cash flow hedge. Estimated and actual realized gains will likely change during the next twelve months as market prices change.
In addition, certain volumes of natural gas inventory were designated as the underlying hedged item in a “fair value” hedge transaction. These volumes are stated at market value using published spot industry quotations. Market adjustments are recorded in inventory on the Balance Sheet and the related unrealized gain/loss on the Statement of Income. As of December 31, 2005, the market adjustments recorded in inventory were $(0.2) million.
8
(5) |
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EMPLOYEE BENEFIT PLANS |
Defined Benefit Pension Plan
The Company has a noncontributory defined benefit pension plan (Plan) covering the employees of the Company who meet certain eligibility requirements.
The components of net periodic benefit cost for the Plan are as follows (in thousands):
| Three Months Ended | |||
| March 31, | |||
| 2006 | 2005 | ||
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Service cost | $ | 271 | $ | 248 |
Interest cost |
| 680 |
| 675 |
Expected return on plan assets |
| (889) |
| (870) |
Amortization of prior service cost |
| 26 |
| 39 |
Amortization of net loss |
| 166 |
| 213 |
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Net periodic benefit cost | $ | 254 | $ | 305 |
The Company does not anticipate that it will need to make a contribution to the Plan in the 2006 fiscal year.
Supplemental Nonqualified Defined Benefit Plan
The Company has various supplemental retirement plans for outside directors and key executives of the Company (Supplemental Plans). The Supplemental Plans are nonqualified defined benefit plans.
The components of net periodic benefit cost for the Supplemental Plans are as follows (in thousands):
| Three Months Ended | |||
| March 31, | |||
| 2006 | 2005 | ||
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Service cost | $ | — | $ | — |
Interest cost |
| 28 |
| 27 |
Amortization of net loss |
| 16 |
| 12 |
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Net periodic benefit cost | $ | 44 | $ | 39 |
The Company anticipates that it will make contributions to the Supplemental Plans for the 2006 fiscal year of approximately $0.1 million. The contributions are expected to be in the form of benefit payments.
9
Non-pension Defined Benefit Postretirement Plan
Employees who are participants in the Company’s Postretirement Healthcare Plans (Healthcare Plans) and who meet certain eligibility requirements are entitled to postretirement healthcare benefits.
The components of net periodic benefit cost for the Healthcare Plan are as follows (in thousands):
| Three Months Ended | |||
| March 31, | |||
| 2006 | 2005 | ||
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Service cost | $ | 62 | $ | 73 |
Interest cost |
| 100 |
| 116 |
Amortization of net transition obligation |
| 29 |
| 29 |
Amortization of prior service cost |
| (5) |
| (5) |
Amortization of net loss |
| — |
| 19 |
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Net periodic benefit cost | $ | 186 | $ | 232 |
The Company anticipates that it will make contributions to the Plan for the 2006 fiscal year of approximately $0.2 million. The contributions are expected to be in the form of benefit payments.
It has been determined that the Company’s post-65 retiree prescription drug plans are actuarially equivalent and qualify for the Medicare Part D subsidy. The decrease in net periodic postretirement benefit cost due to the subsidy is as follows (in thousands):
Three Months | ||
Ended | ||
March 31, 2006 | ||
Service cost | $ | (11) |
Interest cost | (16) | |
Amortization of net loss | (9) | |
Total decrease to net periodic postretirement benefit cost | $ | (36) |
| Three Months Ended | Nine Months Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||
Service cost | $ | 248 | $ | 240 | $ | 744 | $ | 720 | ||||||
| Interest cost | 675 | 655 | 2,025 | 1,965 | ||||||||||
| Expected return on plan assets | (870 | ) | (855 | ) | (2,610 | ) | (2,565 | ) | ||||||
| Amortization of prior service cost | 39 | 41 | 117 | 123 | ||||||||||
| Amortization of net loss | 213 | 270 | 639 | 810 | ||||||||||
| Net periodic benefit cost | $ | 305 | $ | 351 | $ | 915 | $ | 1,053 | ||||||
8
| Three Months Ended | Nine Months Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||
Service cost | $ | -- | $ | -- | $ | -- | $ | -- | ||||||
| Interest cost | 27 | 27 | 81 | 81 | ||||||||||
| Amortization of net loss | 12 | 13 | 36 | 39 | ||||||||||
| Net periodic benefit cost | $ | 39 | $ | 40 | $ | 117 | $ | 120 | ||||||
| Three Months Ended | Nine Months Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||
Service cost | $ | 73 | $ | 75 | $ | 219 | $ | 225 | ||||||
| Interest cost | 116 | 121 | 348 | 363 | ||||||||||
| Amortization of net transition obligation | 29 | 29 | 87 | 87 | ||||||||||
| Amortization of prior service cost | (5 | ) | (5 | ) | (15 | ) | (15 | ) | ||||||
| Amortization of net loss | 19 | 36 | 57 | 108 | ||||||||||
| Net periodic benefit cost | $ | 232 | $ | 256 | $ | 696 | $ | 768 | ||||||
9
(6)
LEGAL PROCEEDINGS |
The Company is subject to various legal proceedings, claims and litigation as described in Note 10 of the Notes to Consolidated Financial Statements in the Company’s 2005 Annual Report on Form 10-K. There have been no material developments in these proceedings or any new material proceedings that have developed or material proceedings that have terminated during the first quarter of 2006.
10
ITEM 2. RESULTS OF OPERATIONS
| Three Months Ended | Nine Months Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||
| (in thousands) | ||||||||||||||
Revenue | $ | 49,274 | $ | 47,921 | $ | 134,682 | $ | 129,377 | ||||||
| Operating expenses | 43,811 | 35,415 | 111,603 | 98,902 | ||||||||||
| Operating income | $ | 5,463 | $ | 12,506 | $ | 23,079 | $ | 30,475 | ||||||
| Net income | $ | 1,888 | $ | 5,860 | $ | 9,619 | $ | 12,712 | ||||||
ITEM 2. | RESULTS OF OPERATIONS |
| Three Months Ended | |||
| March 31, | |||
| 2006 | 2005 | ||
| (in thousands) | |||
|
|
|
|
|
Revenue | $ | 43,968 | $ | 43,147 |
Operating expenses |
| 33,871 |
| 33,652 |
Operating income | $ | 10,097 | $ | 9,495 |
|
|
|
|
|
Income from continuing operations and net income | $ | 4,899 | $ | 4,322 |
The following tables provide certain operating statistics:statistics for the Electric Utility segment:
Electric Revenue(in thousands)
| Electric Revenue | ||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||
|
| ||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended March 31, | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percentage | Percentage |
| Percentage |
| |||||||||||||||||||||
| Customer Base | Customer Base | 2005 | Change | 2004 | 2005 | Change | 2004 | 2006 | Change | 2005 | |||||||||||||||
|
|
|
|
|
| ||||||||||||||||||||
| Commercial | $ | 14,127 | 8 | % | $ | 13,117 | $ | 37,179 | 5 | % | $ | 35,258 | $ | 11,422 | —% | $ | 11,446 | ||||||||
| Residential | 10,441 | 16 | 9,019 | 29,662 | 8 | 27,396 |
| 10,663 | 1 |
| 10,543 | ||||||||||||||
| Industrial | 5,111 | (1 | ) | 5,175 | 14,874 | (1 | ) | 14,963 |
| 5,011 | 3 |
| 4,854 | ||||||||||||
| Municipal sales | 693 | 7 | 650 | 1,740 | 4 | 1,675 |
| 520 | 5 |
| 493 | ||||||||||||||
Total retail sales |
| 27,616 | 1 |
| 27,336 | ||||||||||||||||||||
| Contract wholesale | 5,719 | (4 | ) | 5,932 | 17,377 | 3 | 16,909 |
| 6,108 | 2 |
| 5,986 | |||||||||||||
| Wholesale off-system | 11,766 | (7 | ) | 12,590 | 29,050 | 5 | 27,592 |
| 8,234 | 1 |
| 8,113 | |||||||||||||
| Total electric sales | 47,857 | 3 | 46,483 | 129,882 | 5 | 123,793 |
| 41,958 | 1 |
| 41,435 | ||||||||||||||
| Other revenue | 1,417 | (1 | ) | 1,438 | 4,800 | (14 | ) | 5,584 |
| 2,010 | 17 |
| 1,712 | ||||||||||||
| Total revenue | $ | 49,274 | 3 | % | $ | 47,921 | $ | 134,682 | 4 | % | $ | 129,377 | $ | 43,968 | 2% | $ | 43,147 | ||||||||
Megawatt Hours
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percentage | Percentage | |||||||||||||||||||
| Customer Base | 2005 | Change | 2004 | 2005 | Change | 2004 | ||||||||||||||
| Commercial | 188,481 | 7 | % | 175,935 | 498,643 | 5 | % | 474,342 | ||||||||||||
| Residential | 122,400 | 17 | 104,468 | 363,039 | 8 | 336,524 | ||||||||||||||
| Industrial | 108,445 | (2 | ) | 110,611 | 310,538 | 1 | 307,877 | |||||||||||||
| Municipal sales | 9,622 | 9 | 8,799 | 22,912 | 5 | 21,826 | ||||||||||||||
| Contract wholesale | 145,993 | (6 | ) | 155,991 | 457,990 | 1 | 455,686 | |||||||||||||
| Wholesale off-system | 198,031 | (32 | ) | 291,551 | 598,105 | (12 | ) | 677,237 | ||||||||||||
| Total electric sales | 772,972 | (9 | )% | 847,355 | 2,251,227 | (1 | )% | 2,273,492 | ||||||||||||
We established a new summer peak load of 401 megawatts in July 2005. We established our winter peak load of 344 megawatts in December 1998.
| Megawatt Hours | ||
|
| ||
| Three Months Ended March 31, | ||
|
| Percentage |
|
Customer Base | 2006 | Change | 2005 |
|
|
|
|
Commercial | 158,593 | 1% | 157,518 |
Residential | 141,794 | 3 | 137,947 |
Industrial | 103,027 | 5 | 98,398 |
Municipal sales | 7,059 | 9 | 6,462 |
Total retail sales | 410,473 | 3 | 400,325 |
Contract wholesale | 162,251 | 1 | 160,838 |
Wholesale off-system | 180,163 | (4) | 188,114 |
Total electric sales | 752,887 | —% | 749,277 |
11
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||||||||||
| Percentage | Percentage | |||||||||||||||||||
| Resources | 2005 | Change | 2004 | 2005 | Change | 2004 | ||||||||||||||
| Megawatt-hours generated: | ||||||||||||||||||||
| Coal | 397,513 | (12 | )% | 452,720 | 1,259,822 | (1 | )% | 1,275,780 | ||||||||||||
| Gas | 22,065 | 29 | 17,121 | 27,545 | 8 | 25,551 | ||||||||||||||
| 419,578 | (11 | ) | 469,841 | 1,287,367 | (1 | ) | 1,301,331 | |||||||||||||
| Megawatt-hours purchased | 378,986 | (5 | ) | 400,123 | 1,032,091 | (1 | ) | 1,038,821 | ||||||||||||
| Total resources | 798,564 | (8 | )% | 869,964 | 2,319,458 | (1 | )% | 2,340,152 | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | Percentage | September 30, | Percentage | |||||||||||||||||
| 2005 | 2004 | Change | 2005 | 2004 | Change | |||||||||||||||
| Heating and cooling degree days | ||||||||||||||||||||
| Actual | ||||||||||||||||||||
| Heating degree days | 120 | 198 | (39 | )% | 4,043 | 4,246 | (5 | )% | ||||||||||||
| Cooling degree days | 673 | 463 | 45 | % | 821 | 522 | 57 | % | ||||||||||||
| Variance from normal | ||||||||||||||||||||
| Heating degree days | (47 | )% | (13 | )% | -- | (11 | )% | (6 | )% | -- | ||||||||||
| Cooling degree days | 36 | % | (6 | )% | -- | 38 | % | (12 | )% | -- | ||||||||||
| Three Months Ended | ||
| March 31, | ||
|
| Percentage |
|
Resources | 2006 | Change | 2005 |
|
|
|
|
Megawatt-hours generated: |
|
|
|
Coal | 454,133 | 4% | 435,935 |
Gas | 2,211 | 34 | 1,653 |
| 456,344 | 4 | 437,588 |
|
|
|
|
Megawatt-hours purchased | 312,287 | (3) | 321,671 |
Total resources | 768,631 | 1% | 759,259 |
| Three Months Ended | |
| March 31, | |
| 2006 | 2005 |
Heating and cooling degree days |
|
|
Actual |
|
|
Heating degree days | 2,946 | 2,990 |
|
|
|
Percent of normal |
|
|
Heating degree days | 90% | 91% |
Three Months Ended September 30, 2005March 31, 2006 Compared to Three Months Ended September 30, 2004.March 31, 2005. Income from continuing operations increased $0.6 million primarily due to increased revenues and lower depreciation expense and legal costs, partially offset by increased fuel costs and corporate allocations.
Electric utility revenues increased 32 percent for the three month period ended September 30, 2005,March 31, 2006, compared to the same period in the prior year. Firm commercial and residentialTotal retail megawatt-hour sales increased 83 percent and 16 percent, respectively. Coolingcompared to the three months ended March 31, 2005. Heating degree days, which is a measure of weather trends, were 451 percent higherlower than the same period in the prior year. Wholesale off-system sales decreased 7 percent with a 32 percent decrease in megawatt-hours sold, partially offset by a 38 percent increase in average price received. The decrease in wholesale off-system megawatt-hours sold was primarily due to the unscheduled outage of our Neil Simpson II power plant in July and August of 2005, which resulted in fewer megawatt-hours being available for sale.
Electric operating expenses increased 24 percent for the three month period ended September 30, 2005, compared to the same period in the prior year. Higher operating expenses were primarily the result of a $5.3 million increase in fuel and purchased power costs. The increase in fuel and purchased power was due to a $4.8 million increase in purchased power, which includes $2.8 million of additional purchase power costs to cover the outage of NSII, as well as a 40 percent increase in average price per megawatt-hour, partially offset by a 5 percent decrease in megawatt-hours purchased. Fuel costs increased due to a 26 percent increase in average cost partially offset by an 11 percent decrease in megawatt-hours generated. Megawatt-hours produced through coal-fired generation decreased while higher cost gas generation was utilized in the three months ended September 30, 2005. Purchased power and gas generation were utilized for firm load demand and peaking needs due to unscheduled plant outages and warmer weather. The increase in operating expense was also affected by increased power marketing legal expense, compensation costs and corporate allocations.
Net income decreased $4.0 million primarily due to increased fuel and purchased power costs, legal expense, compensation costs and corporate allocations, partially offset by increased revenues and lower interest expense, due to the paydown of debt.
12
Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004. Electric utility revenues increased 4 percent for the nine month period ended September 30, 2005 compared to the same period in the prior year. Firm commercial, residential and contract wholesale sales increased 5 percent, 8 percent and 3 percent, respectively. Cooling degree days for the nine month period were 57 percent higher than the same period in 2004 and heating degree days were 5 percent lower than the same period in 2004. Wholesale off-system sales increased 51 percent due to a 196 percent increase in average price received, partially offset by a 124 percent decrease in megawatt-hours sold.
Electric operating expenses increased 131 percent for the ninethree month period ended September 30, 2005,March 31, 2006, compared to the same period in the prior year. Higher operating expenses were primarily the result of an $8.4 million increase in fuel and purchased power costs. The increase in fuel and purchased power wasFuel costs increased 12 percent due to an $8.0 million increase in purchased power, which includes $2.8 million of additional purchase power costs to cover the outage of NSII, as well as a 234 percent increase in megawatt-hours generated at an 8 percent higher average price per megawatt-hour, partially offset by a 1 percent decrease in megawatt-hours purchased. Fuel costs increased $0.4 million due to a 5 percent increase in average cost, partially offset by a 1 percent decrease in megawatt-hours generated.cost. Megawatt-hours produced through coal-fired generation decreased while higher cost gas generation was utilizedincreased as we experienced an 18-day unscheduled plant outage at the Wyodak plant in the ninefirst quarter of 2005. Operating expense for the three months ended September 30, 2005. Purchased power and gas generation were utilized for firm load demand and peaking needs due to unscheduled plant outages and warmer weather. The increase in operating expenseMarch 31, 2006 was also affected by increased corporate allocations, which were offset by a decrease in depreciation expense, due to a revision of depreciation rates resulting from an independent depreciation study commissioned by the Company, and a decrease in power marketing legal expense, compensation costs and corporate allocations, partially offset by lower maintenance costs.relative to costs incurred in the first quarter of 2005.
Net income decreased $3.1 million primarily due to increased fuel and purchased power costs, legal expense, compensation costs and corporate allocations, partially offset by increased revenues, lower maintenance costs and lower interest expense, due to the pay down of debt.
12
SAFE HARBOR FOR FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q includes “forward-looking statements” as defined by the Securities and Exchange Commission, or SEC. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Form 10-Q that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These forward-looking statements are based on assumptions which we believe are reasonable based on current expectations and projections about future events and industry conditions and trends affecting our business. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks and uncertainties that, among other things, could cause actual results to differ materially from those contained in the forward-looking statements, including the risk factors described in Items 1 and 2 of our 20042005 Annual Report on Form 10-K filed with the SEC, and the following:
• The amount and timing of capital deployment in new investment opportunities or for the repurchase of debt or stock; |
• Unfavorable rulings in the periodic applications to recover costs for fuel and purchased power; |
• Changes in business and financial reporting practices arising from the repeal of the Public Utilities Holding Company Act of 1935 and other provisions of the recently enacted Energy Policy Act of 2005. |
• Our ability to remedy any deficiencies that may be identified in the periodic review of our internal controls; |
• The timing and extent of changes in energy-related and commodity prices, interest rates, energy and commodity supply or volume, the cost 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; |
• The timing and extent of scheduled and unscheduled outages of power generation facilities; |
• General economic and political conditions, including tax rates or policies and inflation rates; |
• Our use of derivative financial instruments to hedge commodity, currency exchange rate and interest rate risks; |
• The creditworthiness of counterparties to trading and other transactions, and defaults on amounts due from counterparties; |
• The amount of collateral required to be posted from time to time in our transactions; |
• Changes in or compliance with laws and regulations, particularly those relating to taxation, safety and protection of the environment; |
• Weather and other natural phenomena; |
• Industry and market changes, including the impact of consolidations and changes in competition; |
• The effect of accounting policies issued periodically by accounting standard-setting bodies; |
• The outcome of any ongoing or future litigation or similar disputes and the impact on any such outcome or related settlements; |
• The cost and effects on our business, including insurance, resulting from terrorist actions or responses to such actions and events; |
• 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; |
• Obtaining adequate cost recovery for our operations through regulatory proceedings; and |
13
• Other factors discussed from time to time in our other filings with the SEC. |
New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for us to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. We assume no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise.
ITEM 4. CONTROLS AND PROCEDURES
ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act)) as of September 30, 2005.March 31, 2006. Based on their evaluation, they have concluded that our disclosure controls and procedures are adequate and effective to ensure that material information relating to us that is required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods.
Internal Control Over Financial Reporting
During the period covered by this Quarterly Report on Form 10-Q, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
14
BLACK HILLS POWER, INC.
Part II – Other Information
Item 1. | Legal Proceedings |
For information regarding legal proceedings, see Note 10 of Notes to Consolidated Financial Statements in Item 8 of the Company’s 2005 Annual Report on Form 10-K and Note 6 of our Notes to Financial Statements in this Quarterly Report on Form 10-Q, which information from Note 6 is incorporated by reference into this item.
Item |
| 1A. |
|
There have been no material changes in our Risk Factors from those reported in Item 1A. of Part I of our 2005 Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Item 6. | Exhibits |
(a) | Exhibits– |
Exhibit 31.1 | Certification pursuant to Rule 13a |
Exhibit 31.2 | Certification pursuant to Rule 13a |
Exhibit 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 |
Exhibit 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 |
15
BLACK HILLS POWER, INC.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BLACK HILLS POWER, INC. |
/s/ David R. Emery | |||||
David R. Emery, Chairman, President and | |||||
Chief Executive Officer |
/s/ Mark T. Thies | |||||
Mark T. Thies, Executive Vice President and | |||||
Chief Financial Officer | |||||
Dated: May 12, 2006 |
Dated: November 14, 2005
16
EXHIBIT INDEX
Exhibit Number | Description | |
Exhibit 31.1 | Certification 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 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 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the |
Exhibit 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the |
17