10-Q 1 form10q-9_05.htm FORM 10-Q FOR 3RD QUARTER 2005

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 2005.

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              No  

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

    Yes              No   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

    Yes              No   

As of October 31, 2005, 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.


TABLE OF CONTENTS


Page

PART I.     FINANCIAL INFORMATION          
Item 1.  
Financial Statements
      
   
Condensed Statements of Income -
      
       Three and Nine Months Ended September 30, 2005 and 2004   3  
   
Condensed Balance Sheets -
      
       September 30, 2005 and December 31, 2004   4  
   
Condensed Statements of Cash Flows -
      
       Nine Months Ended September 30, 2005 and 2004   5  
   
Notes to Condensed Financial Statements
   6-10  

Item 2.
   Results of Operations   11-14  

Item 4.
   Controls and Procedures   14  

PART II.
   OTHER INFORMATION      

Item 1.
   Legal Proceedings   15  

Item 6.
   Exhibits   15  
   
Signatures
   16  
   
Exhibit Index
   17  

2


BLACK HILLS POWER, INC.
CONDENSED STATEMENTS OF INCOME
(unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
2005
2004
2005
2004
(in thousands)

Operating revenue
    $ 49,274   $ 47,921   $ 134,682   $ 129,377  




Operating expenses:  
   Fuel and purchased power    24,495    18,506    55,289    45,698  
   Operations and maintenance    5,277    5,993    17,247    19,991  
   Administrative and general    7,026    4,533    18,048    12,721  
   Depreciation and amortization    4,905    4,703    14,602    14,448  
   Taxes, other than income taxes    2,108    1,680    6,417    6,044  




     43,811    35,415    111,603    98,902  




Operating income    5,463    12,506    23,079    30,475  




Other income (expense):  
   Interest expense    (3,122 )  (4,138 )  (9,483 )  (12,545 )
   Interest income    2    232    45    671  
   Other income, net    30    42    303    181  




     (3,090 )  (3,864 )  (9,135 )  (11,693 )




Income before income taxes    2,373    8,642    13,944    18,782  
Income taxes    (485 )  (2,782 )  (4,325 )  (6,070 )




         Net income   $ 1,888   $ 5,860   $ 9,619   $ 12,712  




        The accompanying notes to condensed financial statements are an integral part of these condensed financial statements.

3


BLACK HILLS POWER, INC.
CONDENSED BALANCE SHEETS
(unaudited)

September 30, December 31,
2005
2004
(in thousands)
                                ASSETS            

Current assets:
  
   Cash and cash equivalents   $ 2,895   $ 344  
   Restricted cash    --    3,069  
   Receivables (net of allowance for doubtful accounts of $875 and $912, respectively)    18,400    18,497  
   Receivables - affiliate    2,006    891  
   Materials, supplies and fuel    14,518    11,513  
   Deferred income taxes    805    --  
   Derivative assets    --    30  
   Other current assets    61    2,316  


     38,685    36,660  


Investments    3,299    3,275  


Property, plant and equipment    649,916    637,630  
   Less accumulated depreciation    (246,279 )  (232,401 )


     403,637    405,229  


Other assets:  
   Regulatory assets    6,987    7,237  
   Other    11,342    13,204  


     18,329    20,441  


    $ 463,950   $ 465,605  


                   LIABILITIES AND STOCKHOLDER'S EQUITY  

Current liabilities:
  
   Current maturities of long-term debt   $ 1,994   $ 1,991  
   Accounts payable    6,786    7,551  
   Accounts payable - affiliate    3,477    331  
   Note payable - affiliate    11,860    25,074  
   Derivative liabilities    1,246    --  
   Accrued liabilities    13,815    13,816  


     39,178    48,763  


Long-term debt, net of current maturities    155,230    157,215  


Deferred credits and other liabilities:  
   Deferred income taxes    68,927    69,233  
   Regulatory liabilities    5,819    6,021  
   Other    14,803    13,537  


     89,549    88,791  


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    39,549    39,549  
   Retained earnings    118,926    109,307  
   Accumulated other comprehensive loss    (1,898 )  (1,436 )


     179,993    170,836  


    $ 463,950   $ 465,605  


        The accompanying notes to condensed financial statements are an integral part of these condensed financial statements.

4


BLACK HILLS POWER, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)

Nine Months Ended
September 30,
2005
2004
(in thousands)
Operating activities:            
   Net income   $ 9,619   $ 12,712  
Adjustments to reconcile net income to cash provided by operating activities:  
   Depreciation and amortization    14,602    14,448  
   Deferred income tax    (1,224 )  793  
   Net change in derivative assets and liabilities    78    --  
Change in operating assets and liabilities -  
   Accounts receivable and other current assets    (1,244 )  3,961  
   Accounts payable and other current liabilities    2,380    (9,991 )
   Other operating activities    3,501    1,734  


     27,712    23,657  


Investing activities:  
   Property, plant and equipment additions    (13,010 )  (10,426 )
   Change in notes receivable from associated companies, net    --    12,334  
   Change in investments and restricted cash    3,045    (181 )


     (9,965 )  1,727  


Financing activities:  
   Changes in notes payable to associated companies, net    (13,214 )  --  
   Dividends paid    --    (18,000 )
   Long-term debt - repayments    (1,982 )  (7,829 )


     (15,196 )  (25,829 )


                  Increase (decrease) in cash and cash equivalents    2,551    (445 )

Cash and cash equivalents:
  
   Beginning of period    344    1,052  


   End of period   $ 2,895   $ 607  


Supplemental disclosure of cash flow information:  

   Cash paid (received) during the period for:
  
     Interest   $ 9,973   $ 14,745  
     Income taxes paid (refunded)   $ 2,122   $ (3,111 )

        The accompanying notes to condensed financial statements are an integral part of these condensed financial statements.

5


BLACK HILLS POWER, INC.

Notes to Condensed Financial Statements
(unaudited)
(Reference is made to Notes to Financial Statements
included in the Company’s 2004 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 of America 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 2004 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 September 30, 2005, December 31, 2004 and September 30, 2004, financial information and are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2005, are not necessarily indicative of the results to be expected for the full year.

(2)  

  COMPREHENSIVE INCOME


  The following table presents the components of the Company’s comprehensive income (in thousands):

Three Months Ended Nine Months Ended
September 30, September 30,
2005
2004
2005
2004

Net income
    $ 1,888   $ 5,860   $ 9,619   $ 12,712  
Other comprehensive income, net of tax:  
   Fair value adjustment on derivatives designated  
     as cash flow hedges    (435 )  --    (494 )  --  
   Reclassification adjustment on interest rate  
     swap included in net income    11    10    33    31  




 Comprehensive income   $ 1,464   $ 5,870   $ 9,158   $ 12,743  




6


(3)  

  RELATED-PARTY TRANSACTIONS


  Accounts Receivables/Accounts Payables

  The Company has accounts receivable and accounts payable balances related to transactions with other Black Hills Corporation subsidiaries. The accounts receivable balances were $2.0 million and $0.9 million as of September 30, 2005 and December 31, 2004, respectively. The accounts payable balances were $3.5 million and $0.3 million as of September 30, 2005 and December 31, 2004, respectively.

  Notes Payable 

  The Company has borrowings from its Parent, Black Hills Corporation (the Parent) which are due on demand. Outstanding advances were $11.9 million at September 30, 2005 and $25.1 million at December 31, 2004. Advances under this note bear interest at 0.70 percent above the daily LIBOR rate (3.86 percent at September 30, 2005). Interest paid was $0.1 million and $0.5 million for the three and nine months ended September 30, 2005, respectively. Interest paid for the three and nine months ended September 30, 2004, was insignificant.

  In August 2005, the Company entered into a Utility Money Pool Agreement with the Parent, a registered holding company; and Cheyenne Light, Fuel & Power, an electric and gas utility subsidiary of the Parent.

  Under the agreement, the Utility may borrow from the Parent. The Agreement restricts the Company from loaning funds to the Parent or to any of the Parent’s non-utility subsidiaries; the Agreement does not restrict the Company from making dividends to the Parent. Borrowings under the Agreement bear interest at the daily cost of external funds as defined under the Agreement, or if there are no external funds outstanding on that date, then the rate will be the daily one-month LIBOR rate plus 100 basis points. Borrowings under the agreement are due upon demand.

  Other Balances and Transactions

  The Company received revenues of approximately $0.9 million and $0.2 million for each of the three month periods ended September 30, 2005 and September 30, 2004, respectively, and $1.4 million and $0.6 million for each of the nine month periods ended September 30, 2005 and September 30, 2004, respectively, from Black Hills Wyoming, Inc., an indirect subsidiary of Black Hills Corporation, for the transmission of electricity.

  The Company also pays the Parent for allocated corporate support service cost incurred on its behalf. Corporate costs allocated from the Parent were $3.2 million and $2.2 million for the three months ended September 30, 2005 and 2004, respectively; and $8.0 million and $6.7 million for the nine months ended September 30, 2005 and 2004, respectively.

7


(4)  

  RISK MANAGEMENT


  On September 30, 2005, the Company had the following swaps and related balances (in thousands):

Notional*
Maximum
Terms in
Years

Current
Derivative
Assets

Non-current
Derivative
Assets

Current
Derivative
Liabilities

Non-current
Derivative
Liabilities

Pre-tax
Accumulated
Other
Comprehensive
Income (Loss)

Unrealized
Gain
(Loss)

September 30, 2005                                            

Natural gas swaps
    425,000   0.50   $ —   $ —   $ 1,246   $ —   $ (759 ) $ (487 )
   





_________________

*gas in MMbtu’s

  Based on September 30, 2005 market prices, a $0.8 million loss would be realized and reported in pre-tax earnings during the next twelve months related to the cash flow hedge. These estimated realized losses for the next twelve months were calculated using September 30, 2005 market prices. Estimated and actual realized losses will likely change during the next twelve months as market prices change.

  In addition, certain volumes of natural gas inventory have been designated as the underlying hedged item in a “fair value” hedge transaction. These volumes are stated at market value using published spot industry quotations. Market adjustments are recorded in inventory on the Balance Sheet and the related unrealized gain/loss on the Statement of Income. As of September 30, 2005, the market adjustments recorded in inventory were $0.5 million.

(5)  

  LONG TERM DEBT


  At December 31, 2004, the Company had $3.1 million of cash restricted to maintain liquidity for our $2.9 million Series 94A bond issue. During 2005, the Parent agreed to reserve $3.1 million under its revolving credit facility to provide any necessary liquidity. Accordingly, the related restrictions on the Company’s cash have been relieved.

(6)  

  EMPLOYEE BENEFIT PLANS


  Defined Benefit Pension Plan

  The Company has a noncontributory defined benefit pension plan (Plan) covering the employees of the Company who meet certain eligibility requirements.

  The components of net periodic benefit cost for the Plan are as follows (in thousands):

Three Months Ended Nine Months Ended
September 30, September 30,
2005
2004
2005
2004

Service cost
    $ 248   $ 240   $ 744   $ 720  
Interest cost    675    655    2,025    1,965  
Expected return on plan assets    (870 )  (855 )  (2,610 )  (2,565 )
Amortization of prior service cost    39    41    117    123  
Amortization of net loss    213    270    639    810  




Net periodic benefit cost   $ 305   $ 351   $ 915   $ 1,053  




8


  The Company does not anticipate that it will need to make a contribution to the Plan in the 2005 fiscal year.

  Supplemental Nonqualified Defined Benefit Plan

  The Company has various supplemental retirement plans for outside directors and key executives of the Company (Supplemental Plans). The Supplemental Plans are nonqualified defined benefit plans.

  The components of net periodic benefit cost for the Supplemental Plans are as follows (in thousands):

Three Months Ended Nine Months Ended
September 30, September 30,
2005
2004
2005
2004

Service cost
    $ --   $ --   $ --   $ --  
Interest cost    27    27    81    81  
Amortization of net loss    12    13    36    39  




Net periodic benefit cost   $ 39   $ 40   $ 117   $ 120  





  The Company anticipates that it will need to make contributions to the Supplemental Plans for the 2005 fiscal year of approximately $0.1 million. The contributions are expected to be in the form of benefit payments.

  Non-pension Defined Benefit Postretirement Plan

  Employees who are participant’s in the Company’s Postretirement Healthcare Plan (Healthcare Plan) and who retire from the Company on or after attaining age 55 after completing at least five years of service to the Company are entitled to postretirement healthcare benefits. These financial statements and this Note do not reflect the effects of the 2003 Medicare Act on the Healthcare Plan.

  The components of net periodic benefit cost for the Healthcare Plan are as follows (in thousands):

Three Months Ended Nine Months Ended
September 30, September 30,
2005
2004
2005
2004

Service cost
    $ 73   $ 75   $ 219   $ 225  
Interest cost    116    121    348    363  
Amortization of net transition obligation    29    29    87    87  
Amortization of prior service cost    (5 )  (5 )  (15 )  (15 )
Amortization of net loss    19    36    57    108  




Net periodic benefit cost   $ 232   $ 256   $ 696   $ 768  





  The Company anticipates that it will need to make contributions to the Plan for the 2005 fiscal year of approximately $0.2 million. The contributions are expected to be in the form of benefits paid.

9


(7)  

  LEGAL PROCEEDINGS


  The Company is subject to various legal proceedings, claims and litigation as described in Note 10 of the Notes to Consolidated Financial Statements in the Company’s 2004 Annual Report on Form 10-K. There have been no material developments in these proceedings or any new material proceedings that have developed or material proceedings that have terminated during the first nine months of 2005.

10


ITEM 2.         RESULTS OF OPERATIONS

Three Months Ended Nine Months Ended
September 30, September 30,
2005
2004
2005
2004
(in thousands)

Revenue
    $ 49,274   $ 47,921   $ 134,682   $ 129,377  
Operating expenses    43,811    35,415    111,603    98,902  




Operating income   $ 5,463   $ 12,506   $ 23,079   $ 30,475  




Net income   $ 1,888   $ 5,860   $ 9,619   $ 12,712  




The following tables provide certain operating statistics:

Electric Revenue
(in thousands)

Three Months Ended September 30,
Nine Months Ended September 30,
Percentage Percentage
Customer Base
2005
Change
2004
2005
Change
2004
Commercial     $ 14,127    8 % $ 13,117   $ 37,179    5 % $ 35,258  
Residential    10,441    16    9,019    29,662    8    27,396  
Industrial    5,111    (1 )  5,175    14,874    (1 )  14,963  
Municipal sales    693    7    650    1,740    4    1,675  
Contract wholesale    5,719    (4 )  5,932    17,377    3    16,909  
Wholesale off-system    11,766    (7 )  12,590    29,050    5    27,592  






   Total electric sales    47,857    3    46,483    129,882    5    123,793  
Other revenue    1,417    (1 )  1,438    4,800    (14 )  5,584  






   Total revenue   $ 49,274    3 % $ 47,921   $ 134,682    4 % $ 129,377  








Megawatt Hours

Three Months Ended September 30,
Nine Months Ended September 30,
Percentage Percentage
Customer Base
2005
Change
2004
2005
Change
2004
Commercial      188,481    7 %  175,935    498,643    5 %  474,342  
Residential    122,400    17    104,468    363,039    8    336,524  
Industrial    108,445    (2 )  110,611    310,538    1    307,877  
Municipal sales    9,622    9    8,799    22,912    5    21,826  
Contract wholesale    145,993    (6 )  155,991    457,990    1    455,686  
Wholesale off-system    198,031    (32 )  291,551    598,105    (12 )  677,237  






Total electric sales    772,972    (9 )%  847,355    2,251,227    (1 )%  2,273,492  






We established a new summer peak load of 401 megawatts in July 2005. We established our winter peak load of 344 megawatts in December 1998.

11


Three Months Ended Nine Months Ended
September 30,
September 30,
Percentage Percentage
Resources
2005
Change
2004
2005
Change
2004
Megawatt-hours generated:                            
   Coal    397,513    (12 )%  452,720    1,259,822    (1 )%  1,275,780  
   Gas    22,065    29    17,121    27,545    8    25,551  






     419,578    (11 )  469,841    1,287,367    (1 )  1,301,331  
Megawatt-hours purchased    378,986    (5 )  400,123    1,032,091    (1 )  1,038,821  






Total resources    798,564    (8 )%  869,964    2,319,458    (1 )%  2,340,152  








Three Months Ended Nine Months Ended
September 30, Percentage September 30, Percentage
2005
2004
Change
2005
2004
Change
Heating and cooling degree days                            
Actual  
   Heating degree days    120    198    (39 )%  4,043    4,246    (5 )%
   Cooling degree days    673    463    45 %  821    522    57 %
Variance from normal  
   Heating degree days    (47 )%  (13 )%  --    (11 )%  (6 )%  --  
   Cooling degree days    36 %  (6 )%  --    38 %  (12 )%  --  

Three Months Ended September 30, 2005 Compared to Three Months Ended September 30, 2004. Electric utility revenues increased 3 percent for the three month period ended September 30, 2005, compared to the same period in the prior year. Firm commercial and residential sales increased 8 percent and 16 percent, respectively. Cooling degree days, which is a measure of weather trends, were 45 percent higher than the same period in the prior year. Wholesale off-system sales decreased 7 percent with a 32 percent decrease in megawatt-hours sold, partially offset by a 38 percent increase in average price received. The decrease in wholesale off-system megawatt-hours sold was primarily due to the unscheduled outage of our Neil Simpson II power plant in July and August of 2005, which resulted in fewer megawatt-hours being available for sale.

Electric operating expenses increased 24 percent for the three month period ended September 30, 2005, compared to the same period in the prior year. Higher operating expenses were primarily the result of a $5.3 million increase in fuel and purchased power costs. The increase in fuel and purchased power was due to a $4.8 million increase in purchased power, which includes $2.8 million of additional purchase power costs to cover the outage of NSII, as well as a 40 percent increase in average price per megawatt-hour, partially offset by a 5 percent decrease in megawatt-hours purchased. Fuel costs increased due to a 26 percent increase in average cost partially offset by an 11 percent decrease in megawatt-hours generated. Megawatt-hours produced through coal-fired generation decreased while higher cost gas generation was utilized in the three months ended September 30, 2005. Purchased power and gas generation were utilized for firm load demand and peaking needs due to unscheduled plant outages and warmer weather. The increase in operating expense was also affected by increased power marketing legal expense, compensation costs and corporate allocations.

Net income decreased $4.0 million primarily due to increased fuel and purchased power costs, legal expense, compensation costs and corporate allocations, partially offset by increased revenues and lower interest expense, due to the paydown of debt.

12


Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004. Electric utility revenues increased 4 percent for the nine month period ended September 30, 2005 compared to the same period in the prior year. Firm commercial, residential and contract wholesale sales increased 5 percent, 8 percent and 3 percent, respectively. Cooling degree days for the nine month period were 57 percent higher than the same period in 2004 and heating degree days were 5 percent lower than the same period in 2004. Wholesale off-system sales increased 5 percent due to a 19 percent increase in average price received partially offset by a 12 percent decrease in megawatt-hours sold.

Electric operating expenses increased 13 percent for the nine month period ended September 30, 2005, compared to the same period in the prior year. Higher operating expenses were primarily the result of an $8.4 million increase in fuel and purchased power costs. The increase in fuel and purchased power was due to an $8.0 million increase in purchased power, which includes $2.8 million of additional purchase power costs to cover the outage of NSII, as well as a 23 percent increase in average price per megawatt-hour, partially offset by a 1 percent decrease in megawatt-hours purchased. Fuel costs increased $0.4 million due to a 5 percent increase in average cost, partially offset by a 1 percent decrease in megawatt-hours generated. Megawatt-hours produced through coal-fired generation decreased while higher cost gas generation was utilized in the nine months ended September 30, 2005. Purchased power and gas generation were utilized for firm load demand and peaking needs due to unscheduled plant outages and warmer weather. The increase in operating expense was also affected by increased power marketing legal expense, compensation costs and corporate allocations, partially offset by lower maintenance costs.

Net income decreased $3.1 million primarily due to increased fuel and purchased power costs, legal expense, compensation costs and corporate allocations, partially offset by increased revenues, lower maintenance costs and lower interest expense, due to the pay down of debt.

SAFE HARBOR FOR FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q includes “forward-looking statements” as defined by the Securities and Exchange Commission, or SEC. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Form 10-Q that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These forward-looking statements are based on assumptions which we believe are reasonable based on current expectations and projections about future events and industry conditions and trends affecting our business. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks and uncertainties that, among other things, could cause actual results to differ materially from those contained in the forward-looking statements, including the risk factors described in Items 1 and 2 of our 2004 Annual Report on Form 10-K filed with the SEC, and the following:

    The amount and timing of capital deployment in new investment opportunities or for the repurchase of debt or stock;
    Unfavorable rulings in the periodic applications to recover costs for fuel and purchased power;
    Changes in business and financial reporting practices arising from the repeal of the Public Utilities Holding Company Act of 1935 and other provisions of the recently enacted Energy Policy Act of 2005.
    Our ability to remedy any deficiencies that may be identified in the periodic review of our internal controls;
    The timing and extent of changes in energy-related and commodity prices, interest rates, energy and commodity supply or volume, the cost of transportation of commodities, and demand for our services, all of which can affect our earnings, liquidity position and the underlying value of our assets;
    The timing and extent of scheduled and unscheduled outages of power generation facilities;

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    General economic and political conditions, including tax rates or policies and inflation rates;
    Our use of derivative financial instruments to hedge commodity, currency exchange rate and interest rate risks;
    The creditworthiness of counterparties to trading and other transactions, and defaults on amounts due from counterparties;
    The amount of collateral required to be posted from time to time in our transactions;
    Changes in or compliance with laws and regulations, particularly those relating to taxation, safety and protection of the environment;
    Weather and other natural phenomena;
    Industry and market changes, including the impact of consolidations and changes in competition;
    The effect of accounting policies issued periodically by accounting standard-setting bodies;
    The cost and effects on our business, including insurance, resulting from terrorist actions or responses to such actions and events;
    Capital market conditions, which may affect our ability to raise capital on favorable terms;
    Price risk due to marketable securities held as investments in benefit plans;
    Obtaining adequate cost recovery for our operations through regulatory proceedings; and
    Other factors discussed from time to time in our other filings with the SEC.

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 us to predict all such factors, or 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. We assume no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise.

ITEM 4.         CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act)) as of September 30, 2005. Based on their evaluation, they have concluded that our disclosure controls and procedures are adequate and effective to ensure that material information relating to us that is required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods.

Internal Control Over Financial Reporting

During the period covered by this Quarterly Report on Form 10-Q, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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BLACK HILLS POWER, INC.

Part II – Other Information

Item 1.  

            Legal Proceedings


  For information regarding legal proceedings, see Note 10 of Notes to Consolidated Financial Statements in Item 8 of the Company’s 2004 Annual Report on Form 10-K and Note 7 of our Notes to Financial Statements in this Quarterly Report on Form 10-Q, which information from Note 7 is incorporated by reference into this item.

Item 6.  

            Exhibits


  (a)       Exhibits-

              Exhibit 31.1     Certification pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as
                                     adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

              Exhibit 31.2     Certification pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as
                                     adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

              Exhibit 32.1      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
                                      of the Sarbanes-Oxley Act of 2002.

              Exhibit 32.2      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
                                      of the Sarbanes-Oxley Act of 2002.

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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/ David R. Emery                    
David R. Emery, Chairman, President and
   Chief Executive Officer

              /s/ Mark T. Thies                             
Mark T. Thies, Executive Vice President and
   Chief Financial Officer

Dated: November 14, 2005

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EXHIBIT INDEX

    Exhibit
Number
   
Description

    Exhibit 31.1   Certification pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.

    Exhibit 31.2   Certification pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.

    Exhibit 32.1   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    Exhibit 32.2   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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