Table of Contents
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, 2023
OR
☐ 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
x
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 31, 2023
Common stock, $1.00 par value
67,110,952
shares
TABLE OF CONTENTS
Page
Glossary of Terms and Abbreviations
3
Forward-Looking Information
6
PART I. FINANCIAL INFORMATION
7
Item 1.
Financial Statements - unaudited
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
8
Consolidated Balance Sheets
9
Consolidated Statements of Cash Flows
11
Consolidated Statements of Equity
12
Condensed Notes to Consolidated Financial Statements
13
Note 1. Management’s Statement
Note 2. Regulatory Matters
Note 3. Commitments, Contingencies and Guarantees
14
Note 4. Revenue
Note 5. Financing
16
Note 6. Earnings Per Share
18
Note 7. Risk Management and Derivatives
19
Note 8. Fair Value Measurements
22
Note 9. Other Comprehensive Income
24
Note 10. Employee Benefit Plans
25
Note 11. Income Taxes
26
Note 12. Business Segment Information
Note 13. Selected Balance Sheet Information
27
Note 14. Subsequent Events
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
28
Executive Summary
Recent Developments
Results of Operations
29
Consolidated Summary and Overview
Non-GAAP Financial Measure
30
Electric Utilities
31
Gas Utilities
34
Corporate and Other
36
Consolidated Interest Expense, Other Income and Income Tax Expense
Liquidity and Capital Resources
37
Cash Flow Activities
Capital Resources
38
Credit Ratings
39
Capital Requirements
Critical Accounting Estimates
41
New Accounting Pronouncements
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Mine Safety Disclosures
42
Item 5.
Other Information
Item 6.
Exhibits
Signatures
43
2
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)
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).
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 Electric Parent Holdings
Black Hills Electric Utility Holdings, LLC., a direct, wholly-owned subsidiary of Black Hills Corporation
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
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).
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.
Clean Energy Plan
2030 Ready Plan that establishes a roadmap and preferred resource portfolio for Colorado Electric to cost-effectively achieve the State of Colorado's requirement calling upon electric utilities to reduce GHG emissions by a minimum of 80% from 2005 levels by 2030. The preferred resource portfolio calls for the addition of 149 MW of wind, 258 MW of solar and 50 MW of battery storage to Colorado Electric's system. The final mix of resources will be determined by the results of a competitive solicitation that started in July 2023. Colorado legislation allows electric utilities to own up to 50% of the renewable generation assets added to comply with the Clean Energy Plan.
Colorado Electric
Black Hills Colorado Electric, LLC, a direct, wholly-owned subsidiary of Black Hills Electric Parent Holdings, providing electric services 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 participated 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
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.
CP Program
Commercial Paper Program
CPUC
Colorado Public Utilities Commission
DRSPP
Dividend Reinvestment and Stock Purchase Plan
Dth
Dekatherm. A unit of energy equal to 10 therms or approximately one million British thermal units (MMBtu)
FASB
Financial Accounting Standards Board
Fitch
Fitch Ratings Inc.
GAAP
Accounting principles generally accepted in the United States of America
Heating Degree Day
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.
HomeServe
We offer HomeServe products to our natural gas residential customers interested in purchasing additional home repair service plans.
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).
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
N/A
Not applicable
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).
Northern Iowa Windpower
Northern Iowa Windpower, LLC, a 87.1 MW wind farm located near Joice, Iowa, previously owned by Black Hills Electric Generation. In March 2023, Black Hills Electric Generation completed the sale of Northern Iowa Windpower assets to a third-party.
OCI
Other Comprehensive Income
PPA
Power Purchase Agreement
PTC
Production Tax Credit
Revolving Credit Facility
Our $750 million credit facility used to fund working capital needs, letters of credit and other corporate purposes, which was amended on May 9, 2023 and will terminate on July 19, 2026.
RMNG
Rocky Mountain Natural Gas LLC, an indirect, wholly-owned subsidiary of Black Hills Utility Holdings, providing natural gas transmission and wholesale services in western Colorado (doing business as Black Hills Energy).
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.
S&P
S&P Global Ratings, a division of S&P Global Inc.
SOFR
Secured Overnight Financing Rate
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).
SSIR
System Safety and Integrity Rider
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
4
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
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).
5
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 2022 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:
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 1. FINANCIAL STATEMENTS
BLACK HILLS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three Months EndedJune 30,
Six Months EndedJune 30,
2023
2022
(in thousands, except per share amounts)
Revenue
$
411,283
474,195
1,332,442
1,297,765
Operating expenses:
Fuel, purchased power and cost of natural gas sold
121,245
188,171
647,512
625,097
Operations and maintenance
145,767
132,968
286,755
269,100
Depreciation, depletion and amortization
64,714
64,128
126,357
124,591
Taxes - property and production
16,041
16,539
33,419
33,235
Total operating expenses
347,767
401,806
1,094,043
1,052,023
Operating income
63,516
72,389
238,399
245,742
Other income (expense):
Interest expense incurred net of amounts capitalized
(43,267
)
(39,053
(87,332
(77,874
Interest income
1,746
289
2,307
565
Other income (expense), net
(1,540
1,563
(866
2,267
Total other income (expense)
(43,061
(37,201
(85,891
(75,042
Income before income taxes
20,455
35,188
152,508
170,700
Income tax benefit (expense)
6,089
658
(8,584
(13,830
Net income
26,544
35,846
143,924
156,870
Net income attributable to non-controlling interest
(3,491
(2,431
(6,787
(5,929
Net income available for common stock
23,053
33,415
137,137
150,941
Earnings per share of common stock:
Earnings per share, Basic
0.35
0.52
2.07
2.33
Earnings per share, Diluted
2.06
Weighted average common shares outstanding:
Basic
66,591
64,721
66,315
64,643
Diluted
66,684
64,883
66,419
64,822
The accompanying Condensed Notes to Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Other comprehensive income (loss), net of tax;
Reclassification adjustments of benefit plan liability - prior service cost (net of tax of $--, $8, $-- and $14, respectively)
-
(14
(32
Reclassification adjustments of benefit plan liability - net loss (net of tax of $(27), $(68), $(43) and $(113), respectively)
119
44
262
Derivative instruments designated as cash flow hedges:
Reclassification of net realized (gains) losses on settled/amortized interest rate swaps (net of tax of $(177), $(238), $(327) and $(415), respectively)
536
475
1,099
1,011
Net unrealized gains (losses) on commodity derivatives (net of tax of $(35), $734, $233 and $394, respectively)
112
(2,314
(743
(1,267
Reclassification of net realized (gains) losses on settled commodity derivatives (net of tax of $(118), $319, $(584) and $871, respectively)
371
(1,004
1,855
(2,706
Other comprehensive income, net of tax
1,035
(2,738
2,255
(2,732
Comprehensive income
27,579
33,108
146,179
154,138
Less: comprehensive income attributable to non-controlling interest
Comprehensive income available for common stock
24,088
30,677
139,392
148,209
See Note 9 for additional disclosures.
CONSOLIDATED BALANCE SHEETS
As of
June 30, 2023
December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents
152,581
21,430
Restricted cash and equivalents
5,966
5,555
Accounts receivable, net
260,350
508,192
Materials, supplies and fuel
136,534
207,421
Derivative assets, current
303
582
Income tax receivable, net
18,222
17,637
Regulatory assets, current
198,443
260,312
Other current assets
29,929
50,579
Total current assets
802,328
1,071,708
Property, plant and equipment
8,590,796
8,374,790
Less: accumulated depreciation and depletion
(1,671,303
(1,576,842
Total property, plant and equipment, net
6,919,493
6,797,948
Other assets:
Goodwill
1,299,454
Intangible assets, net
9,002
9,589
Regulatory assets, non-current
325,228
392,669
Other assets, non-current
53,590
46,862
Total other assets, non-current
1,687,274
1,748,574
TOTAL ASSETS
9,409,095
9,618,230
(Continued)
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
133,300
310,020
Accrued liabilities
217,259
243,457
Derivative liabilities, current
322
6,600
Regulatory liabilities, current
101,979
46,013
Notes payable
535,600
Current maturities of long-term debt
525,000
Total current liabilities
977,860
1,666,690
Long-term debt, net of current maturities
3,955,745
3,607,340
Deferred credits and other liabilities:
Deferred income tax liabilities, net
528,627
508,941
Regulatory liabilities, non-current
469,509
472,560
Benefit plan liabilities
118,841
116,742
Other deferred credits and other liabilities
155,746
156,062
Total deferred credits and other liabilities
1,272,723
1,254,305
Commitments, contingencies and guarantees (Note 3)
Equity:
Stockholder's equity -
Common stock $1 par value; 100,000,000 shares authorized; issued 67,115,403 and 66,140,396 shares, respectively
67,115
66,140
Additional paid-in capital
1,941,234
1,882,653
Retained earnings
1,118,145
1,064,122
Treasury stock, at cost - 48,623 and 36,726 shares, respectively
(3,167
(2,435
Accumulated other comprehensive income (loss)
(13,312
(15,567
Total stockholders' equity
3,110,015
2,994,913
Non-controlling interest
92,752
94,982
Total equity
3,202,767
3,089,895
TOTAL LIABILITIES AND TOTAL EQUITY
10
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30,
Operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred financing cost amortization
4,853
4,953
Stock compensation
4,311
3,834
Deferred income taxes
9,203
13,860
Employee benefit plans
5,898
1,383
Other adjustments, net
(6,754
(9,489
Changes in certain operating assets and liabilities:
73,022
(6,993
Accounts receivable and other current assets
266,820
55,641
Accounts payable and other current liabilities
(201,389
(24,130
Regulatory assets
186,699
128,315
Other operating activities, net
(7,873
(6,805
Net cash provided by operating activities
605,071
442,030
Investing activities:
Property, plant and equipment additions
(261,739
(293,803
Other investing activities
16,367
2,418
Net cash (used in) investing activities
(245,372
(291,385
Financing activities:
Dividends paid on common stock
(83,114
(77,136
Common stock issued
54,689
20,095
Net borrowings (payments) of Revolving Credit Facility and CP Program
(535,600
(85,130
Long-term debt - issuance
350,000
Distributions to non-controlling interests
(9,017
(8,604
Other financing activities
(5,095
1,682
Net cash (used in) financing activities
(228,137
(149,093
Net change in cash, restricted cash and cash equivalents
131,562
1,552
Cash, restricted cash and cash equivalents beginning of period
26,985
13,810
Cash, restricted cash and cash equivalents end of period
158,547
15,362
Supplemental cash flow information:
Cash (paid) refunded during the period:
Interest (net of amounts capitalized)
(75,507
(72,791
Income taxes
752
Non-cash investing and financing activities:
Accrued property, plant and equipment purchases at June 30,
50,081
49,229
CONSOLIDATED STATEMENTS OF EQUITY
Common Stock
Treasury Stock
(in thousands except share amounts)
Shares
Value
Additional Paid in Capital
Retained Earnings
Non-controlling Interest
Total
66,140,396
36,726
114,084
3,296
117,380
1,220
Dividends on common stock ($0.625 per share)
(41,362
Share-based compensation
84,735
85
4,388
(262
1,886
1,709
Issuance of common stock
445,578
446
27,273
27,719
Issuance costs
(336
Distributions to non-controlling interest
(4,494
March 31, 2023
66,670,709
66,671
41,114
(2,697
1,911,476
1,136,844
(14,347
93,784
3,191,731
3,491
(41,752
8,492
7,509
(470
2,888
2,426
436,202
436
27,274
27,710
(404
(4,523
67,115,403
48,623
December 31, 2021
64,793,095
64,793
54,078
(3,509
1,783,436
962,458
(20,084
100,029
2,887,123
117,526
3,498
121,024
Dividends on common stock ($0.595 per share)
(38,533
425
(34,393
2,222
(191
2,031
55,707
56
3,776
3,832
(41
(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
2,431
(38,603
39,066
4,006
(255
5,370
5,154
216,885
217
16,353
16,570
(266
(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
(Reference is made to Notes to Consolidated Financial Statements
included in the Company’s 2022 Annual Report on Form 10-K)
The unaudited 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 Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and the notes included in our 2022 Annual Report on Form 10-K.
Use of Estimates and Basis of Presentation
The information furnished in the accompanying 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, 2023, December 31, 2022 and June 30, 2022 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.
We had the following regulatory assets and liabilities (in thousands):
233,299
347,980
Deferred energy and fuel cost adjustments
68,708
72,580
Deferred gas cost adjustments
8,777
12,147
Gas price derivatives
8,793
Deferred taxes on AFUDC
7,305
7,333
Employee benefit plans and related deferred taxes
88,203
89,259
Environmental
1,346
1,343
Loss on reacquired debt
18,315
19,213
Deferred taxes on flow through accounting
74,165
69,529
Decommissioning costs
2,406
3,472
Other regulatory assets
21,147
21,332
Total regulatory assets
523,671
652,981
Less current regulatory assets
(198,443
(260,312
Regulatory liabilities
Deferred energy and gas costs
99,649
41,722
Employee benefit plan costs and related deferred taxes
33,065
34,258
Cost of removal
178,668
175,614
Excess deferred income taxes
250,728
254,833
Other regulatory liabilities
9,378
12,146
Total regulatory liabilities
571,488
518,573
Less current regulatory liabilities
(101,979
(46,013
Regulatory Activity
Except as discussed below, there have been no other significant changes to our Regulatory Matters from those previously disclosed in Note 2 of the Notes to the Consolidated Financial Statements in our 2022 Annual Report on Form 10-K.
RMNG Rate Review
On July 12, 2023, the CPUC approved a settlement agreement for RMNG's rate review filed on October 7, 2022. The agreement is expected to generate $8.2 million in new annual revenue and establishes a weighted average cost of capital of 6.93% with a capital structure that reflects an equity range of 50% to 52%, a debt range of 50% to 48% and a return on equity range of 9.5% to 9.7%. The settlement also shifts $8.3 million of SSIR revenues to base rates and terminates the SSIR. New rates were effective July 15, 2023.
Colorado Gas Rate Review
On May 9, 2023, Colorado Gas filed a rate review with the CPUC seeking recovery of significant infrastructure investments in its 10,000-mile natural gas pipeline system. The rate review requests $27 million in new annual revenue with a capital structure of 51% equity and 49% debt and a return on equity of 10.49%. The request seeks to finalize rates in the first quarter of 2024.
On May 18, 2023, Wyoming Gas filed a rate review with the WPSC seeking recovery of significant infrastructure investments in its 6,400-mile natural gas pipeline system. The rate review requests $19 million in new annual revenue with a capital structure of 52% equity and 48% debt and a return on equity of 10.49%. Additionally, Wyoming Gas is seeking renewal of the Wyoming Integrity Rider. The request seeks to finalize rates in the first quarter of 2024.
On June 1, 2022, Wyoming Electric filed a rate review with the WPSC seeking recovery of significant infrastructure investments in its 1,330-mile electric distribution and 59-mile electric transmission systems. On January 26, 2023, the WPSC approved a settlement agreement with intervening parties for a general rate increase. The settlement is expected to generate $8.7 million in new annual revenue with a capital structure of 52% equity and 48% debt and a return on equity of 9.75%. New rates were effective March 1, 2023. The agreement also includes approval of a new rider that will be filed annually to recover transmission investments and expenses.
There have been no significant changes to commitments, contingencies and guarantees from those previously disclosed in Note 3 of our Notes to the Consolidated Financial Statements in our 2022 Annual Report on Form 10-K.
The following tables depict the disaggregation of revenue, including intercompany revenue, from contracts with customers by customer type and timing of revenue recognition for each of the reportable segments for the three and six months ended June 30, 2023 and 2022. Sales tax and other similar taxes are excluded from revenues.
Three Months Ended June 30, 2023
Inter-segment Revenues
Customer types:
Retail
156,372
174,781
331,153
Transportation
35,913
(115
35,798
Wholesale
5,739
Market - off-system sales
8,364
8,407
Transmission/Other
19,231
(4,395
24,039
Revenue from contracts with customers
189,706
219,940
(4,510
405,136
Other revenues
3,367
2,780
6,147
Total revenues
193,073
222,720
Timing of revenue recognition:
Services transferred at a point in time
7,844
Services transferred over time
181,862
397,292
Three Months Ended June 30, 2022
169,032
229,074
398,106
34,667
(100
34,567
8,428
8,666
178
8,844
15,183
9,344
(4,148
20,379
201,309
273,263
(4,248
470,324
3,070
906
(105
3,871
204,379
274,169
(4,353
6,671
194,638
463,653
Six Months Ended June 30, 2023
331,275
810,326
1,141,601
88,756
(230
88,526
15,137
24,488
324
24,812
36,635
19,226
(8,746
47,115
407,535
918,632
(8,976
1,317,191
4,247
11,004
15,251
411,782
929,636
16,501
391,034
1,300,690
Six Months Ended June 30, 2022
341,838
790,087
1,131,925
84,190
(199
83,991
18,703
15,820
416
16,236
30,616
18,919
(8,297
41,238
406,977
893,612
(8,496
1,292,093
3,940
1,949
(217
5,672
410,917
895,561
(8,713
13,784
393,193
1,278,309
15
Shelf Registration Statement
We maintain an effective shelf registration statement with the SEC under which we may issue, from time to time, an unspecified amount of senior debt securities, subordinated debt securities, common stock, preferred stock, warrants and other securities. In anticipation of the approaching expiration of our previous shelf registration statement on Form S-3 originally filed on August 4, 2020 (Registration No. 333-240320), we filed a new shelf registration statement on Form S-3 on June 16, 2023 (Registration No. 333-272739).
Short-term Debt
Revolving Credit Facility and CP Program
On May 9, 2023, we amended and restated our corporate Revolving Credit Facility, which replaced LIBOR as a benchmark interest rate with the SOFR. The adoption of SOFR as a benchmark interest rate was in advance of the scheduled elimination of LIBOR as a benchmark interest rate on June 30, 2023. No other significant terms or conditions, including borrowing capacity, credit spreads or financial covenants were modified under these amendments and restatements.
Our Revolving Credit Facility and CP Program, which are classified as Notes payable on the Consolidated Balance Sheets, had the following borrowings, outstanding letters of credit, and available capacity (dollars in thousands) as of:
Amount outstanding
—
Letters of credit (a)
2,751
24,626
Available capacity
747,249
189,774
Weighted average interest rates
4.88
%
Revolving Credit Facility and CP Program borrowing activity was as follows (dollars in thousands):
Maximum amount outstanding (based on daily outstanding balances)
548,700
429,000
Average amount outstanding (based on daily outstanding balances)
164,719
326,172
4.91
0.82
Long-term Debt
On March 7, 2023, we completed a public debt offering of $350 million, 5.95% five year senior unsecured notes due March 15, 2028. The proceeds from the offering, which were net of $4.2 million of deferred financing costs, were used to repay notes outstanding under our CP Program and for other general corporate purposes.
Debt Covenants
We were in compliance with all of our Revolving Credit Facility covenants as of June 30, 2023. We are required to maintain a Consolidated Indebtedness to Capitalization Ratio not to exceed 0.65 to 1.00. Subject to applicable cure periods, a violation of this covenant would constitute an event of default that entitles the lenders to terminate their remaining commitments and accelerate all principal and interest outstanding. As of June 30, 2023, our Consolidated Indebtedness to Capitalization Ratio was 0.59 to 1.00.
Wyoming Electric was in compliance with all covenants within its financing agreements as of June 30, 2023. Wyoming Electric is required to maintain a debt to capitalization ratio of no more than 0.60 to 1.00. As of June 30, 2023, Wyoming Electric's debt to capitalization ratio was 0.52 to 1.00.
Equity
At-the-Market Equity Offering Program
As previously disclosed, on August 4, 2020, we entered into an Amended and Restated Equity Distribution Sales Agreement ("Previous Sales Agreement") to sell shares of common stock up to an aggregate of $400 million, from time to time, through our ATM program utilizing our shelf registration statement. In conjunction with the new shelf registration statement filing discussed above, we entered into a new Equity Distribution Sales Agreement ("Sales Agreement") on June 16, 2023. We also terminated the Previous Sales Agreement on June 16, 2023. The Sales Agreement is similar to the Previous Sales Agreement and allows us to sell shares of common stock up to an aggregate of $400 million through our ATM program.
ATM activity was as follows (net proceeds and issuance costs in millions):
Three Months Ended June 30,
August 4, 2020 ATM Program
Proceeds, (net of issuance costs of $(0.2), $(0.2), $(0.5) and $(0.2), respectively)
21.0
16.4
48.5
20.2
Number of shares issued
329,647
775,225
272,592
June 16, 2023 ATM Program
Proceeds, (net of issuance costs of $(0.1), $0, $(0.1) and $0, respectively)
6.4
106,555
Total activity under both ATM Programs
Proceeds, (net of issuance costs of $(0.3), $(0.2), $(0.6) and $(0.2), respectively)
27.4
54.9
881,780
Average price per share
63.53
76.39
62.86
74.84
As of June 30, 2023, there were 46,696 shares issued under the June 16, 2023 ATM Program, but not settled.
Shareholder Dividend Reinvestment and Stock Purchase Plan
Effective as of July 7, 2023, we terminated our DRSPP. On July 10, 2023, we filed a post-effective amendment to amend the Registration Statement on Form S-3 (File No. 333-240319) filed with the SEC on August 4, 2020. The filing of this post-effective amendment de-registered all shares of common stock that were issuable under the DRSPP but not sold as of July 7, 2023. With the termination of the DRSPP, a direct stock purchase plan is being offered which will allow shareholders to continue making share transactions. This plan is sponsored and administered solely by EQ Shareowner Services, our transfer agent.
17
A reconciliation of share amounts used to compute earnings per share in the accompanying Consolidated Statements of Income was as follows (in thousands, except per share amounts):
Weighted average shares - basic
Dilutive effect of:
Equity compensation
93
162
104
179
Weighted average shares - diluted
The following securities were excluded from the diluted earnings per share computation because of their anti-dilutive nature (in thousands):
76
47
Restricted stock
1
Anti-dilutive shares
77
Market and Credit Risk Disclosures
Our activities in the energy industry expose us to a number of risks in the normal operations of our businesses. Depending on the activity, we are exposed to varying degrees of market risk and credit risk. Valuation methodologies for our derivatives are detailed within Note 1 of the Notes to the Consolidated Financial Statements in our 2022 Annual Report on Form 10-K.
Market Risk
Market risk is the potential loss that may occur as a result of an adverse change in market price, rate or supply. We are exposed but not limited to, the following market risks:
Credit Risk
Credit risk is the risk of financial loss resulting from non-performance of contractual obligations by a counterparty.
We attempt to mitigate our credit exposure by conducting business primarily with high credit quality entities, setting tenor and credit limits commensurate with counterparty financial strength, obtaining master netting agreements and mitigating credit exposure with less creditworthy counterparties through parental guarantees, cash collateral requirements, letters of credit and other security agreements.
We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and the customers’ current creditworthiness, as determined by review of their current credit information. We maintain a provision for estimated credit losses based upon historical experience, changes in current market conditions, expected losses and any specific customer collection issue that is identified.
Derivatives and Hedging Activity
Our derivative and hedging activities included in the accompanying Consolidated Balance Sheets, Consolidated Statements of Income and Consolidated Statements of Comprehensive Income are detailed below and in Note 8.
The operations of our Utilities, including natural gas sold by our Gas Utilities and natural gas used by our Electric Utilities’ generation plants or those plants under PPAs where our Electric Utilities must provide the generation fuel (tolling agreements), expose our utility customers to natural gas price volatility. Therefore, as allowed or required by state utility commissions, we enter into commission approved hedging programs utilizing natural gas futures, options, over-the-counter swaps and basis swaps to reduce our customers’ underlying exposure to these fluctuations. These transactions are considered derivatives, and in accordance with accounting standards for derivatives and hedging, mark-to-market adjustments are recorded as Derivative assets or Derivative liabilities on the accompanying Consolidated Balance Sheets, net of balance sheet offsetting as permitted by GAAP.
For our regulated Utilities’ hedging plans, unrealized and realized gains and losses, as well as option premiums and commissions on these transactions, are recorded as Regulatory assets or Regulatory liabilities in the accompanying Consolidated Balance Sheets in accordance with the state regulatory commission guidelines. When the related costs are recovered through our rates, the hedging activity is recognized in the Consolidated Statements of Income.
We use wholesale power purchase and sale contracts to manage purchased power costs and load requirements associated with serving our electric customers. Periodically, certain wholesale energy contracts are considered derivative instruments due to not qualifying for the normal purchase and normal sales exception to derivative accounting. Changes in the fair value of these commodity derivatives are recognized in the Consolidated Statements of Income.
To support our Choice Gas Program customers, we buy, sell and deliver natural gas at competitive prices by managing commodity price risk. As a result of these activities, this area of our business is exposed to risks associated with changes in the market price of natural gas. We manage our exposure to such risks using over-the-counter and exchange traded options and swaps with counterparties in anticipation of forecasted purchases and sales during time frames ranging from July 2023 through October 2025. A portion of our over-the-counter swaps have been designated as cash flow hedges to mitigate the commodity price risk associated with deliveries under fixed price forward contracts to deliver gas to our Choice Gas Program customers. The gain or loss on these designated derivatives is reported in AOCI in the accompanying Consolidated Balance Sheets and reclassified into earnings in the same period that the underlying hedged item is recognized in earnings. Effectiveness of our hedging position is evaluated at least quarterly.
The contract or notional amounts and terms of the electric and natural gas derivative commodity instruments held at our Utilities are composed of both long and short positions. We had the following net long positions as of:
Notional Amounts (MMBtus)
Maximum Term (months) (a)
Natural gas futures purchased
80,000
630,000
Natural gas options purchased, net
120,000
1,790,000
Natural gas basis swaps purchased
900,000
Natural gas over-the-counter swaps, net (b)
6,580,000
4,460,000
Natural gas physical contracts, net (c)
1,813,165
17,864,412
We have certain derivative contracts which contain credit provisions. These credit provisions may require the Company to post collateral when credit exposure to the Company is in excess of a negotiated line of unsecured credit. At June 30, 2023, the Company posted $0.6 million related to such provisions, which is included in Other current assets on the Consolidated Balance Sheets.
Derivatives by Balance Sheet Classification
As required by accounting standards for derivatives and hedges, fair values within the following tables are presented on a gross basis aside from the netting of asset and liability positions. Netting of positions is permitted in accordance with accounting standards for offsetting and under terms of our master netting agreements that allow us to settle positive and negative positions.
The following table presents the fair value and balance sheet classification of our derivative instruments (in thousands) as of:
Balance Sheet Location
June 30,2023
December 31,2022
Derivatives designated as hedges:
Asset derivative instruments:
Current commodity derivatives
408
118
Noncurrent commodity derivatives
198
Liability derivative instruments:
(1,703
(64
Total derivatives designated as hedges
344
(1,387
Derivatives not designated as hedges:
464
337
(322
(4,897
(84
(18
Total derivatives not designated as hedges
(511
(4,114
20
Derivatives Designated as Hedge Instruments
The impacts of cash flow hedges on our Consolidated Statements of Comprehensive Income and Consolidated Statements of Income are presented below for the three and six months ended June 30, 2023 and 2022. Note that this presentation does not reflect the gains or losses arising from the underlying physical transactions; therefore, it is not indicative of the economic profit or loss we realized when the underlying physical and financial transactions were settled.
Derivatives in Cash Flow Hedging Relationships
Amount of Gain/(Loss) Recognized in OCI
Income Statement Location
Amount of Gain/(Loss) Reclassified from AOCI into Income
Interest rate swaps
713
Interest expense
(713
Commodity derivatives
636
(4,371
(489
1,323
1,349
(3,658
(1,202
610
1,426
(1,426
1,463
(5,238
(2,439
3,577
2,889
(3,812
(3,865
2,151
As of June 30, 2023, $2.9 million of net losses related to our interest rate swaps and commodity derivatives are expected to be reclassified from AOCI into earnings within the next 12 months. As market prices fluctuate, estimated and actual realized gains or losses will change during future periods.
Derivatives Not Designated as Hedge Instruments
The following table summarizes the impacts of derivative instruments not designated as hedge instruments on our Consolidated Statements of Income for the three and six months ended June 30, 2023 and 2022. Note that this presentation does not reflect the expected gains or losses arising from the underlying physical transactions; therefore, it is not indicative of the economic profit or loss we realized when the underlying physical and financial transactions were settled.
Derivatives Not Designated as Hedging Instruments
Location of Gain/(Loss) on Derivatives Recognized in Income
Amount of Gain/(Loss) on Derivatives Recognized in Income
394
(2,332
(2,700
1,162
21
As discussed above, financial instruments used in our regulated Gas Utilities are not designated as cash flow hedges. However, there is no earnings impact because the unrealized gains and losses arising from the use of these financial instruments are recorded as Regulatory assets or Regulatory liabilities. The net unrealized gains included in our Regulatory liability accounts related to these financial instruments in our Gas Utilities were $0.1 million as of June 30, 2023. The net unrealized losses included in our Regulatory asset accounts related to these financial instruments were $8.8 million as of December 31, 2022. For our Electric Utilities, the unrealized gains and losses arising from these derivatives are recognized in the Consolidated Statements of Income.
We use the following fair value hierarchy for determining inputs for our financial instruments. Our assets and liabilities for financial instruments are classified and disclosed in one of the following fair value categories:
Level 1 — Unadjusted quoted prices available in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities. Level 1 instruments primarily consist of highly liquid and actively traded financial instruments with quoted pricing information on an ongoing basis.
Level 2 — Pricing inputs include quoted prices for identical or similar assets and liabilities in active markets other than quoted prices in Level 1, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 — Pricing inputs are generally less observable from objective sources. These inputs reflect management’s best estimate of fair value using its own assumptions about the assumptions a market participant would use in pricing the asset or liability.
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy levels. We record transfers, if necessary, between levels at the end of the reporting period for all of our financial instruments.
Transfers into Level 3, if any, occur when significant inputs used to value the derivative instruments become less observable, such as a significant decrease in the frequency and volume in which the instrument is traded, negatively impacting the availability of observable pricing inputs. Transfers out of Level 3, if any, occur when the significant inputs become more observable, such as when the time between the valuation date and the delivery date of a transaction becomes shorter, positively impacting the availability of observable pricing inputs.
Recurring Fair Value Measurements
Derivatives
The commodity contracts for our Utilities segments are valued using the market approach and include forward strip pricing at liquid delivery points, exchange-traded futures, options, basis swaps and over-the-counter swaps and options (Level 2) for wholesale electric energy and natural gas contracts. For exchange-traded futures, options and basis swap assets and liabilities, fair value was derived using broker quotes validated by the exchange settlement pricing for the applicable contract. For over-the-counter instruments, the fair value is obtained by utilizing a nationally recognized service that obtains observable inputs to compute the fair value, which we validate by comparing our valuation with the counterparty. The fair value of these swaps includes a credit valuation adjustment based on the credit spreads of the counterparties when we are in an unrealized gain position or on our own credit spread when we are in an unrealized loss position. For additional information, see Note 1 of our Notes to the Consolidated Financial Statements in our 2022 Annual Report on Form 10-K.
The following tables set forth, by level within the fair value hierarchy, our gross assets and gross liabilities and related offsetting of cash collateral and contractual netting rights as permitted by GAAP that were accounted for at fair value on a recurring basis for derivative instruments.
As of June 30, 2023
Level 1
Level 2
Level 3
Cash Collateral and Counterparty Netting (a)
Assets:
Commodity derivatives - Gas Utilities
1,054
(751
Liabilities:
495
(25
470
As of December 31, 2022
5,407
(4,290
1,117
11,455
(4,837
6,618
Pension and Postretirement Plan Assets
Fair value measurements also apply to the valuation of our pension and postretirement plan assets. Current accounting guidance requires employers to annually disclose information about the fair value measurements of their assets of a defined benefit pension or other postretirement plan. The fair value of these assets is presented in Note 13 to the Consolidated Financial Statements included in our 2022 Annual Report on Form 10-K.
Other Fair Value Measures
The carrying amount of cash and cash equivalents, restricted cash and equivalents and short-term borrowings approximates fair value due to their liquid or short-term nature. Cash, cash equivalents and restricted cash are classified in Level 1 in the fair value hierarchy. Notes payable consist of commercial paper borrowings and are not traded on an exchange; therefore, they are classified as Level 2 in the fair value hierarchy.
The following table presents the carrying amounts and fair values of financial instruments not recorded at fair value on the Consolidated Balance Sheets (in thousands) as of:
Carrying Amount
Fair Value
Long-term debt, including current maturities (a)
4,480,745
4,152,130
4,132,340
3,760,848
23
We record deferred gains (losses) in AOCI related to interest rate swaps designated as cash flow hedges, commodity contracts designated as cash flow hedges and the amortization of components of our defined benefit plans. Deferred gains (losses) for our commodity contracts designated as cash flow hedges are recognized in earnings upon settlement, while deferred gains (losses) related to our interest rate swaps are recognized in earnings as they are amortized.
The following table details reclassifications out of AOCI and into Net income. The amounts in parentheses below indicate decreases to Net income in the Consolidated Statements of Income for the period, net of tax (in thousands):
Amount Reclassified from AOCI
Location on the Consolidated Statements of Income
Gains and (losses) on cash flow hedges:
Commodity contracts
Income tax
Income tax expense
295
(81
911
(456
Total reclassification adjustments related to cash flow hedges, net of tax
(907
529
(2,954
1,695
Amortization of components of defined benefit plans:
Prior service cost
46
Actuarial gain (loss)
(43
(187
(87
(375
(165
(329
60
99
Total reclassification adjustments related to defined benefit plans, net of tax
(16
(44
Total reclassifications
(923
424
(2,998
1,465
Balances by classification included within AOCI, net of tax on the accompanying Consolidated Balance Sheets were as follows (in thousands):
Derivatives Designated as Cash Flow Hedges
Interest Rate Swaps
Commodity Derivatives
Employee Benefit Plans
(8,255
(1,200
(6,112
Other comprehensive income (loss)
before reclassifications
Amounts reclassified from AOCI
2,998
(7,156
(88
(6,068
As of December 31, 2021
(10,384
1,476
(11,176
230
(1,465
As of June 30, 2022
(9,373
(2,497
(10,946
Components of Net Periodic Expense
The components of net periodic expense were as follows (in thousands):
Defined Benefit Pension Plan
Supplemental Non-qualified Defined Benefit Plans
Non-pension Defined Benefit Postretirement Healthcare Plan
Service cost
614
982
770
(1,355
381
492
Interest cost
4,381
2,704
369
209
594
321
Expected return on plan assets
(4,672
(4,630
(55
(31
Net amortization of prior service costs
(17
(73
Recognized net actuarial loss
498
1,523
69
(3
Net periodic expense (benefit)
804
562
1,147
(1,077
927
725
1,228
1,964
1,684
(1,747
762
984
8,761
5,409
738
417
1,188
642
(9,344
(9,261
(111
(62
(34
(145
Recognized net actuarial loss (gain)
996
3,046
138
(6
32
1,607
1,124
2,438
(1,192
1,853
1,451
Plan Contributions
Contributions to the Defined Benefit Pension Plan are cash contributions made directly to the Pension Plan Trust account. Contributions to the Postretirement Healthcare and Supplemental Plans are made in the form of benefit payments. Contributions made in the first six months of 2023 and anticipated contributions for 2023 and 2024 are as follows (in thousands):
Contributions Made
Additional Contributions
Contributions
Anticipated for 2023
Anticipated for 2024
2,460
4,808
Supplemental Non-qualified Defined Benefit and Defined Contribution Plans
1,116
2,417
IRS Revenue Procedure 2023-15
On April 14, 2023, the IRS released Revenue Procedure 2023-15 “Amounts paid to improve tangible property.” The Revenue Procedure provides a safe harbor method of accounting that taxpayers may use to determine whether expenses to repair, maintain, replace, or improve natural gas transmission and distribution property must be capitalized. We are currently assessing the Revenue Procedure to determine its impact on our tax repairs deduction.
Income Tax Benefit (Expense) and Effective Tax Rates
Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022
Income tax benefit for the three months ended June 30, 2023 was $6.1 million compared to $0.7 million reported for the same period in 2022. For the three months ended June 30, 2023, the effective tax rate was (29.8)% compared to (1.9)% for the same period in 2022. The lower effective tax rate was primarily due to a $8.2 million tax benefit from a Nebraska income tax rate decrease compared to a $3.8 million benefit from a similar Nebraska tax rate decrease in 2022 and $2.3 million of lower wind PTCs driven by the March 2023 sale of Northern Iowa Windpower assets.
Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022
Income tax (expense) for the six months ended June 30, 2023 was $(8.6) million compared to $(13.8) million reported for the same period in 2022. For the six months ended June 30, 2023, the effective tax rate was 5.6% compared to 8.1% for the same period in 2022. The lower effective tax rate was primarily due to a $8.2 million tax benefit from a Nebraska income tax rate decrease compared to a $3.8 million benefit from a similar Nebraska tax rate decrease in 2022 and $3.0 million of lower wind PTCs driven by the March 2023 sale of Northern Iowa Windpower assets.
Our Chief Executive Officer, who is considered to be our CODM, reviews financial information presented on an operating segment basis for purposes of making decisions, allocating resources and assessing financial performance. Our CODM assesses the performance of our operating segments based on operating income.
We conduct our business operations through two operating segments: Electric Utilities and Gas Utilities. Certain unallocated corporate expenses that support our operating segments are presented as Corporate and Other. Our operating segments are equivalent to our reportable segments.
Segment information was as follows (in thousands):
Revenues:
External Customers
190,212
201,450
406,105
405,059
Inter-segment
2,861
2,929
5,677
5,858
Total Electric Utilities Revenue
221,071
272,745
926,337
892,706
1,649
1,424
3,299
2,855
Total Gas Utilities Revenue
Inter-segment eliminations
Total Revenues
Operating income (loss):
46,619
45,226
107,679
95,972
17,725
28,195
132,350
151,735
(828
(1,032
(1,630
(1,965
Total Operating Income
Total assets (net of inter-segment eliminations) as of:
3,914,037
3,929,721
5,252,521
5,578,282
242,537
110,227
Total assets
Accounts Receivable and Allowance for Credit Losses
Following is a summary of Accounts receivable, net included in the accompanying Consolidated Balance Sheets (in thousands) as of:
Billed Accounts Receivable
192,444
267,571
Unbilled Revenue
71,097
243,574
Less: Allowance for Credit Losses
(3,191
(2,953
Account Receivable, net
Changes to allowance for credit losses for the six months ended June 30, 2023 and 2022, respectively, were as follows (in thousands):
Balance at Beginning of Year
Additions Charged to Costs and Expenses
Recoveries and Other Additions
Write-offs and Other Deductions
Balance at June 30,
2,953
4,278
1,444
(5,484
3,191
2,113
4,239
1,266
(4,425
3,193
Materials, Supplies and Fuel
The following amounts by major classification are included in Materials, supplies and fuel on the accompanying Consolidated Balance Sheets (in thousands) as of:
Materials and supplies
101,854
99,734
Fuel - Electric Utilities
7,757
3,115
Natural gas in storage
26,923
104,572
Total materials, supplies and fuel
Accrued Liabilities
The following amounts by major classification are included in Accrued liabilities on the accompanying Consolidated Balance Sheets (in thousands) as of:
Accrued employee compensation, benefits and withholdings
62,031
62,890
Accrued property taxes
40,298
52,430
Customer deposits and prepayments
42,730
47,655
Accrued interest
40,715
33,798
Other (none of which is individually significant)
31,485
46,684
Total accrued liabilities
Except as described in Notes 2 and 5, there have been no events subsequent to June 30, 2023, which would require recognition in the consolidated financial statements or disclosures.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussions should be read in conjunction with the Notes contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2022 Form 10-K.
We are a customer-focused energy solutions provider with a mission of Improving Life with Energy for more than 1.3 million customers and 800+ communities we serve. Our vision to be the Energy Partner of Choice directs our strategy to invest in the safety, sustainability and growth of our eight-state service territory, including Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota and Wyoming, and to meet our essential objective of providing safe, reliable and cost-effective electricity and natural gas.
We conduct our business operations through two operating segments: Electric Utilities and Gas Utilities. Certain unallocated corporate expenses that support our operating segments are presented as Corporate and Other. We conduct our utility operations under the name Black Hills Energy predominantly in rural areas of the Rocky Mountains and Midwestern states. We consider ourself a domestic electric and natural gas utility company.
We have provided energy and served customers for 139 years, since the 1883 gold rush days in Deadwood, South Dakota. Throughout our history, the common thread that unites the past to the present is our commitment to serve our customers and communities. By being responsive and service focused, we can help our customers and communities thrive while meeting rapidly changing customer expectations.
Business Segment Recent Developments
Certain lines of business in which we operate are highly seasonal, and revenue from, and certain expenses for, such operations may fluctuate significantly among quarterly periods. Demand for electricity and natural gas is sensitive to seasonal cooling, heating and industrial load requirements. In particular, the normal peak usage season for our Electric Utilities is June through August while the normal peak usage season for our Gas Utilities is November through March. Significant earnings variances can be expected between the Gas Utilities segment’s peak and off-peak seasons. Due to this seasonal nature, our results of operations for the three and six months ended June 30, 2023 and 2022, and our financial condition as of June 30, 2023 and December 31, 2022, are not necessarily indicative of the results of operations and financial condition to be expected as of or for any other period or for the entire year.
Segment information does not include inter-segment eliminations and all amounts are presented on a pre-tax basis unless otherwise indicated. Minor differences in amounts may result due to rounding.
Interest expense, net
(41,521
(38,764
(85,025
(77,309
Total earnings per share of common stock, Diluted
Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022:
The variance to the prior year included the following:
Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022:
Segment Operating Results
A discussion of operating results from our business segments follows.
Non-GAAP Financial Measures
The following discussion includes financial information prepared in accordance with GAAP, as well as another financial measure, Electric and Gas Utility margin, that is considered a “non-GAAP financial measure.” Generally, a non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. Electric and Gas Utility margin (revenue less cost of sales) is a non-GAAP financial measure due to the exclusion of operation and maintenance expenses, depreciation and amortization expenses, and property and production taxes from the measure.
Electric Utility margin is calculated as operating revenue less cost of fuel and purchased power. Gas Utility margin is calculated as operating revenue less cost of natural gas sold. Our Electric and Gas Utility margin is impacted by the fluctuations in power and natural gas purchases and other fuel supply costs. However, while these fluctuating costs impact Electric and Gas Utility margin as a percentage of revenue, they only impact total Electric and Gas Utility margin if the costs cannot be passed through to our customers.
Our Electric and Gas Utility margin measure may not be comparable to other companies’ Electric and Gas Utility margin measures. Furthermore, this measure is not intended to replace operating income as determined in accordance with GAAP as an indicator of operating performance.
Operating results for the Electric Utilities were as follows (in thousands):
Variance
Revenue:
Electric - regulated
182,822
194,197
(11,375
389,523
389,921
(398
Other - non-regulated
10,251
10,182
22,259
20,995
1,264
Total revenue
(11,306
865
Cost of fuel and purchased power:
36,038
55,723
(19,685
90,688
107,202
(16,514
366
909
(543
1,132
1,840
(708
Total cost of fuel and purchased power
36,404
56,632
(20,228
91,820
109,042
(17,222
Electric Utility margin (non-GAAP)
156,669
147,747
8,922
319,962
301,875
18,087
74,219
69,000
5,219
141,373
138,669
Depreciation and amortization
35,831
33,521
2,310
70,910
67,234
3,676
110,050
102,521
7,529
212,283
205,903
6,380
1,393
11,707
Three Months Ended June 30, 2023, Compared to the Three Months Ended June 30, 2022:
Electric Utility margin increased as a result of the following:
(in millions)
Transmission services and off-system excess energy sales
4.2
New rates and rider recovery
Integrated Generation (a)
2.9
Weather
(2.4
8.9
Operations and maintenance expense increased primarily due to $3.8 million of higher generation expenses driven by planned outages and higher materials costs and $1.9 million of higher employee-related expenses.
Depreciation and amortization increased primarily due to a higher asset base driven by current year and prior year capital expenditures.
Six Months Ended June 30, 2023, Compared to the Six Months Ended June 30, 2022:
9.2
6.5
5.2
(2.2
Other
(0.6
18.1
Operations and maintenance expense increased primarily due to $6.2 million of higher mining and generation expenses driven by planned outages and higher fuel and materials costs and $5.4 million of higher employee-related expenses partially offset by a one-time $7.7 million gain on the planned sale of Northern Iowa Windpower assets. Other favorable variances, none of which were individually significant, comprised the remainder of the difference when compared to the same period in the prior year.
Operating Statistics
Revenue (in thousands)
Quantities Sold (MWh)
Residential
47,375
52,853
107,172
115,102
302,879
323,775
696,749
715,357
Commercial
63,530
68,756
125,602
133,109
498,239
509,830
1,009,029
1,000,248
Industrial
34,519
38,190
73,467
73,598
502,146
464,928
958,088
928,696
Municipal
4,204
4,992
8,471
9,567
37,571
40,240
73,337
75,545
Subtotal Retail Revenue - Electric
149,628
164,791
314,712
331,377
1,340,835
1,338,773
2,737,203
2,719,846
Contract Wholesale
3,206
4,339
8,610
10,262
118,344
150,645
263,135
332,852
Off-system/Power Marketing Wholesale
5,959
22,083
123,258
144,425
380,114
304,866
Other (a)
24,029
16,400
44,118
32,463
Total Regulated
1,582,437
1,633,843
3,380,452
3,357,564
Non-Regulated (b)
22,848
72,770
77,194
161,864
Total Revenue and Quantities Sold
1,605,285
1,706,613
3,457,646
3,519,428
Other Uses, Losses or Generation, net (c)
109,628
98,323
247,933
211,609
Total Energy
1,714,913
1,804,936
3,705,579
3,731,037
62,338
71,197
136,133
146,642
536,754
568,890
1,141,298
1,188,478
70,950
76,195
157,563
154,792
545,224
600,172
1,254,044
1,244,395
49,939
47,146
96,610
89,235
500,459
464,781
985,110
924,691
9,846
9,841
21,476
20,248
Quantities Generated and Purchased by Fuel Type (MWh)
Generated:
Coal
620,952
589,438
1,295,899
1,252,876
Natural Gas and Oil
451,237
262,157
952,303
558,579
Wind
150,622
244,456
381,346
498,024
Total Generated
1,222,811
1,096,051
2,629,548
2,309,479
Purchased:
Coal, Natural Gas, Oil and Other Market Purchases
421,037
608,045
910,853
1,196,205
71,065
100,840
165,178
225,353
Total Purchased
492,102
708,885
1,076,031
1,421,558
Total Generated and Purchased
Quantities Generated and Purchased (MWh)
120,374
112,117
280,575
197,548
447,492
367,936
1,011,536
823,541
215,169
225,720
445,731
430,318
439,776
390,278
891,706
858,072
128,359
255,969
325,983
556,366
104,333
248,625
261,305
445,688
246,165
185,932
455,958
376,737
13,245
18,359
32,785
42,767
Degree Days
Actual
Variance from Normal
Heating Degree Days:
588
(5)%
556
3,339
6%
3,271
5%
1,221
13%
4,481
3%
4,469
1,081
(9)%
1,159
(3)%
4,382
4,291
2%
Combined (a)
840
(6)%
904
4%
3,885
Cooling Degree Days:
131
(56)%
333
24%
(67)%
107
15%
(82)%
121
102%
75
(60)%
213
28%
Contracted generating facilities availability by fuel type (a)
Coal (b)
92.0%
82.1%
92.4%
86.3%
Natural gas and diesel oil
93.5%
95.1%
93.9%
95.2%
93.0%
93.8%
93.4%
94.7%
Total Availability
91.4%
92.7%
34.4%
39.8%
41.2%
40.9%
33
Operating results for the Gas Utilities were as follows (in thousands):
Natural gas - regulated
206,763
258,349
(51,586
881,536
854,807
26,729
15,957
15,821
136
48,100
40,755
7,345
(51,450
34,074
Cost of natural gas sold:
81,540
126,704
(45,164
535,646
510,416
25,230
3,415
5,040
(1,625
20,275
6,055
14,220
Total cost of natural gas sold
84,955
131,744
(46,789
555,921
516,471
39,450
Gas Utility margin (non-GAAP)
137,765
142,425
(4,660
373,715
379,090
(5,375
91,223
83,689
7,534
186,050
170,130
15,920
28,817
30,541
(1,724
55,315
57,225
(1,910
120,040
114,230
5,810
241,365
227,355
14,010
(10,470
(19,385
Gas Utility margin decreased as a result of the following:
Prior year true-up of Winter Storm Uri carrying costs (a)
(10.3
(0.7
Mark-to-market on non-utility natural gas commodity contracts
3.0
2.6
Residential growth and usage
0.8
(0.1
(4.7
Operations and maintenance expense increased primarily due to $6.0 million of higher employee-related expenses and $0.5 million of higher materials and outside services expenses.
Depreciation and amortization was comparable to the same period in the prior year.
(4.0
(2.9
7.8
Non-residential retail growth and demand
1.6
(0.5
(5.4
Operations and maintenance expense increased primarily due to $11.9 million of higher employee-related expenses and $3.1 million of higher materials and outside services expenses.
Quantities Sold and Transported (Dth)
116,577
143,127
545,153
519,171
7,596,797
8,523,755
37,532,381
40,338,005
44,278
61,182
226,801
219,824
4,058,186
4,499,245
18,062,258
19,130,948
7,109
16,875
16,308
26,113
1,408,612
2,150,532
2,447,045
3,315,115
2,804
2,300
4,248
5,072
Total Distribution
170,768
223,483
792,510
770,179
13,063,595
15,173,532
58,041,684
62,784,068
Transportation and Transmission
35,995
34,865
89,026
84,627
34,226,643
37,623,610
81,406,183
82,668,813
47,290,238
52,797,142
139,447,867
145,452,881
Non-regulated Services (a)
35,231
51,815
161,868
179,624
5,250,053
5,445,450
16,725,803
18,373,186
51,463
50,328
196,349
170,381
5,639,570
6,365,777
19,694,864
19,784,461
23,896
42,050
149,353
162,629
7,111,510
8,178,613
21,402,918
23,554,795
23,533
35,482
95,754
94,333
7,123,557
8,762,807
18,297,059
19,751,874
57,614
62,337
222,564
196,571
15,724,842
16,714,480
42,805,632
44,050,254
30,983
32,157
103,748
92,023
6,440,706
7,330,015
20,521,591
19,938,311
Heating Degree Days
Arkansas Gas (a)
278
(15)%
271
(18)%
1,944
2,370
900
817
(14)%
3,987
8%
3,763
583
(20)%
803
17%
3,830
Kansas Gas (a)
370
(2)%
2,743
3,020
516
(21)%
679
7%
3,570
(4)%
3,720
1%
1,149
1,326
9%
4,773
14%
4,598
Combined (b)
674
(10)%
768
3,870
3,933
35
Corporate and Other operating results were as follows (in thousands):
Operating (loss)
204
335
Operating loss was comparable to the same period in the prior year.
(2,757
(7,716
(3,103
(3,133
5,431
5,246
The increase in Interest expense, net was due to higher interest rates.
Other expense, net increased due to higher costs for our non-qualified benefit plans which were driven by market performance and higher non-service benefit plan costs primarily driven by higher discount rates.
Income tax benefit
Income tax benefit increased primarily due to lower pre-tax income and a lower effective tax rate. For the three months ended June 30, 2023, the effective tax rate was (29.8)% compared to (1.9)% for the same period in 2022. See Note 11 of the Condensed Notes to Consolidated Financial Statements for discussion of effective tax rate variances.
Other expense, net increased primarily due to higher costs for our non-qualified benefit plans which were driven by market performance and higher non-service benefit plan costs driven by higher discount rates.
Income tax (expense)
Income tax (expense) decreased primarily due to lower pre-tax income and a lower effective tax rate. For the six months ended June 30, 2023, the effective tax rate was 5.6% compared to 8.1% for the same period in 2022. See Note 11 of the Condensed Notes to Consolidated Financial Statements for discussion of effective tax rate variances.
There have been no material changes in Liquidity and Capital Resources from those reported in Item 7 of our 2022 Annual Report on Form 10-K except as described below.
CASH FLOW ACTIVITIES
The following tables summarize our cash flows for the six months ended June 30, 2023, (in thousands):
Operating Activities:
Cash earnings (net income plus non-cash adjustments)
287,792
296,002
(8,210
339,842
48,648
291,194
Accounts payable and accrued liabilities
(177,259
Regulatory assets and liabilities
58,384
325,152
152,833
172,319
Other operating activities
(1,068
163,041
Six Months Ended June 30, 2023, Compared to the Six Months Ended June 30, 2022
Net cash provided by operating activities was $163.0 million higher than the same period in 2022. The variance to the prior year was primarily attributable to:
Investing Activities:
Capital expenditures
32,064
13,949
Net cash used in investing activities was $46.0 million lower than the same period in 2022. The variance to the prior year was primarily attributable to:
Financing Activities:
(5,978
34,594
Short-term and long-term debt (repayments), net
(185,600
(100,470
(413
(6,777
(79,044
Net cash used in financing activities was $79.0 million higher than the same period in 2022. The variance to the prior year was primarily attributable to:
CAPITAL RESOURCES
See Recent Developments above and Note 5 of the Condensed Notes to Consolidated Financial Statements for recent updates on our shelf registration.
See Note 5 of the Condensed Notes to Consolidated Financial Statements for information on our Revolving Credit Facility and CP Program.
See Recent Developments above and Note 5 of the Condensed Notes to Consolidated Financial Statements for recent updates on our long-term debt.
Covenant Requirements
The Revolving Credit Facility and Wyoming Electric’s financing agreements contain covenant requirements. We were in compliance with these covenants as of June 30, 2023. See Note 5 of the Condensed Notes to Consolidated Financial Statements for more information.
See Recent Developments above and Note 5 of the Condensed Notes to Consolidated Financial Statements for recent updates regarding equity.
Future Financing Plans
We will continue to assess debt and equity needs to support our capital investment plans and other strategic objectives. We plan to fund our capital plan and strategic objectives by using cash generated from operating activities and various financing alternatives, which could include our Revolving Credit Facility, our CP Program, the issuance of common stock under our ATM program or in an opportunistic block trade. We plan to re-finance a portion of our $525 million, 4.25%, senior unsecured notes due November 30, 2023, at or before maturity date.
CREDIT RATINGS
After assessing the current operating performance, liquidity and credit ratings of the Company, management believes that the Company will have access to the capital markets at prevailing market rates for companies with comparable credit ratings.
The following table represents the credit ratings and outlook and risk profile of BHC at June 30, 2023:
Rating Agency
Senior Unsecured Rating
Outlook
S&P (a)
BBB+
Stable
Moody's (b)
Baa2
Fitch (c)
The following table represents the credit ratings of South Dakota Electric at June 30, 2023:
Senior Secured Rating
A
Fitch (b)
CAPITAL REQUIREMENTS
Capital Expenditures
Forecasted
Capital Expenditures by Segment
Six Months Ended June 30, 2023 (a)
2023 (b)
2024
2025
2026
2027
100
212
348
268
184
163
153
386
452
412
393
444
Incremental Projects (c)
256
615
819
700
Dividends
Dividends paid on our common stock totaled $83.1 million for the six months ended June 30, 2023, or $0.625 per share per quarter. On July 24, 2023, our board of directors declared a quarterly dividend of $0.625 per share payable September 1, 2023, equivalent to an annual dividend of $2.50 per share. The amount of any future cash dividends to be declared and paid, if any, will depend upon, among other things, our financial condition, funds from operations, the level of our capital expenditures, restrictions under our Revolving Credit Facility and our future business prospects.
Funding Status of Employee Benefit Plans
Based on the fair value of assets and estimated discount rate used to value benefit obligations as of June 30, 2023, we estimate the unfunded status of our employee benefit plans to be approximately $30 million compared to $35 million at December 31, 2022. We have implemented various de-risking strategies including lump sum buyouts, the purchase of annuities and the reduction of return-seeking assets over time to a more liability-hedged portfolio. As a result, recent capital markets volatility had a limited impact to our funded status and does not require interim re-measurement of our pension plan assets or defined benefit obligations.
40
A summary of our critical accounting estimates is included in our 2022 Annual Report on Form 10-K. There were no material changes made as of June 30, 2023.
Other than the pronouncements reported in our 2022 Annual Report on Form 10-K and those discussed in Note 1 of the Condensed Notes to Consolidated Financial Statements, there have been no new accounting pronouncements that are expected to have a material effect on our financial position, results of operations or cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our quantitative and qualitative disclosures about market risk previously disclosed in Item 7A of our 2022 Annual Report on Form 10-K.
ITEM 4. 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, as amended (the “Exchange Act”)) as of June 30, 2023. Based on their evaluation, they have concluded that our disclosure controls and procedures were effective at June 30, 2023.
Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
During the quarter ended June 30, 2023, there have been no changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS
For information regarding legal proceedings, see Note 3 in Item 8 of our 2022 Annual Report on Form 10-K.
ITEM 1A. RISK FACTORS
There are no material changes to the risk factors previously disclosed in Item 1A of Part I in our 2022 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table contains monthly information about our acquisitions of equity securities for the three months ended June 30, 2023:
Period
Total Number of Shares Purchased (a)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
April 1, 2023 - April 30, 2023
63.12
May 1, 2023 - May 31, 2023
755
66.14
June 1, 2023 - June 30, 2023
60.48
758
66.12
ITEM 4. MINE SAFETY DISCLOSURES
Information concerning mine safety violations or other regulatory matters required by Sections 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act is included in Exhibit 95.
ITEM 5. OTHER INFORMATION
None of our directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2023.
ITEM 6. EXHIBITS
Exhibits filed herewithin are designated by an asterisk (*). All exhibits not so designated are incorporated by reference to a prior filing, as indicated.
Exhibit Number
Description
3.2
Amended and Restated Bylaws of Black Hills Corporation dated April 24, 2023 (filed as Exhibit 3.2 to the Registrant's Form 8-K filed May 3, 2023).
10.1*
First Amendment to Fourth Amended and Restated Credit Agreement dated as of May 9, 2023 (relating to $750 million Revolving Credit Facility), among Black Hills Corporation, as Borrower, the financial institutions party thereto, as Banks, and U.S. Bank, National Association, as Administrative Agent.
10.2
Equity Distribution Sales Agreement dated June 16, 2023 among Black Hills Corporation and the several Agents named therein (filed as Exhibit 1.1 to the Registrant’s Form 8-K filed on June 20, 2023).
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
32.2*
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
95*
Mine Safety and Health Administration Safety Data.
101.INS*
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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 Exhibit 101)
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.
/s/ Linden R. Evans
Linden R. Evans, President and
Chief Executive Officer
/s/ Kimberly F. Nooney
Kimberly F. Nooney, Senior Vice President and
Chief Financial Officer
Dated:
August 3, 2023