THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d) OF REGULATION S-T FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Quarterly Report under section 13 or 15(d) of the Securities Exchange Act of 1934 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1996 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, Mt. 59401 (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code (406)-791-7500 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 latest practicable date. Class Outstanding at December 31, 1996 (Common stock, $.15 par value) 2,357,034 ENERGY WEST INCORPORATED INDEX TO FORM 10-Q Page No. Part I - Financial Information Item 1 - Financial Statements Condensed consolidated balance sheets as of December 31, 1996 and June 30, 1996 1 Condensed consolidated statements of income - three months and six months ended December 31, 1996 and 1995 2 Condensed consolidated statements of cash flows - six months ended December 31, 1996 and 1995 3 Notes to Condensed Consolidated Financial Statements 4-8 Item 2 - Management's discussion and analysis of financial condition and results of operations 9-14 Part II Other Information Item 1 - Legal Proceedings 15 Item 2 - Changes in Securities 15 Item 3 - Defaults upon Senior Securities 15 Item 4 - Submission of Matters to a Vote of Security Holders 15 Item 5 - Other Information 15 Item 6 - Reports on Form 8-K 15 Signatures *********************************************************************** NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 30, 1996 Note 1 - Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended December 31, 1996 are not necessarily indicative of the results that may be expected for the year ended June 30, 1997 due to seasonal factors affecting gas utility, construction and other operations. For further information, refer to the consolidated financial statements and footnotes thereto included in the Energy West Incorporated (the Company) annual report on Form 10-K for the year ended June 30, 1996. *********************************************************************** Note 2 - Earnings Per Common and Common Equivalent Share Earnings per common share are computed based on the weighted average number of common shares issued and outstanding and common stock equivalents, if dilutive. *********************************************************************** Note 3 - Principle Accounting Policies In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 121, "Accounting for the Impairment of Long--Lived Assets and for Long- Lived Assets to be Disposed Of, " effective for financial statements for fiscal years beginning after December 15, 1995. SFAS No. 121 requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and long-lived assets and certain identifiable intangibles to be disposed of be reported at the lower of carrying amount or fair value less cost to sell. SFAS No. 121 also established the procedures for review of recoverability, and measurement of impairment if necessary, of long-lived assets and certain identifiable intangibles to be held and used by an entity. The financial effect of adopting the new standard are not expected to be material to the Company's financial position or operations. SFAS No. 123, Accounting for Stock-Based Compensation, was issued in October 1995. This standard addresses the timing and measurement of stock-based compensation expense. The Company has elected to retain the approach of Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock Issued to Employees (the intrinsic value method), for recognizing stock-based expense in the consolidated financial statements. The Company will adopt SFAS No. 123 effective with the year ended June 30, 1997, with respect to the disclosure requirements set forth therein for companies retaining the intrinsic value approach of APB No. 25. *********************************************************************** Note 4 - Gain on Sale of Assets On June 28, 1996, one of the Company's nonregulated subsidiaries sold real property, consisting of land and office and warehouse buildings, for $525,000 in cash. Concurrent with the sale, the Company leased the property back for a period of ten years at an annual rental of $51,975. The initial ten-year term of the lease is extended for two successive five-year periods unless the Company provides at least six months notice prior to the end of either the initial term or the first successive five-year term. *********************************************************************** Note 5 - Financial Instruments and Risk Management During 1996, the Company was a party to gas financial swap agreements for its regulated operations. Under these agreements, the Company is required to pay the counter party (an entity making a market in gas futures) a cash settlement equal to the excess of the stated index price over an agreed upon fixed price for gas purchases. The Company receives cash from the counter party when the stated index price falls below the fixed price. These swap agreements are made to minimize exposure to gas price fluctuations. Any cash settlements or receipts are included in gas purchased. At June 30, 1996, the Company had one swap agreement in place to hedge 5,000 MMBTU of its daily gas purchases through October 31, 1996. Beginning on September 1, 1996, the Company is a party to two gas swap agreements, for its nonregulated operations, to hedge 4,400 MMBTU of its daily gas purchases. This contract represents approximately 92% of the supply required for the Company's customers who have selected fixed price service. The hedges were made to minimize the Company's exposure to price fluctuations and to secure a known margin for the purchase and resale of gas in marketing activities. Beginning on January 1, 1997, the Company has hedged 100% of the Liquid Natural Gas feedstock required for the load of the West Yellowstone Gas operation. *********************************************************************** Note 6 - Income Taxes Under the liability method prescribed by SFAS No. 109, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. At December 31, 1996, components of the Company's deferred tax assets and deferred tax liabilities are as follows: Deferred tax assets: Allowance for doubtful accounts.............................. $44,124 Unamortized Investment Tax Credit............................ 162,343 Contributions in Aid of Construction......................... 134,722 Other nondeductible accruals................................. 164,041 ------- Total deferred tax assets................................. 505,230 ------- Deferred tax liabilities: Customer refunds payable..................................... 713,061 Property, Plant and Equipment.............................. 2,983,923 Unamortized Debt Issue Costs................................. 194,539 Covenant Not to Compete....................................... 86,920 --------- Total deferred tax liabilities.......................... 3,978,443 ---------- Net deferred tax liability.................................. $3,473,213 ========== Income tax expense consists of the following: Current income taxes (benefits): Federal................................................... ($256,415) State....................................................... (39,259) ---------- Total current income taxes (benefits)......................... (295,674) ---------- Deferred income taxes (benefits): Excess tax depreciation.................................... 138,939 Excess tax (book) amortization............................... (9,217) Recoverable cost of gas purchases.......................... 313,806 Regulated Assets.............................................. 1,056 Other........................................................ (8,427) -------- Total deferred income taxes................................... 436,157 Investment tax credit, net..................................... (10,531) -------- Total income taxes (benefits)................................. $129,952 ========= Income tax expense from operations differs from the amount computed by applying the federal statutory rate to pre-tax income for the following reasons: Tax expense (benefit) at statutory rates - 34%................ $140,087 State income taxes (benefit), net of federal income taxes....... (1,654) Amortization of deferred investment tax credits................ (10,531) Other............................................................ 2,050 -------- Total income taxes (benefits)................................. $129,952 ========= *********************************************************************** Note 7 - Commitments and Contingencies Commitments The Company has entered into long-term, take or pay natural gas supply contracts which expire beginning in 1997 and ending in 2005. The contracts generally require the Company to purchase specified minimum volumes of natural gas at a fixed price which is subject to renegotiating every two years. Current prices per Mcf for these contracts range from $1.17 to $1.85. Based on current prices, the minimum take or pay obligation at December 31, 1996 for each of the next five years and in total is as follows: Fiscal Year 1997 $1,725,000 1998 1,725,000 1999 1,100,000 2000 955,000 2001 955,000 Thereafter 1,750,000 ----------- Total $ 8,210,000 =========== Natural gas purchases under these contracts for the years ended June 30, 1996, 1995 and 1994 approximated $5,520,000, $6,203,000, and $6,091,000, respectively. On July 1, 1996, the Company entered into a take or pay propane contract which expires June 30, 1997. The contract generally requires the Company to purchase all propane quantities produced by a propane producer in Wyoming (approximately 182,500 gallons per month) tied to the Billings, Montana spot price. Environmental Contingency The Company owns property on which it operated a manufactured gas plant from 1909 to 1928. The site is currently used as a service center and to store certain equipment and materials and supplies. The coal gasification process utilized in the plant resulted in the production of certain by-products which have been classified by the federal government and the state of Montana as hazardous to the environment. After management became aware of the potential of contamination on this site, it initiated an assessment of the property through the assistance of a qualified consulting firm. That assessment revealed the presence of certain hazardous material in quantities exceeding tolerances established for such material by regulatory authorities. After making required notifications of that condition to federal and state regulatory authorities, a report summarizing the assessment was filed with the State of Montana Department of Health and Environmental Science ("MDHES"). Subsequent to that submittal a meeting was held with a representative of the MDHES wherein a process was agreed upon to arrive at appropriate remediation of the site. The costs incurred by the Company to date approximate $347,000 and have been capitalized as other deferred charges. Until further work is done regarding remediation alternatives, no further estimate of the costs of remediation can be made. However, management believes that regardless of the alternative selected, the costs incurred will not materially affect the Company's financial position. The Company received formal approval from the Montana Public Service Commission to recover certain costs associated with the cleanup of this site. The Company has begun recovery of costs incurred at June 30, 1995 over two years through a surcharge in billing rates effective July 1, 1995. Management intends to request, that future costs be recovered over a similar time period. The total of recoveries collected through December 31, 1996 is $294,000. *********************************************************************** Note 8 - Operating Revenues and Expenses, Regulated utility and non-regulated non-utility operating revenues and expenses were as follows: Three Months Six Months Ended Ended December 31 December 31 1996 1995 1996 1995 Operating Revenues:, Regulated utilities $8,891,733 $7,060,020 $11,769,113 $9,717,764 Non-regulated operations 3,064,822 1,140,256 4,107,577 1,812,668 Gas Trading 1,719,415 1,440,204 2,376,761 2,026,974 ----------- ----------- ----------- ----------- $13,675,970 $9,640,480 $18,253,451 $13,557,406 =========== =========== =========== =========== Operating Expenses: Gas Purchased: Regulated $5,362,439 $4,071,795 $6,792,383 $5,316,937 Non-regulated 2,272,886 620,045 2,956,905 927,734 Cost of gas trading 1,665,813 1,271,188 2,254,161 1,778,298 ----------- ----------- ----------- ----------- $9,301,138 $5,963,028 $12,003,449 $8,022,969 =========== =========== =========== =========== Distribution, general and administrative: Regulated $1,583,982 $1,386,178 $3,130,946 $2,841,839 Non-regulated 407,240 318,316 781,958 635,596 ----------- ----------- ----------- ----------- $1,991,222 $1,704,494 $3,912,904 $3,477,435 =========== =========== =========== =========== Maintenance: Regulated $99,038 $65,091 $177,000 $140,119 Non-regulated 25,752 16,846 49,243 32,731 ----------- ----------- ----------- ----------- $124,790 $81,937 $226,243 $172,850 =========== =========== =========== =========== Depreciation and amortization: Regulated $376,111 $345,651 $749,894 $678,973 Non-regulated 86,314 96,314 177,672 189,192 ----------- ----------- ----------- ----------- $462,425 $441,965 $927,566 $868,165 =========== =========== =========== =========== Taxes other than income: Regulated $153,540 $113,353 $273,886 $240,859 Non-regulated 31,990 31,575 57,607 69,639 ----------- ----------- ----------- ----------- $185,530 $144,928 $331,493 $310,498 =========== =========== =========== =========== Income taxes: Regulated $362,164 $316,652 $18,047 $14,375 Non-regulated 143,184 87,953 111,905 73,127 ----------- ----------- ----------- ----------- $505,348 $404,605 $129,952 $87,502 =========== =========== =========== =========== *********************************************************************** FORM 10-Q ENERGY WEST INCORPORATED Item 2 - Management's Discussion and Analysis of Interim Financial Statements -------------------------------------------------------------------- The following discussion reflects results of operations of the Company and its consolidated subsidiaries for the periods indicated. The Company's utility operations are conducted through its Great Falls division, which includes Great Falls Gas Company, Cascade Gas Company and West Yellowstone Gas Company in Montana, its Cody division in Cody, Wyoming and the Broken Bow division in Payson, Arizona. The Company installed an underground natural gas system in the town of West Yellowstone, Montana, which became operational in the Spring of 1995. The Company conducts certain non-utility operations through its three wholly-owned subsidiaries: Rocky Mountain Fuels, Inc. (RMF), a distributor of bulk propane in northwestern Wyoming, Cascade, Montana and the Payson, Arizona areas; Energy West Resources, Inc. (formerly Vesta, Inc.), which is engaged in oil and gas development and gas marketing in Montana and Wyoming, and Montana Sun, Inc., which owns one commercial property and one parcel of undeveloped land in Great Falls, Montana. Liquidity and Capital Resources ------------------------------- The Company's operating capital needs, as well as dividend payments and capital expenditures, are generally funded through cash flow from operating activities, short-term borrowing and liquidation of temporary cash investments. Historically, to the extent cash flow has not been sufficient to fund capital expenditures, the Company has borrowed short-term. To the extend short-term borrowing is used to finance capital projects it is refinanced with long-term debt or equity when economically feasible. The Company's short-term borrowing requirements vary according to the seasonal nature of its sales and expense activity. The Company has greater need for short-term borrowing during periods when internally generated funds are not sufficient to cover all capital and operating requirements, including costs of gas purchases and capital expenditures. In general, the Company's short-term borrowing needs for purchases of gas inventory and capital expenditures are greatest during the summer and fall. This past fiscal year and during this first six months of Fiscal 1997, the Company used short-term borrowing for construction of the natural gas system in West Yellowstone, Montana and expansion of its natural gas systems in Great Falls, Montana, Cody, Wyoming and Payson, Arizona as well as increasing its natural gas and propane inventory. Short-term borrowing utilized for construction or property acquisitions generally are replaced by permanent financing when it becomes economical and practical to do so. At December 31, 1996, the Company had a $13,000,000 bank line of credit, of which $10,652,000 had been borrowed. The Company used net cash in operating activities for the six months ended December 31, 1996 in the amount of $2,236,000 as compared to $4,199,000 for the six months ended December 31, 1995. This decrease in cash used in operating activities was primarily due to lower working capital requirements of approximately $1,600,000 , from lower incentives paid out this year, lower income tax deposits required this year, lower working capital requirements for West Yellowstone expansion and lower payments to employee benefit plans and materials and supplies, partially offset by an increase in utility unrecovered gas costs of approximately $68,000 due to higher than anticipated gas commodity prices. In addition higher net income of approximately $95,000 than one year ago and higher depreciation and amortization of approximately $174,000 reduced cash used in operating activities. Cash used in investing activities was approximately $1,542,000 for the six months ended December 31, 1996, as compared to approximately $2,160,000 for the six months ended December 31, 1995, primarily due to lower construction expenditures for capital projects. Cash provided by financing activities was approximately $2,925,000 for the six months ended December 31, 1996, as compared to approximately $6,235,000 for the six months ended December 31, 1995. The decrease in cash provided by financing activities resulted primarily from a decrease in short-term borrowing of approximately $1,800,000 and an increase in the repayment of short-term debt of approximately $1,500,000. Capital expenditures of the Company are primarily for expansion and improvement of its gas utility properties. To a lesser extent, funds are also expended to meet the equipment needs of the Company's operating subsidiaries and to meet the Company's administrative needs. The Company's capital expenditures were approximately $4.6 million in fiscal 1996 and approximately $4.7 million for fiscal 1995. During fiscal 1996, approximately $1.3 million has been expended for the construction of the natural gas system in West Yellowstone, Montana and approximately $1 million had been expended for gas system expansion projects for new subdivisions in the Broken Bow division's service area and approximately $350,000 for additions to the office and the east storage site of Petrogas in Payson, Arizona. Capital expenditures are expected to be approximately $3.6 million in fiscal 1997, including approximately $1.4 million for continued expansion in the Broken Bow division, with the balance for maintenance and other system expansion projects in the Great Falls and Cody divisions. As of December 31, 1996, approximately $1,600,000 of that amount had been expended. *********************************************************************** Results of Consolidated Operations ---------------------------------- Comparison of Second Quarter of Fiscal 1997 Ended December 31, 1996 and Fiscal 1996 Ended December 31, 1995 ------------------------------------------------------------------- The Company's net income for the second quarter ended December 31, 1996 was $916,664 compared to $651,846 for the quarter ended December 31, 1995. The increase in the 1997 net income was due primarily to an increase in gross margins from gas sales and a one time capital gain on the sale of a temporary cash investment, offset by increases in short- term interest costs and depreciation costs, due to capital additions and an increase in distribution, general, administrative and maintenance expenses, due to inflation and less salaries being capitalized to major projects than was the case one year ago. Utility Operations - -------------------- Utility operating revenues in the second quarter of fiscal 1997 were approximately $8,892,000 compared to $7,060,000 for the second quarter of fiscal 1996. Gross Margin, which is defined as operating revenues less gas purchased, was approximately $3,529,000 for the second quarter of fiscal 1997 compared to gross margin of approximately $2,993,000 for the second quarter of fiscal 1996. Gross margins increased 18% because of higher margins from natural gas sales in the Great Falls and Cody divisions and in the West Yellowstone area and higher margins from propane vapor sales in the Broken Bow division, due to colder weather than one year ago and customer growth in all utility operations, as well as a 1.87% interim rate increase in the Great Falls division, effective November 4, 1996, which contributed to increased margins by approximately $112,000. Operating Expenses - Utility operating expenses, exclusive of the cost of gas purchased and federal and state income taxes, were approximately $1,683,000 for the second quarter of fiscal 1997 as compared to $1,450,000 for the same period in fiscal 1996. The 16% increase in the period is generally due to normal inflationary trends and less payroll and expenses capitalized to projects. Interest Charges - Interest charges allocable to the Company's utility divisions were approximately $390,000 for the second quarter of fiscal 1997, as compared to $314,000 in the comparable period in fiscal 1996. Long term debt interest decreased , however, short term interest increased primarily due to facility expansion and increases in gas storage, which has been temporarily financed with short term debt. Income Taxes - State and federal income taxes of the Company's utility divisions were approximately $362,000 for the second quarter of fiscal 1997, as compared to approximately $317,000 for the same period in fiscal 1996. The increase in income taxes was due to higher pre-tax income of the utility divisions. Non-Regulated Operations - -------------------------- Rocky Mountain Fuels - For the three months ended December 31, 1996, RMF generated net income of approximately $150,000 compared to net income of approximately $48,000 for the three months ended December 31, 1995. Approximately $128,000 of RMF's net income for the second quarter of fiscal 1997 was attributable to the Wyo L-P Gas division in Wyoming, approximately $29,000 to the Petrogas division in Arizona, with the balance of approximately ($6,000) net loss attributable to Missouri River Propane in Montana. RMF's gross margins increased approximately 54% or $262,000 for the three months ended December 31, 1996 compared to the same period last year primarily due to increased wholesale propane sales in the Wyo L-P Gas division in Wyoming. Margins this quarter increased in the Wyo L-P division from approximately $2,000 to $147,000 for wholesale propane sales, due to customer growth and weather and from approximately $283,000 to $358,000 for retail propane sales, due to colder weather than the same quarter last year, and margins in the Petrogas division in Arizona increased from approximately $128,000 to $152,000, while Missouri River Propane in Montana margins remained relatively similar to the same quarter one year ago, however RMF experienced higher operating expenses, due to normal inflationary trends and increased use of staff, from customer growth, as well as higher short-term interest costs due to expansion of plant in Montana and Wyoming, financed by short-term debt. State and federal income taxes increased to approximately $82,000 for this quarter from $23,000 last year, due to higher pre-tax income of Rocky Mountain Fuels, Inc. Energy West Resources, Inc. - (formerly Vesta, Inc.) - For the three months ended December 31, 1996, Energy West Resources, Inc.'s net income was approximately $23,000 compared to $83,000 for the three months ended December 31, 1995, primarily due to lower gas trading margins. Gas trading margins decreased approximately $115,000 or 68%due to increased natural gas prices in Canada and Montana. State and federal income taxes decreased this quarter to approximately $16,000 from $52,000 the same quarter one year ago, due to lower pre-tax income of Energy West Resources, Inc. Montana Sun, Inc. - For the three months ended December 31, 1996, Montana Sun, Inc.'s net income was approximately $75,000 compared to $21,000 for the three months ended December 31, 1995, due primarily to the sale of temporary investments at a capital gain. *********************************************************************** Results of Consolidated Operations ---------------------------------- Comparison of Six Months Ended December 31, 1996 and Fiscal 1996 Ended December 31, 1995 ----------------------------------------------------------------- The Company's net income for the first six months ended December 31, 1996 was $279,853 compared to $184,710 for the six months ended December 31, 1995. The increase in the 1997 net income was due primarily to an increase in gross margins from natural gas and propane sales and a one time capital gain on the sale of a temporary cash investment, offset by increases in short-term interest costs and depreciation costs, due to capital additions and an increase in distribution, general, administrative and maintenance expenses, due to inflation and less salaries being capitalized to major projects, than was the case one year ago. Utility Operations - -------------------- Utility operating revenues in the first six months of fiscal 1997 were approximately $11,800,000 compared to approximately $9,700,000 for the first six months of fiscal 1996. Gross Margin, which is defined as operating revenues less gas purchased, was approximately $5,000,000 for the first six months of fiscal 1997 compared to gross margin of approximately $4,400,000 for the first six months of fiscal 1996. Gross margins increased 14% because of higher margins from natural gas sales in the Great Falls and Cody divisions and in the West Yellowstone area and higher margins from propane vapor sales in the Broken Bow division, due to colder weather than one year ago and customer growth in all utility operations as well as a 1.86% interim rate increase in the Great Falls division, effective November 4, 1996, which contributed to increased margins by approximately $112,000. Operating Expenses - Utility operating expenses, exclusive of the cost of gas purchased and federal and state income taxes, were approximately $3,300,000 for the first six months of fiscal 1997 as compared to $2,980,000 for the same period in fiscal 1996. The 11% increase in the period is generally due to normal inflationary trends and less payroll and other expenses capitalized to projects. Interest Charges - Interest charges allocable to the Company's utility divisions were approximately $715,000 for the first six months of fiscal 1997, as compared to $539,000 in the comparable period in fiscal 1996. Long term debt interest decreased, however, short term interest increased primarily due to facility expansion and increases in gas storage, which has been temporarily financed with short term debt. Income Taxes - The state and federal income taxes of the Company's utility divisions were approximately $18,000 for the first six months of fiscal 1997, as compared to approximately $14,000 for the same period in fiscal 1996. The increase in income taxes was due to higher pre-tax income of the utility divisions. Non-Regulated Operations - -------------------------- Rocky Mountain Fuels - For the six months ended December 31, 1996, RMF generated net income of approximately $59,000 compared to a net loss of ($15,000) for the six months ended December 31, 1995. About $80,000 of RMF's net income for the first six months of fiscal 1997 was attributable to the Wyo L-P Gas division in Wyoming, $2,000 to the Petrogas division in Arizona, with the balance of ($23,000) net loss attributable to Missouri River Propane in Montana. RMF's gross margins increased approximately 32% or $260,000 for the six months ended December 31, 1996 compared to the same period last year, primarily due to increased wholesale propane sales in the Wyo L-P Gas division in Wyoming. Margins this six month period increased in the Wyo L-P division approximately $158,000 or 32% for wholesale propane sales, due to customer growth and weather and $39,000 or 8% for retail propane sale, due to colder weather than the same six months last year, and margins in the Petrogas division in Arizona increased from a year ago by approximately $29,000 or 16% due to customer growth and weather, while Missouri River Propane in Montana margins increased from a year ago by approximately $12,000 or 63% due to weather and customer growth, however RMF experienced higher operating expenses, due to normal inflationary trends experienced and increased use of staff, due to customer growth, as well as higher short-term interest costs due to expansion of plant in Montana and Wyoming, financed by short- term debt. State and federal income taxes increased to approximately $30,000 for this six month period from( $14,000), an income tax benefit last year, due to pre-tax income this year versus a pre-tax loss last year in Rocky Mountain Fuels, Inc. Energy West Resources, Inc. - (formerly Vesta, Inc.) - For the six months ended December 31, 1996, Energy West Resources, Inc.'s net income was approximately $49,000 compared to $113,000 for the six months ended December 31, 1995, primarily due to lower gas trading margins. Gas trading margins decreased approximately $126,000 or 51%due to increased natural gas prices in Canada and Montana. State and federal income taxes decreased this six month period to approximately $31,000 from $69,000 the same six month period one year ago. Montana Sun, Inc. - For the six months ended December 31, 1996, Montana Sun, Inc.'s net income was approximately $85,000 compared to $31,000 for the six months ended December 31, 1995, due primarily to the sale of temporary investments at a capital gain. *********************************************************************** FORM 10-Q Part II - Other Information Item 1. Legal Proceedings - Not Applicable Item 2. Changes in Securities - Not Applicable Item 3. Defaults upon Senior Securities - Not Applicable Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable Item 5. Other Information - Not Applicable Item 6. Exhibits and Reports on Form 8-K A. There are no exhibits to this report. B. No reports on Form 8-K have been filed during the quarter ended December 31, 1996. *********************************************************************** 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. /s/Larry D. Geske _______________________________ Larry D. Geske, President and Chief Executive Officer Dated February 13, 1997 /s/ William J. Quast __________________________________ William J. Quast, Vice-President, Treasurer, Controller and Assistant Secretary I. FINANCIAL INFORMATION Item 1. Financial Statements FORM 10Q ENERGY WEST INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS December 31 June 30 1996 1996 Current Assets: Cash and Cash Equivalent $39,960 $893,301 Accounts Receivable (net) 7,972,283 3,486,328 Natural Gas and Propane Inventory 2,575,584 2,200,778 Materials and Supplies 458,002 543,316 Prepayments and other 697,515 602,427 Refundable Income Tax Payments 259,234 412,662 Recoverable Cost of Gas Purchases 1,760,338 953,392 Deferred income taxes - current 189,723 0 Total Current Assets 13,952,639 9,092,204 Investments 0 12,476 Notes Receivable Due After One Year 8,261 9,190 Property, Plant and Equipment-Net 26,828,883 26,089,830 Deferred Charges 3,123,152 2,290,973 Total Assets $43,912,935 $37,494,673 CAPITALIZATION AND LIABILITIES Current Liabilities: Note payable to bank $10,652,000 $7,175,000 Long-term debt due within one year 358,478 348,044 Accounts Payable - Gas Purchases 3,432,750 1,226,508 Other Current and Accrued Liabilities 2,387,791 2,338,011 Total Current Liabilities 16,831,019 11,087,563 Deferred Credits 5,768,318 4,821,148 Long-term Debt (less amounts due within on 9,685,474 10,045,714 Stockholders' Equity Preferred Stock 0 0 Common Stock(2,357,034 shares and 2,321,314 shares were outstanding at December 31, 1996 and June 30, 1996 respectively) 353,557 348,198 Capital in Excess of Par Value 2,929,893 2,635,540 Retained Earnings 8,344,674 8,556,510 To Stockholder's Equity 11,628,124 11,540,248 Total Capitalization and Liabilities $43,912,935 $37,494,673 The accompanying notes are an integral part of these condensed consolidated financial statements. -1- FORM 10Q ENERGY WEST INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Six Months Ended December 31 December 31 1996 1995 1996 1995 Operating revenue: Regulated utilities $8,891,733 $7,060,020 $11,769,113 $9,717,764 Nonregulated operations 3,064,822 1,140,256 4,107,577 1,812,668 Gas trading 1,719,415 1,440,204 2,376,761 2,026,974 Total Revenue 13,675,970 9,640,480 18,253,451 13,557,406 Operating Expenses Gas Purchased 7,635,325 4,691,840 9,749,288 6,244,671 Cost of gas trading 1,665,813 1,271,188 2,254,161 1,778,298 Distribution, general and administrative 2,116,012 1,786,431 4,139,147 3,650,285 Depreciation and Amortization 462,425 441,965 927,566 868,165 Taxes other than Income 185,530 144,928 331,493 310,498 Total Operating Expenses 12,065,105 8,336,352 17,401,655 12,851,917 Operating Income 1,610,865 1,304,128 851,796 705,489 Other Income - Net 222,519 93,562 308,014 159,786 Income Before Interest Charges & IncomeTaxe 1,833,384 1,397,690 1,159,810 865,275 Interest Charges: Long-Term Debt 172,706 165,921 345,409 341,912 Other 238,666 175,318 404,596 251,151 Total Interest Charges 411,372 341,239 750,005 593,063 Net Income Before Income Taxes 1,422,012 1,056,451 409,805 272,212 Income Taxes 505,348 404,605 129,952 87,502 Net Income $916,664 $651,846 $279,853 $184,710 Income Per Share of Common and Common Equivalent Stock: Net Income per Common Share $0.39 $0.29 $0.12 $0.08 Dividends per common share $0.1050 $0.1000 $0.2100 $0.2000 Weighted Average Common Shares Outstanding 2,357,280 2,232,297 2,346,532 2,278,780 The accompanying notes are an integral part of these condensed consolidated financial statements. -2- FORM 10Q ENERGY WEST INCORPORATED Condensed Consolidated Statements of Cash Flows Six Months Ended December 31 1996 1995 Operating Activities: Net Income $279,853 $184,710 Adjustments to Reconcile Net Income to Cash Flow Depreciation and Amortization 1,088,629 914,324 (Gain) Loss on Sale of Assets (11,309) (3,681) Investment Tax Credit (10,531) (10,531) Deferred Income Taxes 423,745 360,530 Changes in Operating Assets and Liabilities (4,006,490) (5,644,262) Net Cash Provided by (Used In) Operating Activities (2,236,103) (4,198,910) Investing Activities: Construction Expenditures (1,591,715) (2,191,478) Restricted Deposits 0 0 Collection of Long-Term Notes Receivable 929 3,483 Proceeds from Contributions in Aid of Construction 29,822 19,586 Proceeds from Sale of Property, Plant & Equipment 18,942 8,028 Net Cash Provided by (Used In) Investing Activitie (1,542,022) (2,160,381) Financing Activities: Proceeds from Long-Term Debt 0 11,305 Proceeds from Notes Payable 9,352,000 11,150,000 Repayment of Long-Term Debt (360,240) (353,242) Repayment of Notes Payable (5,875,000) (4,415,000) Sale of Common Stock 125,142 127,117 Dividends paid (317,119) (285,033) Net Cash Provided by (Used In) Financing Activities 2,924,783 6,235,147 Net Increase (Decrease) in Cash and Cash Equivalents (853,342) (124,144) Cash and Cash Equivalents at Beginning of Year 893,301 507,450 Cash and Cash Equivalents at End of Period $39,959 $383,306 The accompanying notes are an integral part of these condensed consolidated financial statements. -3-