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 March 31, 1997 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 March 31, 1997 (Common stock, $.15 par value) 2,357,471 *********************************************************************** ENERGY WEST INCORPORATED INDEX TO FORM 10-Q Page No. Part I - Financial Information Item 1 - Financial Statements Condensed Consolidated Balance Sheets as of March 31, 1997 and June 30, 1996 1 Condensed Consolidated Statements of Income - three months and nine months ended March 31, 1997 and 1996 2 Condensed Consolidated Statements of Cash Flows - nine months ended March 31, 1997 and 1996 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 *********************************************************************** I. FINANCIAL INFORMATION Item 1. Financial Statements FORM 10-Q ENERGY WEST INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS March 31 June 30 1997 1996 Current Assets: Cash and Cash Equivalents $79,630 $893,301 Accounts Receivable (net) 6,348,364 3,486,328 Natural Gas and Propane Inventory 4,859,758 2,200,778 Materials and Supplies 441,621 543,316 Prepayments and Other 590,888 602,427 Refundable Income Tax Payments 0 412,662 Recoverable Cost of Gas Purchases 1,455,388 953,392 Deferred Income Taxes - current 189,723 0 Total Current Assets 13,965,372 9,092,204 Investments 0 12,476 Notes Receivable Due After One Year 8,261 9,190 Property, Plant and Equipment-Net 26,926,402 26,089,830 Deferred Charges 3,142,911 2,290,973 Total Assets $44,042,946 $37,494,673 CAPITALIZATION AND LIABILITIES Capitalization and Liabilities: Current Liabilities: Note Payable to bank $10,050,000 $7,175,000 Long-term Debt due within one year 356,968 348,044 Accounts Payable - Gas Purchases 2,256,538 1,226,508 Other Current and Accrued Liabilities 3,333,455 2,338,011 Total Current Liabilities 15,996,961 11,087,563 Deferred Credits 5,890,281 4,821,148 Long-term Debt (less amounts due within one year) 9,685,474 10,045,714 Stockholders' Equity Preferred Stock 0 0 Common Stock ( 2,357,471 and 2,321,314 shares were outstanding March 31, 1997 and June 30, 1996, respectively) 353,623 348,198 Capital in Excess of Par Value 2,932,962 2,635,540 Retained Earnings 9,183,645 8,556,510 Total Stockholders' Equity 12,470,230 11,540,248 Total Capitalization and Liabilities $44,042,945 $37,494,673 The accompanying notes are an integral part of these condensed financial statements. -1- ***************************************************************************** FORM 10-Q ENERGY WEST INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Nine Months Ended March 31 March 1997 1996 1997 1996 Operating revenue: Regulated utilities $10,225,740 $9,752,152 $21,994,853 $19,469,916 Nonregulated operations 3,655,501 1,220,371 7,763,078 3,033,039 Gas trading 2,040,786 1,157,509 4,417,547 3,184,483 Total Revenue 15,922,027 12,130,032 34,175,478 25,687,438 Operating Expenses Gas Purchased 9,335,727 6,519,567 19,085,015 12,764,238 Cost of gas trading 1,841,406 982,986 4,095,567 2,761,284 Distribution, general and administrative 2,020,640 2,052,668 6,159,787 5,702,953 Depreciation and Amortization 450,127 424,023 1,377,693 1,292,188 Other Taxes 170,480 195,544 501,973 506,042 Total Operating Expenses 13,818,380 10,174,788 31,220,035 23,026,705 Operating Income 2,103,647 1,955,244 2,955,443 2,660,733 Other Income (Loss) - Net 5,675 (17,360) 313,689 142,425 Income Before Interest Charges & Taxes 2,109,322 1,937,884 3,269,132 2,803,158 Interest Charges: Long-Term Debt 172,704 173,316 518,113 515,228 Other 228,260 181,560 632,856 432,711 Total Interest Charges 400,964 354,876 1,150,969 947,939 Net Income Before Income Taxes 1,708,358 1,583,008 2,118,163 1,855,219 Income Taxes 621,852 569,279 751,804 656,781 Net Income $1,086,506 $1,013,729 $1,366,359 $1,198,438 Earnings Per Share of Common and Common Equivalent Stock: Earnings per Share $0.46 $0.44 $0.58 $0.52 Dividends per common share $0.1050 $0.1000 $0.3150 $0.3000 Weighted Average Common Shares Outstanding 2,353,541 2,288,870 2,353,541 2,288,870 The accompanying notes are an integral part of these condensed financial statements. -2- ****************************************************************************** FORM 10-Q ENERGY WEST INCORPORATED Condensed Consolidated Statements of Cash Flows Nine Months Ended March 31 1997 1996 Operating Activities: Net Income $1,366,359 $1,198,438 Adjustments to Reconcile Net Income to Cash Flow Depreciation and Amortization 1,610,949 1,597,531 (Gain) Loss on Sale of Property, Plant & Equipment (18,026) (4,484) Investment Tax Credit - Net (15,797) (15,797) Deferred Income Taxes - Net 339,543 111,872 Changes in Operating Assets and Liabilities (4,133,914) (2,110,533) Net Cash Provided by (Used In) Operating Activities (850,886) 777,027 Investing Activities: Construction Expenditures (2,174,185) (3,506,545) Collection of Long-Term Notes Receivable 929 4,179 Proceeds from Contributions in Aid of Construction 98,790 32,905 Proceeds from Sale of Property, Plant & Equipment 33,297 24,089 Net Cash Provided by (Used In) Investing Activies (2,041,169) (3,445,372) Financing Activities: Proceeds from Notes Payable 24,977,000 15,255,000 Repayment of Long-Term Debt (360,240) (405,852) Repayment of Notes Payable (22,102,000) (12,385,000) Sale of Common Stock 6,922 59,295 Dividends Paid (443,298) (317,838) Net Cash Provided by (Used In) Financing Activities 2,078,384 2,205,605 Net Increase (Decrease) in Cash and Cash Equivalents (813,671) (462,740) Cash and Cash Equivalents at Beginning of Year 893,301 567,006 Cash and Cash Equivalents at End of Period $79,630 $104,266 The accompanying notes are an integral part of these condensed financial statements. -3- ****************************************************************************** NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 1997 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 nine month period ended March 31, 1997 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-KA for the year ended June 30, 1996 filed March 24, 1997. 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. In February 1997, the Financial Accounting Standards Board (SFAS) issued Statement of Financial Accounting Standards No. 128, Earnings Per Share. The overall objective of Statement 128 is to simplify the calculation of earnings per share (EPS) and achieve comparability with the recently issued International Accounting Standard No. 33, Earnings Per Share. Statement 128 is effective for both interim and annual financial statements for periods ending after December 15, 1997. Earlier application is not permitted. As a result, calendar year end companies will first report on the new EPS basis in the fourth quarter ended December, 1997. Subsequent to the effective date, all prior-period EPS amounts (including EPS information in interim financial statements, earnings summaries, and selected financial data) are required to be restated to conform to the provisions of Statement 128. Under Statement 128, primary EPS will be replaced with a new simpler calculation called basic EPS. Basic EPS will be calculated by dividing income available to common stockholders (i.e., net income less preferred stock dividends) by the weighted average common shares outstanding. Thus, in the most significant change in current practice, options, warrants, and convertible securities will be excluded from the calculation. Further, contingently issuable shares will be included in basic EPS only if all the necessary conditions have been satisfied by the end of the period and it is only a matter of time before they are issued. Basic EPS under Statement 128 will result in higher earnings per share because common stock equivalents will not be included. Thus, the basic EPS calculation will be less complex and easier to prepare. The Company has not calculated Basic Earnings per Share at the end of March 31, 1997, but will adopt this standard in the second quarter of Fiscal 1998. *********************************************************************** Note 3 - Principal 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 extends automatically for two successive five-year periods unless the Company provides at least six months notice of non-renewal prior to the end of either the initial term or the first successive five-year term. Note 5 - Financial Instruments and Risk Management Effective September 1, 1996, the Company was a party to two gas swap agreements, for its nonregulated operations, to hedge 4,400 MMBTU of its daily gas purchases. These contracts represent approximately 92% of the supply required for the Company's customers who have selected fixed price service. Also, beginning on January 1, 1997, the Company has hedged 500 MMBTU per day, which is 100% of the Liquid Natural Gas feedstock required for the supply of the West Yellowstone Gas operation. 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. *********************************************************************** 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 March 31, 1997, components of the Company's deferred tax assets and deferred tax liabilities are as follows: Deferred tax assets: Allowance for doubtful accounts........................ $28,428 Unamortized Investment Tax Credit...................... 162,343 Contributions in Aid of Construction................... 135,743 Other nondeductible accruals.......................... 136,571 Total deferred tax assets.......................... 463,085 Deferred tax liabilities: Customer refunds payable............................... 567,056 Property, Plant and Equipment.........................3,008,189 Unamortized Debt Issue Costs........................... 190,991 Covenant Not to Compete............................. 85,859 Total deferred tax liabilities.................. 3,852,095 Net deferred tax liability............................ $3,389,010 Income tax expense consists of the following: Current income taxes (benefits): Federal...............................................$367,328 State................................................ 58,849 Total current income taxes (benefits).................. 426,177 Deferred income taxes (benefits): Excess tax depreciation................................212,271 Excess tax (book) amortization.........................(13,826) Recoverable cost of gas purchases......................167,801 Regulatory Assets ................................... (21,029) Other................................................. (3,793) Total deferred income taxes..............................341,424 Investment tax credit, net................................(15,797) Total income taxes (benefits)............................$751,804 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%.......... $721,229 State income taxes (benefit), net of federal income taxes..50,203 Amortization of deferred investment tax credits...........(15,797) Other................................................. (3,831) Total income taxes (benefits)........................... $751,804 *********************************************************************** Note 7 - Commitments and Contingencies Commitments The Company has entered into long-term, take or pay natural gas supply contracts which expire at various times from 1999 to 2005. The contracts generally require the Company to purchase specified minimum volumes of natural gas at a fixed price which is subject to renegotiation every two years. Current prices per Mcf for these contracts range from $1.17 to $1.75. Based on current prices, the minimum take or pay obligation at March 31, 1997 for each of the next five years and in total is as follows: Fiscal Year 1997 $1,250,000 1998 1,510,000 1999 1,510,000 2000 810,000 2001 810,000 Thereafter 1,285,000 ----------- Total $ 7,175,000 =========== 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 where certain equipment and materials are stored. 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. Several years ago the Company initiated an assessment of the site to determine if remediation of the site was required. That assessment resulted in a submission to the Montana Department of Environmental Quality (MDEQ) formerly known as Montana Department of Health and Environmental Science ("MDHES") in 1994. The Company has worked with the MDEQ since that time to obtain the data that would lead to a remediation action acceptable to MDEQ. The Company's environmental consultant advises the Company that it expects to have the report filed with the MDEQ by approximately mid-summer. MDEQ would then provide for public comment on the remediation plan. Once the comment period has lapsed and due consideration of any comments occurs, the plan can be finalized. Assuming acceptance of the plan, remediation could be in place by the fall of 1998. At March 31, 1997 the costs incurred in evaluating this site have totalled approximately $400,000. On May 30, 1995 the Company received an order from the Montana Public Service Commission allowing for recovery of the costs associated with evaluation and remediation of the site through a surcharge on customer bills. As of March 31, 1997 that recovery mechanism had generated approximately the same $400,000 as had been expended. The Commission's decision calls for ongoing review by the Commission of the costs incurred for this matter by periodic approvals of the costs incurred for this matter. The Company intends to submit an application for such review by approximately July 1, 1997. Legal Proceedings From time to time the Company is involved in litigation relating to claims arising from its operations in the normal course of business. Neither the Company nor any of its subsidiaries is a party to any legal proceedings, other than as described in Part II- Other Information, Item1., the adverse outcome of which individually or in the aggregate, in the Company's view, would have a material adverse effect on the Company's results of operations, financial position or liquidity. *********************************************************************** Note 8 - Operating Revenues and Expenses, Regulated utility and non-regulated non-utility operating revenues and expenses were as follows: Three Months Nine Months Ended Ended March 31 March 31 1997 1996 1997 1996 Operating Revenues: Regulated utilities $10,225,740 $9,752,152 $21,994,853 $19,469,916 Non-regulated operations 3,655,501 1,220,371 7,763,078 3,033,039 Gas trading 2,040,786 1,157,509 4,417,547 3,184,483 ----------- ----------- ----------- ----------- $15,922,027 $12,130,032 $34,175,478 $25,687,438 =========== =========== =========== =========== Operating Expenses: Gas Purchased: Regulated $6,512,236 $6,007,311 $13,304,619 $11,324,248 Non-regulated 2,823,491 512,256 5,780,396 1,439,990 Cost of gas trading 1,841,406 982,986 4,095,567 2,761,284 ----------- ----------- ----------- ----------- $11,177,133 $7,502,553 $23,180,582 $15,525,522 =========== =========== =========== =========== Distribution, general and administrative: Regulated $1,470,698 $1,560,305 $4,601,642 $4,402,144 Non-regulated 409,233 343,871 1,191,193 979,467 ----------- ----------- ----------- ----------- $1,879,931 $1,904,176 $5,792,835 $5,381,611 =========== =========== =========== =========== Maintenance: Regulated $118,843 $130,587 $295,843 $270,706 Non-regulated 21,866 17,905 71,109 50,636 ----------- ----------- ----------- ----------- $140,709 $148,492 $366,952 $321,342 =========== =========== =========== =========== Depreciation and amortization: Regulated $372,832 $325,483 $1,122,726 $1,004,456 Non-regulated 77,295 98,540 254,967 287,732 ----------- ----------- ----------- ----------- $450,127 $424,023 $1,377,693 $1,292,188 =========== =========== =========== =========== Taxes other than income: Regulated $143,760 $159,493 $417,646 $400,352 Non-regulated 26,720 36,051 84,327 105,690 ----------- ----------- ----------- ----------- $170,480 $195,544 $501,973 $506,042 =========== =========== =========== =========== Income taxes: Regulated $430,087 $432,546 $448,134 $446,921 Non-regulated 191,765 136,733 303,670 209,860 ----------- ----------- ----------- ----------- $621,852 $569,279 $751,804 $656,781 =========== =========== =========== =========== *********************************************************************** 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 regulated utility operations primarily involve the distribution and sale of natural gas to the public in the Great Falls, Montana and Cody, Wyoming areas and the distribution of propane to the public through underground propane vapor systems in the Payson, Arizona and Cascade, Montana areas. Since 1995, the Company's regulated utility operations have also included the distribution of natural gas through an underground system in West Yellowstone, Montana that is supplied by liquified natural gas. 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 area; Energy West Resources, Inc. which is involved in the marketing of natural gas in Montana and Wyoming, gas storage and a small amount of oil and gas production; Montana Sun, Inc., which owns two real estate properties in Great Falls, Montana, along with certain other investments. 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 extent short-term borrowing has been used to finance capital projects, it has been refinanced with long-term debt or equity. 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, during the construction season and when the heating season begins. This past fiscal year and during this first nine months of fiscal 1997, the Company used short-term borrowing for construction of its 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 to increase its natural gas and propane inventory. Short-term borrowing utilized for construction or property acquisitions generally is replaced by permanent financing when it becomes economical and practical to do so. At March 31, 1997, the Company had a $16,000,000 bank line of credit, of which $10,050,000 had been borrowed. *********************************************************************** The Company used net cash in operating activities for the nine months ended March 31, 1997 in the amount of $851,000 as compared to net cash provided by operating activities of $777,000 for the nine months ended March 31, 1996. This increase in cash used in operating activities of approximately $1,600,000 was primarily due to higher working capital requirements of approximately $1,900,000. This increase was due to the following: 1] increased purchases of natural gas inventory of approximately $2,500,000, 2] an increase in utility unrecovered gas costs of approximately $375,000 due to higher than anticipated gas commodity prices, 3] higher accounts receivable of approximately $527,000 due to increased sales. This increase in cash used was partially offset by an increase in accounts payable of approximately $778,000, primarily due to increased gas purchases, reduced prepaid items of approximately $620,000, primarily related to a $500,000 prepaid gas contract commitment made in fiscal 1996, higher net income of approximately $168,000 and higher deferred income taxes of approximately $228,000. Cash used in investing activities was approximately $2,000,000 for the nine months ended March 31, 1997, as compared to approximately $3,400,000 for the nine months ended March 31, 1996, primarily due to lower construction expenditures for capital projects. Cash provided by financing activities was approximately $2,100,000 for the nine months ended March 31, 1997, as compared to approximately $2,200,000 for the nine months ended March 31, 1996. The decrease in cash provided by financing activities resulted primarily from an increase in dividends paid of approximately $125,000, partially offset by reduced principal payments on long-term debt and reduced sale of common stock through the Company's Dividend Reinvestment Plan and the Company's Incentive Stock Option Plan. 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 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 was expended for the construction of a natural gas system in West Yellowstone, Montana, approximately $1 million was expended for gas system expansion projects for new subdivisions in the Broken Bow division's service area and approximately $350,000 was expended for additions to the office and the east storage site of Petrogas in Payson, Arizona. Capital expenditures are expected to be approximately $3.7 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 March 31, 1997, approximately $2,200,000 of that amount had been expended. *********************************************************************** Results of Consolidated Operations Comparison of Third Quarter of Fiscal 1997 Ended March 31, 1997 and Third Quarter of Fiscal 1996 Ended March 31, 1996 The Company's net income for the third quarter ended March 31, 1997 was $1,086,506 compared to $1,013,729 for the quarter ended March 31, 1996. The increased net income in the third quarter of fiscal 1997 was due primarily to an increase in gross margins from propane sales in the Company's non-regulated operations, offset by increases in short-term interest costs and depreciation costs, due to capital additions. Utility Operations - Utility operating revenues in the third quarter of fiscal 1997 were approximately $10,225,000 compared to $9,750,000 for the third quarter of fiscal 1996. Gross Margin, which is defined as operating revenues less gas purchased, was approximately $3,700,000 for the third quarter of fiscal 1997, approximately the same as the gross margin for the third quarter of fiscal 1996. Utility operating revenues were up for this quarter primarily due to a gas tracker increase in the Cody division, which does not increase margins. Operating Expenses - Utility operating expenses, excluding the cost of gas purchased and federal and state income taxes, were approximately $1,590,000 for the third quarter of fiscal 1997 as compared to $1,690,000 for the same period in fiscal 1996. The 5% decrease in the period is generally due to more payroll and expenses capitalized to increased construction of utility projects, from the same quarter one year ago. Interest Charges - Interest charges allocable to the Company's utility divisions were approximately $393,000 for the third quarter of fiscal 1997, as compared to $324,000 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 $430,000 for the third quarter of fiscal 1997, approximately the same for the third quarter in fiscal 1996. Pre-tax income of the utility divisions was approximately the same for the third quarter of fiscal 1997 and 1996. *********************************************************************** Non-Regulated Operations - Rocky Mountain Fuels - For the three months ended March 31, 1997, RMF generated net income of approximately $183,000 compared to net income of approximately $139,000 for the three months ended March 31, 1996. Approximately $83,000 of RMF's net income for the third quarter of fiscal 1997 was attributable to the Wyo L-P Gas division in Wyoming, approximately $101,000 to the Petrogas division in Arizona, with the balance of approximately ($1,000) net loss attributable to Missouri River Propane in Montana. RMF's gross margins increased approximately 21%, or $142,000, for the three months ended March 31, 1997 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 the same quarter last year of approximately $428,000 to $497,000 due to increased wholesale propane sales, customer growth and colder weather. Margins in the Petrogas division in Arizona increased this quarter from approximately $205,000 to $278,000, 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 personnel expense due to customer growth, as well as higher short-term interest costs due to expansion of plant in Montana and Wyoming. State and federal income taxes increased to approximately $111,000 for this quarter from $77,000 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 March 31, 1997, Energy West Resources, Inc.'s net income was approximately $122,000 compared to $93,000 for the three months ended March 31, 1996, primarily due to higher natural gas sales than in the same period last year. Gas trading margins increased approximately $25,000, or 14%due to decreased natural gas prices in Canada and Montana. State and federal income taxes increased this quarter to approximately $73,000 from $53,000 the same quarter one year ago, due to higher pre-tax income of Energy West Resources, Inc. Montana Sun, Inc. - For the three months ended March 31, 1997, Montana Sun, Inc.'s net income was approximately $11,000 compared to $10,000 for the three months ended March 31, 1996, *********************************************************************** Results of Consolidated Operations Comparison of Nine Months Ended March 31, 1997 and Nine Months Ended March 31, 1996 The Company's net income for the first nine months ended March 31, 1997 was $1,366,359 compared to $1,198,438 for the nine months ended March 31, 1996. The increase in net income in the first nine months of 1997 was due primarily to an increase in gross margins from natural gas and propane sales due to an interim rate increase effective November, 1996 approved by the Montana Public Service Commission in a rate relief filing by the Great Falls division and colder weather than one year ago, as well as a one time capital gain of approximately $63,000 after-tax on the sale of a temporary cash investment, offset by increases in short-term interest costs and depreciation costs relating 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 (see below under utility operations and non-regulated operations). Utility Operations - Utility operating revenues in the first nine months of fiscal 1997 were approximately $22,000,000 compared to approximately $19,000,000 for the first nine months of fiscal 1996. Gross Margin, which is defined as operating revenues less gas purchased, was approximately $8,700,000 for the first nine months of fiscal 1997 compared to gross margin of approximately $7,700,000 for the first nine months of fiscal 1996. Gross margins increased 13% 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, excluding the cost of gas purchased and federal and state income taxes, were approximately $4,900,000 for the first nine months of fiscal 1997 as compared to $4,700,000 for the same period in fiscal 1996. The 4% increase in the period was 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 $1,108,000 for the first nine months of fiscal 1997, as compared to $862,000 in the comparable period in fiscal 1996. Long term debt interest decreased, however and 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 $448,000 for the first nine months of fiscal 1997, as compared to approximately $447,000 for the same period in fiscal 1996. Pre-tax income of the utility divisions was approximately the same for the nine month period of fiscal 1997 and 1996. *********************************************************************** Non-Regulated Operations - Rocky Mountain Fuels - For the nine months ended March 31, 1997, RMF generated net income of approximately $242,000 compared to net income of $125,000 for the nine months ended March 31, 1996. Approximately $163,000 of RMF's net income for the first nine months of fiscal 1997 was attributable to the Wyo L-P Gas division in Wyoming, $103,000 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 27%, or $398,000, for the nine months ended March 31, 1997 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 nine month period increased in the Wyo L-P division approximately $241,000 for wholesale propane sales, due to customer growth and colder weather and decreased approximately $23,000, or 3%, for retail propane sales due to higher propane prices and competitive market conditions, while margins in the Petrogas division in Arizona increased from a year ago by approximately $100,000, or 27%, due to customer growth and weather, while Missouri River Propane in Montana margins increased from a year ago by approximately $12,000, or 24%, due to weather and customer growth. 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, which was financed by short-term debt. State and federal income taxes increased to approximately $142,000 for this nine month period from $64,000 due to higher pre-tax income in Rocky Mountain Fuels, Inc. this year of approximately $190,000. Energy West Resources, Inc. - (formerly Vesta, Inc.) - For the nine months ended March 31, 1997, Energy West Resources, Inc.'s net income was approximately $172,000 compared to $206,000 for the nine months ended March 31, 1996, primarily due to lower gas trading margins. Gas trading margins decreased approximately $102,000, or 24%. Although gas trading revenues are up approximately $1,200,000 this nine month period from one year ago, cost of gas trading was up approximately $1,300,000, due to increased natural gas prices in Canada and Montana and increased competition, requiring lower margins in order to retain or secure new Energy West Resource customers. State and federal income taxes decreased this nine month period to approximately $104,000 from $123,000 the same nine month period one year ago, due to lower pre-tax income. Montana Sun, Inc. - For the nine months ended March 31, 1997, Montana Sun, Inc.'s net income was approximately $97,000 compared to $42,000 for the nine months ended March 31, 1996, due primarily to the sale of mutual fund investments at a capital gain. *********************************************************************** FORM 10-Q Part II - Other Information Item 1. Legal Proceedings 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 March 31, 1997. *********************************************************************** Legal Proceedings From time to time the Company is involved in litigation relating to claims arising from its operations in the normal course of business. Neither the Company nor any of its subsidiaries is a party to any legal proceedings, other than as described below, the adverse outcome of which individually or in the aggregate, in the Company's view, would have a material adverse effect on the Company's results of operations, financial position or liquidity. On December 20, 1996, an action was filed against the Company by Randy Hynes and Melissa Hynes in Federal District Court in Wyoming. The action arises from a natural gas explosion involving a four-plex apartment building which was damaged after natural gas from the customer's gas line leaked into the building (which was not serviced by natural gas). The Plaintiffs, who were tenants in the building, allegedly sustained burns and other injuries, as well as property damage. The plaintiffs allege that the Company was negligent. The action also asserts claims of product liability, willful and wanton conduct and breach of warranty. The plaintiffs are seeking damages for personal injury, pain and suffering, emotional distress, loss of earnings, medical expenses, physical disability and property damage, [as well as punitive damages.] The Company denies responsibility for the damages and intends to contest the matter vigorously. The Company believes the gas leak resulted from damage caused to the pipeline by an unknown third party. Discovery is proceeding at this time. A trial has been scheduled for the Fall of 1997. A similar lawsuit involving the same explosion was filed by five other plaintiffs in Wyoming District Court, Park County, Wyoming on April 8, 1997. The allegations are substantially the same as the allegations in the Federal District Court case. The Company has filed an answer denying liability and intends to contest the matter vigorously. Only minimal discovery has occurred to date. The plaintiffs, Heidi Woodward, et al., were tenants in the apartment building. On the 24th of October 1996, a lawsuit was filed naming the Company as a defendant as a result of an explosion which occurred in Payson, Arizona in the spring of 1995. A propane tank and propane gas were sold by the Company's subsidiary Petrogas to the Plaintiffs for use in their new home. The explosion occurred in the course of the Plaintiff's attempt to light their gas appliances. The Plaintiff's consists of the husband and wife who owned the home, on their own behalf and on behalf of their minor children, all of whom incurred injuries in the explosion of the fire which ensued after the explosion. The claims are for personal injuries, mental suffering and anguish, medical expenses, lost income, property damages and punitive damages. Plaintiffs claims are based on strict liability in that the gas sold was defective; breach of warranty in that the propane gas was not fit for the purpose for which it was intended and; negligence for failure to assure that the gas was properly odorized. The dollar value of the claims have not been asserted in the pleadings of the Plaintiffs. The Company carries commercial general liability insurance for bodily injury and property damages of $1,000,000 per occurrence and $5 million in the aggregate, and has an additional $30,000,000 umbrella policy for excess claims. The Company's general liability carrier has assumed the defense of the two Wyoming actions and the claim in the Arizona matter. The Company believes it has insurance coverage for these matters and it's insurance carrier has undertaken the defense of these cases. However, no assurance can be given that insurance will cover these matters in the event that the Company is held liable. *********************************************************************** 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 May 14, 1997 /s/ William J. Quast __________________________________ William J. Quast, Vice-President, Treasurer, Controller and Assistant Secretary