BLACK HILLS CORP
10-Q/A, 1999-05-14
ELECTRIC SERVICES
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                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10Q-A

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

     For the quarterly period ended March 31, 1998.

                                       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

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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the last practicable date.
 
          Class                                   Outstanding at April 30, 1998

Common stock, $1.00 par value                             21,711,598  shares


<PAGE>



                             BLACK HILLS CORPORATION

                                    I N D E X
                                                                           Page
                                                                          Number

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets-                                       4-5
           March 31, 1998, December 31, 1997
           and March 31, 1997

         Consolidated Statements of Income-                                   6
           Three and Twelve Months
           Ended March 31, 1998 and 1997

         Consolidated Statements of Cash Flows-                               7
           Three and Twelve Months
           Ended March 31, 1998 and 1997

         Notes to Consolidated Financial Statements                        8-10

Item 2.  Management's Discussion and Analysis of                          11-13
           Financial Position and Results of Operations


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   14

Item 6.  Exhibits and Reports on Form 8-K                                    14

Signatures                                                                   15


                                TEXT OF AMENDMENT

Explanatory Note:

Each of the above  listed  Items is hereby  amended by deleting  the Item in its
entirety and replacing it with the Items attached hereto and filed herewith.

The  purpose of this  amendment  is to amend the  Company's  10-Q for the period
ended March 31, 1998, (the "Original  Filing") to reflect changes resulting from
the  Company  filing  its Form 10-K,  for the period  ended  December  31,  1998
originally  filed on March 9, 1999 which restated its 1998 historical  financial
statements.  In the fourth quarter of 1998, Enserco Energy,  Inc. reacquired the
shares not owned by the Company resulting in 100% ownership by the Company.  The
Company's  results of  operations  and  financial  position for the periods from
January 1, 1998 to the time the Company acquired  majority  ownership in Enserco
Energy,  Inc. have been restated to reflect the consolidation of Enserco Energy.
Enserco  Energy's  1997  results  were  recorded  using  the  equity  method  of
accounting.  Net  income  for the 1998 and 1997  periods  did not  significantly
change.

Any item in the Original  Filing not  expressly  changed  hereby shall be as set
forth in the Original  Filing.  All information  contained in this amendment and
the Original Filing is subject to updating and  supplementing as provided in the
Company's  periodic  reports  filed with the SEC  subsequent to the date of such
reports.



<PAGE>


                             BLACK HILLS CORPORATION

                           Consolidated Balance Sheets


                                Unaudited                    Unaudited
                                 March 31     December 31     March 31
                                    1998         1997           1997     
                                ------------- ------------  -------------
                                             (in thousands) 

Assets

Current assets:
  Cash and cash equivalents ...   $  22,433    $  16,774    $  17,831
  Securities available for sale      19,313       13,969       15,270
  Receivables, net
    Customers .................      65,204       39,639       12,603
    Other .....................       3,269        3,414        2,362
  Materials, supplies, and fuel       8,409        8,642        7,895
  Prepaid expenses ............       2,021        1,571        1,585
                                  ---------    ---------    ---------
                                    120,649       84,009       57,546
                                  ---------    ---------    ---------

Property and investments:
  Electric ....................     489,036      487,424      480,158
  Coal mining .................      53,039       52,804       53,388
  Oil and gas .................      53,043       52,412       46,344
  Other .......................       5,218        5,666        4,549
                                  ---------    ---------    ---------
                                    600,336      598,306      584,439

Less accumulated depreciation
 and depletion ................    (202,520)    (197,179)    (186,182)
                                  ---------    ---------    ---------

  Net property and  investments     397,816      401,127      398,257
                                  ---------    ---------    ---------

Other assets:
  Federal income taxes ........       8,020        8,061        8,013
  Regulatory asset ............       3,926        3,776        3,326
  Other .......................      11,845       11,768        4,813
                                  ---------    ---------    ---------
                                     23,791       23,605       16,152
                                  ---------    ---------    ---------

     Total ....................   $ 542,256    $ 508,741    $ 471,955
                                  =========    =========    =========

See  accompanying  notes  to  consolidated  financial statements.

<PAGE>


                             BLACK HILLS CORPORATION

                           Consolidated Balance Sheets

                                       Unaudited                  Unaudited
                                        March 31    December 31    March 31
                                          1998          1997         1997     
                                      ------------- ------------ -------------
                                                  (in thousands) 

Liabilities and Capitalization

Current liabilities:
   Current maturities of long-term debt   $  1,330   $  1,331   $  1,310
   Notes payable ......................         12         23         23
   Accounts payable ...................     59,893     32,622      5,207
   Accrued liabilities-
     Taxes ............................     13,220      8,040     12,725
     Interest .........................      3,131      3,991      2,996
     Other ............................      6,340      7,800      6,206
                                          --------   --------   --------
                                            83,926     53,807     28,467
                                          --------   --------   --------

Deferred credits:
   Federal income taxes ...............     53,605     53,010     49,254
   Investment tax credits .............      3,889      4,014      4,390
   Reclamation costs ..................     16,840     16,664     16,446
   Regulatory liability ...............      6,028      6,152      6,568
   Other ..............................      6,480      6,331      5,897
                                          --------   --------   --------
                                            86,842     86,171     82,555
                                          --------   --------   --------

Capitalization:
   Common stock equity-
     Common stock .....................     21,712     21,705     14,457
     Additional paid-in
      capital .........................     40,143     39,995     46,973
     Retained earnings ................    146,799    143,703    135,339
                                          --------   --------   --------
   Total common stock equity ..........    208,654    205,403    196,769
   Long-term debt .....................    162,834    163,360    164,164
                                          --------   --------   --------
                                           371,488    368,763    360,933
                                          --------   --------   --------

        Total .........................   $542,256   $508,741   $471,955
                                          ========   ========   ========


     See accompanying notes to consolidated financial statements.

<PAGE>


                             BLACK HILLS CORPORATION
                        Consolidated Statements of Income
                                   (unaudited)

<TABLE>
<CAPTION>

                                                       Three Months             Twelve Months
                                                         March 31                  March 31
                                                     1998        1997          1998        1997
                                                  ---------    ---------    ---------    ---------
                                                     (in  thousands,  except  per share amounts)

<S>                                               <C>          <C>          <C>          <C>    
Operating revenues:
  Electric ....................................   $  31,990    $  32,034    $ 126,452    $ 120,447
  Coal mining .................................       7,924        8,125       30,878       31,372
  Oil and gas .................................       3,186        3,719       12,762       13,543
  Energy marketing ............................     110,737         --        253,528         --
                                                  ---------    ---------    ---------    ---------
                                                    153,837       43,878      423,620      165,362
                                                  ---------    ---------    ---------    ---------
Operating expenses:
  Fuel and purchased power ....................     118,229        9,466      286,072       34,846
  Operations and maintenance ..................       8,244        7,431       32,423       30,432
  Administrative and general ..................       3,110        2,476       12,662        8,872
  Depreciation, depletion, and amortization ...       6,145        5,579       22,857       22,967
  Taxes, other than income taxes ..............       3,234        3,298       11,922       12,599
                                                  ---------    ---------    ---------    ---------
                                                    138,962       28,250      365,936      109,716
                                                  ---------    ---------    ---------    ---------
Operating income (loss):
  Electric ....................................      12,315       11,208       45,718       39,711
  Coal mining .................................       3,197        3,430       11,984       12,359
  Oil and gas .................................         272        1,068        2,110        3,761
  Energy marketing and others .................        (909)         (78)      (2,128)        (185)
                                                  ---------    ---------    ---------    ---------
                                                     14,875       15,628       57,684       55,646
                                                  ---------    ---------    ---------    ---------
Other income and  (expense):
  Interest expense ............................      (3,624)      (3,479)     (14,268)     (13,954)
  Investment income ...........................         604          369        2,371        1,507
  Allowance for funds used  during construction          29           65          151          299
  Other, net ..................................         353         (106)         505        1,220
                                                  ---------    ---------    ---------    ---------
                                                     (2,638)      (3,151)     (11,241)     (10,928)
                                                  ---------    ---------    ---------    ---------

Income before income taxes ....................      12,237       12,477       46,443       44,718
Income taxes ..................................      (3,693)      (3,891)     (14,127)     (13,880)
                                                  ---------    ---------    ---------    ---------
  Net income available for common stock .......   $   8,544    $   8,586    $  32,316    $  30,838
                                                  =========    =========    =========    =========

Earnings per share - basic and diluted ........   $    0.39    $    0.40    $    1.49    $    1.42
                                                  =========    =========    =========    =========
Weighted average common  shares outstanding ...      21,712       21,681       21,699       21,669
                                                  =========    =========    =========    =========
Dividends paid per  share of common stock .....   $    0.25    $    0.24    $    0.96    $    0.93
                                                  =========    =========    =========    =========
</TABLE>

See  accompanying  notes  to  consolidated  financial statements.

<PAGE>


                             BLACK HILLS CORPORATION
                      Consolidated Statements of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                         Three Months          Twelve Months
                                                                           March 31               March 31
                                                                      1998        1997         1998        1997
                                                                    --------    --------    --------    --------
                                                                                   (in thousands)
<S>                                                                 <C>         <C>         <C>         <C>    

Operating activities:
  Net Income ....................................................   $  8,544    $  8,586    $ 32,316    $ 30,838
  Principal non-cash items-
   Depreciation, depletion, and amortization ....................      6,145       5,579      22,857      22,967
   Deferred income taxes and investment tax credits .............        245         583       1,881       1,632
   Allowance for other funds
    used during construction ....................................        (18)        (36)        (81)       (151)
   (Increase) decrease in receivables,
    inventories, and other current assets .......................    (25,637)      1,754     (54,458)      2,210
   Increase (decrease) in other current liabilities .............     30,131         696      55,450       2,140
   Other, net ...................................................        442        (179)      1,261       2,041
                                                                    --------    --------    --------    --------
                                                                      19,852      16,983      59,226      61,677
                                                                    --------    --------    --------    --------
Investing activities:
  Available for sale securities sold ............................      3,880       2,341      19,789      35,518
  Property additions, excluding allowance
   for other funds used during construction .....................     (3,018)     (2,816)    (21,597)    (24,605)
  Available for sale securities purchased .......................     (9,224)     (6,153)    (23,832)    (37,323)
  Energy marketing assets .......................................       --          --        (7,232)       --
                                                                    --------    --------    --------    --------
                                                                      (8,362)     (6,628)    (32,872)    (26,410)
                                                                    --------    --------    --------    --------
Financing activities:
  Dividends paid ................................................     (5,448)     (5,132)    (20,856)    (20,083)
  Common stock issued ...........................................        155         139         425         470
  Net short-term borrowings .....................................        (11)       (120)        (11)       (900)
  Long-term debt issued .........................................       --          --          --          --
  Long-term debt payments .......................................       (527)       (751)     (1,310)     (1,313)
                                                                    --------    --------    --------    --------
                                                                      (5,831)     (5,864)    (21,752)    (21,826)
                                                                    --------    --------    --------    --------
  Increase (decrease) in
   cash and cash  equivalents ...................................      5,659       4,491       4,602      13,441

Cash and cash equivalents:
  Beginning of period ...........................................     16,774      13,340      17,831       4,390
                                                                    --------    --------    --------    --------
  End of period .................................................   $ 22,433    $ 17,831    $ 22,433    $ 17,831
                                                                    ========    ========    ========    ========

Supplemental  disclosure  of cash flow  information
  Cash paid during the period for:
     Interest ...................................................   $ 4,593     $ 4,518    $ 14,133     $ 13,968
     Income taxes ...............................................   $ 2,000     $  --      $ 13,840     $ 12,016
  Assumption of Clovis Point reclamation liability ..............   $     -     $  --      $   --       $  7,957
</TABLE>

See  accompanying  notes  to  consolidated  financial statements 

<PAGE>


                             BLACK HILLS CORPORATION

                   Notes to Consolidated Financial Statements
        (Reference is made to Notes to Consolidated Financial Statements
             included in the Company's Annual Report and Form 10-K)

(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.   These  financial
statements  should be read in conjunction with the financial  statements and the
notes  thereto,  included in the Company's 1997 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, 1998,  December 31, 1997 and
March 31, 1997, financial  information and are of a normal recurring nature. The
results of operations  for the three and twelve months ended March 31, 1998, are
not necessarily indicative of the results to be expected for the full year.

(2)     Capital Stock

        In January, 1998, the Board of Directors declared a 3-for-2 Common Stock
Split  effected in the form of a stock  dividend.  The stock  dividend  was paid
March 10, 1998 to  shareholders of record on February 13, 1998. The common stock
share and per  share  information  in the  accompanying  consolidated  financial
statements and notes have been restated to reflect the stock distribution.


<PAGE>


(3)     Net Income Per Share

        The Company  adopted the  Financial  Accounting  Standards  Board (FASB)
Statement No. 128 "Earnings Per Share" in 1997 which  requires the  presentation
of basic and diluted earnings per share. Basic earnings per share is computed by
dividing net income  available to common  shareholders  by the weighted  average
number of common shares outstanding during each year. Diluted earnings per share
is computed  under the treasury  stock method and is  calculated  to compute the
dilutive effect of outstanding stock options.  A reconciliation of these amounts
is as follows (in thousands, except per share amounts):

                                         Three MonthsEnded  Twelve Months Ended
                                              March 31            March  31
                                           1998      1997      1998      1997  
                                           ----      ----      ----      ----

Net Income ............................   $ 8,544   $ 8,586   $32,316   $30,838
                                          =======   =======   =======   =======

Weighted average common shares outstanding:
         Basic ........................    21,712    21,681    21,699    21,669
         Dilutive effect of option plan .      24         7        16         4
                                          -------   -------   -------   -------
         Diluted ......................    21,736    21,688    21,715    21,673
                                          =======   =======   =======   =======

Earnings per share (Basic and Diluted):.. $  0.39   $  0.40   $  1.49   $  1.42
                                          =======   =======   =======   =======


(4)      Comprehensive Income

         The Company  adopted FASB Statement No. 130,  "Reporting  Comprehensive
Income",  effective January 1, 1998. Statement No. 130 establishes standards for
reporting and display of comprehensive  earnings and its components in financial
statements;  however,  the  adoption  of this  Statement  had no  impact  on the
Company's  net  earnings or  shareholders'  equity.  Statement  No. 130 requires
minimum  pension  liability  adjustments,  unrealized  gains  or  losses  on the
Company's   available-for-sale   securities  and  foreign  currency  translation
adjustments,  which prior to adoption were reported  separately in shareholders'
equity, to be included in other comprehensive  earnings.  There were no material
differences  between net  earnings  and  comprehensive  earnings for any periods
presented on the accompanying financial statements.


(5)      Accounting Pronouncements

         The FASB has issued two  accounting  pronouncements  which the  Company
will adopt in the fourth quarter of 1998.  FASB  Statement No. 131  "Disclosures
about  Segments  of an  Enterprise  and  Related  Information"  requires  that a
publicly-held  company report  financial and descriptive  information  about its
operating  segments in financial  statements  issued to shareholders for interim
and annual  periods.  The Statement also required  additional  disclosures  with
respect to products  and  services,  geographic  areas of  operation,  and major
customers.  The Company has historically  presented  segment  information in the
consolidated  financial statements and related notes and as such does not expect
adoption  of the  disclosures  requirements  of this  pronouncement  will have a
material impact on its financial statements.
<PAGE>


         FASB Statement No. 132 "Employers' Disclosures about Pensions and Other
Postretirement  Benefits - an amendment of FASB  Statements No. 87, 88, and 106"
requires  revised  disclosures  about pension and other  postretirement  benefit
plans. The Company does not expect that adoption of the disclosure  requirements
of this pronouncement will have a material impact on its financial statements.

         In March,  1998, the American  Institute of Certified  Public  Accounts
issued  Statement of Position  98-1 ("SOP 98-1"),  "Accounting  for the Costs of
Computer  Software  Developed or Obtained for  Internal  Use." The  Statement is
effective  for  fiscal  years  beginning   after  December  15,  1998.   Earlier
application is encouraged in fiscal years for which annual financial  statements
have not been issued.  The statement  defines  which costs of computer  software
developed  or obtained for internal use are capital and which costs are expense.
The Company has not yet determined  when they will adopt the new Statement.  The
effect of adoption is not expected to materially affect the Company's  financial
position or result operations.

(6)      Restatement of Financial Statements

         In the fourth  quarter of 1998,  Enserco  Energy,  Inc.  reacquired the
shares not owned by the Company resulting in 100% ownership by the Company.  The
Company's  results of  operations  and  financial  position for the periods from
January 1, 1998 to the time the Company acquired  majority  ownership in Enserco
Energy,  Inc. have been restated to reflect the consolidation of Enserco Energy.
Enserco  Energy's  1997  results  were  recorded  using  the  equity  method  of
accounting.  Net  income  for the 1998 and 1997  periods  did not  significantly
change.


(7)      Reclassifications

         Certain 1998 and 1997  amounts in the  financial  statements  have been
reclassified  to conform to the 1998  presentation  in the Company's  Form 10-K.
These  reclassifications  did  not  have a  material  effect  on  the  Company's
stockholders' investment or results of operations.



<PAGE>


           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 that 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 $12,000,000,  which
provide for  interim  borrowings  and the  opportunity  for timing of  permanent
financing.  The Company had no balances  outstanding under these lines of credit
on March 31, 1998.  There are no compensating  balance  requirements  associated
with these lines of credit.

        In addition to the above lines of credit,  Black Hills Energy Resources,
Inc. has an  uncommitted  demand  credit  facility  for up to $65 million.  This
facility allows $50 million for a  transactional  line of credit and $15 million
overdraft  line of credit.  This  facility  is used to support  the  issuance of
letters  of  credit.  At March  31,  1998,  Black  Hills  Energy  Resources  has
approximately $28 million of outstanding letters of credit.

        In addition to the above lines of credit,  Wyodak Resources  Development
Corp. has guaranteed a $15,000,000  line of credit for Enserco  Energy,  Inc. to
use to guarantee  letters of credit.  At March 31, 1998,  there were no balances
outstanding on this line of credit.


Results of Operations

     Black Hills  Corporation is an energy company  consisting of four principal
businesses:  electric,  coal mining,  oil and gas production,  and crude oil and
natural gas marketing.

     Consolidated  net  income was  $8,544,000  for the three  months  ended and
$32,316,000  for the twelve  months  ended March 31, 1998,  representing  stable
earnings  and an increase of 5 percent,  respectively.  The increase in earnings
for the twelve months ended March 31, 1998 was primarily due to increased  sales
volumes for the  electric  operations,  resulting  from sales to  Montana-Dakota
Utilities,  Sheridan,  Wyoming load, which commenced January 1, 1997,  partially
offset by lower oil and gas  commodity  prices,  mild  weather  and weak  market
conditions in the areas served by the energy marketing  companies.  Consolidated
revenues and fuel and purchased power expense increased for the three and twelve
months ended March 31, 1998  primarily  due to oil and natural gas purchases and
sales from the energy marketing operations.

<PAGE>

        Consolidated  revenue and income from continuing  operations provided by
the four businesses as a percentage of the total were as follows:

                 Three Months Ended  Twelve Months Ended
                      March 31           March  31
                    1998     1997      1998     1997
                    ----     ----      ----     ----
Revenues
- --------

Electric ........     21%      73%      30%      73%
Coal mining .....      5       19        7       19
Oil and gas .....      2        8        3        8
Energy marketing      72       --       60       --
                    ----     ----     ----     ----
                     100%     100%     100%     100%
Net Income/(Loss)
- -----------------

Electric ........     75%      64%      71%      61%
Coal mining .....     28       29       28       31
Oil and gas .....      2        8        5        9
Energy marketing
  and Other .....     (5)      (1)      (4)      (1)
                    ----     ----     ----     ----
                     100%     100%     100%     100%

     Capital  expenditures  and  depreciation,  depletion,  and  amortization by
business segment were as follows (in thousands):

                          Three Months Ended  Twelve Months Ended
                               March 31            March  31
                           1998        1997      1998      1997
                           ----        ----      ----      ----
Capital Expenditures
- --------------------
(includes AFDC)

Electric ...............   $ 2,162    $ 1,490   $13,254   $13,251
Coal mining ............       245        205     1,546     1,988
Oil and gas ............       630      1,126     6,699     9,439
Energy marketing .......      --         --       7,232      --
Other ..................        (1)        31       179        78
                           -------    -------   -------   -------
                           $ 3,036    $ 2,852   $28,910   $24,756
                           =======    =======   =======   =======

Depreciation, Depletion,
  and Amortization
- ------------------------

Electric ...............   $ 3,797    $ 3,821   $14,584   $16,220
Coal mining ............       855        761     3,282     3,079
Oil and gas ............     1,342        997     4,606     3,668
Energy marketing .......       151       --         385      --
                           -------    -------   -------   ------- 
                           $ 6,145    $ 5,579   $22,857   $22,967
                           =======    =======   =======   =======

<PAGE>

Electric Operations

        Electric  revenue were stable and  increased 5% for the three and twelve
month periods ending March 31, 1998. Firm kilowatthour sales decreased 4 percent
for  the  three  month   period  due  to  milder   weather  and  the   Homestake
reorganization,  and increased 8 percent for twelve month periods due to serving
the Montana-Dakota Utilities,  Sheridan, Wyoming Load beginning January 1, 1997.
In January the Company's  third largest  electric  customer (5.6 percent of 1997
electric revenues),  Homestake Mining Company, implemented a reorganization plan
which included a temporary shutdown of its gold mine. The mine reopened in April
1998 with a reduced workforce.  In addition, our low-cost generation allowed the
Company to  recapture  a portion of the margin loss from  Homestake  in the spot
energy market.

        Electric expenses decreased 8% and increased 3% for the three and twelve
months  ended  March  31,  1998 due to  continued  cost  containment  and  lower
purchased power and fuel costs. For the twelve months ended March 31, 1998, such
cost  containment  and lower  purchased  power and fuel costs  partially  offset
additional cost associated with serving the Sheridan, Wyoming load.


Mining Operations

        Mining  earnings  decreased  2% and 7% for the  three and  twelve  month
periods ending March 31, 1998.  Earnings decreased $658,000 for the twelve month
period  primarily as a result of a gain from the sale and retirement of property
recognized in the fourth quarter of 1996. Tons of coal sold were relatively flat
compared to the prior year.

Oil and Gas Production Operations

        Oil and gas earnings decreased $546,000 and $1,128,000 for the three and
twelve month periods primarily as a result of decreased  commodity  prices.  Oil
and natural gas prices decreased 33 percent and 28 percent, respectively for the
three month period and decreased 21 percent and 4 percent,  respectively for the
twelve month period ended March 31, 1998.  Production  increased 7 percent and 2
percent for the three and twelve month periods, respectively.

Energy Marketing Operations

        Energy marketing  revenues and related fuel and purchased power expenses
represents  the crude oil and  natural  gas  purchases  and sales of Black Hills
Energy Resources,  Inc. which was acquired on July 25, 1997, and Enserco Energy,
Inc.  (the energy  marketing  companies).  Crude oil and  natural gas  wholesale
marketing operations are high-volume, low margin operations. Mild weather in the
East Coast and Midwest markets served and high storage levels through the winter
depressed  margins for the  periods.  The energy  marketing  companies  marketed
435,700  mmbtus and 14,900  barrels  of oil per day for the three  month  period
ended March 31, 1998 and Black Hills Energy  Resources  marketed  258,900 mmbtus
and 13,400 barrels of oil per day since the Company  acquired the assets in July
1997.


<PAGE>


                             BLACK HILLS CORPORATION

                           Part II - Other Information


Item 1.       Legal Proceedings

                  There  are no  legal  proceedings  to be  reported  on for the
               quarter ending March 31, 1998.




Item 6.       Exhibits and Reports on Form 8-K

              a.       Exhibits

                       None

              b.       Reports on Form 8-K

                       None



<PAGE>


                             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/ Roxann R. Basham                      
                               ------------------------------------------
                               Roxann R. Basham, Vice President - Finance
                               (Principal Financial Officer)


                               /s/ Mark T. Thies                         
                               ------------------------------------------
                               Mark T. Thies, Controller
                               (Principal Accounting Officer)


Dated:   May 13, 1999



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<ARTICLE>                                          UT
       
<S>                                                         <C>
<PERIOD-TYPE>                                                       3-MOS
<FISCAL-YEAR-END>                                             DEC-31-1998
<PERIOD-END>                                                  MAR-31-1998
<BOOK-VALUE>                                                     PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                                     333,132,000
<OTHER-PROPERTY-AND-INVEST>                                    64,684,000
<TOTAL-CURRENT-ASSETS>                                        120,649,000
<TOTAL-DEFERRED-CHARGES>                                       23,791,000
<OTHER-ASSETS>                                                          0
<TOTAL-ASSETS>                                                542,256,000
<COMMON>                                                       21,712,000
<CAPITAL-SURPLUS-PAID-IN>                                      40,143,000
<RETAINED-EARNINGS>                                           146,799,000
<TOTAL-COMMON-STOCKHOLDERS-EQ>                                208,654,000
                                                   0
                                                             0
<LONG-TERM-DEBT-NET>                                          162,834,000
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<COMMERCIAL-PAPER-OBLIGATIONS>                                          0
<LONG-TERM-DEBT-CURRENT-PORT>                                   1,330,000
                                               0
<CAPITAL-LEASE-OBLIGATIONS>                                             0
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<OTHER-ITEMS-CAPITAL-AND-LIAB>                                169,426,000
<TOT-CAPITALIZATION-AND-LIAB>                                 542,256,000
<GROSS-OPERATING-REVENUE>                                     153,837,000
<INCOME-TAX-EXPENSE>                                            3,693,000
<OTHER-OPERATING-EXPENSES>                                    138,962,000
<TOTAL-OPERATING-EXPENSES>                                    142,655,000
<OPERATING-INCOME-LOSS>                                        11,182,000
<OTHER-INCOME-NET>                                                986,000
<INCOME-BEFORE-INTEREST-EXPEN>                                 12,168,000
<TOTAL-INTEREST-EXPENSE>                                        3,624,000
<NET-INCOME>                                                    8,544,000
                                             0
<EARNINGS-AVAILABLE-FOR-COMM>                                   8,544,000
<COMMON-STOCK-DIVIDENDS>                                        5,448,000
<TOTAL-INTEREST-ON-BONDS>                                       3,326,000
<CASH-FLOW-OPERATIONS>                                         19,852,000
<EPS-PRIMARY>                                                        0.39
<EPS-DILUTED>                                                        0.39
        


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