United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM For the quarterly period ended: For the transition period from _______________ to _______________ |
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Commission File No. |
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Name of Registrant, State of Incorporation, Address of Principal Executive Offices, and Telephone No. |
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IRS Employer Identification No. |
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(a ( |
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(a ( |
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Indicate by check mark whether the registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days:
MGE Energy, Inc. |
Madison Gas and Electric Company |
Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files):
MGE Energy, Inc. |
Madison Gas and Electric Company |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Accelerated Filer |
Smaller Reporting Company |
Emerging Growth Company |
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MGE Energy, Inc. |
☒ |
☐ |
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Madison Gas and Electric Company |
☐ |
☐ |
☒ |
If an emerging growth company, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
MGE Energy, Inc. ☐ |
Madison Gas and Electric Company ☐ |
Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act):
MGE Energy, Inc. Yes |
Madison Gas and Electric Company Yes |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
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The |
Number of Shares Outstanding of Each Class of Common Stock as of April 30, 2024 |
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MGE Energy, Inc. |
Common stock, $1.00 par value, |
Madison Gas and Electric Company |
Common stock, $1.00 par value, |
1
Table of Contents
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Definitions, Abbreviations, and Acronyms Used in the Text and Notes of this Report |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk. |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
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2
PART I. FINANCIAL INFORMATION.
Filing Format
This combined Form 10-Q is being filed separately by MGE Energy, Inc. (MGE Energy) and Madison Gas and Electric Company (MGE). MGE is a wholly owned subsidiary of MGE Energy and represents a majority of its assets, liabilities, revenues, expenses, and operations. Thus, all information contained in this report relates to, and is filed by, MGE Energy. Information that is specifically identified in this report as relating solely to MGE Energy, such as its financial statements and information relating to its nonregulated business, does not relate to, and is not filed by, MGE. MGE makes no representation as to that information. The terms "we" and "our," as used in this report, refer to MGE Energy and its consolidated subsidiaries, unless otherwise indicated.
Forward-Looking Statements
This report, and other documents filed by MGE Energy and MGE with the Securities and Exchange Commission (SEC) from time to time, contain forward-looking statements that reflect management's current assumptions and estimates regarding future performance and economic conditions—especially as they relate to economic conditions, future load growth, revenues, expenses, capital expenditures and rate recovery, financial resources, regulatory matters, and the scope and expense associated with future environmental regulation. These forward-looking statements are made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Words such as "believe," "expect," "anticipate," "estimate," "could," "should," "intend," "will," "commit," "target," and other similar words, and words relating to goals, targets and projections, generally identify forward-looking statements. Both MGE Energy and MGE caution investors that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed, or implied.
The factors that could cause actual results to differ materially from the forward-looking statements made by a registrant include: (a) those factors discussed in the registrants' 2023 Annual Report on Form 10-K: Item 1A. Risk Factors, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, as updated by Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations in this report, and Item 8. Financial Statements and Supplementary Data – Note 16, as updated by Part I, Item 1. Financial Statements – Note 8 in this report, and (b) other factors discussed herein and in other filings made by that registrant with the SEC.
Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. MGE Energy and MGE undertake no obligation to release publicly any revision to these forward-looking statements to reflect events or circumstances after the date of this report, except as required by law.
Where to Find More Information
We file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and other information with the SEC. The SEC maintains an internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
MGE Energy maintains a website at mgeenergy.com, and MGE maintains a website at mge.com. Copies of the reports and other information that we file with the SEC may be obtained from our websites free of charge. Information contained on MGE Energy's and MGE's websites shall not be deemed incorporated into, or to be a part of, this report.
3
Definitions, Abbreviations, and Acronyms Used in the Text and Notes of this Report
Abbreviations, acronyms, and definitions used in the text and notes of this report are defined below.
MGE Energy and Subsidiaries: |
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CWDC |
Central Wisconsin Development Corporation |
MAGAEL |
MAGAEL, LLC |
MGE |
Madison Gas and Electric Company |
MGE Energy |
MGE Energy, Inc. |
MGE Power |
MGE Power, LLC |
MGE Power Elm Road |
MGE Power Elm Road, LLC |
MGE Power West Campus |
MGE Power West Campus, LLC |
MGE Services |
MGE Services, LLC |
MGE State Energy Services |
MGE State Energy Services, LLC |
MGE Transco |
MGE Transco Investment, LLC |
MGEE Transco |
MGEE Transco, LLC |
North Mendota |
North Mendota Energy & Technology Park, LLC |
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Other Defined Terms: |
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2017 Tax Act |
Tax Cut and Jobs Act of 2017 |
2023 Annual Report on Form 10-K |
MGE Energy's and MGE's Annual Report on Form 10-K for the year ended December 31, 2023 |
2021 Incentive Plan |
MGE Energy's 2021 Long-Term Incentive Plan |
AFUDC |
Allowance for Funds Used During Construction |
ATC |
American Transmission Company LLC |
ATC Holdco |
ATC Holdco, LLC |
Badger Hollow I |
Badger Hollow I Solar Farm |
Badger Hollow II |
Badger Hollow II Solar Farm |
Blount |
Blount Station |
BTA |
Best technology available |
CA |
Certificate of Authority |
CBP |
U.S. Customs and Border Protection |
CCR |
Coal Combustion Residual |
Codification |
Financial Accounting Standards Board Accounting Standards Codification |
Columbia |
Columbia Energy Center |
CSAPR |
Cross-State Air Pollution Rule |
D.C. Circuit |
United States Court of Appeals for the District of Columbia Circuit |
Darien |
Darien Solar Energy Center |
Dth |
Dekatherms, a quantity measure for natural gas |
EGU |
Electric generating unit |
ELG |
Effluent Limitations Guidelines |
Elm Road Units |
Elm Road Generating Station |
EPA |
United States Environmental Protection Agency |
FERC |
Federal Energy Regulatory Commission |
FTR |
Financial Transmission Rights |
GHG |
Greenhouse gas |
heating degree days (HDD) |
Measure of the extent to which the average daily temperature is below 65 degrees Fahrenheit, which is considered an indicator of possible increased demand for energy to provide heating |
IRS |
Internal Revenue Service |
Koshkonong |
Koshkonkong Solar Energy Center |
kWh |
Kilowatt-hour, a measure of electric energy produced |
MISO |
Midcontinent Independent System Operator (a regional transmission organization) |
MW |
Megawatt, a measure of electric energy generating capacity |
MWh |
Megawatt-hour, a measure of electric energy produced |
NAAQS |
National Ambient Air Quality Standards |
Nasdaq |
The Nasdaq Stock Market |
NOx |
Nitrogen oxide |
Paris |
Paris Solar and Battery Park |
the Petition |
Petition for Judicial Review of Agency Action |
PGA |
Purchased Gas Adjustment clause, a regulatory mechanism used to reconcile natural gas costs recovered in rates to actual costs |
PM |
Particulate Matter |
PSCW |
Public Service Commission of Wisconsin |
Red Barn |
Red Barn Wind Farm |
ROE |
Return on equity |
SEC |
Securities and Exchange Commission |
4
SO2 |
Sulfur dioxide |
Stock Plan |
Direct Stock Purchase and Dividend Reinvestment Plan of MGE Energy |
UFLPA |
Uyghur Forced Labor Protection Act |
UW |
University of Wisconsin at Madison |
VIE |
Variable Interest Entity |
WCCF |
West Campus Cogeneration Facility |
WDNR |
Wisconsin Department of Natural Resources |
West Riverside |
West Riverside Energy Center in Beloit, Wisconsin |
working capital |
Current assets less current liabilities |
WPDES |
Wisconsin Pollutant Discharge Elimination System |
WRO |
Withhold Release Order |
XBRL |
eXtensible Business Reporting Language |
5
Item 1. Financial Statements.
MGE Energy, Inc.
Consolidated Statements of Income (unaudited)
(In thousands, except per share amounts)
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Three Months Ended |
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March 31, |
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2024 |
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2023 |
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Operating Revenues: |
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Electric revenues |
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$ |
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$ |
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Gas revenues |
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Total Operating Revenues |
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Operating Expenses: |
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Fuel for electric generation |
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Purchased power |
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Cost of gas sold |
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Other operations and maintenance |
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Depreciation and amortization |
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Other general taxes |
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Total Operating Expenses |
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Operating Income |
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Other income, net |
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Interest expense, net |
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Income before income taxes |
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Income tax provision |
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Net Income |
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$ |
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$ |
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Earnings Per Share of Common Stock |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Dividends per share of common stock |
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$ |
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$ |
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Weighted Average Shares Outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of the above unaudited consolidated financial statements.
6
MGE Energy, Inc.
Consolidated Statements of Cash Flows (unaudited)
(In thousands)
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Three Months Ended |
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March 31, |
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2024 |
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2023 |
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Operating Activities: |
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Net income |
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$ |
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$ |
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Items not affecting cash: |
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Depreciation and amortization |
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Deferred income taxes |
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Provision for doubtful receivables |
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Employee benefit plan cost (credit) |
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( |
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Equity earnings in investments |
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( |
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( |
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Other items |
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( |
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Changes in working capital items: |
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Decrease in current assets |
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Decrease in accounts payable |
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Decrease in other current liabilities |
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( |
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Dividends from investments |
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Cash contributions to pension and other postretirement plans |
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( |
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Other noncurrent items, net |
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( |
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Cash Provided by Operating Activities |
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Investing Activities: |
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Capital expenditures |
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( |
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Capital contributions to investments |
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( |
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Other |
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( |
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( |
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Cash Used for Investing Activities |
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( |
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( |
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Financing Activities: |
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Cash dividends paid on common stock |
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( |
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( |
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Repayments of long-term debt |
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Issuance of long-term debt |
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Proceeds (repayments of) from short-term debt |
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Other |
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( |
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( |
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Cash Used for Financing Activities |
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( |
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( |
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Change in cash, cash equivalents, and restricted cash |
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Cash, cash equivalents, and restricted cash at beginning of period |
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Cash, cash equivalents, and restricted cash at end of period |
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$ |
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$ |
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Supplemental disclosures of cash flow information: |
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Significant noncash investing activities: |
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Accrued capital expenditures |
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$ |
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$ |
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The accompanying notes are an integral part of the above unaudited consolidated financial statements.
7
MGE Energy, Inc.
Consolidated Balance Sheets (unaudited)
(In thousands)
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March 31, |
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December 31, |
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ASSETS |
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2024 |
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2023 |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, less reserves of $ |
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Other accounts receivable, less reserves of $ |
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Unbilled revenues |
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Materials and supplies, at average cost |
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Fuel for electric generation, at average cost |
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Stored natural gas, at average cost |
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Prepaid taxes |
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Regulatory assets - current |
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Other current assets |
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Total Current Assets |
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Regulatory assets |
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Pension benefit asset |
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Other deferred assets and other |
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Property, Plant, and Equipment: |
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Property, plant, and equipment, net |
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Construction work in progress |
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Total Property, Plant, and Equipment |
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Investments |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND CAPITALIZATION |
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Current Liabilities: |
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Long-term debt due within one year |
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$ |
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$ |
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Short-term debt |
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Accounts payable |
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Accrued interest and taxes |
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Accrued payroll related items |
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Regulatory liabilities - current |
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Other current liabilities |
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Total Current Liabilities |
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Other Credits: |
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Deferred income taxes |
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Investment tax credit - deferred |
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Regulatory liabilities |
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Accrued pension and other postretirement benefits |
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Asset retirement obligations |
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Other deferred liabilities and other |
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Total Other Credits |
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Capitalization: |
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Common shareholders' equity |
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Long-term debt |
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Total Capitalization |
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Total Liabilities and Capitalization |
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$ |
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$ |
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The accompanying notes are an integral part of the above unaudited consolidated financial statements.
8
MGE Energy, Inc.
Consolidated Statements of Common Equity (unaudited)
(In thousands, except per share amounts)
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Accumulated |
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Additional |
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Other |
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Common Stock |
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Paid-in |
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Retained |
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Comprehensive |
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Shares |
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Value |
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Capital |
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Earnings |
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Income/(Loss) |
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Total |
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||||||
Three Months Ended March 31, 2023 |
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Beginning Balance |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Common stock dividends declared |
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( |
) |
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( |
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Equity-based compensation plans and other |
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Ending Balance - March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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||||||
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Three Months Ended March 31, 2024 |
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Beginning Balance |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Common stock dividends declared |
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( |
) |
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( |
) |
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Equity-based compensation plans and other |
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Ending Balance - March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of the above unaudited consolidated financial statements.
9
Madison Gas and Electric Company
Consolidated Statements of Income (unaudited)
(In thousands)
|
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Three Months Ended |
|
|||||
|
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March 31, |
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|||||
|
|
2024 |
|
|
2023 |
|
||
Operating Revenues: |
|
|
|
|
|
|
||
Electric revenues |
|
$ |
|
|
$ |
|
||
Gas revenues |
|
|
|
|
|
|
||
Total Operating Revenues |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Operating Expenses: |
|
|
|
|
|
|
||
Fuel for electric generation |
|
|
|
|
|
|
||
Purchased power |
|
|
|
|
|
|
||
Cost of gas sold |
|
|
|
|
|
|
||
Other operations and maintenance |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Other general taxes |
|
|
|
|
|
|
||
Total Operating Expenses |
|
|
|
|
|
|
||
Operating Income |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Other income, net |
|
|
|
|
|
|
||
Interest expense, net |
|
|
( |
) |
|
|
( |
) |
Income before income taxes |
|
|
|
|
|
|
||
Income tax provision |
|
|
( |
) |
|
|
( |
) |
Net Income |
|
$ |
|
|
$ |
|
||
Less: Net Income Attributable to Noncontrolling |
|
|
( |
) |
|
|
( |
) |
Net Income Attributable to MGE |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of the above unaudited consolidated financial statements.
10
Madison Gas and Electric Company
Consolidated Statements of Cash Flows (unaudited)
(In thousands)
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Operating Activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Items not affecting cash: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
( |
) |
|
|
|
|
Provision for doubtful receivables |
|
|
|
|
|
|
||
Employee benefit plan cost (credit) |
|
|
|
|
|
( |
) |
|
Other items |
|
|
|
|
|
( |
) |
|
Changes in working capital items: |
|
|
|
|
|
|
||
Decrease in current assets |
|
|
|
|
|
|
||
Decrease in accounts payable |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in other current liabilities |
|
|
|
|
|
( |
) |
|
Cash contributions to pension and other postretirement plans |
|
|
( |
) |
|
|
( |
) |
Other noncurrent items, net |
|
|
( |
) |
|
|
( |
) |
Cash Provided by Operating Activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Investing Activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
( |
) |
Cash Used for Investing Activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Financing Activities: |
|
|
|
|
|
|
||
Cash dividends paid to parent by MGE |
|
|
( |
) |
|
|
( |
) |
Distributions to parent from noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
Repayments of long-term debt |
|
|
( |
) |
|
|
( |
) |
Issuance of long-term debt |
|
|
|
|
|
|
||
Proceeds (repayments of) from short-term debt |
|
|
|
|
|
( |
) |
|
Other |
|
|
( |
) |
|
|
( |
) |
Cash Used for Financing Activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Change in cash, cash equivalents, and restricted cash |
|
|
|
|
|
( |
) |
|
Cash, cash equivalents, and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
||
Significant noncash investing activities: |
|
|
|
|
|
|
||
Accrued capital expenditures |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of the above unaudited consolidated financial statements.
11
Madison Gas and Electric Company
Consolidated Balance Sheets (unaudited)
(In thousands)
|
|
March 31, |
|
|
December 31, |
|
||
ASSETS |
|
2024 |
|
|
2023 |
|
||
Current Assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Accounts receivable, less reserves of $ |
|
|
|
|
|
|
||
Other accounts receivable, less reserves of $ |
|
|
|
|
|
|
||
Unbilled revenues |
|
|
|
|
|
|
||
Materials and supplies, at average cost |
|
|
|
|
|
|
||
Fuel for electric generation, at average cost |
|
|
|
|
|
|
||
Stored natural gas, at average cost |
|
|
|
|
|
|
||
Prepaid taxes |
|
|
|
|
|
|
||
Regulatory assets - current |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total Current Assets |
|
|
|
|
|
|
||
Regulatory assets |
|
|
|
|
|
|
||
Pension benefit asset |
|
|
|
|
|
|
||
Other deferred assets and other |
|
|
|
|
|
|
||
Property, Plant, and Equipment: |
|
|
|
|
|
|
||
Property, plant, and equipment, net |
|
|
|
|
|
|
||
Construction work in progress |
|
|
|
|
|
|
||
Total Property, Plant, and Equipment |
|
|
|
|
|
|
||
Investments |
|
|
|
|
|
|
||
Total Assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
LIABILITIES AND CAPITALIZATION |
|
|
|
|
|
|
||
Current Liabilities: |
|
|
|
|
|
|
||
Long-term debt due within one year |
|
$ |
||||||