BLACK HILLS CORP /SD/ [BKH] Filings

10-Q 1 bkh-20220630.htm 10-Q bkh-20220630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission File Number 001-31303

Black Hills Corporation

Incorporated in South Dakota IRS Identification Number 46-0458824

7001 Mount Rushmore Road

Rapid City, South Dakota 57702

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 Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock of $1.00 par value

BKH

New York Stock Exchange

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Class

Outstanding at July 29, 2022

Common stock, $1.00 par value

65,079,859

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TABLE OF CONTENTS
		Page
Glossary of Terms and Abbreviations		4
Forward-Looking Information		7

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements - unaudited	8
	Condensed Consolidated Statements of Income	8
	Condensed Consolidated Statements of Comprehensive Income	9
	Condensed Consolidated Balance Sheets	10
	Condensed Consolidated Statements of Cash Flows	12
	Condensed Consolidated Statements of Equity	13
	Notes to Condensed Consolidated Financial Statements	14
	Note 1. Management’s Statement	14
	Note 2. Regulatory Matters	15
	Note 3. Commitments, Contingencies and Guarantees	17
	Note 4. Revenue	18
	Note 5. Financing	20
	Note 6. Earnings Per Share	21
	Note 7. Risk Management and Derivatives	21
	Note 8. Fair Value Measurements	25
	Note 9. Other Comprehensive Income	27
	Note 10. Employee Benefit Plans	28
	Note 11. Income Taxes	29
	Note 12. Business Segment Information	29
	Note 13. Selected Balance Sheet Information	31

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TABLE OF CONTENTS
		Page
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
	Executive Summary	32
	Recent Developments	32
	Results of Operations	34
	Consolidated Summary and Overview	34
	Non-GAAP Financial Measure	36
	Electric Utilities	36
	Gas Utilities	40

	Corporate and Other	42
	Consolidated Interest Expense, Other Income and Income Tax Expense	43
	Liquidity and Capital Resources	43
	Cash Flow Activities	43
	Capital Resources	45
	Credit Ratings	45
	Capital Requirements	46
	Critical Accounting Estimates	46
	New Accounting Pronouncements	46

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	47

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 4.	Mine Safety Disclosures	47

Item 6.	Exhibits	48

Signatures		49

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GLOSSARY OF TERMS AND ABBREVIATIONS

The following terms and abbreviations appear in the text of this report and have the definitions described below:


AFUDC			Allowance for Funds Used During Construction

AOCI			Accumulated Other Comprehensive Income (Loss)
APSC			Arkansas Public Service Commission
Arkansas Gas			Black Hills Energy Arkansas, Inc., an indirect, wholly-owned subsidiary of Black Hills Utility Holdings, providing natural gas services to customers in Arkansas (doing business as Black Hills Energy).


ASC			Accounting Standards Codification
ASU			Accounting Standards Update issued by the FASB
ATM			At-the-market equity offering program

Availability			The availability factor of a power plant is the percentage of the time that it is available to provide energy.

BHC			Black Hills Corporation; the Company



Black Hills Colorado IPP			Black Hills Colorado IPP, LLC a 50.1% owned subsidiary of Black Hills Electric Generation
Black Hills Electric Generation			Black Hills Electric Generation, LLC, a direct, wholly-owned subsidiary of Black Hills Non-regulated Holdings, providing wholesale electric capacity and energy primarily to our affiliate utilities.
Black Hills Energy			The name used to conduct the business of our utility companies












Black Hills Energy Services			Black Hills Energy Services Company, an indirect, wholly-owned subsidiary of Black Hills Utility Holdings, providing natural gas commodity supply for the Choice Gas Programs (doing business as Black Hills Energy).
Black Hills Non-regulated Holdings			Black Hills Non-regulated Holdings, LLC, a direct, wholly-owned subsidiary of Black Hills Corporation

Black Hills Utility Holdings			Black Hills Utility Holdings, Inc., a direct, wholly-owned subsidiary of Black Hills Corporation (doing business as Black Hills Energy)
Black Hills Wyoming			Black Hills Wyoming, LLC, a direct, wholly-owned subsidiary of Black Hills Electric Generation









Blockchain Interruptible Service (BCIS) tariff			The BCIS tariff was proposed by Wyoming Electric and approved by the WPSC in 2019. The tariff was developed to attract new large electric loads related to blockchain and other industry growth with high energy demand.
Cheyenne Light			Cheyenne Light, Fuel and Power Company, a direct, wholly-owned subsidiary of Black Hills Corporation, providing electric service in the Cheyenne, Wyoming area (doing business as Black Hills Energy). Also known as Wyoming Electric.
Chief Operating Decision Maker (CODM)			Chief Executive Officer
Choice Gas Program			Regulator-approved programs in Wyoming and Nebraska that allow certain utility customers to select their natural gas commodity supplier, providing for the unbundling of the commodity service from the distribution delivery service.





Colorado Electric			Black Hills Colorado Electric, LLC, a direct, wholly-owned subsidiary of Black Hills Utility Holdings, providing electric service to customers in Colorado (doing business as Black Hills Energy).
Colorado Gas			Black Hills Colorado Gas, Inc., an indirect, wholly-owned subsidiary of Black Hills Utility Holdings, providing natural gas services to customers in Colorado (doing business as Black Hills Energy).
Common Use System			The Common Use System is a jointly operated transmission system we participate in with Basin Electric Power Cooperative and Powder River Energy Corporation. The Common Use System provides transmission service over these utilities' combined 230-kilovolt (kV) and limited 69-kV transmission facilities within areas of southwestern South Dakota and northeastern Wyoming.
Consolidated Indebtedness to Capitalization Ratio			Any indebtedness outstanding at such time, divided by capital at such time. Capital being consolidated net worth (excluding non-controlling interest) plus consolidated indebtedness (including letters of credit and certain guarantees issued) as defined within the current Revolving Credit Facility.
Cooling Degree Day (CDD)			A cooling degree day is equivalent to each degree that the average of the high and low temperatures for a day is above 65 degrees. The warmer the climate, the greater the number of cooling degree days. Cooling degree days are used in the utility industry to measure the relative warmth and to compare relative temperatures between one geographic area and another. Normal degree days are based on the National Weather Service data for selected locations.


CPCN			Certificate of Public Convenience and Necessity

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CP Program			Commercial Paper Program
CPUC			Colorado Public Utilities Commission





Dth			Dekatherm. A unit of energy equal to 10 therms or approximately one million British thermal units (MMBtu)





Fitch			Fitch Ratings Inc.
GAAP			Accounting principles generally accepted in the United States of America




Heating Degree Day (HDD)			A heating degree day is equivalent to each degree that the average of the high and the low temperatures for a day is below 65 degrees. The colder the climate, the greater the number of heating degree days. Heating degree days are used in the utility industry to measure the relative coldness and to compare relative temperatures between one geographic area and another. Normal degree days are based on the National Weather Service data for selected locations.
Integrated Generation			Non-regulated power generation and mining businesses that are vertically integrated within our Electric Utilities segment.
Iowa Gas			Black Hills Iowa Gas Utility Company, LLC, a direct, wholly-owned subsidiary of Black Hills Utility Holdings, providing natural gas services to customers in Iowa (doing business as Black Hills Energy).
IPP			Independent Power Producer

IRS			United States Internal Revenue Service

Kansas Gas			Black Hills Kansas Gas Utility Company, LLC, a direct, wholly-owned subsidiary of Black Hills Utility Holdings, providing natural gas services to customers in Kansas (doing business as Black Hills Energy).
KCC			Kansas Corporation Commission
kV			Kilovolt
LIBOR			London Interbank Offered Rate

MEAN			Municipal Energy Agency of Nebraska
MMBtu			Million British thermal units

Moody’s			Moody’s Investors Service, Inc.

MW			Megawatts
MWh			Megawatt-hours
Nebraska Gas			Black Hills Nebraska Gas, LLC, an indirect, wholly-owned subsidiary of Black Hills Utility Holdings, providing natural gas services to customers in Nebraska (doing business as Black Hills Energy).
Neil Simpson II			A mine-mouth, coal-fired power plant owned and operated by South Dakota Electric with a total capacity of 90 MW located at our Gillette, Wyoming energy complex.

NPSC			Nebraska Public Service Commission








OCI			Other Comprehensive Income

PPA			Power Purchase Agreement



PTC			Production Tax Credit
Pueblo Airport Generation			The 420 MW combined cycle gas-fired power generating plants jointly owned by Colorado Electric (220 MW) and Black Hills Colorado IPP (200 MW). Black Hills Colorado IPP operates this facility. The plants commenced operation on January 1, 2012.
Ready Wyoming			A 260-mile, multi-phase transmission expansion project in Wyoming. This transmission project will serve the growing needs of customers by enhancing resiliency of Wyoming Electric’s overall electric system and expanding access to power markets and renewable resources. The project will help Wyoming Electric maintain top-quartile reliability and enable economic development in the Cheyenne, Wyoming region.

Renewable Ready			Voluntary renewable energy subscription program for large commercial, industrial and governmental agency customers in South Dakota and Wyoming.
Revolving Credit Facility			Our $750 million credit facility used to fund working capital needs, letters of credit and other corporate purposes, which was amended and restated on July 19, 2021, and now terminates on July 19, 2026.
RNG			Renewable Natural Gas


SEC			United States Securities and Exchange Commission

Service Guard Comfort Plan			Appliance protection plan that provides home appliance repair services through on-going monthly service agreements to residential utility customers.

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S&P			S&P Global Ratings, a division of S&P Global Inc.
South Dakota Electric			Black Hills Power, Inc., a direct, wholly-owned subsidiary of Black Hills Corporation, providing electric service to customers in Montana, South Dakota and Wyoming (doing business as Black Hills Energy).

SPP			Southwest Power Pool
TCJA			Tax Cuts and Jobs Act
Tech Services			Non-regulated product lines delivered by our Utilities that 1) provide electrical system construction services to large industrial customers of our electric utilities, and 2) serve gas transportation customers throughout its service territory by constructing and maintaining customer-owned gas infrastructure facilities, typically through one-time contracts.
Utilities			Black Hills’ Electric and Gas Utilities
Wind Capacity Factor			Measures the amount of electricity a wind turbine produces in a given time period relative to its maximum potential.
Winter Storm Uri			February 2021 winter weather event that caused extreme cold temperatures in the central United States and led to unprecedented fluctuations in customer demand and market pricing for natural gas and energy.

WPSC			Wyoming Public Service Commission

Wygen I			A mine-mouth, coal-fired power plant with a total capacity of 90 MW located at our Gillette, Wyoming energy complex. Black Hills Wyoming owns 76.5% of the facility and Municipal Energy Agency of Nebraska (MEAN) owns the remaining 23.5%.
Wygen II			A mine-mouth, coal-fired power plant owned by Wyoming Electric with a total capacity of 95 MW located at our Gillette, Wyoming energy complex.
Wygen III			A mine-mouth, coal-fired power plant operated by South Dakota Electric with a total capacity of 110 MW located at our Gillette, Wyoming energy complex. South Dakota Electric owns 52% of the power plant, MDU owns 25% and the City of Gillette owns the remaining 23%.
Wyodak Plant			The 362 MW mine-mouth, coal-fired generating facility near Gillette, Wyoming, jointly owned by PacifiCorp (80%) and South Dakota Electric (20%). Our WRDC mine supplies all of the fuel for the facility.
Wyoming Electric			Cheyenne Light, Fuel and Power Company, a direct, wholly-owned subsidiary of Black Hills Corporation, providing electric service to customers in the Cheyenne, Wyoming area (doing business as Black Hills Energy).
Wyoming Gas			Black Hills Wyoming Gas, LLC, an indirect and wholly-owned subsidiary of Black Hills Utility Holdings, providing natural gas services to customers in Wyoming (doing business as Black Hills Energy).

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FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q includes “forward-looking statements” as defined by the SEC. Forward-looking statements are all statements other than statements of historical fact, including without limitation those statements that are identified by the words “anticipates,” “estimates,” “expects,” “intends,” “plans,” “predicts” and similar expressions, and include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. 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 without limitation, the risk factors described in Item 1A of Part I of our 2021 Annual Report on Form 10-K, Part II, Item 1A of this Quarterly Report on Form 10-Q and other reports that we file with the SEC from time to time, and the following:

•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;

•Our ability to successfully execute our financing plans;

•Our ability to achieve our greenhouse gas emissions intensity reduction goals;

•Board of Directors’ approval of any future quarterly dividends;

•The impact of future governmental regulation;

•Our ability to overcome the impacts of supply chain disruptions on availability and cost of materials;

•The effects of inflation and volatile energy prices; and

•Other factors discussed from time to time in our 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.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BLACK HILLS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME


(unaudited)	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
	(in thousands, except per share amounts)

Revenue	$	474,195	$	372,572	$	1,297,765	$	1,006,004

Operating expenses:
Fuel, purchased power and cost of natural gas sold	188,171		108,474		625,097		401,621
Operations and maintenance	132,968		123,245		269,100		252,924
Depreciation, depletion and amortization	64,128		58,443		124,591		115,712
Taxes - property and production	16,539		15,144		33,235		30,166
Total operating expenses	401,806		305,306		1,052,023		800,423

Operating income	72,389		67,266		245,742		205,581

Other income (expense):

Interest expense incurred net of amounts capitalized (including amortization of debt issuance costs, premiums and discounts)	(39,053)		(38,669)		(77,874)		(76,494)
Interest income	289		467		565		692
Other income (expense), net	1,563		(191)		2,267		75
Total other income (expense)	(37,201)		(38,393)		(75,042)		(75,727)

Income before income taxes	35,188		28,873		170,700		129,854
Income tax benefit (expense)	658		(586)		(13,830)		(1,080)
Net income	35,846		28,287		156,870		128,774
Net income attributable to non-controlling interest	(2,431)		(3,126)		(5,929)		(7,297)
Net income available for common stock	$	33,415	$	25,161	$	150,941	$	121,477

Earnings per share of common stock:
Earnings per share, Basic	$	0.52	$	0.40	$	2.33	$	1.94
Earnings per share, Diluted	$	0.52	$	0.40	$	2.33	$	1.93

Weighted average common shares outstanding:
Basic	64,721		62,867		64,643		62,751
Diluted	64,883		62,918		64,822		62,817

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these Condensed Consolidated Financial Statements.

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BLACK HILLS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


(unaudited)	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
	(in thousands)
Net income	$	35,846	$	28,287	$	156,870	$	128,774

Other comprehensive income (loss), net of tax:

Reclassification adjustments of benefit plan liability - prior service cost (net of tax of $8, $6, $14 and $15, respectively)	(14)		(18)		(32)		(34)
Reclassification adjustments of benefit plan liability - net loss (net of tax of $(68), $(157), $(113) and $(374), respectively)	119		440		262		821
Derivative instruments designated as cash flow hedges:
Reclassification of net realized (gains) losses on settled/amortized interest rate swaps (net of tax of $(238), $(150), $(415) and $(340), respectively)	475		563		1,011		1,086
Net unrealized gains (losses) on commodity derivatives (net of tax of $734, $(304), $394 and $(339), respectively)	(2,314)		939		(1,267)		1,046
Reclassification of net realized (gains) losses on settled commodity derivatives (net of tax of $319, $14, $871 and $6, respectively)	(1,004)		(42)		(2,706)		(19)
Other comprehensive income (loss), net of tax	(2,738)		1,882		(2,732)		2,900

Comprehensive income	33,108		30,169		154,138		131,674
Less: comprehensive income attributable to non-controlling interest	(2,431)		(3,126)		(5,929)		(7,297)
Comprehensive income available for common stock	$	30,677	$	27,043	$	148,209	$	124,377

See Note 9 for additional disclosures.

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these Condensed Consolidated Financial Statements.

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BLACK HILLS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


(unaudited)	As of
	June 30, 2022		December 31, 2021
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	10,216	$	8,921
Restricted cash and equivalents	5,146		4,889
Accounts receivable, net	267,103		321,652
Materials, supplies and fuel	152,864		150,979
Derivative assets, current	716		4,373
Income tax receivable, net	17,299		18,017
Regulatory assets, current	267,725		270,290
Other current assets	39,358		29,012
Total current assets	760,427		808,133

Property, plant and equipment	8,086,704		7,856,573
Less: accumulated depreciation and depletion	(1,499,552)		(1,407,397)
Total property, plant and equipment, net	6,587,152		6,449,176

Other assets:
Goodwill	1,299,454		1,299,454
Intangible assets, net	10,177		10,770
Regulatory assets, non-current	434,643		526,309
Other assets, non-current	42,709		38,054
Total other assets, non-current	1,786,983		1,874,587

TOTAL ASSETS	$	9,134,562	$	9,131,896

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these Condensed Consolidated Financial Statements.

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BLACK HILLS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Continued)


(unaudited)	As of
	June 30, 2022		December 31, 2021
	(in thousands, except share amounts)
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	185,735	$	217,761
Accrued liabilities	226,320		244,759
Derivative liabilities, current	4,719		1,439
Regulatory liabilities, current	33,356		17,574
Notes payable	335,050		420,180

Total current liabilities	785,180		901,713

Long-term debt, net of current maturities	4,129,662		4,126,923

Deferred credits and other liabilities:
Deferred income tax liabilities, net	490,207		465,388
Regulatory liabilities, non-current	482,642		485,377
Benefit plan liabilities	121,338		123,925
Other deferred credits and other liabilities	142,732		141,447
Total deferred credits and other liabilities	1,236,919		1,216,137

Commitments, contingencies and guarantees (Note 3)

Equity:
Stockholders’ equity —
Common stock $1 par value; 100,000,000 shares authorized; issued 65,105,178 and 64,793,095 shares, respectively	65,105		64,793
Additional paid-in capital	1,808,437		1,783,436
Retained earnings	1,036,263		962,458
Treasury stock, at cost – 23,691 and 54,078 shares, respectively	(1,542)		(3,509)
Accumulated other comprehensive income (loss)	(22,816)		(20,084)
Total stockholders’ equity	2,885,447		2,787,094
Non-controlling interest	97,354		100,029
Total equity	2,982,801		2,887,123

TOTAL LIABILITIES AND TOTAL EQUITY	$	9,134,562	$	9,131,896

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these Condensed Consolidated Financial Statements.

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BLACK HILLS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(unaudited)	Six Months Ended June 30,
	2022		2021
Operating activities:	(in thousands)
Net income	$	156,870	$	128,774
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	124,591		115,712
Deferred financing cost amortization	4,953		4,381
Stock compensation	3,834		5,044
Deferred income taxes	13,860		692
Employee benefit plans	1,383		4,934
Other adjustments, net	(9,489)		10,495
Changes in certain operating assets and liabilities:
Materials, supplies and fuel	(6,993)		3,974
Accounts receivable and other current assets	55,641		88,513
Accounts payable and other current liabilities	(24,130)		(59,640)
Regulatory assets	128,315		(540,709)
Regulatory liabilities	—		(9,509)

Other operating activities, net	(6,805)		(2,834)
Net cash provided by (used in) operating activities	442,030		(250,173)

Investing activities:
Property, plant and equipment additions	(293,803)		(319,476)
Other investing activities	2,418		9,739
Net cash (used in) investing activities	(291,385)		(309,737)

Financing activities:
Dividends paid on common stock	(77,136)		(71,092)
Common stock issued	20,095		40,037
Term loan - borrowings	—		800,000
Term loan - repayments	—		(200,000)
Net borrowings (payments) of Revolving Credit Facility and CP Program	(85,130)		(4,190)

Long-term debt - repayments	—		(1,436)
Distributions to non-controlling interest	(8,604)		(8,705)
Other financing activities	1,682		291
Net cash provided by (used in) financing activities	(149,093)		554,905

Net change in cash, restricted cash and cash equivalents	1,552		(5,005)

Cash, restricted cash and cash equivalents at beginning of period	13,810		10,739
Cash, restricted cash and cash equivalents at end of period	$	15,362	$	5,734

Supplemental cash flow information:
Cash (paid) refunded during the period:
Interest, net of amounts capitalized	$	(72,791)	$	(71,825)
Income taxes	752		1,486
Non-cash investing and financing activities:
Accrued property, plant and equipment purchases at June 30	49,229		54,448

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these Condensed Consolidated Financial Statements.

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BLACK HILLS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY


(unaudited)	Common Stock			Treasury Stock
(in thousands except share amounts)	Shares	Value		Shares	Value		Additional Paid in Capital		Retained Earnings		AOCI		Non-controlling Interest		Total
December 31, 2021	64,793,095	$	64,793	54,078	$	(3,509)	$	1,783,436	$	962,458	$	(20,084)	$	100,029	$	2,887,123
Net income	—	—		—	—		—		117,526		—		3,498		121,024
Other comprehensive income, net of tax	—	—		—	—		—		—		6		—		6


Dividends on common stock ($0.595 per share)	—	—		—	—		—		(38,533)		—		—		(38,533)
Share-based compensation	425	—		(34,393)	2,222		(191)		—		—		—		2,031

Issuance of common stock	55,707	56		—	—		3,776		—		—		—		3,832
Issuance costs	—	—		—	—		(41)		—		—		—		(41)




Distributions to non-controlling interest	—	—		—	—		—		—		—		(4,420)		(4,420)
March 31, 2022	64,849,227	$	64,849	19,685	$	(1,287)	$	1,786,980	$	1,041,451	$	(20,078)	$	99,107	$	2,971,022
Net income	—	—		—	—		—		33,415		—		2,431		35,846
Other comprehensive (loss), net of tax	—	—		—	—		—		—		(2,738)		—		(2,738)
Dividends on common stock ($0.595 per share)	—	—		—	—		—		(38,603)		—		—		(38,603)
Share-based compensation	39,066	39		4,006	(255)		5,370		—		—		—		5,154

Issuance of common stock	216,885	217		—	—		16,353		—		—		—		16,570
Issuance costs	—	—		—	—		(266)		—		—		—		(266)


Distributions to non-controlling interest	—	—		—	—		—		—		—		(4,184)		(4,184)
June 30, 2022	65,105,178	$	65,105	23,691	$	(1,542)	$	1,808,437	$	1,036,263	$	(22,816)	$	97,354	$	2,982,801


(unaudited)	Common Stock			Treasury Stock
(in thousands except share amounts)	Shares	Value		Shares	Value		Additional Paid in Capital		Retained Earnings		AOCI		Non-controlling Interest		Total
December 31, 2020	62,827,179	$	62,827	32,492	$	(2,119)	$	1,657,285	$	870,738	$	(27,346)	$	101,262	$	2,662,647
Net income	—	—		—	—		—		96,316		—		4,171		100,487
Other comprehensive income, net of tax	—	—		—	—		—		—		1,018		—		1,018


Dividends on common stock ($0.565 per share)	—	—		—	—		—		(35,514)		—		—		(35,514)
Share-based compensation	82,794	83		7,448	(445)		1,672		—		—		—		1,310






Other	—	—		—	—		—		(2)		—		—		(2)

Distributions to non-controlling interest	—	—		—	—		—		—		—		(4,644)		(4,644)
March 31, 2021	62,909,973	$	62,910	39,940	$	(2,564)	$	1,658,957	$	931,538	$	(26,328)	$	100,789	$	2,725,302
Net income	—	—		—	—		—		25,161		—		3,126		28,287
Other comprehensive income, net of tax	—	—		—	—		—		—		1,882		—		1,882


Dividends on common stock ($0.565 per share)	—	—		—	—		—		(35,578)		—		—		(35,578)
Share-based compensation	20,905	21		6,588	(424)		3,698		—		—		—		3,295

Issuance of common stock	596,035	596		—	—		39,636		—		—		—		40,232
Issuance costs	—	—		—	—		(466)		—		—		—		(466)



Other	—	—		—	—		—		1		—		—		1

Distributions to non-controlling interest	—	—		—	—		—		—		—		(4,061)		(4,061)
June 30, 2021	63,526,913	$	63,527	46,528	$	(2,988)	$	1,701,825	$	921,122	$	(24,446)	$	99,854	$	2,758,894

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BLACK HILLS CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

(Reference is made to Notes to Consolidated Financial Statements

included in the Company’s 2021 Annual Report on Form 10-K)

(1) Management’s Statement

The unaudited Condensed Consolidated Financial Statements included herein have been prepared by Black Hills Corporation (together with our subsidiaries the “Company”, “us”, “we” or “our”), pursuant to the rules and regulations of the SEC. 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, we believe that the footnotes adequately disclose the information presented. These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and the notes included in our 2021 Annual Report on Form 10-K.

Segment Reporting

Our reportable segments are based on our method of internal reporting, which is generally segregated by differences in products and services. All of our operations and assets are located within the United States. We conduct our operations through the Electric Utilities and Gas Utilities segments. In the fourth quarter of 2021, we integrated our power generation and mining businesses within the Electric Utilities segment. The alignment is consistent with the current way our CODM evaluates the performance of the business and makes decisions related to the allocation of resources. Comparative periods presented reflect this change.

For further information regarding our segment reporting, see Note 12.

Use of Estimates and Basis of Presentation

The information furnished in the accompanying Condensed Consolidated Financial Statements reflects certain estimates required and all adjustments, including accruals, which are, in the opinion of management, necessary for a fair presentation of the June 30, 2022, December 31, 2021 and June 30, 2021 financial information. Certain lines of business in which we operate are highly seasonal, and our interim results of operations are not necessarily indicative of the results of operations to be expected for an entire year.

Recently Issued Accounting Standards

Facilitation of the Effects of Reference Rate Reform on Financial Reporting, ASU 2020-04

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which was subsequently amended by ASU 2021-01. The standard provides relief for companies preparing for discontinuation of interest rates, such as LIBOR, and allows optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update are elective and are effective upon the ASU issuance through December 31, 2022. We are currently evaluating whether we will apply the optional guidance as we assess the impact of the discontinuance of LIBOR on our current arrangements but do not expect it to have a material impact on our financial position, results of operations and cash flows.

Table of Contents

(2) Regulatory Matters

We had the following regulatory assets and liabilities (in thousands):