Back to GetFilings.com
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, 2003.
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______
Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes______ No X
As of April 30, 2003 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 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Statements of Income -
Three Months Ended March 31, 2003 and 2002 3
Condensed Balance Sheets -
March 31, 2003 and December 31, 2002 4
Condensed Statements of Cash Flows -
Three Months Ended March 31, 2003 and 2002 5
Notes to Condensed Financial Statements 6-10
Item 2. Results of Operations 10-12
Item 4. Controls and Procedures 12-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Certifications 16-19
Exhibit Index 20
BLACK HILLS POWER, INC.
CONDENSED STATEMENTS
OF INCOME
(unaudited)
Three Months Ended
March 31
2003 2002
---- ----
(in thousands)
Operating revenue $43,762 $37,192
-------- -------
Operating expenses:
Fuel and purchased power 14,436 9,088
Operations and maintenance 5,424 5,625
Administrative and general 3,437 1,830
Depreciation and amortization 4,729 4,247
Taxes, other than income taxes 2,084 2,075
-------- -------
30,110 22,865
-------- -------
Operating income 13,652 14,327
-------- -------
Other income (expense):
Interest expense (4,103) (2,765)
Other income 484 147
-------- -------
(3,619) (2,618)
-------- -------
Income before income taxes and
discontinued operations 10,033 11,709
Income taxes (3,334) (3,886)
-------- -------
Income from continuing operations 6,699 7,823
Discontinued operation, net of income
taxes (Note 2) 1,906 4,161
-------- -------
Net income $ 8,605 $11,984
======== =======
The accompanying notes to condensed
financial statements are an integral part of these condensed financial statements.
BLACK HILLS POWER, INC.
CONDENSED BALANCE
SHEETS
(unaudited)
March 31 December 31
2003 2002
---- ----
ASSETS (in thousands)
Current assets:
Cash and cash equivalents $ 809 $ 518
Receivables (net of allowance for doubtful
accounts of $884 and $871, respectively) 16,632 16,391
Receivables - related party 55,950 54,253
Materials, supplies and fuel 9,333 9,743
Deferred income taxes 1,264 5,397
Assets from discontinued operations - 1,008,901
-------- ----------
83,988 1,095,203
-------- ----------
Investments 2,821 2,681
-------- ----------
Property and equipment 619,664 613,926
Less accumulated depreciation (216,429) (211,992)
-------- ----------
403,235 401,934
-------- ----------
Other assets:
Regulatory asset 4,350 4,350
Other 6,249 7,159
-------- ----------
10,599 11,509
-------- ----------
Total $500,643 $1,511,327
======== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt $ 2,546 $ 3,095
Accounts payable 17,094 14,653
Accounts payable - related party 1,417 2,585
Accrued liabilities 17,579 15,575
Liabilities from discontinued operations - 964,759
-------- ----------
38,636 1,000,667
-------- ----------
Long-term debt, net of current maturities 212,034 212,042
-------- ----------
Deferred credits:
Deferred income taxes 54,767 58,539
Regulatory liability 5,216 5,395
Other 17,289 16,456
-------- ----------
77,272 80,390
-------- ----------
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 80,961
Retained earnings 118,341 131,906
Accumulated other comprehensive loss (8,605) (18,055)
-------- ----------
172,701 218,228
-------- ----------
Total $500,643 $1,511,327
======== ==========
The accompanying notes to condensed financial statements are an integral part of these condensed financial statements.
BLACK HILLS POWER, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
March 31
2003 2002
---- ----
(in thousands)
Cash flows from operations $17,527 $ 5,972
------- -------
Investing activities:
Property additions (6,018) (8,845)
Change in notes receivable from
associated companies, net (2,427) 9,817
(Increase) decrease in investments (140) 1,410
-------- -------
(8,585) 2,382
-------- -------
Financing activities
Dividends paid (8,094) (7,749)
Long-term debt - repayments (557) (531)
-------- -------
(8,651) (8,280)
-------- -------
Increase in cash and cash equivalents 291 74
Cash and cash equivalents:
Beginning of period 518 1,079
-------- -------
End of period $ 809 $ 1,153
======== =======
Supplemental disclosure of cash flow
information
Cash paid during the period for:
Interest (net of capitalized
interest of $199 and $458,
respectively) $ 6,386 $ 4,180
Income taxes $ - $ -
Stock dividend distribution to Black
Hills Corporation, the parent company of
Black Hills Power, Inc. (Note 2) $ 45,687 $ -
The accompanying notes to condensed
financial statements are an integral part of these condensed financial statements.
BLACK HILLS POWER, INC.
Notes to Condensed
Financial Statements
(unaudited)
(Reference
is made to Notes to 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 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 2002 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, 2003, December 31, 2002 and March 31, 2002, financial information and are of
a normal recurring nature. The results of operations for the three months ended March 31,
2003, 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, 2003, the Company distributed a non-cash dividend to its
parent company, Black Hills Corporation (Parent). The dividend consisted of 10,000 common
shares of Black Hills Generation, Inc., formerly known as (f/k/a) Black Hills Energy Capital, Inc.,
(Generation), which represents 100 percent ownership of Generation. The Company therefore
no longer operates in the independent power production business. As a result, the Company
no longer has any subsidiaries and operates only in the electric utility business. The
Company’s investment in Generation at the time of the distribution was $45.7 million. |
| |
The disposition was accounted for under the provisions of Statement of Financial Accounting
Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived
Assets” (SFAS 144). Accordingly, results of operations have been classified as
“Discontinued operations, net of income taxes” in the accompanying Condensed
Statements of Income, and prior periods have been restated. For business segment reporting
purposes, Generation’s business results were previously included in the segment
“Independent Power Production”. The assets and liabilities of Generation are
shown in the accompanying Condensed Balance Sheets under the captions “Assets of
discontinued operations” and “Liabilities of discontinued operations.” |
| |
Revenues and net income from the discontinued operations are as follows: |
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
-------------- --------------
(in thousands)
Revenue $ 41,485 $ 29,479
======== ========
Income before income taxes and
change in accounting principle $ 2,833 $ 5,805
Income taxes (927) (2,540)
Change in accounting principle,
net of tax - 896
-------- --------
Net income from discontinued
operations $ 1,906 $ 4,161
======== ========
| |
Assets and liabilities of discontinued operations included on the accompanying Condensed Balance
Sheets are as follows: |
March 31 December 31
2003 2002
---- ----
(in thousands)
Current assets $ - $ 77,213
Non-current assets - 931,688
Current liabilities - (555,100)
Non-current liabilities - (409,659)
------ ---------
Net assets of discontinued
operations (including
accumulated other
comprehensive loss of
$9,440) $ - $ 44,142
====== =========
| |
Certain 2002 amounts in the financial statements have been reclassified to conform to the 2003
presentation. These reclassifications did not have an effect on the Company’s total
stockholder’s equity or net income as previously reported. |
| (4) |
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS |
| |
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143,
“Accounting for Asset Retirement Obligations” (SFAS 143). SFAS 143 requires that
the fair value of a liability for an asset retirement obligation be recognized in the
period in which it is incurred with associated asset retirement costs being capitalized as
part of the carrying amount of the long-lived asset. Over time, the liability is accreted
to its present value each period and the capitalized cost is depreciated over the useful
life of the related asset. Management adopted SFAS 143 effective January 1, 2003 and it
had no impact on the Company’s financial statements. |
| |
The following table presents the components of the Company’s comprehensive income: |
Three Months Ended
March 31
2003 2002
---- ----
(in thousands)
Net income $ 8,605 $11,984
Other comprehensive income (loss):
Fair value adjustment on derivatives
designated as cash flow hedges,
included in Discontinued operations (351) 1,838
------- -------
Comprehensive income
$ 8,254 $13,822
======= =======
| (6) |
RELATED-PARTY TRANSACTIONS |
| |
The Company has accounts receivable balances related to transactions with other Black Hills
Corporation subsidiaries. The balances were $1.0 million and $1.7 million as of March 31,
2003 and December 31, 2002, respectively. |
| |
The Company also has extended a line of credit to its Parent, Black Hills Corporation (the
Parent), which is due on demand. However, the Company has formally agreed that such amounts
will not be demanded until January 1, 2004 or until such time that the Parent has amounts available
to repay the obligation and continue its normal operations through January 1, 2004. Outstanding
advances were $54.9 million at March 31, 2003 and $52.5 million at December 31, 2002. Interest income
received on the note was $0.4 million and $0 for the three month periods ended March 31, 2003 and 2002.
Advances under these notes bear interest at a variable rate that does not exceed prime (4.25 percent at
March 31, 2003) and is receivable monthly. |
| |
Other Balances and Transactions |
| |
In addition to the above transactions, in order to fuel its combustion turbine, the Company
purchased natural gas from Enserco Energy, an indirect subsidiary of the Parent. The amount
purchased during the three month periods ended March 31, 2003 and 2002 was approximately
$1.7 million and $1.2 million, respectively and is included in “Fuel and purchased
power” on the Condensed Statements of Income. The Company also received revenues of
approximately $1.6 million and $0.1 million for the three month periods, respectively,
from Black Hills Wyoming, Inc., an indirect subsidiary of Black Hills Corporation, for the
transmission of electricity. |
| |
In September 2001, a fire, which is known as the Hell Canyon fire, occurred in the
southwestern portion of the Black Hills region of South Dakota. The State of South Dakota
has alleged that the fire occurred when a high voltage electrical span maintained by the
Company broke and electrical arcing from the severed line ignited dry grass. The fire
burned approximately 10,000 acres of land owned by the Black Hills National Forest, the
Oglala Sioux Tribe and other private landowners. The State of South Dakota initiated
litigation against the Company in the Seventh Judicial Circuit Court, Fall River County,
South Dakota, on January 31, 2003. The complaint seeks recovery of damages for alleged
injury to timber, fire suppression and rehabilitation costs. A claim for treble damages is
asserted with respect to the claim for injury to timber. It is expected that the United
States Forest Service will assert substantially similar claims against the Company. The
Company’s investigation into the cause and origin of the fire is still pending. The
total amount of damages claimed by the State of South Dakota is not specified in the
complaint. The Company has denied all claims and will vigorously defend this matter, the
timing or outcome of which is uncertain. |
| |
In June 2002, a forest fire, sometimes referred to as the Grizzly Gulch fire, damaged
approximately 11,000 acres of private and governmental land located near Deadwood and
Lead, South Dakota. The fire destroyed approximately 20 structures and caused the
evacuation of the cities of Lead and Deadwood for approximately 48 hours. |
| |
The cause of the Grizzly Gulch fire was investigated by the State of South Dakota. Contact
between power lines owned by the Company and undergrowth was alleged to be the cause. The
Company has initiated its own investigation into the cause of the fire, including the
hiring of expert fire investigators and that investigation is continuing. |
| |
The State of South Dakota initiated a civil action in the Seventh Judicial Circuit Court,
Pennington County, South Dakota seeking recovery of damages for fire suppression,
reclamation and remediation costs, and treble damages for injury to trees. The United
States government initiated a civil action in U.S. District Court, District of South
Dakota, asserting similar claims. Neither the State of South Dakota nor the United States
specified the amount of their alleged damages. In addition, the Company has been notified
of potential private civil claims for property damage and business loss. The Company has
denied all claims and will vigorously defend this matter. The State of South Dakota has
subsequently joined its claim in the federal action. |
| |
If it is determined that power line contact was the cause of either fire and that the Company
was negligent in the maintenance of those power lines, the Company could be liable for
some or all of the damages related to these claims. Although the Company cannot predict
the outcome or the viability of potential claims with respect to either fire, based on
information currently available, management believes that any such claims, if determined
adversely to the Company, will not have a material adverse effect on the Company’s
financial condition or results of operations. |
| |
The Company is subject to various other legal proceedings, claims and litigation which arise
in the ordinary course of operations. In the opinion of management, the amount of
liability, if any, with respect to these actions would not materially affect the
financial position or results of operations of the Company. |
ITEM 2. RESULTS OF OPERATIONS
Three Months Ended
March 31
2003 2002
---- ----
(in thousands)
Revenue $43,762 $37,192
Operating expense 30,110 22,865
------- -------
Operating income $13,652 $14,327
======= =======
Income from continuing operations $ 6,699 $ 7,823
======= =======
| |
The following table provides certain operating statistics: |
Three Months Ended
March 31
2003 2002
---- ----
(in MWh's)
Firm (system) sales 505,482 505,543
Off-system sales 245,727 161,112
| |
Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002. Revenues
increased 18 percent for the three-month period ended March 31, 2003, compared to the same
period in the prior year. The increase in revenue was primarily due to a 53 percent
increase in off-system electric megawatt-hour sales, and a 43 percent increase in average
prices received. Firm residential and commercial electricity revenues increased 2 percent
and 4 percent, respectively, but were offset by a 9 percent decline in industrial revenues
primarily due to the closing of Homestake Gold Mine and Federal Beef Processors. |
| |
Electric operating expenses increased 32 percent for the three month period ended March 31, 2003,
compared to the same period in the prior year. The increase in operating expenses was
primarily due to an increase in fuel and purchased power costs and an increase in
administrative and general costs. Fuel and purchased power costs increased $5.3 million
due to the increase in off-system electric sales. Administrative and general expenses
increased primarily due to a $0.5 million increase in pension expense and a $0.7 million
increase in salaries. |
| |
Interest expense increased $1.3 million for the three month period primarily due to interest
associated with the $75 million first mortgage bonds issued in August 2002. |
| |
Income from continuing operations decreased $1.1 million primarily due to the increase in fuel
cost and purchased power, interest expense, pension expense and administrative and general
salaries offset by the increase in revenues. |
Forward Looking Statements
| |
Some of the statements in this Form 10-Q include “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
effects on our business resulting from the financial difficulties of other energy
companies, including the effects on liquidity in the energy marketing and power
generation businesses and markets and perceptions of the energy and energy marketing
business; |
| |
|
|
• |
|
the
effects on our business resulting from a lowering of our credit rating (or actions we may
take in response to changing credit ratings criteria), including demands for increased
collateral by our current or new counterparties, refusal by our current or potential
counterparties or customers to enter into transactions with us and our inability to
obtain credit or capital in amounts or on terms favorable to us; |
| |
|
|
• |
|
capital market conditions; |
| |
|
|
• |
|
unanticipated
developments in the western power markets, including unanticipated governmental
intervention, deterioration in the financial condition of counterparties, default on
amounts due from counterparties, adverse changes in current or future litigation, market
disruption and adverse changes in energy and commodity supply, volume and pricing and
interest rates; |
| |
|
|
• |
|
pricing and transportation of commodities; |
| |
|
|
• |
|
population changes and demographic patterns; |
| |
|
|
• |
|
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; |
| |
|
|
• |
|
the
continuing efforts by or on behalf of the State of California to restructure its
long-term power purchase contracts and efforts by regulators and private parties in
several western states to recover refunds for alleged price manipulation; |
| |
|
|
• |
|
changes in and compliance with environmental and safety laws and policies; |
| |
|
|
• |
|
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; |
| |
|
|
• |
|
technological advances by competitors; |
| |
|
|
• |
|
competition for new energy development opportunities; |
| |
|
|
• |
|
the cost and other effects of legal and administrative proceedings that influence our business; |
| |
|
|
• |
|
the effects on our business, including the availability of insurance, resulting from terrorist actions or responses to such
actions; and |
| |
|
|
• |
|
other factors discussed from time to time in our 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 |
| |
Within 90 days prior to the filing date of Form 10-Q, our Chief Executive Officer and Chief
Financial Officer evaluated the effectiveness of our disclosure controls and procedures,
as defined in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934
(Exchange Act). 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 included in our reports filed under the Exchange Act is recorded,
processed, summarized and reported within the required time periods. |
| |
Changes in Internal Controls |
| |
Our Chief Executive Officer and Chief Financial Officer have concluded that there were no
significant changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of their most recent evaluation of such
controls, and that there were no significant deficiencies or material weaknesses in our
internal controls. |
BLACK HILLS POWER, INC.
Part II — Other Information
| Item 1. |
|
Legal
Proceedings |
| |
For information regarding legal proceedings, see Note 11 to the Company’s 2002
Annual Report on Form 10-K and Note 7 of our Notes to Condensed Financial Statements in
this Quarterly Report on Form 10-Q. |
| Item 6. |
|
Exhibits
and Reports on Form 8-K |
| |
Exhibit
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. |
| |
Exhibit
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906of the Sarbanes-Oxley Act
of 2002. |
| |
We filed no reports on Form 8-K during the three month period ended March 31, 2003. |
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/ Daniel P. Landguth
----------------------------
Chairman and
Chief Executive Officer
/s/ Mark T. Thies
----------------------------
Executive Vice President and
Chief Financial Officer
Dated: May 15, 2003
CERTIFICATION
I, Daniel P. Landguth, certify that:
| 1. |
|
I have reviewed this quarterly report on Form 10-Q of Black Hills Power, Inc.; |
| 2. |
|
Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; |
| 3. |
|
Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report; |
| 4. |
|
The registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
| |
|
|
a) |
|
Designed
such disclosure controls and procedures to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this quarterly report is being prepared; |
| |
|
|
b) |
|
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and |
| |
|
|
c) |
|
Presented in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
| 5. |
|
The registrant’s other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant’s auditors and the audit
committee of registrant’s board of directors (or persons performing the
equivalent function): |
| |
|
|
a) |
|
All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the
registrant’s auditors any material weaknesses in internal controls; and |
| |
|
|
b) |
|
Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal controls; and |
| 6. |
|
The registrant’s other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses. |
Date: May 15, 2003
/s/ Daniel P. Landguth
------------------------
Chairman and
Chief Executive Officer
CERTIFICATION
I, Mark T. Thies, certify that:
| 1. |
|
I
have reviewed this quarterly report on Form 10-Q of Black Hills Power, Inc.; |
| 2. |
|
Based
on my knowledge, this quarterly report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly report; |
| 3. |
|
Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report; |
| 4. |
|
The
registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
| |
|
|
a. |
|
Designed
such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this quarterly report is being prepared; |
| |
|
|
b. |
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
as of a date within 90 days prior to the filing date of this quarterly report
(the “Evaluation Date”); and |
| |
|
|
c. |
|
Presented
in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date; |
| 5. |
|
The
registrant’s other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the
equivalent function): |
| |
|
|
a. |
|
All
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the
registrant’s auditors any material weaknesses in internal controls; and |
| |
|
|
b. |
|
Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal controls; and |
| 6. |
|
The
registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses. |
Date: May 15, 2003
/s/ Mark T. Thies
----------------------------
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
Exhibit 99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.