Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(d)) | ||
Pre-commencement communications pursuant to Rule 13e-e(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
(d) | Exhibits |
99 | |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101.*) |
• | Black Hills continues to safely and reliably deliver energy for customers during COVID-19 pandemic challenges |
• | Minimal financial impacts from COVID-19 in the first quarter |
• | Strong liquidity to fund operations and capital plan |
Three Months Ended March 31, | |||||||||||||
2020 | 2019 | ||||||||||||
(in millions, except per share amounts) | Income | EPS | Income | EPS | |||||||||
GAAP: | |||||||||||||
Net income | $ | 93.2 | $ | 1.51 | $ | 103.8 | $ | 1.73 | |||||
Non-GAAP: | |||||||||||||
Net income, as adjusted * | $ | 98.4 | $ | 1.59 | $ | 103.8 | $ | 1.73 |
• | South Dakota Electric and Wyoming Electric continued construction of the $79 million, 52.5-megawatt Corriedale Wind Energy Project. The wind project will be jointly owned by the two electric utilities to deliver renewable energy for large commercial, industrial and governmental agency customers. The project is on schedule and expected to be in service by year-end 2020. |
• | Wyoming Electric and Black Hills Wyoming filed a joint application with the Federal Energy Regulatory Commission in August 2019 seeking approval of the Wygen I power purchase agreement. On Feb. 21, the FERC ordered a public hearing and settlement discussions among the parties. The hearing is held in abeyance pending outcome of the ongoing settlement discussions. Under the proposed contract, Wyoming Electric would continue to receive 60 megawatts of energy from the Wygen I power plant starting Jan. 1, 2023, for 20 additional years. |
• | On March 16, Colorado Electric submitted its 30-day report to the Colorado Public Utility Commission summarizing the bids received for its Renewable Advantage program. The program seeks to potentially add up to 200 megawatts of renewable energy in Colorado by year-end 2023. Evaluation of the bids is ongoing and recommendations will be submitted to the commission in June. |
• | Black Hills’ natural gas utility subsidiaries continued to consolidate utility jurisdictions within the states of Colorado, Nebraska and Wyoming. |
◦ | Colorado Gas submitted a rate review application to the Colorado Public Utilities Commission in February 2019 seeking approval to consolidate rates, tariffs and services of its two existing gas distribution territories. In late 2019, an administrative law judge issued a recommended decision denying the company’s plan to consolidate rate territories and recommending a rate decrease. On April 14, the commission deliberated the ALJ’s recommended decision and the filed exceptions to that decision. The commission essentially accepted the ALJ’s recommendations, except for return on equity, which they lowered from 9.5% to 9.2%. A final decision and new rates are expected in the second quarter. |
◦ | On March 1, Wyoming Gas enacted new rates and implemented a new rider to recover integrity investments in the state. The new, single statewide rate structure successfully completed the consolidation process of four natural gas utilities in the state, allowing the streamlining of back office operations and regulatory filings, proceedings and matters going forward. |
◦ | On Jan. 1, Nebraska Gas completed the legal consolidation of its two natural gas utilities. A rate review is expected to be filed mid-year 2020 to consolidate the rates, tariffs and services of its two existing natural gas distribution companies. |
• | Black Hills Wyoming and utility affiliate Wyoming Electric filed a joint application with the FERC in August 2019 seeking approval of the Wygen I power purchase agreement. The FERC on Feb. 21 ordered a public hearing and settlement discussions among the parties. The hearing is held in abeyance pending outcome of the ongoing settlement discussions. Under the proposed contract, Black Hills Wyoming would continue to deliver 60 megawatts of energy to Wyoming Electric from its Wygen I power plant starting Jan. 1, 2023, for 20 additional years. |
• | On April 27, Black Hills’ board of directors approved a quarterly dividend of $0.535 per share payable on June 1, 2020, to shareholders of record at the close of business on May 18, 2020. At the current annualized rate, the company is on track to deliver 50 consecutive years of annual dividend increases in 2020. |
• | On April 10, S&P Global Ratings reaffirmed its corporate credit rating of Black Hills Corp. at BBB+ with a stable outlook. |
• | On Feb. 27, Black Hills issued 1.2 million shares of common stock for net proceeds of $99 million. |
• | Net impact from COVID-19 of $(0.05) to $(0.10) per share |
• | Normal weather conditions for the remainder of the year within our utility service territories, including temperatures, precipitation levels and wind conditions; |
• | Normal operations and weather conditions for planned construction, maintenance and/or capital investment projects; |
• | Completion of utility regulatory dockets; |
• | Completion of construction and placing in service the Corriedale Wind Energy Project by year-end 2020; |
• | No significant unplanned outages at any of our generating facilities; |
• | Production tax credits of $14 million to $15 million associated with wind generation assets; |
• | No additional equity issuances in 2020; |
• | Capital investment of $669 million in 2020; and |
• | No significant acquisitions or divestitures. |
* | Earnings per share, as adjusted, is defined as GAAP Earnings per share, adjusted for expenses and gains that the company believes do not reflect the company’s core operating performance. Examples of these types of adjustments may include unique one-time events, impairment of assets, and acquisition and disposition costs. The company is not able to provide forward-looking quantitative GAAP to non-GAAP reconciliation for 2020 earnings guidance, as adjusted, because we do not know the unplanned or unique events that may occur. |
2020 Earnings Guidance Reconciliation | |||||||
LOW | HIGH | ||||||
Earnings per share (GAAP) | $ | 3.37 | $ | 3.57 | |||
Adjustments**: | |||||||
Impairment of investment | 0.11 | 0.11 | |||||
Tax on Adjustments**: | |||||||
Impairment of investment | (0.03 | ) | (0.03 | ) | |||
Total adjustments | 0.08 | 0.08 | |||||
Earnings per share, as adjusted (non-GAAP) | $ | 3.45 | $ | 3.65 |
Three Months Ended March 31, | ||||||
2020 | 2019 | |||||
(in millions) | ||||||
Adjusted operating income (a): | ||||||
Electric Utilities | $ | 35.7 | $ | 41.0 | ||
Gas Utilities | 102.9 | 103.3 | ||||
Power Generation | 11.3 | 12.0 | ||||
Mining | 3.1 | 4.3 | ||||
Corporate and Other | 0.2 | (0.5 | ) | |||
Operating income | 153.2 | 160.1 | ||||
Interest expense, net | (35.5 | ) | (34.7 | ) | ||
Impairment of investment | (6.9 | ) | — | |||
Other income (expense), net | 2.4 | (0.8 | ) | |||
Income tax benefit (expense) | (16.0 | ) | (17.3 | ) | ||
Net income | 97.2 | 107.4 | ||||
Net income attributable to noncontrolling interest | (4.1 | ) | (3.6 | ) | ||
Net income available for common stock | $ | 93.2 | $ | 103.8 |
(a) | Adjusted operating income removes the impacts of finance lease accounting relating to the 20-year PPA between Black Hills Colorado IPP and Colorado Electric for the Electric Utilities and Power Generation segments and Corporate and Other. This presentation of segment information does not impact consolidated financial results. |
Three Months Ended March 31, | ||||||
2020 | 2019 | |||||
Weighted average common shares outstanding (in thousands): | ||||||
Basic | 61,778 | 59,920 | ||||
Diluted | 61,856 | 60,060 | ||||
Earnings per share: | ||||||
Basic - | ||||||
Total Basic Earnings Per Share | $ | 1.51 | $ | 1.73 | ||
Diluted - | ||||||
Total Diluted Earnings Per Share | $ | 1.51 | $ | 1.73 |
Three Months Ended March 31, | |||||||||||||
(In millions, except per share amounts) | 2020 | 2019 | |||||||||||
(after-tax) | Income | EPS | Income | EPS | |||||||||
Net income available for common stock (GAAP) | $ | 93.2 | $ | 1.51 | $ | 103.8 | $ | 1.73 | |||||
Adjustments: | |||||||||||||
Impairment of investment | 6.9 | 0.11 | — | — | |||||||||
Total adjustments | 6.9 | 0.11 | — | — | |||||||||
Tax on Adjustments: | |||||||||||||
Impairment of investment | (1.6 | ) | (0.03 | ) | — | — | |||||||
Total tax on adjustments | (1.6 | ) | (0.03 | ) | — | — | |||||||
Rounding | (0.1 | ) | — | — | — | ||||||||
Adjustments, net of tax | 5.2 | 0.08 | — | — | |||||||||
Net income available for common stock, as adjusted (non-GAAP) | $ | 98.4 | $ | 1.59 | $ | 103.8 | $ | 1.73 |
Three Months Ended March 31, | Variance | ||||||||
2020 | 2019 | 2020 vs. 2019 | |||||||
(in millions) | |||||||||
Gross margin (non-GAAP) | $ | 109.7 | $ | 109.6 | $ | 0.1 | |||
Operations and maintenance | 50.5 | 47.1 | 3.4 | ||||||
Depreciation and amortization | 23.5 | 21.5 | 2.0 | ||||||
Adjusted operating income | $ | 35.7 | $ | 41.0 | $ | (5.3 | ) |
Three Months Ended March 31, | ||||
Operating Statistics | 2020 | 2019 | ||
Quantities Sold (MWh): | ||||
Retail Sales | 1,364,489 | 1,358,001 | ||
Contract Wholesale (a) | 131,778 | 223,020 | ||
Off-system/Power Marketing Wholesale | 165,785 | 140,850 | ||
Total energy sold | 1,662,052 | 1,721,871 | ||
Contracted Power Plant Fleet Availability: | ||||
Coal-fired plants | 90.8 | % | 96.2 | % |
Natural gas-fired plants and other plants | 83.5 | % | 90.7 | % |
Wind | 99.0 | % | 96.8 | % |
Total availability | 87.1 | % | 92.9 | % |
Wind capacity factor | 45.6 | % | 42.6 | % |
(a) | Revenue and purchased power for the three months ended March 31, 2020, as well as associated quantities, for certain wholesale contracts have been presented on a net basis. Amounts for the three months ended March 31, 2019 were presented on a gross basis and, due to their immaterial nature, were not revised. This presentation change has no impact on Gross margin. |
(in millions) | |||
Increased mark-to-market on wholesale energy contracts | $ | 1.4 | |
Rider recovery | 1.0 | ||
Weather (a) | (1.8 | ) | |
Off-system power marketing | (1.2 | ) | |
Other | 0.7 | ||
Total increase in Gross margin (non-GAAP) | $ | 0.1 |
Three Months Ended March 31, | Variance | ||||||||
2020 | 2019 | 2020 vs. 2019 | |||||||
(in millions) | |||||||||
Gross margin (non-GAAP) | $ | 205.4 | $ | 203.8 | $ | 1.6 | |||
Operations and maintenance | 77.3 | 77.9 | (0.6 | ) | |||||
Depreciation and amortization | 25.2 | 22.5 | 2.7 | ||||||
Adjusted operating income | $ | 102.9 | $ | 103.3 | $ | (0.4 | ) |
Three Months Ended March 31, | ||||
Operating Statistics | 2020 | 2019 | ||
Quantities Sold and Transported (Dth): | ||||
Total gas sales | 42,126,650 | 49,011,393 | ||
Total transport and transmission volumes | 45,055,507 | 46,316,160 |
(in millions) | |||
New rates | $ | 5.1 | |
Prior year amortization of excess deferred income taxes | 3.2 | ||
Customer growth - distribution | 1.5 | ||
Increased mark-to-market on non-utility natural gas commodity contracts | 0.9 | ||
Non-utility - Gas supply services | 0.8 | ||
Weather (a) | (10.4 | ) | |
Decreased transportation and transmission | (0.7 | ) | |
Other | 1.2 | ||
Total increase in Gross margin (non-GAAP) | $ | 1.6 |
Three Months Ended March 31, | Variance | ||||||||
2020 | 2019 | 2020 vs. 2019 | |||||||
(in millions) | |||||||||
Revenue | $ | 26.0 | $ | 25.2 | $ | 0.8 | |||
Fuel expense | 2.3 | 2.6 | (0.3 | ) | |||||
Operations and maintenance | 7.0 | 6.1 | 0.9 | ||||||
Depreciation and amortization | 5.3 | 4.6 | 0.7 | ||||||
Adjusted operating income | $ | 11.3 | $ | 12.0 | $ | (0.7 | ) |
Three Months Ended March 31, | ||||
Operating Statistics | 2020 | 2019 | ||
Contracted Power Plant Fleet Availability: | ||||
Coal-fired plants | 89.3 | % | 94.8 | % |
Natural gas-fired plants | 99.5 | % | 95.6 | % |
Wind | 99.3 | % | 90.4 | % |
Total availability | 97.8 | % | 94.1 | % |
Wind capacity factor | 30.4 | % | 28.2 | % |
Three Months Ended March 31, | Variance | ||||||||
2020 | 2019 | 2020 vs. 2019 | |||||||
(in millions) | |||||||||
Revenue | $ | 15.2 | $ | 16.4 | $ | (1.2 | ) | ||
Operations and maintenance | 9.8 | 9.9 | (0.1 | ) | |||||
Depreciation, depletion and amortization | 2.3 | 2.2 | 0.1 | ||||||
Adjusted operating income | $ | 3.1 | $ | 4.3 | $ | (1.2 | ) |
Three Months Ended March 31, | ||||||
Operating Statistics | 2020 | 2019 | ||||
(in thousands) | ||||||
Tons of coal sold | 896 | 997 | ||||
Cubic yards of overburden moved | 2,267 | 1,994 | ||||
Revenue per ton | $ | 16.08 | $ | 15.87 |
Three Months Ended March 31, | Variance | ||||||||
2020 | 2019 | 2020 vs. 2019 | |||||||
(in millions) | |||||||||
Adjusted operating income (loss) | $ | 0.2 | $ | (0.5 | ) | $ | 0.7 |
Three Months Ended March 31, | Variance | ||||||||
2020 | 2019 | 2020 vs. 2019 | |||||||
(in millions) | |||||||||
Interest expense, net | $ | (35.5 | ) | $ | (34.7 | ) | $ | (0.8 | ) |
Impairment of investment | (6.9 | ) | — | (6.9 | ) | ||||
Other income (expense), net | 2.4 | (0.8 | ) | 3.2 | |||||
Income tax benefit (expense) | (16.0 | ) | (17.3 | ) | 1.3 |
• | The accuracy of our assumptions on which our earnings guidance is based; |
• | Our ability to obtain adequate cost recovery for our utility operations through regulatory proceedings and favorable rulings on periodic applications to recover costs for capital additions, plant retirements and decommissioning, fuel, transmission, purchased power, and other operating costs and the timing in which new rates would go into effect; |
• | Our ability to complete our capital program in a cost-effective and timely manner; |
• | Our ability to execute on our strategy, including: targeting a 50 to 60 percent dividend payout ratio and continuing our track record of continuous annual dividend increases; |
• | Our ability to successfully execute our financing plans; |
• | Board of Directors’ approval of any future quarterly dividends; |
• | The impact of future governmental regulation; and |
• | Other factors discussed from time to time in our filings with the SEC. |
Consolidating Income Statement | |||||||||||||||||||||
Three Months Ended March 31, 2020 | Electric Utilities | Gas Utilities | Power Generation | Mining | Corporate | Other Inter-Co Eliminations | Total | ||||||||||||||
(in millions) | |||||||||||||||||||||
Revenue | $ | 167.7 | $ | 360.0 | $ | 2.3 | $ | 7.0 | $ | — | $ | — | $ | 537.1 | |||||||
Intercompany revenue | 6.4 | 0.8 | 23.7 | 8.2 | 87.6 | (126.6 | ) | — | |||||||||||||
Fuel, purchased power and cost of gas sold | 64.5 | 155.4 | 2.3 | — | — | (34.2 | ) | 187.9 | |||||||||||||
Gross margin (non-GAAP) | 109.7 | 205.4 | 23.7 | 15.2 | 87.6 | (92.4 | ) | 349.2 | |||||||||||||
Operations and maintenance | 50.5 | 77.3 | 7.0 | 9.8 | 73.5 | (78.6 | ) | 139.6 | |||||||||||||
Depreciation, depletion and amortization | 23.5 | 25.2 | 5.3 | 2.3 | 6.2 | (6.1 | ) | 56.4 | |||||||||||||
Adjusted operating income (loss) | 35.7 | 102.9 | 11.3 | 3.1 | 7.9 | (7.7 | ) | 153.2 | |||||||||||||
Interest expense, net | (35.5 | ) | |||||||||||||||||||
Impairment of investment | (6.9 | ) | |||||||||||||||||||
Other income (expense), net | 2.4 | ||||||||||||||||||||
Income tax benefit (expense) | (16.0 | ) | |||||||||||||||||||
Net income (loss) | 97.2 | ||||||||||||||||||||
Net income attributable to noncontrolling interest | (4.1 | ) | |||||||||||||||||||
Net income (loss) available for common stock | $ | 93.2 |
Consolidating Income Statement | |||||||||||||||||||||
Three Months Ended March 31, 2019 | Electric Utilities | Gas Utilities | Power Generation | Mining | Corporate | Other Inter-Co Eliminations | Total | ||||||||||||||
(in millions) | |||||||||||||||||||||
Revenue | $ | 176.9 | $ | 410.4 | $ | 2.7 | $ | 7.8 | $ | — | $ | — | $ | 597.8 | |||||||
Intercompany revenue | 6.0 | 0.7 | 22.6 | 8.6 | 88.3 | (126.2 | ) | — | |||||||||||||
Fuel, purchased power and cost of gas sold | 73.3 | 207.3 | 2.6 | — | 0.1 | (33.5 | ) | 249.7 | |||||||||||||
Gross margin (non-GAAP) | 109.6 | 203.8 | 22.6 | 16.4 | 88.2 | (92.7 | ) | 348.1 | |||||||||||||
Operations and maintenance | 47.1 | 77.9 | 6.1 | 9.9 | 73.3 | (77.4 | ) | 136.9 | |||||||||||||
Depreciation, depletion and amortization | 21.5 | 22.5 | 4.6 | 2.2 | 5.5 | (5.3 | ) | 51.0 | |||||||||||||
Adjusted operating income (loss) | 41.0 | 103.3 | 12.0 | 4.3 | 9.5 | (10.0 | ) | 160.1 | |||||||||||||
Interest expense, net | (34.7 | ) | |||||||||||||||||||
Impairment of investment | — | ||||||||||||||||||||
Other income (expense), net | (0.8 | ) | |||||||||||||||||||
Income tax benefit (expense) | (17.3 | ) | |||||||||||||||||||
Net income (loss) | 107.4 | ||||||||||||||||||||
Net income attributable to noncontrolling interest | (3.6 | ) | |||||||||||||||||||
Net income (loss) available for common stock | $ | 103.8 |
Investor Relations: | |
Jerome E. Nichols | |
Phone | 605-721-1171 |
Email | investorrelations@blackhillscorp.com |
Media Contact: | |
24-hour Media Assistance | 888-242-3969 |