UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT NUMBER 1
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 4, 2005
-------------------------------
ENERGY WEST, INCORPORATED
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MONTANA 0-14183 81-0141785
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1 First Avenue South, Great Falls, Montana 59401
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (406) 791-7500
-----------------------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This Current Report on Form 8-K/A amends in its entirety the registrant's Form
8-K filed on March 10, 2005 with respect to Item 4.01 regarding the registrant's
change in certifying accountant.
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Accounting Firm.
(i) Pursuant to its normal review of its outside audit requirements,
the Audit Committee of the Board of Directors of the Company
requested proposals for its independent auditor services.
Pursuant to the award of services to another firm, the Company
dismissed Deloitte & Touche LLP (the "principal accountant") as
its independent accountant on March 4, 2005.
(ii) Except as otherwise disclosed herein, none of the principal
accountant's reports on the consolidated financial statements of
the Company for the Company's two most recent fiscal years
contained an adverse opinion or a disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope, or
accounting principles. In its unqualified opinion dated September
30, 2003, the principal accountant noted that effective July 1,
2002, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 143, Accounting for
Asset Retirement Obligations. In its unqualified opinion dated
December 16, 2004, the principal accountant noted that the
consolidated financial statements for fiscal years 2003 and 2002
had been restated.
(iii)The decision to change independent accountants was approved by
the Audit Committee of the Board of Directors of the Company.
(iv) During the preceding two fiscal years and any subsequent interim
period preceding the dismissal of the principal accountant, the
Company had no disagreements with the principal accountant on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of the principal accountant,
would have caused the principal accountant to make reference to
the subject matter of the disagreements in connection with the
principal accountant's reports.
(v) Except as otherwise disclosed herein, none of the reportable
events listed in paragraphs (a) (1) (v) (A) - (D) of Item 304 of
Regulation S-K occurred during the two most recent fiscal years
and any subsequent interim period preceding the dismissal of the
principal accountant. On September 29, 2004, the Company issued a
press release announcing that the previously issued consolidated
financial statements for the fiscal years ended June 30, 2002 and
June 30, 2003 and the first three quarters of the fiscal year
ended June 30, 2004 should not be relied upon because of errors
in those
2
financial statements and that the Company likely would restate
those financial statements to make the necessary accounting
adjustments. In connection with the Company's audit for fiscal
2004, and after discussions between the Audit Committee and the
principal accountant, the Company corrected its accounting with
regard to certain natural gas agreements following a review which
identified accounting treatment issues with the agreements. In
connection with the Company's audit for fiscal 2004, the
Company's principal accountant advised the Company that it had
identified a material weakness in the Company's internal control
over financial reporting in connection with derivative contracts.
(vi) During fiscal year 2004 and the first part of fiscal year 2005,
the Company implemented changes in the internal control over
financial reporting to address the material weakness. Those
changes involved implementation of procedures respecting the
contracting for gas under natural gas purchase and sale
agreements, including establishing a separation between the
deal-making function and the accounting and contract
administration functions, establishment of record systems and
procedures that require reconciliation of actual performance by
the contracting parties against the prices, quantities and other
material terms specified in the agreements, and redundant
documentation for every agreement regarding its classification
pursuant to SFAS No. 133. The procedures are designed to make
sure that all material obligations entered into on behalf of the
Company or its subsidiaries receive proper review and that those
agreements are enforced and performed according to their terms
and conditions. The procedures are also designed to make sure
that the Company complies with applicable accounting
requirements.
The Company's principal accountant recently advised the Company
of an ongoing material weakness in the Company's technical
ability to properly identify, analyze and record transactions
involving derivative instruments under SFAS No. 133.
(vii) The Company intends to provide its accounting staff with
additional training on the identification and accounting for
derivative instruments, contracts qualifying for the normal
purchase and sales exception under SFAS No. 133, and unusual
financing arrangements. The Company is also considering whether
to retain an independent expert to advise the Company on such
matters on an on-going basis. In addition to these steps, the
Company continues to evaluate how it can further strengthen its
policies and procedures related to identifying and accounting for
derivative instruments.
(viii) The Company has authorized the principal accountant to respond
fully to the inquiries of the new independent accountant, Hein &
Associates LLP, concerning the material weakness and related
restatement of the
3
Company's consolidated financial statements for fiscal years 2002
and 2003 and the first three quarters of fiscal 2004.
(ix) The Company has provided the principal accountant with a copy of
this Form 8-K, as amended, and requested that the principal
accountant furnish the Company with a letter, addressed to the
Securities and Exchange Commission, stating whether or not the
principal accountant agrees with the above statements. A copy of
this letter, dated March 24, 2005, is filed as Exhibit 16.1 to
this Form 8-K, as amended.
(b) Engagement of New Independent Accountants.
(i) On March 4, 2005, the Company engaged Hein & Associates LLP (the
"new independent accountant") to audit the Company's consolidated
financial statements. The new independent accountant was not
consulted on any matter described in Item 304(a)(2) of Regulation
S-K during the Company's two most recent fiscal years and
subsequent interim periods preceding the engagement of the new
independent accountant. Although Hein & Associates LLP was not
consulted on the application of accounting principles in regards
to the derivative accounting related to natural gas contracts,
the Company did engage Hein & Associates LLP as a consultant to
review the work that the Company completed in its internal
analysis of these contracts. The results of the procedures
performed by management, and consulted on by Hein & Associates
LLP, were reported in its Annual Report on Form 10-K for the year
ended June 30, 2004. Hein & Associates LLP did not consult or
advise the Company on any changes to its internal controls
related to the material weakness noted by Deloitte & Touche LLP.
The new independent accountant has reviewed and approved the
content of this report on Form 8-K, as amended.
Item 9.01 Financial Statements and Exhibits.
(c) EXHIBITS. The following exhibit is filed herewith:
16.1 Letter from Deloitte & Touche LLP dated March 24, 2005.
4
SIGNATURE
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 hereunto duly authorized.
ENERGY WEST, INCORPORATED
By: /s/ John C. Allen
--------------------------------------
John C. Allen
Senior Vice President and General
Counsel
Date: March 25, 2005
5
INDEX TO EXHIBITS
Exhibit
Number Description
======= ==============================================================
16.1 Letter from Deloitte & Touche LLP dated March 24, 2005.
