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 Corporations (the Companys) 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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