"THIS DOCUMENT IS A COPY OF THE FORM 10-Q FILED ON MAY 15, 2002
PURUSANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION"
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002.
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the transition period from _______________ to _______________.
Commission File Number 1-7978
Black Hills Power, Inc.
Incorporated in South Dakota IRS Identification Number 46-0111677
625 Ninth Street
Rapid City, South Dakota 57701
Registrant's telephone number (605)-721-1700
Former name, former address, and former fiscal year if changed since last report
NONE
Indicate by check mark whether the registrant (1) has 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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---------- ----------
As of April 30, 2002, there were issued and outstanding 23,416,396 shares of the
Registrant's common stock, $1.00 par value, all of which were held beneficially
and of record by Black Hills Corporation.
Reduced Disclosure
The Registrant meets the conditions set forth in General Instruction H (1) (a)
and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
BLACK HILLS POWER, INC.
I N D E X
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income- 3
Three Months Ended
March 31, 2002 and 2001
Consolidated Balance Sheets- 4
March 31, 2002 and December 31, 2001
Consolidated Statements of Cash Flows- 5
Three Months Ended
March 31, 2002 and 2001
Notes to Consolidated Financial Statements 6-11
Item 2. Results of Operations 12-14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
2
BLACK HILLS POWER, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three Months
March 31
2002 2001
---- ----
(in thousands)
Operating revenues $67,585 $88,625
------- -------
Operating expenses:
Fuel and purchased power 11,581 30,090
Operations and maintenance 7,605 6,946
Administrative and general 5,366 7,453
Depreciation and amortization 10,260 6,871
Taxes, other than income taxes 3,847 3,035
------- -------
38,659 54,395
------- -------
Operating income 28,926 34,230
------- -------
Other income and (expense):
Interest expense (11,303) (10,767)
Interest income 491 1,943
Other, net 1,070 1,221
------- -------
(9,742) (7,603)
------- -------
Income from continuing operations before minority interest,
income taxes and change in accounting principle 19,184 26,627
Minority interest (2,266) (1,960)
Income taxes (5,830) (8,418)
------- -------
Income from continuing operations, before change in
accounting principle 11,088 16,249
Change in accounting principle 896 -
Discontinued operation, net of income taxes (Note 2) - 4,832
------- -------
Net income $11,984 $21,081
======= =======
The accompanying notes to consolidated financial statements are an integral part
of these consolidated financial statements.
3
BLACK HILLS POWER, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
March 31 December 31
2002 2001
---- ----
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 40,992 $ 14,832
Accounts receivable (net of allowance for doubtful accounts of $871 and $2,677, respectively) 40,795 32,334
Accounts receivable - related party 451 9,457
Materials, supplies and fuel 12,495 10,399
Prepaid expenses 11,642 9,822
------------ ------------
106,375 76,844
------------ ------------
Investments 13,442 51,543
------------ ------------
Property and equipment 1,370,017 1,249,800
Less accumulated depreciation (280,897) (240,472)
------------ ------------
1,089,120 1,009,328
------------ ------------
Other assets:
Regulatory asset 4,071 4,071
Goodwill 27,059 25,566
Intangible assets 94,482 85,983
Derivative asset 5,925 5,746
Other 11,205 10,493
------------ ------------
142,742 131,859
------------ ------------
Total $ 1,351,679 $ 1,269,574
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt $ 42,090 $ 35,881
Notes payable 228 450
Notes payable - related party 463,938 447,125
Accounts payable 15,723 13,271
Accounts payable - related party 2,906 4,385
Accrued liabilities 22,196 16,929
Derivative liability 7,799 10,212
------------ ------------
554,880 528,253
------------ ------------
Long-term debt, net of current maturities 464,619 415,314
------------ ------------
Deferred credits:
Federal income taxes 63,398 61,239
Regulatory liability 6,032 6,249
Derivative liability 5,077 5,949
Other 8,702 11,306
------------ ------------
83,209 84,743
------------ ------------
Minority interest in subsidiaries 21,170 19,536
------------ ------------
Stockholder's equity:
Common stock $1 par value; 50,000,000 shares authorized; 23,416,396 shares issued 23,416 23,416
Additional paid-in capital 80,961 80,961
Retained earnings 126,110 121,875
Accumulated other comprehensive loss (2,686) (4,524)
------------ ------------
Total stockholder's equity 227,801 221,728
------------ ------------
Total $ 1,351,679 $ 1,269,574
============ ============
The accompanying notes to consolidated financial statements are an integral part
of these consolidated financial statements.
4
BLACK HILLS POWER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months
March 31
2002 2001
---- ----
(in thousands)
Cash flows from operations $20,589 $15,323
------- -------
Investing activities:
Property additions (46,577) (16,543)
(Increase) decrease in investments 1,035 (2,755)
Payment for acquisition of net assets, net of cash acquired (13,243) -
------- -------
(58,785) (19,298)
------- -------
Financing activities
Dividends paid (7,749) (6,673)
Increase in short-term borrowings 16,591 27,515
Long-term debt - issuance 60,435 -
Long-term debt - repayments (4,921) (2,455)
------- -------
64,356 18,387
------- -------
Increase in cash and cash equivalents 26,160 14,412
Cash and cash equivalents:
Beginning of period 14,832 12,697
------- -------
End of period $40,992 $27,109
======= =======
Supplemental disclosure of cash flow information Cash paid during the period
for:
Interest $12,614 $ 7,831
Stock dividend distribution to Black Hills Corporation, the
parent company of Black Hills Power, Inc. (Note 2) $ - $89,643
The accompanying notes to consolidated financial statements are an integral part
of these consolidated financial statements.
5
BLACK HILLS POWER, INC.
Notes to Consolidated Financial Statements
(unaudited)
(Reference is made to Notes to Consolidated Financial Statements
included in the Company's Annual Report on Form 10-K)
(1) MANAGEMENT'S STATEMENT
The financial statements included herein have been prepared by Black
Hills Power, Inc. (the Company) without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant
to such rules and regulations; however, the Company believes that the
footnotes adequately disclose the information presented. These
financial statements should be read in conjunction with the financial
statements and the notes thereto, included in the Company's 2001 Annual
Report on Form 10-K filed with the Securities and Exchange Commission.
Accounting methods historically employed require certain estimates as
of interim dates. The information furnished in the accompanying
financial statements reflects all adjustments which are, in the opinion
of management, necessary for a fair presentation of the March 31, 2002,
December 31, 2001 and March 31, 2001, financial information and are of
a normal recurring nature. The results of operations for the three
months ended March 31, 2002, are not necessarily indicative of the
results to be expected for the full year.
(2) NON-CASH DIVIDEND AND DISCONTINUED OPERATIONS
During the quarter ended March 31, 2001, the Company distributed a
non-cash dividend to its parent company, Black Hills Corporation
(Parent). The dividend consisted of 50,000 common shares of Wyodak
Resources Development Corporation (Wyodak), which represents 100
percent ownership of Wyodak. The Company therefore no longer operates
in the coal production segment, oil and natural gas production segment,
fuel marketing segment or communications as the Company had indirectly
owned the companies operating in these segments through its ownership
of Wyodak. As a result the Company's only subsidiary is Black Hills
Energy Capital and its subsidiaries. The Company's investment in Wyodak
at the time of the distribution was $89.6 million.
The consolidated financial statements and notes to consolidated
financial statements have been restated to reflect the continuing
operations of the Company for all periods presented.
6
The net operating results of discontinued operations are included in
the Consolidated Statements of Income under the caption "Discontinued
operations, net of income taxes" and are summarized as follows:
Three Months Ended Three Months Ended
March 31, 2002 March 31, 2001
-------------- --------------
(in thousands)
Revenue $ - $197,274
Income before income taxes - 7,849
Federal income taxes - 3,017
Net income - 4,832
(3) RECLASSIFICATIONS
Certain 2001 amounts in the financial statements have been reclassified
to conform to the 2002 presentation. These reclassifications did not
have an effect on the Company's total stockholder's equity or net
income as previously reported.
(4) CHANGE IN ACCOUNTING PRINCIPLE
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141, "Business
Combinations," (SFAS 141) and No. 142, "Goodwill and Other Intangible
Assets" (SFAS 142). The Company has adopted SFAS 141 which requires all
business combinations initiated after June 30, 2001 to be accounted for
using the purchase method of accounting. Under SFAS 142, goodwill and
intangible assets with indefinite lives are no longer amortized but the
carrying values are reviewed annually (or more frequently if impairment
indicators arise) for impairment. If the carrying value exceeds the
fair value, an impairment loss shall be recognized. Intangible assets
with a defined life will continue to be amortized over their useful
lives (but with no maximum life). The Company adopted SFAS 142 on
January 1, 2002.
The pro forma effects of adopting SFAS No. 142 for the three month
periods ended March 31, 2002 and 2001 are as follows (in thousands):
Three Months Ended
March 31
2002 2001
---- ----
Net income as reported $11,984 $21,081
Less: cumulative effect of change in accounting principle,
net of tax 896 -
------- -------
Income excluding cumulative effect of change in accounting
principle 12,880 21,081
Add: goodwill amortization, net of tax - 161
------- -------
Net income excluding cumulative effect of change in accounting
principle and goodwill amortization $12,880 $21,242
======= =======
7
The cumulative effect adjustment recognized upon adoption of SFAS 142
was $0.9 million (after tax). The adjustment consisted of income from
the write-off of negative goodwill from prior acquisitions in our
Independent Power segment. If goodwill amortization had been
discontinued effective January 1, 2001, net income would have been
higher for the three month period ended March 31, 2001 by $0.2 million.
Changes to goodwill and intangible assets during the three month period
ended March 31, 2002, including the effects of adopting SFAS No. 142,
are as follows (in thousands):
Goodwill Other Intangible Assets
-------- -----------------------
Balance at December 31, 2001, net of
accumulated amortization $25,566 $85,983
Change in accounting principle 1,493 -
Additions - 9,504
Amortization expense - (1,005)
------- -------
Balance at March 31, 2002, net of
accumulated amortization $27,059 $94,482
======= =======
On March 31, 2002, intangible assets totaled $94.5 million, net of
accumulated amortization of $4.9 million. Intangible assets are
primarily related to site development fees and above-market long-term
contracts, and all have definite lives over which they continue to be
amortized. Amortization expense for intangible assets is expected to be
approximately $5.1 million to $4.5 million for each year from 2003 to
2007.
In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" (SFAS 144). SFAS 144 supersedes FASB Statement 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" (SFAS 121) and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30, "Reporting
the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions" (APB 30). SFAS 144 establishes a
single accounting model for long-lived assets to be disposed of by sale
as well as resolves implementation issues related to SFAS 121. The
Company adopted SFAS 144 effective January 1, 2002. Adoption did not
have a material impact on the Company's consolidated financial
position, results of operations or cash flows.
(5) COMPREHENSIVE INCOME
The following table presents the components of the Company's
comprehensive income:
Three Months Ended
March 31
2002 2001
---- ----
(in thousands)
Net income $11,984 $21,081
Other comprehensive income:
Fair value adjustment on derivatives designated as cash
flow hedges, net of minority interest 1,838 (8,337)
------- -------
Comprehensive income $13,822 $12,744
======= =======
8
(6) CHANGES IN LONG-TERM DEBT AND NOTES PAYABLE
On March 15, 2002, the Company closed on $135 million of senior secured
financing for the Arapahoe and Valmont Facilities. These projects have
a total of 210 megawatts in service and under construction and are
located in the Denver, Colorado area. Proceeds from this financing were
used to refinance $53.8 million of an existing seven-year senior
secured term project-level facility, pay down approximately $50.0
million of short-term credit facility borrowings and approximately
$31.2 million will be used for future project construction. At March
31, 2002, $114.3 million of the $135 million financing has been
utilized.
Other than the above transaction, the Company had no other material
changes in its consolidated indebtedness, as reported in Notes 7 and 8
of the Company's 2001 Annual Report on Form 10-K.
Our credit facilities contain certain restrictive covenants, including
restrictions on the ability of certain subsidiaries with project level
financings to upstream cash. The Company and its subsidiaries had
complied with all the covenants at March 31, 2002.
(7) RELATED-PARTY TRANSACTIONS
Receivables
The Company has accounts receivable balances related to transactions
with other Black Hills Corporation subsidiaries. The balances were $0.4
million and $2.5 million as of March 31, 2002 and December 31, 2001,
respectively. At December 31, 2001, the Company also had an unsecured
line of credit outstanding from Black Hills Corporation for $6.9
million.
Note Payable
The Company has an unsecured line of credit with Black Hills
Generation, an indirect subsidiary of Black Hills Corporation, which is
due on demand, however, Black Hills Generation has agreed not to demand
payment until such time as outside financing is obtained. Borrowings
under the note bear interest at prime rate (4.75 percent at March 31,
2002) and interest is payable monthly. Borrowings were $462.2 million
at March 31, 2002 and $447.1 million at December 31, 2001. Interest
expense on the borrowings under the note for the three months ended
March 31, 2002 was $5.4 million. In addition, the Company has an
unsecured line of credit with Black Hills Corporation in the amount of
$1.7 million. Borrowings under the note bear interest at 3.1 percent
and interest is payable monthly.
Other Balances and Transactions
In addition to the above transactions, the Company purchased natural
gas to fuel its combustion turbine from Enserco Energy, an indirect
subsidiary of Black Hills Corporation. The amount purchased during the
three month period ended March 31, 2002 was approximately $1.2 million
and is included in "Fuel and purchased power" on the Consolidated
Statements of Income. The Company also received revenues of
approximately $0.1 million from Black Hills Generation, an indirect
subsidiary of Black Hills Corporation, for the transmission of
electricity.
9
In the opinion of management, the described related-party transactions
have been fair and reasonable to the Company and have been entered into
under terms and rates substantially the same as those transactions
entered into with unrelated third parties in the ordinary course of
business.
(8) SUMMARY OF INFORMATION RELATING TO SEGMENTS OF THE COMPANY'S BUSINESS
The Company's reportable segments are those that are based on the
Company's method of internal reporting, which generally segregates the
strategic business groups due to differences in products, services and
regulation. Prior to the first quarter of 2001, the Company reported
six operating segments consisting of Electric, Mining, Oil and Gas,
Fuel Marketing, Independent Power and Communications. Due to the
distribution of Wyodak common stock as described in Note 2, the Company
no longer has companies operating in the Mining, Oil and Gas, Fuel
Marketing and Communications segments.
The Company's operations are now conducted through two business
segments. As of March 31, 2002, substantially all of the Company's
operations and assets are located within the United States. The two
segments consist of: Electric, which supplies electric utility service
to western South Dakota, northeastern Wyoming and southeastern Montana;
and Independent Power, which produces and sells power to wholesale
customers. Independent Power's operations were not significant to the
Company until the Indeck Capital acquisition in the third quarter of
2000.
Segment information follows the same accounting policies as described
in Note 1 of the Company's 2001 Annual Report on Form 10-K. Segment
information included in the accompanying Consolidated Balance Sheets
and Consolidated Statements of Income is as follows (in thousands):
Operating Revenues Net Income
------------------ --------------
Quarter to Date
March 31, 2002
Electric $ 37,192 $ 7,823
Independent power 30,393 4,161
-------- --------
Total $ 67,585 $ 11,984
======== ========
Operating Revenues Net Income (Loss)
------------------ -----------------
Quarter to Date
March 31, 2001
Electric $ 70,580 $ 17,337
Independent power 18,045 (1,088)
Discontinued operation,
net of income taxes - 4,832
-------- --------
Total $ 88,625 $ 21,081
======== ========
10
(9) RISK MANAGEMENT ACTIVITIES
The Company actively manages its exposure to certain market risks as
described in Note 3 of the Company's 2001 Annual Report on Form 10-K.
Included in the accompanying Consolidated Balance Sheets as of
March 31, 2002 and December 31, 2001, are derivative assets of
$5.9 million and $5.7 million and derivative liabilities of
$12.9 million and $16.1 million, respectively, related to
fixed-for-float interest rate swaps on project financings. These
transactions are accounted for as cash flow hedges and have been
determined to be fully effective. Because these hedges are fully
effective, the entire derivative fair value is recorded in accumulated
other comprehensive income. These swaps had a current notional amount
of $316.4 million and a weighted average interest rate of 5.85 percent
at March 31, 2002 and December 31, 2001.
The Company anticipates a portion of the unrealized losses recorded in
accumulated other comprehensive income will be realized as increased
interest expense in the next 12 months. Based on March 31, 2002 market
interest rates, $7.8 million will be realized as additional interest
expense during the next 12 months. Estimated and realized amounts will
likely change during the next year as market interest rates change.
At March 31, 2002, the Company had $811.0 million of outstanding,
floating-rate debt of which $494.7 million was not offset with interest
rate swap transactions that effectively convert the debt to a fixed
rate.
(10) ACQUISITIONS
On March 15, 2002, the Company paid $25.7 million to acquire an
additional 30 percent interest in the Harbor Cogeneration Facility
(Harbor), a 98 megawatt gas-fired plant located in Wilmington,
California. This acquisition was funded through borrowings from a
related party and gives the Company an 83 percent ownership interest
and voting control of Harbor.
The Company's investment in Harbor prior to the above
acquisition was accounted for under the equity method of accounting
and included in Investments on the accompanying Consolidated Balance
Sheets. The above acquisition gave the Company majority ownership and
voting control of Harbor, therefore, the Company now includes the
accounts of Harbor in its consolidated financial statements.
The above acquisition has been accounted for under the purchase
method of accounting and, accordingly, the purchase price has been
allocated to the acquired assets and liabilities based on preliminary
estimates of the fair values of the assets purchased and the
liabilities assumed as of the date of acquisition. The estimated
purchase price allocations are subject to adjustment, generally within
one year of the date of the acquisition. The purchase price and
related acquisition costs exceeded the fair values assigned to net
tangible assets by approximately $9.5 million, which was recorded as
long-lived intangible assets.
The impact of this acquisition was not material in relation to the
Company's results of operations. Consequently, pro forma information
is not presented.
11
ITEM 2. RESULTS OF OPERATIONS
Consolidated Results
Consolidated earnings for the three months ended March 31, 2002 were
$12.0 million compared to $21.1 million in the same period of the prior
year. Consolidated earnings from continuing operations for the three
month period ended March 31, 2002 were $12.0 million compared to $16.3
million for the same period of the prior year. As discussed in Note 2
of Notes to Consolidated Financial Statements, during the quarter ended
March 31, 2001, the Company distributed ownership interest in Wyodak to
its parent company, Black Hills Corporation. The consolidated Statement
of Income has been restated to reflect the continuing operations of the
Company.
The decrease in earnings from continuing operations is a result of
decreased off-system sales, offset by increased generating capacity and
the collection of previously reserved amounts for California
operations.
Consolidated revenues from continuing operations for the three months
ended March 31, 2002 were $67.6 million compared to $88.6 million for
the same period of the prior year. The decrease in revenues was a
result of decreased prices for off-system sales by our electric
utility, offset by expanded power production.
Electric Utility
Three Months Ended
March 31
2002 2001
---- ----
(in thousands)
Revenue $37,192 $70,580
Operating income 14,327 28,664
Net income 7,823 17,337
EBITDA 18,627 33,167
Electric utility revenues decreased 47 percent for the three month
period ended March 31, 2002 compared to the same period in the prior
year. Earnings for the segment decreased 55 percent from the same
period. The decrease in revenues and earnings was primarily due to a 37
percent decrease in wholesale off-system sales at average prices that
were 81 percent lower than the average prices in the same periods of
the prior year. Fuel and purchased power expense decreased 67 percent
for the three month period ended March 31, 2002 compared to the same
period in 2001, and total operating expense decreased 45 percent for
the same period.
12
Independent Power Production
Three Months Ended
March 31
2002 2001
---- ----
(in thousands)
Revenue $30,393 $18,045
Operating income 14,599 5,566
Net income (loss) 4,161 (1,088)
EBITDA 20,855 7,193
Revenue, operating income and net income increased substantially for
the three month period ended March 31, 2002, compared to the same
period in 2001. This increase can be attributed to additional
generating capacity offset by increased depreciation expense. As of
March 31, 2002, we had 606 megawatts of independent power capacity in
service compared to 250 megawatts as of March 31, 2001. In addition,
$1.9 million after-tax was collected in 2002 for previously recorded
reserves pertaining to exposure in the California markets and the
adoption of SFAS 142 resulted in a net income benefit of $0.9 million,
after tax.
Forward Looking Statements
The above information includes "forward-looking statements" as defined
by the Securities and Exchange Commission. These statements concern the
Company's plans, expectations and objectives for future operations. All
statements, other than statements of historical facts, included above
that address activities, events or developments that the Company
expects, believes or anticipates will or may occur in the future are
forward-looking statements. The words believe, intend, anticipate,
estimate, aim, project and similar expressions are also intended to
identify forward-looking statements. These forward-looking statements
may include, among others, such things as expansion and growth of the
Company's business and operations; future financial performance; future
acquisition and development of power plants and business strategy.
These forward-looking statements are based on assumptions which the
Company believes are reasonable based on current expectations and
projections about future events and industry conditions and trends
affecting the Company's business. However, whether actual results and
developments will conform to the Company's expectations and predictions
is subject to a number of risks and uncertainties which could cause
actual results to differ materially from those contained in the
forward-looking statements, including the following factors: prevailing
governmental policies and regulatory actions with respect to allowed
rates of return, industry and rate structure, acquisition and disposal
of assets and facilities, operation and construction of plant
facilities, recovery of purchased power and other capital investments,
and present or prospective wholesale and retail competition; changes in
and compliance with environmental and safety laws and policies; weather
conditions; population growth and demographic patterns; competition for
retail and wholesale customers; market demand, including structural
market changes; changes in tax rates or policies or in rates of
inflation; changes in project costs; unanticipated changes in operating
expenses or capital expenditures; capital market conditions;
counterparty credit risk; technological advances; competition for new
energy development opportunities; legal and administrative proceedings
that influence the Company's business and profitability; and
unanticipated developments in the western power markets, including
unanticipated governmental intervention, deterioration in the financial
condition of
13
counterparties, default on amounts due, adverse changes in
current or future litigation and adverse changes in the tariffs of the
California Independent System Operator Corporation. Any such
forward-looking statements should be considered in conjunction with the
Company's most recent annual report on Form 10-K and its interim
quarterly reports on Form 10-Q on file with the Securities and Exchange
Commission. 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 the Company to predict
all such factors, or to 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. The Company assumes no
obligation to update publicly any such forward-looking statements,
whether as a result of new information, future events, or otherwise.
14
BLACK HILLS POWER, INC.
Part II - Other Information
Item 1. Legal Proceedings
There are currently no pending material legal proceedings to
which we are a party. There are currently no pending material
legal proceedings to which an officer or director is a party
or has a material interest adverse to us or our subsidiaries.
There are also no material administrative or judicial
proceedings arising under environmental quality or civil
rights statutes pending or known to be contemplated by
governmental agencies to which we are or would be a party.
Item 6. Exhibits and Reports of Form 8-K
99.1 Letter to Commission Pursuant to Temporary Note 3T
15
BLACK HILLS POWER, INC.
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 POWER, INC.
/s/ Roxann R. Basham
--------------------------------------------------
Roxann R. Basham, Vice President - Controller
(Principal Accounting Officer)
/s/ Mark T. Thies
---------------------------------------------------
Mark T. Thies, Senior VP & CFO
(Principal Financial Officer)
Dated: May 15, 2002
16