SEC Comment Letter for BLACK HILLS (BKH) — Sep 15, 2015
BLACK HILLS CORP /SD/ (BKH) (CIK 0001130464)
Date: Sept. 15, 2015 · CIK: 0001130464 · Accession: 0000000000-15-045681
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 September 15 , 2015 Mr. Richard W. Kinzley Chief Financial Officer Black Hills Corporation 625 Ninth Street Rapid City, South Dakota 57701
Re: Black Hills Corporation Form 10-K for Fiscal Year Ended December 31, 2014 Filed February 25, 2015 Form 8 -K filed August 5, 2015 Amendment No. 1 to Form 10 -K for Fiscal Year Ended December 31, 2014 Filed August 7, 2015 File No. 1 -31303
Dear Mr. Kinzley :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested informat ion or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for Fiscal Year Ended December 31, 2014
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 99
1. Reference is made to the first financing risk factor disclosed on page 61 which states a credit rating downgrade could result in counterparties requiring you to post additional collateral under existing contracts. Please tell us your consideration of disclosing the nature of these contracts, collateral post ed, and incremental collateral requirements resulting from a potential credit rating downgrade in your discussion of liquidity and capital resources.
Richard W. Kinzley Black Hills Corporation September 15, 2015 Page 2
Form 8 -K filed August 5 , 2015
Exhibit 99
2. Reference is made to your disclosure of fiscal 2015 earnings, as adjusted, guidance in the range of $2.80 to $3.00 per share. Please tell us your consideration of providing disclosure pursuant to Item 10(e)(1)(i)(A) and (B) of Regulation S -K.
Amendment No. 1 to Form 10 -K for Fiscal Year Ended December 31, 2014
Item 8. Financial Statements and Supplementary Data
Notes to Consolidat ed Financial Statements
(1) Business Description and Significant Accounting Policies
Correction of Immaterial Errors, page 65
3. Please provide us with your qualitative and quantitative a ssessment of materiality which supports a conclusion that the year ended December 31, 2012 adjustment s were not material to your year ended December 31, 2012 financial statements. In addition, please explain why the audit report date refers to a “restatement” while there is no reference to a restatement in the audited financial statements and notes to financial statements. Further, reference is made to Amendment No. 1 to Form 10 -Q for the quarterly period ended March 31, 2015. Please provide a similar analysis for your conclusion that the three months ended March 31, 2015 adjustment s were not material to your three months ended March 31, 2015 financial statements.
We urge all pe rsons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its man agement are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowle dging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
Richard W. Kinzley Black Hills Corporation September 15, 2015 Page 3
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Adam Phippen, Staff Accountant, at (202) 551 -3336 or Donna Di Silvio, Staff Accountant, at (202) 551 -3202 with any questions.
Sincerely,
/s/ William H. Thompson
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Mail Stop 3561 September 15 , 2015 Mr. Richard W. Kinzley Chief Financial Officer Black Hills Corporation 625 Ninth Street Rapid City, South Dakota 57701 Re: Black Hills Corporation Form 10-K for Fiscal Year Ended December 31, 2014 Filed February 25, 2015 Form 8 -K filed August 5, 2015 Amendment No. 1 to Form 10 -K for Fiscal Year Ended December 31, 2014 Filed August 7, 2015 File No. 1 -31303 Dear Mr. Kinzley : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested informat ion or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for Fiscal Year Ended December 31, 2014 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 99 1. Reference is made to the first financing risk factor disclosed on page 61 which states a credit rating downgrade could result in counterparties requiring you to post additional collateral under existing contracts. Please tell us your consideration of disclosing the nature of these contracts, collateral post ed, and incremental collateral requirements resulting from a potential credit rating downgrade in your discussion of liquidity and capital resources. Richard W. Kinzley Black Hills Corporation September 15, 2015 Page 2 Form 8 -K filed August 5 , 2015 Exhibit 99 2. Reference is made to your disclosure of fiscal 2015 earnings, as adjusted, guidance in the range of $2.80 to $3.00 per share. Please tell us your consideration of providing disclosure pursuant to Item 10(e)(1)(i)(A) and (B) of Regulation S -K. Amendment No. 1 to Form 10 -K for Fiscal Year Ended December 31, 2014 Item 8. Financial Statements and Supplementary Data Notes to Consolidat ed Financial Statements (1) Business Description and Significant Accounting Policies Correction of Immaterial Errors, page 65 3. Please provide us with your qualitative and quantitative a ssessment of materiality which supports a conclusion that the year ended December 31, 2012 adjustment s were not material to your year ended December 31, 2012 financial statements. In addition, please explain why the audit report date refers to a “restatement” while there is no reference to a restatement in the audited financial statements and notes to financial statements. Further, reference is made to Amendment No. 1 to Form 10 -Q for the quarterly period ended March 31, 2015. Please provide a similar analysis for your conclusion that the three months ended March 31, 2015 adjustment s were not material to your three months ended March 31, 2015 financial statements. We urge all pe rsons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its man agement are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowle dging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and Richard W. Kinzley Black Hills Corporation September 15, 2015 Page 3 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Adam Phippen, Staff Accountant, at (202) 551 -3336 or Donna Di Silvio, Staff Accountant, at (202) 551 -3202 with any questions. Sincerely, /s/ William H. Thompson William H. Thompson Accounting Branch Chief Office of Consumer Products cc: Esther Newbrough Corporate Controller