Attached files
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EX-31.1 - EXHIBIT 31.1 - BLACK HILLS POWER INC | bhpexhibit311q32011.htm |
EX-32.1 - EXHIBIT 32.1 - BLACK HILLS POWER INC | bhpexhibit321q32011.htm |
EX-31.2 - EXHIBIT 31.2 - BLACK HILLS POWER INC | bhpexhibit312q32011.htm |
EX-32.2 - EXHIBIT 32.2 - BLACK HILLS POWER INC | bhpexhibit322q32011.htm |
EXCEL - IDEA: XBRL DOCUMENT - BLACK HILLS POWER INC | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2011. | |
OR | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________. |
Commission File Number 1-7978
Black Hills Power, Inc.
Incorporated in South Dakota | IRS Identification Number 46-0111677 |
625 Ninth Street, Rapid City, South Dakota 57701
Registrant's telephone number (605) 721-1700
Former name, former address, and former fiscal year if changed since last report
NONE
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x | No o |
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes x | No o |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer | o | Accelerated filer | o | |
Non-accelerated filer | x | Smaller reporting company | o |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o | No x |
As of October 31, 2011, there were issued and outstanding 23,416,396 shares of the Registrant's common stock, $1.00 par value, all of which were held beneficially and of record by Black Hills Corporation.
Reduced Disclosure
The Registrant meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.
TABLE OF CONTENTS
Page | ||
GLOSSARY OF TERMS AND ABBREVIATIONS | ||
PART 1. | FINANCIAL INFORMATION | |
Item 1. | Financial Statements | |
Condensed Statements of Income - unaudited | ||
Three and Nine Months Ended September 30, 2011 and 2010 | ||
Condensed Balance Sheets - unaudited | ||
September 30, 2011 and December 31, 2010 | ||
Cash Flow Statements - unaudited | ||
Nine Months Ended September 30, 2011 and 2010 | ||
Notes to Condensed Financial Statements - unaudited | ||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |
Item 4. | Controls and Procedures | |
PART II. | OTHER INFORMATION | |
Item 1. | Legal Proceedings | |
Item 1A. | Risk Factors | |
Item 6. | Exhibits | |
Signatures | ||
Exhibit Index |
2
GLOSSARY OF TERMS AND ABBREVIATIONS
The following terms and abbreviations appear in the text of this report and have the definitions described below:
AFUDC | Allowance for Funds Used During Construction |
ASC | Accounting Standards Codification |
ASC 220 | ASC 220, "Comprehensive Income" |
ASC 820 | ASC 820, "Fair Value Measurements" |
ASU | Accounting Standards Update |
BHC | Black Hills Corporation, the Parent Company |
Black Hills Energy | The name used to conduct the business activities of Black Hills Utility Holdings, Inc., a direct, wholly-owned subsidiary of the Parent Company |
Black Hills Wyoming | Black Hills Wyoming, LLC, an indirect, wholly-owned subsidiary of the Parent Company |
Cheyenne Light | Cheyenne Light, Fuel and Power Company, a direct, wholly-owned subsidiary of the Parent Company |
Enserco | Enserco Energy, Inc., an indirect, wholly-owned subsidiary of the Parent Company |
FASB | Financial Accounting Standards Board |
FERC | Federal Energy Regulatory Commission |
GAAP | Generally Accepted Accounting Principles of the United States |
IFRS | International Financial Reporting Standards |
IRS | Internal Revenue Service |
LIBOR | London Interbank Offered Rate |
MMBtu | One million British thermal units |
MW | Megawatts |
MWh | Megawatt-hours |
PPA | Purchase Power Agreement |
PPACA | Patient Protection and Affordability Care Act |
SDPUC | South Dakota Public Utilities Commission |
SEC | U.S. Securities and Exchange Commission |
WPSC | Wyoming Public Service Commission |
WRDC | Wyodak Resources Development Corp., an indirect, wholly-owned subsidiary of the Parent Company |
3
BLACK HILLS POWER, INC.
CONDENSED STATEMENTS OF INCOME
(unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
(in thousands) | |||||||||||||||
Operating revenue | $ | 64,940 | $ | 59,051 | $ | 180,232 | $ | 169,978 | |||||||
Operating expenses: | |||||||||||||||
Fuel and purchased power | 23,062 | 20,944 | 67,386 | 66,796 | |||||||||||
Operations and maintenance | 15,470 | 15,925 | 49,655 | 48,286 | |||||||||||
Gain on sale of operating assets | (768 | ) | (6,238 | ) | (768 | ) | (6,238 | ) | |||||||
Depreciation and amortization | 6,921 | 6,043 | 20,244 | 16,461 | |||||||||||
Taxes - property | 1,080 | 1,285 | 3,442 | 3,710 | |||||||||||
Total operating expenses | 45,765 | 37,959 | 139,959 | 129,015 | |||||||||||
Operating income | 19,175 | 21,092 | 40,273 | 40,963 | |||||||||||
Other income (expense): | |||||||||||||||
Interest expense incurred | (4,147 | ) | (4,422 | ) | (12,900 | ) | (15,705 | ) | |||||||
AFUDC - borrowed | 66 | 210 | 334 | 2,011 | |||||||||||
Interest income | 98 | 68 | 468 | 1,492 | |||||||||||
AFUDC - equity | 116 | 266 | 558 | 2,503 | |||||||||||
Other income (expense), net | 15 | 22 | (137 | ) | 160 | ||||||||||
Total other income (expense) | (3,852 | ) | (3,856 | ) | (11,677 | ) | (9,539 | ) | |||||||
Income before income taxes | 15,323 | 17,236 | 28,596 | 31,424 | |||||||||||
Income tax expense | (4,813 | ) | (3,158 | ) | (8,464 | ) | (7,310 | ) | |||||||
Net income | $ | 10,510 | $ | 14,078 | $ | 20,132 | $ | 24,114 |
The accompanying notes to condensed financial statements are an integral part of these condensed financial statements.
4
BLACK HILLS POWER, INC.
CONDENSED BALANCE SHEETS
(unaudited)
September 30, 2011 | December 31, 2010 | ||||||
(in thousands, except share amounts) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 6,955 | $ | 2,045 | |||
Receivables - customers, net | 23,071 | 28,716 | |||||
Receivables - affiliates | 5,201 | 6,891 | |||||
Other receivables, net | 369 | 2,077 | |||||
Money pool notes receivable | 59,928 | 39,862 | |||||
Materials, supplies and fuel | 21,654 | 21,259 | |||||
Regulatory assets, current | 5,615 | 3,584 | |||||
Other, current assets | 3,660 | 3,712 | |||||
Total current assets | 126,453 | 108,146 | |||||
Investments | 4,552 | 4,396 | |||||
Property, plant and equipment | 1,003,458 | 962,640 | |||||
Less accumulated depreciation and amortization | (324,054 | ) | (304,800 | ) | |||
Total property, plant and equipment, net | 679,404 | 657,840 | |||||
Other assets: | |||||||
Regulatory assets, non-current | 36,848 | 37,740 | |||||
Other, non-current assets | 4,287 | 3,610 | |||||
Total other assets | 41,135 | 41,350 | |||||
TOTAL ASSETS | $ | 851,544 | $ | 811,732 | |||
LIABILITIES AND STOCKHOLDER'S EQUITY | |||||||
Current liabilities: | |||||||
Current maturities of long-term debt | $ | 58 | $ | 81 | |||
Accounts payable | 15,789 | 14,828 | |||||
Accounts payable - affiliates | 13,887 | 12,562 | |||||
Accrued liabilities | 32,390 | 15,541 | |||||
Regulatory liabilities, current | 852 | 1,932 | |||||
Deferred income tax liabilities, current | 618 | 859 | |||||
Total current liabilities | 63,594 | 45,803 | |||||
Long-term debt, net of current maturities | 276,389 | 276,422 | |||||
Deferred credits and other liabilities: | |||||||
Deferred income tax liability, non-current | 115,524 | 122,319 | |||||
Regulatory liabilities, non-current | 35,311 | 28,276 | |||||
Benefit plan liabilities | 21,282 | 19,581 | |||||
Other, deferred credits and other liabilities | 9,863 | 9,914 | |||||
Total deferred credits and other liabilities | 181,980 | 180,090 | |||||
Stockholder's equity: | |||||||
Common stock $1 par value; 50,000,000 shares authorized; 23,416,396 shares issued | 23,416 | 23,416 | |||||
Additional paid-in capital | 39,575 | 39,575 | |||||
Retained earnings | 267,820 | 247,688 | |||||
Accumulated other comprehensive loss | (1,230 | ) | (1,262 | ) | |||
Total stockholder's equity | 329,581 | 309,417 | |||||
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ | 851,544 | $ | 811,732 |
The accompanying notes to condensed financial statements are an integral part of these condensed financial statements.
5
BLACK HILLS POWER, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended September 30, | ||||||||
2011 | 2010 | |||||||
(in thousands) | ||||||||
Operating activities: | ||||||||
Net income | $ | 20,132 | $ | 24,114 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 20,244 | 16,461 | ||||||
Deferred income tax | (6,816 | ) | 20,467 | |||||
Employee benefits | 1,803 | 3,060 | ||||||
Gain on sale of operating assets | (768 | ) | (6,238 | ) | ||||
AFUDC - equity | (558 | ) | (2,503 | ) | ||||
Other, net | 213 | 5,615 | ||||||
Change in operating assets and liabilities - | ||||||||
Accounts receivable and other current assets | 8,378 | (14,663 | ) | |||||
Accounts payable and other current liabilities | 17,359 | 20,143 | ||||||
Regulatory assets | (96 | ) | 2,665 | |||||
Regulatory liabilities | (2,158 | ) | 1,245 | |||||
Contributions to employee benefit plans | — | (8,800 | ) | |||||
Other operating activities | (1,399 | ) | (8,818 | ) | ||||
Net cash provided by operating activities | 56,334 | 52,748 | ||||||
Investing activities: | ||||||||
Property, plant and equipment additions | (32,277 | ) | (62,935 | ) | ||||
Proceeds from sale of operating assets | 1,135 | 62,000 | ||||||
Change in money pool notes receivable, net | (20,067 | ) | 594 | |||||
Other investing activities | (156 | ) | 2,244 | |||||
Net cash provided by (used in) investing activities | (51,365 | ) | 1,903 | |||||
Financing activities: | ||||||||
Long-term debt - repayments | (59 | ) | (52,543 | ) | ||||
Other financing activities | — | (1,176 | ) | |||||
Net cash provided by (used in) financing activities | (59 | ) | (53,719 | ) | ||||
Net change in cash and cash equivalents | 4,910 | 932 | ||||||
Cash and cash equivalents, beginning of period | 2,045 | 1,709 | ||||||
Cash and cash equivalents, end of period | $ | 6,955 | $ | 2,641 |
See Note 10 for supplemental cash flow information
The accompanying notes to condensed financial statements are an integral part of these condensed financial statements.
6
BLACK HILLS POWER, INC.
Notes to Condensed Financial Statements
(unaudited)
(Reference is made to Notes to Financial Statements
included in our 2010 Annual Report on Form 10-K)
(1) | MANAGEMENT'S STATEMENT |
The condensed financial statements included herein have been prepared by Black Hills Power, Inc. (the "Company," "we," "us," or "our"), without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, we believe that the footnotes adequately disclose the information presented. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto, included in our 2010 Annual Report on Form 10-K filed with the SEC.
Accounting methods historically employed require certain estimates as of interim dates. The information furnished in the accompanying condensed financial statements reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the September 30, 2011, December 31, 2010 and September 30, 2010 financial information and are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2011 and September 30, 2010, and our financial condition as of September 30, 2011 and December 31, 2010 are not necessarily indicative of the results of operations and financial condition to be expected as of or for any other period.
Certain prior year data presented in the condensed financial statements has been reclassified to conform to the current year presentation. These reclassifications had no effect on our financial position, results of operations, or cash flows.
(2) | RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING STANDARDS AND LEGISLATION |
Other Comprehensive Income, ASU No. 2011-05
FASB issued an accounting standards update amending ASC 220 to improve the comparability, consistency and transparency of reporting of comprehensive income. It amends existing guidance by allowing only two options for presenting the components of net income and other comprehensive income: (1) in a single continuous financial statement, statement of comprehensive income or (2) in two separate but consecutive financial statements, consisting of an income statement followed by a separate statement of other comprehensive income. Also, items that are reclassified from other comprehensive income to net income must be presented on the face of the financial statements. ASU No. 2011-05 requires retrospective application, and it is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. We believe the adoption of this update may change the order in which certain financial statements are presented and provide additional detail on those financial statements when applicable, but will not have any other impact on our financial statements.
Fair Value Measurement, ASU No. 2011-04
FASB issued an accounting standards update amending ASC 820 to achieve common fair value measurement and disclosure requirements between GAAP and IFRS. This amendment changes the wording used to describe fair value and requires additional disclosures. We do not expect this amendment, which is effective for interim and annual periods beginning after December 31, 2011, to have an impact on our financial position, results of operations, or cash flows.
Patient Protection and Affordable Care Act (HR 3590)
In March 2010, the President of the United States signed into law comprehensive healthcare reform legislation under the PPACA as amended by the Healthcare and Education Reconciliation Act. The potential impact on the Company, if any, cannot be determined until regulations are promulgated under the PPACA. Included among the provisions of the PPACA is a change in the tax treatment of the Medicare Part D subsidy (the "subsidy") which affects our Non-Pension Postretirement Benefit Plan. Internal Revenue Code Section 139A has been amended to eliminate the deduction of the subsidy in reducing income for years beginning after December 31, 2012. The impact of this change in the tax treatment of the subsidy had an immaterial effect on our financial position, results of operations and cash flows. The Company will continue to assess the accounting implications of the PPACA as related regulations and interpretations become available.
7
(3) | ACCOUNTS RECEIVABLE |
Accounts receivable consist of sales to residential, commercial, industrial, municipal and other customers all of which do not bear interest. These accounts receivable balances are stated at billed and unbilled amounts net of write-offs. Approximately 31% of the accounts receivable balance consists of unbilled revenue as of September 30, 2011.
We maintain an allowance for doubtful accounts which reflects our best estimate of probable uncollectible trade receivables. We regularly review our trade receivable allowance by considering such factors as historical experience, credit worthiness, the age of the receivable balances and current economic conditions that may affect our ability to collect.
The allowance for doubtful accounts represents our best estimate of existing accounts receivable that will ultimately be uncollected. The allowance is calculated by applying estimated write-off factors to various classes of outstanding receivables, including unbilled revenue. The write-off factors used to estimate uncollectible accounts are based upon consideration of both historical collections experience and management's best estimate of future collection success given the existing collections environment.
Following is a summary of accounts receivable balances (in thousands):
September 30, 2011 | December 31, 2010 | ||||||
Accounts receivable trade | $ | 15,965 | $ | 21,365 | |||
Unbilled revenues | 7,231 | 7,581 | |||||
Total receivables - customers | 23,196 | 28,946 | |||||
Allowance for doubtful accounts | (125 | ) | (230 | ) | |||
Receivables - customers, net | $ | 23,071 | $ | 28,716 |
(4) | REGULATORY ASSETS AND LIABILITIES |
We had the following regulatory assets and liabilities (in thousands):
Recovery Period | September 30, 2011 | December 31, 2010 | ||||||
Regulatory assets: | ||||||||
Unamortized loss on reacquired debt | 14 years | $ | 2,828 | $ | 3,016 | |||
AFUDC | Up to 45 years | 9,489 | 9,489 | |||||
Defined benefit postretirement plans | Up to 13 years | 18,719 | 18,049 | |||||
Deferred energy costs | Less than one year | 5,511 | 3,584 | |||||
Flow through accounting | Up to 35 years | 5,509 | 4,772 | |||||
Other | 407 | 2,414 | ||||||
Total regulatory assets | $ | 42,463 | $ | 41,324 | ||||
Regulatory liabilities: | ||||||||
Cost of removal for utility plant | Up to 53 years | $ | 23,755 | $ | 15,429 | |||
Defined benefit postretirement plans | Up to 13 years | 10,889 | 10,204 | |||||
Other | 1,519 | 4,575 | ||||||
Total regulatory liabilities | $ | 36,163 | $ | 30,208 |
Regulatory assets are primarily recorded for the probable future revenue to recover costs while regulatory liabilities include the probable future decrease in rate revenues. To the extent that energy costs are under-recovered or over-recovered during the year, they are recorded as a regulatory asset or liability, respectively. Regulatory assets are included in Regulatory assets, current and Regulatory assets, non-current on the accompanying Condensed Balance Sheets. Regulatory liabilities are included in Regulatory liabilities, current and Regulatory liabilities, non-current on the accompanying Condensed Balance Sheets.
8
(5) | COMPREHENSIVE INCOME |
The following table presents the components of Comprehensive income (in thousands):
Three Months Ended September 30, 2011 | Nine Months Ended September 30, 2011 | |||||||||||||
Net income | $ | 10,510 | $ | 20,132 | ||||||||||
Other comprehensive income, net of tax: | ||||||||||||||
Fair value adjustment on derivatives designated as cash flow hedges | $ | — | $ | — | ||||||||||
Taxes | — | — | ||||||||||||
Fair value adjustment on derivatives designated as cash flow hedges, net of tax | — | — | ||||||||||||
Reclassification adjustments included in net income | $ | 16 | $ | 48 | ||||||||||
Taxes | (5 | ) | (16 | ) | ||||||||||
Reclassification adjustments included in net income, net of tax | 11 | 32 | ||||||||||||
Comprehensive income | $ | 10,521 | $ | 20,164 |
Three Months Ended September 30, 2010 | Nine Months Ended September 30, 2010 | |||||||||||||
Net income | $ | 14,078 | $ | 24,114 | ||||||||||
Other comprehensive income, net of tax: | ||||||||||||||
Fair value adjustment on derivatives designated as cash flow hedges | $ | 43 | $ | 360 | ||||||||||
Taxes | (15 | ) | (125 | ) | ||||||||||
Fair value adjustment on derivatives designated as cash flow hedges, net of tax | 28 | 235 | ||||||||||||
Reclassification adjustments included in net income | $ | 16 | $ | 49 | ||||||||||
Taxes | (6 | ) | (18 | ) | ||||||||||
Reclassification adjustments included in net income, net of tax | 10 | 31 | ||||||||||||
Comprehensive income | $ | 14,116 | $ | 24,380 |
Balances by classification included within Accumulated other comprehensive loss on the accompanying Condensed Balance Sheets were as follows (in thousands):
September 30, 2011 | December 31, 2010 | ||||||
Derivatives designated as cash flow hedges | $ | (816 | ) | $ | (848 | ) | |
Employee benefit plans | (414 | ) | (414 | ) | |||
Total accumulated other comprehensive loss | $ | (1,230 | ) | $ | (1,262 | ) |
9
(6) | RELATED-PARTY TRANSACTIONS |
Receivables and Payables
We have accounts receivable and accounts payable balances related to transactions with other BHC subsidiaries. The balances were as follows (in thousands):
September 30, 2011 | December 31, 2010 | ||||||
Receivable - affiliates | $ | 5,201 | $ | 6,891 | |||
Accounts payable - affiliates | $ | 13,887 | $ | 12,562 |
Money Pool Notes Receivable and Notes Payable
We have entered into a Utility Money Pool Agreement (the "Agreement") with BHC, Cheyenne Light and Black Hills Energy. Under the Agreement, we may borrow from our Parent. The Agreement restricts us from loaning funds to our Parent or to any of our Parent's non-utility subsidiaries; the Agreement does not restrict us from making dividends to our Parent. Borrowings under the agreement bear interest at the daily cost of external funds as defined under the Agreement, or if there are no external funds outstanding on that date, then the rate will be the daily one month LIBOR rate plus 100 basis points.
We had the following balances with the Utility Money Pool (in thousands):
September 30, 2011 | December 31, 2010 | ||||||
Money pool notes receivable | $ | 59,928 | $ | 39,862 |
Advances under the Utility Money Pool notes bear interest at 2.75% above the daily average LIBOR rate (which equates to 2.98% at September 30, 2011). Net interest (income) expense relating to balances for the Utility Money Pool was as follows (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||
Net interest (income) expense | $ | (384 | ) | $ | (121 | ) | $ | (1,044 | ) | $ | (171 | ) |
10
Other Balances and Transactions
Sales and purchases with related parties were as follows (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||
Revenues: | |||||||||||||
Transmission of electricity sold to Black Hills Wyoming | $ | — | $ | 216 | $ | 220 | $ | 1,158 | |||||
Electricity and dispatch services sold to Cheyenne Light | $ | 354 | $ | 171 | $ | 602 | $ | 1,045 | |||||
Expenses: | |||||||||||||
Coal purchases from WRDC | $ | 5,487 | $ | 4,033 | $ | 16,132 | $ | 13,569 | |||||
Purchase of excess power generated at Cheyenne Light | $ | 1,532 | $ | 2,545 | $ | 6,999 | $ | 7,255 | |||||
Natural gas from Enserco | $ | — | $ | 611 | $ | 223 | $ | 1,333 | |||||
Purchase of excess transmission capacity from Black Hills Wyoming | $ | 8 | $ | — | $ | 8 | $ | — | |||||
Corporate support services from Parent and Black Hills Energy | $ | 4,091 | $ | 3,101 | $ | 13,774 | $ | 11,317 | |||||
Other Transactions: | |||||||||||||
Gain on sale of operating asset to BHC | $ | 768 | $ | — | $ | 768 | $ | — |
We have funds on deposit from Black Hills Wyoming for transmission system reserve which are included in Other, deferred credits and other liabilities on the accompanying Condensed Balance Sheets. Transmission system reserve balances were as follows (in thousands):
September 30, 2011 | December 31, 2010 | ||||||
Funds on deposit from affiliate | $ | 2,094 | $ | 2,044 |
Interest on the funds on deposit from Black Hills Wyoming accrues quarterly at an average quarterly prime rate (3.25% at September 30, 2011) (in thousands).
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||
Interest expense paid to affiliate | $ | 16 | $ | 16 | $ | 49 | $ | 48 |
(7) | EMPLOYEE BENEFIT PLANS |
Defined Benefit Pension Plan
We have a noncontributory defined benefit pension plan (the "Pension Plan") covering employees who meet certain eligibility requirements.
11
The components of net periodic benefit cost for the Pension Plan were as follows (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Service cost | $ | 199 | $ | 304 | $ | 597 | $ | 912 | |||||||
Interest cost | 773 | 820 | 2,319 | 2,462 | |||||||||||
Expected return on plan assets | (905 | ) | (752 | ) | (2,715 | ) | (2,256 | ) | |||||||
Prior service cost | 16 | 15 | 48 | 45 | |||||||||||
Net loss | 372 | 344 | 1,116 | 1,030 | |||||||||||
Net periodic benefit cost | $ | 455 | $ | 731 | $ | 1,365 | $ | 2,193 |
Non-pension Defined Benefit Postretirement Healthcare Plans
Employees who are participants in the Postretirement Healthcare Plans (the "Healthcare Plans") and who meet certain eligibility requirements are entitled to postretirement healthcare benefits.
The components of net periodic benefit cost for the Healthcare Plans were as follows (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Service cost | $ | 52 | $ | 94 | $ | 156 | $ | 282 | |||||||
Interest cost | 91 | 149 | 273 | 447 | |||||||||||
Amortization of prior service cost | (78 | ) | (42 | ) | (234 | ) | (126 | ) | |||||||
Net loss | 41 | 56 | 123 | 168 | |||||||||||
Net periodic benefit cost | $ | 106 | $ | 257 | $ | 318 | $ | 771 |
It has been determined that the post-65 retiree prescription drug plans are actuarially equivalent and qualify for the Medicare Part D subsidy.
Supplemental Non-qualified Defined Benefit Plans
We have various supplemental retirement plans for key executives (the "Supplemental Plans"). The Supplemental Plans are non-qualified defined benefit plans.
The components of net periodic benefit cost for the Supplemental Plans were as follows (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Interest cost | $ | 28 | $ | 25 | $ | 84 | $ | 75 | |||||||
Net loss | 12 | 7 | 36 | 21 | |||||||||||
Net periodic benefit cost | $ | 40 | $ | 32 | $ | 120 | $ | 96 |
Contributions
We anticipate that we will make contributions to each of the benefit plans during 2011 and 2012. Contributions to the Healthcare Plans and the Supplemental Plans are expected to be made in the form of benefit payments. Contributions are as follows (in thousands):
12
Nine Months Ended September 30, 2011 | Remaining Anticipated Contributions for 2011 | Anticipated Contributions for 2012 | |||||||
Defined Benefit Pension Plan | $ | — | $ | — | $ | — | |||
Non-Pension Defined Benefit Postretirement Healthcare Plan | $ | 321 | $ | 107 | $ | 518 | |||
Supplemental Non-qualified Defined Benefit Plans | $ | 106 | $ | 35 | $ | 122 |
(8) | FAIR VALUE OF FINANCIAL INSTRUMENTS |
The estimated fair values of our financial instruments were as follows (in thousands):
September 30, 2011 | December 31, 2010 | ||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||
Cash and cash equivalents | $ | 6,955 | $ | 6,955 | $ | 2,045 | $ | 2,045 | |||||||
Long-term debt, including current maturities | $ | 276,447 | $ | 327,092 | $ | 276,503 | $ | 301,964 |
The following methods and assumptions were used to estimate the fair value of each class of our financial instruments.
Cash and Cash Equivalents
The carrying amount approximates fair value due to the short maturity of these instruments.
Long-Term Debt
The fair value of our long-term debt is estimated based on quoted market rates for debt instruments having similar maturities and similar debt ratings. The first mortgage bonds are either currently not callable or are subject to make-whole provisions which would eliminate any economic benefits if we were to call these bonds.
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(9) | LONG TERM DEBT |
In February 2010, our Series AC bonds matured. These were paid in full for $30.0 million of principal plus accrued interest of $1.2 million.
In March 2010, we completed redemption of our Series Y 9.49% bonds in full. These bonds were originally due in 2018. A total of $2.7 million was paid on March 31, 2010, which included the principal balance of $2.5 million plus accrued interest and an early redemption premium of 2.618%. The early redemption premium was recorded in unamortized loss on reacquired debt which is included in Regulatory assets on the accompanying Condensed Balance Sheets and is being amortized over the remaining term of the original bonds.
In June 2010, we completed redemption of our Series Z 9.35% bonds in full. These bonds were originally due to mature in 2021. A total of $21.8 million was paid on June 1, 2010, which included the principal balance of $20.0 million plus accrued interest and an early redemption premium of 4.675%. The early redemption premium was recorded in unamortized loss on reacquired debt which is included in Regulatory assets on the accompanying Condensed Balance Sheets and is being amortized over the remaining term of the original bonds.
(10) | SUPPLEMENTAL CASH FLOWS INFORMATION |
Nine Months Ended September 30, | |||||||
2011 | 2010 | ||||||
(in thousands) | |||||||
Non-cash investing and financing activities - | |||||||
Property, plant and equipment financed with accrued liabilities | $ | 1,993 | $ | 2,920 | |||
Supplemental disclosure of cash flow information: | |||||||
Cash (paid) refunded during the period for - | |||||||
Interest (net of amounts capitalized) | $ | (10,595 | ) | $ | (14,247 | ) | |
Income taxes | $ | 15 | $ | 8,392 |
(11) | COMMITMENTS AND CONTINGENCIES |
Legal Proceedings
We are subject to various legal proceedings, claims and litigation as described in Note 13 of the Notes to our Financial Statements in our 2010 Annual Report on Form 10-K. There have been no material developments in any previously reported proceedings or any new material proceedings that have developed or material proceedings that have terminated during the first nine months of 2011.
In the normal course of business, we are subject to various lawsuits, actions, proceedings, claims and other matters asserted under laws and regulations. We believe the amounts provided in our condensed financial statements are adequate in light of the probable and estimable contingencies. However, there can be no assurance that the actual amounts required to satisfy alleged liabilities from various legal proceedings, claims and other matters and to comply with applicable laws and regulations, will not exceed the amounts reflected in our condensed financial statements. As such, costs, if any, that may be incurred in excess of those amounts provided as of September 30, 2011, cannot be reasonably determined and could have a material effect on our results of operations, financial position or cash flows.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following tables provide certain financial information and operating statistics (dollars in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||
Operating revenue | $ | 64,940 | $ | 59,051 | $ | 180,232 | $ | 169,978 | |||||||
Fuel and purchased power | 23,062 | 20,944 | 67,386 | 66,796 | |||||||||||
Gross margin | 41,878 | 38,107 | 112,846 | 103,182 | |||||||||||
Operations and maintenance, depreciation and amortization | 23,471 | 23,253 | 73,341 | 68,457 | |||||||||||
Gain on sale of operating assets | (768 | ) | (6,238 | ) | (768 | ) | (6,238 | ) | |||||||
Operating income | 19,175 | 21,092 | 40,273 | 40,963 | |||||||||||
Interest expense, net | (3,983 | ) | (4,144 | ) | (12,098 | ) | (12,202 | ) | |||||||
Other income, net | 131 | 288 | 421 | 2,663 | |||||||||||
Income tax expense | (4,813 | ) | (3,158 | ) | (8,464 | ) | (7,310 | ) | |||||||
Net income | $ | 10,510 | $ | 14,078 | $ | 20,132 | $ | 24,114 |
Electric Revenue by Customer Type | |||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||
2011 | Percentage Change | 2010 | 2011 | Percentage Change | 2010 | ||||||||||||||||
Commercial | $ | 19,889 | 7 | % | $ | 18,529 | $ | 54,962 | 12 | % | $ | 49,172 | |||||||||
Residential | 15,034 | 11 | % | 13,492 | 44,977 | 14 | % | 39,517 | |||||||||||||
Industrial | 6,716 | 24 | % | 5,402 | 18,944 | 17 | % | 16,243 | |||||||||||||
Municipal | 908 | 7 | % | 850 | 2,425 | 8 | % | 2,251 | |||||||||||||
Total retail sales | 42,547 | 11 | % | 38,273 | 121,308 | 13 | % | 107,183 | |||||||||||||
Contract wholesale | 4,519 | (5 | )% | 4,758 | 13,509 | (27 | )% | 18,554 | |||||||||||||
Wholesale off-system | 9,158 | (6 | )% | 9,695 | 23,553 | (13 | )% | 26,950 | |||||||||||||
Total wholesale sales | 56,224 | 7 | % | 52,726 | 158,370 | 4 | % | 152,687 | |||||||||||||
Other revenue | 8,716 | 38 | % | 6,325 | 21,862 | 26 | % | 17,291 | |||||||||||||
Total revenue | $ | 64,940 | 10 | % | $ | 59,051 | $ | 180,232 | 6 | % | $ | 169,978 |
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Megawatt Hours Sold by Customer Type | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2011 | Percentage Change | 2010 | 2011 | Percentage Change | 2010 | ||||||||||||
Commercial | 198,774 | 2 | % | 195,634 | 544,660 | — | % | 544,935 | |||||||||
Residential | 132,571 | 9 | % | 122,123 | 414,654 | 1 | % | 410,561 | |||||||||
Industrial | 106,658 | 18 | % | 90,426 | 301,268 | 8 | % | 278,514 | |||||||||
Municipal | 9,917 | 10 | % | 9,008 | 25,958 | 5 | % | 24,811 | |||||||||
Total retail sales | 447,920 | 7 | % | 417,191 | 1,286,540 | 2 | % | 1,258,821 | |||||||||
Contract wholesale * | 84,346 | 2 | % | 83,013 | 256,558 | (31 | )% | 371,736 | |||||||||
Wholesale off-system | 299,511 | (3 | )% | 309,297 | 819,753 | (2 | )% | 839,408 | |||||||||
Total sales | 831,777 | 3 | % | 809,501 | 2,362,851 | (4 | )% | 2,469,965 | |||||||||
Losses and company use | 51,853 | 23 | % | 42,203 | 123,624 | 29 | % | 95,714 | |||||||||
Total energy | 883,630 | 4 | % | 851,704 | 2,486,475 | (3 | )% | 2,565,679 |
* | Decrease in 2011 MWh due to the termination of a wholesale contract with a previous wholesale customer who acquired ownership interest in the Wygen III facility. |
Electric Utility Power Plant Availability | ||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||
Coal-fired plants | 93.4 | % | 94.8 | % | (b) | 89.1 | % | (a) | 93.1 | % | (b) | |
Other plants | 98.9 | % | 98.2 | % | 94.9 | % | (c) | 98.9 | % | |||
Total availability | 95.5 | % | 96.1 | % | 91.3 | % | 95.4 | % |
___________________________
(a) 2011 reflects a planned major outage at the PacifiCorp-operated Wyodak plant.
(b) 2010 reflects an unplanned 12 day outage at the PacifiCorp-operated Wyodak plant due to a collapsed scrubber vessel.
(c) 2011 reflects a planned major overhaul at Neil Simpson CT.
Megawatt Hours Generated and Purchased | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
Generated - | 2011 | Percentage Change | 2010 | 2011 | Percentage Change | 2010 | |||||||||||
Coal-fired | 463,032 | (12 | )% | 525,000 | 1,286,876 | (15 | )% | 1,514,831 | |||||||||
Gas-fired | 11,424 | (3 | )% | 11,780 | 13,595 | (14 | )% | 15,724 | |||||||||
474,456 | (12 | )% | 536,780 | 1,300,471 | (15 | )% | 1,530,555 | ||||||||||
Purchased | 409,174 | 30 | % | 314,924 | 1,186,004 | 15 | % | 1,035,124 | |||||||||
Total generated and purchased | 883,630 | 4 | % | 851,704 | 2,486,475 | (3 | )% | 2,565,679 |
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Degree Days | Degree Days | |||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
2011 | 2010 | 2011 | 2010 | |||||
Heating and cooling degree days: | ||||||||
Actual - | ||||||||
Heating degree days | 153 | 188 | 5,050 | 4,484 | ||||
Cooling degree days | 620 | 456 | 676 | 521 | ||||
Variance from normal - | ||||||||
Heating degree days | (33 | )% | (17 | )% | (30 | )% | (3 | )% |
Cooling degree days | 26 | % | (8 | )% | 13 | % | (12 | )% |
Amounts are presented on a pre-tax basis unless otherwise indicated. Minor differences in amounts may result due to rounding.
Three Months Ended September 30, 2011 Compared to Three Months Ended September 30, 2010. Net income was $10.5 million compared to $14.1 million for the same period in the prior year primarily due to the following:
Gross margin increased $3.8 million primarily due to higher volumes due to warmer weather and increased transmission margins.
Operations and maintenance was comparable to the same period in the prior year.
Gain on sale of operating assets in 2011 represents the gain on sale of assets to a related party and in 2010 represents the gain on sale of a 23% ownership interest in the Wygen III generating facility.
Interest expense, net was comparable to the same period in the prior year.
Other income, net was comparable to the same period in the prior year.
Income tax, expense: The effective tax rate increased from the same period in the prior year due to a prior year tax benefit for a repairs deduction taken for tax purposes and the flow-through treatment of such tax benefit resulting from a rate case settlement in 2010.
Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010. Net income was $20.1 million compared to $24.1 million for the same period in prior year primarily due to the following:
Gross margin increased $9.7 million primarily due to approved rate adjustments that include a return on capital investments and increased transmission margins partially offset by lower margins resulting from the termination of power sales contracts upon a customer's purchase of an ownership interest in Wygen III.
Operating and maintenance expenses increased $4.9 million primarily due to additional operating costs and depreciation expense of $2.4 million associated with the Wygen III plant which commenced commercial operation on April 1, 2010, and an increase in allocation of corporate costs, partially offset by unplanned maintenance expenditures at the PacifiCorp-operated Wyodak plant in 2010.
Gain on sale of operating assets in 2011 represents the gain on sale of assets to a related party and in 2010 represents the gain on sale of a 23% ownership interest in the Wygen III generating facility.
Interest expense, net was comparable to the same period in the prior year; however, notable variances include a $1.7 million decrease in AFUDC associated with borrowed funds due to the completed construction at Wygen III partially offset by lower interest expense of $1.9 million primarily due to repayment of higher rate debt during 2010.
Other income, net decreased $2.2 million primarily due to a decrease in AFUDC-equity of $1.9 million due to the placement of Wygen III into commercial operation.
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Income tax, expense: The effective tax rate increased from the same period in the prior year due to a prior year tax benefit for a repairs deduction taken for tax purposes and the flow-through treatment of such tax benefit resulting from a rate case settlement in 2010.
Significant Events
On November 1, 2011, Black Hills Power and Cheyenne Light, a related party, filed a joint request for a certificate of public convenience and necessity with the WPSC to construct and operate a new natural gas-fired electric generation facility. The proposed facility will include a combined cycle unit with a gross capacity of 98 MW that will be jointly owned by Black Hills Power and Cheyenne Light at 55 MW and 43 MW, respectively. If approved by the WPSC, construction will begin in 2012 and the facility would begin serving customers in 2014.
Financing Transactions and Short-Term Liquidity
Financing
In February 2010, our Series AC bonds matured. These were paid in full for $30.0 million of principal plus accrued interest of $1.2 million.
In March 2010, we completed redemption of our Series Y 9.49% bonds in full. These bonds were originally due in 2018. A total of $2.7 million was paid on March 31, 2010, which includes the balance of $2.5 million plus accrued interest and an early redemption premium of 2.618%.
In June 2010, we completed redemption of our Series Z 9.35% bonds in full. These bonds, originally due in 2021, were paid in full on June 1, 2010 with a payment of $21.8 million which included principal of $20.0 million, accrued interest and an early redemption premium of 4.675%.
Credit Ratings
Credit ratings impact our ability to obtain short- and long-term financing, the cost of such financing, and vendor payment terms, including collateral requirements. As of September 30, 2011, our first mortgage bonds credit ratings, as assessed by the three major credit rating agencies, were as follows:
Rating Agency | Rating | Outlook |
Fitch | A- | Stable |
Moody's | A3 | Stable |
S&P | BBB+ | Stable |
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SAFE HARBOR FOR FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q includes "forward-looking statements" as defined by the SEC. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Form 10-Q that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These forward-looking statements are based on assumptions which we believe are reasonable based on current expectations and projections about future events and industry conditions and trends affecting our business. Forward-looking statements involve risks and uncertainties, and certain important factors can cause actual results to differ materially from those anticipated. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "could," "should," "expects," "plans," "anticipates," "believes," "estimates," "projects," "predicts," "potentials," or "continue" or the negative of these terms or other similar terminology. There are various factors that could cause actual results to differ materially from those suggested by the forward-looking statements; accordingly, there can be no assurances that such indicated results will be realized. The forward-looking statements include the factors discussed above, the risk factors described in Item 1A. of our 2010 Annual Report on Form 10-K, in Item 1A. of Part II of this Quarterly Report on Form 10-Q, and other reports that we file with the SEC from time to time, and the following:
• | Our ability to obtain adequate cost recovery for our retail utility operations through regulatory proceedings; our ability to receive favorable rulings in the periodic applications to recover costs for fuel and purchased power; and our ability to add power generation assets into regulatory rate base; |
• | Our ability to raise capital in the debt capital markets depends upon our financial condition and credit ratings, among other things. If our financial condition deteriorates unexpectedly, or our credit ratings are lowered, we may not be able to refinance some short-term debt and fund our power generation projects on reasonable terms, if at all; |
• | Our ability to obtain from utility commissions any requisite determination of prudency to support resource planning and development programs we propose to implement; |
• | The timing and extent of scheduled and unscheduled outages of power generation facilities; |
• | The possibility that we may be required to take impairment charges to reduce the carrying value of some of our long-lived assets when indicators of impairment emerge; |
• | Changes in business and financial reporting practices arising from the enactment of the Energy Policy Act of 2005 and subsequent rules and regulations promulgated thereunder; |
• | Our ability to remedy any deficiencies that may be identified in the review of our internal controls; |
• | Our ability to successfully complete labor negotiations with our union; |
• | Our ability to recover our borrowing costs, including debt service costs, in our customer rates; |
• | Liabilities of environmental conditions, including remediation and reclamation obligations under environmental laws; |
• | Our ability to complete the permitting, construction, start-up and operations of power generating facilities in a cost-effective and timely manner; |
• | The timing, volatility and extent of changes in energy-related and commodity prices, interest rates, energy and commodity supply or volume, the cost and availability of transportation of commodities, and demand for our services, all of which can affect our earnings, liquidity position and the underlying value of our assets; |
• | Our ability to effectively use derivative financial instruments to hedge commodity risks; |
• | Our ability to minimize defaults on amounts due from counterparty transactions; |
• | Changes in or compliance with laws and regulations, particularly those relating to taxation, safety and protection of the environment and to recover those expenditures in customer rates, where applicable; |
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• | Federal and state laws concerning climate change and air emissions, including emission reduction mandates and renewable energy portfolio standards, may materially increase our generation and production costs and could render some of our generating units uneconomical to operate and maintain; |
• | Weather and other natural phenomena; |
• | Industry, market, political and economic changes, including the impact of consolidations and changes in competition; |
• | The effect of accounting policies issued periodically by accounting standard-setting bodies; |
• | The cost and effects on our business, including insurance, resulting from terrorist actions or responses to such actions or events; |
• | The outcome of any ongoing or future litigation or similar disputes and the impact on any such outcome or related settlements on our financial condition or results of operations; |
• | Price risk due to marketable securities held as investments in benefit plans; |
• | General economic and political conditions, including tax rates or policies and inflation rates; and |
• | Other factors discussed from time to time in our other filings with the SEC. |
New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for us to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. We assume no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise.
ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act)) as of September 30, 2011. Based on their evaluation, they have concluded that our disclosure controls and procedures are effective.
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2011 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.
BLACK HILLS POWER, INC.
Part II - Other Information
Item 1. | Legal Proceedings |
For information regarding legal proceedings, see Note 13 of Notes to Financial Statements in Item 8 of our 2010 Annual Report on Form 10-K and Note 11 of our Notes to Condensed Financial Statements in this Quarterly Report on Form 10-Q, which information from Note 13 is incorporated by reference into this item.
Item 1A. | Risk Factors |
Our Risk Factors are documented in Item 1A. of Part I in our Annual Report on Form 10-K for the year ended December 31, 2010.
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Item 6. | Exhibits |
Exhibit 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. |
Exhibit 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. |
Exhibit 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. |
Exhibit 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. |
Exhibit 101 | Financials for XBRL Format |
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BLACK HILLS POWER, INC.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BLACK HILLS POWER, INC.
/S/ DAVID R. EMERY
David R. Emery, Chairman
and Chief Executive Officer
/S/ ANTHONY S. CLEBERG
Anthony S. Cleberg, Executive Vice President
and Chief Financial Officer
Dated: November 8, 2011
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EXHIBIT INDEX
Exhibit Number | Description |
Exhibit 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. |
Exhibit 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. |
Exhibit 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. |
Exhibit 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. |
Exhibit 101 | Financials for XBRL Format |
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