Otter Tail - 10-Q quarterly report FY2022 Q2

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2022 or

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 0-53713

OTTER TAIL CORPORATION

(Exact name of registrant as specified in its charter)


Minnesota (State or other jurisdiction of incorporation or organization)			27-0383995 (I.R.S. Employer Identification No.)

215 South Cascade Street, Box 496, Fergus Falls, Minnesota (Address of principal executive offices)			56538-0496 (Zip Code)

Registrant's telephone number, including area code: 866-410-8780

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 Shares, par value $5.00 per share	OTTR	The Nasdaq Stock Market LLC

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 or a smaller reporting 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. (Check one):

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 ☐

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

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:

41,630,799 Common Shares ($5 par value) as of July 27, 2022.

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TABLE OF CONTENTS

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DEFINITIONS

The following abbreviations or acronyms are used in the text.

AGI

Advanced Grid Infrastructure Rider

OTC

Otter Tail Corporation

ARP

Alternative Revenue Program

OTP

Otter Tail Power Company

BTD

BTD Manufacturing, Inc.

NDDEQ

North Dakota Department of Environmental Quality

CIP

Conservation Improvement Program

PIR

Phase-In Rider

EPA

Environmental Protection Agency

PSLRA

Private Securities Litigation Reform Act of 1995

ESSRP

Executive Survivor and Supplemental Retirement Plan

PTC

Production Tax Credits

FERC

Federal Energy Regulatory Commission

PVC

Polyvinyl chloride

GCR

Generation Cost Recovery Rider

RHR

Regional Haze Rule

ISO

Independent System Operator

ROE

Return on equity

IRP

Integrated Resource Plan

RRR

Renewable Resource Rider

kwh

kilowatt-hour

SEC

Securities and Exchange Commission

Merricourt

Merricourt Wind Energy Center

T.O. Plastics

T.O. Plastics, Inc.

MISO

Midcontinent Independent System Operator, Inc.

TCR

Transmission Cost Recovery Rider

MPUC

Minnesota Public Utilities Commission


FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "PSLRA"). When used in this Form 10-Q and in future filings by Otter Tail Corporation (the "Company") with the Securities and Exchange Commission (SEC), in the Company’s press releases and in oral statements, words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” "future," "goal," “intend,” "likely," “may,” “outlook,” “plan,” “possible,” “potential,” "probable," "projected," “should,” "target," “will,” “would” or similar expressions are intended to identify forward-looking statements within the meaning of the PSLRA. Such statements are based on current expectations and assumptions and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. The Company’s risks and uncertainties include, among other things, uncertainty of the impact and duration of the COVID-19 pandemic, uncertainty of future investments and capital expenditures, rate base levels and rate base growth, long-term investment risk, seasonal weather patterns and extreme weather events, counterparty credit risk, future business volumes with key customers, reductions in our credit ratings, our ability to access capital markets on favorable terms, assumptions and costs relating to funding our employee benefit plans, our subsidiaries’ ability to make dividend payments, cyber security threats or data breaches, the impact of government legislation and regulation including foreign trade policy and environmental laws and regulations, the impact of climate change including compliance with legislative and regulatory changes to address climate change, operational and economic risks associated with our electric generating and manufacturing facilities, risks associated with energy markets, the availability and pricing of resource materials, inflation rates, attracting and maintaining a qualified and stable workforce, expectations regarding regulatory proceedings, and changing macroeconomic and industry conditions. These and other risks and uncertainties are more fully described in our filings with the SEC, including our most recently filed Annual Report on Form 10-K. Forward-looking statements speak only as of the date they are made, and we expressly disclaim any obligation to update any forward-looking information.

PART I. FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS

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OTTER TAIL CORPORATION

CONSOLIDATED BALANCE SHEETS (unaudited)


(in thousands, except share data)	June 30, 2022		December 31, 2021

Assets
Current Assets
Cash and Cash Equivalents	$	61,989	$	1,537
Receivables, net of allowance for credit losses	225,838		174,953
Inventories	146,964		148,490
Regulatory Assets	20,675		27,342
Other Current Assets	15,923		17,032
Total Current Assets	471,389		369,354
Noncurrent Assets
Investments	53,555		56,690
Property, Plant and Equipment, net of accumulated depreciation	2,149,919		2,124,605
Regulatory Assets	121,954		125,508
Intangible Assets, net of accumulated amortization	8,493		9,044
Goodwill	37,572		37,572
Other Noncurrent Assets	32,618		32,057
Total Noncurrent Assets	2,404,111		2,385,476
Total Assets	$	2,875,500	$	2,754,830

Liabilities and Shareholders' Equity
Current Liabilities
Short-Term Debt	$	—	$	91,163
Current Maturities of Long-Term Debt	29,996		29,983
Accounts Payable	133,287		135,089
Accrued Salaries and Wages	24,803		31,704
Accrued Taxes	22,037		19,245
Regulatory Liabilities	19,458		24,844
Other Current Liabilities	58,572		55,671
Total Current Liabilities	288,153		387,699
Noncurrent Liabilities
Pension Benefit Liability	51,783		73,973
Other Postretirement Benefits Liability	66,665		66,481
Regulatory Liabilities	235,456		234,430
Deferred Income Taxes	213,919		188,268
Deferred Tax Credits	16,288		16,661
Other Noncurrent Liabilities	62,994		62,527
Total Noncurrent Liabilities	647,105		642,340
Commitments and Contingencies (Note 9)
Capitalization
Long-Term Debt, net of current maturities	823,699		734,014
Shareholders' Equity
Common Shares: 50,000,000 shares authorized, $5 par value; 41,630,799 and 41,551,524 outstanding at June 30, 2022 and December 31, 2021	208,154		207,758
Additional Paid-In Capital	421,951		419,760
Retained Earnings	493,351		369,783
Accumulated Other Comprehensive Loss	(6,913)		(6,524)
Total Shareholders' Equity	1,116,543		990,777
Total Capitalization	1,940,242		1,724,791
Total Liabilities and Shareholders' Equity	$	2,875,500	$	2,754,830

See accompanying notes to consolidated financial statements.

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OTTER TAIL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (unaudited)


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

Operating Revenues
Electric	$	130,949	$	106,155	$	261,365	$	229,855
Product Sales	269,091		179,453		513,579		317,463
Total Operating Revenues	400,040		285,608		774,944		547,318
Operating Expenses
Electric Production Fuel	14,714		12,164		29,567		26,878
Electric Purchased Power	24,162		11,135		44,691		30,395
Electric Operating and Maintenance Expenses	42,379		36,729		86,659		78,150
Cost of Products Sold (excluding depreciation)	152,466		122,578		304,225		224,555
Other Nonelectric Expenses	17,252		15,669		34,457		29,362
Depreciation and Amortization	23,566		23,169		47,113		45,295
Electric Property Taxes	4,435		4,342		8,866		8,662
Total Operating Expenses	278,974		225,786		555,578		443,297
Operating Income	121,066		59,822		219,366		104,021
Other Income and Expense
Interest Charges	8,991		9,555		17,939		18,953
Nonservice Cost Components of Postretirement Benefits	(751)		624		(772)		1,006
Other Income (Expense), net	(889)		734		(629)		1,892
Income Before Income Taxes	111,937		50,377		201,570		85,954
Income Tax Expense	26,000		8,308		43,630		13,556
Net Income	$	85,937	$	42,069	$	157,940	$	72,398

Weighted-Average Common Shares Outstanding:
Basic	41,597		41,500		41,573		41,478
Diluted	41,944		41,818		41,907		41,759
Earnings Per Share:
Basic	$	2.07	$	1.01	$	3.80	$	1.75
Diluted	$	2.05	$	1.01	$	3.77	$	1.73

See accompanying notes to consolidated financial statements.

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OTTER TAIL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021

Net Income	$	85,937	$	42,069	$	157,940	$	72,398
Other Comprehensive Income (Loss):
Unrealized Loss on Available-for-Sale Securities, net of tax benefit of $20, $10, $81, and $20	(74)		(40)		(305)		(75)
Pension and Other Postretirement Benefits, net of tax benefit (expense) of $(37), $(50), $29, and $(103)	106		141		(84)		291
Total Other Comprehensive Income (Loss)	32		101		(389)		216
Total Comprehensive Income	$	85,969	$	42,170	$	157,551	$	72,614

See accompanying notes to consolidated financial statements.

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OTTER TAIL CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited)


(in thousands, except common shares outstanding)	Common Shares Outstanding	Par Value, Common Shares		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Shareholders' Equity

Balance, March 31, 2022	41,605,884	$	208,029	$	421,449	$	424,605	$	(6,945)	$	1,047,138

Stock Issued Under Share-Based Compensation Plans, net of shares withheld for employee taxes	24,915	125		(105)		—		—		20

Net Income	—	—		—		85,937		—		85,937
Other Comprehensive Income	—	—		—		—		32		32
Stock Compensation Expense	—	—		607		—		—		607
Common Dividends ($0.4125 per share)	—	—		—		(17,191)		—		(17,191)
Balance, June 30, 2022	41,630,799	$	208,154	$	421,951	$	493,351	$	(6,913)	$	1,116,543

Balance, March 31, 2021	41,510,455	$	207,552	$	416,707	$	271,999	$	(8,392)	$	887,866

Stock Issued Under Share-Based Compensation Plans, net of shares withheld for employee taxes	28,254	142		(123)		—		—		19
Stock Issued Under Dividend Reinvestment and Stock Purchase Plans, net of expenses and repurchased shares	—	—		(41)		—		—		(41)
Net Income	—	—		—		42,069		—		42,069
Other Comprehensive Income	—	—		—		—		101		101
Stock Compensation Expense	—	—		1,327		—		—		1,327
Common Dividends ($0.39 per share)	—	—		—		(16,218)		—		(16,218)
Balance, June 30, 2021	41,538,709	$	207,694	$	417,870	$	297,850	$	(8,291)	$	915,123

Balance, December 31, 2021	41,551,524	$	207,758	$	419,760	$	369,783	$	(6,524)	$	990,777

Stock Issued Under Share-Based Compensation Plans, net of shares withheld for employee taxes	79,275	396		(3,320)		—		—		(2,924)

Net Income	—	—		—		157,940		—		157,940
Other Comprehensive Loss	—	—		—		—		(389)		(389)
Stock Compensation Expense	—	—		5,511		—		—		5,511
Common Dividends ($0.825 per share)	—	—		—		(34,372)		—		(34,372)
Balance, June 30, 2022	41,630,799	$	208,154	$	421,951	$	493,351	$	(6,913)	$	1,116,543

Balance, December 31, 2020	41,469,879	$	207,349	$	414,246	$	257,878	$	(8,507)	$	870,966

Stock Issued Under Share-Based Compensation Plans, net of shares withheld for employee taxes	68,830	345		(1,833)		—		—		(1,488)
Stock Issued Under Dividend Reinvestment and Stock Purchase Plans, net of expenses and repurchased shares	—	—		(67)		—		—		(67)
Net Income	—	—		—		72,398		—		72,398
Other Comprehensive Income	—	—		—		—		216		216
Stock Compensation Expense	—	—		5,524		—		—		5,524
Common Dividends ($0.78 per share)	—	—		—		(32,426)		—		(32,426)
Balance, June 30, 2021	41,538,709	$	207,694	$	417,870	$	297,850	$	(8,291)	$	915,123

See accompanying notes to consolidated financial statements.

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OTTER TAIL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


	Six Months Ended June 30,
(in thousands)	2022		2021

Operating Activities
Net Income	$	157,940	$	72,398
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization	47,113		45,295
Deferred Tax Credits	(373)		(372)
Deferred Income Taxes	25,160		11,327
Discretionary Contribution to Pension Plan	(20,000)		(10,000)
Allowance for Equity Funds Used During Construction	(617)		(172)
Stock Compensation Expense	5,511		5,524
Other, Net	4,893		(2,864)
Changes in Operating Assets and Liabilities:
Receivables	(50,885)		(49,465)
Inventories	2,889		(10,859)
Regulatory Assets	5,604		5,753
Other Assets	3,240		(12,920)
Accounts Payable	1,933		16,905
Accrued and Other Liabilities	(3,394)		(468)
Regulatory Liabilities	(3,859)		(4,811)
Pension and Other Postretirement Benefits	475		3,303
Net Cash Provided by Operating Activities	175,630		68,574
Investing Activities
Capital Expenditures	(70,791)		(76,891)
Proceeds from Disposal of Noncurrent Assets	2,840		4,562
Cash Used for Investments and Other Assets	(5,944)		(4,074)
Net Cash Used in Investing Activities	(73,895)		(76,403)
Financing Activities
Net Borrowings (Repayments) on Short-Term Debt	(91,163)		46,960

Proceeds from Issuance of Long-Term Debt	90,000		—
Payments for Retirement of Long-Term Debt	—		(169)
Dividends Paid	(34,372)		(32,426)
Payments for Shares Withheld for Employee Tax Obligations	(2,942)		(1,507)
Other, net	(2,806)		(4,712)
Net Cash (Used in) Provided by Financing Activities	(41,283)		8,146
Net Change in Cash and Cash Equivalents	60,452		317
Cash and Cash Equivalents at Beginning of Period	1,537		1,163
Cash and Cash Equivalents at End of Period	$	61,989	$	1,480





Supplemental Disclosure of Noncash Investing Activities
Accrued Property, Plant and Equipment Additions	$	11,116	$	24,390

See accompanying notes to consolidated financial statements

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OTTER TAIL CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. Summary of Significant Accounting Policies

Overview

Otter Tail Corporation (OTC) and its subsidiaries (collectively, the "Company", "us", "our" or "we") form a diverse, multi-platform business consisting of a vertically integrated, regulated utility with generation, transmission and distribution facilities complemented by manufacturing businesses providing metal fabrication for custom machine parts and metal components, manufacturing of extruded and thermoformed plastic products, and manufacturing of polyvinyl chloride (PVC) pipe products. We classify our business into three segments: Electric, Manufacturing and Plastics.

Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the SEC for interim reporting. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles. In the opinion of management, we have included all adjustments, including normal recurring accruals, necessary for a fair presentation of the consolidated financial statements for the periods presented. The consolidated financial statements and condensed notes thereto should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Because of the seasonality of our businesses and other factors, the earnings for the three and six months ended June 30, 2022 should not be taken as an indication of earnings for all or any part of the balance of the current year or as an indication of earnings for future years.

Use of Estimates

We use estimates based on the best information available in recording transactions and balances resulting from business operations. As better information becomes available or actual amounts are known, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying consolidated statements of shareholders' equity and consolidated statements of cash flows to maintain consistency and comparability between periods presented. The reclassifications had no impact on previously reported shareholders' equity, net cash provided by operating activities, net cash used in investing activities, net cash (used in) provided by financing activities, or cash and cash equivalents.

2. Segment Information

We classify our business into three segments, Electric, Manufacturing and Plastics, consistent with our business strategy, organizational structure and our internal reporting and review processes used by our chief operating decision maker to make decisions regarding allocation of resources, to assess operating performance and to make strategic decisions.

Certain assets and costs are not allocated to our operating segments. Corporate operating costs include items such as corporate staff and overhead costs, the results of our captive insurance company and other items excluded from the measurement of operating segment performance. Corporate assets consist primarily of cash, prepaid expenses, investments and fixed assets. Corporate is not an operating segment, rather it is added to operating segment totals to reconcile to consolidated amounts.

Information for each segment and our unallocated corporate costs for the three and six months ended June 30, 2022 and 2021 are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021

Operating Revenue
Electric	$	130,949	$	106,155	$	261,365	$	229,855
Manufacturing	103,196		84,284		208,154		160,107
Plastics	165,895		95,169		305,425		157,356
Total	$	400,040	$	285,608	$	774,944	$	547,318
Net Income (Loss)
Electric	$	18,858	$	15,433	$	38,091	$	33,019
Manufacturing	7,555		5,705		11,639		11,089
Plastics	63,959		22,544		114,806		31,692
Corporate	(4,435)		(1,613)		(6,596)		(3,402)
Total	$	85,937	$	42,069	$	157,940	$	72,398

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The following provides the identifiable assets by segment and corporate assets as of June 30, 2022 and December 31, 2021:


(in thousands)	June 30, 2022		December 31, 2021

Identifiable Assets
Electric	$	2,309,245	$	2,283,776
Manufacturing	267,050		251,044
Plastics	201,724		162,565
Corporate	97,481		57,445
Total	$	2,875,500	$	2,754,830

3. Revenue

Presented below are our operating revenues to external customers, in total and by amounts arising from contracts with customers and alternative revenue program (ARP) arrangements, disaggregated by revenue source and segment for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021

Operating Revenues
Electric Segment
Retail: Residential	$	33,011	$	28,709	$	73,743	$	66,176
Retail: Commercial and Industrial	78,521		58,390		149,527		124,811
Retail: Other	2,071		1,888		3,972		3,706
Total Retail	113,603		88,987		227,242		194,693
Transmission	11,697		11,840		24,254		23,785
Wholesale	3,537		3,260		6,000		7,767
Other	2,112		2,068		3,869		3,610
Total Electric Segment	130,949		106,155		261,365		229,855
Manufacturing Segment
Metal Parts and Tooling	88,296		71,013		177,869		133,686
Plastic Products and Tooling	11,416		10,131		23,860		20,426
Scrap Metal Sales	3,484		3,140		6,425		5,995
Total Manufacturing Segment	103,196		84,284		208,154		160,107
Plastics Segment
PVC Pipe	165,895		95,169		305,425		157,356
Total Operating Revenue	400,040		285,608		774,944		547,318
Less: Non-contract Revenues Included Above
Electric Segment - ARP Revenues	(4,928)		(1,782)		(7,388)		(2,757)
Total Operating Revenues from Contracts with Customers	$	404,968	$	287,390	$	782,332	$	550,075

4. Select Balance Sheet Information

Receivables and Allowance for Credit Losses

Receivables as of June 30, 2022 and December 31, 2021 are as follows:


(in thousands)	June 30, 2022		December 31, 2021

Receivables
Trade	$	200,682	$	142,297
Other	7,143		10,591
Unbilled Receivables	19,770		23,901
Total Receivables	227,595		176,789
Less: Allowance for Credit Losses	(1,757)		(1,836)
Receivables, net of allowance for credit losses	$	225,838	$	174,953

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The following is a summary of activity in the allowance for credit losses for the six months ended June 30, 2022 and 2021:


(in thousands)	2022		2021

Beginning Balance, January 1	$	1,836	$	3,215
Additions Charged to Expense	382		284
Reductions for Amounts Written Off, Net of Recoveries	(461)		(773)
Ending Balance, June 30	$	1,757	$	2,726

Inventories

Inventories consist of the following as of June 30, 2022 and December 31, 2021:


(in thousands)	June 30, 2022		December 31, 2021

Raw Material, Fuel and Supplies	$	79,735	$	72,882
Work in Process	34,700		35,705
Finished Goods	32,529		39,903
Total Inventories	$	146,964	$	148,490

Investments

The following is a summary of our investments as of June 30, 2022 and December 31, 2021:


(in thousands)	June 30, 2022		December 31, 2021

Corporate-Owned Life Insurance Policies	$	37,502	$	41,078
Debt Securities	8,351		9,202
Money Market Funds	2,122		949
Mutual Funds	5,546		5,432
Other Investments	34		29
Total Investments	$	53,555	$	56,690

The amount of unrealized gains and losses on debt securities as of June 30, 2022 and December 31, 2021 was not material and no unrealized losses were deemed to be other-than-temporary. In addition, the amount of unrealized gains and losses on marketable equity securities still held as of June 30, 2022 and December 31, 2021 was not material.

Property, Plant and Equipment

Major classes of property, plant and equipment as of June 30, 2022 and December 31, 2021 include:


(in thousands)	June 30, 2022		December 31, 2021

Electric Plant
Electric Plant in Service	$	2,785,850	$	2,758,445
Construction Work in Progress	96,763		74,926
Total Gross Electric Plant	2,882,613		2,833,371
Less Accumulated Depreciation and Amortization	843,296		817,302
Net Electric Plant	2,039,317		2,016,069
Nonelectric Property, Plant and Equipment
Nonelectric Property, Plant and Equipment in Service	279,123		273,950
Construction Work in Progress	18,483		16,611
Total Gross Nonelectric Property, Plant and Equipment	297,606		290,561
Less Accumulated Depreciation and Amortization	187,004		182,025
Net Nonelectric Property, Plant and Equipment	110,602		108,536
Net Property, Plant and Equipment	$	2,149,919	$	2,124,605

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5. Regulatory Matters

Regulatory Assets and Liabilities

The following presents our current and long-term regulatory assets and liabilities as of June 30, 2022 and December 31, 2021 and the period we expect to recover or refund such amounts:


	Period of	June 30, 2022				December 31, 2021
(in thousands)	Recovery/Refund	Current		Long-Term		Current		Long Term

Regulatory Assets
Pension and Other Postretirement Benefit Plans1	Various	$	7,791	$	112,011	$	7,791	$	114,961
Alternative Revenue Program Riders2	Up to 2 years	4,695		5,370		11,889		5,564
Asset Retirement Obligations1	Asset lives	—		1,238		—		742

ISO Cost Recovery Trackers1	Up to 2 years	440		726		—		1,342
Unrecovered Project Costs1	Up to 5 years	356		1,136		2,136		1,455
Deferred Rate Case Expenses1	Various	477		943		607		1,131
Debt Reacquisition Premiums1	Up to 11 years	35		228		100		240
Fuel Clause Adjustments1	Up to 1 year	6,797		—		4,819		—
Other1	Various	84		302		—		73
Total Regulatory Assets		$	20,675	$	121,954	$	27,342	$	125,508
Regulatory Liabilities
Deferred Income Taxes	Asset lives	$	—	$	128,836	$	—	$	129,437
Plant Removal Obligations	Asset lives	8,544		101,458		8,306		101,595
Fuel Clause Adjustments	Up to 1 year	1,554		—		1,554		—
Alternative Revenue Program Riders	Various	3,371		5,104		5,772		3,336
Pension and Other Postretirement Benefit Plans	Up to 1 year	2,603		—		2,603		—


Derivative Instruments	Various	3,120		—		6,214		—
Other	Various	266		58		395		62
Total Regulatory Liabilities		$	19,458	$	235,456	$	24,844	$	234,430

1Costs subject to recovery without a rate of return.
2Amount eligible for recovery includes an incentive or rate of return.

Minnesota Rate Case

On November 2, 2020, OTP filed an initial request with the MPUC for an increase in revenue recoverable through base rates in Minnesota, and on December 3, 2020, the MPUC approved an interim annual rate increase of $6.9 million, or 3.2%, effective January 1, 2021.

On February 1, 2022, the MPUC issued its written order on final rates. The key provisions of the order included a revenue requirement of $209.0 million, based on a return on rate base of 7.18% and an allowed return on equity of 9.48% on an equity ratio of 52.5%. The order also authorized recovery of our remaining Hoot Lake Plant net asset over a five-year period and approved the requested decoupling mechanism for most residential and commercial customer rate groups with a cap of 4% of annual base revenues.

On May 12, 2022, OTP's final rate case compliance filing was approved by the MPUC. The filing included final revenue calculations, rate design and resulting tariff revisions, along with a determination of the interim rate refund, which resulted in an increase in revenues during the second quarter of 2022 of $4.1 million. Final rates took effect on July 1, 2022, and we anticipate interim rate refunds will be applied to customer bills in the third quarter of 2022.

6. Short-Term and Long-Term Borrowings

The following is a summary of our outstanding short- and long-term borrowings by borrower, OTC or Otter Tail Power (OTP), as of June 30, 2022 and December 31, 2021:

Short-Term Debt

The following is a summary of our lines of credit as of June 30, 2022 and December 31, 2021:

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			June 30, 2022						December 31, 2021
(in thousands)	Borrowing Limit		Amount Outstanding		Letters of Credit		Amount Available		Amount Available

OTC Credit Agreement	$	170,000	$	—	$	—	$	170,000	$	147,363
OTP Credit Agreement	170,000		—		7,844		162,156		88,315
Total	$	340,000	$	—	$	7,844	$	332,156	$	235,678

Long-Term Debt

The following is a summary of outstanding long-term debt by borrower as of June 30, 2022 and December 31, 2021:


					(in thousands)
Entity		Debt Instrument	Rate	Maturity	June 30, 2022		December 31, 2021

OTC		Guaranteed Senior Notes	3.55%	12/15/26	$	80,000	$	80,000
OTP		Series 2007B Senior Unsecured Notes	6.15%	08/20/22	30,000		30,000
OTP		Series 2007C Senior Unsecured Notes	6.37%	08/02/27	42,000		42,000
OTP		Series 2013A Senior Unsecured Notes	4.68%	02/27/29	60,000		60,000
OTP		Series 2019A Senior Unsecured Notes	3.07%	10/10/29	10,000		10,000
OTP		Series 2020A Senior Unsecured Notes	3.22%	02/25/30	10,000		10,000
OTP		Series 2020B Senior Unsecured Notes	3.22%	08/20/30	40,000		40,000
OTP		Series 2021A Senior Unsecured Notes	2.74%	11/29/31	40,000		40,000
OTP		Series 2007D Senior Unsecured Notes	6.47%	08/20/37	50,000		50,000
OTP		Series 2019B Senior Unsecured Notes	3.52%	10/10/39	26,000		26,000
OTP		Series 2020C Senior Unsecured Notes	3.62%	02/25/40	10,000		10,000
OTP		Series 2013B Senior Unsecured Notes	5.47%	02/27/44	90,000		90,000
OTP		Series 2018A Senior Unsecured Notes	4.07%	02/07/48	100,000		100,000
OTP		Series 2019C Senior Unsecured Notes	3.82%	10/10/49	64,000		64,000
OTP		Series 2020D Senior Unsecured Notes	3.92%	02/25/50	15,000		15,000
OTP		Series 2021B Senior Unsecured Notes	3.69%	11/29/51	100,000		100,000
OTP		Series 2022A Senior Unsecured Notes	3.77%	05/20/52	90,000		—
Total					$	857,000	$	767,000
Less:	Current Maturities, Net of Unamortized Debt Issuance Costs				29,996		29,983
	Unamortized Long-Term Debt Issuance Costs				3,305		3,003
Total Long-Term Debt, Net of Unamortized Debt Issuance Costs					$	823,699	$	734,014

On June 10, 2021, OTP entered into a Note Purchase Agreement pursuant to which OTP agreed to issue, in a private placement transaction, $230.0 million of senior unsecured notes consisting of (a) $40.0 million of 2.74% Series 2021A Senior Unsecured Notes due November 29, 2031, (b) $100.0 million of 3.69% Series 2021B Senior Unsecured Notes due November 29, 2051 and (c) $90.0 million of 3.77% Series 2022A Senior Unsecured Notes due May 20, 2052. In November 2021, OTP issued its Series 2021A and Series 2021B Notes for aggregate proceeds of $140.0 million, which were used to repay the Series 2011A Notes in full. In May 2022, OTP issued its Series 2022A Notes for proceeds of $90.0 million, which were used, in part, to repay short-term borrowings, fund capital expenditures, and for other general corporate purposes.

Financial Covenants

Certain of OTC's and OTP's short- and long-term debt agreements require the borrower, whether OTC or OTP, to maintain certain financial covenants, including a maximum debt to total capitalization ratio of 0.60 to 1.00, a minimum interest and dividend coverage ratio of 1.50 to 1.00, and a maximum level of priority indebtedness. As of June 30, 2022, OTC and OTP were in compliance with these financial covenants.

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7. Employee Postretirement Benefits

Pension Plan and Other Postretirement Benefits

The Company sponsors a noncontributory funded pension plan (the "Pension Plan"), an unfunded, nonqualified Executive Survivor and Supplemental Retirement Plan (the "ESSRP"), both accounted for as defined benefit pension plans, and a postretirement healthcare plan accounted for as an other postretirement benefit plan.

The following tables include the components of net periodic benefit cost of our defined benefit pension plans and other postretirement benefits for the three and six months ended June 30, 2022 and 2021:



	Three Months Ended June 30,
	Pension Benefits (Pension Plan)				Pension Benefits (ESSRP)				Postretirement Benefits
(in thousands)	2022		2021		2022		2021		2022		2021

Service Cost	$	1,644	$	1,865	$	49	$	46	$	334	$	431
Interest Cost	3,086		2,915		336		307		511		473
Expected Return on Assets	(5,921)		(5,589)		—		—		—		—
Amortization of Prior Service Cost	—		—		—		—		(1,434)		(1,434)
Amortization of Net Actuarial Loss	1,967		2,729		142		156		766		944
Net Periodic Benefit Cost	$	776	$	1,920	$	527	$	509	$	177	$	414

	Six Months Ended June 30,
	Pension Benefits (Pension Plan)				Pension Benefits (ESSRP)				Postretirement Benefits
(in thousands)	2022		2021		2022		2021		2022		2021

Service Cost	$	3,288	$	3,731	$	98	$	93	$	669	$	861
Interest Cost	6,172		5,830		671		614		1,021		946
Expected Return on Assets	(11,842)		(11,179)		—		—		—		—
Amortization of Prior Service Cost	—		—		—		—		(2,867)		(2,867)
Amortization of Net Actuarial Loss	3,933		5,457		284		311		1,532		1,887
Net Periodic Benefit Cost	$	1,551	$	3,839	$	1,053	$	1,018	$	355	$	827

The following table includes the impact of regulation on the recognition of periodic benefit cost arising from pension and other postretirement benefits for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021

Net Periodic Benefit Cost	$	1,480	$	2,843	$	2,959	$	5,684
Net Amount Amortized (Deferred) Due to the Effect of Regulation	(204)		123		324		7
Net Periodic Benefit Cost Recognized	$	1,276	$	2,966	$	3,283	$	5,691

We had no minimum funding requirements for our pension plan or any other postretirement benefit plans as of December 31, 2021, but made a discretionary contribution of $20.0 million to our Pension Plan in February 2022.

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8. Income Taxes

The reconciliation of the statutory federal income tax rate to our effective tax rate for each of the three and six months ended June 30, 2022 and 2021 is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021

Federal Statutory Rate	21.0	%	21.0	%	21.0	%	21.0	%
Increases (Decreases) in Tax from:
State Taxes on Income, Net of Federal Tax	5.0		5.0		5.0		5.0
Production Tax Credits (PTCs)	(4.2)		(6.3)		(4.3)		(6.8)
Amortization of Excess Deferred Income Taxes	—		(2.0)		(0.5)		(2.4)

North Dakota Wind Tax Credit Amortization, Net of Federal Tax	(0.1)		(0.3)		(0.2)		(0.3)
Corporate-Owned Life Insurance	0.9		(1.0)		0.6		(0.8)

Other, Net	0.6		0.1		—		0.1
Effective Tax Rate	23.2	%	16.5	%	21.6	%	15.8	%

9. Commitments and Contingencies

Commitments

Ashtabula III Purchase. On June 23, 2022, OTP exercised its option to acquire the Ashtabula III wind farm, a 62.4 megawatt wind farm located in eastern North Dakota, for $49.7 million, subject to certain closing adjustments. Since 2013, OTP has purchased the wind-generated electricity from the Ashtabula III wind farm pursuant to a purchase power agreement, and that agreement granted OTP the option to purchase the wind farm. The purchase is subject to certain customary closing conditions and regulatory approval. We anticipate the transaction will close in January 2023.

Contingencies

FERC ROE. In November 2013 and February 2015, customers filed complaints with the Federal Energy Regulatory Commission (FERC) seeking to reduce the return on equity (ROE) component of the transmission rates that Midcontinent Independent System Operator, Inc. (MISO) transmission owners, including OTP, may collect under the MISO tariff rate. FERC's most recent order, issued on November 19, 2020, adopted a revised ROE methodology and set the base ROE at 10.02% (10.52% with an adder) effective for the fifteen-month period from November 2013 to February 2015 and on a prospective basis beginning in September 2016. The order also dismissed any complaints covering the period from February 2015 to May 2016. The November 2020 opinion is subject to judicial review. We have deferred recognition and recorded a refund liability of $2.5 million as of June 30, 2022. This refund liability reflects our best estimate of required refunds to customers once all regulatory and judicial proceedings are completed.

Regional Haze Rule (RHR). The RHR was adopted in an effort to improve visibility in national parks and wilderness areas. The RHR requires states, in coordination with the Environmental Protection Agency (EPA) and other governmental agencies, to develop and implement plans to achieve natural visibility conditions. The second RHR implementation period covers the years 2018-2028. States are required to submit a state implementation plan to assess reasonable progress with the RHR and determine what additional emission reductions are appropriate, if any.

Coyote Station, OTP's jointly owned coal-fired power plant in North Dakota, is subject to assessment in the second implementation period under the North Dakota state implementation plan. The North Dakota Department of Environmental Quality (NDDEQ) has published a draft of its state implementation plan for public comment and held a public information session regarding the proposed plan. The draft plan concluded it is not reasonable to require additional emission controls during this planning period. The EPA has provided comments on the draft North Dakota state implementation plan in which it expressed disagreement with the NDDEQ's recommendation to forgo additional emission controls and has indicated that the current plan is not likely to be accepted. We anticipate the NDDEQ will file their proposed plan to the EPA for approval in August 2022.

We cannot predict with certainty the impact the state implementation plan may have on our business until the state implementation plan has been approved or otherwise acted on by the EPA. However, significant emission control investments could be required and the recovery of such costs from customers would require regulatory approval. Alternatively, investments in emission control equipment may prove to be uneconomic and result in the early retirement of or the sale of our interest in Coyote Station, subject to regulatory approval. We cannot estimate the ultimate financial effects such a retirement or sale may have on our consolidated operating results, financial position or cash flows, but such amounts could be material and the recovery of such costs in rates would be subject to regulatory approval.

Other Contingencies. We are party to litigation and regulatory matters arising in the normal course of business. We regularly analyze relevant information and, as necessary, estimate and record accrued liabilities for legal, regulatory enforcement and other matters in which a loss is probable of occurring and can be reasonably estimated. We believe the effect on our consolidated operating results, financial position and cash flows, if any, for the disposition of all matters pending as of June 30, 2022, other than those discussed above, will not be material.

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10. Stockholders' Equity

Registration Statements

On May 3, 2021, we filed a shelf registration statement with the SEC under which we may offer for sale, from time to time, either separately or together in any combination, equity, debt or other securities described in the shelf registration statement. No new debt or equity has been issued pursuant to the registration statement. The registration statement expires in May 2024.

On May 3, 2021, we filed a second registration statement with the SEC for the issuance of up to 1,500,000 common shares under an Automatic Dividend Reinvestment and a Share Purchase Plan, which provides shareholders, retail customers of OTP and other interested investors methods of purchasing our common shares, by reinvesting their dividends or making optional cash investments. Shares purchased under the plan may be newly issued common shares or common shares purchased on the open market. During the six months ended June 30, 2022, we issued 70,369 shares under this plan. We repurchased a sufficient number of shares on the open market to satisfy issuance under the plan; accordingly no proceeds from the issuance were received. As of June 30, 2022, there were 1,314,451 shares available for purchase or issuance under the plan. The registration statement expires in May 2024.

Dividend Restrictions

OTC is a holding company with no significant operations of its own. The primary source of funds for payments of dividends to our shareholders is from dividends paid or distributions made by our subsidiaries. As a result of certain statutory limitations or regulatory or financing agreements, the amount of distributions allowed to be made by our subsidiaries or the amount of dividends paid by OTC could be restricted. Both the OTC Credit Agreement and OTP Credit Agreement contain restrictions on the payment of cash dividends upon a default or event of default, including failure to maintain certain financial covenants. As of June 30, 2022, we were in compliance with these financial covenants.

Under the Federal Power Act, a public utility may not pay dividends from any funds properly included in a capital account. What constitutes “funds properly included in a capital account” is undefined in the Federal Power Act or the related regulations; however, the FERC has consistently interpreted the provision to allow dividends to be paid as long as i) the source of the dividends is clearly disclosed, ii) the dividend is not excessive and iii) there is no self-dealing on the part of corporate officials.

The Minnesota Public Utilities Commission (MPUC) indirectly limits the amount of dividends OTP can pay to OTC by requiring an equity-to-total-capitalization ratio between 48.0% and 58.7% based on OTP’s capital structure petition effective by order of the MPUC on January 26, 2022. As of June 30, 2022, OTP’s equity-to-total-capitalization ratio, including short-term debt, was 52.2% and its net assets restricted from distribution totaled approximately $714.4 million. Under the MPUC order, total capitalization for OTP cannot exceed $1.7 billion.

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11. Accumulated Other Comprehensive Income (Loss)

The following shows the changes in accumulated other comprehensive loss for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended June 30,
	2022								2021
(in thousands)	Pension and Other Postretirement Benefits			Net Unrealized Gains (Losses) on Available-for-Sale Securities			Total		Pension and Other Postretirement Benefits			Net Unrealized Gains (Losses) on Available-for-Sale Securities			Total
Balance, Beginning of Period	$	(6,727)		$	(218)		$	(6,945)	$	(8,566)		$	174		$	(8,392)
Other Comprehensive Loss Before Reclassifications, net of tax	—			(75)			(75)		—			(1)			(1)
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)	106		(1)	1		(2)	107		141		(1)	(39)		(2)	102
Total Other Comprehensive Income (Loss)	106			(74)			32		141			(40)			101
Balance, End of Period	$	(6,621)		$	(292)		$	(6,913)	$	(8,425)		$	134		$	(8,291)

	Six Months Ended June 30,
	2022								2021
(in thousands)	Pension and Other Postretirement Benefits			Net Unrealized Gains (Losses) on Available-for-Sale Securities			Total		Pension and Other Postretirement Benefits			Net Unrealized Gains (Losses) on Available-for-Sale Securities			Total
Balance, Beginning of Period	$	(6,537)		$	13		$	(6,524)	$	(8,716)		$	209		$	(8,507)
Other Comprehensive Loss Before Reclassifications, net of tax	—			(306)			(306)		—			(32)			(32)
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)	(84)		(1)	1		(2)	(83)		291		(1)	(43)		(2)	248
Total Other Comprehensive Income (Loss)	(84)			(305)			(389)		291			(75)			216
Balance, End of Period	$	(6,621)		$	(292)		$	(6,913)	$	(8,425)		$	134		$	(8,291)
(1) Included in the computation of net periodic pension and other postretirement benefit costs. See Note 7.
(2) Included in other income (expense), net on the accompanying consolidated statements of income.

12. Share-Based Payments

Stock Compensation Expense

Stock-based compensation expense arising from our employee stock purchase plan and share-based compensation plans, recognized within operating expenses in the consolidated statements of income, amounted to $0.6 million and $1.3 million for the three months ended June 30, 2022 and 2021, respectively, and $5.5 million for both the six months ended June 30, 2022 and 2021.

Restricted Stock Awards. We grant restricted stock awards to members of our Board of Directors and restricted stock units to certain key employees. The awards vest, depending on award type and recipient, either ratably over periods of three or four years or cliff vest after four years. Vesting is accelerated in certain circumstances, including on retirement.

The following is a summary of stock award activity for the six months ended June 30, 2022:


	Shares	Weighted Average Grant-Date Fair Value

Nonvested, January 1, 2022	138,093	$	44.48
Granted	51,286	59.95
Vested	(47,828)	45.25
Forfeited	—	—
Nonvested, June 30, 2022	141,551	$	49.83

The fair value of vested awards was $3.0 million and $2.1 million during the six months ended June 30, 2022 and 2021, respectively.

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Stock Performance Awards. Stock performance awards are granted to executive officers and certain other key employees. The awards vest at the end of a three-year performance period. The number of common shares awarded, if any, at the end of the performance period ranges from zero to 150% of the target amount based on two performance measures: i) total shareholder return relative to a peer group and ii) return on equity. Vesting of the awards is accelerated in certain circumstances, including on retirement. The amount of common shares awarded on an accelerated vesting is based either on actual performance at the end of the performance period or the amount of common shares earned at target.

The grant date fair value of stock performance awards granted during the six months ended June 30, 2022 and 2021 was determined using a Monte Carlo fair value simulation model incorporating the following assumptions:


	2022		2021

Risk-free interest rate	1.52	%	0.18	%
Expected term (in years)	3.00		3.00
Expected volatility	32.00	%	32.00	%
Dividend yield	2.90	%	3.60	%

The risk-free interest rate was derived from yields on U.S. government bonds of a similar term. The expected term of the award is equal to the three-year performance period. Expected volatility was estimated based on actual historical volatility of our common stock. Dividend yield was estimated based on historic and future yield estimates.

The following is a summary of stock performance award activity for the six months ended June 30, 2022 (share amounts reflect awards at target):


	Shares	Weighted Average Grant-Date Fair Value

Nonvested, January 1, 2022	189,600	$	42.54
Granted	55,800	54.91
Vested	(55,600)	43.30
Forfeited	—	—
Nonvested, June 30, 2022	189,800	$	45.95

The fair value of vested awards was $5.1 million and $2.5 million during the six months ended June 30, 2022 and 2021, respectively.

13. Earnings Per Share

The numerator used in the calculation of both basic and diluted earnings per common share is net income. The denominator used in the calculation of basic earnings per common share is the weighted average number of common shares outstanding during the period. The denominator used in the calculation of diluted earnings per common share is derived by adjusting basic shares outstanding for the dilutive effect of potential common shares outstanding, which consist of time and performance based stock awards and employee stock purchase plan shares.

The following includes the computation of the denominator for basic and diluted weighted-average shares outstanding for the three and six months ended June 30, 2022 and 2021:


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands)	2022	2021	2022	2021

Weighted Average Common Shares Outstanding – Basic	41,597	41,500	41,573	41,478
Effect of Dilutive Securities:
Stock Performance Awards	259	223	239	183
Restricted Stock Awards	85	75	94	80
Employee Stock Purchase Plan Shares and Other	3	20	1	18
Dilutive Effect of Potential Common Shares	347	318	334	281
Weighted Average Common Shares Outstanding – Diluted	41,944	41,818	41,907	41,759

The amount of shares excluded from diluted weighted-average common shares outstanding because such shares were anti-dilutive was not material for the three and six months ended June 30, 2022 and 2021.

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14. Derivative Instruments

OTP enters into derivative instruments to manage its exposure to future price variability and reduce volatility in prices for our retail customers. These derivative instruments are not designated as qualifying hedging transactions but provide for an economic hedge against future price variability. The instruments are recorded at fair value on the consolidated balance sheets. In accordance with rate-making and cost recovery processes, we recognize a regulatory asset or liability to defer losses or gains from derivative activity until settlement of the associated derivative instrument.

As of June 30, 2022, OTP had outstanding pay-fixed, receive-variable swap agreements with an aggregate notional amount of 156,800 megawatt-hours of electricity, which will be settled periodically throughout 2022 and 2023. As of June 30, 2022, the fair value of these derivative instruments was $3.1 million, which is included in other current assets, $0.1 million, which is included in other current liabilities, and $0.2 million, which is included in other noncurrent liabilities, on the consolidated balance sheets. As of December 31, 2021, the fair value of these types of derivative contracts was $6.2 million, which is included in other current assets. During the six months ended June 30, 2022, contracts matured and were settled in an aggregate amount of $2.8 million. There were no contracts settled during the three or six months ended June 30, 2021, and no contracts settled during the three months ended June 30, 2022.

15. Fair Value Measurements

The following tables present our assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 classified by the input method used to measure fair value:


(in thousands)	Level 1		Level 2		Level 3

June 30, 2022
Assets:
Investments:
Money Market Funds	$	2,122	$	—	$	—
Mutual Funds	5,546		—		—
Corporate Debt Securities	—		1,096		—
Government-Backed and Government-Sponsored Enterprises’ Debt Securities	—		7,255		—
Derivative Instruments	—		3,120		—
Total Assets	$	7,668	$	11,471	$	—
Liabilities:
Derivative Instruments	$	—	$	326	$	—
Total Liabilities	$	—	$	326	$	—

December 31, 2021
Assets:
Investments:
Money Market Funds	$	949	$	—	$	—
Mutual Funds	5,432		—		—
Corporate Debt Securities	—		1,333		—
Government-Backed and Government-Sponsored Enterprises’ Debt Securities	—		7,869		—
Derivative Instruments	—		6,214		—
Total Assets	$	6,381	$	15,416	$	—

Level 1 fair value measurements are based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

The level 2 fair value measurements for government-backed and government-sponsored enterprises and corporate debt securities are determined on the basis of valuations provided by a third-party pricing service which utilizes industry accepted valuation models and observable market inputs to determine valuation. Some valuations or model inputs used by the pricing service may be based on broker quotes.

The level 2 fair value measurements for derivative instruments are determined by using inputs such as forward electric commodity prices, adjusted for location differences. These inputs are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace.

In addition to assets recorded at fair value on a recurring basis, we also hold financial instruments that are not recorded at fair value in the consolidated balance sheets but for which disclosure of the fair value of these financial instruments is provided. The following reflects the carrying value and estimated fair value of these assets and liabilities as of June 30, 2022 and December 31, 2021:

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	June 30, 2022				December 31, 2021
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value

Assets:
Cash and Cash Equivalents	$	61,989	$	61,989	$	1,537	$	1,537
Total	61,989		61,989		1,537		1,537
Liabilities:
Short-Term Debt	—		—		91,163		91,163
Long-Term Debt	853,695		767,700		763,997		878,272
Total	$	853,695	$	767,700	$	855,160	$	969,435

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash Equivalents: The carrying amount approximates fair value because of the short-term maturity of those instruments.

Short-Term Debt: The carrying amount approximates fair value because the debt obligations are short-term and the balances outstanding are subject to variable rates of interest which reset frequently, a Level 2 fair value input.

Long-Term Debt: The fair value of long-term debt is estimated based on current market indications for borrowings of similar maturities, a Level 2 fair value input.

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ITEM 2.			MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our interim financial statements and the related notes appearing under Item 1 of this Quarterly Report on Form 10-Q, and our annual financial statements and the related notes along with the discussion and analysis of our financial condition and results of operations contained in our Annual Report on Form 10-K for the year ended December 31, 2021.

Otter Tail Corporation and its subsidiaries form a diverse group of businesses with operations classified into three segments: Electric, Manufacturing and Plastics. Our Electric segment business is a vertically integrated, regulated utility with generation, transmission and distribution facilities to serve our customers in western Minnesota, eastern North Dakota and northeastern South Dakota. Our Manufacturing segment provides metal fabrication for custom machine parts and metal components and manufactures extruded and thermoformed plastic products. Our Plastics segment manufactures PVC pipe for use in, among other applications, municipal and rural water, wastewater, and water reclamation projects.

STEEL AVAILABILITY AND PRICING

Steel is a key material input to BTD Manufacturing, Inc. (BTD), our metal fabrication business within our Manufacturing segment. Steel prices increased rapidly throughout 2021, peaking in the fourth quarter at historically high levels, and have been highly volatile in the first half of 2022 but began to decline at the end of the second quarter. The increase in steel prices has led to increased sale prices for our products at BTD as we passed along material cost increases to our customers. Consistent with steel prices, scrap metal prices also increased throughout 2021 and remained elevated in the first half of 2022, positively impacting our financial results during this period. While steel prices have recently declined, and are expected to moderate through the remainder of 2022, they are expected to remain above historical levels through the end of the year. Scrap metal prices are also expected to moderate throughout the rest of 2022.

PVC PIPE SUPPLY AND DEMAND CONDITIONS

PVC resin is the primary material input of the PVC pipe manufactured by our Plastics segment businesses. Resin supply disruptions throughout 2021, along with robust domestic and global demand for PVC resin, led to significantly increased resin prices. Supply disruptions for resin and other additives and ingredients used in the manufacturing process also resulted in reduced manufacturing of PVC pipe and low pipe inventories across the industry. This combination of disrupted raw material supply and the resulting low PVC pipe inventories along with robust demand for PVC pipe led to rapidly increasing sale prices for PVC pipe throughout 2021 and 2022. The increase in sale prices has outpaced the increase in PVC resin costs, leading to expanding gross profit margins. While PVC resin supplies have improved in 2022, the price of PVC resin has remained high, driven by rising feedstock prices related to energy supply disruptions, and the demand for PVC pipe has remained strong. PVC resin prices are now expected to start declining during the last half of 2022.

The unique market dynamics experienced by our Plastics segment businesses in 2021 and the first half of 2022 have resulted in a significant increase in earnings compared to prior periods. We currently expect earnings of our Plastics segment to remain elevated relative to historical levels through the end of 2022 and into 2023, but as the industry supply and demand conditions normalize we expect segment earnings to normalize beginning in 2024.

The marketplace dynamics impacting both our Manufacturing and Plastics segments are fluid and subject to change which may impact our operating results prospectively.


RESULTS OF OPERATIONS – QUARTER TO DATE

Provided below is a summary and discussion of our operating results on a consolidated basis followed by a discussion of the operating results of each of our segments: Electric, Manufacturing and Plastics. In addition to the segment results, we provide an overview of our Corporate costs. Our Corporate costs do not constitute a reportable segment but rather consist of unallocated general corporate expenses, such as corporate staff and overhead costs, the results of our captive insurance company and other items excluded from the measurement of segment performance. Corporate costs are added to operating segment totals to reconcile to totals on our consolidated statements of income.

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CONSOLIDATED RESULTS

The following table summarizes consolidated operating results for the three months ended June 30, 2022 and 2021:


(in thousands)	2022		2021		$ change		% change

Operating Revenues	$	400,040	$	285,608	$	114,432	40.1	%
Operating Expenses	278,974		225,786		53,188		23.6
Operating Income	121,066		59,822		61,244		102.4
Interest Charges	8,991		9,555		(564)		(5.9)
Nonservice Cost Components of Postretirement Benefits	(751)		624		(1,375)		(220.4)
Other Income (Expense)	(889)		734		(1,623)		(221.1)
Income Before Income Taxes	111,937		50,377		61,560		122.2
Income Tax Expense	26,000		8,308		17,692		213.0
Net Income	$	85,937	$	42,069	$	43,868	104.3	%

Operating Revenues increased $114.4 million primarily due to increases in PVC pipe sales prices within our Plastics segment. PVC pipe sale prices increased due to strong demand for PVC pipe products, limited PVC pipe inventories, and increases in the cost of resin. In our Electric segment, increased fuel recovery revenues, driven by higher fuel and purchased power costs, and increased commercial and industrial sales volumes contributed to higher operating revenues. Increased steel prices led to increased sales prices and operating revenues in our Manufacturing segment. See our segment disclosures below for additional discussion of items impacting operating revenues.

Operating Expenses increased $53.2 million primarily due to increased costs of products sold in our Plastics and Manufacturing segments due to increased raw material costs. Operating expenses in our Electric segment increased primarily due to increased purchased power costs and higher operating and maintenance expenses. See our segment disclosures below for additional discussion of items impacting operating expenses.

Interest Charges decreased $0.6 million due to a decrease in the interest rate on our $140.0 million of fixed-rate long-term debt that was refinanced in December 2021, and a lower level of average short-term borrowings outstanding in 2022 compared to 2021.

Nonservice Cost Components of Postretirement Benefits decreased $1.4 million primarily due to the amortization of actuarial gains resulting from the increase in the discount rates used to measure our pension benefit and postretirement benefit liabilities as of December 31, 2021.

Other Income decreased $1.6 million primarily due to investment losses on our corporate-owned life insurance policies and other investments during the second quarter of 2022 compared to investment gains in the same period of the previous year.

Income Tax Expense increased $17.7 million primarily due to increased income before income taxes. Our effective tax rate was 23.2% in the second quarter of 2022 and 16.5% in the second quarter of 2021. The increase in our effective tax rate was driven by an increase in our income before income taxes without a corresponding increase in tax credits and other permanent differences that impact our effective tax rate. See Note 8 to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding factors impacting our effective tax rate in 2022 and 2021.

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ELECTRIC SEGMENT RESULTS

The following table summarizes Electric segment operating results for the three months ended June 30, 2022 and 2021:


(in thousands)	2022		2021		$ change		% change

Retail Revenues	$	113,603	$	88,987	$	24,616	27.7	%
Transmission Services Revenues	11,697		11,840		(143)		(1.2)
Wholesale Revenues	3,537		3,260		277		8.5
Other Electric Revenues	2,112		2,068		44		2.1
Total Operating Revenues	130,949		106,155		24,794		23.4
Production Fuel	14,714		12,164		2,550		21.0
Purchased Power	24,162		11,135		13,027		117.0
Operating and Maintenance Expenses	42,379		36,729		5,650		15.4
Depreciation and Amortization	18,390		18,153		237		1.3
Property Taxes	4,435		4,342		93		2.1
Operating Income	$	26,869	$	23,632	$	3,237	13.7	%

	2022		2021		change		% change

Electric kilowatt-hour (kwh) Sales (in thousands)
Retail kwh Sales	1,286,419		1,086,631		199,788		18.4	%
Wholesale kwh Sales – Company Generation	56,514		104,151		(47,637)		(45.7)
Heating Degree Days	716		533		183		34.3
Cooling Degree Days	154		237		(83)		(35.0)

The operating results of our Electric segment are impacted by fluctuations in weather conditions and the resulting demand for electricity for heating and cooling. The following table shows heating and cooling degree days as a percent of normal for the three months ended June 30, 2022 and 2021.


	2022		2021

Heating Degree Days	135.1	%	101.1	%
Cooling Degree Days	129.4	%	206.1	%

The following table summarizes the estimated effect on diluted earnings per share of the difference in retail kwh sales under actual weather conditions and expected retail kwh sales under normal weather conditions in 2022 and 2021, and between years.


	2022 vs Normal		2022 vs 2021		2021 vs Normal

Effect on Diluted Earnings Per Share	$	0.03	$	—	$	0.03

Retail Revenues increased $24.6 million primarily due to the following:

•A $15.8 million increase in fuel recovery revenues primarily due to increased purchased power costs resulting from increased natural gas and market energy prices, increased purchased power volumes due to a planned outage at Coyote Station during the second quarter of 2022, and increased customer demand.

•A $5.2 million increase in retail sales volumes from commercial and industrial customers, primarily due to a new commercial customer load in North Dakota.

•A $4.1 million increase in interim rate revenue due to the finalization of the interim rate refund, as approved by the MPUC in the second quarter of 2022.

These increases were partially offset by a $0.9 million decrease in conservation improvement program (CIP) revenue as CIP spending, and related cost recovery, decreased compared to the previous year.

Production Fuel costs increased $2.6 million as a result of increased fuel cost per kwh, which was partially offset by a 21% decrease in kwhs generated from our fuel-burning plants due to our planned outage at Coyote Station and the retirement of Hoot Lake Plant in May 2021.

Purchased Power costs to serve retail customers increased $13.0 million due to a 64% increase in the price of purchased power per kwh, a 32% increase in the volume of purchased power resulting from the planned outage at Coyote Station, the retirement of Hoot Lake Plant and increased customer demand.

Operating and Maintenance Expense increased $5.7 million primarily due to a $3.0 million increase in maintenance costs from the planned outage at Coyote Station, higher labor costs arising from storm restoration work, and increased travel costs driven by higher fuel costs for our vehicle fleet

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and increased travel activities. These increased costs were partially offset by decreases in expenses related to our Minnesota rate case and lower CIP expenses compared to the previous year.

MANUFACTURING SEGMENT RESULTS

The following table summarizes Manufacturing segment operating results for the three months ended June 30, 2022 and 2021:


(in thousands)	2022		2021		$ change		% change

Operating Revenues	$	103,196	$	84,284	$	18,912	22.4	%
Cost of Products Sold (excluding depreciation)	78,515		62,725		15,790		25.2
Other Operating Expenses	9,890		9,735		155		1.6
Depreciation and Amortization	4,091		3,844		247		6.4
Operating Income	$	10,700	$	7,980	$	2,720	34.1	%

Operating Revenues increased $18.9 million primarily due to a $11.6 million increase in material costs at BTD, which are passed through to customers, as a result of higher steel prices. Steel prices were highly volatile in the second quarter of 2022 and were higher on average compared to the previous year, which resulted in increased revenues as we sold through high-priced inventory. Operating revenues also increased due to an 8% increase in sales volumes and price increases related to inflationary costs other than steel price increases being experienced across the business. Increases in sales prices at T.O. Plastics, due to strong customer demand in the horticulture sector, also contributed to the increase in operating revenues.

Cost of Products Sold increased $15.8 million primarily due to higher material costs and sales volumes at BTD. The increase in material costs was largely driven by increased steel prices as mentioned above. Cost of products sold at BTD was positively impacted by favorable cost absorption in the second quarter of 2022 compared to the prior year. Increased material costs, partially offset by decreased net freight costs, at T.O. Plastics also contributed to the increase in cost of products sold.

PLASTICS SEGMENT RESULTS

The following table summarizes Plastics segment operating results for the three months ended June 30, 2022 and 2021:


(in thousands)	2022		2021		$ change		% change

Operating Revenues	$	165,895	$	95,169	$	70,726	74.3	%
Cost of Products Sold (excluding depreciation)	73,951		59,853		14,098		23.6
Other Operating Expenses	4,340		3,674		666		18.1
Depreciation and Amortization	1,043		1,112		(69)		(6.2)
Operating Income	$	86,561	$	30,530	$	56,031	183.5	%

Operating Revenues increased $70.7 million primarily due to an 86% increase in the price per pound of PVC pipe sold. PVC pipe sale prices increased due to strong demand for PVC pipe products, limited PVC pipe inventories, and increases in the cost of resin. The supply and demand market conditions in the second quarter of 2022 were a continuation of the unique market dynamics experienced throughout 2021. Throughout 2021 and the first half of 2022, we, along with other PVC pipe manufacturers, experienced various supply constraints, affecting the availability of PVC resin, additives or other ingredients used to make PVC pipe, which prevented us and others from being able to build inventory levels. Sales volumes decreased 6% in the second quarter of 2022 compared to the prior year.

Cost of Products Sold increased $14.1 million primarily due to increased PVC resin and other input material costs, which increased 30% due to the market conditions described above. Labor, freight and various non-resin material costs also increased from the previous year.

Other Operating Expenses increased $0.7 million due to increased incentive compensation costs and sales commissions, which increased as a result of increased operating revenues and earnings compared to the previous year.

CORPORATE COSTS

The following table summarizes Corporate operating results for the three months ended June 30, 2022 and 2021:


(in thousands)	2022		2021		$ change		% change

Other Operating Expenses	$	3,022	$	2,260	$	762	33.7	%
Depreciation and Amortization	42		60		(18)		(30.0)
Operating Loss	$	3,064	$	2,320	$	744	32.1	%

Other Operating Expenses increased $0.8 million primarily due to increased employee benefit expenses related to increases in our estimated health insurance claim costs, partially offset by decreases in stock and incentive compensation costs, which were impacted by the amount and timing of current year earnings compared to last year.

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RESULTS OF OPERATIONS – YEAR TO DATE

CONSOLIDATED RESULTS

The following table summarizes consolidated operating results for the six months ended June 30, 2022 and 2021:


(in thousands)	2022		2021		$ change		% change

Operating Revenues	$	774,944	$	547,318	$	227,626	41.6	%
Operating Expenses	555,578		443,297		112,281		25.3
Operating Income	219,366		104,021		115,345		110.9
Interest Charges	17,939		18,953		(1,014)		(5.4)
Nonservice Cost Components of Postretirement Benefits	(772)		1,006		(1,778)		(176.7)
Other Income	(629)		1,892		(2,521)		(133.2)
Income Before Income Taxes	201,570		85,954		115,616		134.5
Income Tax Expense	43,630		13,556		30,074		221.9
Net Income	$	157,940	$	72,398	$	85,542	118.2	%

Operating Revenues increased $227.6 million primarily due to higher PVC pipe prices within our Plastics segment and increased volumes and material costs, leading to higher sales prices, in our Manufacturing segment. Increased retail revenues within our Electric segment due to increased fuel recovery revenues and increased sales volumes with commercial and industrial customers also contributed to the higher operating revenues in 2022. See our segment disclosures below for additional discussion of items impacting operating revenues.

Operating Expenses increased $112.3 million primarily due to increased costs of products sold in our Plastics and Manufacturing segments primarily due to higher raw material costs. Operating expenses in our Electric segment increased primarily from higher purchased power costs due to an increase in the volume of purchased power, and higher operating and maintenance expenses, due to increased outage and storm restoration costs. See our segment disclosures below for additional discussion of items impacting operating expenses.

Interest Charges decreased $1.0 million due to a lowering of our average interest rate on our long-term debt as a result of refinancing activity in 2021 and 2022, and a decrease in our average short-term borrowings compared to the previous year.

Nonservice Cost Components of Postretirement Benefits decreased $1.8 million primarily due to the amortization of actuarial gains resulting from the increase in the discount rates used to measure our pension benefit and postretirement benefit liabilities as of December 31, 2021.

Other Income decreased $2.5 million primarily due to investment losses on our corporate-owned life insurance policies and other investments during the six months ended June 30, 2022 compared to investment gains in the same period of the previous year.

Income Tax Expense increased $30.1 million primarily due to increased income before income taxes. Our effective tax rate was 21.6% in 2022 and 15.8% in the previous year. The increase in our effective tax rate was driven by an increase in our income before income taxes without a corresponding increase in tax credits and other permanent differences that impact our effective tax rate. See Note 8 to our consolidated financial statements included in the report on Form 10-Q for additional information regarding factors impacting our effective tax rate.

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ELECTRIC SEGMENT RESULTS

The following table summarizes Electric segment operating results for the six months ended June 30, 2022 and 2021:


(in thousands)	2022		2021		$ change		% change

Retail Revenues	$	227,242	$	194,693	$	32,549	16.7	%
Transmission Services Revenues	24,254		23,785		469		2.0
Wholesale Revenues	6,000		7,767		(1,767)		(22.8)
Other Electric Revenues	3,869		3,610		259		7.2
Total Operating Revenues	261,365		229,855		31,510		13.7
Production Fuel	29,567		26,878		2,689		10.0
Purchased Power	44,691		30,395		14,296		47.0
Operating and Maintenance Expenses	86,659		78,150		8,509		10.9
Depreciation and Amortization	36,772		35,461		1,311		3.7
Property Taxes	8,866		8,662		204		2.4
Operating Income	$	54,810	$	50,309	$	4,501	8.9	%

	2022		2021		change		% change
Electric kilowatt-hour (kwh) Sales (in thousands)
Retail kwh Sales	2,801,716		2,435,150		366,566		15.1	%
Wholesale kwh Sales – Company Generation	122,701		184,574		(61,873)		(33.5)
Heating Degree Days	4,537		3,611		926		25.6
Cooling Degree Days	154		237		(83)		(35.0)


	2022		2021

Heating Degree Days	114.9	%	91.0	%
Cooling Degree Days	129.4	%	206.1	%


	2022 vs Normal		2022 vs 2021		2021 vs Normal

Effect on Diluted Earnings Per Share	$	0.07	$	0.07	$	—

Retail Revenues increased $32.5 million primarily due to the following:

•A $19.4 million increase in fuel recovery revenues primarily due to increased purchased power costs due to higher purchased power volumes due to a planned outage at Coyote Station during the second quarter of 2022, along with increased customer demand and a decrease in credits provided to retail customers from decreased margins recognized on wholesale sales.

•A $7.4 million increase in retail sales volumes from commercial and industrial customers, primarily due to a new commercial customer load in North Dakota.

•A $4.2 million increase in revenues from the favorable impact of weather in the first six months of 2022 compared to the same period last year.

Increased interim rate revenue due to the finalization of the interim rate refund, as approved by the MPUC in the second quarter of 2022, along with increased transmission rider revenue also benefited retail revenues in the first six months of 2022. These increases were partially offset by a decrease in CIP revenue as a result of decreased CIP spending and related cost recovery.

Production Fuel costs increased $2.7 million due to increased fuel cost per kwh, which was partially offset by an 18% decrease in kwhs generated from our fuel-burning plants due to our planned outage at Coyote Station in 2022 and the retirement of Hoot Lake Plant in May 2021.

Purchased Power costs to serve retail customers increased $14.3 million primarily from a 46% increase in the volume of purchased power resulting from the planned outage at Coyote Station, the retirement of Hoot Lake Plant and increased customer demand.

Operating and Maintenance Expense increased $8.5 million, primarily due to a $3.4 million increase in maintenance costs from the planned outage at Coyote Station, increased transmission tariff expense from increased transmission volumes, higher labor costs arising from storm restoration

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work, and increased travel costs driven by higher fuel costs for our vehicle fleet and increased travel activities. Partially offsetting these increases were lower CIP expenses compared to the previous year and a decrease in expenses from our Minnesota rate case compared to 2021.

MANUFACTURING SEGMENT RESULTS

The following table summarizes Manufacturing segment operating results for the six months ended June 30, 2022 and 2021:


(in thousands)	2022		2021		$ change		% change

Operating Revenues	$	208,154	$	160,107	$	48,047	30.0	%
Cost of Products Sold (excluding depreciation)	164,676		119,036		45,640		38.3
Other Operating Expenses	18,736		17,946		790		4.4
Depreciation and Amortization	8,105		7,601		504		6.6
Operating Income	$	16,637	$	15,524	$	1,113	7.2	%

Operating Revenues increased $48.0 million primarily due to a $41.0 million increase in material costs at BTD, which are passed through to customers, as a result of higher steel prices. Steel prices have been highly volatile in 2022 and were higher on average compared to the previous year, which resulted in increased revenues as we sold through high-priced inventory. Operating revenues also increased due to a 2% increase in sales volumes and price increases related to inflationary costs being experienced across the business. Increases in sales prices and volumes at T.O. Plastics, primarily due to strong customer demand in the horticulture sector, also contributed to the increase in operating revenues.

Cost of Products Sold increased $45.6 million primarily due to higher material costs and sales volumes at BTD. The increase in material cost was largely driven by increased steel prices as mentioned above. Cost of products sold at BTD was positively impacted by favorable cost absorption in the first six months of 2022 compared to the prior year. Increased sales volumes and material costs, partially offset by decreased net freight costs, at T.O. Plastics also contributed to the increase in cost of products sold.

PLASTICS SEGMENT RESULTS

The following table summarizes Plastics segment operating results for the six months ended June 30, 2022 and 2021:


(in thousands)	2022		2021		$ change		% change

Operating Revenues	$	305,425	$	157,356	$	148,069	94.1	%
Cost of Products Sold (excluding depreciation)	139,549		105,519		34,030		32.3
Other Operating Expenses	8,304		6,619		1,685		25.5
Depreciation and Amortization	2,150		2,102		48		2.3
Operating Income	$	155,422	$	43,116	$	112,306	260.5	%

Operating Revenues increased $148.1 million, primarily due to a 101% increase in the price per pound of PVC pipe sold. As discussed above, PVC pipe sale prices increased due to strong demand for PVC pipe products, limited PVC pipe inventories, and increases in the cost of resin. Resin and other material input supply constraints impacted our production and sales volumes were down 4% compared to the previous year.

Cost of Products Sold increased $34.0 million primarily due to increased PVC resin and other input costs, which increased 38% due to the market conditions described above. Labor, freight and various non-resin material costs also increased from the previous year.

Other Operating Expenses increased $1.7 million primarily due to increased incentive compensation costs and sales commissions, which increased as a result of increased operating revenues and earnings compared to the previous year.

CORPORATE COSTS

The following table summarizes Corporate operating results for the six months ended June 30, 2022 and 2021:


(in thousands)	2022		2021		$ change		% change

Other Operating Expenses	$	7,417	$	4,797	$	2,620	54.6	%
Depreciation and Amortization	86		131		(45)		(34.4)
Operating Loss	$	7,503	$	4,928	$	2,575	52.3	%

Other Operating Expenses increased $2.6 million primarily due to increased incentive compensation costs, based on the current year financial and operating performance, increased employee benefit expenses related to increases in our estimated health insurance claim costs, and increased travel costs.

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REGULATORY RATE MATTERS

The following provides a summary of general rate case filings, rate rider filings and other regulatory filings that have or are expected to have a material impact on our operating results, financial position or cash flows.

GENERAL RATES

Minnesota Rate Case: On November 2, 2020, OTP filed an initial request with the MPUC for an increase in revenue recoverable through base rates in Minnesota, and on December 3, 2020, the MPUC approved an interim annual rate increase of $6.9 million, or 3.2%, effective January 1, 2021.

RATE RIDERS

The following table includes a summary of pending and recently concluded rate rider proceedings:

Recovery

Filing

Amount

Effective

Mechanism

Jurisdiction

Status

Date

(in millions)

Date

Notes

CIP - 2022

Requested

04/01/22

10.8

10/01/22

Includes recovery of energy conservation improvement costs as well as a demand side management financial incentive.

CIP - 2021

Approved

04/01/21

9.4

12/01/21

Includes recovery of energy conservation improvement costs as well as a demand side management financial incentive.

TCR - 2021

Approved

11/23/21

7.2

08/01/22

Includes recovery of two new transmission projects.

RRR - 2021

Approved

12/06/21

7.0

08/01/22

Includes return on Hoot Lake Solar construction costs and costs associated with the acquisition of the Ashtabula III wind farm.

RRR - 2021

Approved

03/07/21

11.8

04/01/21

Includes recovery of Merricourt investment and operating costs.

RRR - 2022

Approved

01/05/22

7.8

04/01/22

Includes Merricourt recovery, the proposed purchase of Ashtabula III and credits related to deferred taxes and production tax credits.

TCR - 2021

Approved

09/15/21

6.1

01/01/22

Includes recovery of three new transmission projects/programs.

TCR - 2020

Approved

11/18/20

5.6

01/01/21

Includes recovery of eight new transmission projects.

GCR - 2021

Approved

03/01/21

5.2

07/01/21

Includes recovery of Astoria Station, net of anticipated savings associated with the retirement of Hoot Lake Plant.

GCR - 2022

Approved

03/01/22

3.3

07/01/22

Annual update to generation cost recovery rider.

AGI - 2022

Requested

07/08/22

3.1

01/01/23

Includes recovery of the Advanced Metering Infrastructure, Outage Management System and Demand Response projects.

PIR - 2022

Requested

06/01/22

3.0

09/01/22

Includes recovery of the Ashtabula III wind farm purchase and the Advanced Grid Infrastructure project.

TCR - 2020

Approved

01/29/20

2.3

03/02/20

Annual update to transmission cost recovery rider.

TCR - 2022

Approved

10/29/21

2.2

03/01/22

Annual update to transmission cost recovery rider.

TCR - 2021

Approved

02/19/21

2.2

03/01/21

Includes recovery of two new transmission projects.

INTEGRATED RESOURCE PLAN

On September 1, 2021, OTP filed its 2022 Integrated Resource Plan (2022 IRP) concurrently with regulators in the three states where OTP operates, Minnesota, North Dakota and South Dakota. The 2022 IRP includes OTP’s preferred plan for meeting customers’ anticipated capacity and energy needs while maintaining system reliability and low electric service rates.

The components of OTP's preferred plan include:

–the addition of dual fuel capability at our Astoria Station natural gas plant;

–the addition of 150 megawatts of solar generation in 2025;

–the addition of 100 megawatts of wind generation in 2027;

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–the commencement of the process of withdrawing from our 35 percent ownership interest in Coyote Station, a jointly owned, coal-fired generation plant, by December 31, 2028; and

–the addition of 50 megawatts of solar generation in 2033.

Although the 2022 IRP includes planned actions beyond 2026, regulators will not act on or approve planned actions in periods beyond 2026 as part of our 2022 IRP filing.

Subject to regulatory approval, the preferred plan proposes to create a regulatory asset as a vehicle to recover costs related to a future withdrawal from Coyote Station, including the net book value of the plant on the withdrawal date, anticipated decommissioning costs and any required costs incurred as a result of an early termination of the existing lignite sales agreement, under which Coyote Station acquires all of its lignite coal from a nearby mine. As part of the filing, OTP developed an estimate of the reasonably foreseeable costs of withdrawing from Coyote Station at the end of 2028 of $68.5 million. These costs may differ from actual results due to the uncertainty and timing of future events associated with the terms and conditions of a withdrawal.

We currently anticipate the MPUC, barring any delays in the procedural schedule, will hold deliberations and render a decision on the IRP in the first quarter of 2023. As of June 30, 2022, the North Dakota Public Service Commission has not established a procedural schedule for the 2022 IRP.


LIQUIDITY

LIQUIDITY OVERVIEW

We believe our financial condition is strong and our cash, other liquid assets, operating cash flows, existing lines of credit, access to capital markets and borrowing ability, because of investment-grade credit ratings, when taken together provide us ample liquidity to conduct our business operations, fund our short-term and long-term capital expenditure plans and satisfy our obligations as they become due. Our liquidity, including our operating cash flows and access to capital markets, can be impacted by macroeconomic factors outside of our control, including higher interest rates and debt capital costs and diminished credit availability. In addition, our liquidity could be impacted by non-compliance with certain financial covenants under our various debt instruments. As of June 30, 2022, we were in compliance with all financial covenants (see the Financial Covenants section under Capital Resources below).

The following table presents the status of our lines of credit as of June 30, 2022 and December 31, 2021:


			2022						2021
(in thousands)	Borrowing Limit		Amount Outstanding		Letters of Credit		Amount Available		Amount Available

OTC Credit Agreement	$	170,000	$	—	$	—	$	170,000	$	147,363
OTP Credit Agreement	170,000		—		7,844		162,156		88,315
Total	$	340,000	$	—	$	7,844	$	332,156	$	235,678

We have an internal risk tolerance metric to maintain a minimum of $50 million of liquidity under the OTC Credit Agreement. Should additional liquidity be needed, this agreement includes an accordion feature allowing us to increase the amount available to $290 million, subject to certain terms and conditions. The OTP Credit Agreement also includes an accordion feature allowing OTP to increase that facility to $250 million, subject to certain terms and conditions.

CASH FLOWS

The following is a discussion of our cash flows for the six months ended June 30, 2022 and 2021:


(in thousands)	2022		2021

Net Cash Provided by Operating Activities	$	175,630	$	68,574

Net Cash Provided by Operating Activities increased $107.1 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The increase in cash provided by operating activities was primarily the result of increased earnings during the year, which was largely due to earnings from our Plastics segment. The increase in earnings and a decrease in working capital needs were partially offset by an increase in our discretionary contributions to our pension plan, which was $20.0 million during the six months ended June 30, 2022, compared to a contribution of $10.0 million during the six months ended June 30, 2021.


(in thousands)	2022		2021

Net Cash Used in Investing Activities	$	73,895	$	76,403

Net Cash Used in Investing Activities decreased $2.5 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The decrease in cash used in investing activities was primarily due to a lower amount of Electric segment capital investment activity in the second quarter of 2022 compared to the previous year.

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(in thousands)	2022		2021

Net Cash (Used in) Provided by Financing Activities	$	(41,283)	$	8,146

Net Cash (Used in) Provided by Financing Activities decreased $49.4 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021, primarily as a result of a decrease in financing needs given the increase in cash provided by operating activities. Financing activities for the six months ended June 30, 2022 included the issuance of $90.0 million of long-term debt at OTP, which was used in part to repay short-term borrowings, fund capital expenditures, and for other general corporate purposes. Financing activities for the six months ended June 30, 2022, also included net repayments of short-term borrowings of $91.2 million and dividend payments of $34.4 million. Financing activities for the six months ended June 30, 2021 included net proceeds from short-term borrowings of $47.0 million, primarily incurred to fund construction projects at OTP, and dividend payments of $32.4 million.


CAPITAL REQUIREMENTS

CAPITAL EXPENDITURES

We have a capital expenditure program for expanding, upgrading and improving our plants and operating equipment. Typical uses of cash for capital expenditures in our electric segment are investments in electric generation facilities, including wind and solar investments, environmental upgrades, transmission lines and distribution systems, and computer hardware and information systems. Our Electric segment capital expenditure program is subject to review and regulatory approval and is revised in light of changes in demands for energy, technology, environmental laws, regulatory changes, business expansion opportunities, the costs of labor, materials and equipment and our financial condition. Our future capital expenditure plans also include investments in manufacturing facilities and facility upgrades, manufacturing equipment additions and upgrades and additional technology assets to be used in our manufacturing operations. Refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-K for the year ended December 31, 2021 for our capital expenditure plans for the five year period from 2022 through 2026.

CONTRACTUAL OBLIGATIONS

Our contractual obligations primarily include principal and interest payments due under our outstanding debt obligations, commitments to acquire coal, energy and capacity commitments, payments to meet our postretirement benefit obligations, and payment obligations under land easements and leasing arrangements.

On June 23, 2022, OTP exercised its option to acquire the Ashtabula III wind farm, a 62.4 megawatt wind farm located in eastern North Dakota, for $49.7 million, subject to certain closing adjustments. The purchase is subject to certain customary closing conditions and regulatory approval. We anticipate the transaction will close in January 2023.

Our contractual obligations as of December 31, 2021 are included in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2021. Except for the Ashtabula III wind farm purchase described above, there were no material changes in our contractual obligations outside of the ordinary course of our business during the six months ended June 30, 2022.

Off-Balance Sheet Arrangements

As of June 30, 2022, we have outstanding letters of credit totaling $11.0 million, a portion of which reduces our borrowing capacity under our lines of credit. No outstanding letters of credit are reflected in outstanding short-term debt on our consolidated balance sheets. We do not have any other off-balance-sheet arrangements or any relationships with unconsolidated entities or financial partnerships that have, or are reasonably likely to have, a material current or future effect on our financial condition. These entities are often referred to as structured finance special purpose entities or variable interest entities, which are established for the purpose of facilitating off-balance-sheet arrangements or for other contractually narrow or limited purposes. We are not exposed to any financing, liquidity, market or credit risk that could arise if we had such relationships.

COMMON STOCK DIVIDENDS

We paid dividends to our common stockholders totaling $34.4 million, or $0.825 per share, in the first six months of 2022. The determination of the amount of future cash dividends to be paid will depend on, among other things, our financial condition, improvement in earnings per share, cash flows from operations, the level of our capital expenditures and our future business prospects. As a result of certain statutory limitations or regulatory or financing agreements, the amount of dividends we are allowed to pay could be restricted. See Note 10 to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information. The decision to declare a dividend is reviewed quarterly by our Board of Directors.


CAPITAL RESOURCES

Financial flexibility is provided by operating cash flows, unused lines of credit and access to capital markets, which is aided by strong financial coverages and investment grade credit ratings. Debt financing will be required in the five-year period from 2022 through 2026 to refinance maturing debt and to finance our capital investments. Our financing plans are subject to change and are impacted by our planned level of capital investments, and decisions to reduce borrowings under our lines of credit, to refund or retire early any of our outstanding debt, to complete acquisitions, or to use capital for other corporate purposes.

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REGISTRATION STATEMENTS

On May 3, 2021, we filed a second registration statement with the SEC for the issuance of up to 1,500,000 common shares under an Automatic Dividend Reinvestment and a Share Purchase Plan, which provides shareholders, retail customers of OTP and other interested investors methods of purchasing our common shares by reinvesting their dividends or making optional cash investments. Shares purchased under the plan may be newly issued common shares or common shares purchased on the open market. As of June 30, 2022, there were 1,314,451 shares available for purchase or issuance under the plan. The registration statement expires in May 2024.

SHORT-TERM DEBT

OTC and OTP are each party to a credit agreement (the OTC Credit Agreement and OTP Credit Agreement, respectively) which each provide for unsecured revolving lines of credit. The following is a summary of key provisions and borrowing information as of, and for the six months ended, June 30, 2022:


(in thousands, except interest rates)	OTC Credit Agreement			OTP Credit Agreement

Borrowing Limit	$	170,000		$	170,000
Borrowing Limit if Accordion Exercised1	290,000			250,000
Amount Restricted Due to Outstanding Letters of Credit as of June 30, 2022	—			7,844
Amount Outstanding as of June 30, 2022	—			—
Average Amount Outstanding During the Six Months Ended June 30, 2022	23,567			45,602
Maximum Amount Outstanding During the Six Months Ended June 30, 2022	58,715			74,519
Interest Rate as of June 30, 2022	3.29		%	3.04		%
Maturity Date	September 30, 2026			September 30, 2026


1Each facility includes an accordion featuring allowing the borrower to increase the borrowing limit if certain terms and conditions are met.

LONG-TERM DEBT

At June 30, 2022, we had $857.0 million of principal outstanding under long-term debt arrangements. These instruments generally provide for unsecured borrowings at fixed rates of interest with maturities ranging from 2022 to 2052. Pursuant to a Note Purchase Agreement executed in June 2021, OTP issued its Series 2022A Notes due May 20, 2052, in May 2022 for aggregate proceeds of $90.0 million. We intend to use a portion of the proceeds to repay the $30.0 million Series 2007B Notes which are maturing in August 2022.

Note 6 to our consolidated financial statements included in this Quarterly Report on Form 10-Q includes additional information regarding these short-term and long-term debt instruments.

Financial Covenants

Certain of our short- and long-term debt agreements require OTC and OTP to maintain certain financial covenants. As of June 30, 2022, we were in compliance with these financial covenants as further described below:

OTC, under its financial covenants, may not permit its ratio of interest-bearing debt to total capitalization to exceed 0.60 to 1.00, may not permit its interest and dividend coverage ratio to be less than 1.50 to 1.00, and may not permit its priority indebtedness to exceed 10% of our total capitalization. As of June 30, 2022, OTC's interest-bearing debt to total capitalization was 0.43 to 1.00, OTC's interest and dividend coverage ratio was 10.12 to 1.00, and we had no priority indebtedness outstanding.

OTP, under its financial covenants, may not permit its ratio of debt to total capitalization to exceed 0.60 to 1.00, may not permit its interest and dividend coverage ratio to be less than 1.50 to 1.00, and may not permit its priority debt to exceed 20% of its total capitalization. As of June 30, 2022, OTP's interest-bearing debt to total capitalization was 0.48 to 1.00, OTP's interest and dividend coverage ratio was 3.52 to 1.00, and OTP had no priority indebtedness outstanding.


CRITICAL ACCOUNTING POLICIES INVOLVING SIGNIFICANT ESTIMATES

The discussion and analysis of our results of operations are based on financial statements prepared in accordance with generally accepted accounting principles in the United States of America. Certain of our accounting policies require management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities in the preparation of our consolidated financial statements. We have disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 the critical accounting policies that affect our most significant estimates and assumptions used in preparing our consolidated financial statements. There have been no material changes to our critical accounting policies and estimates from those disclosed in the most recent Annual Report on Form 10-K.

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ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk from those disclosed in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the year ended December 31, 2021.


ITEM 4.			CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)) as of June 30, 2022, the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2022.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


ITEM 1.			LEGAL PROCEEDINGS

We are the subject of various legal and regulatory proceedings in the ordinary course of our business. Such matters are subject to many uncertainties and to outcomes that are not predictable with assurance. We record a liability in our consolidated financial statements for costs related to claims, including future legal costs, settlements and judgments, where we have assessed that a loss is probable, and an amount can be reasonably estimated. Material proceedings are described under Note 9, Commitments and Contingencies, to the consolidated financial statements, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, Regulatory Rate Matters.

ITEM 1A.

RISK FACTORS

There have been no material changes from the risk factors disclosed in Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 6.

EXHIBITS

The following Exhibits are filed as part of, or incorporated by reference into, this report.



No.									Description
31.1									—Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2									—Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1									—Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2									—Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.SCH									—Inline XBRL Taxonomy Extension Schema Document
101.CAL									—Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB									—Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE									—Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF									—Inline XBRL Taxonomy Extension Definition Linkbase Document
104									—Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


			OTTER TAIL CORPORATION

			By:			/s/ Kevin G. Moug
						Kevin G. Moug Chief Financial Officer and Senior Vice President (duly authorized officer and principal financial officer)

						Dated: August 3, 2022

Otter Tail - 10-Q quarterly report FY2022 Q2

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	Description	Page

	Definitions	2
	Forward Looking Information	2
PART I
ITEM 1.	Financial Statements:
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Shareholders’ Equity	6
	Consolidated Statements of Cash Flows	7
	Condensed Notes to Consolidated Financial Statements	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	31
ITEM 4.	Controls and Procedures	31
PART II
ITEM 1.	Legal Proceedings	31
ITEM 1A.	Risk Factors	31

ITEM 6.	Exhibits	31
Signatures		32