Dividends paid on our common stock totaled $20.9 million during the six months ended June 30, 2005, or $0.32 per share, per quarter in the first and second quarters of 2005. This reflects a 3.2 percent increase, as approved by our board of directors in January 2005, from the 2004 quarterly dividend level. The determination of the amount of future cash dividends, if any, to be declared and paid will depend upon, among other things, our financial condition, funds from operations, the level of our capital expenditures, restrictions under PUHCA, restrictions under our credit facilities and our future business prospects.
Our principal sources of short-term liquidity are our revolving bank facility and cash provided by operations. Our liquidity position remained strong during the first six months of 2005. As of June 30, 2005, we had approximately $60.6 million of cash unrestricted for operations and $400 million of credit through revolving bank facilities. Approximately $12.1 million of the cash balance at June 30, 2005 was restricted by subsidiary debt agreements that limit our subsidiaries’ ability to dividend cash to the parent company.
Our revolving credit facility can be used to fund our working capital needs, for general corporate purposes, and to provide liquidity for a commercial paper program if implemented. At June 30, 2005, we had $13.0 million of borrowings outstanding under these facilities. After inclusion of applicable letters of credit, the remaining borrowing capacity under the bank facilities was $335.0 million at June 30, 2005.
On May 5, 2005, we entered into a new $400 million revolving bank facility with ABN AMRO as Administrative Agent, Union Bank of California and US Bank as Co-Syndication Agents, Bank of America and Harris Nesbitt as Co-Documentation Agents, and other syndication participants. The new facility has a five year term, expiring May 4, 2010. The facility contains a provision which allows the facility size to be increased by up to an additional $100 million through the addition of new lenders, or through increased commitments from existing lenders, but only with the consent of such lenders. The cost of borrowings or letters of credit issued under the new facility is determined based on our credit ratings; at our current ratings levels, the facility has an annual facility fee of 17.5 basis points, and has a borrowing spread of 70.0 basis points over the LIBOR (which equates to a 4.04 percent one-month borrowing rate as of June 30, 2005). In conjunction with entering into the new revolving bank facility, we terminated our $125 million revolving bank facility due May 12, 2005 and our $225 million facility due August 20, 2006.
The bank facility includes customary affirmative and negative covenants, such as limitations on the creation of new indebtedness and on certain liens, restrictions on certain transactions and maintenance of the following financial covenants:
If these covenants are violated, it would be considered an event of default entitling the lender to terminate the remaining commitment and accelerate all principal and interest outstanding.
A default under the bank facility may be triggered by events such as a failure to comply with financial covenants or certain other covenants under the bank facility, a failure to make payments when due or a failure to make payments when due in respect of, or a failure to perform obligations relating to, debt obligations of $20 million or more. A default under the bank facility would permit the participating banks to restrict the Company’s ability to further access the credit facility for loans or new letters of credit, require the immediate repayment of any outstanding loans with interest and require the cash collateralization of outstanding letter of credit obligations.
The bank facility prohibits the Company from paying cash dividends unless no default or no event of default exists prior to, or would result after, giving effect to such action.
Our consolidated net worth was $750.6 million at June 30, 2005, which was approximately $110.3 million in excess of the net worth we were required to maintain under the bank facilities in place at June 30, 2005. The long-term debt component of our capital structure at June 30, 2005 was 47.3 percent, our total debt leverage (long-term debt and short-term debt) was 48.2 percent, and our recourse leverage ratio was approximately 46.6 percent.
In addition, Enserco Energy Inc., our gas marketing unit, has a $150 million uncommitted, discretionary line of credit to provide support for the purchase of natural gas. As of June 30, 2005, we had a $3.0 million guarantee to the lender under this facility. At June 30, 2005, there were outstanding letters of credit issued under the facility of $114.5 million, with no borrowing balances outstanding on the facility.
Similarly, Black Hills Energy Resources, Inc. (BHER), our oil marketing unit, has an uncommitted, discretionary credit facility. The facility allows BHER to elect from $25 million up to $40 million of available credit via notification to the bank at the beginning of each calendar quarter. This line of credit provides credit support for the purchases of crude oil by BHER. We provided no guarantee to the lender under this facility. At June 30, 2005, BHER had elected to have $40.0 million of available credit and had letters of credit outstanding of $24.8 million.
There were no changes in our corporate credit ratings during the first six months of 2005; in June 2005, Moody’s revised the outlook on our ratings from negative to stable.
Our ability to obtain additional financing, if necessary, will depend upon a number of factors, including our future performance and financial results, and capital market conditions. We can provide no assurance that we will be able to raise additional capital on reasonable terms or at all.
There have been no material changes in our forecasted liquidity requirements from those reported in Item 7 of our 2004 Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Guarantees
During the first quarter of 2005, a $0.5 million guarantee related to payments under various transactions with Idaho Power Company was reduced to $0.3 million. During the second quarter of 2005, a $0.8 million guarantee related to payments under various transactions with Southern California Edison Company expired and was not renewed. At June 30, 2005, we had guarantees totaling $182.2 million in place.
Capital Requirements
During the six months ended June 30, 2005, capital expenditures were approximately $63.8 million for property, plant and equipment additions and $67.3 million for the acquisition of CLF&P (exclusive of debt assumed). We currently expect capital expenditures for the entire year 2005 to approximate $200 million, as detailed in Item 7 of our 2004 Annual Report on Form 10-K filed with the Securities and Exchange Commission excluding debt assumed in the CLF&P acquisition and the elimination of capital expenditures related to the discontinued Communications segment.
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We continue to actively evaluate potential future acquisitions and other growth opportunities in accordance with our disclosed business strategy. We are not obligated to a project until a definitive agreement is entered into and cannot guarantee we will be successful on any potential projects. Future projects are dependent upon the availability of economic opportunities and, as a result, actual expenditures may vary significantly from forecasted estimates.
RISK FACTORS
Other than as set forth below, there have been no material changes in our Risk Factors from those reported in Items 1 and 2 of our 2004 Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we incorporate by reference herein.
Our utilities may not raise their retail rates without prior approval of the South Dakota Public Utilities Commission (SDPUC) or the Wyoming Public Services Commission (WPSC). Any delays in obtaining approvals or having cost recovery disallowed in such rate proceedings could have an adverse effect on our revenues and results of operation.
The rate freeze agreement with the SDPUC for our Black Hills Power electric utility expired on January 1, 2005. Until such time as we petition the SDPUC or the WPSC for rate relief, or either commission requests a rate review, Black Hills Power may not increase its retail rates. Additionally, Black Hills Power may not invoke any fuel and purchased power adjustment tariff that would take effect prior to the completion of a rate proceeding, absent extraordinary circumstances. Because our utilities are generally unable to increase their base rates without prior approval from the SDPUC and the WPSC, our returns could be threatened by plant outages, machinery failure, increases in fuel and purchased power costs over which our utilities have no control, acts of nature, acts of terrorism or other unexpected events that could cause operating costs to increase and operating margins to decline. Moreover, in the event of unexpected plant outages or machinery failures, Black Hills Power may be required to purchase replacement power in wholesale power markets at prices that exceed the rates it is permitted to charge its retail customers.
As part of the process for obtaining approval to acquire CLF&P, we agreed with the WPSC that CLF&P and Black Hills Power would not raise retail rates for their respective Wyoming customers prior to January 1, 2006. In consideration of such date, our CLF&P utility filed rate cases with the WPSC on April 18, 2005 with respect to its retail gas and electric rates, requesting 5.62% and 3.94% increases in such rates, respectively. In its review of the rate cases, the WPSC will consider, among other things, the return on common equity, overall rate of return, depreciation expenses and cost of capital for CLF&P. Any costs found by the WPSC that have not been prudently incurred would not be recoverable from CLF&P’s customers. Such a finding, among any other unfavorable rulings by the WPSC in these rate cases, could negatively affect our revenues and results of operations.
NEW ACCOUNTING PRONOUNCEMENTS
Other than the new pronouncements reported in our 2004 Annual Report on Form 10-K filed with the Securities and Exchange Commission and those discussed in Note 4 of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, there have been no new accounting pronouncements issued that when implemented would require us to either retroactively restate prior period financial statements or record a cumulative catch-up adjustment.
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FUTURE ISSUES
Energy Policy Act of 2005
In July 2005, Congress passed the Energy Policy Act of 2005 (the Act) and on August 8, 2005 the President signed the act into law. The Act includes numerous provisions meant to increase domestic gas and oil supplies, improve energy system reliability, build new nuclear power plants and expand renewable energy sources. The legislation would also repeal the Public Utility Holding Company Act of 1935. We are currently evaluating the impact that the Act may have on our results of operations and financial condition.
SAFE HARBOR FOR FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q includes “forward-looking statements” as defined by the Securities and Exchange Commission, or 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. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks and uncertainties that, among other things, could cause actual results to differ materially from those contained in the forward-looking statements, including the risk factors described in Items 1 and 2 of our 2004 Annual Report on Form 10-K and in Item 2 of Part I of this quarterly report on Form 10-Q filed with the SEC, and the following:
• The amount and timing of capital deployment in new investment opportunities or for the repurchase of debt or stock; |
• The volumes of our production from oil and gas development properties, which may be dependent upon issuance by federal, state, and tribal governments, or agencies thereof, of drilling, environmental and other permits, and the availability of specialized contractors, work force, and equipment; |
• The extent of our success in connecting natural gas supplies to gathering, processing and pipeline systems; |
• Our ability to successfully integrate CLF&P into our operations; |
• Unfavorable rulings in the rate cases filed by CLF&P with the WPSC and in the periodic applications to recover costs for fuel and purchased power; |
• Changes in business and financial reporting practices arising from the repeal of the Public Utilities Holding Company Act and other provisions of the recently enacted Energy Policy Act of 2005; |
• Our ability to remedy any deficiencies that may be identified in the periodic review of our internal controls; |
• The timing and extent of changes in energy-related and commodity prices, interest rates, energy and commodity supply or volume, the cost 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; |
• The timing and extent of scheduled and unscheduled outages of power generation facilities; |
• General economic and political conditions, including tax rates or policies and inflation rates; |
• Our use of derivative financial instruments to hedge commodity, currency exchange rate and interest rate risks; |
• The creditworthiness of counterparties to trading and other transactions, and defaults on amounts due from counterparties; |
• The amount of collateral required to be posted from time to time in our transactions; |
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• Changes in or compliance with laws and regulations, particularly those relating to taxation, safety and protection of the environment; |
• Changes in state laws or regulations that could cause us to curtail our independent power production; |
• Weather and other natural phenomena; |
• Industry and market 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; |
• Capital market conditions, which may affect our ability to raise capital on favorable terms; |
• Price risk due to marketable securities held as investments in benefit plans; |
• Obtaining adequate cost recovery for our retail operations through regulatory proceedings; 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.
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ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Trading Activities
The following table provides a reconciliation of our activity in energy trading contracts that meet the definition of a derivative under SFAS 133 and that were marked-to-market during the six months ended June 30, 2005 (in thousands):
Total fair value of natural gas marketing positions marked-to-market at December 31, 2004 | $ | (930)(a) |
Net cash settled during the period on positions that existed at December 31, 2004 | | 907 |
Change in fair value due to change in techniques and assumptions | | — |
Unrealized loss on new positions entered during the period and still existing at June 30, 2005 | | (95) |
Realized gain on positions that existed at December 31, 2004 and were settled during the period | | 131 |
Unrealized loss on positions that existed at December 31, 2004 and still exist at June 30, 2005 | | (110) |
| | |
Total fair value of natural gas marketing positions at June 30, 2005 | $ | (97)(a) |
(a) | The fair value of positions marked-to-market consists of derivative assets/liabilities and natural gas inventory that has been designated as a hedged item and marked-to-market as part of a fair value hedge, as follows (in thousands): |
| June 30, 2005 | March 31, 2005 | December 31, 2004 |
| | | | | | |
Net derivative assets/(liabilities) | $ | (2,973) | $ | (9,360) | $ | 8,082 |
Fair value adjustment recorded in material, | | | | | | |
supplies and fuel | | 2,876 | | 4,762 | | (9,012) |
| | | | | | |
| $ | (97) | $ | (4,598) | $ | (930) |
On January 1, 2003, the Company adopted EITF 02-3. The adoption of EITF 02-3 resulted in certain energy trading activities no longer being accounted for at fair value, therefore, the above reconciliation does not present a complete picture of our overall portfolio of trading activities and our expected cash flows from those operations. EITF Issue No. 98-10 “Accounting for Contracts Involved in Energy Trading and Risk Management Activities” (EITF 98-10) was superseded by EITF 02-3 and allowed a broad interpretation of what constituted “trading activity” and hence what would be marked-to-market. EITF 02-3 took a much narrower view of what “trading activity” should be marked-to-market, limiting mark-to-market treatment primarily to only those contracts that meet the definition of a derivative under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133). At our natural gas marketing operations, we often employ strategies that include derivative contracts along with inventory, storage and transportation positions to accomplish the objectives of our producer services, end-use origination and wholesale marketing groups. Except in very limited circumstances when we are able to designate transportation, storage or inventory positions as part of a fair value hedge, SFAS 133 generally does not allow us to mark our inventory, transportation or storage positions to market. The result is that while a significant majority of our natural gas marketing positions are fully economically hedged, we are required to mark some parts of our overall strategies (the derivatives) to market value, but are generally precluded from marking the rest of our economic hedges (transportation, inventory or storage) to market. Volatility in reported earnings and derivative positions should be expected given these accounting requirements.
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The sources of fair value measurements for natural gas marketing derivative contracts were as follows (in thousands):
| Maturities |
Source of Fair Value | Less than 1 year | 1 – 2 years | Total Fair Value |
| | | | | | |
Actively quoted (i.e., exchange-traded) prices | $ | 2,014 | $ | 830 | $ | 2,844 |
Prices provided by other external sources | | (1,998) | | (943) | | (2,941) |
Modeled | | — | | — | | — |
| | | | | | |
Total | $ | 16 | $ | (113) | $ | (97) |
The following table presents a reconciliation of our June 30, 2005 natural gas marketing positions recorded at fair value under generally accepted accounting principles (GAAP) to a non-GAAP measure of the fair value of our natural gas forward book wherein all forward trading positions are marked-to-market (in thousands). The approach used in determining the non-GAAP measure is consistent with our previous accounting methods under EITF 98-10. As part of our GAAP fair value calculations we include a “Liquidity Reserve” to reflect a scenario in which there is immediate liquidation of our natural gas contracts on the balance sheet date. We have added back this liquidity reserve in the non-GAAP presentation below as we anticipate holding our natural gas contracts until their settlement and therefore not incur the impact of the bid/ask spread in our realized gross margin.
Fair value of our natural gas marketing positions marked-to-market in accordance with GAAP | | |
(see footnote (a) above) | $ | (97) |
Increase in fair value of inventory, storage and transportation positions that are | | |
part of our forward trading book, but that are not marked-to-market under GAAP | | 5,670 |
| | |
Fair value of all forward positions (Non-GAAP) | | 5,573 |
| | |
“Liquidity Reserve” included in GAAP marked-to-market fair value (b) | | 2,620 |
| | |
Fair value of all forward positions excluding the “Liquidity Reserve” (Non-GAAP) | $ | 8,193 |
(b) | In accordance with generally accepted accounting principles and industry practice, the Company includes a “Liquidity Reserve” in its GAAP marked-to-market fair value. This “Liquidity Reserve” accounts for the estimated impact of the bid/ask spread in a liquidation scenario under which the Company is forced to liquidate its forward book on the balance sheet date. |
There have been no material changes in market risk faced by us from those reported in our 2004 Annual Report on Form 10-K filed with the Securities and Exchange Commission. For more information on market risk, see Part II, Item 7 in our 2004 Annual Report on Form 10-K, and Note 15 of our Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
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Activities Other Than Trading
The Company has entered into agreements to hedge a portion of its estimated 2005, 2006 and 2007 natural gas and crude oil production. The hedge agreements in place are as follows:
Natural Gas
Location | Transaction Date | Term | Volume | Price |
| | | (Mmbtu/day) | | |
| | | | | |
San Juan El Paso | 08/01/2004 | 04/05 – 10/05 | 2,500 | $ | 5.30 |
San Juan El Paso | 09/22/2004 | 04/05 – 10/05 | 2,500 | $ | 5.40 |
San Juan El Paso | 10/20/2004 | 04/05 – 10/05 | 2,500 | $ | 6.04 |
San Juan El Paso | 12/29/2004 | 04/05 – 10/05 | 2,500 | $ | 5.40 |
San Juan El Paso | 11/04/2004 | 11/05 – 03/06 | 2,500 | $ | 7.08 |
San Juan El Paso | 04/04/2005 | 11/05 – 03/06 | 2,500 | $ | 7.77 |
San Juan El Paso | 07/12/2005 | 11/05 – 03/06 | 2,500 | $ | 8.03 |
San Juan El Paso | 07/12/2005 | 04/06 – 10/06 | 2,500 | $ | 7.00 |
Crude Oil
Location | Transaction Date | Term | Volume | Price |
| | | (barrels/month) | | |
| | | | | |
NYMEX | 01/08/2004 | Calendar 2005 | 10,000 | $ | 27.90 |
NYMEX | 05/12/2004 | Calendar 2005 | 10,000 | $ | 34.08 |
NYMEX | 10/06/2004 | Calendar 2006 | 10,000 | $ | 41.00 |
NYMEX | 07/12/2005 | Calendar 2007 | 5,000 | $ | 61.00 |
NYMEX | 08/04/2005 | Calendar 2007 | 5,000 | $ | 62.00 |
ITEM 4. | 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 June 30, 2005. Based on their evaluation, they have concluded that our disclosure controls and procedures are adequate and effective to ensure that material information relating to us that is required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods.
On January 21, 2005, we acquired Cheyenne Light, Fuel and Power (CLF&P). We have not been able to complete an assessment of CLF&P’s internal control over financial reporting between the acquisition date and the end of this reporting period. The Securities and Exchange Commission allows companies one year after acquisition to complete their assessment.
Since the acquisition of CLF&P, we have been focusing on integrating it into our company. We have and will continue to analyze and implement changes in CLF&P’s procedures and controls to ensure their effectiveness.
Other than changes resulting from our acquisition of CLF&P, 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.
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BLACK HILLS CORPORATION
Part II – Other Information
For information regarding legal proceedings, see Note 21 in Item 8 of the Company’s 2004 Annual Report on Form 10-K and Note 16 in Item 1 of Part I of this Quarterly Report on Form 10-Q, which information from Note 16 is incorporated by reference into this item.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Unregistered Sales of Equity Securities
On July 7, 2005, we caused the mandatory conversion of all outstanding Series 2000-A Preferred Stock into 195,599 shares of our common stock and $165.78 in cash in lieu of fractional shares pursuant to the automatic conversion feature in Section 8 of our Statement of Designations, Preferences and Relative Rights and Limitations of No Par Preferred Stock, Series 2000-A (the “Statement of Designations”). As a result of this transaction, we have no outstanding shares of Preferred Stock. As set forth in Section 8 of the Statement of Designations, each share of Series 2000-A Preferred Stock was converted into a number of shares of our common stock equal to the liquidation preference amount of $1,000 per share of Series 2000-A Preferred Stock, plus accrued and unpaid dividends thereon, divided by the conversion price of $35.00 per share.
The issuance of 195,599 shares of our common stock upon conversion of all of the outstanding shares of Series 2000-A Preferred Stock was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933. We received no additional proceeds from the issuance of the shares of common stock in exchange for the Series 2000-A Preferred Stock.
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Share Repurchases
| | | | (d) Maximum |
| | | | Number (or |
| | | (c) Total Number | Approximate Dollar |
| | | of Shares | Value) of Shares |
| | | Purchased as | That May Yet Be |
| (a) Total | (b) Average | Part of Publicly | Purchased Under |
| Number of | Price Paid | Announced Plans | the Plans |
Period | Shares Purchased | per Share | or Programs | or Programs |
| | | | | | |
April 1, 2005 – April 30, 2005 | 682(1) | $ | 35.07 | — | | — |
| | | | | | |
May 1, 2005 – May 31, 2005 | 3,819(1) | $ | 35.65 | — | | — |
| | | | | | |
June 1, 2005 – June 30, 2005 | 7,711(2) | $ | 37.42 | — | | — |
| | | | | | |
Total | 12,212 | $ | 36.74 | — | | — |
___________________________
(1) | Shares were acquired from certain officers and key employees under the share withholding provisions of the Restricted Stock Plan for the payment of taxes associated with the vesting of shares of Restricted Stock. |
(2) | Includes 7,463 shares acquired under the share withholding provisions of the Restricted Stock Plan as explained in (1) above, and 248 shares acquired by a Rabbi Trust for the Outside Directors Stock Based Compensation Plan. |
Item 4. | Submission of Matters to a Vote of Security Holders |
(a) | The Annual Meeting of Shareholders was held on May 25, 2005. |
(b) | The following Directors were elected to serve until the Annual Meeting of Shareholders in 2008: |
David R. Emery
Kay S. Jorgensen
William G. Van Dyke
John B. Vering
Other Directors whose term of office continue are:
David C. Ebertz
Jack W. Eugster
John R. Howard
Richard Korpan
Stephen D. Newlin
Thomas J. Zeller
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(c) | Matters Voted Upon at the Meeting |
1. | Elected four Class II Directors to serve until the Annual Meeting of Shareholders in 2008. |
David R. Emery | |
Votes For | 27,374,386 |
Votes Withheld | 411,007 |
| |
Kay S. Jorgensen | |
Votes For | 27,112,065 |
Votes Withheld | 673,328 |
| |
William G. Van Dyke | |
Votes For | 27,297,724 |
Votes Withheld | 487,670 |
| |
John B. Vering | |
Votes For | 27,359,262 |
Votes Withheld | 426,131 |
2. | Approval of the Black Hills Corporation 2005 Omnibus Incentive Plan. |
Votes For | 19,450,165 |
Votes Against | 2,364,549 |
Abstain | 475,810 |
Broker Non-Votes | 5,494,869 |
3. | Ratified the appointment of Deloitte & Touche LLP to serve as Black Hills Corporation’s independent auditors in 2005. |
Votes For | 27,473,769 |
Votes Against | 91,798 |
Abstain | 219,826 |
Broker Non-Votes | — |
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Exhibit 10.1 | Change in Control Agreement dated June 30, 2005 between Black Hills Corporation and David R. Emery (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on July 1, 2005). |
| |
Exhibit 10.2 | Form of Change of Control Agreement between Black Hills Corporation and its Non-CEO Senior Executive Officers (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on July 1, 2005). |
| |
Exhibit 10.3 | Third Amendment to the Outside Directors Stock Based Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on June 2, 2005). |
| |
Exhibit 10.4 | Black Hills Corporation 2005 Omnibus Incentive Plan (incorporated herein by reference to Appendix A to the Company’s 2005 Proxy Statement filed April 13, 2005). |
| |
Exhibit 31.1 | Certification 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 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 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 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002. |
47
BLACK HILLS CORPORATION
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 CORPORATION |
| |
| |
| /s/ David R. Emery |
| David R. Emery, Chairman, President and |
| Chief Executive Officer |
| |
| |
| /s/ Mark T. Thies |
| Mark T. Thies, Executive Vice President and |
| Chief Financial Officer |
| |
Dated: August 9, 2005 | |
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EXHIBIT INDEX
Exhibit Number | Description |
| |
Exhibit 10.1 | Change in Control Agreement dated June 30, 2005 between Black Hills Corporation and David R. Emery (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on July 1, 2005). |
| |
Exhibit 10.2 | Form of Change of Control Agreement between Black Hills Corporation and its Non-CEO Senior Executive Officers (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on July 1, 2005). |
| |
Exhibit 10.3 | Third Amendment to the Outside Directors Stock Based Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on June 2, 2005). |
| |
Exhibit 10.4 | Black Hills Corporation 2005 Omnibus Incentive Plan (incorporated herein by reference to Appendix A to the Company’s 2005 Proxy Statement filed April 13, 2005). |
| |
Exhibit 31.1 | Certification 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 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 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 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002. |
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