CLEVELAND, March 16, 2017 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 69,400 customers in four states, reported financial results for the fourth quarter and year ended December 31, 2016. Comparative results for the fourth quarter, and for full year 2016, do not include the results of the Kentucky and Pennsylvania utilities which were divested in the fourth quarter of 2015 ("Divestitures").
Fourth Quarter 2016 Summary
Mr. Gregory J. Osborne, Gas Natural's President and Chief Executive Officer, commented, "We grew revenue and gross margin in the quarter as a result of growing our customer base. This is a testament to our keen focus on operations and growth."
He added, "In December, our shareholders overwhelmingly approved our announced plan to be acquired by First Reserve. The process to obtain approval from the regulatory authorities in Maine, Montana, North Carolina and Ohio is progressing as anticipated. We continue to expect completion of the transaction in the second half of 2017."
Fourth Quarter and 2016 Operations Review
Three Months Ended |
Years Ended | |||||||
(in thousands) |
December 31, |
December 31, | ||||||
2016 |
2015 |
2016 |
2015 | |||||
Revenue by segment: |
||||||||
Natural Gas Operations |
$ 27,251 |
$ 26,575 |
$ 87,464 |
$ 103,978 | ||||
Marketing & Production |
3,495 |
2,923 |
11,977 |
8,383 | ||||
Consolidated |
$ 30,746 |
$ 29,498 |
$ 99,441 |
$ 112,361 |
Revenue for the fourth quarter of 2016 increased approximately 4% over the prior-year quarter. Both of the Company's operating segments contributed to the increase. The Natural Gas Operations segment experienced higher volume driven by customer growth, partially offset by lower natural gas prices and $0.2 million less revenue from the Divestitures. The Marketing & Production segment recognized higher sales to the Company's former Wyoming operations which were divested in the third quarter of 2015. Previously, such sales were recorded as intercompany and eliminated from consolidated revenue.
Revenue for 2016 was down approximately 11% compared with the prior year. The increase in Marketing & Production was for the same reason as described above for the fourth quarter. This was more than offset by the Natural Gas Operations segment that was impacted by lower volume due to warmer weather earlier in the year, lower gas prices, and a $1.6 million reduction from the Divestitures.
Changes in Gross Margin |
Three Months |
Years | |
December 31, 2016 | |||
2015 Gross Margin |
$ 12,255 |
$ 44,209 | |
Utilities sold |
117 |
(299) | |
Weather and other volume changes |
347 |
(1,695) | |
Impact of paper mill closures |
(125) |
(1,826) | |
Gas cost adjustment |
- |
693 | |
New utility customers |
226 |
1,304 | |
Natural Gas Operations change |
565 |
(1,823) | |
New marketing customers |
214 |
513 | |
Pricing and other |
136 |
25 | |
Marketing & Production change |
350 |
538 | |
Consolidated gross margin change |
915 |
(1,285) | |
2016 Gross Margin |
$ 13,170 |
$ 42,924 | |
Gross margin for the fourth quarter of 2016 increased 7% compared with the prior-year period primarily due to increased full service distribution throughput to new customers and colder weather, partially offset by the impact of paper mill closures in Maine. Customer count grew by approximately 800 in the fourth quarter to 69,400, compared with the end of the third quarter of 2016.
Gross margin for 2016 decreased 3% compared with the prior-year period. The decrease was primarily the result of warmer weather earlier in the year in most of the Company's markets, the impact of closed paper mills in Maine, and the Divestitures, partially offset by new customers and the effect of a gas cost adjustment recorded in 2015.
Three Months Ended |
Years Ended | |||||||
(in thousands) |
December 31, |
December 31, | ||||||
2016 |
2015 |
2016 |
2015 | |||||
Operating income by segment: |
||||||||
Natural Gas Operations |
$ 3,511 |
$ 1,857 |
$ 6,198 |
$ 7,852 | ||||
Marketing & Production |
314 |
(45) |
1,184 |
(81) | ||||
Corporate & Other |
(1,367) |
(388) |
(4,330) |
(2,667) | ||||
Consolidated |
$ 2,458 |
$ 1,424 |
$ 3,052 |
$ 5,104 | ||||
Non-GAAP Adjusted EBITDA* |
$ 5,895 |
$ 3,765 |
$ 15,172 |
$ 16,391 |
*See the attached tables for important disclosures regarding the Company's use of earnings before interest, taxes, depreciation, amortization, accretion, non-recurring expenses and discontinued operations ("Adjusted EBITDA") as well as reconciliations of U.S. generally accepted accounting principles ("GAAP") net income to non-GAAP Adjusted EBITDA for the 2016 and 2015 fourth quarter and annual periods.
For the fourth quarter of 2016, operating income was $1.0 million higher than the prior-year quarter primarily due to higher gross margin. Comparing the annual periods, 2016 operating income was $2.1 million lower than 2015, primarily due to lower gross margin.
Within the Natural Gas Operations segment, operating expenses for the quarter decreased $1.1 million as legal and professional expenses were down $0.3 million and personnel costs were also down $0.3 million. Those reductions were partially offset by increased spending on information technology.
On a full year basis, the Natural Gas Operations' operating expenses were $0.2 million lower than the prior year, primarily due to a $0.7 million decrease in expenditures for professional services and a$0.6 million ongoing reduction of expenses due to the Divestitures. Those decreases were partially offset by higher spending on information technology. The Marketing & Production segment benefited from the favorable settlement of a legal matter in the second quarter of 2016. Litigation, settlement and proxy contest costs drove increased expenses within the Corporate & Other segment.
Adjusted EBITDA, a non-GAAP financial measure, was up approximately $2.1 million primarily due to higher gross margin in the 2016 fourth quarter and higher non-recurring items. On a full year basis, Adjusted EBITDA was unfavorably impacted by lower gross margin and higher information technology costs. The Company believes that, when used in conjunction with measures prepared in accordance with GAAP, Adjusted EBITDA, which is a non-GAAP measure, helps in the understanding of its financial performance.
Excluding discrete items, the effective tax rates were 36.1% and 37.2% for the fourth quarters of 2016 and 2015, respectively. Excluding discrete items for the annual periods, the effective tax rates were 36.5% and 38.1% for 2016 and 2015, respectively. The improvements in 2016 resulted from the benefit of an R&D tax credit and a favorable change in the Company's blended state tax rate.
Balance Sheet and Cash Management
Cash and cash equivalents as of December 31, 2016 grew to $6.5 million from $2.7 million at December 31, 2015.
Cash provided by operating activities in 2016 was $11.4 million compared with $9.4 million in 2015, with the increase primarily due to lower working capital requirements related to the lower price of natural gas.
Capital expenditures for 2016 were $7.5 million compared with $9.6 million in 2015. Capital expenditures included approximately $1.9 million and $1.5 million in 2016 and 2015, respectively, for the portion of the Company's ERP system that was not financed under a lease agreement. The Company has budgeted $10 million for capital expenditures in 2017, with the majority focused on growth of its Natural Gas Operations segment, including construction activities to support expansion, maintenance and enhancements of its gas pipeline systems.
Cash used in financing activities was $1.5 million in 2016 compared with $19.3 million in 2015. Debt repayment was the primary use of cash in both periods.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 69,400 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include intrastate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under-served markets. Further information is available on the Company's website at www.egas.net.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make or increase dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Additional Information and Where to Find It
In connection with the transaction with First Reserve described above, on November 23, 2016, the Company filed with the SEC and sent to its stockholders a definitive proxy statement. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE. Investors and security holders may obtain a free copy of the definitive proxy statement and other documents filed with the SEC.
For more information, contact:
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
FINANCIAL TABLES FOLLOW.
Gas Natural Inc. and Subsidiaries | |||||||
Consolidated Statements of Income | |||||||
(in thousands, except share and per share data) | |||||||
Three Months Ended |
Years Ended | ||||||
December 31, |
December 31, | ||||||
2016 |
2015 |
2016 |
2015 | ||||
REVENUE |
|||||||
Natural gas operations |
$ 27,251 |
$ 26,575 |
$ 87,464 |
$ 103,978 | |||
Marketing and production |
3,495 |
2,923 |
11,977 |
8,383 | |||
Total revenue |
30,746 |
29,498 |
99,441 |
112,361 | |||
COST OF SALES |
|||||||
Natural gas purchased |
14,602 |
14,492 |
45,812 |
60,502 | |||
Marketing and production |
2,974 |
2,751 |
10,705 |
7,650 | |||
Total cost of sales |
17,576 |
17,243 |
56,517 |
68,152 | |||
GROSS MARGIN |
13,170 |
12,255 |
42,924 |
44,209 | |||
OPERATING EXPENSES |
|||||||
Distribution, general, and administrative |
7,343 |
7,131 |
27,338 |
26,104 | |||
Maintenance |
269 |
551 |
984 |
1,422 | |||
Depreciation, amortization and accretion |
2,053 |
1,909 |
8,034 |
7,257 | |||
Taxes other than income |
964 |
1,096 |
4,006 |
4,119 | |||
Provision for doubtful accounts |
83 |
144 |
182 |
278 | |||
Contingent consideration gain |
- |
- |
(672) |
(75) | |||
Total operating expenses |
10,712 |
10,831 |
39,872 |
39,105 | |||
OPERATING INCOME |
2,458 |
1,424 |
3,052 |
5,104 | |||
Other income (loss), net |
83 |
416 |
(65) |
86 | |||
Interest expense |
(856) |
(1,037) |
(3,169) |
(3,604) | |||
Income (loss) before income taxes |
1,685 |
803 |
(182) |
1,586 | |||
Income tax (expense) benefit |
(365) |
(74) |
707 |
(417) | |||
INCOME FROM CONTINUING OPERATIONS |
1,320 |
729 |
525 |
1,169 | |||
Discontinued operations, net of income taxes |
(5) |
(526) |
(12) |
3,519 | |||
NET INCOME |
$ 1,315 |
$ 203 |
$ 513 |
$ 4,688 | |||
Basic weighted shares outstanding |
10,518,062 |
10,504,319 |
10,510,644 |
10,496,979 | |||
Dilutive effect of restricted stock awards |
733 |
1,476 |
623 |
1,476 | |||
Diluted weighted shares outstanding |
10,518,795 |
10,505,795 |
10,511,267 |
10,498,455 | |||
BASIC & DILUTED EARNINGS PER SHARE: |
|||||||
Continuing operations |
$ 0.13 |
$ 0.07 |
$ 0.05 |
$ 0.11 | |||
Discontinued operations |
- |
(0.05) |
- |
0.34 | |||
Net income per share |
$ 0.13 |
$ 0.02 |
$ 0.05 |
$ 0.45 | |||
Weighted average dividends declared per common share |
$ 0.075 |
$ 0.270 |
$ 0.300 |
$ 0.540 |
Gas Natural Inc. and Subsidiaries | |||
Consolidated Balance Sheets | |||
(in thousands) | |||
December 31, |
December 31, | ||
2016 |
2015 | ||
ASSETS |
|||
CURRENT ASSETS |
|||
Cash and cash equivalents |
$ 6,463 |
$ 2,728 | |
Accounts receivable, less allowance for doubtful accounts of $385 and $506, respectively |
11,093 |
10,823 | |
Unbilled gas |
7,256 |
6,995 | |
Inventory |
|||
Natural gas |
3,380 |
4,063 | |
Materials and supplies |
2,065 |
2,271 | |
Regulatory assets, current |
3,131 |
2,469 | |
Other current assets |
2,423 |
2,174 | |
Total current assets |
35,811 |
31,523 | |
PROPERTY, PLANT, & EQUIPMENT, NET |
139,691 |
142,416 | |
OTHER ASSETS |
|||
Regulatory assets, non-current |
1,032 |
1,523 | |
Goodwill |
15,872 |
15,872 | |
Customer relationships, net of amortization |
2,322 |
2,625 | |
Restricted cash |
- |
1,898 | |
Other non-current assets |
2,696 |
1,530 | |
Total other assets |
21,922 |
23,448 | |
TOTAL ASSETS |
$ 197,424 |
$ 197,387 |
Gas Natural Inc. and Subsidiaries | |||
Consolidated Balance Sheets | |||
(in thousands, except share and per share data) | |||
December 31, |
December 31, | ||
2016 |
2015 | ||
LIABILITIES AND CAPITALIZATION |
|||
CURRENT LIABILITIES |
|||
Line of credit |
$ 13,450 |
$ 15,750 | |
Accounts payable |
10,055 |
8,976 | |
Notes payable, current portion |
- |
5,012 | |
Note payable to related party |
- |
1,980 | |
Accrued liabilities |
8,265 |
6,873 | |
Regulatory liability, current |
- |
487 | |
Build-to-suit liability |
- |
2,041 | |
Capital lease liability |
3,618 |
2,876 | |
Other current liabilities |
1,097 |
1,467 | |
Total current liabilities |
36,485 |
45,462 | |
LONG-TERM LIABILITIES |
|||
Deferred tax liability |
11,280 |
12,295 | |
Regulatory liability, non-current |
1,417 |
1,251 | |
Capital lease liability, non-current |
2,780 |
5,177 | |
Other long-term liabilities |
3,113 |
3,286 | |
Total long-term liabilities |
18,590 |
22,009 | |
NOTES PAYABLE, less current portion |
49,392 |
34,427 | |
COMMITMENTS AND CONTINGENCIES |
|||
STOCKHOLDERS' EQUITY |
|||
Preferred stock; $0.15 par value; 1,500,000 shares authorized, |
- |
- | |
Common stock; $0.15 par value; Authorized: 30,000,000 shares; |
1,578 |
1,575 | |
Capital in excess of par value |
64,092 |
63,985 | |
Retained earnings |
27,287 |
29,929 | |
Total stockholders' equity |
92,957 |
95,489 | |
TOTAL CAPITALIZATION |
142,349 |
129,916 | |
TOTAL LIABILITIES AND CAPITALIZATION |
$ 197,424 |
$ 197,387 |
Gas Natural Inc. and Subsidiaries | |||
Consolidated Statements of Cash Flows | |||
(in thousands) | |||
Years Ended December 31, | |||
2016 |
2015 | ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|||
Net income |
$ 513 |
$ 4,688 | |
Less (loss) incomefrom discontinued operations |
(12) |
3,519 | |
Incomefrom continuing operations |
525 |
1,169 | |
Adjustments to reconcile incomefrom continuing operations to net cash provided by operating activities: |
|||
Depreciation and amortization |
8,034 |
7,236 | |
Accretion |
- |
21 | |
Amortization of debt issuance costs |
487 |
656 | |
Provision for doubtful accounts |
182 |
278 | |
Amortization of deferred loss on sale-leaseback |
1,015 |
358 | |
Stock based compensation |
107 |
161 | |
Loss (gain) on sale of assets |
589 |
(118) | |
Unrealized holding gain on contingent consideration |
(672) |
(75) | |
Change in fair value of derivative financial instruments |
(193) |
(96) | |
Deferred income taxes |
(702) |
2,150 | |
Changes in assets and liabilities: |
|||
Accounts receivable, including related parties |
(451) |
1,293 | |
Unbilled gas |
(261) |
658 | |
Natural gas inventory |
683 |
1,239 | |
Accounts payable, including related parties |
1,271 |
(4,665) | |
Regulatory assets and liabilities |
(1,148) |
(1,283) | |
Other assets |
427 |
(680) | |
Other liabilities |
1,472 |
1,122 | |
Net cash provided by operating activities of continuing operations |
11,365 |
9,424 | |
CASH FLOWS FROM INVESTING ACTIVITIES |
|||
Capital expenditures |
(7,525) |
(9,567) | |
Proceeds from sale of fixed assets |
25 |
4,054 | |
Proceeds from note receivable |
- |
92 | |
Customer advances for construction |
78 |
33 | |
Contributions in aid of construction |
1,351 |
1,193 | |
Net cash used in investing activities of continuing operations |
(6,071) |
(4,195) | |
CASH FLOWS FROM FINANCING ACTIVITIES |
|||
Proceeds from lines of credit |
24,750 |
14,150 | |
Repayments of lines of credit |
(27,050) |
(27,161) | |
Proceeds from notes payable, including related parties |
53,993 |
8,000 | |
Repayments of notes payable, including related parties |
(45,715) |
(6,542) | |
Payments of capital lease obligations |
(3,328) |
(1,845) | |
Debt issuance costs paid |
(1,990) |
(235) | |
Restricted cash - debt service fund |
948 |
- | |
Dividends paid |
(3,155) |
(5,670) | |
Net cash used in financing activities of continuing operations |
(1,547) |
(19,303) | |
DISCONTINUED OPERATIONS |
|||
Operating cash flows |
(12) |
845 | |
Investing cash flows |
- |
14,371 | |
Net cash (used in) provided by discontinued operations |
(12) |
15,216 | |
NET INCREASE IN CASH AND CASH EQUIVALENTS |
3,735 |
1,142 | |
Cash and cash equivalents, beginning of period |
2,728 |
1,586 | |
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ 6,463 |
$ 2,728 |
Gas Natural Inc. and Subsidiaries Natural Gas Operations | ||||||||
Utility Throughput |
||||||||
Three Months Ended December 31, |
Years Ended December 31, | |||||||
(in million cubic feet (MMcf)) |
2016 |
2015 |
2016 |
2015 | ||||
Full service distribution: |
||||||||
Energy West Montana (MT) |
1,064 |
1,037 |
3,080 |
3,076 | ||||
Frontier Natural Gas (NC) |
288 |
258 |
1,014 |
926 | ||||
Bangor Gas (ME) |
530 |
473 |
1,528 |
1,727 | ||||
Ohio Companies (OH) |
1,163 |
968 |
3,419 |
3,560 | ||||
Public Gas (KY) |
- |
19 |
- |
111 | ||||
Total full service distribution |
3,045 |
2,755 |
9,041 |
9,400 | ||||
Transportation |
2,812 |
2,504 |
11,377 |
10,610 | ||||
Bucksport |
5 |
60 |
139 |
597 | ||||
Total volumes |
5,862 |
5,319 |
20,557 |
20,607 |
Heating Degree Days |
||||||||||
Three Months Ended |
Percent Colder (Warmer) | |||||||||
December 31, |
2016 Compared to | |||||||||
Normal |
2016 |
2015 |
Normal |
2015 | ||||||
Great Falls, MT |
2,570 |
2,872 |
2,683 |
11.75% |
7.04% | |||||
Bangor, ME |
2,526 |
2,564 |
2,321 |
1.50% |
10.47% | |||||
Elkin, NC |
1,469 |
1,435 |
1,174 |
(2.31%) |
22.23% | |||||
Lancaster, OH |
2,402 |
1,853 |
1,462 |
(22.86%) |
26.74% | |||||
Total Weighted Average |
2,443 |
2,361 |
2,088 |
(3.36%) |
13.07% | |||||
Years Ended |
Percent Colder (Warmer) | |||||||||
December 31, |
2016 Compared to | |||||||||
Normal |
2016 |
2015 |
Normal |
2015 | ||||||
Great Falls, MT |
6,929 |
7,049 |
6,916 |
1.73% |
1.92% | |||||
Bangor, ME |
7,483 |
7,174 |
8,058 |
(4.13%) |
(10.97%) | |||||
Elkin, NC |
3,837 |
4,029 |
3,831 |
5.00% |
5.17% | |||||
Lancaster, OH |
5,889 |
5,053 |
5,281 |
(14.20%) |
(4.32%) | |||||
Total Weighted Average |
6,403 |
6,101 |
6,211 |
(4.72%) |
(1.77%) |
Gas Natural Inc. and Subsidiaries
| |||||||
(in thousands, except per share data) |
Three Months Ended |
Years Ended | |||||
December 31, |
December 31, | ||||||
2016 |
2015 |
2016 |
2015 | ||||
GAAP net income |
$ 1,315 |
$ 203 |
$ 513 |
$ 4,688 | |||
Add back, pre-tax: |
|||||||
Non-recurring legal, professional and settlement costs |
1,251 |
484 |
4,242 |
2,498 | |||
Non-recurring regulatory and other expenses |
- |
- |
- |
1,111 | |||
Gain on cancellation of contingent consideration liability |
- |
- |
(672) |
- | |||
Loss on disposal of assets |
50 |
(468) |
581 |
335 | |||
Tax effect of non-GAAP continuing operations items(1) |
(470) |
152 |
(1,515) |
(1,502) | |||
Discontinued operations |
5 |
526 |
12 |
(3,519) | |||
Non-GAAP Adjusted net income(2) |
$ 2,151 |
$ 897 |
$ 3,161 |
$ 3,611 | |||
Non-GAAP Adjusted net income per diluted share(2) |
$ 0.20 |
$0.09 |
$ 0.30 |
$ 0.34 |
(1) |
Applies an effective tax rate of 36.1%, 37.2%, 36.5% and 38.1% to the non-GAAP pre-tax adjustments for the periods presented above, respectively, consistent with the actual effective tax rates for those periods excluding nonrecurring tax items. |
(2) |
Non-GAAP Financial Measures: |
The Company believes that, when used in conjunction with GAAP measures, Adjusted Net Income and Adjusted EBITDA, or earnings before interest, taxes, depreciation, amortization, accretion, non-recurring charges and discontinued operations, which are non-GAAP measures, allow investors to view its performance in a manner similar to the methods used by management and provides additional insight into its operating results. Adjusted Net Income and Adjusted EBITDA are not calculated through the application of GAAP and are not the required form of disclosure by the Securities and Exchange Commission. As such, these measures should not be considered as a substitute for the GAAP measure of net income and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. The use of any non-GAAP measure may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies. |
Gas Natural Inc. and Subsidiaries | |||||||
(in thousands) |
Three Months Ended |
Years Ended | |||||
December 31, |
December 31, | ||||||
2016 |
2015 |
2016 |
2015 | ||||
GAAP net income |
$ 1,315 |
$ 203 |
$ 513 |
$ 4,688 | |||
Add back: |
|||||||
Net interest expense |
856 |
1,037 |
3,169 |
3,604 | |||
Income tax (benefit) expense |
365 |
74 |
(707) |
417 | |||
Depreciation, amortization and accretion |
2,053 |
1,909 |
8,034 |
7,257 | |||
Non-recurring legal, professional and settlement costs |
1,251 |
484 |
4,242 |
2,498 | |||
Non-recurring regulatory and other expenses |
- |
- |
- |
1,111 | |||
Gain on cancellation of contingent consideration liability |
- |
- |
(672) |
- | |||
Loss (gain) on disposal of assets |
50 |
(468) |
581 |
335 | |||
Discontinued operations |
5 |
526 |
12 |
(3,519) | |||
Non-GAAP Adjusted EBITDA(2) |
$ 5,895 |
$ 3,765 |
$ 15,172 |
$ 16,391 |
(2) |
Non-GAAP Financial Measures: |
The Company believes that, when used in conjunction with GAAP measures, Adjusted Net Income and Adjusted EBITDA, or earnings before interest, taxes, depreciation, amortization, accretion, non-recurring charges and discontinued operations, which are non-GAAP measures, allow investors to view its performance in a manner similar to the methods used by management and provide additional insight into its operating results. Adjusted Net Income and Adjusted EBITDA are not calculated through the application of GAAP and are not the required form of disclosure by the Securities and Exchange Commission. As such, these measures should not be considered as a substitute for the GAAP measure of net income and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. The use of any non-GAAP measure may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies. |
SOURCE Gas Natural Inc.
CLEVELAND, March 1, 2017 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,600 customers in four states, announced that its Board of Directors has declared a dividend of $0.075 per share to shareholders of record as of March 15, 2017. The dividend will be payable on March 29, 2017. Gas Natural has approximately 10.5 million shares of its common stock outstanding.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,600 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include intrastate pipeline, natural gas production and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Gas Natural Inc. regularly posts information on its website at www.egas.net.
For more information, contact:
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, Dec. 28, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) ("Gas Natural" or the "Company"), a holding company operating local natural gas utilities serving approximately 68,600 customers in four states, today announced that, based on votes cast at the Company's special meeting of shareholders held earlier today, Gas Natural's shareholders voted to approve the Company's previously announced plan to merge with FR Bison Merger Sub, Inc., an indirect wholly-owned subsidiary of First Reserve Energy Infrastructure Fund II, L.P ("First Reserve"), a leading global private equity and infrastructure investment firm exclusively focused on energy. Over 73.0% percent of the outstanding shares voted, with 98.2% percent approving the proposed merger.
"We are pleased with the result of the vote as it overwhelmingly demonstrates the strong support for the transaction by our shareholders," said Gregory J. Osborne, Gas Natural's President and Chief Executive Officer. "We have achieved a major milestone toward completing the merger with First Reserve. With shareholder support, we can move forward and seek regulatory approvals. The result of the vote demonstrates shareholder confidence in the strength of the franchise to serve our customers' needs and to grow the business. I would like to thank Gas Natural Inc. shareholders and employees for their support throughout the process."
Under the terms of the merger agreement with First Reserve, Gas Natural shareholders will receive $13.10 for each share of Gas Natural common stock that they own.
Gas Natural and First Reserve continue to expect to complete the transaction in the second half of 2017, subject to the satisfaction of the remaining customary closing conditions, including the approval of the Maine Public Utilities Commission, the Montana Public Service Commission, the North Carolina Utilities Commission and the Public Utility Commission of Ohio.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,600 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include intrastate pipeline, natural gas production and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Gas Natural Inc. regularly posts information on its website at www.egas.net.
About First Reserve
First Reserve is a leading global private equity and infrastructure investment firm exclusively focused on energy. With over 30 years of industry insight, investment expertise and operational excellence, First Reserve has cultivated an enduring network of global relationships and raised approximately USD $31 billion of aggregate capital since inception. Putting these to work, First Reserve has completed approximately 600 transactions (including platform investments and add-on acquisitions), creating several notable energy companies throughout First Reserve's history. Its portfolio companies operate on six continents, spanning the energy spectrum from upstream oil and gas to midstream and downstream, including resources, equipment and services and infrastructure. For more information, please visit www.firstreserve.com.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable, and to take advantage of, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects" "intends," "plans," "predicts," "believes," "may," "will" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to complete the proposed transaction; any event, change or circumstance that might give rise to the termination of the merger agreement; the effect of the announcement of the proposed transaction on the Company's relationships with its customers, operating results and business generally; the risk that the proposed transaction will not be consummated in a timely manner; the failure to receive, on a timely basis or otherwise, approval of the merger, and the other transactions contemplated by the merger agreement, by the Company's shareholders or the approval of government or regulatory agencies with regard to the merger; the failure of one or more conditions to the closing of the merger to be satisfied; risks arising from the merger's diversion of management's attention from our ongoing business operations; risks that the Company's stock price may decline significantly if the merger is not completed; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission (the "SEC"); and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Additional factors that may affect the future results of the Company are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015 and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC's website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof.
For more information, contact | |
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, Nov. 30, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,600 customers in four states, announced that its Board of Directors has declared a dividend of $0.075 per share to shareholders of record as of December 16, 2016. The dividend will be payable on December 30, 2016. Gas Natural has approximately 10.5 million shares of its common stock outstanding.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,600 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include intrastate pipeline, natural gas production and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in underserved markets. Gas Natural Inc. regularly posts information on its website at www.egas.net.
For more information, contact:
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, Nov. 23, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) ("Gas Natural" or the "Company"), a holding company operating local natural gas utilities serving approximately 68,600 customers in four states, today announced the expiration of the 42-day "go-shop" period pursuant to the terms of the previously announced definitive merger agreement under which First Reserve agreed to acquire all of the outstanding shares of Gas Natural common stock for $13.10 per share in cash (the "Merger Agreement").
Pursuant to the terms of the Merger Agreement, beginning on October 10, 2016, and ending at 11:59 p.m. Eastern Time on November 22, 2016, Gas Natural and its authorized representatives, under the direction of Gas Natural's board of directors, were permitted to actively initiate, solicit, and encourage, and to enter into negotiations and discussions with parties that offered, alternative proposals to acquire Gas Natural.
During the "go-shop" period, representatives of Janney Montgomery Scott LLC ("Janney"), financial advisor to the Company's board, began the go-shop process by contacting a total of 78 potential acquirers, comprised of 62 strategic parties and 16 financial parties, which resulted in six parties negotiating and entering into confidentiality agreements with the Company. None of the parties that signed a confidentiality agreement during the "go-shop" period was interested in pursuing an alternative transaction, as Gas Natural did not receive any binding proposals.
Starting at 12:00 a.m. Eastern Time on November 23, 2016, Gas Natural became subject to customary "no shop" provisions contained in the Merger Agreement that limit its and its representatives' ability to solicit alternative acquisition proposals from third parties or to provide confidential information to third parties, subject to customary "fiduciary out" provisions.
Gas Natural and First Reserve expect to complete the transaction in the second half of 2017, subject to the satisfaction of customary closing conditions, including the approval of the Maine Public Utilities Commission, the Montana Public Service Commission, the North Carolina Utilities Commission, the Public Utility Commission of Ohio and Gas Natural's shareholders, and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Janney is serving as exclusive financial advisor to the Company and provided a fairness opinion to the Company's board of directors. Kohrman Jackson & Krantz LLP is serving as legal counsel to the Company in connection with the pending transaction.
Lazard Frères & Co. LLC is serving as exclusive financial advisor and Simpson Thacher & Bartlett LLP is serving as legal counsel to First Reserve in connection with the pending transaction.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,600 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include intrastate pipeline, natural gas production and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Gas Natural Inc. regularly posts information on its website at www.egas.net.
About First Reserve
First Reserve is a leading global private equity and infrastructure investment firm exclusively focused on energy. With over 30 years of industry insight, investment expertise and operational excellence, the Firm has cultivated an enduring network of global relationships and raised approximately USD $31 billion of aggregate capital since inception. Putting these to work, First Reserve has completed approximately 600 transactions (including platform investments and add-on acquisitions), creating several notable energy companies throughout the Firm's history. Its portfolio companies operate on six continents, spanning the energy spectrum from upstream oil and gas to midstream and downstream, including resources, equipment and services and infrastructure. For more information, please visit www.firstreserve.com.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable, and to take advantage of, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects" "intends," "plans," "predicts," "believes," "may," "will" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to complete the proposed transaction; any event, change or circumstance that might give rise to the termination of the merger agreement; the effect of the announcement of the proposed transaction on the Company's relationships with its customers, operating results and business generally; the risk that the proposed transaction will not be consummated in a timely manner; the failure to receive, on a timely basis or otherwise, approval of the merger, and the other transactions contemplated by the merger agreement, by the Company's shareholders or the approval of government or regulatory agencies with regard to the merger; the failure of one or more conditions to the closing of the merger to be satisfied; risks arising from the merger's diversion of management's attention from our ongoing business operations; risks that the Company's stock price may decline significantly if the merger is not completed; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission (the "SEC"); and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Additional factors that may affect the future results of the Company are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015 and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC's website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof.
Additional Information and Where to find It:
This communication may be deemed to be solicitation material in respect of the merger of the Company and a subsidiary of First Reserve. In connection with the merger, the Company filed a preliminary proxy statement with the SEC on November 9, 2016, that contains important information about the proposed transaction and related matters. The Company intends to file additional relevant materials with the SEC, including a proxy statement in definitive form and will deliver a copy of the proxy statement to its shareholders. Investors are urged to read the preliminary proxy statement and the definitive proxy statement and other relevant documents carefully and in their entirety when they become available because they will contain important information about the merger and related matters. Investors may obtain a free copy of these materials (when they are available) and other documents filed by the Company with the SEC at the SEC's website at www.sec.gov, at the Company's website at www.egas.net or by writing to the Company's Corporate Secretary at Gas Natural Inc., 1375 East 9th St., Suite 3100, Cleveland, Ohio 44114, or by calling the Company's Corporate Secretary at (216) 202-1509.
Security holders also may read and copy any reports, statements and other information filed by the Company with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Participants in The Solicitation
The Company and its directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding the Company's directors and executive officers is available in the Company's proxy statement filed with the SEC on June 20, 2016 in connection with its 2016 annual meeting of shareholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
For more information, contact
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, Nov. 9, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,600 customers in four states, reported financial results for the third quarter ended September 30, 2016. Results for the third quarter and first nine months of 2016 do not include the results of the Kentucky and Pennsylvania utilities which were divested in the fourth quarter of 2015 ("Divestitures").
Third Quarter 2016 Summary
Mr. Gregory J. Osborne, Gas Natural's President and Chief Executive Officer, commented, "With much of the costs and distractions of our prior legal and regulatory matters behind us, we can now more acutely focus on improving our cost structure and growing our operations. As recently announced, early in the fourth quarter we completed the refinancing of our debt that was supported by our new organizational structure. Closure of those initiatives positions us well to accelerate our progress as we strive to achieve our vision of becoming a premier natural gas company recognized as a benchmark in our industry."
He added, "We are working diligently through the merger process with First Reserve, announced in early October, as we endeavor for a seamless process that will prove favorable for our customers, employees, regulators and shareholders."
Third Quarter and Year-to-date 2016 Operations Review
Three Months Ended |
Nine Months Ended | |||||||
(in thousands) |
September 30, |
September 30, | ||||||
2016 |
2015 |
2016 |
2015 | |||||
Revenue by segment: |
||||||||
Natural Gas Operations |
$ 10,543 |
$ 11,355 |
$ 60,213 |
$ 77,403 | ||||
Marketing & Production |
2,812 |
1,729 |
8,482 |
5,460 | ||||
Consolidated |
$ 13,355 |
$ 13,084 |
$ 68,695 |
$ 82,863 |
Revenue for the 2016 third quarter increased approximately 2% over the prior-year quarter. The increase was driven by higher sales in Marketing & Production to the Company's former Wyoming operations which were divested in the third quarter of 2015. Previously, such sales were recorded as intercompany and eliminated from consolidated revenue. The Natural Gas Operations segment, despite modestly higher volume, realized lower natural gas prices as well as $0.1 million less revenue from the Divestitures.
Revenue for the first nine months of 2016 was down approximately 17% compared with the prior-year period. The increase in Marketing & Production was for the same reason as described above for the quarter. This was more than offset by the Natural Gas Operations segment that was impacted by lower volume due to warmer weather, lower gas prices, and a $1.4 million reduction from the Divestitures.
Changes in Gross Margin (in thousands) |
Three Months |
Nine Months | |
September 30, 2016 | |||
2015 Gross Margin |
$ 6,815 |
$ 31,954 | |
Utilities sold |
85 |
(420) | |
Weather and other volume changes |
13 |
(1,963) | |
Impact of paper mill closures |
(626) |
(1,701) | |
Gas cost adjustment |
- |
693 | |
New utility customers |
311 |
1,001 | |
Natural Gas Operations change |
(217) |
(2,390) | |
New marketing customers |
30 |
299 | |
Pricing and other |
(52) |
(109) | |
Marketing & Production change |
(22) |
190 | |
Consolidated gross margin change |
(239) |
(2,200) | |
2016 Gross Margin |
$ 6,576 |
$ 29,754 |
Gross margin for the third quarter of 2016 decreased 4% compared with the prior-year period primarily due to the impact of paper mill closures in Maine, partially offset by increased full service distribution throughput to new customers. Customer count grew by approximately 400 in the quarter to 68,600, compared with the end of the second quarter of 2016.
Gross margin for the first nine months of 2016 decreased 7% compared with the prior-year period. The decrease was primarily the result of warmer weather in each of the Company's markets, the impact of closed paper mills in Maine, and the Divestitures, partially offset by new customers and the effect of a gas cost adjustment recorded last year.
Three Months Ended |
Nine Months Ended | |||||||
(in thousands) |
September 30, |
September 30, | ||||||
2016 |
2015 |
2016 |
2015 | |||||
Operating (loss) income by segment: |
||||||||
Natural Gas Operations |
$ (2,095) |
$ (2,128) |
$ 2,687 |
$ 5,995 | ||||
Marketing & Production |
(106) |
(68) |
870 |
(36) | ||||
Corporate & Other |
(721) |
(450) |
(2,963) |
(2,279) | ||||
Consolidated |
$ (2,922) |
$ (2,646) |
$ 594 |
$ 3,680 | ||||
Non-GAAP Adjusted EBITDA* |
$ (8) |
$ 460 |
$ 9,277 |
$ 12,627 |
*See the attached tables for important disclosures regarding the Company's use of earnings before interest, taxes, depreciation, amortization, accretion, atypical expenses and discontinued operations ("Adjusted EBITDA") as well as reconciliations of U.S. generally accepted accounting principles ("GAAP") net (loss) income to non-GAAP Adjusted EBITDA for the 2016 and 2015 third quarter and year-to-date periods. |
For the third quarter of 2016, the operating loss was $0.3 million greater than the prior-year's loss, primarily due to lower gross margin. Comparing the year-to-date periods, 2016 operating income was $3.1 million lower than 2015 on lower gross margin and higher operating expenses.
Within the Natural Gas Operations segment, operating expenses for the quarter decreased $0.3 million as legal and professional expenses were down $0.4 million and $0.2 million of expenses were eliminated with the Divestitures. Those reductions were partially offset by increased investments in information technology.
On a year-to-date basis, the Natural Gas Operations' operating expenses were $0.9 million higher than the prior year, primarily due to increases in personnel costs and investments in information technology, partially offset by $0.9 million of expenses being eliminated with the Divestitures. The Marketing & Production segment comparison benefited from the favorable settlement of a legal matter in the 2016 second quarter. Litigation, settlement and proxy contest costs drove increased expenses within the Corporate & Other segment.
Adjusted EBITDA, a non-GAAP financial measure, was down about $0.5 million due to lower gross margin in the 2016 third quarter and higher atypical expenses in last year's third quarter. On a year-to-date basis, Adjusted EBITDA was unfavorably impacted by lower gross margin and higher information technology costs as well as differences in atypical items. The Company believes that, when used in conjunction with measures prepared in accordance with GAAP, Adjusted EBITDA, which is a non-GAAP measure, helps in the understanding of its financial performance.
Other income (loss), net increased by $0.2 million in the quarter due to recognition in last-year's quarter of a $0.4 million loss related to the sale of a building.
Compared with the prior-year quarter, the income tax benefit increased by $0.5 million to $1.8 million. Excluding discreet items, the effective tax rates were 36.2% and 36.4% for the 2016 and 2015 third quarters, respectively. Excluding discreet items for the nine month year-to-date periods, the effective tax rates were 31.5% and 37.6% for 2016 and 2015, respectively. The improvements in the 2016 periods resulted from the benefit of an R&D tax credit and a favorable change in the Company's blended state tax rate.
Balance Sheet and Cash Management
Cash and cash equivalents as of September 30, 2016 grew to $3.8 million from $2.7 million at December 31, 2015.
Cash provided by operating activities in the 2016 first nine months was $10.5 million compared with $12.2 million in the 2015 period, with the decrease primarily due to lower income from continuing operations and lower working capital requirements related to the lower price of natural gas.
Capital expenditures for the first nine months of 2016 were $5.8 million compared with $8.3 million in the prior-year period. 2016 capital expenditures included approximately $1.9 million for the Company's ERP system that were not financed under a lease agreement. Remaining capital expenditures for 2016 are expected to be approximately $1.3 million. The majority of capital is focused on growth of the Company's Natural Gas Operations segment, including construction activities to support expansion, maintenance and enhancements of its gas pipeline systems.
Cash used in financing activities was $4.7 million in the 2016 first nine months compared with $18.0 million in the prior year period. Debt repayment was the primary use of cash in both periods.
Webcast and Conference Call
Gas Natural will host a conference call and live webcast on Wednesday, November 9, 2016 at 1:30 p.m. Eastern Time. During the conference call and webcast, management will review the financial and operating results for the 2016 third quarter and discuss Gas Natural's corporate strategies and outlook. A question-and-answer session will follow. The teleconference can be accessed by calling (201) 493-6725. The webcast can be monitored on the Company's website at investor.egas.net.
A telephonic replay will be available from 4:30 p.m. Eastern Time on the day of the teleconference through Wednesday, November 16, 2016. To listen to a replay of the call, dial (412) 317-6671 and enter the conference ID number 13647842. An archive of the webcast will be available on the Company's website at investor.egas.net/past events and will include a transcript, once available.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,600 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include intrastate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under-served markets. Further information is available on the Company's website at www.egas.net.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to consummate the corporate reorganization and debt refinancing on terms that are acceptable to the Company, or at all; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make or increase dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
For more information, contact: | |
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
FINANCIAL TABLES FOLLOW.
Gas Natural Inc. and Subsidiaries |
||||||||||
Condensed Consolidated Statements of Operations (Unaudited) |
||||||||||
(in thousands, except share and per share data) |
||||||||||
Three Months Ended |
Nine Months Ended |
|||||||||
September 30, |
September 30, |
|||||||||
2016 |
2015 |
2016 |
2015 | |||||||
REVENUE |
||||||||||
Natural gas operations |
$ 10,543 |
$ 11,355 |
$ 60,213 |
$ 77,403 | ||||||
Marketing and production |
2,812 |
1,729 |
8,482 |
5,460 | ||||||
Total revenue |
13,355 |
13,084 |
68,695 |
82,863 | ||||||
COST OF SALES |
||||||||||
Natural gas purchased |
4,019 |
4,614 |
31,210 |
46,010 | ||||||
Marketing and production |
2,760 |
1,655 |
7,731 |
4,899 | ||||||
Total cost of sales |
6,779 |
6,269 |
38,941 |
50,909 | ||||||
GROSS MARGIN |
6,576 |
6,815 |
29,754 |
31,954 | ||||||
OPERATING EXPENSES |
||||||||||
Distribution, general, and administrative |
6,227 |
6,365 |
19,323 |
18,898 | ||||||
Maintenance |
211 |
256 |
715 |
871 | ||||||
Depreciation, amortization and accretion |
2,014 |
1,790 |
5,981 |
5,348 | ||||||
Taxes other than income |
1,024 |
1,015 |
3,042 |
3,023 | ||||||
Provision for doubtful accounts |
22 |
35 |
99 |
134 | ||||||
Total operating expenses |
9,498 |
9,461 |
29,160 |
28,274 | ||||||
OPERATING (LOSS) INCOME |
(2,922) |
(2,646) |
594 |
3,680 | ||||||
Other income (loss), net |
116 |
(118) |
(148) |
(330) | ||||||
Interest expense |
(798) |
(812) |
(2,313) |
(2,567) | ||||||
(Loss) income before income taxes |
(3,604) |
(3,576) |
(1,867) |
783 | ||||||
Income tax (benefit) expense |
(1,778) |
(1,312) |
(1,072) |
343 | ||||||
(LOSS) INCOME FROM CONTINUING OPERATIONS |
(1,826) |
(2,264) |
(795) |
440 | ||||||
Discontinued operations, net of income taxes |
2 |
3,395 |
(7) |
4,045 | ||||||
NET (LOSS) INCOME |
$ (1,824) |
$ 1,131 |
$ (802) |
$ 4,485 | ||||||
Basic weighted shares outstanding |
10,512,680 |
10,494,130 |
10,508,154 |
10,490,736 | ||||||
Dilutive effect of restricted stock awards |
- |
1,134 |
- |
1,173 | ||||||
Diluted weighted shares outstanding |
10,512,680 |
10,495,264 |
10,508,154 |
10,491,909 | ||||||
BASIC & DILUTED (LOSS) EARNINGS PER SHARE: |
||||||||||
Continuing operations |
$ (0.17) |
$ (0.22) |
$ (0.08) |
$ 0.04 | ||||||
Discontinued operations |
- |
0.32 |
- |
0.39 | ||||||
Net (loss) income per share |
$ (0.17) |
$ 0.10 |
$ (0.08) |
$ 0.43 | ||||||
Dividends declared per common share |
$ 0.075 |
$ 0.135 |
$ 0.225 |
$ 0.270 |
Gas Natural Inc. and Subsidiaries | |||
Condensed Consolidated Balance Sheets (Unaudited) | |||
(in thousands) | |||
September 30, |
December 31, | ||
2016 |
2015 | ||
ASSETS |
|||
CURRENT ASSETS |
|||
Cash and cash equivalents |
$ 3,833 |
$ 2,728 | |
Accounts receivable, less allowance for doubtful accounts of $396 and $506, respectively |
5,436 |
10,635 | |
Accounts receivable due from related parties |
14 |
188 | |
Unbilled gas |
1,991 |
6,995 | |
Inventory |
|||
Natural gas |
5,266 |
4,063 | |
Materials and supplies |
2,224 |
2,271 | |
Regulatory assets, current |
2,340 |
2,469 | |
Restricted cash |
948 |
- | |
Other current assets |
3,228 |
2,174 | |
Total current assets |
25,280 |
31,523 | |
PROPERTY, PLANT, & EQUIPMENT, NET |
139,980 |
142,416 | |
OTHER ASSETS |
|||
Regulatory assets, non-current |
1,154 |
1,523 | |
Goodwill |
15,872 |
15,872 | |
Customer relationships, net of amortization |
2,398 |
2,625 | |
Restricted cash |
- |
1,898 | |
Other non-current assets |
1,695 |
1,530 | |
Total other assets |
21,119 |
23,448 | |
TOTAL ASSETS |
$ 186,379 |
$ 197,387 |
Gas Natural Inc. and Subsidiaries | |||
Condensed Consolidated Balance Sheets (Unaudited) | |||
(in thousands, except share and per share data) | |||
September 30, |
December 31, | ||
2016 |
2015 | ||
LIABILITIES AND CAPITALIZATION |
|||
CURRENT LIABILITIES |
|||
Line of credit |
$ 7,086 |
$ 15,750 | |
Accounts payable |
5,015 |
8,784 | |
Accounts payable to related parties |
47 |
192 | |
Notes payable, current portion |
- |
5,012 | |
Note payable to related party |
- |
1,980 | |
Accrued liabilities |
2,211 |
2,560 | |
Accrued liabilities payable to related party |
87 |
170 | |
Regulatory liability, current |
725 |
487 | |
Build-to-suit liability |
- |
2,041 | |
Capital lease liability, current |
3,588 |
2,876 | |
Deferred payment received from levelized billing |
2,811 |
3,107 | |
Other current liabilities |
3,888 |
2,503 | |
Total current liabilities |
25,458 |
45,462 | |
OTHER LIABILITIES |
|||
Deferred tax liability |
10,526 |
12,295 | |
Regulatory liability, non-current |
1,375 |
1,251 | |
Capital lease liability, non-current |
3,643 |
5,177 | |
Other long-term liabilities |
3,126 |
3,286 | |
Total other liabilities |
18,670 |
22,009 | |
NOTES PAYABLE, less current portion |
49,825 |
34,427 | |
COMMITMENTS AND CONTINGENCIES |
|||
STOCKHOLDERS' EQUITY |
|||
Preferred stock; $0.15 par value; 1,500,000 shares authorized, no shares issued or outstanding |
- |
- | |
Common stock; $0.15 par value; Authorized: 30,000,000 shares; Issued and outstanding: 10,515,834 and 10,504,734 shares as of September 30, 2016 and December 31, 2015, respectively |
1,577 |
1,575 | |
Capital in excess of par value |
64,088 |
63,985 | |
Retained earnings |
26,761 |
29,929 | |
Total stockholders' equity |
92,426 |
95,489 | |
TOTAL CAPITALIZATION |
142,251 |
129,916 | |
TOTAL LIABILITIES AND CAPITALIZATION |
$ 186,379 |
$ 197,387 |
Gas Natural Inc. and Subsidiaries | ||||
Condensed Consolidated Statements of Cash Flows (Unaudited) | ||||
(in thousands) | ||||
Nine Months Ended | ||||
2016 |
2015 | |||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||
Net (loss) income |
$ (802) |
$ 4,485 | ||
Less (loss) income from discontinued operations |
(7) |
4,045 | ||
(Loss) income from continuing operations |
(795) |
440 | ||
Adjustments to reconcile (loss) income from continuing operations to net cash provided by operating activities: |
||||
Depreciation and amortization |
5,981 |
5,327 | ||
Accretion |
- |
21 | ||
Amortization of debt issuance costs |
323 |
517 | ||
Provision for doubtful accounts |
99 |
134 | ||
Amortization of deferred loss on sale-leaseback |
733 |
- | ||
Stock based compensation |
104 |
135 | ||
Loss on sale of assets |
548 |
769 | ||
Unrealized holding gain on contingent consideration |
(672) |
(75) | ||
Change in fair value of derivative financial instruments |
(120) |
(120) | ||
Investment tax credit |
(16) |
(16) | ||
Deferred income taxes |
(1,046) |
2,686 | ||
Changes in assets and liabilities: |
||||
Accounts receivable, including related parties |
5,275 |
7,533 | ||
Unbilled gas |
5,004 |
5,361 | ||
Natural gas inventory |
(1,203) |
(432) | ||
Accounts payable, including related parties |
(2,700) |
(7,572) | ||
Regulatory assets and liabilities |
367 |
(961) | ||
Prepayments and other |
(1,393) |
(1,102) | ||
Other assets |
1,039 |
(453) | ||
Other liabilities |
(1,016) |
57 | ||
Net cash provided by operating activities |
10,512 |
12,249 | ||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||
Capital expenditures |
(5,785) |
(8,325) | ||
Proceeds from sale of fixed assets |
2 |
66 | ||
Proceeds from note receivable |
- |
59 | ||
Customer advances for construction |
94 |
33 | ||
Contributions in aid of construction |
960 |
606 | ||
Net cash used in investing activities |
(4,729) |
(7,561) | ||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||
Proceeds from lines of credit |
9,300 |
13,750 | ||
Repayments of lines of credit |
(6,800) |
(26,761) | ||
Repayments of notes payable, including related parties |
(6,886) |
(5,407) | ||
Proceeds from notes payable, including related parties |
4,000 |
5,000 | ||
Repayments of capital lease obligations |
(2,495) |
(1,560) | ||
Debt issuance costs paid |
(213) |
(151) | ||
Dividends paid |
(1,577) |
(2,834) | ||
Net cash used in financing activities |
(4,671) |
(17,963) | ||
DISCONTINUED OPERATIONS |
||||
Operating cash flows |
(7) |
1,288 | ||
Investing cash flows |
- |
14,305 | ||
Net cash (used in) provided by discontinued operations |
(7) |
15,593 | ||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
1,105 |
2,318 | ||
Cash and cash equivalents, beginning of period |
2,728 |
1,586 | ||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$3,833 |
$ 3,904 |
Gas Natural Inc. and Subsidiaries Natural Gas Operations | ||||||||
Utility Throughput |
||||||||
Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||
(in million cubic feet (MMcf)) |
2016 |
2015 |
2016 |
2015 | ||||
Full service distribution: |
||||||||
Energy West Montana (MT) |
253 |
238 |
2,016 |
2,039 | ||||
Frontier Natural Gas (NC) |
153 |
152 |
726 |
668 | ||||
Bangor Gas (ME) |
122 |
124 |
998 |
1,254 | ||||
Ohio Companies (OH) |
302 |
299 |
2,256 |
2,592 | ||||
Public Gas (KY) |
- |
4 |
- |
92 | ||||
Total full service distribution |
830 |
817 |
5,996 |
6,645 | ||||
Transportation |
2,492 |
2,342 |
8,565 |
8,106 | ||||
Bucksport |
60 |
124 |
134 |
537 | ||||
Total volumes |
3,382 |
3,283 |
14,695 |
15,288 |
Heating Degree Days |
||||||||||
Three Months Ended |
Percent Colder (Warmer) | |||||||||
September 30, |
2016 Compared to | |||||||||
Normal |
2016 |
2015 |
Normal |
2015 | ||||||
Great Falls, MT |
225 |
384 |
319 |
70.67% |
20.38% | |||||
Bangor, ME |
222 |
88 |
134 |
(60.36%) |
(34.33%) | |||||
Elkin, NC |
41 |
16 |
48 |
(60.98%) |
(66.67%) | |||||
Ohio weighted average |
114 |
26 |
44 |
(77.19%) |
(40.91%) | |||||
Total Weighted Average |
151 |
204 |
186 |
35.10% |
9.68% | |||||
Nine Months |
Percent Colder (Warmer) | |||||||||
September 30, |
2016 Compared to | |||||||||
Normal |
2016 |
2015 |
Normal |
2015 | ||||||
Great Falls, MT |
4,358 |
4,177 |
4,233 |
(4.15%) |
(1.32%) | |||||
Bangor, ME |
4,957 |
4,536 |
5,737 |
(8.49%) |
(20.93%) | |||||
Elkin, NC |
2,368 |
2,599 |
2,657 |
9.76% |
(2.18%) | |||||
OH weighted average |
3,487 |
3,200 |
3,819 |
(8.23%) |
(16.21%) | |||||
Total Weighted Average |
4,028 |
3,813 |
4,208 |
(5.34%) |
(9.39%) |
Gas Natural Inc. and Subsidiaries Reconciliation of GAAP Net (Loss) Income to Non-GAAP Adjusted Net (Loss) Income(2) (in thousands, except per share data) Three Months Ended NIne Months Ended September 30, September 30, 2016 2015 2016 2015 GAAP net (loss) income $(1,824) $ 1,131 $ (802) $ 4,485 Add back, pre-tax: Non-recurring legal, professional and settlement costs 784 644 2,991 2,014 Non-recurring regulatory and other expenses - 380 - 1,111 Gain on cancellation of contingent consideration liability - - (672) - Loss on disposal of assets - 410 531 804 Tax effect of non-GAAP continuing operations items(1) (284) (525) (898) (1,717) Discontinued operations (2) (3,395) 7 (4,045) Non-GAAP Adjusted net (loss) income(2) $(1,326) $(1,355) $ 1,157 $ 2,652 Non-GAAP Adjusted net (loss) income per diluted share(2) $ (0.13) $ (0.13) $ 0.11 $ 0.25
(1) |
Applies an effective tax rate of 36%, 36%, 32% and 38% to the non-GAAP pre-tax adjustments for the periods presented above, respectively, consistent with the actual effective tax rates for those periods excluding nonrecurring tax items. |
(2) |
Non-GAAP Financial Measures: |
The Company believes that, when used in conjunction with GAAP measures, Adjusted Net (Loss) Income and Adjusted EBITDA, or earnings before interest, taxes, depreciation, amortization, accretion, atypical charges and discontinued operations, which are non-GAAP measures, allow investors to view its performance in a manner similar to the methods used by management and provides additional insight into its operating results. Adjusted Net (Loss) Income and Adjusted EBITDA are not calculated through the application of GAAP and are not the required form of disclosure by the Securities and Exchange Commission. As such, these measures should not be considered as a substitute for the GAAP measure of net income and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. The use of any non-GAAP measure may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies. |
Gas Natural Inc. and Subsidiaries Reconciliation of GAAP Net (Loss) Income to Non-GAAP Adjusted EBITDA(2) | |||||||
(in thousands) |
Three Months Ended |
Nine Months Ended | |||||
September 30, |
September 30, | ||||||
2016 |
2015 |
2016 |
2015 | ||||
GAAP net (loss) income |
$(1,824) |
$ 1,131 |
$ (802) |
$ 4,485 | |||
Add back: |
|||||||
Net interest expense |
798 |
812 |
2,313 |
2,567 | |||
Income tax (benefit) expense |
(1,778) |
(1,312) |
(1,072) |
343 | |||
Depreciation, amortization and accretion |
2,014 |
1,790 |
5,981 |
5,348 | |||
Non-recurring legal, professional and settlement costs |
784 |
644 |
2,991 |
2,014 | |||
Non-recurring regulatory and other expenses |
- |
380 |
- |
1,111 | |||
Gain on cancellation of contingent consideration liability |
- |
- |
(672) |
- | |||
Loss on disposal of assets |
- |
410 |
531 |
804 | |||
Discontinued operations |
(2) |
(3,395) |
7 |
(4,045) | |||
Non-GAAP Adjusted EBITDA(2) |
$ (8) |
$ 460 |
$ 9,277 |
$ 12,627 |
(2) |
Non-GAAP Financial Measures: |
The Company believes that, when used in conjunction with GAAP measures, Adjusted Net (Loss) Income and Adjusted EBITDA, or earnings before interest, taxes, depreciation, amortization, accretion, atypical charges and discontinued operations, which are non-GAAP measures, allow investors to view its performance in a manner similar to the methods used by management and provide additional insight into its operating results. Adjusted Net (Loss) Income and Adjusted EBITDA are not calculated through the application of GAAP and are not the required form of disclosure by the Securities and Exchange Commission. As such, these measures should not be considered as a substitute for the GAAP measure of net income and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. The use of any non-GAAP measure may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies. |
SOURCE Gas Natural Inc.
CLEVELAND, Oct. 26, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, announced today that it will release its third quarter 2016 financial results before the financial markets open on Wednesday, November 9, 2016.
The Company will host a conference call and webcast to review the financial and operating results for the quarter, along with its corporate strategies and outlook. A question-and-answer session will follow.
Third Quarter 2016 Earnings Conference Call
Wednesday, November 9, 2016
1:30 p.m. Eastern Time
Phone: (201) 493-6725
Internet Webcast: www.egas.net
A telephonic replay will be available from 4:30 p.m. ET on the day of the teleconference through Wednesday, November 16, 2016. To listen to a replay of the call, dial (412) 317-6671 and enter the conference ID number 13647842 or access the webcast replay via the Company's website, where a transcript will also be posted once available.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include intrastate pipeline, natural gas production and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in underserved markets. Gas Natural Inc. regularly posts information on its website at www.egas.net.
For more information, contact:
Gas Natural Inc. |
Investor Relations: |
|
James E. Sprague |
Deborah K. Pawlowski or Karen L. Howard | |
Chief Financial Officer |
Kei Advisors LLC |
|
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
|
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, Oct. 19, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) ("Gas Natural" or the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, today announced that it has closed a $92 million debt refinancing following receipt of regulatory approvals to reorganize its utilities within a wholly-owned subsidiary.
James E. Sprague, Chief Financial Officer of Gas Natural, commented, "The completion of the refinancing is a major milestone in our strategy to improve the operational and financial structure of the Company. It provides for greater financial flexibility, access to capital for all of our utilities and simplifies our lending agreements."
The changes to the Company's corporate structure facilitated the financing and provide greater transparency for the regulators of the natural gas utility operations in its four regulatory jurisdictions. A new wholly-owned subsidiary now holds its eight regulated entities, separating them from the Company's non-regulated operations.
The financing consists of two components:
The new financing facilities allowed the Company to retire its debt with Allstate/CUNA, Sun Life and NIL Funding, as well as provide additional capital to support continued execution of its growth strategy.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include intrastate pipeline, natural gas production and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in underserved markets. Gas Natural Inc. regularly posts information on its website at www.egas.net.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable, and to take advantage of, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes," "may," "will" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's he Company's ability to grow its customer base and consummate additional acquisitions; the Company's continued ability to make dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission (the "SEC"); and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based Additional factors that may affect the future results of the Company are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015 and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC's website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof.
For more information, contact | |
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, Oct. 10, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) ("Gas Natural" or the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, today announced the signing of a definitive merger agreement with an energy infrastructure investment fund sponsored by First Reserve, a leading global private equity and infrastructure investment firm focused exclusively on energy.
Under the terms of the agreement, First Reserve has agreed to acquire all of the outstanding shares of Gas Natural common stock for $13.10 per share, for a total enterprise value of approximately $196 million. The purchase price represents an approximate premium of 39% over Gas Natural's 52-week high.
Gregory J. Osborne, Gas Natural's President and Chief Executive Officer, commented, "This agreement validates the strength of our franchise, provides great opportunity for our employees, ensures continuity of management and processes for our regulators, and rewards our shareholders for their commitment. Equally as important, there will not be any change to our organization or operations. In partnering with First Reserve, a long-term investor excited about the opportunity for continued investment, we maintain our strong dedication to providing safe, clean, reliable and affordable energy to our customers and to expanding the number of customers that have access to our responsive, quality service."
Mark Florian, Head of Infrastructure Funds for First Reserve, added, "First Reserve has decades of experience managing energy and utility investments and is excited about the potential of the natural gas distribution sector. We view Gas Natural as an ideal platform for long-term investment in the space given its diversified asset base, strong management team and commitment to its customers. We look forward to continuing to provide capital support to the Company and are excited to add Gas Natural to our portfolio on behalf of our investors."
Transaction, Structure and Advisors
Upon closing of the transaction, shareholders of the Company will receive $13.10 in cash for each share of Gas Natural common stock held. Consistent with past practices, the Company intends to continue paying a quarterly cash dividend of $0.075 per share pending approval of the merger and a prorated dividend for any partial period immediately prior to the closing date of the transaction.
The transaction is structured as a merger of the Company with a newly-formed First Reserve subsidiary, with Gas Natural continuing as the surviving entity of such merger.
After closing of the transaction, the business plan is for Gas Natural to maintain its own leadership team and employees with no changes in staffing, customer rates and community involvement across its areas of operation. All of the natural gas utility subsidiaries in Maine, Montana, North Carolina and Ohio, as well as any nonregulated operations, will maintain focus on the execution of their current business plans.
The transaction is subject to, among other customary closing conditions, the approvals of the Maine Public Utilities Commission, Montana Public Service Commission, North Carolina Utilities Commission, Public Utility Commission of Ohio and Gas Natural's shareholders and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
The agreement followed the unanimous approval by the Company's Board of Directors. The definitive merger agreement provides for a 42-day "go-shop" period until November 22, 2016 during which the Gas Natural Board, together with its financial and legal advisors, may actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals to acquire Gas Natural. There can be no assurances that this process will result in a superior transaction.
The Company and First Reserve expect to complete the transaction in the second half of 2017.
Janney is serving as exclusive financial advisor to the Company and provided a fairness opinion to the Company's Board of Directors. Kohrman Jackson & Krantz LLP is serving as legal counsel to the Company in connection with the transaction.
Lazard is serving as exclusive financial advisor and Simpson Thacher & Bartlett LLP is serving as legal counsel for First Reserve in connection with the transaction.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include intrastate pipeline, natural gas production and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in underserved markets. Gas Natural Inc. regularly posts information on its website at www.egas.net.
About First Reserve
First Reserve is a leading global private equity and infrastructure investment firm exclusively focused on energy. With over 30 years of industry insight, investment expertise and operational excellence, the Firm has cultivated an enduring network of global relationships and raised approximately USD $31 billion of aggregate capital since inception. Putting these to work, First Reserve has completed approximately 600 transactions (including platform investments and add-on acquisitions), creating several notable energy companies throughout the Firm's history. Its portfolio companies operate on six continents, spanning the energy spectrum from upstream oil and gas to midstream and downstream, including resources, equipment and services and infrastructure. For more information, please visit www.firstreserve.com.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable, and to take advantage of, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes," "may," "will" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to complete the proposed transaction; any other proposals that may or may not arise during the "go-shop" period; any event, change or circumstance that might give rise to the termination of the merger agreement; the effect of the announcement of the proposed transaction on the Company's relationships with its customers, operating results and business generally; the risk that the proposed transaction will not be consummated in a timely manner; the ability of the Company to obtain shareholder approval of the proposed transaction; the closing of the Company's planned debt refinancing on terms that are acceptable to the Company, or at all; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission (the "SEC"); and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based Additional factors that may affect the future results of the Company are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015 and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC's website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof.
Additional information and where to find it
This communication may be deemed to be solicitation material in respect of the merger of Gas Natural and a subsidiary of First Reserve. In connection with the merger, Gas Natural intends to file relevant materials with the SEC, including a proxy statement in preliminary and definitive form that will contain important information about the proposed transaction and related matters, and deliver a copy of the proxy statement to its shareholders. Investors of Gas Natural are urged to read the definitive proxy statement and other relevant documents carefully and in their entirety when they become available because they will contain important information about the merger and related matters. Investors may obtain a free copy of these materials (when they are available and other documents filed by Gas Natural with the SEC at the SEC's website at www.sec.gov, at Gas Natural's website at www.egas.net or by writing to the Company's Corporate Secretary at Gas Natural Inc., 1375 East 9th St. Suite 3100, Cleveland, Ohio 44114, or by calling Gas Natural's Corporate Secretary at (216) 202-1509.
Security holders also may read and copy any reports, statements and other information filed by Gas Natural with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Participants in the solicitation
Gas Natural and its directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Gas Natural's directors and executive officers is available in Gas Natural's proxy statement filed with the SEC on June 20, 2016 in connection with its 2016 annual meeting of shareholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
For more information, contact | |
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
First Reserve |
Jonathan Keehner / Julie Oakes, Joele Frank / Wilkinson Brimmer Katcher |
Phone: (212) 355-4449 |
Email: joakes@joelefrank.com |
SOURCE Gas Natural Inc.
CLEVELAND, Sept. 28, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, announced that its Board of Directors has declared a dividend of $0.075 per share to shareholders of record as of October 13, 2016. The dividend will be payable on October 28, 2016. Gas Natural has approximately 10.5 million shares of its common stock outstanding.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine, and North Carolina. The Company's other operations include intrastate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under-served markets. Further information is available on the company's website at www.egas.net.
For more information, contact:
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, Aug. 9, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, reported financial results for the second quarter ended June 30, 2016. Results for the second quarter and first half of 2016 do not include the results of the Kentucky and Pennsylvania utilities which were divested in the fourth quarter of 2015 ("Divestitures").
Second Quarter 2016 Results Summary
Mr. Gregory J. Osborne, Gas Natural's President and Chief Executive Officer, commented, "We are successfully adding new customers throughout our operating regions. This, along with colder weather, drove our full service distribution throughput up nearly 21%. We expect we can continue expanding even with headwinds from the competition of lower oil prices and weak regional industrial economies. Excluding the settlement and proxy contest costs we incurred, our results demonstrate the leverage we have with higher volume which will drive earnings power."
The number of customers served by Gas Natural's utility operations grew 2% over the past twelve months.
He continued, "The settlement reached during our proxy contest puts many ongoing legal matters behind us. We expect significant cost savings from the elimination of litigation, which quickly cover the cost of the settlement. We continue to expect that we can complete our restructuring and debt refinancing this fall, subject to regulatory approvals. We have agreement with the lenders and our applications are progressing through the regulatory approval process."
The Company previously announced on July 14, 2016 that it had reached a settlement that resulted in the dismissal of nine different pending legal proceedings in which it was either defendant or plaintiff.
Second Quarter and First Half 2016 Operations Review
Three Months Ended |
Six Months Ended | |||||||
(in thousands) |
June 30, |
June 30, | ||||||
2016 |
2015 |
2016 |
2015 | |||||
Revenue by segment: |
||||||||
Natural Gas Operations |
$ 14,606 |
$ 14,768 |
$ 49,670 |
$ 66,048 | ||||
Marketing & Production |
2,427 |
1,278 |
5,670 |
3,731 | ||||
Consolidated |
$ 17,033 |
$ 16,046 |
$ 55,340 |
$ 69,779 |
Revenue for the 2016 second quarter increased approximately 6% over the prior-year quarter. The increase reflects higher sales by Marketing & Production, offset by lower natural gas prices. This segment's sales included sales to the Company's former operations in Wyoming which it divested in the third quarter of 2015. Previously, these sales were recorded as intercompany sales and eliminated from consolidated revenue. Within Natural Gas Operations, higher volume was offset by $0.2 million less revenue from the Divestitures and lower gas prices.
Revenue for the first half of 2016 was down approximately 21% compared with the prior-year first half. The increase in Marketing & Production revenue was more than offset by the impact of warmer weather on volume, lower gas prices, and a $1.2 million reduction from the Divestitures. The increase in revenue from the Marketing & Production segment was for the same reason as in the quarter.
Changes in Gross Margin |
Three Months |
Six Months | |
(in thousands) |
Ended |
Ended | |
June 30, 2016 | |||
2015 Gross Margin |
$ 7,482 |
$ 25,139 | |
Utilities sold |
(129) |
(505) | |
Weather |
171 |
(1,883) | |
Impact of paper mill closures |
(559) |
(1,075) | |
Change in gas cost adjustments |
693 |
693 | |
New utility customers |
597 |
597 | |
Natural Gas Operations change |
$ 773 |
$ (2,173) | |
New marketing customers |
139 |
269 | |
Pricing and other |
39 |
(57) | |
Marketing & Production change |
178 |
212 | |
Consolidated gross margin change |
951 |
(1,961) | |
2016 Gross Margin |
$ 8,433 |
$ 23,178 |
Gross margin for the second quarter of 2016 increased 13% over the prior-year period driven by new customers and colder weather. Last year's second quarter was impacted by a $0.7 million unfavorable gas cost adjustment.
Gross margin for the first half of 2016 decreased 8% compared with the prior-year period. The decrease was primarily the result of warmer weather in each of the Company's markets and the impact of closed paper mills in Maine.
Three Months Ended |
Six Months Ended | |||||||
(in thousands) |
June 30, |
June 30, | ||||||
2016 |
2015 |
2016 |
2015 | |||||
Operating (loss) income by segment: |
||||||||
Natural Gas Operations |
$ (736) |
$ (519) |
$ 4,781 |
$ 8,122 | ||||
Marketing & Production |
894 |
(4) |
977 |
32 | ||||
Corporate & Other |
(2,139) |
(949) |
(2,242) |
(1,828) | ||||
Consolidated |
$ (1,981) |
$ (1,472) |
$ 3,516 |
$ 6,326 | ||||
Non-GAAP Adjusted EBITDA* |
$ 1,617 |
$ 1,582 |
$ 9,285 |
$ 12,046 |
For the second quarter of 2016, operating loss was $0.5 million greater than the prior year. This was primarily because higher gross margin and a $0.7 million favorable cancellation of a contingent consideration liability helped to offset $1.6 million of higher legal and other costs associated with the proxy contest and settlement, a $0.7 million increase in personnel and information technology costs, as well as higher depreciation and amortization.
Within the Natural Gas Operations segment, operating expenses increased $1.2 million primarily due to the Company's increases in personnel and investments in information technology. This was partially offset by the elimination of $0.5 million from the Divestitures. Litigation, settlement and proxy contest costs drove the increase within the Corporate and Other segment. Offsetting those increases, the Marketing and Production segment benefited from a $0.7 million gain from cancellation of an earn-out provision.
Adjusted income before interest, taxes, depreciation, amortization, accretion, atypical expenses and discontinued operations ("Adjusted EBITDA"), a non-GAAP financial measure, was relatively consistent for both quarters, with the increased gross margin offset by higher information technology costs. On a year-to-date basis, Adjusted EBITDA was unfavorably impacted by lower gross margin and higher information technology costs. The Company believes that, when used in conjunction with measures prepared in accordance with GAAP, Adjusted EBITDA, which is a non-GAAP measure, helps in the understanding of its financial performance.
*See the attached tables for important disclosures regarding the Company's use of Adjusted EBITDA, as well as reconciliations of GAAP net (loss) income to non-GAAP Adjusted EBITDA for the 2016 and 2015 second quarter and year-to-date periods.
Balance Sheet and Cash Management
Cash and cash equivalents as of June 30, 2016 grew to $8.2 million from $2.7 million at December 31, 2015.
Cash provided by operating activities of continuing operations in the 2016 first half was $14.7 million compared with $11.4 million in the 2015 first half, with the increase primarily due to lower working capital requirements with warmer weather and lower gas costs.
Capital expenditures for the first half of 2016 were $4.1 million compared with $5.0 million in the prior-year period. 2016 capital expenditures included approximately $1.4 million for the Company's ERP system. Remaining capital expenditures for 2016 are expected to be approximately $2.5 million to $3.5 million, including the final cash capital expenditures for the ERP system. The majority of capital is focused on growth of the Company's Natural Gas Operations segment including construction activities to support expansion, maintenance and enhancements of its gas pipeline systems.
Cash used in financing activities of continuing operations was $5.9 million in the 2016 first half compared with $7.9 million in the prior year first half. Debt repayment was the primary use of cash in both periods.
Webcast and Conference Call
Gas Natural will host a conference call and live webcast on Wednesday, August 10th at 1:30 p.m. Eastern Time. During the conference call and webcast, management will review the financial and operating results for the 2016 second quarter and discuss Gas Natural's corporate strategies and outlook. A question-and-answer session will follow. The teleconference can be accessed by calling (201) 493-6725. The webcast can be monitored on the Company's website at investor.egas.net.
A telephonic replay will be available from 4:30 p.m. Eastern Time on the day of the teleconference through Wednesday, August 17, 2016. To listen to a replay of the call, dial (858) 384-5517 and enter the conference ID number 13641703. An archive of the webcast will be available on the Company's website at investor.egas.net/past events and will include a transcript, once available.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include intrastate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under-served markets. Further information is available on the Company's website at www.egas.net.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to consummate the corporate reorganization and debt refinancing on terms that are acceptable to the Company, or at all; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make or increase dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
For more information, contact: |
|
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
FINANCIAL TABLES FOLLOW.
Gas Natural Inc. and Subsidiaries | ||||||||||
Condensed Consolidated Statements of Operations (Unaudited) | ||||||||||
(in thousands, except share and per share data) | ||||||||||
Three Months Ended |
Six Months Ended | |||||||||
June 30, |
June 30, | |||||||||
2016 |
2015 |
2016 |
2015 | |||||||
REVENUE |
||||||||||
Natural gas operations |
$ 14,606 |
$ 14,768 |
$ 49,670 |
$ 66,048 | ||||||
Marketing and production |
2,427 |
1,278 |
5,670 |
3,731 | ||||||
Total revenues |
17,033 |
16,046 |
55,340 |
69,779 | ||||||
COST OF SALES |
||||||||||
Natural gas purchased |
6,569 |
7,504 |
27,191 |
41,396 | ||||||
Marketing and production |
2,031 |
1,060 |
4,971 |
3,244 | ||||||
Total cost of sales |
8,600 |
8,564 |
32,162 |
44,640 | ||||||
GROSS MARGIN |
8,433 |
7,482 |
23,178 |
25,139 | ||||||
OPERATING EXPENSES |
||||||||||
Distribution, general, and administrative |
7,169 |
5,946 |
13,096 |
12,533 | ||||||
Maintenance |
240 |
288 |
504 |
615 | ||||||
Depreciation, amortization and accretion |
2,010 |
1,668 |
3,967 |
3,558 | ||||||
Taxes other than income |
938 |
1,005 |
2,018 |
2,008 | ||||||
Provision for doubtful accounts |
57 |
47 |
77 |
99 | ||||||
Total operating expenses |
10,414 |
8,954 |
19,662 |
18,813 | ||||||
OPERATING (LOSS) INCOME |
(1,981) |
(1,472) |
3,516 |
6,326 | ||||||
Other income (loss), net |
138 |
(367) |
(264) |
(212) | ||||||
Interest expense |
(762) |
(886) |
(1,515) |
(1,755) | ||||||
Income before income taxes |
(2,605) |
(2,725) |
1,737 |
4,359 | ||||||
Income tax (benefit) expense |
(934) |
(1,012) |
706 |
1,655 | ||||||
(LOSS) INCOME FROM CONTINUING OPERATIONS |
(1,671) |
(1,713) |
1,031 |
2,704 | ||||||
Discontinued operations, net of income taxes |
14 |
213 |
(9) |
650 | ||||||
NET (LOSS) INCOME |
$ (1,657) |
$ (1,500) |
$ 1,022 |
$ 3,354 | ||||||
Basic weighted shares outstanding |
10,508,187 |
10,487,610 |
10,505,865 |
10,487,561 | ||||||
Dilutive effect of restricted stock awards |
- |
- |
1,232 |
1,320 | ||||||
Diluted weighted shares outstanding |
10,508,187 |
10,487,610 |
10,507,097 |
10,488,881 | ||||||
BASIC & DILUTED (LOSS) EARNINGS PER SHARE: |
||||||||||
Continuing operations |
$ (0.16) |
$ (0.16) |
$ 0.10 |
$ 0.26 | ||||||
Discontinued operations |
0.00 |
0.02 |
(0.00) |
0.06 | ||||||
Net (loss) income per share |
$ (0.16) |
$ (0.14) |
$ 0.10 |
$ 0.32 | ||||||
Dividends declared per common share |
$ 0.075 |
$ - |
$ 0.150 |
$ 0.135 |
Gas Natural Inc. and Subsidiaries | |||
Condensed Consolidated Balance Sheets (Unaudited) | |||
(in thousands) | |||
June 30, |
December 31, | ||
2016 |
2015 | ||
ASSETS |
|||
CURRENT ASSETS |
|||
Cash and cash equivalents |
$ 8,156 |
$ 2,728 | |
Accounts receivable, less allowance for doubtful accounts of $656 and $506, respectively |
6,932 |
10,635 | |
Accounts receivable due from related parties |
74 |
188 | |
Unbilled gas |
1,477 |
6,995 | |
Inventory |
|||
Natural gas |
2,509 |
4,063 | |
Materials and supplies |
2,425 |
2,271 | |
Regulatory assets, current |
2,356 |
2,469 | |
Other current assets |
2,258 |
2,174 | |
Total current assets |
26,187 |
31,523 | |
PROPERTY, PLANT, & EQUIPMENT, NET |
140,540 |
142,416 | |
OTHER ASSETS |
|||
Regulatory assets, non-current |
1,277 |
1,523 | |
Goodwill |
15,872 |
15,872 | |
Customer relationships, net of amortization |
2,473 |
2,625 | |
Restricted cash |
1,448 |
1,898 | |
Other non-current assets |
1,873 |
1,530 | |
Total other assets |
22,943 |
23,448 | |
TOTAL ASSETS |
$ 189,670 |
$ 197,387 |
Gas Natural Inc. and Subsidiaries | |||
Condensed Consolidated Balance Sheets (Unaudited) | |||
(in thousands, except share and per share data) | |||
June 30, |
December 31, | ||
2016 |
2015 | ||
LIABILITIES AND CAPITALIZATION |
|||
CURRENT LIABILITIES |
|||
Line of credit |
$ 15,050 |
$ 15,750 | |
Accounts payable |
5,051 |
8,784 | |
Accounts payable to related parties |
1 |
192 | |
Notes payable, current portion |
34,761 |
5,012 | |
Note payable to related party |
3,940 |
1,980 | |
Accrued liabilities |
4,604 |
5,667 | |
Accrued liabilities payable to related party |
2,988 |
170 | |
Regulatory liability, current |
447 |
487 | |
Build-to-suit liability |
- |
2,041 | |
Other current liabilities |
6,637 |
5,379 | |
Total current liabilities |
73,479 |
45,462 | |
LONG-TERM LIABILITIES |
|||
Deferred tax liability |
12,234 |
12,295 | |
Regulatory liability, non-current |
1,333 |
1,251 | |
Capital lease liability, non-current |
4,720 |
5,177 | |
Other long-term liabilities |
2,893 |
3,286 | |
Total long-term liabilities |
21,180 |
22,009 | |
NOTES PAYABLE, less current portion |
6 |
34,427 | |
COMMITMENTS AND CONTINGENCIES |
|||
STOCKHOLDERS' EQUITY |
|||
Preferred stock; $0.15 par value; 1,500,000 shares authorized, no shares issued or outstanding |
- |
- | |
Common stock; $0.15 par value; Authorized: 30,000,000 shares; Issued and outstanding: 10,511,520 and 10,504,734 shares as of June 30, 2016 and December 31, 2015, respectively |
1,577 |
1,575 | |
Capital in excess of par value |
64,054 |
63,985 | |
Retained earnings |
29,374 |
29,929 | |
Total stockholders' equity |
95,005 |
95,489 | |
TOTAL CAPITALIZATION |
95,011 |
129,916 | |
TOTAL LIABILITIES AND CAPITALIZATION |
$ 189,670 |
$ 197,387 |
Gas Natural Inc. and Subsidiaries | ||||
Condensed Consolidated Statements of Cash Flows (Unaudited) | ||||
(amounts in thousands) | ||||
Six Months Ended June 30, | ||||
2016 |
2015 | |||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||
Net income |
$ 1,022 |
$ 3,354 | ||
Less (loss) incomefrom discontinued operations |
(9) |
650 | ||
Incomefrom continuing operations |
1,031 |
2,704 | ||
Adjustments to reconcile incomefrom continuing operations to net cash provided by operating activities: |
||||
Depreciation and amortization |
3,967 |
3,537 | ||
Accretion |
- |
21 | ||
Amortization of debt issuance costs |
206 |
353 | ||
Provision for doubtful accounts |
77 |
99 | ||
Amortization of deferred loss on sale-leaseback |
451 |
- | ||
Stock based compensation |
70 |
98 | ||
Losson sale of assets |
529 |
358 | ||
Unrealized holding gain on contingent consideration |
(672) |
- | ||
Change in fair value of derivative financial instruments |
(168) |
(135) | ||
Investment tax credit |
(11) |
(11) | ||
Deferred income taxes |
702 |
2,038 | ||
Changes in assets and liabilities: |
||||
Accounts receivable, including related parties |
3,741 |
6,066 | ||
Unbilled gas |
5,518 |
5,913 | ||
Natural gas inventory |
1,555 |
1,799 | ||
Accounts payable, including related parties |
(4,252) |
(8,378) | ||
Regulatory assets and liabilities |
72 |
(1,038) | ||
Prepayments and other |
(62) |
(35) | ||
Other assets |
848 |
(497) | ||
Other liabilities |
1,074 |
(1,464) | ||
Net cash provided by operating activities |
14,676 |
11,428 | ||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||
Capital expenditures |
(4,130) |
(4,973) | ||
Proceeds from sale of fixed assets |
2 |
50 | ||
Proceeds from note receivable |
- |
55 | ||
Customer advances for construction |
67 |
31 | ||
Contributions in aid of construction |
708 |
195 | ||
Net cash used in investing activities |
(3,353) |
(4,642) | ||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||
Proceeds from lines of credit |
5,800 |
13,500 | ||
Repayments of lines of credit |
(6,500) |
(23,561) | ||
Repayments of notes payable |
(6,760) |
(272) | ||
Proceeds from notes payable, including related parties |
4,000 |
5,000 | ||
Repayments of capital lease obligations |
(1,470) |
(991) | ||
Debt issuance costs paid |
(168) |
(151) | ||
Dividends paid |
(788) |
(1,416) | ||
Net cash used in financing activities |
(5,886) |
(7,891) | ||
DISCONTINUED OPERATIONS |
||||
Operating cash flows |
(9) |
2,245 | ||
Investing cash flows |
- |
(398) | ||
Net cash (used in) provided by discontinued operations |
(9) |
1,847 | ||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
5,428 |
742 | ||
Cash and cash equivalents, beginning of period |
2,728 |
1,586 | ||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ 8,156 |
$ 2,328 |
Gas Natural Inc. and Subsidiaries Natural Gas Operations | ||||||||
Utility Throughput | ||||||||
Three Months Ended June 30, |
Six Months Ended June 30, | |||||||
(in million cubic feet (MMcf)) |
2016 |
2015 |
2016 |
2015 | ||||
Full service distribution: |
||||||||
Energy West Montana (MT) |
496 |
474 |
1,764 |
1,800 | ||||
Frontier Natural Gas (NC) |
163 |
45 |
574 |
516 | ||||
Bangor Gas (ME) |
329 |
290 |
876 |
1,130 | ||||
Ohio Companies (OH) |
572 |
471 |
1,955 |
2,293 | ||||
Public Gas (KY) |
- |
13 |
- |
88 | ||||
Total full service distribution |
1,560 |
1,293 |
5,169 |
5,827 | ||||
Transportation |
2,888 |
2,446 |
6,071 |
5,765 | ||||
Bucksport |
23 |
285 |
74 |
413 | ||||
Total volumes |
4,471 |
4,024 |
11,314 |
12,005 |
Heating Degree Days | ||||||||||
Three Months Ended |
Percent Colder (Warmer) | |||||||||
June 30, |
2016 Compared to | |||||||||
Normal |
2016 |
2015 |
Normal |
2015 | ||||||
Montana weighted average |
1,140 |
1,095 |
1,157 |
(3.95%) |
(5.36%) | |||||
Bangor, ME |
1,050 |
1,003 |
1,150 |
(4.48%) |
(12.78%) | |||||
Elkin, NC |
260 |
454 |
327 |
74.62% |
38.84% | |||||
Ohio weighted average |
589 |
678 |
521 |
15.11% |
30.13% | |||||
Total Weighted Average |
886 |
891 |
847 |
0.56% |
5.19% | |||||
Six Months |
Percent Colder (Warmer) | |||||||||
June 30, |
2016 Compared to | |||||||||
Normal |
2016 |
2015 |
Normal |
2015 | ||||||
Montana weighted average |
4,216 |
3,842 |
3,957 |
(8.87%) |
(2.91%) | |||||
Bangor, ME |
4,735 |
4,448 |
5,603 |
(6.06%) |
(20.61%) | |||||
Elkin, NC |
2,327 |
2,583 |
2,609 |
11.00% |
(1.00%) | |||||
OH weighted average |
3,497 |
3,278 |
4,049 |
(6.26%) |
(19.04%) | |||||
Weighted Average |
3,877 |
3,609 |
4,022 |
(6.91%) |
(10.27%) |
Gas Natural Inc. and Subsidiaries Reconciliation of GAAP Net (Loss) Income to Non-GAAP Adjusted Net (Loss) Income(1) (in thousands, except per share data) Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 GAAP net (loss) income $ (1,657) $ (1,500) $ 1,022 $ 3,354 Add back, pre-tax: Non-recurring legal, professional and settlement costs 2,122 667 2,207 1,250 Non-recurring regulatory and other expenses - 693 - 731 Gain on cancellation of contingent consideration liability (672) - (672) - Loss on disposal of assets - 393 531 393 Tax effect of non-GAAP continuing operations items(1) (525) (646) (853) (904) Discontinued operations (14) (213) 9 (650) Non-GAAP Adjusted net (loss) income(2) $ (746) $ (606) $ 2,244 $ 4,174 Non-GAAP Adjusted net (loss) income per diluted share(2) $ (0.07) $ (0.06) $ 0.21 $ 0.39
(1) Applies an effective tax rate of 36%, 37%, 41% and 38% to the non-GAAP pre-tax adjustments for the periods presented above, respectively, consistent with the actual effective tax rates for those periods. |
Gas Natural Inc. and Subsidiaries Reconciliation of GAAP Net (Loss) Income to Non-GAAP Adjusted EBITDA(1) (in thousands) Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 GAAP net (loss) income $ (1,657) $ (1,500) $ 1,022 $ 3,354 Add back: Net interest expense 762 886 1,515 1,755 Income tax (benefit) expense (934) (1,012) 706 1,655 Depreciation, amortization and accretion 2,010 1,668 3,967 3,558 Non-recurring legal, professional and settlement costs 2,122 667 2,207 1,250 Non-recurring regulatory and other expenses - 693 - 731 Gain on cancellation of contingent consideration liability (672) - (672) - Loss on disposal of assets - 393 531 393 Discontinued operations (14) (213) 9 (650) Non-GAAP Adjusted EBITDA(2) $ 1,617 $ 1,582 $ 9,285 $ 12,046
(2)Non-GAAP Financial Measures: |
SOURCE Gas Natural Inc.
CLEVELAND, July 27, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, announced today that it will release its second quarter 2016 financial results after the closing of financial markets on Tuesday, August 9, 2016.
The Company will host a conference call and webcast to review the financial and operating results for the quarter, along with its corporate strategies and outlook. A question-and-answer session will follow.
Second Quarter 2016 Earnings Conference Call
Wednesday, August 10, 2016
1:30 p.m. Eastern Time
Phone: (201) 493-6725
Internet Webcast: www.egas.net
A telephonic replay will be available from 4:30 p.m. ET on the day of the teleconference through Wednesday, August 17, 2016. To listen to a replay of the call, dial (858) 384-5517 and enter the conference ID number 13641703, or access the webcast replay via the Company's website, where a transcript will also be posted once available.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine, and North Carolina. The Company's other operations include intrastate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under-served markets. Further information is available on the company's website at www.egas.net.
For more information, contact:
Gas Natural Inc. |
Investor Relations: |
|
James E. Sprague |
Deborah K. Pawlowski or Karen L. Howard | |
Chief Financial Officer |
Kei Advisors LLC |
|
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
|
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, June 30, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, announced that its Board of Directors has declared a dividend of $0.075 per share to shareholders
of record as of July 14, 2016. The dividend will be payable on July 29, 2016. Gas Natural has approximately 10.5 million shares of its common stock outstanding.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine, and North Carolina. The Company's other operations include interstate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under-served markets. Further information is available on the company's website at www.egas.net.
For more information, contact:
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, June 21, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, announced that it has filed its definitive proxy materials with the U.S Securities and Exchange Commission ("SEC") in connection with the Company's 2016 Annual Meeting of Shareholders to be held on July 27, 2016. Gas Natural shareholders of record at the close of business on May 27, 2016 are entitled to vote at the 2016 Annual Meeting of Shareholders.
The Gas Natural Board of Directors strongly recommends that shareholders vote on the GREEN proxy card "FOR" all six of Gas Natural's qualified and experienced director nominees: Michael B. Bender, James P. Carney, Richard K. Greaves, Robert B. Johnston, Gregory J. Osborne and Michael R. Winter.
In conjunction with the filing and mailing of its definitive proxy statement, Gas Natural is mailing a letter to shareholders detailing the significant progress and accomplishments under the leadership of the Gas Natural Board and management team over the past two years. The letter also addresses Richard M. Osborne's committee, which has not provided an alternative strategic plan to drive additional value for Gas Natural shareholders, and is only suggesting different director nominees.
Gas Natural's definitive proxy materials, letter to shareholders and other materials regarding the Board's recommendation for the 2016 Annual Meeting of Shareholders can be found at http://proxy.egas.net.
The full text of the letter follows:
June 21, 2016
Dear Fellow Shareholder,
Your Board of Directors and management team are transforming Gas Natural. We have been – and will continue to be – the agents of change for your Company. Within the last two years, we have overhauled management and the Board of Directors and brought greater sophistication and experience to Gas Natural.
At our 2016 Annual Meeting of Shareholders to be held on July 27, 2016, you face an important decision regarding the future of Gas Natural and your investment. You are being asked to elect the directors who you believe are the most qualified to complete the transformation of Gas Natural. Your current Board is the change that Gas Natural has needed in a time of significant regulatory and shareholder scrutiny. We have led this transformation to an inflection point and have the knowledge and expertise to drive our strategy forward to deliver superior value.
We strongly recommend that you elect our highly qualified leaders by voting FOR ALL of your Board's experienced nominees – Michael B. Bender, James P. Carney, Richard K. Greaves, Robert B. Johnston, Gregory J. Osborne and Michael R. Winter.
To elect Gas Natural's Board of Director nominees, we encourage you to vote TODAY by signing and dating the enclosed GREEN proxy card and returning it in the postage-paid envelope provided. Remember, if you hold your shares at a bank or broker you can vote your shares by telephone or via the internet.
As you may recall, Richard M. Osborne, Gas Natural's former Chairman and CEO, was removed in 2014 amidst regulatory inquiries, derivative lawsuits and an unprecedented investigation in Ohio. In retaliation, he brought several lawsuits against the Company and started a business that competes with our Ohio utilities. Now he has formed "The Committee to Re-Energize Gas Natural" and has nominated six of his own director candidates for election to your Board. Please DO NOT return or vote any WHITE proxy card sent to you by Richard M. Osborne and his so-called "committee."
When Richard M. Osborne was dismissed from Gas Natural, our regulatory relations were at an all-time low. Under Richard M. Osborne's leadership, two consecutive regulatory audits in Ohio (covering periods from 2009 through mid-2012) resulted in significant losses for the Ohio utilities and directives by the PUCO to end related party transactions. Ultimately, Richard M. Osborne refused to follow the direction of the regulators and in November 2013 the PUCO ordered an investigative audit into the management practices under Richard M. Osborne.
We are successfully transforming Gas Natural
to drive greater earnings power and growth
Since Richard M. Osborne's dismissal in May 2014, we began the long process of repairing relationships with our regulators, restoring morale throughout our organization, improving corporate governance, right-sizing the organization, redirecting capital investment to improve the opportunity for higher returns and strengthening our relationship with our lenders.
As evidence of the progress we are making with our regulators, the PUCO recently approved a stipulated settlement between our Ohio utilities and the PUCO staff regarding the investigative audit. The audit was completed in January 2015 by Rehmann Corporate Investigative Services. The order specifically states:
"The findings of Rehmann were noteworthy in part, because all of the issues identified with respect to the operations and management of the Companies, took place during the time Richard Osborne was CEO and chairman of the board of directors of the companies." (emphasis added)
Since Richard M. Osborne's removal, with strong leadership and positive direction for the Company, we have:
Strengthened our financial structure. We recently requested regulatory approvals for a complete refinancing of our debt that simplifies our balance sheet, provides greater financial flexibility and will further facilitate growth.
Improved internal controls and procedures. We retained an independent audit firm to assist in the establishment of processes, procedures and documentation for effective processing of transactional data, informed decision-making, required checks and balances, and sound corporate governance. This included changes in personnel.
Eliminated related-party transactions. We unwound prior relationships with Richard M. Osborne's companies, other than those to which we are contractually obligated or are necessary to serve customers, and we established additional practices for engaging with independent third parties.
Disposed of resource-consuming assets and directed resources toward core earning assets. We sold non-core assets and operations in Wyoming, Kentucky, Pennsylvania and Ohio and generated nearly $20 million in cash from the divestiture.
Grew our customer base. During the two year period ended March 31, 2016, we realized customer growth of 31% and 26% in our emerging markets of Maine and North Carolina, respectively, in addition to moderate growth in our more mature markets of Ohio and Montana.
These accomplishments are a product of our tireless efforts to fix the damage caused to your company under Richard M. Osborne.
We are poised to realize the benefits of our Strategic Plan
We made tough business decisions to establish a solid foundation for stronger earnings power and improved returns. We have achieved this goal while building a healthy work environment for our employees and providing our customers with safe, reliable, competitively-priced natural gas service.
The foundation of our Company is stronger as a result of the following:
We have a growth plan that includes increasing our customer base and expanding throughput with capital investments aimed at higher returns, as well as finding strategic smaller, incremental acquisitions or larger, transformative acquisitions to supplement that organic growth.
Our goal is to achieve returns on equity significantly above the roughly 5% we have averaged over the last five years and, ultimately, to surpass the level of our past dividend.
Your Board is highly qualified and independent,
with the experience necessary to drive lasting shareholder value
Over the last two years since the ouster of Richard M. Osborne, we have measurably strengthened your Board and improved corporate governance.
Our directors are actively engaged in overseeing management as we execute our plans and strategies for creating long-term value for all our shareholders.
WE WANT YOU TO KNOW THE FACTS
Richard M. Osborne's platform is based on misrepresentations
and distorted analysis
IN FACT, during Richard M. Osborne's tenure, the PUCO initiated an investigation into the management practices at our Ohio utilities, primarily due to significant concerns over related party transactions between our Ohio utilities and Richard M. Osborne's companies, as well as what the PUCO described as flawed, unreasonable, and imprudent purchasing practices and designs.
During Richard M. Osborne's tenure, significant amounts of cash were deployed that have not delivered returns for our Company. For example, from 2009 through 2013, his last five years leading Gas Natural, capital expenditures were nearly double the earnings of the Company.
IN FACT, under Richard M. Osborne, our outstanding common stock increased more than two fold, from 4.4 million shares at the end of 2009 to 10.5 million shares four years later.
IN FACT, these share issuances more than doubled the total annual dividend payment from $2.4 million in 2009 to $5.2 million in 2013. Continuing to pay that level of dividend was disproportionate to our earnings and unsustainable, leading us to the difficult decision of reducing it.
Richard M. Osborne's slate of directors possesses
questionable business experience or lacks relevant utility experience and
commitment to shareholder interests
Several of Richard M. Osborne's companies are undergoing bankruptcy proceedings, including John D. Oil and Gas Company, Great Plains Exploration, LLC, and Oz Gas, Ltd. IN FACT, Richard M. Osborne currently has multiple actions pending before the bankruptcy court against him or his companies.
IN FACT, the November 2013 PUCO order initiating the investigative audit, noted that during Richard M. Osborne's tenure as Chairman and CEO of Gas Natural:
IN FACT, on June 15, 2016, an order was issued by the PUCO calling for the investigation and audit of all pipeline companies owned or controlled by Richard M. Osborne and under the jurisdiction of the PUCO. While Richard M. Osborne's Ohio pipeline companies are under further regulatory scrutiny by the PUCO, he is asking you to vote for him to lead Gas Natural.
Richard M. Osborne's interests do not appear to be aligned with the majority of our shareholders, as evidenced by his significant divestiture of Gas Natural shares. During the period from January 31, 2010 through April 15, 2016, Richard M. Osborne sold nearly 2.5 million shares of Gas Natural stock. He now owns fewer than 5,000 shares.
One of Richard M. Osborne's board nominees, Darryl L. Knight, was hired by Richard M. Osborne and served as the general manager of our North Carolina utility from October 2012 until September 2014. That utility was cited with a disallowance in excess of $2.4 million by the North Carolina Utility Commission regarding gas cost procurement practices under the management of Darryl L. Knight.
None of Richard M. Osborne's remaining four nominees has any experience in the highly regulated utility industry.
Protect your investment; please vote the GREEN proxy card TODAY
Discard Richard M. Osborne's WHITE proxy card. We believe Richard M. Osborne and his nominees lack the experience to properly lead, manage and govern public utilities, and they own less than 0.1% of our outstanding shares. Furthermore, Richard M. Osborne's history demonstrates his disregard for our regulators, lack of understanding of utility operations and furtherance of his own self-serving interests.
Your vote matters and we believe your current Board is the most qualified to provide you the best future returns on your investment. On behalf of the Board of Directors, thank you for your continued support.
Sincerely,
Michael R. Winter
Chairman of the Board
YOUR VOTE IS IMPORTANT,
NO MATTER HOW MANY OR FEW SHARES YOU OWN
Please follow the easy instructions on the enclosed GREEN proxy card.
If you have any questions or need assistance in voting your shares, please contact:
Proxy Solicitor:
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Banks and brokers call collect: (212) 269-5550
All others call toll free: (800) 821-8780
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine, and North Carolina. The Company's other operations include interstate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under-served markets. Further information is available on the company's website at www.egas.net.
Important Shareholder Information
Gas Natural will hold its 2016 Annual Meeting of Shareholders on July 27, 2016. The Company has filed with the U.S. Securities and Exchange Commission (the "SEC") and mailed to its shareholders a definitive proxy statement together with a GREEN proxy card in connection with the 2016 Annual Meeting. The definitive proxy statement contains important information about the Company, the 2016 Annual Meeting, and related matters.
COMPANY SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING GREEN PROXY CARD, AND ANY OTHER RELEVANT SOLICITATION MATERIALS WHEN THEY BECOME AVAILABLE AS THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION.
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the matters to be considered at the 2016 Annual Meeting. Information regarding the Company's directors and executive officers is contained in the Company's annual report on Form 10-K/A filed with the SEC on April 27, 2016, and definitive proxy statement filed with the SEC on June 21, 2016.
The proxy statement and other relevant solicitation materials (when they become available), and any and all documents filed by the Company with the SEC, may be obtained by investors and security holders free of charge at the SEC's web site at www.sec.gov. In addition, the Company's filings with the SEC, including the proxy statement and other relevant solicitation materials (when they become available), may be obtained, without charge, from Gas Natural Investor Relations at (716) 843-3821. Such materials are also available at http://proxy.egas.net.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to consummate the corporate reorganization and debt refinancing on terms that are acceptable to the Company, or at all; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make or increase dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
For more information, contact:
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, June 20, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, announced that the Public Utilities Commission of Ohio ("PUCO") issued an Opinion and Order ("Order") covering multiple matters in support of Orwell Natural Gas Company ("Orwell"), one of the Company's Ohio utilities. The case was against Orwell-Trumbull Pipeline ("OTP"), a pipeline owned by the Company's former Chairman and CEO. At issue was a fifteen year agreement that requires natural gas transportation service to be provided by OTP to Orwell on an interruptible, sole-source basis for specified rates that are subject to adjustment every five years. The agreement was signed in December 2008 at a time when both Orwell and OTP were owned by Richard M. Osborne. The complete text of the Order is available here: Orwell v OTP PUCO Order.
Mr. Vincent A. Parisi, Gas Natural's Vice President and General Counsel, commented, "We are satisfied with achieving some closure of this ongoing regulatory matter, with many issues settled in favor of our Ohio utility and the customers they serve. Furthermore, this Order evidences another success in our efforts to overcome the legacy of our former Chairman and CEO, Richard M. Osborne."
The Order, dated June 15, 2016, states the following:
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include interstate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under-served markets. Further information is available on the company's website at www.egas.net.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to consummate the corporate reorganization and debt refinancing on terms that are acceptable to the Company, or at all; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make or increase dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
For more information, contact: |
|
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, June 2, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, announced that the Public Utilities Commission of Ohio ("PUCO") approved the Stipulation settlement between the Company's Ohio Utilities and the Commission Staff regarding the investigative audit required by the PUCO on November 13, 2013 and completed January 23, 2015 (the Rehmann Audit Report).
Mr. Gregory J. Osborne, Gas Natural's President and CEO, commented, "This order is a testament to the success of our management team and outstanding employees to establish the discipline, processes and, most importantly, a culture of strong ethics that were required to repair past practices and ensure an operation that safely and fairly serves its customers. We have invested significant time and resources to address the findings of the auditors, strengthen our relationships with the Commission and Staff while also right-sizing our organization to improve efficiencies."
Mr. Vincent A. Parisi, Gas Natural's Vice President and General Counsel, added, "It is interesting to note that the order specifically states that 'the findings of Rehmann were noteworthy in part, because all of the issues identified with respect to the operations and management of the Companies, took place during the time Richard Osborne was CEO and chairman of the board of directors of the Companies.' Since new management and our new Board of Directors have governed Gas Natural, we have made great strides."
Since the 2013 PUCO order, many actions have been taken to properly organize and operate Gas Natural.
Mr. Gregory Osborne concluded, "This order shows that we have made great progress since new management has taken over, as we addressed challenges created by historic behavior and several lawsuits associated with past management. We are intent upon being transparent in our efforts to facilitate understanding of the significant changes we continue to make within our organization, as we strive to become a benchmark utility."
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include interstate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under-served markets. Further information is available on the company's website at www.egas.net.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to consummate the corporate reorganization and debt refinancing on terms that are acceptable to the Company, or at all; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make or increase dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
For more information, contact:
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, May 26, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, announced today that on May 24 it received notice from a group led by the Company's former Chairman and CEO ("the Group") of its intention to nominate six candidates comprised of the Group to stand for election to Gas Natural's Board of Directors at Gas Natural's 2016 Annual Meeting of Stockholders and requesting repeal of provisions to the Company's Amended and restated Code of Regulations adopted after May 24, 2016. In its notice, the Group indicated that it holds 6,977 shares of Gas Natural's common stock, or less than one tenth of a percent of 10.5 million total shares outstanding.
Gas Natural issued the following statement:
Gas Natural and its Board of Directors are committed to acting in the best interests of all shareholders to create long-term value. We welcome the views and opinions of shareholders in this regard and will continue to take the actions that we believe will enable us to achieve this objective. We are extremely disappointed that we never received any communications whatsoever from the former Chairman or any representative of his group, until we received the recently delivered notice of nomination, threatening us with a costly and distracting proxy contest and the subsequent filing of a contested proxy statement on May 25, 2016.
Our Board is comprised of six very experienced and highly qualified directors, five of whom are non-employees. Four of our directors joined our Board within the last two years, and all are actively engaged in overseeing management as it executes its plans and strategies for creating long-term value for all our shareholders. Our Board reflects an appropriate balance of institutional knowledge and experience with fresh perspectives and insights.
Since Richard M. Osborne, Sr. was not nominated to stand for reelection in 2014, the Board and management of Gas Natural have been working to disengage the Company from the many related party transactions associated with the former Chairman, to execute plans that would ensure the best use of its capital and to extricate the Company from law suits that are related to the former Chairman and his actions.
Management has effectively repaired relations with its regulators, restored morale throughout the organization and redirected capital investment to improve the opportunity for returns. The Company is in the process of requesting regulatory approvals for a recapitalization/corporate restructuring plan that will facilitate growth going forward. It has right-sized the organization and believes it has made significant progress in its growth strategy.
The Board will formally present its recommended slate of director nominees in Gas Natural's definitive proxy statement and other materials, to be filed with the U.S. Securities and Exchange Commission and mailed to all stockholders eligible to vote at the 2016 Annual Meeting.
Gas Natural's shareholders are not required to take any action at this time.
Important Additional Information and Where to Find It
Gas Natural, its directors and certain of its executive officers and employees are deemed to be participants in the solicitation of proxies from Gas Natural's shareholders in connection with the 2016 Annual Meeting. Gas Natural plans to file a proxy statement and accompanying form of GREEN proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the 2016 Annual Meeting (the "2016 Proxy Statement").
SHAREHOLDERS ARE URGED TO READ THE 2016 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING GREEN PROXY CARD AND ANY OTHER RELEVANT DOCUMENTS THAT GAS NATURAL WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2016 Proxy Statement and other materials to be filed with the SEC in connection with the 2016 Annual Meeting. Such information can also be found in Gas Natural's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 15, 2016 and in Gas Natural's Form 10-K/A, filed with the SEC on April 27, 2016. To the extent holdings of Gas Natural's securities have changed since the amounts shown in the Form 10-K/A, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
Shareholders will be able to obtain, free of charge, copies of the 2016 Proxy Statement and any other documents filed by Gas Natural with the SEC in connection with the 2016 Annual Meeting at the SEC's website (www.sec.gov), at Gas Natural's website (www.egas.net) or by writing to the Company's Corporate Secretary at Gas Natural Inc., 1375 East 9th St. Suite 3100, Cleveland, Ohio 44114, or by calling Gas Natural's Corporate Secretary at (216) 202-1509.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include interstate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under saturated markets. Gas Natural Inc. regularly posts information on its website at www.egas.net.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to consummate the corporate reorganization and debt refinancing on terms that are acceptable to the Company, or at all; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make or increase dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
For more information, contact: | |
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, May 9, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, reported financial results for the first quarter ended March 31, 2016. The Company reported income from continuing operations of $2.7 million, or $0.26 per share, for the first quarter, compared with income from continuing operations of $4.4 million, or $0.42 per share, for the first quarter of 2015. The 2016 results were significantly impacted by record-setting warm weather in most of its markets.
Mr. Gregory J. Osborne, Gas Natural's President and Chief Executive Officer, commented, "We have been making progress with our strategic initiatives over the past couple of years. However, unseasonably warm weather had a significant impact on the quarter. The National Oceanic and Atmospheric Administration reported that this past winter, defined as December through February, was the warmest winter on record for the contiguous United States. Normally, our geographic diversity is a strength, but unfortunately all regions were affected when compared with the prior year. Additionally, our Maine operations were unfavorably impacted by the closure of two paper mills facilities and the changes in rates for a third transportation customer. We believe Maine remains an excellent market for growth even as it deals with economic challenges and we face tougher competition with lower oil prices."
First Quarter 2016 Operating Review
Revenue for the 2016 first quarter was $38.3 million, down $15.4 million, or 28.7%, from the prior-year quarter on lower natural gas prices and lower volume. There was an approximate $1.0 million decline in revenue from the sale of the Kentucky and Pennsylvania utilities operations in the fourth quarter of 2015.
Gross margin for the first quarter of 2016 was $14.7 million, a $2.9 million, or 16.5%, decrease from the prior-year period. Approximately $2.1 million, or 71%, of the decline was due to lower volume resulting from the impact of significantly warmer weather. Reductions in volume in the Maine operations from closed paper mills and decline in other transportation customers' related demand reduced gross margin by approximately $0.5 million. The sale of the Pennsylvania and Kentucky utility assets had a $0.4 million impact.
Operating expenses declined $0.6 million to $9.2 million. Corporate and other expenses were down $0.8 million, mostly as a result of reduced legal costs and the elimination of the Kentucky and Ohio operations, while the natural gas utility operations offset this decline by about $0.2 million from higher personnel costs.
Adjusted Income from Continuing Operations
Adjusted income from continuing operations, a number not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), but a measure that management believes to be a better representation of the Company's fundamental earnings stability, was $3.1 million, or $0.30 per share, for the first quarter, compared with adjusted income from continuing operations of $4.8 million, or $0.46 per share, in the first quarter of 2015. Adjusted income from continuing operations for the 2016 first quarter excludes, net of tax, $53,000 of atypical professional, legal and regulatory expenses as well as a $329,000 after-tax loss on disposal of assets. The 2015 adjusted first quarter results exclude, net of tax, atypical professional, legal and regulatory expenses of $388,000.
See attached tables for a reconciliations of GAAP income from continuing operations to non-GAAP adjusted income from continuing operations for the 2016 and 2015 first quarters.
Adjusted EBITDA
Adjusted earnings from continuing operations before interest, taxes, depreciation, amortization, accretion, and atypical expenses ("Adjusted EBITDA"), a non-GAAP financial measure, was $7.7 million and $10.5 million, respectively, in the first quarters of 2016 and 2015. The Company believes that, when used in conjunction with measures prepared in accordance with GAAP, Adjusted EBITDA, which is a non-GAAP measure, helps in the understanding of its financial performance.
See the attached tables for important disclosures regarding the Company's use of Adjusted EBITDA, as well as reconciliations of GAAP income from continuing operations to non-GAAP Adjusted EBITDA.
Balance Sheet and Cash Management
Cash and cash equivalents as of March 31, 2016 were $4.0 million, compared with $2.7 million at December 31, 2015.
Cash provided by operating activities of continuing operations in the 2016 first quarter was $9.4 million compared with $7.9 million in the 2015 first quarter, with the increase primarily due to lower working capital requirements.
Capital expenditures for the 2016 first quarter were $2.3 million compared with $2.5 million in the prior-year period. The 2016 first quarter capital expenditures included approximately $1 million for the Company's ERP system. Capital expenditures in 2016, excluding capitalized costs associated with the ERP system, are expected to be approximately $4.5 million to $5 million and are focused on the growth of the Company's Natural Gas Operations segment, as well as ongoing construction activities to support expansion, maintenance and enhancements of its gas pipeline systems.
Cash used in financing activities of continuing operations was $5.9 million in the 2016 first quarter compared with $6.0 million in the prior year quarter. Debt repayment was the primary use of cash in both periods, with the 2015 quarter also including a $1.4 million dividend payment.
Mr. Osborne concluded, "As recently announced, we adopted a new dividend policy that better aligns our dividend payout with our growth plans. This resulted in a reduction of our annualized dividend rate to $0.30 per share, from $0.54 per share previously. Beginning in the second quarter of 2016, we intend to establish a regular, sustained quarterly dividend schedule based on this new rate. Additionally, in the second half of this year, we look forward to completing our corporate reorganization and refinancing, which will reduce our cost of debt, provide for additional capital and solidify our legal and capital structure to better support our future growth. Finally, as we progress through 2016, we are working diligently to bring resolution to our remaining open legacy issues inherited from the prior management, while we also direct our energy and investments on driving growth in our core markets."
Webcast and Conference Call
Gas Natural will host a conference call and live webcast on Monday, May 9th at 4:30 p.m. Eastern Time. During the conference call and webcast, management will review the financial and operating results for the 2016 first quarter and discuss Gas Natural's corporate strategies and outlook. A question-and-answer session will follow. The teleconference can be accessed by calling (201) 689-8471. The webcast can be monitored on the Company's website at investor.egas.net.
A telephonic replay will be available from 7:30 p.m. Eastern Time on the day of the teleconference through Monday, May 16, 2016. To listen to a replay of the call, dial (858) 384-5517 and enter the conference ID number 13636195. An archive of the webcast will be available on the Company's website at investor.egas.net/past events and will include a transcript, once available.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include interstate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under served markets. Gas Natural Inc. regularly posts information on its website at www.egas.net.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to consummate the corporate reorganization and debt refinancing on terms that are acceptable to the Company, or at all; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make or increase dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
For more information, contact:
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
FINANCIAL TABLES FOLLOW.
Gas Natural Inc. and Subsidiaries | |||||
Condensed Consolidated Statements of Income (Unaudited) | |||||
(in thousands, except share and per share data) | |||||
Three Months Ended | |||||
March 31, | |||||
2016 |
2015 | ||||
REVENUE |
|||||
Natural gas operations |
$ 35,064 |
$ 51,280 | |||
Marketing and production |
3,243 |
2,453 | |||
Total revenues |
38,307 |
53,733 | |||
COST OF SALES |
|||||
Natural gas purchased |
20,622 |
33,769 | |||
Marketing and production |
2,940 |
2,307 | |||
Total cost of sales |
23,562 |
36,076 | |||
GROSS MARGIN |
14,745 |
17,657 | |||
OPERATING EXPENSES |
|||||
Distribution, general, and administrative |
5,927 |
6,587 | |||
Maintenance |
264 |
327 | |||
Depreciation, amortization and accretion |
1,957 |
1,890 | |||
Taxes other than income |
1,080 |
1,003 | |||
Provision for doubtful accounts |
20 |
52 | |||
Total operating expenses |
9,248 |
9,859 | |||
OPERATING INCOME |
5,497 |
7,798 | |||
Other (loss) income, net |
(402) |
155 | |||
Interest expense |
(753) |
(869) | |||
Income before income taxes |
4,342 |
7,084 | |||
Income tax expense |
(1,640) |
(2,667) | |||
INCOME FROM CONTINUING OPERATIONS |
2,702 |
4,417 | |||
Discontinued operations, net of income taxes |
(23) |
437 | |||
NET INCOME |
$ 2,679 |
$ 4,854 | |||
Basic weighted shares outstanding |
10,506,877 |
10,487,511 | |||
Dilutive effect of restricted stock awards |
654 |
854 | |||
Diluted weighted shares outstanding |
10,507,531 |
10,488,365 | |||
BASIC & DILUTED EARNINGS (LOSS) PER SHARE: |
|||||
Continuing operations |
$ 0.26 |
$ 0.42 | |||
Discontinued operations |
(0.00) |
0.04 | |||
Net income per share |
$ 0.26 |
$ 0.46 | |||
Dividends declared per common share |
$ 0.075 |
$ 0.135 |
Gas Natural Inc. and Subsidiaries | |||
Condensed Consolidated Balance Sheets (Unaudited) | |||
(in thousands) | |||
March 31, |
December 31, | ||
2016 |
2015 | ||
ASSETS |
|||
CURRENT ASSETS |
|||
Cash and cash equivalents |
$ 3,983 |
$ 2,728 | |
Accounts receivable |
|||
Trade, less allowance for doubtful accounts of $610 and $506, respectively |
11,042 |
10,635 | |
Related parties |
95 |
188 | |
Unbilled gas |
4,778 |
6,995 | |
Inventory |
|||
Natural gas |
1,333 |
4,063 | |
Materials and supplies |
2,510 |
2,271 | |
Regulatory assets, current |
3,623 |
2,469 | |
Other current assets |
2,621 |
2,174 | |
Total current assets |
29,985 |
31,523 | |
PROPERTY, PLANT, & EQUIPMENT, NET |
140,651 |
142,416 | |
OTHER ASSETS |
|||
Regulatory assets, non-current |
1,399 |
1,523 | |
Goodwill |
15,872 |
15,872 | |
Customer relationships, net of amortization |
2,549 |
2,625 | |
Restricted cash |
1,448 |
1,898 | |
Other non-current assets |
2,123 |
1,530 | |
Total other assets |
23,391 |
23,448 | |
TOTAL ASSETS |
$ 194,027 |
$ 197,387 |
Gas Natural Inc. and Subsidiaries | |||
Condensed Consolidated Balance Sheets (Unaudited) | |||
(in thousands, except share and per share data) | |||
March 31, |
December 31, | ||
2016 |
2015 | ||
LIABILITIES AND CAPITALIZATION |
|||
CURRENT LIABILITIES |
|||
Line of credit |
$ 17,150 |
$ 15,750 | |
Accounts payable |
|||
Trade |
8,310 |
8,784 | |
Related parties |
58 |
192 | |
Notes payable, current portion |
506 |
5,012 | |
Note payable to related party |
- |
1,980 | |
Accrued liabilities |
5,313 |
5,837 | |
Regulatory liability, current |
210 |
487 | |
Build-to-suit liability |
- |
2,041 | |
Other current liabilities |
6,826 |
5,379 | |
Total current liabilities |
38,373 |
45,462 | |
LONG-TERM LIABILITIES |
|||
Deferred tax liability |
13,427 |
12,295 | |
Regulatory liability, non-current |
1,292 |
1,251 | |
Capital lease liability, non-current |
5,557 |
5,177 | |
Other long-term liabilities |
2,831 |
3,286 | |
Total long-term liabilities |
23,107 |
22,009 | |
NOTES PAYABLE, less current portion |
34,344 |
34,427 | |
COMMITMENTS AND CONTINGENCIES |
|||
STOCKHOLDERS' EQUITY |
|||
Preferred stock; $0.15 par value; 1,500,000 shares authorized, no shares issued or outstanding |
- |
- | |
Common stock; $0.15 par value; Authorized: 30,000,000 shares; Issued and outstanding: 10,507,734 and 10,504,734 shares as of March 31, 2016 and December 31, 2015, respectively |
1,576 |
1,575 | |
Capital in excess of par value |
64,019 |
63,985 | |
Retained earnings |
32,608 |
29,929 | |
Total stockholders' equity |
98,203 |
95,489 | |
TOTAL CAPITALIZATION |
132,547 |
129,916 | |
TOTAL LIABILITIES AND CAPITALIZATION |
$ 194,027 |
$ 197,387 |
Gas Natural Inc. and Subsidiaries | ||||
Condensed Consolidated Statements of Cash Flows (Unaudited) | ||||
(amounts in thousands) | ||||
Three Months Ended March 31, | ||||
2016 |
2015 | |||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||
Net income |
$2,679 |
$ 4,854 | ||
Less (loss) income from discontinued operations |
(23) |
437 | ||
Income from continuing operations |
2,702 |
4,417 | ||
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: |
||||
Depreciation and amortization |
1,957 |
1,879 | ||
Accretion |
- |
11 | ||
Amortization of debt issuance costs |
101 |
123 | ||
Provision for doubtful accounts |
20 |
52 | ||
Amortization of deferred loss on sale-leaseback |
170 |
- | ||
Stock based compensation |
34 |
125 | ||
Loss(gain) on sale of assets |
529 |
(38) | ||
Unrealized holding loss on contingent consideration |
24 |
- | ||
Change in fair value of derivative financial instruments |
(89) |
(122) | ||
Investment tax credit |
(5) |
(5) | ||
Deferred income taxes |
1,632 |
2,923 | ||
Changes in assets and liabilities: |
||||
Accounts receivable, including related parties |
(420) |
(3,446) | ||
Unbilled gas |
2,217 |
1,940 | ||
Natural gas inventory |
2,730 |
4,802 | ||
Accounts payable, including related parties |
(896) |
(349) | ||
Regulatory assets and liabilities |
(1,431) |
(3,730) | ||
Prepayments and other |
(12) |
(93) | ||
Other assets |
309 |
(268) | ||
Other liabilities |
(200) |
(353) | ||
Net cash provided by operating activities |
9,372 |
7,868 | ||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||
Capital expenditures |
(2,310) |
(2,493) | ||
Proceeds from sale of fixed assets |
2 |
38 | ||
Customer advances for construction |
- |
5 | ||
Contributions in aid of construction |
120 |
80 | ||
Net cash used in investing activities |
(2,188) |
(2,370) | ||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||
Proceeds from lines of credit |
5,800 |
8,600 | ||
Repayments of lines of credit |
(4,400) |
(12,620) | ||
Repayments of notes payable |
(6,633) |
(136) | ||
Payments of capital lease obligations |
(651) |
(402) | ||
Debt issuance costs paid |
(23) |
(20) | ||
Dividends paid |
- |
(1,416) | ||
Net cash used in financing activities |
(5,907) |
(5,994) | ||
DISCONTINUED OPERATIONS |
||||
Operating cash flows |
(22) |
1,813 | ||
Investing cash flows |
- |
(181) | ||
Net cash (used in) provided by discontinued operations |
(22) |
1,632 | ||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
1,255 |
1,136 | ||
Cash and cash equivalents, beginning of period |
2,728 |
1,586 | ||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$3,983 |
$ 2,722 |
Gas Natural Inc. and Subsidiaries Segments of Operations (Unaudited) | ||||||||
Three Months Ended March 31, 2016 |
||||||||
(Amounts in thousands) |
||||||||
Natural Gas |
Marketing & |
Corporate & |
||||||
Operations |
Production |
Other |
Consolidated | |||||
OPERATING REVENUE |
$ 35,076 |
$ 3,605 |
$ - |
$ 38,681 | ||||
Intersegment eliminations |
(12) |
(362) |
- |
(374) | ||||
Total operating revenue |
35,064 |
3,243 |
- |
38,307 | ||||
COST OF SALES |
20,634 |
3,302 |
- |
23,936 | ||||
Intersegment eliminations |
(12) |
(362) |
- |
(374) | ||||
Total cost of sales |
20,622 |
2,940 |
- |
23,562 | ||||
GROSS MARGIN |
14,442 |
303 |
- |
14,745 | ||||
OPERATING EXPENSES |
8,925 |
220 |
103 |
9,248 | ||||
OPERATING INCOME (LOSS) |
$ 5,517 |
$ 83 |
$ (103) |
$ 5,497 | ||||
DISCONTINUED OPERATIONS |
$ - |
$ - |
$ (23) |
$ (23) | ||||
NET INCOME (LOSS) |
$ 2,772 |
$ 29 |
$ (122) |
$ 2,679 |
Three Months Ended March 31, 2015 |
||||||||
(Amounts in thousands) |
||||||||
Natural Gas |
Marketing & |
Corporate & |
||||||
Operations |
Production |
Other |
Consolidated | |||||
OPERATING REVENUE |
$ 51,367 |
$ 4,626 |
$ - |
$ 55,993 | ||||
Intersegment eliminations |
(87) |
(2,173) |
- |
(2,260) | ||||
Total operating revenue |
51,280 |
2,453 |
- |
53,733 | ||||
COST OF SALES |
33,979 |
4,357 |
- |
38,336 | ||||
Intersegment eliminations |
(87) |
(2,173) |
- |
(2,260) | ||||
Total cost of sales |
33,892 |
2,184 |
- |
36,076 | ||||
GROSS MARGIN |
17,388 |
269 |
- |
17,657 | ||||
OPERATING EXPENSES |
8,783 |
232 |
879 |
9,894 | ||||
Intersegment eliminations |
(35) |
- |
- |
(35) | ||||
Total operating expenses |
8,748 |
232 |
879 |
9,859 | ||||
OPERATING INCOME (LOSS) |
$ 8,640 |
$ 37 |
$ (879) |
$ 7,798 | ||||
DISCONTINUED OPERATIONS |
$ - |
$ - |
$ 437 |
$ 437 | ||||
NET INCOME (LOSS) |
$ 5,113 |
$ 4 |
$ (263) |
$ 4,854 |
Gas Natural Inc. and Subsidiaries Natural Gas Operations | ||||
Utility Throughput |
||||
Three Months Ended March 31, | ||||
(in million cubic feet (MMcf)) |
2016 |
2015 | ||
Full service distribution: |
||||
Energy West Montana (MT) |
1,267 |
1,326 | ||
Frontier Natural Gas (NC) |
410 |
470 | ||
Bangor Gas (ME) |
548 |
841 | ||
Ohio Companies (OH) |
1,383 |
1,873 | ||
Public Gas (KY) |
- |
76 | ||
Total full service distribution |
3,608 |
4,586 | ||
Transportation |
3,182 |
3,306 | ||
Bucksport |
50 |
128 | ||
Total volumes |
6,840 |
8,020 |
Heating Degree Days |
||||||||||
Three Months Ended |
Percent Colder (Warmer) | |||||||||
March 31, |
2016 Compared to | |||||||||
Normal |
2016 |
2015 |
Normal |
2015 | ||||||
Great Falls, MT |
3,031 |
2,716 |
2,778 |
(10.39%) |
(2.23%) | |||||
Bangor, ME |
3,685 |
3,445 |
4,453 |
(6.51%) |
(22.64%) | |||||
Elkin, NC |
2,067 |
2,129 |
2,282 |
3.00% |
(6.70%) | |||||
OH weighted average |
2,908 |
2,599 |
3,451 |
(10.63%) |
(24.69%) | |||||
Total Weighted Average |
2,992 |
2,704 |
3,167 |
(9.63%) |
(14.62%) |
Gas Natural Inc. and Subsidiaries Reconciliation of GAAP Income from Continuing Operations to | |||||
(in thousands, except per share amounts) |
Three Months Ended | ||||
March 31, | |||||
2016 |
2015 | ||||
$ |
per |
$ |
per | ||
GAAP income from continuing operations |
$ 2,702 |
$ 0.26 |
$ 4,417 |
$ 0.42 | |
Add back, after tax: |
|||||
Non-recurring legal and professional fees |
53 |
0.01 |
364 |
0.03 | |
Non-recurring regulatory and other expenses |
- |
- |
24 |
0.01 | |
Loss on disposal of assets |
329 |
0.03 |
- |
- | |
Non-GAAP adjusted income from continuing operations(1) |
$ 3,084 |
$ 0.30 |
$ 4,805 |
$ 0.46 |
Gas Natural Inc. and Subsidiaries Reconciliation of GAAP Income from Continuing Operations to Non-GAAP Adjusted EBITDA(1) | |||
(in thousands) |
Three Months Ended | ||
March 31, | |||
2016 |
2015 | ||
GAAP income from continuing operations |
$ 2,702 |
$ 4,417 | |
Add back: |
|||
Net interest expense |
753 |
869 | |
Income taxes |
1,640 |
2,667 | |
Depreciation, amortization and accretion |
1,957 |
1,890 | |
Non-recurring legal and professional fees |
85 |
583 | |
Non-recurring regulatory and other expenses |
- |
38 | |
Loss on disposal of assets |
531 |
- | |
Non-GAAP Adjusted EBITDA(1) |
$ 7,668 |
$ 10,464 |
(1) Non-GAAP Financial Measures: |
The Company believes that, when used in conjunction with GAAP measures, Adjusted Income from Continuing Operations and Adjusted EBITDA, or earnings before interest, taxes, depreciation, amortization, accretion and atypical charges, which are non-GAAP measures, allow investors to view its performance in a manner similar to the methods used by management and provides additional insight into its operating results. Adjusted Income from Continuing Operations and Adjusted EBITDA are not calculated through the application of GAAP and are not the required form of disclosure by the Securities and Exchange Commission. As such, these measures should not be considered as a substitute for the GAAP measure of net income and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. The use of any non-GAAP measure may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies. |
SOURCE Gas Natural Inc.
CLEVELAND, April 27, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, announced today that it will release its first quarter 2016 financial results after the closing of financial markets on Monday, May 9, 2016.
The Company will host a conference call and webcast to review the financial and operating results for the quarter, along with its corporate strategies and outlook. A question-and-answer session will follow.
First Quarter 2016 Earnings Conference Call
Monday, May 9, 2016
4:30 p.m. Eastern Time
Phone: (201) 689-8471
Internet Webcast: www.egas.net
A telephonic replay will be available from 7:30 p.m. ET on the day of the teleconference through Monday, May 16, 2016. To listen to a replay of the call, dial (858) 384-5517 and enter the conference ID number 13636195, or access the webcast replay via the Company's website, where a transcript will also be posted once available.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include interstate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under-served markets. Gas Natural Inc. regularly posts information on its website at www.egas.net.
For more information, contact: |
||
Gas Natural Inc. |
Investor Relations: |
|
James E. Sprague |
Deborah K. Pawlowski or Karen L. Howard | |
Chief Financial Officer |
Kei Advisors LLC |
|
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
|
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, April 5, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, announced that its Board of Directors declared the first dividend of 2016 to be $0.075 per share. The dividend will be payable on April 27, 2016 to shareholders of record as of April 15, 2016. This corresponds to an annual dividend rate of $0.30 per share, with the Company's intentions to establish a regular quarterly dividend schedule going forward.
Mr. Gregory J. Osborne, Gas Natural's President and Chief Executive Officer, commented, "The impact of warmer than normal winter weather combined with ongoing cash requirements to address legacy regulatory and legal matters prompted the decision to revise our dividend policy at this time. This change in our dividend produces a payout ratio more commensurate with our peers. We have implemented significant operational changes over the last two years and believe we have established a solid foundation for the future. While there are still some legacy issues with which to contend and challenges with the paper industry in Maine where we have lost a major customer, we believe we can now refocus on our growth strategy by allocating resources to drive improved earnings. Accordingly, we are setting our dividend at a sustainable level, which we anticipate increasing as our earnings grow."
The Company's plans for growth include expanding its customer base and throughput with capital investments aimed at higher returns as well as finding strategic bolt-on or transformational acquisitions to supplement that organic growth. Reducing the dividend enables investments in growth without overextending our borrowings. The Company expects to be at a payout ratio of approximately 75% by the end of 2017. Over the next several years, Gas Natural plans to drive its return on equity to the high single digits from its trailing five-year average of approximately 5%.
Mr. Osborne concluded, "The availability of capital resulting from this revised dividend policy supports our plans to measurably grow our earnings organically and to reward our shareholders along the way. Ultimately, we expect to surpass the level of our past dividend while maintaining a payout ratio in line with our peers. In addition, we will continue to actively seek and evaluate acquisitions that fit within our strategic growth plan and our goal to become a benchmark natural gas utility." The Company's dividend was previously at an annual rate of $0.54 per share.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include interstate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under served markets. Gas Natural Inc. regularly posts information on its website at www.egas.net.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to consummate the corporate reorganization and debt refinancing on terms that are acceptable to the Company, or at all; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make or increase dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
For more information, contact: | |
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, March 31, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, announced that today it filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC), replacing a recently expired shelf registration statement. The offering of securities covered by the shelf registration statement will provide the Company with financial flexibility to take advantage of acquisitions and other business opportunities when, and if, such opportunities arise, subject to market conditions and the capital requirements of the Company.
When the shelf registration is declared effective by the SEC, it will permit the Company to offer and sell up to $50 million of common stock. The actual amount will be determined at the time of sale, if such sale occurs. As of the date of this release, the Company has no specific plans to offer the securities covered by the registration statement, and is not required to offer the securities in the future.
Gregory J. Osborne, Gas Natural's President and Chief Executive Officer, commented, "Maintaining a current shelf registration is prudent to provide additional financial flexibility for Gas Natural. While we do not have immediate plans for raising and using this additional capital, we anticipate that it will afford more efficient access to the capital markets and allow us to act opportunistically in support of our growth strategy."
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. Following the effectiveness of the shelf registration statement, Gas Natural may periodically offer the registered securities in one or more offerings. The specific terms of any offering under the registration statement will be established at the time of any such offering, and will be described in a prospectus supplement that Gas Natural will file at that time with the SEC. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release is not an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering of the securities covered by the shelf registration statement will only be by means of a prospectus and an accompanying prospectus supplement. When available, copies of the prospectus, and any prospectus supplement relating to a particular offering, may be obtained by contacting Gas Natural Inc. at 1375 East Ninth Street, Suite 3100, Cleveland, Ohio 44114, Attn: James E. Sprague, Vice President and Chief Financial Officer, Telephone: 800-570-5688.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to approximately 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include interstate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under saturated markets. Gas Natural Inc. regularly posts information on its website at www.egas.net.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to consummate the corporate reorganization and debt refinancing on terms that are acceptable to the Company, or at all; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make or increase dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
For more information, contact: | |
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, March 15, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, reported financial results for the fourth quarter and year ended December 31, 2015. The Company reported income from continuing operations of $0.7 million, or $0.07 per share, for the fourth quarter, compared with income from continuing operations of $1.2 million, or $0.11 per share, for the fourth quarter of 2014. For the year, income from continuing operations was $1.2 million, or $0.11 per share, compared with $2.7 million, or $0.26 per share, for 2014.
As previously announced, the Company completed the sale of its Wyoming operations on July 1, 2015 for net proceeds of $15.4 million; the divested unit is reported as discontinued operations. Additionally, the Company completed the disposal of several smaller businesses during the fourth quarter of 2015, for which the net loss is reported as other (loss) income, net.
Mr. Gregory J. Osborne, Gas Natural's President and Chief Executive Officer, commented, "Despite our fourth quarter revenue being unfavorably impacted by lower natural gas costs and warmer weather, our gross margin modestly outperformed last year. However, we incurred approximately $1.3 million of pretax costs relating to our recently implemented ERP system, unfavorably impacting our income from continuing operations. This investment represents the establishment of needed foundational infrastructure to support our future growth."
He added, "Operationally, we continued to make progress in accordance with our strategy to become a holding company of benchmark natural gas utilities. Significant accomplishments follow:
More recently, we requested approval from our various regulators of our plans for a new corporate organizational structure and $99 million of new debt financing arrangements. These actions position us to focus on enhancing our core business, appropriately deploying our capital and human resources to maximize our growth potential and realize our inherent shareholder value."
Natural Gas Operations Segment Review
The Natural Gas Operations segment reported $26.6 million in revenue for the 2015 fourth quarter, a decrease of $8.2 million, or 23%, from the prior-year quarter, which was primarily attributable to lower gas prices passed on to customers and warmer weather in all markets, as well as the impact of disposing of the Company's Pennsylvania and Kentucky utilities.
Revenue for 2015 was $104.0 million, a decrease of $19.1 million, or 16%, with the change largely driven by lower gas prices passed on to customers in all markets and warmer weather in the Ohio, Montana and North Carolina markets. Additionally, revenue for 2015 in the North Carolina market was unfavorably impacted by $0.5 million for second quarter adjustments to sales volumes used in the unbilled revenue calculation. These decreases were partially offset by a $1.8 million increase in revenue in the Company's Maine market, resulting from higher volumes due to customer growth, including from the Loring pipeline which began service in September 2014.
Natural Gas Operations Income Statement | ||||||||
Three Months Ended |
Years Ended | |||||||
December 31, |
December 31, | |||||||
($ in thousands) |
2015 |
2014 |
2015 |
2014 | ||||
Natural gas operations |
||||||||
Operating revenues |
$ 26,575 |
$ 34,726 |
$ 103,978 |
$ 123,053 | ||||
Gas purchased |
14,461 |
22,839 |
60,380 |
79,097 | ||||
Gross margin |
12,114 |
11,887 |
43,598 |
43,956 | ||||
Operating expenses |
9,453 |
7,804 |
35,746 |
32,074 | ||||
Operating income |
2,661 |
4,083 |
7,852 |
11,882 | ||||
Other (loss) income |
(345) |
221 |
147 |
890 | ||||
Income before interest and taxes |
2,316 |
4,304 |
7,999 |
12,772 | ||||
Interest expense |
(870) |
(725) |
(2,782) |
(2,619) | ||||
Income before income taxes |
1,446 |
3,579 |
5,217 |
10,153 | ||||
Income tax expense |
(312) |
(1,280) |
(1,741) |
(3,661) | ||||
Net income |
$ 1,134 |
$ 2,299 |
$ 3,476 |
$ 6,492 |
Gross margin for the fourth quarter of 2015 was $12.1 million, a $0.2 million improvement over the prior-year period driven by the impact of an unfavorable $0.7 million GCR adjustment in the 2014 fourth quarter that did not recur in the 2015 fourth quarter, partially offset by lower throughput in the 2015 fourth quarter caused by warmer weather. Gross margin for the full year decreased by $0.4 million to $43.6 million primarily due to lower sales volumes caused by warmer weather, PUCO gas cost adjustments in Ohio that took place in the second quarter, second quarter volume adjustments to the unbilled revenue calculation in North Carolina and the impact of the disposed utilities. These cost increases were partially offset by the incremental gross margin generated from the start-up of the Loring pipeline and more favorable pricing arrangements in Maine.
Operating expenses increased by $1.6 million, or 21%, in the quarter, to $9.5 million. The increase was primarily attributable to $1.0 million of costs associated with the newly implemented ERP system, with the remainder due to lower capitalized labor costs, property tax increases and higher legal costs. Operating expenses in 2015 were $35.7 million, which were $3.7 million, or 11%, higher than 2014. The increase reflects the same factors affecting operating expenses in the 2015 fourth quarter.
The segment reported 2015 fourth quarter net income of $1.1 million compared with net income of $2.3 million in the 2014 fourth quarter. For 2015, net income for the segment was $3.5 million compared with $6.5 million for the prior year.
Other Operating Segments
The Marketing and Production Operations segment was near breakeven in the fourth quarter of 2015, reflecting improvement from a $0.5 million net loss in the prior-year period. Revenue increased by
$0.7 million to $2.9 million for the fourth quarter of 2015, compared with the same period in 2014 while gross margin remained relatively constant at $0.2 million. For the full year, the segment's net loss improved to $0.1 million from a $1.4 million net loss in the prior year. This improvement was driven by a $1.7 million reduction in operating expenses, which included a $1.1 million bad debt charge in 2014, more than offsetting the effect of lower volume from losing an LNG customer to pipeline competition in 2014.
Net loss from continuing operations for the Corporate and Other Operations segment in the 2015 fourth quarter improved to a $0.4 million loss compared with a $0.6 million loss in the prior-year quarter. The segment also reported a net loss from discontinued operations of $0.5 million in the quarter, compared with net income from discontinued operations of $0.5 million in the prior year period. For 2015, the segment recorded a net loss from continuing operations of $2.2 million, relatively consistent with a net loss from continuing operations of $2.3 million in the prior year. Net income from discontinued operations for 2015 was $3.5 million, compared with $1.0 million for 2014, relating to the Company's divested Wyoming operations.
Adjusted Income from Continuing Operations
Adjusted income from continuing operations, a non-GAAP number, was $1.0 million, or $0.09 per share, for the fourth quarter, compared with adjusted income from continuing operations of $2.6 million, or $0.22 per share, in the fourth quarter of 2014. Adjusted income from continuing operations for the 2015 fourth quarter excludes, net of tax, $0.5 million of atypical professional, legal and regulatory expenses offset by $0.2 million of gain on disposals. The 2014 adjusted results exclude, net of tax, atypical professional, legal and regulatory expenses of $1.1 million and losses on disposals of $0.3 million.
For the year, adjusted income from continuing operations, a non-GAAP number, was $3.6 million, or $0.32 per share, compared with $5.8 million, or $0.54 per share, for 2014. The 2015 adjusted results exclude, net of tax, $2.2 million of atypical professional, legal and regulatory expenses and $0.2 million of losses on disposals, impairment and other. The 2014 adjusted results exclude, net of tax, $2.2 million of atypical professional, legal and regulatory expenses, a $0.7 million customer bankruptcy write-off and $0.1 million of other items.
See attached tables for a reconciliations of GAAP income from continuing operations to non-GAAP adjusted income from continuing operations for the 2015 and 2014 fourth quarters and full years.
Adjusted EBITDA
Adjusted earnings from continuing operations before interest, taxes, depreciation, amortization, accretion, and atypical expenses ("Adjusted EBITDA"), a non-GAAP financial measure, was
$3.8 million and $6.5 million, respectively, in the fourth quarters of 2015 and 2014. On a full year basis, the same measure was $16.4 million for 2015 and $19.1 million for 2014. The Company believes that, when used in conjunction with measures prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), Adjusted EBITDA, which is a non-GAAP measure, helps in the understanding of its operating performance.
See the attached tables for important disclosures regarding the Company's use of Adjusted EBITDA, as well as reconciliations of GAAP (loss) income from continuing operations to Adjusted EBITDA.
Balance Sheet and Cash Management
Cash and cash equivalents as of December 31, 2015 were $2.7 million, compared with $1.6 million at December 31, 2014.
Cash provided by operating activities of continuing operations in 2015 was $9.4 million compared with $11.1 million in 2014, with the decrease primarily due to lower income from continuing operations.
Capital expenditures for 2015 were $9.6 million compared with $21.6 million in the prior-year period. Capital investments are focused on the growth of the Company's Natural Gas Operations segment, as well as ongoing construction activities to support expansion, maintenance and enhancements of its gas pipeline systems.
Cash used in financing activities of continuing operations was $19.3 million in 2015 compared with
$5.0 million in 2014. Debt repayment was the primary increased use of cash in 2015.
Mr. Osborne concluded, "This has been another very productive year for Gas Natural. We have been undertaking tremendous changes to result in a stronger, more focused organization, well positioned for the years ahead. In addition to the fourth quarter accomplishments cited above, we also experienced significant other successes earlier in the year, including:
While undergoing these significant changes, we also added approximately 2,000 customers to our ongoing utility operations, offsetting those lost with the businesses we divested. We look forward to bringing resolution to our remaining open issues as we progress through 2016 while we also direct our energy and investments on driving growth in our core markets."
Webcast and Conference Call
Gas Natural will host a conference call and live webcast on Wednesday, March 16th at 4:30 p.m. Eastern Time. During the conference call and webcast, management will review the financial and operating results for the 2015 fourth quarter and full year and discuss Gas Natural's corporate strategies and outlook. A question-and-answer session will follow. The teleconference can be accessed by calling (201) 689-8471. The webcast can be monitored on the Company's website at investor.egas.net.
A telephonic replay will be available from 7:30 p.m. Eastern Time on the day of the teleconference through Wednesday, March 23, 2015. To listen to a replay of the call, dial (858) 384-5517 and enter the conference ID number 13628111. An archive of the webcast will be available on the Company's website at investor.egas.net/past events and will include a transcript, once available.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to end-use residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to approximately 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include interstate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under saturated markets. Gas Natural Inc. regularly posts information on its website at www.egas.net.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include but are not limited to the Company's ability to consummate the corporate reorganization and debt refinancing on terms that are acceptable to the Company, or at all; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make dividend payments; the Company's ability to implement its business plan; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
For more information, contact: | |
Gas Natural Inc. |
Investor Relations |
James E. Sprague, Chief Financial Officer |
Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 |
Email: jsprague@egas.net |
FINANCIAL TABLES FOLLOW.
Gas Natural Inc. and Subsidiaries | ||||||||
Consolidated Statements of Income | ||||||||
(in thousands, except share and per share data) | ||||||||
Three Months Ended |
Years Ended | |||||||
December 31, |
December 31, | |||||||
2015 |
2014 |
2015 |
2014 | |||||
REVENUE |
||||||||
Natural gas operations |
$ 26,575 |
$ 34,726 |
$ 103,978 |
$ 123,053 | ||||
Marketing and production |
2,923 |
2,233 |
8,383 |
9,517 | ||||
Total revenues |
29,498 |
36,959 |
112,361 |
132,570 | ||||
COST OF SALES |
||||||||
Natural gas purchased |
14,462 |
22,839 |
60,380 |
79,097 | ||||
Marketing and production |
2,727 |
2,083 |
7,746 |
8,621 | ||||
Total cost of sales |
17,189 |
24,922 |
68,126 |
87,718 | ||||
GROSS MARGIN |
12,309 |
12,037 |
44,235 |
44,852 | ||||
OPERATING EXPENSES |
||||||||
Distribution, general, and administrative |
6,358 |
5,764 |
26,151 |
24,832 | ||||
Maintenance |
551 |
305 |
1,422 |
1,225 | ||||
Depreciation, amortization and accretion |
1,909 |
1,443 |
7,257 |
6,657 | ||||
Taxes other than income |
1,096 |
1,066 |
4,119 |
3,927 | ||||
Provision for doubtful accounts |
144 |
283 |
278 |
1,112 | ||||
Total operating expenses |
10,058 |
8,861 |
39,227 |
37,753 | ||||
OPERATING INCOME |
2,251 |
3,176 |
5,008 |
7,099 | ||||
Loss from unconsolidated affiliate |
- |
(352) |
- |
(352) | ||||
Gain on sale of marketable securities |
- |
- |
- |
184 | ||||
Acquisition expense |
- |
(5) |
- |
(7) | ||||
Other (loss) income, net |
(411) |
(83) |
182 |
579 | ||||
Interest expense |
(1,037) |
(891) |
(3,604) |
(3,226) | ||||
Income before income taxes |
803 |
1,845 |
1,586 |
4,277 | ||||
Income tax expense |
(74) |
(647) |
(417) |
(1,548) | ||||
INCOME FROM CONTINUING OPERATIONS |
729 |
1,198 |
1,169 |
2,729 | ||||
Discontinued operations, net of income taxes |
(526) |
451 |
3,519 |
1,033 | ||||
NET INCOME |
$ 203 |
$ 1,649 |
$ 4,688 |
$ 3,762 | ||||
Basic weighted shares outstanding |
10,504,319 |
10,487,511 |
10,496,979 |
10,478,312 | ||||
Dilutive effect of restricted stock awards |
1,476 |
695 |
1,476 |
505 | ||||
Diluted weighted shares outstanding |
10,505,795 |
10,488,206 |
10,498,455 |
10,478,817 | ||||
BASIC & DILUTED EARNINGS (LOSS) PER SHARE: |
||||||||
Continuing operations |
$ 0.07 |
$ 0.11 |
$ 0.11 |
$ 0.26 | ||||
Discontinued operations |
(0.05) |
0.05 |
0.34 |
0.10 | ||||
Net income per share |
$ 0.02 |
$ 0.16 |
$ 0.45 |
$ 0.36 | ||||
Weighted average dividends declared per common share |
$ 0.27 |
$ 0.09 |
$ 0.54 |
$ 0.50 |
Gas Natural Inc. and Subsidiaries | |||
Consolidated Balance Sheets | |||
(in thousands) | |||
December 31, | |||
2015 |
2014 | ||
ASSETS |
|||
CURRENT ASSETS |
|||
Cash and cash equivalents |
$ 2,728 |
$ 1,586 | |
Accounts receivable |
|||
Trade, less allowance for doubtful accounts of $506 and $371, respectively |
10,635 |
12,111 | |
Related parties |
188 |
235 | |
Unbilled gas |
6,995 |
7,631 | |
Inventory |
|||
Natural gas |
4,063 |
5,302 | |
Materials and supplies |
2,271 |
2,301 | |
Regulatory assets, current |
2,469 |
4,098 | |
Other current assets |
2,174 |
2,857 | |
Discontinued operations |
- |
11,654 | |
Total current assets |
31,523 |
47,775 | |
PROPERTY, PLANT, & EQUIPMENT, NET |
142,416 |
142,011 | |
OTHER ASSETS |
|||
Regulatory assets, non-current |
1,523 |
2,055 | |
Goodwill |
15,872 |
16,156 | |
Customer relationships, net of amortization |
2,625 |
2,928 | |
Restricted cash |
1,898 |
1,898 | |
Other assets |
1,832 |
1,181 | |
Total other assets |
23,750 |
24,218 | |
TOTAL ASSETS |
$ 197,689 |
$ 214,004 |
Gas Natural Inc. and Subsidiaries | |||
Consolidated Balance Sheets | |||
(in thousands, except share data) | |||
December 31, | |||
2015 |
2014 | ||
LIABILITIES AND CAPITALIZATION |
|||
CURRENT LIABILITIES |
|||
Line of credit |
$ 15,750 |
$ 28,761 | |
Accounts payable |
|||
Trade |
8,784 |
14,115 | |
Related parties |
192 |
170 | |
Notes payable, current portion |
5,012 |
542 | |
Note payable to related party |
2,000 |
- | |
Derivative instruments |
54 |
3,023 | |
Accrued liabilities |
5,837 |
4,974 | |
Regulatory liability, current |
487 |
925 | |
Build-to-suit liability |
2,041 |
5,597 | |
Other current liabilities |
5,325 |
2,691 | |
Discontinued operations |
- |
544 | |
Total current liabilities |
45,482 |
61,342 | |
LONG-TERM LIABILITIES |
|||
Deferred tax liability |
12,295 |
10,538 | |
Regulatory liability, non-current |
1,251 |
1,090 | |
Capital lease liability, non-current |
5,177 |
1,675 | |
Other long-term liabilities |
3,286 |
3,328 | |
Total long-term liabilities |
22,009 |
16,631 | |
NOTES PAYABLE, less current portion |
34,709 |
39,721 | |
COMMITMENTS AND CONTINGENCIES |
|||
STOCKHOLDERS' EQUITY |
|||
Preferred stock; $0.15 par value; 1,500,000 shares authorized, no shares issued or outstanding |
- |
- | |
Common stock; $0.15 par value; Authorized: 30,000,000 shares; Issued and outstanding: 10,504,734 and 10,492,511 shares as of December 31, 2015 and 2014, respectively |
1,575 |
1,573 | |
Capital in excess of par value |
63,985 |
63,826 | |
Retained earnings |
29,929 |
30,911 | |
Total stockholders' equity |
95,489 |
96,310 | |
TOTAL CAPITALIZATION |
130,198 |
136,031 | |
TOTAL LIABILITIES AND CAPITALIZATION |
$ 197,689 |
$ 214,004 |
Gas Natural Inc. and Subsidiaries |
|||||
Consolidated Statements of Cash Flows |
|||||
(amounts in thousands) |
Years Ended December 31, |
||||
2015 |
2014 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|||||
Net income |
$ 4,688 |
$ 3,762 | |||
Less income from discontinued operations |
3,519 |
1,033 | |||
Income from continuing operations |
1,169 |
2,729 | |||
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: |
|||||
Depreciation and amortization |
7,236 |
6,604 | |||
Accretion |
21 |
51 | |||
Amortization of debt issuance costs |
656 |
420 | |||
Provision for doubtful accounts |
278 |
1,112 | |||
Amortization of deferred loss on sale-leaseback |
358 |
- | |||
Stock based compensation |
161 |
317 | |||
Gain on sale of marketable securities |
- |
(183) | |||
Loss(gain) on sale of assets |
(118) |
(28) | |||
Loss from unconsolidated affiliate |
- |
352 | |||
Unrealized holding loss (gain) on contingent consideration |
(75) |
62 | |||
Change in fair value of derivative financial instruments |
(96) |
151 | |||
Investment tax credit |
(21) |
(21) | |||
Deferred income taxes |
2,171 |
2,136 | |||
Changes in assets and liabilities: |
|||||
Accounts receivable, including related parties |
1,293 |
(891) | |||
Unbilled gas |
658 |
(481) | |||
Natural gas inventory |
1,239 |
(458) | |||
Accounts payable, including related parties |
(4,665) |
1,817 | |||
Regulatory assets and liabilities |
(1,283) |
(1,938) | |||
Prepayments and other |
(645) |
(24) | |||
Other assets |
(35) |
235 | |||
Other liabilities |
1,122 |
(816) | |||
Net cash provided by operating activities of continuing operations |
9,424 |
11,146 | |||
CASH FLOWS FROM INVESTING ACTIVITIES |
|||||
Capital expenditures |
(9,567) |
(21,613) | |||
Proceeds from sale of fixed assets |
4,054 |
173 | |||
Proceeds from sale of marketable securities |
- |
422 | |||
Proceeds from note receivable |
92 |
3 | |||
Restricted cash – capital expenditures fund |
- |
57 | |||
Customer advances for construction |
33 |
17 | |||
Contributions in aid of construction |
1,193 |
2,262 | |||
Net cash used in investing activities of continuing operations |
(4,195) |
(18,679) | |||
CASH FLOWS FROM FINANCING ACTIVITIES |
|||||
Proceeds from lines of credit |
14,150 |
24,850 | |||
Repayments of lines of credit |
(27,161) |
(20,619) | |||
Proceeds from notes payable |
8,000 |
102 | |||
Repayments of notes payable |
(6,542) |
(3,565) | |||
Payments of capital lease obligations |
(1,845) |
(178) | |||
Debt issuance costs |
(235) |
(111) | |||
Exercise of stock options |
- |
45 | |||
Restricted cash – debt service fund |
- |
132 | |||
Dividends paid |
(5,670) |
(5,659) | |||
Net cash used in financing activities of continuing operations |
(19,303) |
(5,003) | |||
DISCONTINUED OPERATIONS |
|||||
Operating cash flows |
845 |
1,924 | |||
Investing cash flows |
14,371 |
(511) | |||
Financing cash flows |
- |
(32) | |||
Net cash provided by discontinued operations |
15,216 |
1,381 | |||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
1,142 |
(11,155) | |||
Cash and cash equivalents, beginning of period |
1,586 |
12,741 | |||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ 2,728 |
$ 1,586 |
Gas Natural Inc. and Subsidiaries | ||||||||
Segments of Operations | ||||||||
(Unaudited) | ||||||||
Three Months Ended December 31, 2015 |
||||||||
(Amounts in thousands) |
||||||||
Natural Gas |
Marketing & |
Corporate & |
||||||
Operations |
Production |
Other |
Consolidated | |||||
OPERATING REVENUE |
$ 26,583 |
$ 3,216 |
$ - |
$ 29,799 | ||||
Intersegment eliminations |
(8) |
(293) |
- |
(301) | ||||
Total operating revenue |
26,575 |
2,923 |
- |
29,498 | ||||
COST OF SALES |
14,469 |
3,021 |
- |
17,490 | ||||
Intersegment eliminations |
(8) |
(293) |
- |
(301) | ||||
Total cost of sales |
14,461 |
2,728 |
- |
17,189 | ||||
GROSS MARGIN |
12,114 |
195 |
- |
12,309 | ||||
OPERATING EXPENSES |
9,453 |
217 |
388 |
10,058 | ||||
Intersegment eliminations |
- |
- |
- |
- | ||||
Total operating expenses |
9,453 |
217 |
388 |
10,058 | ||||
OPERATING INCOME (LOSS) |
$ 2,661 |
$ (22) |
$ (388) |
$ 2,251 | ||||
INCOME (LOSS) FROM CONTINUING OPERATIONS |
$ 1,134 |
$ (29) |
$ (376) |
$ 729 | ||||
DISCONTINUED OPERATIONS |
- |
- |
(526) |
(526) | ||||
NET LOSS |
$ 1,134 |
$ (29) |
$ (902) |
$ 203 |
Three Months Ended December 31, 2014 |
||||||||
(Amounts in thousands) |
||||||||
Natural Gas |
Marketing & |
Corporate & |
||||||
Operations |
Production |
Other |
Consolidated | |||||
OPERATING REVENUE |
$ 34,810 |
$ 4,469 |
$ - |
$ 39,279 | ||||
Intersegment eliminations |
(84) |
(2,236) |
- |
(2,320) | ||||
Total operating revenue |
34,726 |
2,233 |
- |
36,959 | ||||
COST OF SALES |
22,923 |
4,319 |
- |
27,242 | ||||
Intersegment eliminations |
(84) |
(2,236) |
- |
(2,320) | ||||
Total cost of sales |
22,839 |
2,083 |
- |
24,922 | ||||
GROSS MARGIN |
11,887 |
150 |
- |
12,037 | ||||
OPERATING EXPENSES |
7,830 |
322 |
735 |
8,887 | ||||
Intersegment eliminations |
(26) |
- |
- |
(26) | ||||
Total operating expenses |
7,804 |
322 |
735 |
8,861 | ||||
OPERATING INCOME (LOSS) |
$ 4,083 |
$ (172) |
$ (735) |
$ 3,176 | ||||
INCOME (LOSS) FROM CONTINUING OPERATIONS |
$ 2,299 |
$ (496) |
$ (605) |
$ 1,198 | ||||
DISCONTINUED OPERATIONS |
- |
- |
451 |
451 | ||||
NET LOSS |
$ 2,299 |
$ (496) |
$ (154) |
$ 1,649 |
Gas Natural Inc. and Subsidiaries | ||||||||
Segments of Operations, Continued | ||||||||
(Unaudited) | ||||||||
Year Ended December 31, 2015 |
||||||||
(Amounts in thousands) |
||||||||
Natural Gas |
Marketing & |
Corporate & |
||||||
Operations |
Production |
Other |
Consolidated | |||||
OPERATING REVENUE |
$ 104,003 |
$ 12,132 |
$ - |
$ 116,135 | ||||
Intersegment eliminations |
(25) |
(3,749) |
- |
(3,774) | ||||
Total operating revenue |
103,978 |
8,383 |
- |
112,361 | ||||
COST OF SALES |
60,405 |
11,495 |
- |
71,900 | ||||
Intersegment eliminations |
(25) |
(3,749) |
- |
(3,774) | ||||
Total cost of sales |
60,380 |
7,746 |
- |
68,126 | ||||
GROSS MARGIN |
43,598 |
637 |
- |
44,235 | ||||
OPERATING EXPENSES |
35,833 |
814 |
2,667 |
39,314 | ||||
Intersegment eliminations |
(87) |
- |
- |
(87) | ||||
Total operating expenses |
35,746 |
814 |
2,667 |
39,227 | ||||
OPERATING INCOME (LOSS) |
$ 7,852 |
$ (177) |
$ (2,667) |
$ 5,008 | ||||
INCOME (LOSS) FROM CONTINUING OPERATIONS |
$ 3,476 |
$ (113) |
$ (2,194) |
$ 1,169 | ||||
DISCONTINUED OPERATIONS |
- |
- |
3,519 |
3,519 | ||||
NET INCOME (LOSS) |
$ 3,476 |
$ (113) |
$ 1,325 |
$ 4,688 |
Year Ended December 31, 2014 |
||||||||
(Amounts in thousands) |
||||||||
Natural Gas |
Marketing & |
Corporate & |
||||||
Operations |
Production |
Other |
Consolidated | |||||
OPERATING REVENUE |
$ 123,379 |
$ 17,605 |
$ - |
$ 140,984 | ||||
Intersegment eliminations |
(326) |
(8,088) |
- |
(8,414) | ||||
Total operating revenue |
123,053 |
9,517 |
- |
132,570 | ||||
COST OF SALES |
79,423 |
16,709 |
- |
96,132 | ||||
Intersegment eliminations |
(326) |
(8,088) |
- |
(8,414) | ||||
Total cost of sales |
79,097 |
8,621 |
- |
87,718 | ||||
GROSS MARGIN |
43,956 |
896 |
- |
44,852 | ||||
OPERATING EXPENSES |
32,177 |
2,478 |
3,201 |
37,856 | ||||
Intersegment eliminations |
(103) |
- |
- |
(103) | ||||
Total operating expenses |
32,074 |
2,478 |
3,201 |
37,753 | ||||
OPERATING INCOME (LOSS) |
$ 11,882 |
$ (1,582) |
$ (3,201) |
$ 7,099 | ||||
INCOME (LOSS) FROM CONTINUING OPERATIONS |
$ 6,492 |
$ (1,433) |
$ (2,330) |
$ 2,729 | ||||
DISCONTINUED OPERATIONS |
- |
- |
1,033 |
1,033 | ||||
NET INCOME (LOSS) |
$ 6,492 |
$ (1,433) |
$ (1,297) |
$ 3,762 |
Gas Natural Inc. and Subsidiaries | ||||||||
Natural Gas Operations | ||||||||
Utility Throughput |
||||||||
Three Months Ended December 31, |
Years Ended December 31, | |||||||
(in million cubic feet (MMcf)) |
2015 |
2014 |
2015 |
2014 | ||||
Full service distribution: |
||||||||
Energy West Montana (MT) |
1,037 |
1,046 |
3,076 |
3,510 | ||||
Frontier Natural Gas (NC) |
258 |
352 |
926 |
1,114 | ||||
Bangor Gas (ME) |
473 |
525 |
1,727 |
1,786 | ||||
Ohio Companies (OH) |
968 |
1,136 |
3,560 |
3,782 | ||||
Public Gas (KY) |
19 |
43 |
111 |
144 | ||||
Total full service distribution |
2,755 |
3,102 |
9,400 |
10,336 | ||||
Transportation |
2,504 |
2,579 |
10,610 |
10,444 | ||||
Bucksport |
60 |
663 |
597 |
5,441 | ||||
Total volumes |
5,319 |
6,344 |
20,607 |
26,221 |
Heating Degree Days |
||||||||||
Three Months Ended |
Percent Colder (Warmer) | |||||||||
December 31, |
2015 Compared to | |||||||||
Normal |
2015 |
2014 |
Normal |
2014 | ||||||
Great Falls, MT |
2,740 |
2,683 |
2,694 |
(2.08%) |
(0.41%) | |||||
Bangor, ME |
2,262 |
2,321 |
2,507 |
2.61% |
(7.42%) | |||||
Elkin, NC |
2,236 |
1,174 |
1,603 |
(47.50%) |
(26.76%) | |||||
Lancaster, OH |
2,004 |
1,462 |
1,999 |
(27.05%) |
(26.86%) | |||||
Weighted Average |
2,378 |
2,088 |
2,349 |
(12.18%) |
(11.08%) | |||||
Years Ended |
Percent Colder (Warmer) | |||||||||
December 31, |
2015 Compared to | |||||||||
Normal |
2015 |
2014 |
Normal |
2014 | ||||||
Great Falls, MT |
7,520 |
6,916 |
7,882 |
(8.03%) |
(12.26%) | |||||
Bangor, ME |
6,968 |
8,058 |
7,859 |
15.64% |
2.53% | |||||
Elkin, NC |
4,720 |
3,831 |
4,459 |
(18.83%) |
(14.08%) | |||||
Lancaster, OH |
5,491 |
5,281 |
6,049 |
(3.82%) |
(12.70%) | |||||
Weighted Average |
6,522 |
6,211 |
6,986 |
(4.77%) |
(11.09%) |
Gas Natural Inc. and Subsidiaries | |||||||||||
Reconciliation of GAAP Income from Continuing Operations to | |||||||||||
Non-GAAP Adjusted Income from Continuing Operations(1) | |||||||||||
(in thousands, except per share amounts) |
Three Months Ended |
Years Ended | |||||||||
December 31, |
December 31, | ||||||||||
2015 |
2014 |
2015 |
2014 | ||||||||
$ |
per |
$ |
per |
$ |
per |
$ |
per | ||||
GAAP income from continuing operations |
$ 729 |
$ 0.07 |
$ 1,198 |
$ 0.11 |
$ 1,169 |
$ 0.11 |
$ 2,729 |
$ 0.26 | |||
Add back, after tax: |
|||||||||||
Customer bankruptcy write-off |
- |
- |
- |
- |
- |
- |
673 |
0.06 | |||
Non-recurring legal and professional fees |
413 |
0.03 |
473 |
0.05 |
1,547 |
0.14 |
1,179 |
0.11 | |||
Non-recurring regulatory and other expenses |
62 |
0.01 |
658 |
0.06 |
688 |
0.07 |
1,042 |
0.10 | |||
Gain on marketable securities |
- |
- |
- |
- |
- |
- |
(110) |
(0.01) | |||
Loss on disposals, impairment or other |
(245) |
(0.02) |
251 |
0.02 |
207 |
0.02 |
251 |
0.02 | |||
Non-GAAP adjusted income from continuing operations(1) |
$ 959 |
$ 0.09 |
$ 2,580 |
$ 0.22 |
$ 3,611 |
$ 0.32 |
$ 5,764 |
$ 0.54 |
Gas Natural Inc. and Subsidiaries | |||||||
Reconciliation of GAAP Income from Continuing Operations to Non-GAAP Adjusted EBITDA(1) | |||||||
(in thousands) |
Three Months Ended |
Years Ended | |||||
December 31, |
December 31, | ||||||
2015 |
2014 |
2015 |
2014 | ||||
GAAP income from continuing operations |
$ 729 |
$ 1,198 |
$ 1,169 |
$ 2,729 | |||
Add back: |
|||||||
Net interest expense |
1,037 |
891 |
3,604 |
3,226 | |||
Income taxes |
74 |
647 |
417 |
1,548 | |||
Depreciation, amortization and accretion |
1,909 |
1,443 |
7,257 |
6,657 | |||
Customer bankruptcy write-off |
- |
- |
- |
1,056 | |||
Non-recurring legal and professional fees |
484 |
819 |
2,498 |
1,942 | |||
Non-recurring regulatory and other expenses |
- |
1,107 |
1,111 |
1,717 | |||
Gain on marketable securities |
- |
(1) |
- |
(184) | |||
Loss on disposals, impairment or other |
(468) |
414 |
335 |
414 | |||
Non-GAAP Adjusted EBITDA(1) |
$ 3,765 |
$ 6,518 |
$ 16,391 |
$ 19,105 |
(1)Non-GAAP Financial Measures:
The Company believes that, when used in conjunction with GAAP measures, Adjusted Income from Continuing Operations and Adjusted EBITDA, or earnings before interest, taxes, depreciation, amortization, accretion and atypical charges which are non-GAAP measures, allow investors to view its performance in a manner similar to the methods used by management and provides additional insight into its operating results. Adjusted Income from Continuing Operations and Adjusted EBITDA are not calculated through the application of GAAP and are not the required form of disclosure by the Securities and Exchange Commission. As such, these measures should not be considered as a substitute for the GAAP measure of net income and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. The use of any non-GAAP measure may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.
SOURCE Gas Natural Inc.
CLEVELAND, March 2, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 67,000 customers in four states, announced today that it will release its fourth quarter and full year 2015 financial results after the closing of financial markets on Tuesday, March 15, 2016.
The Company will host a conference call and webcast to review the financial and operating results for the quarter, along with its corporate strategies and outlook. A question-and-answer session will follow.
Fourth Quarter and Full Year 2015 Earnings Conference Call
Wednesday, March 16, 2016
4:30 p.m. Eastern Time
Phone: (201) 689-8471
Internet Webcast: www.egas.net
A telephonic replay will be available from 7:30 p.m. ET on the day of the teleconference through Wednesday, March 23, 2016. To listen to a replay of the call, dial (858) 384-5517 and enter the conference ID number 13628111, or access the webcast replay via the Company's website, where a transcript will also be posted once available.
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to end-use residential, commercial, and industrial customers. It distributes approximately 26 billion cubic feet of natural gas to approximately 67,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include interstate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under saturated markets. Gas Natural Inc. regularly posts information on its website at www.egas.net.
For more information, contact:
Gas Natural Inc. |
Investor Relations: | ||
James E. Sprague |
Deborah K. Pawlowski or Karen L. Howard | ||
Chief Financial Officer |
Kei Advisors LLC | ||
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 | ||
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
CLEVELAND, Feb. 18, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 67,000 customers in four states, announced that it filed with its regulators a proposed new corporate organizational structure and corresponding financing arrangements consistent with the new corporate structure.
Corporate Structural Revisions
In order to streamline its structure to facilitate greater focus on the four regulatory jurisdictions in which it operates, as well as to simplify its financing arrangements, Gas Natural proposes to create a wholly-owned subsidiary under which each of its nine regulated entities will be held. With the new structure, which is subject to regulatory approval, the regulated entities will be segregated from non-regulated operations.
Gregory J. Osborne, President and Chief Executive Officer, commented, "Our corporate structural changes and the new financing arrangement further reflect the progress we are making to establish a solid foundation upon which we can grow Gas Natural and build shareholder value. The new organizational structure will support our strategy by properly aligning our regulated operations, creating streamlined responsibilities for each regulatory jurisdiction, and enabling a much improved financing structure for the whole organization. We worked diligently to reflect and address specific constituencies and their respective interests in the development of this organizational structure. I believe it enables us to build upon the progress we have made in operational reform and regulatory relations."
Pending Financing Agreements
The Company also announced that it has reached agreement with its lenders to refinance and consolidate its debt within the proposed subsidiary holding company. The long-term debt agreements include proposed issuance of up to $50 million of senior notes, with maturities and interest rates to be determined upon closing, subject to prevailing market conditions at that time. The Company will additionally establish a $42 million five-year revolving credit facility. Closing on the debt agreements is subject to requested regulatory approvals and other closing conditions. Upon closing, proceeds from the new debt facilities will replace the Company's five existing loan facilities and provide additional cash for operational purposes.
James E. Sprague, Gas Natural's Chief Financial Officer, commented, "We expect that this operating structure and refinancing will provide much greater financial flexibility for the Company. Subject to regulatory approval and other closing conditions, we anticipate closing on our new debt agreements in the second half of 2016."
About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to end-use residential, commercial, and industrial customers. It distributes approximately 26 billion cubic feet of natural gas to approximately 67,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include interstate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under saturated markets. Gas Natural Inc. regularly posts information on its website at www.egas.net.
Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include but are not limited to the Company's ability to consummate the corporate reorganization and debt refinancing on terms that are acceptable to the Company, or at all; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make dividend payments; the Company's ability to implement its business plan; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
For more information, contact: |
||
Gas Natural Inc. |
Investor Relations: | |
James E. Sprague |
Deborah K. Pawlowski / Karen L. Howard | |
Chief Financial Officer |
Kei Advisors LLC | |
Phone: (216) 202-1564 |
Phone: (716) 843-3908 / (716) 843-3942 | |
Email: jsprague@egas.net |
SOURCE Gas Natural Inc.
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