UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File number 0-14183
ENERGY WEST, INCORPORATED
(Exact name of registrant as specified in its charter)
Montana 81-0141785
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 First Avenue South, Great Falls, Montana 59401
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (406)-791-7500
Securities to be registered pursuant to
Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock - Par Value $.15
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.45 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K [ ].
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X].
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 2002: Common Stock, $.15 Par Value - $19,044,030
The number of shares outstanding of the registrant's classes of common stock as
of September 30, 2003: Common Stock, $.15 Par Value - 2,595,250 shares.
Explanatory Note:
The Company hereby amends Item 13 of Part III and Item 15 of Part IV of
its Annual Report on Form 10-K for the fiscal year ended June 30, 2003, which
was filed with the Securities and Exchange Commission on October 9, 2003.
PART III
Item 13. - Certain Relationships and Related Transactions
The information contained under the heading "Certain Transactions" in the
Company's Supplemental Proxy Materials dated October 17, 2003 (filed with the
Securities and Exchange Commission as Definitive Revised Proxy Statement)
supplementing its Proxy Statement for its Annual Meeting of Shareholders dated
October 9, 2003, is incorporated herein by reference in response to this item.
PART IV
Item 15. - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements included in Part II, Item 8 (these items
were filed with the Company's Form 10-K filed on October 9, 2003):
Report of Independent Auditors
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. Financial Statement Schedules included in Item 15(d): Schedule
II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
3. The Exhibits required to be filed by Item 601 of Regulation S-K are
listed under the heading "Exhibit Index," below.
(b) Reports on Form 8-K.
The Company filed a Form 8-K, in response to Items 5 and 7, on June 27,
2003 announcing that it had agreed with Wells Fargo Bank Montana, N.A. on an
extension of its credit facility through July 31, 2003.
The Company filed a Form 8-K, in response to Items 5 and 7, on June 24,
2003 announcing that Wells Fargo Bank Montana, N.A. had extended the maturity
date of its credit facility through June 26, 2003.
The Company filed a Form 8-K, in response to Items 5 and 7, on June 18,
2003 announcing that its subsidiary, Energy West Resources, Inc. ("EWR"), and
PPL Montana, LLC ("PPLM"), agreed to settle their lawsuit pending in the United
States District Court for the District of Montana, for payments by EWR to PPLM
totaling $3.2 million and announcing the suspension of its quarterly dividend,
other actions to strengthen its financial position and the impact of the
settlement with PPLM.
The Company filed a Form 8-K, in response to Items 5 and 7, on June 3,
2003, announcing it agreed with Wells Fargo Bank Montana, N.A., on an extension
of its credit facility through June 23, 2003. The Company also issued a press
release on June 3, 2003 correcting an error in the headline of the June 2, 2003
press release.
The Company filed a Form 8-K, in response to Items 5 and 7, on May 1,
2003, announcing it had agreed with Wells Fargo Bank Montana, N.A., on an
extension of its credit facility through June 2, 2003.
(c) EXHIBITS. The Exhibits required to be filed by Item 601 of Regulation S-K
are listed under the heading "Exhibit Index," below.
(d) SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
ENERGY WEST, INCORPORATED
JUNE 30, 2003
Balance At Charged Write-Offs Balance
Beginning to Costs Net of at End of
Description of Period & Expenses Recoveries Period
- ---------------------------------------------------------------------------------------------
ALLOWANCE FOR
UNCOLLECTIBLE ACCOUNTS
Year Ended June 30, 2001 $ 87,999 $ 169,785 $ (53,214) $ 204,570
Year Ended June 30, 2002 $ 204,570 $ 59,506 $ (109,825) $ 154,251
Year Ended June 30, 2003 $ 154,251 $ 164,499 $ (105,737) $ 213,013
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
Date: October 20, 2003 ENERGY WEST, INCORPORATED
/s/ John C. Allen
By: John C. Allen
Interim President and Chief Executive Officer
EXHIBIT INDEX
3.1 Restated Articles of Incorporation of the Company, as amended to date
(incorporated by reference to Exhibit 3.1 on Form 10-K/A for the fiscal
year ended June 30, 1996, filed with the Commission on July 9, 1997).
3.2 Bylaws of the Company, as amended to date (incorporated by reference to
Exhibit 3.2 on Form 10-K/A for the fiscal year ended June 30, 2002,
filed with the Commission on November 25, 2002).
4.1 Form of Indenture (including form of Note) relating to the Company's
Series 1993 Notes (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-2, File No. 33-62680).
4.2 Loan Agreement, dated as of September 1, 1992, relating to the
Company's Series 1992A and Series 1992B Industrial Development Revenue
Bonds (incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-2, File No. 33-62680).
10.1 Credit Agreement dated September 30, 2003 by and among Energy West,
Incorporated, Various Financial Institutions and LaSalle Bank National
Association (incorporated by reference to Exhibit 10.1 to the Company's
Amendment No. 1 to the Current Report on Form 8-K/A filed with the
Commission on October 9, 2003).
10.2 Delivered Gas Purchase Contract dated February 23, 1997, as amended by
that Letter Amendment Amending Gas Purchase Contract dated March 9,
1982; that Amendment to Delivered Gas Purchase Contract applicable as
of March 20, 1986; that Letter Agreement dated December 18, 1986; that
Letter Agreement dated April 12, 1988; that Letter Agreement dated
April 28, 1992; that Letter Agreement dated March 14, 1996; that Letter
Agreement dated April 15, 1996; a second Letter Agreement dated April
15, 1996; that Letter dated February 18, 1997; and that Letter dated
April 1, 1997, transmitting a Notice of Assignment effective February
26, 1993 (incorporated by reference to Exhibit 10.6 on Form 10-K/A for
the fiscal year ended June 30, 1996, filed with the Commission on July
9, 1997).
10.3 Delivered Gas Purchase Contract dated December 1, 1985, as amended by
that Letter Agreement dated July 1, 1986; that Letter Agreement dated
November 19, 1987; that Letter Agreement dated December 1, 1988; that
Letter Agreement dated July 30, 1992; that Assignment Conveyance and
Bill of Sale effective as of January 1, 1993; that Letter Agreement
dated March 8, 1993; that Letter Agreement dated October 21, 1993; that
Letter Agreement dated October 18, 1994; that Letter Agreement dated
January 30, 1995; that Letter Agreement dated August 30, 1995; that
Letter Agreement dated October 3, 1995; that Letter Agreement dated
October 31, 1995; that Letter Agreement dated December 21, 1995; that
Letter Agreement dated April 25, 1996; that Letter Agreement dated
January 29, 1997; and that Letter dated April 11, 1997 (incorporated by
reference to Exhibit 10.7 on Form 10-K/A for the fiscal year ended June
30, 1996, filed with the Commission on July 9, 1997).
10.4 Natural Gas Sale and Purchase Agreement dated July 20, 1992 between
Shell Canada Limited and the Company, as amended by that Letter
Agreement dated August 23, 1993; that Amending Agreement effective as
of November 1, 1994; and that Schedule A Incorporated Into and Forming
a part of That Natural Gas Sale and Purchase Agreement, effective as of
November 1, 1996 (incorporated by reference to Exhibit 10.8 on Form
10-K/A for the fiscal year ended June 30, 1996, filed with the
Commission on July 9, 1997).
10.5 Employee Stock Ownership Plan Trust Agreement (incorporated by reference
to Exhibit 10.2 to Registration Statement on Form S-1, File No. 33-1672).*
10.6 1992 Stock Option Plan (incorporated by reference to Exhibit 10.10 on
Form 10-K/A for the fiscal year ended June 30, 1996, filed with the
Commission on July 9, 1997).*
10.7 Form of Incentive Stock Option under the 1992 Stock Option Plan
(incorporated by reference to Exhibit 10.11 on Form 10-K/A for the
fiscal year ended June 30, 1996, filed with the Commission on July 9,
1997).*
10.8 Management Incentive Plan (incorporated by reference to Exhibit 10.12
on Form 10-K/A for the fiscal year ended June 30, 1996, filed with the
Commission on July 9, 1997).*
10.9 Energy West Senior Management Incentive Plan (incorporated by reference
to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2002, filed with the Commission on September
30, 2002).*
10.10 Energy West Incorporated Deferred Compensation Plan for Directors
(incorporated by reference to Exhibit 10.20 to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2002, filed with
the Commission on September 30, 2002).*
10.11 Amended and Restated Advisory Agreement, dated October 3, 2003, by and
among Energy West, Incorporated, D.A. Davidson & Co. and DAMG Capital
LLC (incorporated by reference to Exhibit 10.11 to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2003, filed with
the Commission on October 9, 2003).
10.12 Letter Agreement dated June 5, 2003 between DAMG Capital LLC and the
Company (incorporated by reference to Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2003,
filed with the Commission on October 9, 2003).
10.13 Letter Agreement dated June 5, 2003 between D.A. Davidson & Co. and the
Company (incorporated by reference to Exhibit 10.13 to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2003,
filed with the Commission on October 9, 2003).
21.1 Subsidiaries of the Company (incorporated by reference to Exhibit 21.1
to the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2000, filed with the Commission on September 28, 2000).
23.1 Consent of Independent Auditors - Deloitte & Touche LLP (incorporated
by reference to Exhibit 23.1 to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 2003, filed with the Commission
on October 9, 2003).
23.2 Consent of Independent Auditors - Ernst & Young LLP (incorporated by
reference to Exhibit 23.2 to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 2003, filed with the Commission on
October 9, 2003).
31.1 Certification of Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2 Certification of Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1 Certification of Principal Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2 Certification of Principal Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (filed herewith).
* Represents a management contract or a compensatory plan or arrangement.
