EXHIBIT 99

BLACK HILLS CORPORATION

 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The following unaudited pro forma condensed financial statements present financial information to give effect of the July 11, 2008 sale of seven of Black Hills Corporation’s (the Company’s) independent power plants (the IPP Assets) to be accounted for in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144). The unaudited pro forma condensed consolidated financial statements are based on the Company’s historical consolidated financial statements, adjusted to give effect to the disposition of the IPP Assets in accordance with the underlying terms of the related sale agreement. The unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2007 and the three months ended March 31, 2008 have been prepared to present the consolidated results of continuing operations of the Company, assuming the sale occurred as of January 1, 2007. The unaudited pro forma condensed consolidated balance sheet presents our financial position assuming the sale of the IPP Assets had occurred on March 31, 2008. The unaudited pro forma condensed consolidated financial statements do not assume the use of any proceeds from the sale of the IPP Assets to invest in the Company, purchase a similar asset or reduce outstanding debt.

 

Management believes that the assumptions used to derive the unaudited pro forma condensed consolidated financial statements are reasonable under the circumstances and given the information available. Such pro forma financial data has been provided for informational purposes and is not necessarily indicative of the Company’s financial condition or results of operations that actually would have been attained had the transaction occurred at the dates indicated, and is not necessarily indicative of the Company’s financial position or results of operations that will be achieved in the future. As a result of the IPP Asset sale the historical operations of the IPP Assets will be shown as discontinued operations in the Company’s future consolidated financial statements beginning with the Form 10-Q for the second quarter of 2008. In addition, these unaudited pro forma financial statements have been presented on a basis to eliminate the effects of reporting discontinued operations. The unaudited pro forma condensed consolidated financial statements together with the notes thereto should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes thereto, which can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities Exchange Commission (SEC) on February 29, 2008 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, filed with the SEC on May 9, 2008.

 

1

BLACK HILLS CORPORATION

CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET

(unaudited)

 

 

 

 

 

 

 

As reported

Pro Forma

 

Restated Pro Forma

 

March 31, 2008

Adjustments

 

March 31,2008

 

(in thousands, except per share amounts)

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

75,605

$

758,183

(1)

$

833,788

Restricted cash

 

5,484

 

 

 

5,484

Short-term investments

 

7,290

 

 

 

7,290

Receivables (net of allowance for doubtful

 

 

 

 

 

 

 

accounts of $4,213)

 

270,763

 

(16,585)

(1)

 

254,178

Materials, supplies and fuel

 

87,937

 

(7,404)

(1)

 

80,533

Derivative assets

 

46,337

 

 

 

46,337

Deferred income taxes

 

14,011

 

 

 

14,011

Other assets

 

16,048

 

(1,610)

(1)

 

14,438

Assets of discontinued operations

 

1,106

 

 

 

1,106

 

 

524,581

 

732,584

 

 

1,257,165

 

 

 

 

 

 

 

 

Investments

 

16,745

 

 

 

16,745

 

 

 

 

 

 

 

 

Property, plant and equipment

 

2,564,259

 

(661,163)

(1)

 

1,903,096

Less accumulated depreciation and depletion

 

(689,997)

 

163,268

(1)

 

(526,729)

 

 

1,874,262

 

(497,895)

 

 

1,376,367

Other assets:

 

 

 

 

 

 

 

Derivative assets

 

1,360

 

 

 

1,360

Goodwill

 

40,501

 

(26,501)

(1)

 

14,000

Intangible assets (net of accumulated amortization

 

 

 

 

 

 

 

of $28,865)

 

20,275

 

(20,272)

(1)

 

3

Other

 

47,343

 

(14,736)

(1)

 

32,607

 

 

109,479

 

(61,509)

 

 

47,970

 

$

2,525,067

$

173,180

 

$

2,698,247

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

242,048

$

(3,093)

(1)

$

238,955

Accrued liabilities

 

104,808

 

(6,407)

(1)

 

98,401

Derivative liabilities

 

72,526

 

 

 

72,526

Notes payable

 

73,000

 

 

 

73,000

Current maturities of long-term debt

 

143,187

 

(12,857)

(1)

 

130,330

Accrued income taxes

 

303

 

98,835

(1)

 

99,138

Liabilities of discontinued operations

 

757

 

 

 

757

 

 

636,629

 

76,478

 

 

713,107

 

 

 

 

 

 

 

 

Long-term debt, net of current maturities

 

561,136

 

(57,857)

(1)

 

503,279

 

 

 

 

 

 

 

 

Deferred credits and other liabilities:

 

 

 

 

 

 

 

Deferred income taxes

 

209,272

 

 

 

209,272

Derivative liabilities

 

16,516

 

 

 

16,516

Other

 

131,032

 

(30)

(1)

 

131,002

 

 

356,820

 

(30)

 

 

356,790

 

 

 

 

 

 

 

 

Minority interest in subsidiaries

 

5,244

 

 

 

5,244

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock equity –

 

 

 

 

 

 

 

Common stock $1 par value; 100,000,000 shares

 

 

 

 

 

 

 

authorized; Issued 38,425,006 shares

 

38,425

 

 

 

38,425

Additional paid-in capital

 

578,742

 

 

 

578,742

Retained earnings

 

400,909

 

154,589

(1), (3)

 

555,498

Treasury stock at cost – 29,400 shares

 

(1,050)

 

 

 

(1,050)

Accumulated other comprehensive loss

 

(51,788)

 

 

 

(51,788)

 

 

965,238

 

154,589

 

 

1,119,827

 

 

 

 

 

 

 

 

 

$

2,525,067

$

173,180

 

$

2,698,247

 

The accompanying notes to condensed consolidated pro forma financial statements are an integral part of these

condensed consolidated pro forma financial statements.

 

2

BLACK HILLS CORPORATION

CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF INCOME

(unaudited)

 

 

 

 

 

 

 

As Reported for the

 

 

Total Pro Forma for the

 

Three Months Ended

Pro Forma

 

Three Months Ended

 

March 31, 2008

Adjustments

 

March 31,2008

 

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

Operating revenues

$

179,211

$

(26,361)

(1)

$

152,850

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Fuel and purchased power

 

54,615

 

(904)

(1)

 

53,711

Operations and maintenance

 

26,203

 

(5,552)

(1)

 

20,651

Administrative and general

 

25,549

 

(1,490)

(1), (2)

 

24,059

Depreciation, depletion and amortization

 

25,644

 

(6,257)

(1)

 

19,387

Taxes, other than income taxes

 

10,636

 

(1,128)

(1)

 

9,508

 

 

142,647

 

(15,331)

 

 

127,316

 

 

 

 

 

 

 

 

Operating income

 

36,564

 

(11,030)

 

 

25,534

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

Interest expense

 

(12,333)

 

3,139

(1)

 

(9,194)

Interest income

 

433

 

(7)

(1)

 

426

Allowance for funds used during

 

 

 

 

 

 

 

construction – equity

 

281

 

 

 

281

Other income, net

 

344

 

(8)

(1)

 

336

 

 

(11,275)

 

3,124

 

 

(8,151)

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

 

 

 

 

 

before equity in earnings of

 

 

 

 

 

 

 

unconsolidated subsidiaries, minority

 

 

 

 

 

 

 

interest and income taxes

 

25,289

 

(7,906)

 

 

17,383

Equity in earnings of unconsolidated

 

 

 

 

 

 

 

subsidiaries

 

232

 

 

 

232

Minority interest

 

(77)

 

 

 

(77)

Income tax expense

 

(8,872)

 

3,070

(1)

 

(5,802)

 

 

 

 

 

 

 

 

Income from continuing operations

$

16,572

$

(4,836)

 

$

11,736

 

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

 

outstanding:

 

 

 

 

 

 

 

Basic

 

37,826

 

 

 

 

37,826

Diluted

 

38,399

 

 

 

 

38,399

 

 

 

 

 

 

 

 

Earnings per share from continuing operations:

 

 

 

 

 

 

 

Basic

$

0.43

 

 

 

$

0.31

Diluted

$

0.43

 

 

 

$

0.31

 

 

 

 

 

 

 

 

 

The accompanying notes to condensed consolidated pro forma financial statements are an integral part of these

condensed consolidated pro forma financial statements.

3

BLACK HILLS CORPORATION

CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF INCOME

(unaudited)

 

 

Twelve Months

 

 

Total Pro Forma for

 

Ended

 

 

the Twelve Months

 

December 31, 2007

Pro Forma

 

Ended December 31,

 

as Reported

Adjustments

 

2008

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

$

695,914

$

(121,076)

(1)

$

574,838

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Fuel and purchased power

 

175,919

 

(4,117)

(1)

 

171,802

Operations and maintenance

 

84,045

 

(26,086)

(1)

 

57,959

Administrative and general

 

115,568

 

(4,231)

(1), (2)

 

111,337

Depreciation, depletion and amortization

 

99,700

 

(27,933)

(1)

 

71,767

Taxes, other than income taxes

 

37,816

 

(4,873)

(1)

 

32,943

Impairment of long-lived assets

 

3,315

 

 

 

3,315

 

 

516,363

 

(67,240)

 

 

449,123

 

 

 

 

 

 

 

 

Operating income

 

179,551

 

(53,836)

 

 

125,715

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

Interest expense

 

(40,953)

 

15,772

(1)

 

(25,181)

Interest income

 

3,609

 

(44)

(1)

 

3,565

Allowance for funds used during

 

 

 

 

 

 

 

construction – equity

 

4,803

 

 

 

4,803

Other expense

 

(423)

 

51

(1)

 

(372)

Other income, net

 

786

 

 

 

786

 

 

(32,178)

 

15,779

 

 

(16,399)

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

 

 

 

 

 

before equity in earnings of

 

 

 

 

 

 

 

unconsolidated subsidiaries, minority

 

 

 

 

 

 

 

interest and income taxes

 

147,373

 

(38,057)

 

 

109,316

Equity in earnings of unconsolidated

 

 

 

 

 

 

 

subsidiaries

 

(1,231)

 

 

 

(1,231)

Minority interest

 

(377)

 

 

 

(377)

Income tax expense

 

(45,641)

 

14,179

(1)

 

(31,462)

 

 

 

 

 

 

 

 

Income from continuing operations

$

100,124

$

(23,878)

 

$

76,246

 

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

 

outstanding:

 

 

 

 

 

 

 

Basic

 

37,024

 

 

 

 

37,024

Diluted

 

37,414

 

 

 

 

37,414

 

 

 

 

 

 

 

 

Earnings per share from continuing operations:

 

 

 

 

 

 

 

Basic

$

2.70

 

 

 

$

2.06

Diluted

$

2.68

 

 

 

$

2.04

 

 

 

 

 

 

 

 

 

The accompanying notes to condensed consolidated pro forma financial statements are an integral part of these

condensed consolidated pro forma financial statements.

 

4

BLACK HILLS CORPORATION

 

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

 

On July 11, 2008, the Company completed a sale of seven independent power plants consisting of 974 megawatts for $840 million cash, subject to working capital adjustments. The net proceeds from the sale were approximately $762.8 million, reflecting the repayment of associated project debt financing and the effects of estimated working capital adjustments. Based on March 31, 2008 historical balances, the after-tax gain on the sale was approximately $154.6 million. Actual adjustments and balances will result in differences from the information presented. The accompanying unaudited pro forma condensed consolidated financial statements do not assume the use of any proceeds from the sale of the IPP Assets to invest in the Company, purchase similar assets or reduce outstanding debt. The unaudited pro forma condensed balance sheet presented herein assumes the sale occurred as of March 31, 2008. The unaudited pro forma condensed consolidated statements of income are presented as if the sale occurred as of January 1, 2007. Such pro forma information is based on the Company’s historical consolidated financial statements and accompanying notes thereto, which can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities Exchange Commission (SEC) on February 29, 2008 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, filed with the SEC on May 9, 2008. The IPP Assets sold were previously reported within the Power Generation segment for reporting purposes within the Company’s historical consolidated financial statements and accompanying notes thereto.

 

Pro Forma adjustments are based on the following:

 

 

1.

The pro forma adjustments represent the discontinued operations of the IPP Assets. This presentation of discontinued operations has been prepared in accordance with SFAS 144. Additionally, interest expense has been presented within discontinued operations in accordance with Emerging Issues Task Force Issues 87-24, “Allocation of Interest to Discontinued Operations”.

 

2.

General indirect corporate overhead costs previously allocated to the IPP Assets and present within the related operating results of the Power Generation segment within the Company’s historical consolidated financial statements have been excluded from reclassification as discontinued operations. Historical amounts not reclassified to discontinued operations were $1.6 million for the three months ended March 31, 2008 and $6.1 million for the year ended December 31, 2007.

 

3.

The estimated after-tax gain of approximately $154.6 million is reflected as an adjustment to retained earnings. This estimate is based on the historical information as of March 31, 2008. Actual adjustments and balances will result in differences from the information presented.

 

5