South Dakota | |||
(State or other jurisdiction of incorporation) | |||
001-31303 |
46-0458824 | ||
(Commission File Number) |
(IRS Employer Identification No.) | ||
625 Ninth Street, PO Box 1400
Rapid City, South Dakota
(Address of principal executive offices) |
57709-1400 | ||
(Zip Code) | |||
605.721.1700 | |||
(Registrant’s telephone number, including area code) | |||
Not Applicable | |||
(Former name or former address, if changed since last report) |
(d) |
Exhibits |
The following exhibits are furnished or filed herewith: | |
99 Press release dated January 28, 2010. | |
BLACK HILLS CORPORATION | |
By: /s/ Anthony S. Cleberg | |
Anthony S. Cleberg | |
Executive Vice President | |
and Chief Financial Officer | |
Date: January 28, 2010 |
Exhibit No. |
Description |
99 |
Press release dated January 28, 2010. |
|
|
Jason Ketchum |
605-721-2765 |
Media Relations line |
866-243-9002 |
o |
Completion of a $51 million sale of a 23.5 percent ownership in the Wygen I power generation facility on Jan. 22, 2009, to The Municipal Energy Agency of Nebraska. Wygen I is a 90 megawatt coal-fired plant located near Gillette, Wyo. |
o |
Black Hills Energy – Colorado Gas received approval from the Colorado Public Utilities Commission for a $1.4 million, or approximately 2.04 percent, increase in annual revenues, effective on April 1, 2009. |
o |
Enserco completed a $240 million committed stand-alone credit facility on May 8, 2009, to replace its previously uncommitted $300 million credit facility. BNP Paribas, Fortis Capital Corp. and Societe Generale are the co-lead arranger banks and The Bank of Tokyo Mitsubishi UFJ and U.S. Bank are participating banks. On May 27, 2009, Enserco increased the
facility to $300 million by completing an additional $60 million of credit capacity for its standalone committed credit facility with the addition of three new lenders to the facility. Calyon, Rabobank and RZB Finance are the new participating banks. |
o |
Black Hills Corp. completed a public debt offering on May 14, 2009, of $250 million in aggregate principal amount of senior unsecured notes due 2014. The notes were priced at par and carry an interest rate of 9 percent. |
o |
Black Hills Energy – Iowa Gas received approval from the Iowa Public Utilities Board for a $10.4 million, or approximately 5.8 percent, increase in annual revenues, with an effective date of July 31, 2009. |
o |
In the first and second quarter 2009, Black Hills Corp. completed the retirement of $383 million of borrowings on its bridge acquisition facility. The financing was used in the purchase of four natural gas utilities and one electric utility from Aquila in a transaction that closed on July 14, 2008. |
o |
Black Hills Power filed two independent requests for electric revenue increases with the South Dakota Public Utilities Commission and the Wyoming Public Service Commission to recover costs associated with the Wygen III power plant under construction near Gillette, Wyo., other generation, transmission and distribution assets, and increased operating expenses. |
o |
In the South Dakota request, Black Hills Power seeks a $32 million increase in annual utility revenues and proposed new rates effective for South Dakota customers on April 1, 2010. |
o |
In the Wyoming request, Black Hills Power seeks a $3.8 million increase in annual utility revenues and anticipates new rates will be effective for Wyoming customers in third quarter 2010. |
o |
Construction of the Wygen III generation facility project is under budget and scheduled to begin commercial operation as early as April 1, 2010, three months earlier than originally expected. A 25 percent ownership interest in this generation facility was sold in April 2009. |
o |
Plans to construct 180 megawatts of utility-owned, gas-fired generation to serve Black Hills Energy – Colorado Electric customers are moving forward. Equipment has been ordered, and construction is expected to begin in third quarter 2010. This facility is expected to cost $225 million to $275 million and be ready to deliver power by January 1, 2012. |
o |
Black Hills Colorado IPP, a non-regulated subsidiary of the company, was selected to provide power to Black Hills Energy – Colorado Electric through a competitive bid process. BHCI will build 200 megawatts of natural gas-fired electric generation in Colorado to sell to Black Hills Energy – Colorado Electric through a 20-year power purchase
agreement. The BHCI facility is expected to cost $240 million to $265 million and be ready to deliver power by Jan. 1, 2012. |
o |
Black Hills Energy – Colorado Electric, Black Hills Power and Cheyenne Light were selected by the Department of Energy for smart grid investment grants totaling $16.7 million. The DOE funds are made available under the American Recovery and Reinvestment Act of 2009 and are subject to the negotiation of final terms with the DOE. The funds would enable
the installation of an additional 149,000 smart meters in the company’s Colorado, South Dakota and Wyoming electric utility service territories. Black Hills Energy – Colorado Electric completed phase II of its AMI implementation for a total of 56,500 meters in 2009. |
o |
Black Hills Energy – Nebraska Gas filed a request with the Nebraska Public Service Commission on Dec. 2, 2009, seeking a $12.1 million, or approximately 6.5 percent, increase in annual revenues, with an anticipated effective date of mid-2010. |
o |
Black Hills Wyoming, LLC, completed $120 million in project financing on Dec. 9, 2009, secured by the company’s Wygen I and Gillette CT generation facilities. The loan amortizes over a seven-year term with a maturity date of Dec. 9, 2016, and has an interest rate of LIBOR plus 3.25 percent per annum. |
o |
Black Hills Energy – Colorado Electric filed a request with the Colorado Public Utilities Commission on Jan. 6, 2010, seeking a $22.9 million, or approximately 12.8 percent, increase in annual revenues, with an anticipated effective date of mid-2010. |
o |
Planned capital expenditures in 2010 estimated at $425 million to $475 million; including oil and gas capital expenditures of $30 million to $40 million assuming a recovery in natural gas prices; |
o |
Planned debt and equity financings to maintain a capital structure in the range of 50 percent to 55 percent debt to total capitalization; |
o |
Previously disclosed de-designated long-term debt hedges remain in place with no additional mark-to-market impacts from Dec. 31, 2009; |
o |
Normal operations, weather conditions and improving economic conditions within our utility service territories impacting customer usage, off-system sales, construction, maintenance and/or capital investment projects; |
o |
Commercial operation of the Wygen III power plant as planned on April 1, 2010; |
o |
Increased earnings at our electric and gas utilities with successful completion of pending and potential rate requests; |
o |
No significant unplanned outages at any of our power generation facilities; |
o |
Strong earnings recovery from energy marketing due to improved natural gas prices and a return to more normal market conditions; |
o |
Total oil and natural gas production in range of 11.3 to 11.9 Bcfe; |
o |
Oil and gas annual average NYMEX prices of $5.93 per Mcf for natural gas and $82.60 per Bbl for oil; production-weighted average well-head prices of $4.70 per Mcf and $73.85 per Bbl, all based on forward strips, and average hedged prices of $5.24 per Mcf and $77.70 per Bbl; and |
o |
No additional significant acquisitions or divestitures. |
BLACK HILLS CORPORATION |
||||||||||||||||
(in thousands, except per share amounts) |
||||||||||||||||
Three months ended December 31, |
Twelve months ended December 31, |
|||||||||||||||
2009 |
2008 |
2009 |
2008 |
|||||||||||||
Revenues: |
||||||||||||||||
Utilities |
$ | 303,229 | $ | 335,800 | $ | 1,100,203 | $ | 749,250 | (a) | |||||||
Non-regulated Energy |
45,258 | 71,975 | 169,375 | 256,540 | ||||||||||||
$ | 348,487 | $ | 407,775 | $ | 1,269,578 | $ | 1,005,790 | |||||||||
Net income (loss): |
||||||||||||||||
Continuing operations - |
||||||||||||||||
Utilities |
$ | 18,453 | $ | 15,153 | $ | 57,071 | $ | 43,904 | (a) | |||||||
Non-regulated Energy |
6,048 | (47,147 | ) (b) | 577 | (b) | (23,345 | ) (b) | |||||||||
Corporate (c) |
7,902 | (64,585 | ) | 21,108 | (72,596 | ) | ||||||||||
Income (loss) from continuing operations |
32,403 | (96,579 | ) | 78,756 | (52,037 | ) | ||||||||||
Discontinued operations (d) |
360 | (2,239 | ) | 2,799 | 157,247 | |||||||||||
Net loss attributable to non-controlling interest |
- | - | - | (130 | ) | |||||||||||
Net income (loss) |
$ | 32,763 | $ | (98,818 | ) | $ | 81,555 | $ | 105,080 |
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
38,703 | 38,336 | 38,614 | 38,193 | ||||||||||||
Diluted |
38,790 | 38,336 | 38,684 | 38,193 | ||||||||||||
Earnings (loss) per share: |
||||||||||||||||
Basic - |
||||||||||||||||
Continuing operations |
$ | 0.84 | $ | (2.52 | ) | $ | 2.04 | $ | (1.37 | ) | ||||||
Discontinued operations |
0.01 | (0.06 | ) | 0.07 | 4.12 | |||||||||||
Total |
$ | 0.85 | $ | (2.58 | ) | $ | 2.11 | $ | 2.75 | |||||||
Diluted - |
||||||||||||||||
Continuing operations |
$ | 0.84 | $ | (2.52 | ) | $ | 2.04 | $ | (1.37 | ) | ||||||
Discontinued operations |
0.01 | (0.06 | ) | 0.07 | 4.12 | |||||||||||
Total |
$ | 0.85 | $ | (2.58 | ) | $ | 2.11 | $ | 2.75 | |||||||
(a)2009 financial results from our Utilities group reflect the operations of five utility properties acquired from Aquila on July 14, 2008.
(b)2009 twelve month financial results from our Non-regulated Energy group include a $27.8 million non-cash "ceiling test" impairment at our Oil and Gas segment and a $16.9 million gain on the sale of a 23.5 percent ownership interest in the Wygen I power generation facility to MEAN. 2008 fourth quarter and twelve month financial results
include a $59.0 million ceiling test impairment at our Oil and Gas segment.
(c)2009 fourth quarter and twelve month financial results for our Corporate activities include, respectively, an $11.6 million gain and a $36.2 million gain related to non-cash mark-to-market adjustment on certain interest rate swaps. 2008 fourth quarter and twelve months include a $61.4 million non-cash mark-to-market loss on certain interest
rate swaps.
(d)Discontinued operations for the twelve months ended December 31, 2009 primarily reflect the results of the final working capital and income tax adjustments of $2.4 million related to sale of the IPP assets. 2008 discontinued operations reflect the results of the seven IPP assets sold in July 2008 including a gain on sale of $139.7 million. |
· |
Electric Utility segment income from continuing operations was $8.3 million in 2009 compared to $9.1 million in 2008 as a result of: |
o |
$1.2 million decrease in off-system sales margins due to lower power prices in the power markets; |
o |
$1.5 million increase in other margins primarily due to revenues associated with new transmission rates effective January 1, 2009; |
o |
$1.9 million increase in net interest expenses primarily from the additional debt associated with the acquisition of the Black Hills Energy - Colorado Electric utility, additional long-term debt at Black Hills Power and intersegment debt restructuring at Black Hills Energy - Colorado Electric; and |
o |
$0.3 million increase in allowance for funds used during construction related to construction of Wygen III and other construction at Black Hills Energy - Colorado Electric. |
· |
The Gas Utility segment income from continuing operations was $10.1 million in 2009 compared to $6.1 million in 2008, primarily as a result of: |
o |
$2.3 million increase in gross margins due to cooler weather and implementation of new rates during 2009 in Iowa and Colorado; |
o |
$2.4 million decrease in operating expenses primarily due to a decrease in workers compensation costs and integration costs which were incurred in 2008, but did not reoccur in 2009; and |
o |
$1.4 million increase in net interest expense primarily due to additional debt associated with the acquisition of the four natural gas utilities from Aquila. |
· |
Electric utility segment income from continuing operations decreased to $32.7 million in 2009, compared to $39.7 million in 2008 as a result of: |
o |
$5.6 million decrease in off-system sales margins due to lower power prices in the power markets; |
o |
$8.5 million increase in net interest expenses primarily from the additional debt associated with the acquisition of the Black Hills Energy - Colorado Electric utility, additional long-term debt at Black Hills Power and intersegment debt restructuring at Black Hills Energy - Colorado Electric; |
o |
$3.6 million increase in allowance for funds used during construction related to construction of Wygen III and construction at Black Hills Energy - Colorado Electric; |
o |
$4.7 million increase in other margins primarily due to an increase in transmission rates effective January 1, 2009 at Black Hills Power; and |
o |
Results include the operations of Black Hills Energy - Colorado Electric acquired July 14, 2008. |
· |
The Gas utility segment income from continuing operations was $24.4 million. |
o |
Earnings reflect operations from the July 14, 2008 acquisition date through December 31, 2008, including integration and transition expenses, and are consistent with expectations for this segment. |
Electric Utilities |
Three months ended
December 31, |
Twelve months ended December 31, | ||
2009 |
2008 |
2009 |
2008 * | |
Retail sales - MWh |
1,082,221 |
1,082,043 |
4,403,459 |
3,532,402 |
Contracted wholesale sales - MWh |
171,574 |
171,336 |
645,297 |
665,795 |
Off-system sales - MWh |
418,502 |
534,381 |
1,692,191 |
1,551,273 |
1,672,297 |
1,787,760 |
6,740,947 |
5,749,470 | |
Total gas sales - Dth (Cheyenne Light) |
1,495,457 |
1,254,057 |
4,741,477 |
4,773,218 |
Regulated power plant availability: |
||||
Coal-fired plants |
96.9% |
93.1% |
92.1% |
93.7% |
Other plants |
99.4% |
87.7% |
96.9% |
91.4% |
Total availability |
97.9% |
91.0% |
94.0% |
92.8% |
Gas Utilities |
||||
Total gas sales - Dth |
18,360,873 |
17,871,938 |
56,671,438 |
23,053,599 |
Total transport volumes - Dth |
14,775,538 |
14,649,706 |
55,104,284 |
26,805,075 |
*Results for the twelve month periods ended December 31, 2008 reflect the partial year of activities of an electric utility operating in Colorado and four gas utilities operating in Kansas, Iowa, Nebraska, and Colorado, which were acquired on July 14, 2008 |
· |
Power Generation income from continuing operations was $2.2 million in 2009, compared to $1.4 million in 2008 as a result of: |
o |
$1.4 million decrease in net interest expense due to decrease in long-term debt from project financing and intersegment debt restructuring. |
o |
$0.1 million decrease reflecting the net earnings impact of replacing a 20 megawatt purchase power agreement with operating and site lease agreements related to MEAN’s purchase of a 23.5 percent ownership interest in the Wygen I power generation facility. |
· |
Coal Mining income from continuing operations was $4.2 million in 2009, compared to $0.8 million in 2008 as a result of: |
o |
$0.3 million increase in revenues during the three months ending December 31, 2009 compared to the same period in 2008 primarily due to an increase in average price received; |
o |
$0.8 million decrease in coal taxes due to an adjustment for federal black lung tax; |
o |
$1.4 million decrease in operating costs primarily due to lower estimated future reclamation costs partially offset by higher equipment repairs; and |
o |
$0.6 million decrease in depreciation expense for asset retirement costs. |
· |
Energy Marketing loss from continuing operations was $0.2 million in 2009, compared to income from continuing operations of $11.5 million in 2008 as a result of: |
o |
$13.1 million decrease in unrealized mark-to-market margins. This decrease results from market circumstances that produced a substantial unrealized mark-to-market gain in the fourth quarter 2008; and |
o |
$5.0 million decrease in realized gas marketing margins on lower volumes and margins. |
o |
$2.0 million increase in realized crude oil marketing margins on higher volumes and margins; and |
o |
$3.8 million lower operating expenses primarily due to lower provision for incentive compensation expense. |
· |
Oil and Gas loss from continuing operations was $0.1 million in 2009, compared to a loss from continuing operations of $60.9 million in 2008 as a result of: |
o |
$59.0 million after-tax ceiling test impairment taken in the fourth quarter of 2008 due to low year end commodity prices; |
o |
$3.3 million decrease in depletion expense reflecting a reduced depletion rate caused by a lower asset base as a result of previous asset impairment charges; and |
o |
$0.6 million decrease in LOE primarily due to lower production and cost containment efforts; |
o |
$1.4 million revenue decrease due to a 6 percent decrease in the average hedge adjusted price of gas received as well as a 19 percent decrease in gas production and an 11 percent decrease in oil production partially offset by a 39 percent increase in the average hedge adjusted price of oil received. Gas production decrease reflects decision to shut-in
production at properties with highest operating costs, impact of normal production declines and lower levels of capital spending than in prior periods. Shut-ins reduced production for the three months ending December 31, 2009 by approximately 0.1 Bcfe. |
· |
Power Generation income from continuing operations was $20.7 million in 2009, compared to income of $3.3 million in 2008 as a result of: |
o |
$16.9 million gain on the sale of a 23.5 percent ownership interest in the Wygen I power generation facility; and |
o |
$7.7 million of allocated indirect corporate costs and net interest expense in 2008 related to the IPP assets sold and not reclassified to discontinued operations. |
o |
$1.2 million decrease reflecting the net earnings impact of replacing a 20 megawatt power purchase agreement with operating and site lease agreements related to MEAN’s purchase of a 23.5 percent ownership interest in the Wygen I power generation facility; |
o |
$4.1 million increase in net interest expense primarily due to a change in the inter-segment debt and equity structure; and |
o |
$1.7 million gain from the sale of excess emission credits in 2008 from the decommissioning of the Ontario facility. |
· |
Coal Mining income from continuing operations was $6.7 million in 2009, compared to $4.0 million in 2008 as a result of: |
o |
$1.0 million revenue increase in 2009 primarily due to a higher average price received. The higher average price received includes the impact of sales prices to our regulated utility subsidiaries that are determined in part by a return on investment base; and |
o |
$1.9 million increase for rental income associated with the mine property leased to the owners of Wygen III. The agreement provided for a March 2008 start date reflecting the commencement of construction of Wygen III. |
o |
$0.5 million increase in operating costs which is primarily due to higher depreciation from an increase in the asset base and usage related to increased production offset by lower estimated future reclamation costs. |
· |
Energy Marketing loss from continuing operations was $1.0 million, compared to income from continuing operations of $19.0 million in 2008 as a result of: |
o |
$44.0 million decrease in unrealized marketing margins primarily due to prevailing conditions in natural gas markets affecting both transportation and storage strategies. Unrealized mark-to-market gains in 2008 were driven by accelerated margins within our proprietary trading portfolio and narrowing basis differentials at year end, resulting in mark-to-market
gains on our hedged transportation positions. Those positions were scheduled to settle and the margins realized primarily in 2009 and to a lesser extent 2010. |
o |
$14.2 million increase in realized marketing margins primarily due to increased volumes and gross margins; and |
o |
$10.0 million lower operating expenses primarily due to a lower provision for incentive compensation. |
· |
Oil and Gas loss from continuing operations was $25.8 million in 2009, compared to loss from continuing operations of $49.7 million in 2008 as a result of: |
o |
$27.8 million non-cash “ceiling test” impairment charge was taken in the first quarter of 2009 while a $59.0 million ceiling test impairment was taken in the fourth quarter of 2008; |
o |
$4.2 million decrease in production taxes primarily due to lower oil and natural gas prices and volumes; |
o |
$5.9 million decrease in depletion expense reflecting a reduced depletion rate caused by a lower asset base as a result of previous asset impairment charges; |
o |
$3.8 million income tax benefit related to an adjustment of a previously recorded tax position; and |
o |
$1.8 million decrease in LOE due to lower production and cost reduction efforts. |
o |
$23.3 million revenue decrease due to a 25 percent decrease in the average hedged price of oil received and a 6 percent decrease in production, and a 27 percent decrease in the average hedged price of gas received and an 8 percent decrease in production. The decrease in natural gas production reflects a voluntary shut-in of production properties with the
highest operating costs and lower level of capital spending than in prior years. Shut-ins reduced production for the twelve months of 2009 by approximately 0.5 Bcfe. |
Three months ended December 31, |
Twelve months ended December 31, | |||
Power Generation: |
2009 |
2008 |
2009 |
2008 |
Contracted fleet power plant availability: |
||||
Coal-fired plant |
97.9% |
98.0% |
96.1% |
96.2% |
Natural gas-fired plants |
71.8%* |
99.1% |
92.0% |
95.3% |
Total availability |
87.2% |
98.4% |
94.4% |
95.9% |
*Reflects a planned extended outage at the CT#2 at Black Hills Wyoming. |
Three months ended December 31, |
Twelve months ended December 31, | |||
2009 |
2008 |
2009 |
2008 | |
Coal Mining: |
||||
Tons of coal sold |
1,494,500 |
1,499,200 |
5,954,500 |
6,017,300 |
Overburden yards |
3,716,200 |
3,182,100 |
14,538,500 |
12,202,800 |
2009 |
2008 | |
Coal Mining Reserves: |
||
Estimated coal reserve tons (millions) |
268 |
274 |
Reserve life at expected production levels (years) |
41 years |
42 years |
Three months ended December 31, |
Twelve months ended December 31, | |||
2009 |
2008 |
2009 |
2008 | |
Energy Marketing: |
||||
Average daily volumes: |
||||
Natural gas physical - MMBtus |
1,857,000 |
2,242,300 |
1,974,300 |
1,873,400 |
Crude oil physical – barrels |
13,500 |
9,700 |
12,400 |
7,880 |
Three months ended December 31, |
Twelve months ended December 31, | |||
2009 |
2008 |
2009 |
2008 | |
Oil and Gas production: |
||||
Mcf equivalent sales |
2,827,700 |
3,452,400 |
12,462,900 |
13,534,000 |
December 31, 2009 |
December 31, 2008 |
|||||||||||||||||||||||
Oil and Gas Total Proved Reserves (a)(b): |
Oil (Mbbl) |
Natural Gas (MMcf) |
Total (MMCFE) |
Oil (Mbbl) |
Natural Gas (MMcf) |
Total (MMCFE) |
||||||||||||||||||
Total proved reserves |
5,274 | 87,660 | 119,304 | 5,185 | 154,432 | 185,542 | ||||||||||||||||||
Well-head reserve prices |
$ | 53.59 | $ | 2.52 | $ | 32.74 | $ | 4.44 | ||||||||||||||||
(a)Oil and gas reserve information is based on reports prepared by Cawley, Gillespie & Associates, Inc., an independent consulting and engineering firm.
(b)On December 31, 2008, the SEC issued final rules amending its oil and gas reserve reporting requirements effective January 1, 2010. The final rule changes the use of prices at the end of each reporting period to an average of the first day of the month for the proceeding twelve months held constant for the life of production. Previously,
the rule required the use of the spot price on the last day of the reporting period, held constant for the life of production. |
· |
The accounting treatment and earnings impact associated with interest rate swaps; |
· |
The timing, volatility and extent of changes in energy and commodity prices, supply or volume, the cost and availability of transportation of commodities, changes in interest rates and the demand for our services, any of which can affect our earnings, financial liquidity and the underlying value of our assets, including the possibility that we may be required
to take future impairment charges under the SEC’s full cost ceiling test for natural gas and oil reserves; |
· |
Our ability to complete the planning, permitting, and construction, start up and operation of power generation facilities in a cost-effective and timely manner; |
· |
Our ability to obtain adequate cost recovery for our utility operations through regulatory proceedings; and receive favorable rulings in periodic applications to recover costs for fuel, transmission and purchased power in our regulated utilities; and our ability to add power generation assets into our regulatory rate base; |
· |
The timing and extent of scheduled and unscheduled outages of our power generating facilities; |
· |
Our ability to meet production targets for our oil and gas properties, which may be dependent upon issuance by federal, state, and tribal governments, or agencies thereof, of drilling, environmental and other permits, and the availability of specialized contractors, work force, and equipment; |
· |
The extent of our success in connecting natural gas supplies to gathering, processing and pipeline systems; |
· |
Our ability to successfully integrate and profitably operate the five gas and electric utilities acquired from Aquila in July 2008; |
· |
Price risk due to marketable securities held as investments in employee benefit plans; |
· |
Capital market conditions and market uncertainties related to interest rates, which may affect our ability to raise capital on favorable terms; |
· |
Changes in or compliance with laws and regulations, particularly those related to taxation, power generation, safety, protection of the environment and energy marketing; |
· |
Weather and other natural phenomena; |
· |
The effect of accounting policies issued periodically by accounting standard-setting policies; |
· |
General economic and political conditions, including tax rates or policies and inflation rates; and |
· |
Other factors discussed from time to time in our filings with the SEC. |