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 September 30, 1995. 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 Corporation Incorporated in South Dakota IRS Identification Number 46-0111677 625 Ninth Street Rapid City, South Dakota 57709 Registrant's telephone number (605)-348-1700 NONE Former name, former address, and former fiscal year if changed since last report 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the last practicable date. Class Outstanding at October 31, 1995 Common stock, $1.00 par value 14,417,575 shares BLACK HILLS CORPORATION I N D E X Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets- 2-3 September 30, 1995, December 31, 1994, and September 30, 1994 Consolidated Statements of Income- 4 Three, Nine, and Twelve Months Ended September 30, 1995 and 1994 Consolidated Statements of Cash Flows- 5 Three, Nine, and Twelve Months Ended September 30, 1995 and 1994 Consolidated Statements of Shareholders' Equity- 6 Three, Nine, and Twelve Months Ended September 30, 1995 and 1994 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of 7-11 Financial Position and Consolidated Statements of Earnings PART II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 BLACK HILLS CORPORATION Consolidated Balance Sheets (unaudited) September 30 December 31 September 30 1995 1994 1994 (in thousands) Assets Current assets: Cash and cash equivalents $ 11,674 $ 12,174 $ 6,819 Securities available for sale 4,696 24,134 29,325 Receivables- Customers 13,004 12,409 11,911 Other 2,553 4,045 2,546 Materials, supplies, and fuel 7,432 7,139 6,527 Prepaid expenses 1,595 1,564 1,469 -------- -------- -------- 40,954 61,465 58,597 -------- -------- -------- Property and investments: Electric 463,713 425,690 391,809 Coal mining 51,311 52,267 51,708 Oil and gas 38,755 38,842 37,316 Other 4,465 2,785 2,506 -------- -------- -------- 558,244 519,584 483,339 Less accumulated depreciation and depletion (168,248) (156,046) (153,196) -------- -------- -------- Net property and investments 389,996 363,538 330,143 -------- -------- -------- Deferred charges: Federal income taxes 7,672 7,505 7,448 Other 5,198 4,369 4,505 12,870 11,874 11,953 -------- -------- -------- Total $443,820 $436,877 $400,693 ======== ======== ======== BLACK HILLS CORPORATION Consolidated Balance Sheets (unaudited) September 30 December 31 September 30 1995 1994 1994 (in thousands) Liabilities and Capitalization Current liabilities: Current maturities of long-term debt $ 2,070 $ 2,144 $ 2,144 Notes payable 4,403 37,018 7,493 Accounts payable 7,668 12,018 10,185 Accrued liabilities- Income taxes 1,538 572 660 Other taxes 5,074 5,759 5,456 Interest 2,959 2,795 2,487 Fuel and purchased power refunds 641 1,025 750 Other 6,154 7,101 6,689 -------- -------- -------- 30,507 68,432 35,864 -------- -------- -------- Deferred credits: Federal income taxes 42,514 39,953 38,549 Investment tax credits 5,144 5,521 5,648 Reclamation costs 7,881 7,618 7,713 Regulatory liability 6,662 6,925 6,912 Other 5,157 4,093 3,626 -------- -------- -------- 67,358 64,110 62,448 -------- -------- -------- Capitalization: Common stock equity- Common stock 14,417 14,386 14,382 Additional paid-in capital 46,231 45,740 45,662 Retained earnings 119,377 115,284 113,387 -------- -------- -------- Total common stock equity 180,025 175,410 173,431 Long-term debt 165,930 128,925 128,950 -------- -------- -------- 345,955 304,335 302,381 -------- -------- -------- Total $443,820 $436,877 $400,693 ======== ======== ======== BLACK HILLS CORPORATION Consolidated Statements of Income (unaudited) Three Months Nine Months Twelve Months September 30 September 30 September 30 1995 1994 1995 1994 1995 1994 (in thousands) Operating revenues: Electric $29,596 $27,734 $79,609 $79,574 $104,791 $104,638 Coal mining 6,754 7,664 21,490 20,197 29,887 28,056 Oil and gas 2,711 3,191 8,505 8,969 11,588 11,816 Other 250 - 250 - 250 - ------- ------- ------- ------- ------- ------- 39,311 38,589 109,854 108,740 146,516 144,510 ------- ------- ------- ------- ------- ------- Operating expenses: Fuel and purchased power 10,186 10,121 29,956 31,835 40,090 41,491 Operations and maintenance 6,683 7,638 19,552 21,507 26,707 29,045 Administrative and general 2,433 2,297 6,913 5,815 9,018 7,451 Depreciation, depletion, and amortization 5,633 4,441 15,281 13,327 19,631 17,837 Taxes, other than income taxes 2,550 2,745 7,922 7,721 10,620 10,223 ------- ------- ------- ------- ------- ------- 27,485 27,242 79,624 80,205 106,066 106,047 ------- ------- ------- ------- ------- ------- Operating income: Electric 8,979 7,544 20,169 19,205 26,041 25,641 Coal mining 2,667 3,281 9,238 8,211 12,927 11,666 Oil and gas (20) 523 739 1,121 1,474 1,158 Other 200 (1) 84 (2) 8 (2) ------- ------- ------- ------- ------- ------- 11,826 11,347 30,230 28,535 40,450 38,463 ------- ------- ------- ------- ------- ------- Other (income) and expense: Interest expense 3,524 2,718 10,537 7,195 13,679 9,372 Investment income (295) (393) (953) (1,114) (1,471) (1,550) Allowance for funds used during construction (1,014) (1,049) (5,840) (2,125) (7,698) (2,497) Other (531) (137) (652) (167) (654) (250) ------- ------- ------- ------- ------- ------- 1,684 1,139 3,092 3,789 3,856 5,075 ------- ------- ------- ------- ------- ------- Income before income taxes 10,142 10,208 27,138 24,746 36,594 33,388 Income taxes (3,210) (3,229) (8,564) (7,586) (11,376) (9,970) ------- ------- ------- ------- ------- ------- Net income available for common stock $ 6,932 $ 6,979 $18,574 $17,160 $25,218 $23,418 ======= ======= ======= ======= ======= ======= Weighted average common shares outstanding 14,414 14,360 14,404 14,323 14,400 14,271 Earnings per share $0.48 $0.49 $1.29 $1.20 $1.75 $1.64 Dividends paid per share of common stock $0.335 $0.330 $1.005 $0.990 $1.335 $1.310 BLACK HILLS CORPORATION Consolidated Statements of Cash Flows (unaudited) Three Months Nine Months Twelve Months September 30 September 30 September 30 1995 1994 1995 1994 1995 1994 (in thousands) Operating activities: Net Income $ 6,932 $ 6,979 $18,574 $17,160 $25,218 $23,418 Principal non-cash items- Depreciation, depletion, and amortization 5,633 4,441 15,281 13,327 19,631 17,837 Deferred income taxes and investment tax credits, net 971 732 1,746 1,385 2,832 2,087 Allowance for other funds used during construction (643) (538) (3,625) (1,101) (4,895) (1,254) (Increase) decrease in receivables, inventories, and other current assets (2,709) (210) 574 (734) (2,657) (1,423) Increase (decrease) in other current liabilities (2,099) 3,792 (5,237) 2,011 (2,193) 4,542 Other, net (351) 762 1,475 (388) 7,817 2,150 ------- ------- ------- ------- ------- ------- 7,734 15,958 28,788 31,660 45,753 47,357 ------- ------- ------- ------- ------- ------- Investment activities: Neil Simpson Unit #2 construction costs, excluding allowance for other funds used during construction (4,790)(24,226) (26,546) (42,314) (56,186) (51,829) Other property additions, excluding allowance for other funds used during construction (4,724) (7,250) (12,420) (16,738) (24,415) (26,573) Securities available for sale purchased (2,005)(12,555) (10,439) (27,581) (24,579) (44,647) Securities available for sale sold 7,572 6,331 29,877 22,472 49,208 27,295 Proceeds from sale of long-term investments 203 203 514 5,269 514 20,000 Long-term investments purchased (632) - (632) - (632) - ------- ------- ------- ------- ------- ------- (4,376)(37,497) (19,646) (58,892) (56,090) (75,754) ------- ------- ------- ------- ------- ------- Financing activities: Dividends paid (4,830) (4,736) (14,480) (14,172) (19,228) (18,729) Common stock issued 140 758 522 2,354 604 15,721 Net short-term borrowings 835 (25,668) (32,615) (4,275) (3,090) (6,326) Long-term debt issued 15,121 45,795 46,765 45,795 46,765 45,795 Long-term debt retired (7,517) (1,267) (9,834) (3,517) (9,859) (4,207) ------- ------- ------- ------- ------- ------- 3,749 14,882 (9,642) 26,185 15,192 32,254 ------- ------- ------- ------- ------- ------- Increase (decrease) in cash and cash equivalents 7,107 (6,657) (500) (1,047) 4,855 3,857 Cash and cash equivalents: Beginning of period 4,567 13,476 12,174 7,866 6,819 2,962 ------- ------ ------- ------- ------- ------- End of period $11,674 $ 6,819 $11,674 $ 6,819 $11,674 $ 6,819 ======= ======= ======= ======= ======= ======= Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 4,207 $ 1,822 $10,373 $ 6,410 $13,205 $ 8,949 Income taxes $ 1,550 $ 1,500 $ 5,695 $ 5,525 $ 7,460 $ 8,025 BLACK HILLS CORPORATION Statements of Shareholders' Equity (unaudited) Three Months Nine Months Twelve Months September 30 September 30 September 30 1995 1994 1995 1994 1995 1994 (in thousands) Common stock: Beginning of period $ 14,409 $ 14,345 $ 14,386 $ 14,270 $ 14,382 $ 13,715 Issuance of $1 par value shares 8 37 31 112 35 667 -------- -------- -------- -------- -------- -------- End of period 14,417 14,382 14,417 14,382 14,417 14,382 -------- -------- -------- -------- -------- -------- Additional paid-in capital: Beginning of period 46,099 44,941 45,740 43,420 45,662 30,608 Excess of proceeds over par value of stock issued 133 763 494 2,251 594 15,711 Expenses related to issuance of stock (1) (42) (3) (9) (25) (657) -------- -------- -------- -------- -------- -------- End of period 46,231 45,662 46,231 45,662 46,231 45,662 -------- -------- -------- -------- -------- -------- Retained earnings: Beginning of period 117,275 111,144 115,284 110,399 113,387 108,698 Net income 6,932 6,979 18,574 17,160 25,218 23,418 Cash dividends on common stock (4,830) (4,736) (14,481) (14,172) (19,228) (18,729) -------- -------- -------- -------- -------- -------- End of period 119,377 113,387 119,377 113,387 119,377 113,387 -------- -------- -------- -------- -------- -------- Total shareholders' equity $180,025 $173,431 $180,025 $173,431 $180,025 $173,431 ======== ======== ======== ======== ======== ======== See accompanying notes to consolidated financial statements. BLACK HILLS CORPORATION Notes to Consolidated Financial Statements (Reference is made to Notes to Consolidated Financial Statements included in the Company's Annual Report) (1) Management's Statement The financial statements included herein have been prepared by Black Hills Corporation (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 generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the footnotes adequately disclose the information presented. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto, included in the Company's 1994 Annual Report on Form 10-K filed with the Securities and Exchange Commission. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of. This statement imposes stricter criteria for regulatory assets by requiring that such assets be probable of future recovery at each balance sheet date. The Company anticipates adopting this standard on January 1, 1996, and does not expect that adoption will have a material impact on the financial position or results of operations of the Company based on the current regulatory structure in which the Company operates. In October 1995, the Financial Accounting Standards Board issued Statement of Finacial Accounting Standards No. 123, Accounting for Stock- Based Compensation. This statement, effective for fiscal years beginning after December 15, 1995, encourages, but does not require, a fair value based method of accounting for stock based compensation. It also allows an entity to elect to continue to measure compensation cost under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, subject to certain limitations, but requires pro forma disclosures of net income and earnings per share as if the fair value method of accounting had been applied. The Company expects to adopt Statement No. 123 in 1996. While the Company is still evaluating Statement No. 123, it currently does not expect the adoption will have a significant impact. 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 September 30, 1995, December 31, 1994, and September 30, 1994, financial information and are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 1995, are not necessarily indicative of the results to be expected for the full year. (2) Neil Simpson Unit #2 Financing, Construction, and Rate Impact The Company filed a Form S-3, shelf registration for $100,000,000 first mortgage bonds, with the Securities and Exchange Commission on June 28, 1994. The registration statement became effective on July 13, 1994. The Company issued $45,000,000 of bonds under this filing on September 1, 1994, $30,000,000 of bonds on February 3, 1995 and $15,000,000 on July 14, 1995. The $45,000,000 bond issue has a 30 year life and carries an 8.30 percent interest rate. The $30,000,000 bond issue has a 15 year life, carries an 8.06 percent interest rate, and the bondholders have a one-time option to cause the Company to redeem the bonds on February 1, 2002. The $15,000,000 bond issue has a 7 year life and carries a 6.50 percent interest rate. The bonds were used to finance Neil Simpson Unit #2, an 80 MW coal fired generating plant, located adjacent to Wyodak Resources Development Corp's coal mine. The $15,000,000 bond issue completed the long-term debt financing associated with Neil Simpson Unit #2. The Plant began commercial operation in August 1995. Total cost of the plant is approximately $121,500,000, $3,400,000 under the initial project budget. Effective August 1, 1995, the Company was authorized a 6.76 percent overall increase in its electric rates charged to its South Dakota customers. Based on test year ended September 30, 1994, this increase would result in additional annual revenues from South Dakota customers of approximately $5,725,000. The settlement also stated that unless a specified extraordinary event occurs, the Company will not file for an increase in rates or invoke any fuel and purchased power automatic adjustment tariff to take effect during a freeze period ending January 1, 2000. (For further information see the Company's Form 8-K dated June 30, 1995.) The Company has reached settlement with The Wyoming Public Service Commission Staff and intervenors providing for an 8.97 percent increase in electric rates charged Wyoming retail customers effective August 15, 1995. The Wyoming Commission has allowed the rates to go into effect subject to refund and final approval of the settlement. The Federal Energy Regulatory Commission has accepted for filing, effective September 6, 1995, a negotiated contract amendment providing for a 12.3 percent increase in electric rates to be charged its only wholesale customer, the City of Gillette. The increase will be reduced to an 8.8 percent increase from current rates commencing January 1, 1997, when the Company expects to receive additional revenue from sales to Montana-Dakota Utilities Co. (MDU) for its Sheridan, Wyoming service territory. Acceptance by the Federal Energy Regulatory Commission of the sale contract to MDU is pending. The Company derives approximately 86 percent of its total electric revenues from its South Dakota customers and 7 percent from each of its Wyoming retail customers and the City of Gillette. (3) Economic Shut-Down of Kirk Power Plant On September 1, 1995, the Company placed the Kirk Power Plant in cold reserve due to economic conditions. The Kirk Plant is an 18,750 kilowatt coal-fired electric generating plant built in 1956. The Company placed the plant in cold reserve because energy can be purchased on the market at a lower price than can be generated from the plant. Operating costs of the plant are high due to coal transportation costs and the high ratio of employees to megawatt generation. The Company anticipates the savings from the shutdown are currently about $1,000,000 a year before Federal Income Taxes. The plant can be brought back into operations within 30 days if economic conditions should change. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity, Capital Resources, and Commitments In the past the Company has depended upon internally generated funds, issuance of short and long-term debt, and sales of common stock to finance its activities. It is expected future activities will also be financed by the most appropriate mix of these various sources of funds. The Company currently has bank lines of credit totaling $41,000,000 which provides for interim borrowings and the opportunity for timing of permanent financing. At September 30, 1995, the Company had borrowings of $4,360,000 outstanding under these lines of credit. There are no compensating balance requirements associated with these lines of credit. Results of Operations Black Hills Corporation is an energy services company consisting of three principal businesses: electric, coal mining, and oil and gas production. Consolidated income was $6,932,000 for the three months ended, $18,574,000 for the nine months ended, and $25,218,000 for the twelve months ended September 30, 1995, a decrease of $47,000 for the three month period and an increase of $1,414,000 and $1,800,000 for the nine and twelve month periods, respectively. The slight decrease in earnings for the third quarter was due to a $449,000 decrease in non-electric earnings offset by a $402,000 increase in electric earnings. The increase in electric earnings was caused by a 7 percent increase in electric revenue offset by an increase in expenses primarily due to the depreciation and operational expenses associated with Neil Simpson Unit #2 which began commercial operation in August 1995. The decrease in non-electric earnings was due to a 12 percent decrease in tons of coal sold and a decrease in natural gas prices. The decrease in the tons of coal sold was caused by an unscheduled two week outage at the Wyodak Plant due to a lightning strike to the plant's transformer. Sales of coal are expected to continue to be approximately 10 percent less until April 1996, when a new transformer is expected to be installed replacing a defective transformer being used in the interim. The increase in earnings for the nine and twelve month periods was due to an increase in electric and coal earnings. Electric earnings increased due to the increase in electric rates and an increase in allowance for funds used during construction offset by an increase in interest expense. Coal earnings increased due to an increase in the tons of coal sold caused by the decrease in coal sold to the Wyodak Plant in the second quarter of 1994 due to its planned maintenance. Consolidated revenue and income from continuing operations provided by the three businesses as a percentage of the total were as follows: Three Months Ended Nine Months Ended Twelve Months Ended September 30 September 30 September 30 1995 1994 1995 1994 1995 1994 Revenue Electric 75% 72% 72% 73% 72% 72% Coal mining 17 20 20 19 20 20 Oil and gas 7 8 8 8 8 8 Other 1 - - - - - --- --- --- --- --- --- 100% 100% 100% 100% 100% 100% Three Months Ended Nine Months Ended Twelve Months Ended September 30 September 30 September 30 1995 1994 1995 1994 1995 1994 Net Income Electric 64% 57% 57% 56% 55% 55% Coal mining 34 37 40 41 41 42 Oil and gas 1 6 3 3 4 3 Other 1 - - - - - --- --- --- --- --- --- 100% 100% 100% 100% 100% 100% Capital expenditures and depreciation, depletion, and amortization by industry segment were as follows: Three Months Ended Nine Months Ended Twelve Months Ended September 30 September 30 September 30 1995 1994 1995 1994 1995 1994 (in thousands) Capital Expenditures (includes AFDC) Neil Simpson Unit #2 $ 5,313 $24,668 $29,945 $43,217 $ 60,709 $52,825 Other electric 3,162 4,868 8,762 10,360 12,591 12,989 Coal mining 172 22 355 509 5,286 6,186 Oil and gas 1,510 2,456 3,529 6,068 6,438 7,656 Other - - - - 472 - ------- ------- ------- ------- -------- ------- $10,157 $32,014 $42,591 $60,154 $ 85,496 $79,656 ======= ======= ======= ======= ======== ======= Depreciation, Depletion, and Amortization Electric $3,249 $2,564 $ 8,554 $ 7,710 $11,158 $10,216 Coal mining 873 577 2,811 1,710 3,529 2,285 Oil and gas 1,482 1,300 3,828 3,907 4,780 5,336 Other 29 - 88 - 164 - ------ ------ ------- ------- ------- ------- $5,633 $4,441 $15,281 $13,327 $19,631 $17,837 ====== ====== ======= ======= ======= ======= Electric Operations Electric revenue increased 7 percent for the three months ended and was relatively flat for the nine and twelve months ended September 30, 1995. Electric revenue for the three, nine, and twelve month periods increased as a result of the increase in electric rates offset in the nine and twelve month periods by a decrease in fuel and purchased power expense that was passed on to the customers through the automatic fuel and purchased power adjustment clause. The Wyodak Plant was out of service for maintenance during the second quarter of 1994 causing an increase in purchased power costs. Electric expenses increased 2 percent for the three months ended and decreased slightly for the nine and twelve months ended September 30, 1995, compared to the same periods last year. The increase in expenses for the three month period was due to an increase in depreciation expense associated with Neil Simpson Unit #2. The decrease in expenses for the nine and twelve months ended September 30, 1995 was primarily due to a decrease in purchased power costs offset by an increase in depreciation and administrative and general expenses. Non-operating income increased for the nine and twelve months ended September 30, 1995, primarily due to the allowance for funds used during construction recorded on the Neil Simpson Unit #2 construction project. Allowance for funds used during construction decreased $35,000 for the three month period and increased $3,715,000 and $5,201,000 for the nine and twelve month periods, while interest expense increased $826,000, $3,336,000, and $4,344,000, respectively. Mining Operations Mining revenue decreased 12 percent for the three month period and increased 6 percent and 7 percent for the nine and twelve month periods ended September 30, 1995, compared to the same periods last year. Tons of coal sold decreased 12 percent for the three month period and increased 6 percent and 5 percent for the nine and twelve month periods, respectively. The decrease in the tons of coal sold in the third quarter was due to an unscheduled two week outage at the Wyodak Plant caused by a lightning strike to the plant's transformer. The increase in the tons of coal sold for the nine and twelve month periods was because the Wyodak Plant was out of service for maintenance for 35 days during the second quarter of 1994 thereby reducing the tons of coal sold significantly in 1994. Mining operating expenses decreased 7 percent for the three month period and increased 2 percent and 3 percent for the nine and twelve month periods ended September 30, 1995. The change in operating expenses is a direct reflection of the change in the quantity of coal sold. Other income increased $346,000, $356,000, and $400,000 for the three, nine, and twelve month periods. The increase was due to income recognition associated with the disposal of certain coal facilities offset by a decrease in interest income. Interest income decreased due to a decrease in the amount of cash available for investments. The coal mining company payed $30,000,000 of dividends to the utility company in 1995 to help finance the construction of Neil Simpson Unit #2. Oil and Gas Production Operations Oil and gas production revenue which represents less than 10 percent of consolidated revenue decreased 15 percent, 5 percent, and 2 percent for the three, nine, and twelve months ended September 30, 1995, directly related to a decrease in gas prices offset by an increase in equivalent barrels of oil sold as a result of the Company's 1993 and 1994 drilling program. Operating expenses increased 2 percent for the three month period and decreased 1 percent and 5 percent for the nine and twelve month periods ended September 30, 1995. The decrease in expenses for the nine and twelve month periods was due to lower depletion expense. BLACK HILLS CORPORATION Part II - Other Information Item 1. Legal Proceedings The Company and PacifiCorp have signed a definitive settlement agreement for the claim filed by the Company on May 2, 1995 against PacifiCorp before the Federal Energy Regulatory Commission (FERC). (See Legal Proceeding in the Company's Form 10-Q for the quarterly period ended June 30, 1995.) The agreement is still subject to approval or acceptance by the FERC. Item 6. Exhibits and Reports on Form 8-K a. Exhibits None b. Reports on Form 8-K The Registrant filed a Form 8-K on July 17, 1995, reporting the issuance and sale of $15,000,000 First Mortgage Bonds, Series AD, 6.50 percent, due July 15, 2002, under a Registration Statement on Form S-3 (Registration No. 33-54329). 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/ Dale E. Clement Dale E. Clement, Senior Vice President - Finance (Principal Financial Officer) /s/ Gary R. Fish Gary R. Fish, Controller (Principal Accounting Officer) Dated: November 13, 1995