Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions [Abstract]

Related Party Transactions

Related-Party Transactions

Allocation of Corporate Expenses

Centennial and MDU Resources allocated expenses for corporate services provided to the Company, including costs related to senior management, legal, human resources, finance and accounting, treasury, information technology, internal audit, risk management and other shared services. The Company was allocated $4.9 million and $27.6 million for the three and nine months ended September 30, 2024, respectively, and $4.5 million and $21.5 million for the three and nine months ended September 30, 2023, respectively, for these corporate services. These expenses were allocated to the Company on the basis of direct usage where identifiable, with the remainder allocated on the basis of percent of total capital invested, the percent of total average cash management program borrowings at MDU Resources, the percent of total average commercial paper borrowings at Centennial or other allocation methodologies that are considered to be a reasonable reflection of the utilization of the services provided to the benefits received. Some of the utilization factors considered include the following: number of employees paid and stated as cost per check; number of employees served; weighted factor of travel, managed units, national account spending, equipment and fleet acquisitions; purchase order dollars spent and purchase order line count; number of payments, vouchers or unclaimed property reports; labor hours; time tracked; and projected workload.

These cost allocations were a reasonable reflection of the utilization of services provided to, or the benefit derived by, the Company during the periods presented. However, the allocations may not be indicative of the actual expenses that would have been incurred had the Company operated as a standalone company. Actual costs as a standalone company depend on a number of factors, including the chosen organizational structure, whether functions are outsourced or performed by Company employees, and strategic decisions made in areas such as selling and marketing, information technology and infrastructure. For an interim period of up to 20 months following the Separation, certain of these functions will continue to be provided by MDU Resources to the Company under a transition services agreement. Refer to Note 2 – Basis of Presentation and Note 16 – Subsequent Events for additional information.

Cash Management and Financing

Prior to the second quarter of 2023, Centennial had a commercial paper program and long-term borrowing arrangements in which the Company and certain of its subsidiaries participated. Centennial repaid all of its outstanding debt in the second quarter of 2023, and subsequently MDU Resources supported the Company’s borrowing needs through Centennial. The Company accounted for cash receipts and disbursements from MDU

Resources and Centennial, through related-party receivables and payables. The Company had related-party agreements in place with Centennial for the financing of its capital needs and Centennial had a related-party agreement in place with MDU Resources. The Company’s cash that it legally owns and was not included in the commercial paper program is classified as Cash and cash equivalents on the unaudited condensed consolidated balance sheets.

MDU Resources’ debt instruments contain restrictive and financial covenants and cross-default provisions. In order to borrow under the respective debt instruments and historically help finance the capital needs of the Company, MDU Resources must be in compliance with the applicable covenants and certain other conditions, all of which MDU Resources, as applicable, was in compliance with as of September 30, 2024. The borrowings under the commercial paper program with Centennial did not have stated maturities. MDU Resources committed to continue funding the Company through Centennial using its cash management program and revolving credit facility to allow the Company to meet its obligations as they became due prior to the Separation, thus the entire amount of Related-party notes payable was classified as noncurrent liabilities in the unaudited condensed consolidated balance sheets.

Related-party notes payable was as follows:

	Weighted Average Interest Rate as of September 30, 2024		September 30, 2024		December 31, 2023
			(In thousands)
Borrowing arrangements with MDU Resources	6.10	%	$	214,525	$	168,531
Total related-party notes payable			$	214,525	$	168,531

The Company was allocated interest based on borrowings from or lending to the cash management and financing program as well as the funding related to these agreements as described above. The related-party interest expense associated with the Company’s participation in the cash management and financing program was $3.0 million and $9.1 million for the three and nine months ended September 30, 2024, respectively, and $4.7 million and $13.5 million for the three and nine months ended September 30, 2023, respectively.

Other Related-Party Transactions

The Company provided contracting services and equipment sales and short-term rentals to MDU Resources and affiliated companies. The amount charged for these services was $0.3 million for each of the nine months ended September 30, 2024 and 2023. There were no related services for each of the three months ended September 30, 2024 and 2023. Related-party transactions that were expected to be settled in cash were included as related-party receivables or payables in the unaudited condensed consolidated balance sheets as Due from related-party, Due from related-party - noncurrent, Due to related-party or Related-party notes payable. Related-party transactions that were not expected to be settled in cash were included within Other paid-in capital in the unaudited condensed consolidated balance sheets. Refer to Note 1 – Background and Nature of Operations for additional information on the Company’s service operations.

The Company has entered into operating leases for land, buildings, equipment and office space with certain members of management and officers of the Company. Operating lease information for related-party leases was as follows:

	September 30, 2024		December 31, 2023
	(In thousands)
Operating lease right-of-use assets	$	68	$	136
Current portion of operating lease liabilities	68		90
Operating lease liabilities	$	—	$	46

Total rent expense related to related-party leases is included in Selling, general and administrative expenses on the unaudited condensed consolidated statements of income. Rent expense was $0.2 million and $0.5 million for each of the three and nine months ended September 30, 2024 and 2023. Refer to Note 7 – Leases for additional information.