BLACK HILLS POWER INC - FORM 10-Q

Attached files

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EX-32.2 - EXHIBIT 32.2 - BLACK HILLS POWER INC	bhpex-322q32016.htm
EX-32.1 - EXHIBIT 32.1 - BLACK HILLS POWER INC	bhpex-321q32016.htm
EX-31.2 - EXHIBIT 31.2 - BLACK HILLS POWER INC	bhpex-312q32016.htm
EX-31.1 - EXHIBIT 31.1 - BLACK HILLS POWER INC	bhpex-311q32016.htm

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, 2016
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, 2016, 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	3

PART 1.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Statements of Income and Comprehensive Income - unaudited	4
	Three and Nine Months Ended September 30, 2016 and 2015

	Condensed Balance Sheets - unaudited	5
	September 30, 2016 and December 31, 2015

	Condensed Statements of Cash Flows - unaudited	7
	Nine Months Ended September 30, 2016 and 2015

	Notes to Condensed Financial Statements - unaudited	8

Item 2.	Managements’ Discussion and Analysis of Financial Condition and Results of Operations	14

Item 4.	Controls and Procedures	18

PART II.	OTHER INFORMATION	19

Item 1.	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 6.	Exhibits	19

	Signatures	20

	Exhibit Index	21

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
ASU	Accounting Standards Update issued by the FASB
BHC	Black Hills Corporation; the Parent Company
Black Hills Energy	The name used to conduct the business of BHC utility companies
Black Hills Utility Holdings	Black Hills Utility Holdings, Inc. a direct, wholly-owned subsidiary of Black Hills Corporation (doing business as Black Hills Energy)
Black Hills Service Company	Black Hills Service Company, LLC, a direct, wholly-owned subsidiary of BHC
Cheyenne Light	Cheyenne Light, Fuel and Power Company, a direct, wholly-owned subsidiary of Black Hills Corporation (doing business as Black Hills Energy)
Cooling degree day	A cooling degree day is equivalent to each degree that the average of the high and low temperature for a day is above 65 degrees. The warmer the climate, the greater the number of cooling degree days. Cooling degree days are used in the utility industry to measure the relative warmth of weather and to compare relative temperatures between one geographic area and another. Normal degree days are based on the National Weather Service data for selected locations over a 30-year average.
FASB	Financial Accounting Standards Board
FERC	United States Federal Energy Regulatory Commission
Fitch	Fitch Ratings
GAAP	Accounting principles generally accepted in the United States of America
Happy Jack	Happy Jack Wind Farms, LLC, a subsidiary of Duke Energy Generation Services
Heating degree day	A heating degree day is equivalent to each degree that the average of the high and the low temperatures for a day is below 65 degrees. The colder the climate, the greater the number of heating degree days. Heating degree days are used in the utility industry to measure the relative coldness of weather and to compare relative temperatures between one geographic area and another. Normal degree days are based on the National Weather Service data for selected locations over a 30-year average.
kV	Kilovolt
LIBOR	London Interbank Offered Rate
Moody’s	Moody’s Investors Service, Inc.
MW	Megawatts
MWh	Megawatt-hours
SEC	U. S. Securities and Exchange Commission
Silver Sage	Silver Sage Windpower, LLC, a subsidiary of Duke Energy Generation Services
S&P	Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
WPSC	Wyoming Public Service Commission
WRDC	Wyodak Resources Development Corp., an indirect, wholly-owned subsidiary of BHC

BLACK HILLS POWER, INC.

CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME



	Three Months Ended September 30,						Nine Months Ended September 30,
(unaudited)	2016			2015			2016			2015
	(in thousands)
Revenue	$	66,728		$	72,111		$	197,389		$	210,432

Operating expenses:
Fuel and purchased power	18,421			21,983			55,375			63,440
Operations and maintenance	15,601			16,979			49,538			52,191
Depreciation and amortization	8,547			8,248			25,363			24,215
Taxes - property	1,749			1,445			4,987			4,497
Total operating expenses	44,318			48,655			135,263			144,343

Operating income	22,410			23,456			62,126			66,089

Other income (expense):
Interest expense	(5,454		)	(5,542		)	(16,322		)	(16,914		)
AFUDC - borrowed	319			239			840			322
Interest income	510			269			1,004			434
AFUDC - equity	606			434			1,595			584
Other income (expense), net	48			21			75			119
Total other income (expense)	(3,971		)	(4,579		)	(12,808		)	(15,455		)

Income from continuing operations before income taxes	18,439			18,877			49,318			50,634
Income tax expense	(6,429		)	(6,590		)	(16,316		)	(17,397		)
Net income	12,010			12,287			33,002			33,237

Other comprehensive income (loss):
Reclassification adjustments of cash flow hedges settled and included in net income (net of tax (expense) benefit of $(6) and $(5) for the three months ended September 30, 2016 and 2015 and $(17) and $325 for the nine months ended September 30, 2016 and 2015, respectively)	10			11			31			373
Reclassification adjustment of benefit plan liability - net gain (loss) (net of tax (expense) benefit of $(8) and $(9) for the three months ended September 30, 2016 and 2015 and $(21) and $(25) for the nine months ended September 30, 2016 and 2015, respectively)	14			15			41			46
Other comprehensive income	24			26			72			419

Comprehensive income	$	12,034		$	12,313		$	33,074		$	33,656

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

BLACK HILLS POWER, INC.

CONDENSED BALANCE SHEETS



(unaudited)	September 30, 2016			December 31, 2015
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	10,250		$	7,559
Receivables - customers, net	25,633			27,856
Receivables - affiliates	5,216			5,747
Other receivables, net	453			236
Money pool notes receivable, net	51,279			76,813
Materials, supplies and fuel	21,364			24,282
Regulatory assets, current	18,212			14,096
Other, current assets	3,634			43,118
Total current assets	136,041			199,707

Investments	4,817			4,725

Property, plant and equipment	1,216,000			1,166,126
Less accumulated depreciation and amortization	(334,546		)	(326,074		)
Total property, plant and equipment, net	881,454			840,052

Other assets:
Regulatory assets, non-current	72,403			71,717
Other, non-current assets	3,900			152
Total other assets	76,303			71,869
TOTAL ASSETS	$	1,098,615		$	1,116,353

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

BLACK HILLS POWER, INC.

CONDENSED BALANCE SHEETS



(unaudited)	September 30, 2016			December 31, 2015
	(in thousands, except common stock par value and share amounts)
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accounts payable	$	20,647		$	21,297
Accounts payable - affiliates	30,284			30,032
Accrued liabilities	32,286			69,454
Regulatory liabilities, current	52			—
Total current liabilities	83,269			120,783

Long-term debt	339,721			339,616

Deferred credits and other liabilities:
Deferred income tax liability, net, non-current	212,276			188,961
Regulatory liabilities, non-current	53,344			51,583
Benefit plan liabilities	20,161			20,033
Other, non-current liabilities	1,291			3,398
Total deferred credits and other liabilities	287,072			263,975

Commitments and contingencies (Notes 4, 5 and 8)

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	326,797			330,295
Accumulated other comprehensive loss	(1,235		)	(1,307		)
Total stockholder’s equity	388,553			391,979
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	1,098,615		$	1,116,353

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

BLACK HILLS POWER, INC.

CONDENSED STATEMENTS OF CASH FLOWS



(unaudited)	Nine Months Ended September 30,
	2016			2015
	(in thousands)
Operating activities:
Net income	$	33,002		$	33,237
Adjustments to reconcile net income to net cash provided by operating activities-
Depreciation and amortization	25,363			24,215
Deferred income tax	22,267			8,161
Employee benefits	1,327			1,802
AFUDC - equity	(1,595		)	(584		)
Other adjustments, net	118			139
Change in operating assets and liabilities -
Accounts receivable and other current assets	5,499			1,291
Accounts payable and other current liabilities	1,662			5,638
Regulatory assets - current	(4,029		)	(1,848		)
Regulatory liabilities - current	—			(2,479		)
Contributions to defined benefit pension plan	(820		)	—
Other operating activities, net	(3,994		)	8,019
Net cash provided by (used in) operating activities	78,800			77,591

Investing activities:
Property, plant and equipment additions	(65,062		)	(39,338		)
Change in money pool notes receivable, net	(10,966		)	(14,694		)
Other investing activities	(81		)	(103		)
Net cash provided by (used in) investing activities	(76,109		)	(54,135		)

Financing activities:
Net cash provided by (used in) financing activities	—			—

Net change in cash and cash equivalents	2,691			23,456

Cash and cash equivalents, beginning of period	7,559			6,620
Cash and cash equivalents, end of period	$	10,250		$	30,076

See Note 7 for supplemental cash flow information.

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

BLACK HILLS POWER, INC.

Notes to Condensed Financial Statements

(unaudited)

(Reference is made to Notes to Financial Statements

included in our 2015 Annual Report on Form 10-K)

(1) MANAGEMENT’S STATEMENT

The unaudited condensed financial statements included herein have been prepared by Black Hills Power, Inc. (the “Company,” “we,” “us,” or “our”), pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, we believe that the footnotes adequately disclose the information presented. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto, included in our 2015 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, including accruals, which are, in the opinion of management, necessary for a fair presentation of the September 30, 2016, December 31, 2015 and September 30, 2015 financial information and are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2016 and September 30, 2015, and our financial condition as of September 30, 2016 and December 31, 2015 are not necessarily indicative of the results of operations and financial condition to be expected as of or for any other period.

Recently Issued and Adopted Accounting Standards

Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, ASU 2016-15

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). This ASU requires changes in the presentation of certain items including but not limited to debt prepayment or debt extinguishment costs; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investees. The ASU will be effective for fiscal years beginning after December 15, 2017. We are currently assessing the impact that adoption of ASU 2016-15 will have on our financial position, results of operations and cash flows.

Leases, ASU 2016-02

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases. This ASU requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of 12 months or less. The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The guidance is effective for us beginning after December 15, 2018. Early adoption is permitted. We are currently assessing the impact that adoption of ASU 2016-02 will have on our financial position, results of operations or cash flows.

Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent), ASU 2015-07

On May 1, 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent). This ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient and also removes certain disclosure requirements. The new requirements were effective for us beginning January 1, 2016 and will be applied retrospectively to all periods presented, in our 2016 Form 10-K. This ASU will not materially affect our financial statements and disclosures, but will change certain presentation and disclosure of the fair value of certain plan assets in our pension and other postretirement benefit plan disclosures in our 2016 Form 10-K, for all periods presented.

Simplifying the Presentation of Debt Issuance Costs, ASU 2015-03

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. Debt issuance costs related to a recognized debt liability are presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts, rather than as an asset. Amortization of these costs will continue to be reported as interest expense. ASU 2015-03 is effective for annual and interim reporting periods beginning after December 15, 2015. We adopted ASU 2015-03 in the first quarter of 2016 on a retrospective basis. As of September 30, 2016, we have presented the debt issuance costs, previously reported in other assets, as direct deductions from the carrying amount of long-term debt. The implementation of this standard resulted in reductions of other non-current assets and long-term debt of $3.1 million in the Condensed Balance Sheets as of December 31, 2015. Adoption of ASU 2015-03 did not have a material impact on our financial position.

Revenue from Contracts with Customers, ASU 2014-09

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. On July 9, 2015, FASB voted to defer the effective date of ASU 2014-09 by one year. The guidance is effective for annual and interim reporting periods beginning after December 15, 2017 and early adoption is permitted. Entities will have the option of using either a full retrospective or modified retrospective approach to adopting this guidance. Under the modified approach, an entity would recognize the cumulative effect of initially applying the guidance with an adjustment to the opening balance of retained earnings in the period of adoption. As of September 30, 2016, we were actively evaluating all of our sources of revenue to determine the impact that adoption of ASU 2014-09 will have on our financial position, results of operations and cash flows.


(2)	ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Following is a summary of Receivables - customers, net included in the accompanying Condensed Balance Sheets (in thousands) as of:



	September 30, 2016			December 31, 2015
Accounts receivable trade	$	15,171		$	15,268
Unbilled revenues	10,651			12,795
Allowance for doubtful accounts	(189		)	(207		)
Receivables - customers, net	$	25,633		$	27,856


(3)	REGULATORY ACCOUNTING

Our regulated electric operations are subject to regulation by various state and federal agencies. The accounting policies followed are generally subject to the Uniform System of Accounts of the FERC.

Our regulatory assets and liabilities were as follows (in thousands) as of:



	Recovery/Amortization Period (in years)	September 30, 2016		December 31, 2015
Regulatory assets:
Unamortized loss on reacquired debt ^(a)	8	$	1,885	$	2,096
AFUDC ^(b)	45	9,184		8,571
Employee benefit plans ^(c)	12	20,866		20,866
Deferred energy and fuel cost adjustments - current^(a)	Less than 1 year	22,816		19,875
Flow through accounting ^(a)	35	12,498		12,104
Decommissioning costs, net of amortization^(b)	9	12,625		13,686
Other regulatory assets ^(a) ^(d)	2	10,741		8,615
Total regulatory assets		$	90,615	$	85,813



Regulatory liabilities:
Cost of removal for utility plant ^(a)	44	$	40,728	$	38,131
Employee benefit plans ^(c)	12	12,616		12,616
Other regulatory liabilities	13	52		836
Total regulatory liabilities		$	53,396	$	51,583

____________________


(a)	Recovery of costs, but we are not allowed a rate of return.


(b)	In addition to recovery of costs, we are allowed a rate of return.


(c)	In addition to recovery or repayment of costs, we are allowed a return on a portion of this amount or a reduction in rate base, respectively.


(d)	Includes approximately $9.8 million and $5.0 million of vegetation management expenses at September 30, 2016 and December 31, 2015, respectively, for which we are allowed a rate of return.


(4)	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) as of:



	September 30, 2016		December 31, 2015
Receivables - affiliates	$	5,216	$	5,747
Accounts payable - affiliates	$	30,284	$	30,032

Money Pool Notes Receivable and Notes Payable

We have entered into a Utility Money Pool Agreement (the “Agreement”) with BHC, Black Hills Service Company and the utility companies conducting business as Black Hills Energy. We are the administrator of the Money Pool. Under the Agreement, we may borrow from BHC; however the Agreement restricts us from loaning funds to BHC or to any of BHC’s non-utility subsidiaries. The Agreement does not restrict us from paying dividends to BHC. Borrowings and advances under the Agreement bear interest at the weighted average daily cost of our parent company’s credit facility borrowings 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 plus 1.0%. At September 30, 2016, the average cost of borrowing under the Utility Money Pool was 1.81%.

We had the following balances with the Utility Money Pool (in thousands) as of:



	September 30, 2016		December 31, 2015
Money pool notes receivable, net	$	51,279	$	76,813

Our net interest income (expense) relating to balances with the Utility Money Pool was as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Net interest income (expense)	$	277	$	309	$	845	$	855

Other related party activity was as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Revenue:
Energy sold to Cheyenne Light	$	599	$	553	$	1,908	$	1,258
Rent from electric properties	$	1,229	$	1,158	$	3,817	$	3,614

Fuel and purchased power:
Purchases of coal from WRDC	$	4,122	$	4,580	$	12,275	$	12,724
Purchase of excess energy from Cheyenne Light	$	64	$	111	$	172	$	800
Purchase of renewable wind energy from Cheyenne Light - Happy Jack	$	312	$	268	$	1,329	$	1,097
Purchase of renewable wind energy from Cheyenne Light - Silver Sage	$	547	$	476	$	2,276	$	1,910

Gas transportation service agreement:
Gas transportation service agreement with Cheyenne Light for firm and interruptible gas transportation	$	100	$	103	$	300	$	310

Corporate support:
Corporate support services and fees from Parent, Black Hills Service Company and Black Hills Utility Holdings	$	6,257	$	6,213	$	19,155	$	19,873


(5)	EMPLOYEE BENEFIT PLANS

Beginning in 2016, we changed the method used to estimate the service and interest cost components of the net periodic pension, supplemental non-qualified defined benefit and other postretirement benefit costs. The new method uses the spot yield curve approach to estimate the service and interest costs by applying the specific spot rates along the yield curve used to determine the benefit obligations to relevant projected cash outflows. Previously, those costs were determined using a single weighted-average discount rate. The change does not affect the measurement of the total benefit obligations as the change in service and interest costs offsets the actuarial gains and losses recorded in other comprehensive income, regulatory assets or regulatory liabilities. The new method provides a more precise measure of interest and service costs by improving the correlation between the projected benefit cash flows and the discrete spot yield curve rates. We accounted for this change as a change in estimate prospectively beginning in the first quarter of 2016. The discount rates used to measure the 2016 service costs are 4.81%, 4.88% and 4.18% for pension, supplemental non-qualified defined benefit and other postretirement benefit costs, respectively. The discount rates used to measure the 2016 interest costs are 3.90%, 3.82% and 3.17% for pension, supplemental non-qualified defined benefit and other postretirement benefit costs, respectively. The previous method would have used a discount rate for both service and interest costs of 4.63% for pension, 4.50% for supplemental non-qualified defined benefit and 4.03% for other postretirement benefit costs. The decrease in the total 2016 service and interest costs is approximately $0.5 million, $0.3 million and $0.1 million for the pension, supplemental non-qualified defined benefit and other postretirement benefit costs, respectively, as compared to the previous method.

The components of net periodic benefit cost for the Defined Benefit Pension Plan were as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Service cost	$	151		$	199		$	453		$	597
Interest cost	625			739			1,875			2,217
Expected return on plan assets	(908		)	(984		)	(2,724		)	(2,952		)
Prior service cost	11			11			33			33
Net loss (gain)	498			549			1,496			1,647
Net periodic benefit cost	$	377		$	514		$	1,133		$	1,542

Defined Benefit Postretirement Healthcare Plan

The components of net periodic benefit cost for the Defined Benefit Postretirement Healthcare Plan were as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Service cost	$	51		$	59		$	153		$	176
Interest cost	47			53			141			160
Prior service cost (benefit)	(84		)	(84		)	(252		)	(252		)
Net periodic benefit cost	$	14		$	28		$	42		$	84

Supplemental Non-qualified Defined Benefit Plans

The components of net periodic benefit cost for the Supplemental Non-qualified Defined Benefit Plans were as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Interest cost	$	30	$	35	$	90	$	107
Net loss (gain)	20		23		62		69
Net periodic benefit cost	$	50	$	58	$	152	$	176

Contributions

We anticipate we will make contributions to the benefit plans during 2016 and 2017. Contributions to the Defined Benefit Pension Plan are cash contributions made directly to the Pension Plan Trust accounts. Contributions to the Healthcare and Supplemental Plans are made in the form of benefit payments. Contributions and anticipated contributions are as follows (in thousands):



	Contributions Nine Months Ended September 30, 2016		Remaining Anticipated Contributions for 2016		Anticipated Contributions for 2017
Defined Benefit Pension Plan	$	820	$	—	$	1,615
Defined Benefit Postretirement Healthcare Plan	$	464	$	155	$	509
Supplemental Non-qualified Defined Benefit Plans	$	162	$	54	$	248


(6)	FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting guidance on fair value measurements establishes a hierarchy for grouping assets and liabilities, based on significance of inputs. For additional information see Note 1 included in our 2015 Annual Report on Form 10-K filed with the SEC.

The estimated fair values of our financial instruments were as follows (in thousands) as of:



	September 30, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents ^(a)	$	10,250	$	10,250	$	7,559	$	7,559
Long-term debt, including current maturities^(b)	$	339,721	$	445,104	$	339,616	$	404,864

_________________


(a)	Carrying value approximates fair value due to either short-term length of maturity or variable interest rates that approximate prevailing market rates and therefore is classified in Level 1 in the fair value hierarchy.

(b)

Long-term debt is valued using the market approach based on observable inputs of quoted market prices and yields available for debt instruments either directly or indirectly for similar maturities and debt ratings in active markets and therefore is classified in Level 2 in the fair value hierarchy. The carrying amount of our variable rate debt approximates fair value due to the variable interest rates with short reset periods.


(7)	SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION



Nine months ended September 30,	2016			2015
	(in thousands)
Non-cash investing and financing activities -
Property, plant and equipment acquired with accrued liabilities	$	5,565		$	2,074
Non-cash (decrease) to money pool notes receivable, net	$	(36,500	)	$	(18,500	)
Non-cash dividend to Parent	$	36,500		$	18,500

Cash (paid) refunded during the period for -
Interest (net of amounts capitalized)	$	(13,486	)	$	(14,192	)


(8)	COMMITMENTS AND CONTINGENCIES

There have been no significant changes to commitments and contingencies from those previously disclosed in Note 11 of our Notes to the Financial Statements in our 2015 Annual Report on Form 10-K.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Amounts are presented on a pre-tax basis unless otherwise indicated.

Minor differences in amounts may result due to rounding.

Significant Events

Name Rebranding

We now operate with the trade name Black Hills Energy. BHC rebranded all of its regulated utilities to operate under the name Black Hills Energy.

Regulatory Matters

During the first quarter of 2016, we commenced construction of the $54 million, 230-kV, 144 mile-long transmission line that will connect the Teckla Substation in northeast Wyoming, to the Lange Substation near Rapid City, South Dakota. The first segment of this project connecting Teckla to Osage, WY was energized on August 31, 2016. The second segment of the project is expected to be placed in service in the first half of 2017.

Results of Operations

The following discussion includes financial information prepared in accordance with GAAP, as well as another financial measure, gross margin, that is considered a “non-GAAP financial measure.” Generally, a non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. Gross margin (revenue less cost of sales) is a non-GAAP financial measure due to the exclusion of depreciation from the measure. The presentation of gross margin is intended to supplement investors’ understanding of our operating performance.

Gross margin is calculated as operating revenue less cost of fuel and purchased power. Our gross margin is impacted by the fluctuations in power purchases, natural gas and other fuel supply costs. However, while these fluctuating costs impact gross margin as a percentage of revenue, they only impact total gross margin if the costs cannot be passed through to our customers.

Our gross margin measure may not be comparable to other companies’ gross margin measure. Furthermore, this measure is not intended to replace operating income as determined in accordance with GAAP as an indicator of operating performance.

The following tables provide certain financial information and operating statistics:



	Three Months Ended September 30,									Nine Months Ended September 30,
	2016			2015			Variance			2016			2015			Variance
	(in thousands)
Revenue	$	66,728		$	72,111		$	(5,383	)	$	197,389		$	210,432		$	(13,043	)
Fuel and purchased power	18,421			21,983			(3,562		)	55,375			63,440			(8,065		)
Gross margin	48,307			50,128			(1,821		)	142,014			146,992			(4,978		)

Operating expenses	25,897			26,672			(775		)	79,888			80,903			(1,015		)
Operating income	22,410			23,456			(1,046		)	62,126			66,089			(3,963		)

Interest income (expense), net	(4,625		)	(5,034		)	409			(14,478		)	(16,158		)	1,680
Other income (expense), net	654			455			199			1,670			703			967
Income tax expense	(6,429		)	(6,590		)	161			(16,316		)	(17,397		)	1,081
Net income	$	12,010		$	12,287		$	(277	)	$	33,002		$	33,237		$	(235	)



	Electric Revenue by Customer Type
	Three Months Ended September 30,					Nine Months Ended September 30,
	(in thousands)
	2016		Percentage Change	2015		2016		Percentage Change	2015
Residential	$	17,501	(5)%	$	18,471	$	53,057	(2)%	$	54,081
Commercial	25,714		(5)%	27,156		73,026		(4)%	76,330
Industrial	8,275		(1)%	8,364		24,540		(2)%	25,122
Municipal	1,053		3%	1,024		2,844		4%	2,741
Total retail revenue	52,543		(4)%	55,015		153,467		(3)%	158,274
Contract wholesale	4,596		1%	4,563		12,717		(9)%	13,962
Wholesale off-system	3,984		(26)%	5,417		11,304		(40)%	18,718
Other revenue	5,605		(21)%	7,116		19,901		2%	19,478
Total revenue	$	66,728	(7)%	$	72,111	$	197,389	(6)%	$	210,432



	Megawatt Hours Sold by Customer Type
	Three Months Ended September 30,			Nine Months Ended September 30,
	2016	Percentage Change	2015	2016	Percentage Change	2015
Residential	124,012	(3)%	128,474	381,616	(1)%	385,454
Commercial	213,276	(2)%	218,305	592,371	(2)%	603,272
Industrial	110,220	—%	109,725	320,861	(1)%	324,078
Municipal	9,927	6%	9,322	25,855	7%	24,058
Total retail quantity sold	457,435	(2)%	465,826	1,320,703	(1)%	1,336,862
Contract wholesale	62,547	(5)%	65,952	182,087	(15)%	215,119
Wholesale off-system	128,415	(17)%	154,215	438,852	(32)%	646,066
Total quantity sold	648,397	(5)%	685,993	1,941,642	(12)%	2,198,047
Losses and company use	41,585	(16)%	49,496	111,437	(10)%	123,135
Total energy	689,982	(6)%	735,489	2,053,079	(12)%	2,321,182



	Megawatt Hours Generated and Purchased
	Three Months Ended September 30,			Nine Months Ended September 30,
Generated -	2016	Percentage Change	2015	2016	Percentage Change	2015
Coal-fired ^(a)	401,231	3%	389,784	1,054,264	(10)%	1,166,381
Gas-fired	41,654	10%	37,721	96,649	68%	57,482
Total generated	442,885	4%	427,505	1,150,913	(6)%	1,223,863

Total purchased	247,097	(20)%	307,984	902,166	(18)%	1,097,319
Total generated and purchased	689,982	(6)%	735,489	2,053,079	(12)%	2,321,182

____________________


(a)	Decrease is primarily due to a planned outage at Wygen III and an extended planned outage at Wyodak for the nine months ended September 30, 2016.



	Power Plant Availability
	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Coal-fired plants ^(a)	92.8	%	93.6	%	83.2	%	92.1	%
Other plants	97.7	%	93.7	%	98.4	%	95.3	%
Total availability	95.6	%	93.7	%	91.8	%	93.9	%

____________________


(a)	Decrease is primarily due to a planned outage at Wygen III and an extended planned outage at Wyodak during the nine months ended September 30, 2016.



	Degree Days						Degree Days
	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	Actual	Variance from 30-year Average		Actual	Variance from 30-year Average		Actual	Variance from 30-year Average		Actual	Variance from 30-year Average

Heating degree days	161	(23	)%	127	(40	)%	3,844	(13	)%	4,005	(10	)%
Cooling degree days	460	(18	)%	477	(15	)%	646	(3	)%	573	(14	)%

Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015. Net income was $12 million compared to $12 million for the same period in the prior year primarily due to the following:

Gross margin decreased primarily due to lower retail volumes and the impact of a decrease in cooling degree days compared to the same period in the prior year.

Operations and maintenance decreased primarily due to lower employee costs driven by a change in operating expense allocations impacting us as a result of our Parent Company integrating the acquired SourceGas utilities and lower generation and outside services, partially offset by higher depreciation expense driven by additional plant in service compared to the same period in the prior year.

Interest expense, net decreased primarily due to higher AFUDC income in the current year driven by higher construction work-in-process balances compared 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 was comparable to the same period in the prior year.

Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015. Net income was $33 million compared to $33 million for the same period in the prior year primarily due to the following:

Gross margin decreased primarily due to a prior year increase in return on invested capital of $1.2 million from a rate case, a $1.8 million decrease due to third party billing true-ups related to the current and prior years and a decrease in commercial MW sold driven by lower demand, partially offset by the weather impact from the increase in cooling degree days compared to the same period in the prior year.

Operations and maintenance decreased primarily due to lower employee costs driven by a change in operating expense allocations impacting us as a result of our Parent Company integrating the acquired SourceGas utilities, partially offset by higher depreciation expense driven by additional plant in service compared to the same period in the prior year.

Interest expense, net decreased primarily due to higher AFUDC income in the current year driven by higher construction work-in-process balances compared 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 was comparable to the same period in the prior year.

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. The following table represents our secured credit rating from each agency’s review which was in effect at September 30, 2016:



Rating Agency	Secured Rating
S&P	A-
Moody’s	A1
Fitch	A

FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains forward-looking statements as defined by the SEC. Forward-looking statements are all statements other than statements of historical fact, including without limitation those statements that are identified by the words “anticipates”, “estimates”, “expects”, “intends”, “plans”, “predicts” and similar expressions, and include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. From time to time, the Company may publish or otherwise make available forward-looking statements of this nature, including statements contained within Item 2 - Management’s Discussion & Analysis of Financial Condition and Results of Operations.

Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. The Company’s expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Nonetheless, the Company’s expectations, beliefs or projections may not be achieved or accomplished.

Any forward-looking statement contained in this document speaks only as of the date on which the statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances that occur after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of the factors, nor can it assess the effect of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. All forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are expressly qualified by the risk factors and cautionary statements described in Item 1A of our 2015 Annual Report on Form 10-K, including statements contained within Item 1A - Risk Factors and Part II, Item 1A of this Quarterly Report on Form 10-Q.


ITEM 4.	CONTROLS AND PROCEDURES

This section should be read in conjunction with Item 9A, “Controls and Procedures” included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of September 30, 2016. Based on their evaluation, they have concluded that our disclosure controls and procedures were effective as of September 30, 2016.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Security Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2016, there have been no changes in our internal control over financial reporting that have 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 11 of Notes to Financial Statements in Item 8 of our 2015 Annual Report on Form 10-K and Note 8 of our Notes to Condensed Financial Statements in this Quarterly Report on Form 10-Q, which information from Note 8 is incorporated by reference into this item.


Item 1A.	Risk Factors

There are no material changes to the Risk Factors previously disclosed in Item 1A of Part I in our Annual Report on Form 10-K for the year ended December 31, 2015.


Item 6.	Exhibits


Exhibit 3.1*	Restated Articles of Incorporation of the Registrant dated March 30, 2015 (filed as Exhibit 3.1 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2015).


Exhibit 3.2*	Amended and Restated Bylaws of the Registrant dated March 30, 2015 (filed as Exhibit 3.2 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2015).

Exhibit 4.1*

Restated and Amended Indenture of Mortgage and Deed of Trust of Black Hills Corporation (now called Black Hills Power, Inc.) dated as of September 1, 1999 (filed as Exhibit 4.19 to the Registrant’s Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (No. 333-150669-01)). First Supplemental Indenture, dated as of August 13, 2002, between Black Hills Power, Inc. and The Bank of New York Mellon (as successor to J.P. Morgan Chase Bank), as Trustee (filed as Exhibit 4.20 to the Registrant’s Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (No. 333-150669-01)). Second Supplemental Indenture, dated as of October 27, 2009, between Black Hills Power, Inc. and The Bank of New York Mellon (filed as Exhibit 4.21 to the Registration Statement on Form S-3 (No. 333-150669-01)). Third Supplemental Indenture, dated as of October 1, 2014, between Black Hills Power, Inc. and The Bank of New York Mellon (filed as Exhibit 10.1 to the Registrant’s Form 8-K filed on October 2, 2014).


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	Financial Statements for XBRL Format

_________________________


*	Previously filed as part of the filing indicated and incorporated by reference herein.

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/ RICHARD W. KINZLEY

Richard W. Kinzley, Senior Vice President

and Chief Financial Officer

Dated: November 4, 2016

EXHIBIT INDEX


Exhibit Number	Description


Exhibit 3.1*	Restated Articles of Incorporation of the Registrant dated March 30, 2015 (filed as Exhibit 3.1 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2015).


Exhibit 3.2*	Amended and Restated Bylaws of the Registrant dated March 30, 2015 (filed as Exhibit 3.2 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2015).

Exhibit 4.1*


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	Financial Statements for XBRL Format

_________________________


*	Previously filed as part of the filing indicated and incorporated by reference herein.

BLACK HILLS POWER INC - FORM 10-Q - November 4, 2016

Attached files

BLACK HILLS POWER INC Reports