Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 11, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | Gas Natural Inc. | ||
Entity Central Index Key | 43,350 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Trading Symbol | EGAS | ||
Entity Common Stock, Shares Outstanding | 10,507,734 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 97,777,406 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
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 | 0 | 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 |
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 | 0 |
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 | 0 | 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 (see Note 20) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock; $0.15 par value; 1,500,000 shares authorized, no shares issued or outstanding | $ 0 | $ 0 |
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 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts | $ 506 | $ 371 |
Preferred stock, par value (in dollars per share) | $ 0.15 | $ 0.15 |
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.15 | $ 0.15 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 10,504,734 | 10,492,511 |
Common stock, shares outstanding | 10,504,734 | 10,492,511 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
REVENUES | |||
Natural gas operations | $ 103,978 | $ 123,053 | $ 97,233 |
Marketing and production | 8,383 | 9,517 | 12,167 |
Total revenues | 112,361 | 132,570 | 109,400 |
COST OF SALES | |||
Natural gas purchased | 60,380 | 79,097 | 55,977 |
Marketing and production | 7,746 | 8,621 | 10,053 |
Total cost of sales | 68,126 | 87,718 | 66,030 |
GROSS MARGIN | 44,235 | 44,852 | 43,370 |
OPERATING EXPENSES | |||
Distribution, general, and administrative | 26,226 | 24,770 | 21,308 |
Maintenance | 1,422 | 1,225 | 1,142 |
Depreciation, amortization and accretion | 7,257 | 6,657 | 5,609 |
Taxes other than income | 4,119 | 3,927 | 3,672 |
Provision for doubtful accounts | 278 | 1,112 | 726 |
Contingent consideration loss (gain) | (75) | 62 | (1,565) |
Goodwill impairment | 0 | 0 | 726 |
Total operating expenses | 39,227 | 37,753 | 31,618 |
OPERATING INCOME | 5,008 | 7,099 | 11,752 |
Loss from unconsolidated affiliate | 0 | (352) | (5) |
Gain on sale of marketable securities | 0 | 184 | 0 |
Acquisition expense | 0 | (7) | (272) |
Stock sale expense | 0 | 0 | (309) |
Other income, net | 182 | 579 | 886 |
Interest expense | (3,604) | (3,226) | (3,176) |
Income before income taxes | 1,586 | 4,277 | 8,876 |
Income tax expense | (417) | (1,548) | (3,024) |
INCOME FROM CONTINUING OPERATIONS | 1,169 | 2,729 | 5,852 |
Discontinued operations, net of income taxes (See Note 4) | 3,519 | 1,033 | 819 |
NET INCOME | $ 4,688 | $ 3,762 | $ 6,671 |
BASIC & DILUTED EARNINGS (LOSS) PER SHARE: | |||
Continuing operations (in dollars per share) | $ 0.11 | $ 0.26 | $ 0.63 |
Discontinued operations (in dollars per share) | 0.34 | 0.1 | 0.08 |
Net income per share (in dollars per share) | 0.45 | 0.36 | 0.71 |
Weighted average dividends declared per common share (in dollars per share) | $ 0.54 | $ 0.5 | $ 0.55 |
COMPREHENSIVE INCOME: | |||
Net income | $ 4,688 | $ 3,762 | $ 6,671 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | |||
Unrealized gain on available for sale securities, net of tax of $8 and $23, for the years ended December 31, 2014 and 2013, respectively | 0 | 15 | 39 |
Accumulated unrealized gain on available for sale securities transferred to earnings, net of tax of $64 for the year ended December 31, 2014 | 0 | (120) | 0 |
Other comprehensive income (loss), net of tax | 0 | (105) | 39 |
COMPREHENSIVE INCOME | $ 4,688 | $ 3,657 | $ 6,710 |
Consolidated Statements of Com5
Consolidated Statements of Comprehensive Income [Parenthetical] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Unrealized gain on available for sale securities, tax portion | $ 8 | $ 23 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Tax | $ 64 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Capital In Excess Of Par Value [Member] | Accumulated Other Comprehensive Income [Member] | Retained Earnings [Member] |
BEGINNING BALANCE at Dec. 31, 2012 | $ 76,343 | $ 1,255 | $ 44,256 | $ 66 | $ 30,766 |
BEGINNING BALANCE (in shares) at Dec. 31, 2012 | 8,369,752 | ||||
Net income | 6,671 | $ 0 | 0 | 0 | 6,671 |
Other comprehensive income, net | 39 | 0 | 0 | 39 | 0 |
Exercise of stock options | 160 | $ 3 | 157 | 0 | 0 |
Exercise of stock options (in shares) | 20,000 | ||||
Stock compensation | 3 | $ 0 | 3 | 0 | 0 |
Stock compensation (in shares) | 0 | ||||
Purchase of JDOG Marketing | 2,642 | $ 39 | 2,603 | 0 | 0 |
Purchase of JDOG Marketing (in shares) | 256,926 | ||||
Common stock issued | 16,721 | $ 271 | 16,450 | 0 | 0 |
Common stock issued (in shares) | 1,805,000 | ||||
Dividends declared | (5,099) | $ 0 | 0 | 0 | (5,099) |
ENDING BALANCE at Dec. 31, 2013 | 97,480 | $ 1,568 | 63,469 | 105 | 32,338 |
ENDING BALANCE (in shares) at Dec. 31, 2013 | 10,451,678 | ||||
Net income | 3,762 | $ 0 | 0 | 0 | 3,762 |
Other comprehensive income, net | (105) | 0 | 0 | (105) | 0 |
Exercise of stock options | 46 | $ 1 | 45 | 0 | 0 |
Exercise of stock options (in shares) | 5,000 | ||||
Stock compensation | 316 | $ 4 | 312 | 0 | 0 |
Stock compensation (in shares) | 35,833 | ||||
Dividends declared | (5,189) | $ 0 | 0 | 0 | (5,189) |
ENDING BALANCE at Dec. 31, 2014 | $ 96,310 | $ 1,573 | 63,826 | 0 | 30,911 |
ENDING BALANCE (in shares) at Dec. 31, 2014 | 10,492,511 | 10,492,511 | |||
Net income | $ 4,688 | $ 0 | 0 | 0 | 4,688 |
Other comprehensive income, net | 0 | ||||
Stock compensation | 161 | $ 2 | 159 | 0 | 0 |
Stock compensation (in shares) | 12,223 | ||||
Dividends declared | (5,670) | $ 0 | 0 | 0 | (5,670) |
ENDING BALANCE at Dec. 31, 2015 | $ 95,489 | $ 1,575 | $ 63,985 | $ 0 | $ 29,929 |
ENDING BALANCE (in shares) at Dec. 31, 2015 | 10,504,734 | 10,504,734 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 4,688 | $ 3,762 | $ 6,671 |
Less income from discontinued operations | 3,519 | 1,033 | 819 |
Income from continuing operations | 1,169 | 2,729 | 5,852 |
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: | |||
Depreciation and amortization | 7,236 | 6,605 | 5,551 |
Accretion | 21 | 52 | 58 |
Amortization of debt issuance costs | 656 | 420 | 418 |
Provision for doubtful accounts | 278 | 1,112 | 726 |
Amortization of deferred loss on sale-leaseback | 358 | 0 | 0 |
Stock based compensation | 161 | 317 | 3 |
Gain on sale of marketable securities | 0 | (184) | 0 |
Gain on sale of assets | (118) | (28) | (158) |
Loss from unconsolidated affiliate | 0 | 352 | 5 |
Unrealized holding loss (gain) on contingent consideration | (75) | 62 | (1,565) |
Change in fair value of derivative financial instruments | (96) | 151 | 0 |
Investment tax credit | (21) | (21) | (21) |
Deferred income taxes | 2,171 | 2,136 | 4,025 |
Goodwill impairment | 0 | 0 | 726 |
Changes in assets and liabilities | |||
Accounts receivable, including related parties | 1,293 | (891) | (2,187) |
Unbilled gas | 658 | (481) | (3,009) |
Natural gas inventory | 1,239 | (458) | (389) |
Accounts payable, including related parties | (4,665) | 1,817 | 3,111 |
Regulatory assets and liabilities | (1,283) | (1,938) | 1,039 |
Prepayments and other | (645) | (24) | 1,076 |
Other assets | (35) | 235 | (464) |
Other liabilities | 1,122 | (817) | 642 |
Net cash provided by operating activities of continuing operations | 9,424 | 11,146 | 15,439 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (9,567) | (21,613) | (23,517) |
Proceeds from sale of fixed assets | 4,054 | 173 | 969 |
Proceeds from sale of marketable securities | 0 | 422 | 0 |
Proceeds from note receivable | 92 | 3 | 9 |
Investment in unconsolidated affiliate | 0 | 0 | (35) |
Restricted cash - capital expenditures fund | 0 | 57 | 1,264 |
Customer advances for construction | 33 | 17 | 12 |
Contributions in aid of construction | 1,193 | 2,262 | 1,106 |
Net cash used in investing activities of continuing operations | (4,195) | (18,679) | (20,192) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from lines of credit | 14,150 | 24,850 | 22,519 |
Repayments of lines of credit | (27,161) | (20,619) | (21,849) |
Proceeds from notes payable | 8,000 | 102 | 0 |
Repayments of notes payable | (6,542) | (3,565) | (633) |
Payments of capital lease obligations | (1,845) | (178) | (168) |
Debt issuance costs | (235) | (111) | (8) |
Proceeds from issuance of common shares | 0 | 0 | 16,721 |
Exercise of stock options | 0 | 45 | 160 |
Restricted cash - debt service fund | 0 | 132 | 749 |
Dividends paid | (5,670) | (5,659) | (5,006) |
Net cash provided by (used in) financing activities of continuing operations | (19,303) | (5,003) | 12,485 |
DISCONTINUED OPERATIONS | |||
Operating cash flows | 845 | 1,924 | 658 |
Investing cash flows | 14,371 | (511) | 1,738 |
Financing cash flows | 0 | (32) | (590) |
Net cash provided by discontinued operations | 15,216 | 1,381 | 1,806 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,142 | (11,155) | 9,538 |
Cash and cash equivalents, beginning of period | 1,586 | 12,741 | 3,203 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 2,728 | 1,586 | 12,741 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Cash paid for interest, net of amounts capitalized | 3,011 | 2,730 | 2,806 |
Cash refunded for income taxes, net | (79) | (234) | (4) |
NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Assets acquired under build-to-suit agreement | 5,245 | 5,597 | 0 |
Capital expenditures included in accounts payable | 226 | 1,047 | 1,798 |
Capital assets exchanged to settle payables | 0 | 322 | 83 |
Capital assets acquired through trade-in | 0 | 103 | 24 |
Capital additions acquired through debt | 0 | 26 | 0 |
Customer advances for construction moved to contribution in aid of construction | 3 | 10 | 16 |
Accrued dividends | 0 | 0 | 470 |
Restricted cash received from customer as security deposit | 0 | 950 | 0 |
Capitalized interest | 549 | 621 | 6 |
Customer relationships acquired from JDOG Marketing purchase | 0 | 0 | 2,800 |
Shares issued to purchase JDOG Marketing | 0 | 0 | 2,641 |
Contingent consideration issued to purchase JDOG Marketing | 0 | 0 | 2,250 |
Goodwill acquired from JDOG Marketing purchase | 0 | 0 | 2,102 |
Note receivable effectively settled in JDOG Marketing acquisition | 0 | 0 | 32 |
Plant, property and equipment acquired from JDOG Marketing purchase | $ 0 | $ 0 | $ 22 |
Summary of Business
Summary of Business | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure | Nature of Business Energy West was originally incorporated in Montana in 1909 and was reorganized as a holding company in 2009. On July 9, 2010, we changed our name to Gas Natural Inc. (the “Company,” “we,” “us,” or “our”) and reincorporated from Montana to Ohio. We are a natural gas company with operations in four states. Gas Natural is the parent company of Brainard, Energy West, GNR, Independence, GNSC, Great Plains, Lightning Pipeline, Lone Wolfe, and PGC. Brainard is a natural gas utility company with operations in Ohio. Energy West is the parent company of multiple entities that are natural gas utility companies with regulated operations in Maine, Montana, and North Carolina as well as non-regulated operations in Maine and Montana. GNR is a natural gas marketing company that markets gas in Ohio. Great Plains is the parent company of NEO, a regulated natural gas distribution company with operations in Ohio. NEO is the parent company of 8500 Station Street, a property management company, and Kidron, a small natural gas well company in Ohio. Lightning Pipeline is the parent company of Orwell, a regulated natural gas distribution company with operations in Ohio, and Spelman, a natural gas pipeline company in Ohio. We have three operating and reporting segments: · Natural Gas. 21 67,800 · Marketing and Production. 1.5 55 46 160 · Corporate and Other. orporate and other encompasses the results of our corporate acquisitions, equity transactions and discontinued operations. Included in corporate and other are costs associate d with business development and acquisitions, dividend income, recognized gains or losses from the sale of marketable securities, activity from Lone Wolfe which serves as an insurance agent for us and other businesses in the energy industry, and the results of our discontinued operations from the sales of EWW, the Shoshone and Glacier pipelines, and Independence. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the accounts and transactions of Gas Natural and its wholly-owned subsidiaries as well as the proportionate share of assets, liabilities, revenues, and expenses of certain producing natural gas properties. All intercompany transactions and balances have been eliminated. Certain reclassifications of prior year reported amounts have been made for comparative purposes. Such reclassifications are not considered material and had no effect on net income. We follow the provisions of ASC 980 Regulated Operations The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. We use estimates to measure certain deferred charges and deferred credits related to items subject to approval of the various public service commissions with jurisdiction over us. Estimates are also used in determining our allowances for doubtful accounts, unbilled gas, asset retirement obligations, contingent consideration liability, loss contingencies, and determination of depreciable lives of utility plant. The deferred tax asset and valuation allowance require a significant amount of judgment and are significant estimates. The estimates are based on projected future tax deductions, future taxable income, estimated limitations under the Internal Revenue Code, and other assumptions. We make acquisitions that involve combining the assets and liabilities of the acquired company with us. The assets and liabilities acquired are reported at their fair value at the date of acquisition. We may make estimates when we measure the fair value of acquired assets and liabilities. Our estimates could change in the near term and could significantly impact our results of operations and financial position. We measure certain of our assets and liabilities at fair value. The fair values of marketable securities are estimated based on the closing share price on the quoted market price for those investments. The fair values of our derivative instruments are estimated based on the difference between the fixed commodity price designated in the agreement and the commodity futures price for the settlement period at the measurement date. The fair value measure of our contingent consideration liability has significant unobservable inputs, including our weighted average cost of capital, our credit spread above the risk free rate and our forecasted future cash flows. A significant increase (decrease) in these inputs could result in a significant increase (decrease) in the fair value measure. Leases are categorized as either operating or capital leases at inception. Operating lease costs are recognized on a straight-line basis over the term of the lease. For capital leases, an asset and a corresponding liability are established for the present value at the beginning of the lease term of minimum lease payments during the lease term, excluding any executory costs. If the present value of the minimum lease payments exceeds the fair value of the leased property at lease inception, the amount measured initially as the asset and obligation shall be the fair value. The capital lease obligation is amortized over the life of the lease. For build-to-suit leases, we evaluate our level of risk during the asset’s construction or development period. If we determine that we bear substantially all of the risk during this period, we establish an asset and liability for the total project costs with the liability reduced by any project costs paid directly by us. Once the build-to-suit asset is complete, we assess whether the arrangement qualifies for sales recognition under the sale-leaseback accounting guidance. If the lease meets the criteria to qualify as a sale-leaseback transaction, then the asset and liability are removed from our consolidated balance sheet at the time of the sale and accounted for as either a capital or an operating lease. If it does not meet the criteria to qualify as a sale-leaseback transaction, then the asset and liability remain on our consolidated balance sheet and the transaction is treated as a financing. If the lease is treated as sale-leaseback, we evaluate the fair value of the property sold compared to the sale price of the assets and defer any profit or loss on the sale. Revenues are recognized in the period that services are provided or products are delivered. We record gas distribution revenues for gas delivered to residential and commercial customers but not billed at the end of the accounting period. We periodically collect revenues subject to possible refunds pending final orders from regulatory agencies. When this occurs, we recognize a liability for such refunds. We account for stock-based compensation arrangements by recognizing compensation costs for all stock-based awards over the respective service period for employee services received in exchange for an award of equity or equity-based compensation. The compensation cost is based on the fair value of the award on the date it was granted. We file our income tax returns on a consolidated basis. Rate-regulated operations record cumulative increases in deferred taxes as income taxes recoverable from customers. We use the deferral method to account for investment tax credits as required by regulatory commissions. Deferred income taxes are determined using the asset and liability method, under which deferred tax assets and liabilities are measured based upon the temporary differences between the financial statement and income tax bases of assets and liabilities, using current tax rates. Tax positions must meet a more-likely-than-not recognition threshold to be recognized. We do not have any unrecognized tax benefits that would have a material impact to our consolidated financial statements for any open tax years. No adjustments were recognized for uncertain tax positions for the three years ended December 31, 2015. We recognize interest and penalties related to unrecognized tax benefits in operating expense. As of December 31, 2015 and 2014, there were no unrecognized tax benefits nor interest or penalties accrued related to unrecognized tax benefits, nor were any interest or penalties recognized during the three years ended December 31, 2015. We, or one or more of our subsidiaries, files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The tax years after 2012 for federal and state returns remain open to examination by the major taxing jurisdictions in which we operate. Comprehensive income includes net income and other comprehensive income (loss), which is primarily comprised of unrealized holding gains or losses on available-for-sale securities. These gains or losses are excluded from net income and reported separately in our accompanying Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity as accumulated other comprehensive income. During the year ended December 31, 2014, we sold all of our available-for-sale securities. We recognized a gain on the sale of approximately $ 184 120 We compute basic earnings per share using the two class method because our restricted stock awards participate equally with common shares in the distribution of earnings. Diluted earnings per share reflect the potential dilution from the exercise or conversion of outstanding stock options and unvested restricted stock awards into common stock. We consider all highly liquid investments with original maturities of three months or less, at the date of acquisition, to be cash equivalents. We may have balances of cash and cash equivalents that exceed federally insurable limits. Our securities investments that we intend to hold to maturity are classified as held-to-maturity securities and recorded at amortized cost. Securities investments bought expressly for the purpose of selling in the near term are classified as trading securities and are measured at fair value with unrealized gains and losses reported in earnings. Securities investments not classified as either held-to-maturity or trading securities are classified as available-for-sale securities. Available-for-sale securities are recorded at fair value in the accompanying Consolidated Balance Sheets, with the change in fair value during the period excluded from earnings and recorded net of tax as a component of other comprehensive income. Realized gains and losses, and declines in value judged to be other than temporary, are recorded in the accompanying Consolidated Statements of Comprehensive Income. Accounts receivable are generated from sales and delivery of natural gas as measured by inputs from meter reading devices. Trade accounts receivable are carried at the expected net realizable value. There is credit risk associated with the collection of these receivables. As such, we record an allowance for doubtful accounts based on the amount of probable losses in our existing accounts receivable. The allowance for doubtful accounts is based on management’s assessment of the collectability of specific customer accounts, the aging of the accounts receivable and historical write-off amounts. The underlying assumptions may change from period to period and the allowance for doubtful accounts could potentially cause a negative material impact to the income statement and working capital. Two of our utilities in Ohio, Orwell and NEO, collect from their customers, through rates, an amount to provide an allowance for doubtful accounts. As accounts are identified as uncollectible, they are written off against this allowance for doubtful accounts with no income statement impact. In effect, all bad debt expense is funded by the customer base. The total amount collected from customers and the amounts written off are reviewed annually by the PUCO and the rate per Mcf is adjusted as necessary. Natural gas inventory is stated at the lower of weighted average cost or net realizable value except for Energy West Montana Great Falls, which is stated at the rate approved by the MPSC and includes transportation and storage costs. We account for purchased gas costs in accordance with procedures authorized by the utility commissions in the states in which we operate. Purchased gas costs that are different from those provided for in present rates, and approved by the respective commission, are accumulated and recovered or credited through future rate changes. The gas cost recoveries are monitored closely by the regulatory commissions in all of the states in which we operate and are subject to periodic audits or other review processes. Property, plant and equipment are recorded at original cost when placed in service. Depreciation and amortization on assets are generally recorded on a straight-line basis over the estimated useful lives. These assets are depreciated and amortized over three to forty years. EWR owns an interest in certain natural gas producing reserves on properties located in northern Montana. EWD also owns an interest in certain natural gas producing properties located in northern Montana. We are depleting these reserves using the units-of-production method. The production activities are being accounted for using the successful efforts method. We are not the operator of any of the natural gas producing wells on these properties and we do not have significant oil- and gas-producing activities as defined by ASC 932 - Extractive Activities Oil and Gas We capitalize the portion of our interest expense that is attributable under U.S. GAAP to our more significant construction projects over the duration of the respective construction periods. Capitalized interest is amortized to depreciation and amortization expense over the estimated useful life of the corresponding asset. During the years ended December 31, 2015 and 2014, we capitalized interest of $ 549 621 Contributions in aid of construction are contributions received from customers for construction that are not refundable and are amortized over the life of the assets. Customer advances for construction includes advances received from customers for construction that are to be wholly or partially refunded. As of December 31, 2015 and 2014, $ 1,027 994 Goodwill represents the excess of the purchase price over the fair value of identifiable net tangible and intangible assets acquired in a business combination. We test goodwill for impairment annually, or more often if events or changes in circumstances indicate that the carrying value of our goodwill may be more than the fair value. We test for goodwill impairment using a two-step approach. In the first step of the review process, we compare the estimated fair value of the reporting unit with its carrying value. If the estimated fair value of the reporting unit is less than its carrying value, we recognize an impairment loss for the excess, if any, of the carrying value over the implied fair value of the reporting unit's goodwill amount. We recognize an acquired intangible asset whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized on a straight-line basis over their estimated useful lives unless the estimated useful life is determined to be indefinite. Our customer relationships are amortized over an average useful life of 13 860 557 303 303 186 303 Debt issuance costs are fees and other direct incremental costs we incurred in obtaining debt financing and are recognized as assets in the accompanying consolidated balance sheets. At December 31, 2015 and 2014, we had $ 555 1,079 656 420 418 235 103 Note 14 Credit Facilities and Long-Term Debt We estimate that we will recognize amortization of debt issuance costs of $ 344 157 We use the equity method of accounting for equity investments in entities when we do not control the investee, but can exert significant influence over the financial and operating policies of the investee. Under the equity method, we record our share of the investee’s underlying net income or loss as non-operating income in our Consolidated Statements of Comprehensive Income with a corresponding increase or decrease in the investment account. Distributions received from the investee reduce our investment balance. At December 31, 2015 and 2014, we had a restricted cash balance of $ 1,898 948 Note 14 Credit Facilities and Long-Term Debt 950 450 We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or intangibles may not be recoverable. We measure the recoverability of assets to be held and used by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment loss to be recognized is measured as the amount by which the carrying value of the assets exceeds their fair value. We record the fair value of a liability for an asset retirement obligation ("ARO") in the period in which it was incurred or acquired. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset, and amortized over the related asset’s useful life. The increase in carrying value of a property associated with the capitalization of an asset retirement cost is included in property, plant and equipment in the accompanying Consolidated Balance Sheets. The accretion of the asset retirement liability is allocated to operating expense using a systematic and rational method. We recognize all of our derivative instruments as either assets or liabilities in the statement of financial position at fair value. We may account for changes in the fair value of a derivative instrument as a hedge if it meets certain qualifications and we have designated it as such. We must designate hedging instruments based upon the exposure being hedged, and recognize gains and losses related to hedges in our consolidated balance sheets. We recognize gains and losses related to derivative instruments that are not designated as hedging instruments in our consolidated statements of comprehensive income during the current period. We primarily manage commodity price risk related to natural gas by using derivative instruments. We enter forward contracts and commodity price swaps with fixed pricing to protect profit margins on future obligations to deliver gas at fixed prices or to protect our regulated utility customers from possible adverse price fluctuations in the market. These forward contracts usually qualify as a “normal purchase” or “normal sale” and are exempt from derivative accounting treatment. Our commodity price swaps do not meet any of the hedging exemption criteria under ASC 815 and are accounted for as derivatives. We present discontinued operations in our consolidated financial statements when we believe that the disposition of assets constitutes a strategic shift that will have a major effect on our operations or financial results. The results of prior periods are reclassified to conform to the current year presentation. Corporate overhead is not allocated to discontinued operations and any overhead that was allocated to the discontinued operations in prior periods is reclassified to our corporate and other segment. We do not allocate interest expense to discontinued operations unless debt is to be assumed by the buyer of our discontinued operations or debt is to be repaid as a result of the disposal of our discontinued operations. In February 2016, the FASB issued ASU 2016-02, Leases In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments, In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In April 2015, the FASB issued ASU 2015-3, Simplifying the Presentation of Debt Issuance Costs In May 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3 Acquisitions Acquisition of John D. Oil and Gas Marketing On June 1, 2013, we and our wholly-owned Ohio subsidiary, GNR, completed the acquisition of substantially all of the assets and certain liabilities of JDOG Marketing, an Ohio company engaged in the marketing of natural gas. The Osborne Trust is the majority owner of JDOG Marketing. Richard M. Osborne, our former chairman and chief executive officer, is the sole trustee of the Osborne Trust. We believe the natural gas marketing business complements our existing natural gas distribution business in Ohio. In addition, JDOG Marketing currently conducts natural gas marketing in Montana and Wyoming, which we believe allowed it to integrate the Ohio marketing operations into our operations with minimal increases in staff or overhead. Costs related to this acquisition totaled $ 613 Under the purchase agreement, we issued to JDOG Marketing 256,926 2,641 In addition, the purchase agreement provided for contingent earn-out payments for a period of five years after the closing of the transaction if GNR achieves an annual EBITDA target in the amount of $ 810 575 20 2,250 672 747 672 75 Note 8 Fair Value Measurements 672 Note 20 Commitments and Contingencies We valued each of the assets acquired (property, plant and equipment and customer relationships) and liabilities assumed (earn-out liability) at fair value as of the acquisition date. We used the net book value of property, plant, and equipment received, of $ 22 2,800 10 32 2,102 The results of GNR are included in our marketing and production operations reporting segment. GNR contributed $ 3,222 4,288 1,947 115 (99) 765 Historically, we have been a party to transactions with JDOG Marketing primarily for the purchase of natural gas. See Note 18 Related Party Transactions Acquisition of 8500 Station Street On March 5, 2013, we purchased the Matchworks Building in Mentor, Ohio for $ 1,853 245 1,608 During 2015, we sold the Matchworks building. See Note 5 Disposals |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 4 Discontinued Operations Year ended December 31, 2014 EWW/Pipelines Independence Total Current Assets: Cash and cash equivalents $ 257 $ - $ 257 Accounts receivable, net 1,003 2 1,005 Unbilled gas 735 - 735 Inventory 181 - 181 Prepayments and other 71 - 71 Regulatory assets, current 250 - 250 Total current assets 2,497 2 2,499 Non-Current Assets: Property, plant & equipment, net 8,967 - 8,967 Regulatory assets, non-current 156 - 156 Other assets 32 - 32 Total non-current assets 9,155 - 9,155 Total discontinued assets $ 11,652 $ 2 $ 11,654 Current Liabilities: Accounts payable $ 29 $ 1 $ 30 Accrued liabilities 334 - 334 Other current liabilities 123 16 139 Total current liabilities 486 17 503 Non-Current Liabilities: Customer advances for construction 41 - 41 Total discontinued liabilities $ 527 $ 17 $ 544 The following table presents the amounts of the major line items that are included in discontinued operations, net of income tax that are presented on our Consolidated Statements of Comprehensive Income. Years ended December 31, 2015 2014 2013 EWW/Pipeline assets Revenues $ 4,609 $ 10,927 $ 9,434 Cost of sales (2,534) (6,697) (5,260) Distribution, general & administrative (780) (1,503) (1,443) Maintenance (81) (175) (176) Depreciation & amortization - (542) (702) Taxes other than income (169) (321) (332) Other income 6 28 38 Interest expense (412) (1) (2) Pretax income from discontinued operations 639 1,716 1,557 Gain on the sale of EWW/Pipeline Assets 5,368 - - Income tax expense (2,458) (643) (368) Income from discontinued operations of EWW/Pipeline Assets $ 3,549 $ 1,073 $ 1,189 Independence Loss from discontinued operations of Independence (30) (40) (370) Discontinued operations, net of income tax $ 3,519 $ 1,033 $ 819 EWW and the Glacier & Shoshone Pipelines On October 10, 2014, we executed a stock purchase agreement for the sale of all of the stock of our wholly-owned subsidiary, EWW, to Cheyenne Light, Fuel and Power Company (“Cheyenne”). EWW has historically been included in our natural gas operations segment. In conjunction with this sale, our EWD subsidiary, entered into an asset purchase agreement for the sale of the of the transmission pipeline system known as the Shoshone Pipeline and the gathering pipeline system known as the Glacier Pipeline and certain other assets directly used in the operation of the pipelines (together the “Pipeline Assets”) to Black Hills Exploration and Production, Inc. (“Black Hills”), an affiliate of Cheyenne. The Pipeline Assets have historically comprised the entirety of our pipeline segment. As a result of EWW and the Pipeline Asset’s classification as discontinued operations, their results have been included in our corporate and other segment for all periods presented. On July 1, 2015, the transaction was completed and we received proceeds, net of costs to sell, of $ 14,223 1,185 4,869 499 310 103 Note 14 Credit Facilities and Long-Term Debt Our subsidiary, EWR, continues to conduct some business with both EWW and Black Hills relating to the Pipeline Assets. EWW will continue to purchase natural gas from EWR under an established gas purchase agreement through the first quarter of 2017. Additionally, EWR will continue to use EWW’s transmission system under a standing transportation agreement through the first quarter of 2017. Finally, EWR will continue to use the Pipeline Assets’ transmission systems under a standing transportation agreement through October 2017. During 2015, we received $ 1,550 1,832 Independence On November 6, 2013, we closed on the sale of Independence to Blue Ridge Energies, LLC (“Blue Ridge”) for a total of $ 2,342 8 |
Disposals
Disposals | 12 Months Ended |
Dec. 31, 2015 | |
Assets [Abstract] | |
Assets And Liabilities Held For Sale | Note 5 Disposals We have recently completed certain divestitures as part of our strategy to monetize non-core assets so that we may direct our energies and resources on operations that we believe have higher growth potential. The sale of these assets does not constitute a strategic shift that will have a major effect on our operations or financial results and as such, the disposals are not classified as discontinued operations in our consolidated financial statements. On October 15, 2015, we sold an office building in Mentor, Ohio for net proceeds of $ 1,220 1,760 469 161 80 In November 2015, we sold nearly all of the assets and liabilities of our Clarion and Walker Pennsylvania utilities to Utility Pipeline, LTD for proceeds of $ 848 415 350 213 46 December 31, 2014 Current Assets: Accounts receivable, net 49 Unbilled gas 22 Inventory 4 Prepayments and other 5 Regulatory assets, current 203 Total current assets 283 Non-Current Assets: Property, plant & equipment, net 407 Goodwill 112 Total non-current assets 519 Total assets held for sale $ 802 Current Liabilities: Accounts payable 36 Accrued liabilities 22 Other current liabilities 3 Total liabilities held for sale $ 61 On December 11, 2015, we sold to Kentucky Frontier Gas, LLC nearly all the assets and liabilities of our subsidiary PGC in Kentucky, for proceeds of $ 1,900 tax 47 66 2,090 284 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Disclosure | Note 6 - Goodwill In June 2013, we and our wholly-owned Ohio subsidiary, GNR, finalized our purchase of substantially all the assets and certain liabilities of JDOG Marketing. We accounted for this transaction as a business combination and as a result recognized $2,102 of goodwill. See Note 3 Acquisitions In November 2013, the PUCO released an Opinion and Order related to the 2012 NEO and Orwell GCR audits. This Opinion and Order, amongst other things, fined our NEO and Orwell subsidiaries for failure to terminate natural gas purchase agreements with JDOG Marketing. As a result of these fines, we have ceased all future purchases by NEO and Orwell of natural gas from GNR. We are unsure if GNR will be able to replace these lost sales volumes with sales to other sources. This change in forecast negatively affected the calculated enterprise value of GNR and led to the 2013 goodwill impairment charge included in our marketing and production segment. We calculated this impairment charge using both a discounted cash flow method and a guideline public company method. Natural Gas Marketing and Total Balance as of December 31, 2013 $ 14,891 $ 1,376 $ 16,267 Goodwill reclassified to assets held for sale (111) - (111) Balance as of December 31, 2014 14,780 1,376 $ 16,156 Goodwill reclassified to assets held for sale (284) - (284) Balance as of December 31, 2015 $ 14,496 $ 1,376 $ 15,872 December 31, 2015 2014 Goodwill, gross Natural gas $ 14,496 $ 14,780 Marketing and production 2,102 2,102 Total goodwill, gross 16,598 16,882 Accumulated impairment loss Natural gas - - Marketing and production (726) (726) Total accumulated impairment loss (726) (726) Goodwill, net $ 15,872 $ 16,156 |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliate | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Note 7 - Investment in Unconsolidated Affiliate Our EWR subsidiary, which is part of our marketing and production segment, owns a 24.5 2,160 79 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 Fair Value Measurements We follow a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to measurements involving unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows: Level 1 inputs - observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs - other inputs that are directly or indirectly observable in the marketplace. Level 3 inputs - unobservable inputs which are supported by little or no market activity. We categorize our fair value measurements within the hierarchy based on the lowest level input that is significant to the fair value measurement in its entirety. December 31, 2015 Level 1 Level 2 Level 3 TOTAL LIABILITIES: Contingent consideration $ - $ - $ 672 $ 672 Commodity swap contracts $ - $ 54 $ - $ 54 December 31, 2014 Level 1 Level 2 Level 3 TOTAL LIABILITIES: Contingent consideration $ - $ - $ 747 $ 747 Commodity swap contracts $ - $ 3,023 $ - $ 3,023 The fair value of our financial instruments including cash and cash equivalents, notes and accounts receivable, and notes and accounts payable are not materially different from their carrying amounts. Under the fair value hierarchy, the fair value of cash and cash equivalents is classified as a Level 1 measurement and the fair value of notes payable are classified as Level 2 measurements. Commodity Swaps Contracts We value our commodity swap contracts, which are categorized in Level 2 of the fair value hierarchy, by comparing the futures price at the measurement date of the natural gas commodity specified in the contract to the fixed price that we will pay. See Note 9 Derivative Financial Instruments Contingent Consideration Liability The contingent consideration liability categorized in Level 3 of the fair value hierarchy arose as a result of the JDOG Marketing acquisition. See Note 3 Acquisitions 810 575 We have recorded a liability for an earn-out payment for the year ended December 31, 2013. We do not believe an earn-out payment is due to JDOG Marketing as a result of payments made by the Ohio utilities to JDOG Marketing during 2013 that were disallowed by the PUCO. Richard M. Osborne, our former chairman and chief executive officer believes that JDOG Marketing is entitled to the earn-out. Richard M. Osborne and JDOG Marketing have filed a suit against us for the earn-out payment for 2013. In addition, the acquired business did not achieve the minimum annual EBITDA target in 2014 or 2015. See Note 20 Commitments and Contingencies Valuation of the contingent consideration liability for financial statement purposes was conducted by an independent third-party valuation firm. We reviewed the inputs and assumptions used in the valuation for reasonableness in the course of the valuation process and those inputs and assumptions were updated to reflect changes in our business environment. Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Contingent Consideration Liability 2015 2014 Balance January 1st $ 747 $ 685 Total (gains) losses for period: Included in net income (75) 62 Included in other comprehensive income - - Balance December 31st $ 672 $ 747 The change in fair value included in net income in the table above is reflected in our contingent consideration loss (gain) in our accompanying Consolidated Statements of Comprehensive Income and is the result of an unrealized holding loss (gain) associated with the change in the fair value of our contingent consideration liability. Quantitative Information about Level 3 Fair Value Measures Fair Value Valuation Unobservable Input Range December 31, 2015 Contingent Consideration $ 672 Monte Carlo analysis Forecasted annual EBITDA $500-$600 Weighted avg cost of capital 14.0% - 14.0% U.S. Treasury yields 0.7% - 1.1% Discounted cash flow U.S. Treasury yields 0.7% - 1.1% Credit spread 2.0% - 2.4% December 31, 2014 Contingent Consideration $ 747 Monte Carlo analysis Forecasted annual EBITDA $500 - $700 Weighted avg cost of capital 14.0% - 14.0% U.S. Treasury yields 0.3% - 1.1% Discounted cash flow U.S. Treasury yields 0.3% - 1.1% Credit spread 2.1% - 2.7% The fair value measure of our contingent consideration liability has significant unobservable inputs, including our weighted average cost of capital, our credit spread above the risk free rate and our GNR subsidiary’s forecasted future cash flows. A significant increase (decrease) in these inputs could result in a significant increase (decrease) in the fair value measure. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure | Note 9 Derivative Financial Instruments We enter into commodity swap contracts in order to reduce the commodity price risk related to natural gas prices. These commodity swap contracts set a fixed price that we will pay for specified notional quantities of natural gas. We have not designated any of these commodity swaps contracts as hedging instruments. The following table summarizes our commodity swap contracts outstanding as of December 31, 2015. We will pay the fixed price listed based on the volumes denoted in the table below in exchange for a variable payment from a counterparty based on the market price for the natural gas product listed for these volumes. These payments are settled monthly. Product Type Contract Period Volume Price per MMBtu AECO Canada - CGPR 7A Natural Gas Swap 4/1/15 - 3/31/16 500 MMBtu/Day $ 2.420 AECO Canada - CGPR 7A Natural Gas Swap 11/1/15 - 3/31/16 500 MMBtu/Day $ 2.260 We included in cost of sales in the accompanying Consolidated Statements of Comprehensive Income, $ 2,759 (96) 151 54 3,023 |
Regulatory Assets and Liabiliti
Regulatory Assets and Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Regulatory Assets and Liabilities Disclosure [Abstract] | |
Regulatory Assets | Note 10 Regulatory Assets and Liabilities December 31, 2015 2014 Current Long-term Current Long-term REGULATORY ASSETS Recoverable cost of gas purchases $ 1,936 $ - $ 692 $ - Deferred costs 490 1,226 491 1,715 Deferred loss on commodity swaps - - 2,872 - Income taxes - 297 - 297 Rate case costs 43 - 43 43 Total regulatory assets $ 2,469 $ 1,523 $ 4,098 $ 2,055 REGULATORY LIABILITIES Over-recovered gas pruchases $ 487 $ - $ 925 $ - Income taxes - 83 - 83 Asset retirement costs - 1,168 - 1,007 Total regulatory liabilities $ 487 $ 1,251 $ 925 $ 1,090 Recoverable Cost of Gas Purchases/Over-recovered Gas Purchases We account for purchased gas costs in accordance with procedures authorized by the utility commissions in the states in which we operate. Purchased gas costs that are different from those provided for in present rates, and approved by the respective commission, are accumulated and recovered (recoverable cost of gas purchases) or credited through future rate changes (over-recovered gas purchases). We generally recover or credit these amounts through rates within one year. The regulatory commissions in all of the states in which we operate closely monitor gas cost recovery mechanisms, and gas cost recoveries are subject to periodic audits or other review processes. Deferred Costs On June 27, 2014, our Frontier Natural Gas subsidiary entered into a stipulation with the Public Staff of the North Carolina Utilities Commission (Docket No G-40, Sub 124), in which the subsidiary agreed, among other items, to reclassify $ 2,450 Unrealized Loss on Commodity Swaps Our regulated subsidiaries defer recognition of unrealized losses and gains on their commodity swap derivative instruments as regulatory assets and liabilities, respectively. We recognize unrealized losses and gains as a component of cost of sales natural gas purchased on our Consolidated Statement of Comprehensive Income during the period in which they are settled and recovered through rates. The regulatory asset on our Consolidated Balance Sheet at December 31, 2014, was recovered during 2015. Income Taxes Both the regulatory asset and regulatory liability related to income taxes is included in our rate base and upon which we earn a return. Asset Retirement Costs As a result of regulatory action by the PUCO, Orwell and Brainard accrue an estimated liability for removing certain classes of utility plant long-lived assets at the end of their useful lives. Percent of Asset Cost Orwell Brainard Mains 15 % 20 % Meter/regulator stations 10 % Service lines 75 % We accrue these liabilities over the useful lives of the assets with the corresponding expense included as a portion of depreciation expense. Upon retirement of any assets included in these asset classes, any costs incurred to retire the asset will be recorded against this regulatory liability. Any costs in excess of the liability will be expensed as incurred and any residual liability in excess of incurred costs to retire the asset will act to reduce Orwell and Brainard’s future rates. As of December 31, 2015, none of the assets included in these asset classes have been retired. Other Regulatory Assets Our rate case costs do not earn a return and will be amortized over a period of 2 to 3 years |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 11 Earnings per Share Year Ended December 31, 2015 2014 2013 Numerator: Income from continuing operations $ 1,169 $ 2,729 $ 5,852 Income from discontinued operations 3,519 1,033 819 Net income $ 4,688 $ 3,762 $ 6,671 Denominator: Basic weighted average common shares outstanding 10,496,979 10,478,312 9,339,002 Dilutive effect of stock options - - 720 Dilutive effect of restricted stock awards 1,476 505 - Diluted weighted average common shares outstanding 10,498,455 10,478,817 9,339,722 Basic & diluted earnings per share of common stock: Continuing operations $ 0.11 $ 0.26 $ 0.63 Discontinued operations 0.34 0.10 0.08 Net income $ 0.45 $ 0.36 $ 0.71 We compute basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. We compute diluted earnings per share by adjusting the weighted average outstanding shares, assuming conversion of all potentially dilutive shares, using the treasury stock method. There were no shares or share equivalents that would have been anti-dilutive and therefore excluded in the calculation of diluted earnings per share for the years ended December 31, 2015, 2014 and 2013. Unvested restricted stock awards are treated as participating securities because they participate equally in dividends and earnings with other common shares. |
Property Plant & Equipment
Property Plant & Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure | Note 12 Property, Plant & Equipment December 31, 2015 2014 Gas transmission & distribution facilities $ 144,977 $ 162,912 Land 6,074 3,774 Buildings & leasehold improvements 9,746 11,213 Transportation equipment 5,749 3,809 Other equipment 17,232 15,180 Producing natural gas properties 4,032 3,900 Construction work in progress 4,878 8,646 Property, plant & equipment 192,688 209,434 Accumulated depreciation, depletion & amortization (50,237) (58,049) 142,451 151,385 Assets held for sale (35) (407) Discontinued operations - (8,967) Property, plant & equipment, net $ 142,416 $ 142,011 At December 31, 2015 and 2014, we reflected in our Consolidated Balance Sheets $ 9,852 6,525 Note 20 - Commitments and Contingencies December 31, 2015 2014 Gas transmission & distribution facilities $ 6,320 $ 6,320 Other equipment 7,521 - Capital lease assets, gross 13,841 6,320 Accumulated depreciation (1,467) (903) Capital lease assets, net $ 12,374 $ 5,417 We recorded depreciation expense on assets under capital leases of $ 564 401 401 Producing Natural Gas Properties In order to provide a stable source of natural gas for a portion of its requirements, EWR and EWD own two natural gas production properties and three gathering systems located in north central Montana. We deplete the cost of the gas properties using the units-of-production method. As of December 31, 2015 and 2014, we estimated, based on reserve estimates provided by an independent reservoir engineer, the net gas reserves at 1.5 2.1 686 2,696 10 782 864 We deplete the wells based upon production at approximately 13 10 10 318 395 422 16.2 20.0 19.0 EWD owns working interests in a group of approximately 50 75 . 114 107 129 5.8 5.5 5.8 For the years ended December 31, 2015, 2014 and 2013, EWR and EWD’s combined portion of the estimated daily gas production from the reserves was 432 502 550 22.0 26.0 25.0 |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation Disclosure | Note 13 Asset Retirement Obligations We have identified but not recognized ARO liabilities related to gas transmission and distribution assets resulting from easements over property that we do not own. These easements are generally perpetual and only require retirement action upon abandonment or cessation of use of the property for the specified purpose. We cannot estimate an ARO liability for such easements as we intend to utilize these properties indefinitely. In the event that we decide to abandon or cease the use of a particular easement, an ARO liability will be recorded at that time. 2015 2014 Balance, January 1st $ 1,197 $ 1,145 Accretion expense 21 52 Balance, December 31st $ 1,218 $ 1,197 We have no assets that are legally restricted for purposes of settling our AROs. As of December 31, 2014, we included $ 49 |
Credit Facilities and Long-Term
Credit Facilities and Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Long-Term Debt | Note 14 Credit Facilities and Long-Term Debt The following table presents our outstanding borrowings at December 31, 2015 and 2014. December 31, 2015 2014 Current borrowings 6.95% NIL Funding fixed rate note to related party, due April 20, 2016 $ 2,000 $ - LIBOR plus 1.75 to 2.25%, Bank of America line of credit, due April 1, 2017 15,750 28,761 Total current borrowings $ 17,750 $ 28,761 Long-term notes payable LIBOR plus 1.75 to 2.25%, Bank of America amortizing term loan, due April 1, 2017 $ 8,375 $ 8,875 6.16%, Allstate/CUNA Senior unsecured note, due June 29, 2017 13,000 13,000 5.38%, Sun Life fixed rate note, due June 1, 2017 15,334 15,334 4.15% Sun Life senior secured guaranteed note, due June 1, 2017 2,990 2,990 Vehicle and equipment financing loans 22 64 Total long-term notes payable 39,721 40,263 Less: current portion 5,012 542 Long-term notes payable, less current portion $ 34,709 $ 39,721 The weighted average interest rate on our current borrowings was 2.95 2.45 2.42 2.71 2.44 Amounts due in years ending December 31, 2016 $ 5,012 2017 34,706 2018 3 Total $ 39,721 Bank of America Our Energy West subsidiary has a credit facility with the Bank of America (“Credit Facility”) that provides for a revolving credit facility with a maximum borrowing capacity 30,000 April 1, 2017 On November 26, 2014, we entered into an amendment temporarily increasing the borrowing capacity 10,000 40,000 July 1, 2015 and the additional capacity was repaid prior to that date. In an order approving this temporary increase in borrowing capacity, the MPSC stated that any amounts borrowed under this increase in excess 5,000 first require the approval of the MPSC. This revolving credit facility includes an annual commitment fee ranging from 25 to 45 basis points of the unused portion of the facility and accrues interest based on our option of two indices - a base rate, which is defined as a daily rate based on the highest of the prime rate, the Federal Funds Rate plus 50 basis points or the daily LIBOR rate plus 100 basis points, or LIBOR plus 175 to 225 basis points. At December 31, 2015, we did not have any base rate borrowings. The weighted average outstanding interest rate on our revolving line of credit as of December 31, 2015 and 2014, was 2.17 2.44 155 14,095 In addition, Energy West has a $ 10,000 125 At December 31, 2015 and 2014, the Term Loan bore interest at 2.17 8,375 8,875 The Bank of America revolving credit agreement and term loan contain various covenants, which require that Energy West and its subsidiaries maintain compliance with a number of financial covenants, including a limitation on investments in another entity by acquisition of any debt or equity securities or assets or by making loans or advances to such entity. In addition, Energy West must maintain a total debt to total capital ratio not more than .55-to-1.00 no less than 2.0-to-1.0 Bank of America agreements establish limits on Energy West’s ability to incur additional borrowings, pay dividends, redeem or repurchase stock, consummate a merger or acquisition and dispose of NIL Funding On October 23, 2015, we entered into a loan agreement and promissory note for $ 3,000 1,000 Note 18 Related Party Transactions On April 6, 2015, we entered into a loan agreement and promissory note with NIL Funding. Pursuant to the note and loan agreement, NIL Funding loaned Gas 5,000 7.5 October 3, 2015 July 27, 2015, the NIL Funding credit facility was paid off and extinguished. Allstate/CUNA In connection with our sale of EWW and the Pipeline Assets, during the fourth quarter of 2015 we committed to repay $ 4,500 310 103 Note 4 Discontinued Operations The Allstate/CUNA senior unsecured note is an obligation of Energy West. The Allstate/CUNA senior unsecured notes contain various covenants, including a limitation on Energy West’s total dividends and distributions made in the immediately preceding 60 100 65 150 Sun Life The Sun Life fixed rate note is a joint obligation of Gas Natural Inc., NEO, Orwell and Brainard, and is guaranteed by Gas Natural Inc., Lightning Pipeline and Great Plains (the “Obligors”). This note received approval from the PUCO on March 30, 2011. The note is governed by a note purchase agreement. Under the note purchase agreement, we are required to make monthly interest payments and the principal is due at maturity. Prepayment of this note prior to maturity is subject to a 50 basis point make-whole premium. The Sun Life senior secured guaranteed note is a joint obligation of NEO, Orwell, and Brainard and is guaranteed by our non-regulated Ohio subsidiaries. The Sun Life covenants restrict certain cash balances and requires a debt service reserve account to be maintained to cover approximately one year of interest payments. The total balance in the debt service reserve account was $ 948 The Sun Life agreements establish limits on the Obligors’ ability to incur additional borrowings, pay dividends, redeem or repurchase stock, consummate a merger or acquisition and dispose of assets. We received consent from Sun Life, under its covenant restrictions, approving the sale of Independence prior to the finalization of the transaction. Generally, we may consummate a merger or consolidation if there is no event of default and the provisions of the notes are assumed by the surviving or continuing corporation. An event of default, if not cured or waived, would require us to immediately pay the outstanding principal balance of the notes as well as any and all interest and other payments due. An event of default would also entitle Sun Life to exercise certain rights with respect to any collateral that secures the indebtedness incurred under the notes. On May 31, 2014, we loaned $ 3,100 3,100 The covenants require, on a consolidated basis, an interest coverage ratio of at least 2.0 to 1.0 60 We believe that we were in compliance with all of our debt covenants as of December 31, 2015. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 15 Stockholders’ Equity Stock Repurchase Plan Our common stock trades on the NYSE MKT Equities under the symbol EGAS. The Board of Directors approved a stock repurchase plan whereby we may buy back up to 448,500 Stock Compensation The 2012 Incentive and Equity Award Plan (“Equity Award Plan”) provides for the grant of options, restricted stock, performance awards, other stock-based awards and cash awards to certain eligible employees and directors. The Equity Award Plan provides for 500,000 During 2015, we granted 12,223 120 9.81 120 3,000 22 451,944 On March 26, 2014, the board of directors granted an award of our common stock to each of our directors. The total number of shares awarded was 30,833 307 On July 21, 2014, in conjunction with his employment agreement, the board of directors granted 5,000 11.64 58 19 9 , respectively, of compensation expense related to the vesting of the restricted stock. At December 31, 2015, $ 30 July 21, 2017 Restricked Stock Awards Outstanding, December 31, 2014 5,000 Granted - Vested (1,667) Forfeited - Outstanding, December 31, 2015 3,333 2012 Non-Employee Director Stock Award Plan The 2012 Non-Employee Director Stock Award Plan allows each non-employee director to receive his or her fees in shares of our common stock by providing written notice to us. The plan authorized the issuance of 250,000 Restrictions on Dividends Our subsidiaries are subject to several restrictions on the amounts that they can distribute to our holding company. In addition to the debt covenants discussed in Note 14 Credit Facilities and Long-Term Debt At December 31, 2015, $ 76,233 95,489 , 79.8 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Note 16 Employee Benefit Plans We have a defined contribution plan (the "401k Plan") that covers substantially all of our employees. The plan provides for an annual contribution of 3 10 462 549 440 We sponsored a defined postretirement health benefit plan (the "Retiree Health Plan") providing health and life insurance benefits to eligible retirees. We discontinued contributions in 2006 and are no longer required to fund the Retiree Health Plan. The Plan pays eligible retirees (post- 65 60 125 102 133 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17 Income Taxes December 31, 2015 2014 Current Long-term Current Long-term Deferred tax assets: Allowance for doubtful accounts $ 190 $ - $ 142 $ - Contributions in aid of construction - 342 - 2,481 Asset retirement obligations - 448 - - Other nondeductible accruals 33 - 46 - Recoverable purchase gas costs 182 - 217 - Net operating loss carryforwards - 12,455 - 13,256 Property tax - - 158 - Other 12 627 451 - Total deferrred tax assets 417 13,872 1,014 15,737 Deferred tax liabilities: Recoverable purchase gas costs 720 - 379 - Property, plant and equipment - 18,439 - 17,376 Unrealized gain on securities available for sale - 581 - 549 Amortization of intangibles - 247 - 738 Other - 371 - 1,115 Total deferrred tax liabilities 720 19,638 379 19,778 Net deferred tax asset (liability) before valuation allowance (303) (5,766) 635 (4,041) Less: valuation allowance - (6,529) - (6,497) Total deferred tax asset (liability) $ (303) $ (12,295) $ 635 $ (10,538) Our current deferred tax assets and current deferred tax liabilities are included in other current assets and other current liabilities, respectively, on our Consolidated Balance Sheets. Year Ended December 31, 2015 2014 2013 Current income tax expense (benefit): Federal $ 468 $ 49 $ (344) State 227 11 121 Total current income tax expense (benefit) 695 60 (223) Deferred income tax expense: Federal 2,043 1,988 3,692 State 128 138 (200) Total deferred income tax expense 2,171 2,126 3,492 Total income taxes before credits 2,866 2,186 3,269 Investment tax credit, net (21) (21) (21) Total income tax expense 2,845 2,165 3,248 Income tax expense from discontinued operations (2,428) (617) (224) Income tax expense from continuing operations $ 417 $ 1,548 $ 3,024 Year Ended December 31, 2015 2014 2013 Tax expense at federal statutory rate $ 2,561 $ 2,015 $ 3,373 State income tax, net of federal tax expense 307 307 348 Amortization of deferred investment tax credits (21) (21) (21) Change in valuation allowance 24 (398) (238) Permanent differences 38 25 135 State rate change 7 149 (346) Other (71) 88 (3) Total income tax expense 2,845 2,165 3,248 Income tax expense from discontinued operations (2,428) (617) (224) Income tax expense from continuing operations $ 417 $ 1,548 $ 3,024 Balance at Additions/ Other Balance at Year Ended December 31, 2015 $ 6,497 $ 32 $ $ 6,529 Year Ended December 31, 2014 $ 5,699 $ 798 $ $ 6,497 Year Ended December 31, 2013 $ 4,175 $ 1,524 $ $ 5,699 In 2013, due to the increasing disparity between the tax rates and rules for state income taxes in the states in which we operate, we changed from using a blended effective tax rate for all of our subsidiaries to calculating an effective tax rate for each subsidiary based on each subsidiary’s taxable income and the applicable state tax. This resulted in a decrease in the state effective rate for most subsidiaries offset by an increased effective rate for subsidiaries with operations in North Carolina and Kentucky, with the resulting tax benefit of $ 336 98,000 100 1,971 1,762 1,524 We have approximately $ 19,590 82,442 net operating losses begin to expire in 2024. 52 4,913 14,676 1,564 We follow the applicable provisions of ASC 740 to recognize, measure, and disclose uncertain tax positions in the financial statements. Tax positions must meet a more-likely-than-not recognition threshold to be recognized in our consolidated financial statements and in subsequent periods. During the three years ended December 31, 2015, we did not recognize any adjustments for uncertain tax benefits. The tax years after 2012 remain open to examination by the major taxing jurisdictions in which we operate, although we do not expect to make material changes to unrecognized tax positions within the next twelve months. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 18 Related Party Transactions On October 23, 2015, we entered into a loan agreement and promissory note for $ 3,000 6.95 April 20, 2016 1,000 In an event of default, as defined under the loan agreement, NIL Funding may, at its option, require us to immediately pay the outstanding principal balance of the note as well as any and all interest and other payments due or convert any part of the amounts due and unpaid to shares of our common stock at a conversion price of 95% of the previous day’s closing price on the NYSE MKT. Note 16 Credit Facilities and Long-Term Debt On April 6, 2015, we entered into a loan agreement and promissory note with NIL Funding. Pursuant to the note and loan agreement, NIL Funding loaned Gas Natural $ 5,000 7.5 October 3, 2015 NIL Funding is an affiliate of The InterTech Group, Inc. (“InterTech”). The Chairperson and Chief Executive Officer of InterTech is Anita G. Zucker. Ms. Zucker, as trustee of the Article 6 Marital Trust, under the First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007, beneficially owns 940,000 8.94 We are party to certain agreements and transactions with Richard M. Osborne, our former chairman and chief executive officer, and companies owned or controlled by Richard M. Osborne. Acquisition of 8500 Station Street On March 5, 2013, we purchased the Matchworks Building in Mentor, Ohio for $ 1,853 Note 3 - Acquisitions On October 15, 2015, we sold the Matchworks Building for net proceeds of $ 1,220 409 1,760 Note 5 Disposals Acquisition of John D. Oil and Gas Marketing On June 1, 2013, we and our wholly-owned Ohio subsidiary, GNR, completed the acquisition of substantially all of the assets and certain liabilities of JDOG Marketing, an Ohio company engaged in the marketing of natural gas. The Osborne Trust is the majority owner of JDOG Marketing. Richard M. Osborne is the sole trustee of the Osborne Trust. The acquisition of JDOG Marketing was approved by the independent members of our board of directors and our shareholders. See Note 3 Acquisitions Lease Agreements We had an agreement to lease a pipeline from JDOG Marketing through December 31, 2016 6 Note 3 Acquisitions On October 7, 2013, 8500 Station Street entered into a lease agreement with OsAir, Inc. (“OsAir”), an entity owned and controlled by Richard M. Osborne. Pursuant to the agreement, 8500 Station Street leased to OsAir approximately 6,472 square feet of office space located at 8500 Station Street, Mentor, Ohio 44060, at a rent of $6 per month for a period of three years starting from March 1, 2013. In September of 2014, OsAir was evicted from the office space for failure to make payment and at December 31, 2015 and 2014, we are owed $29 of past due rent. On December 18, 2013, Orwell entered into a lease agreement with Cobra Pipeline Co., LLC (“Cobra”), an entity owned and controlled by Richard M. Osborne. Pursuant to the lease agreement, Cobra leases to Orwell approximately 2,400 square feet of warehouse space located at 2412 Newton Falls Rd., Newton Falls, OH 44444, at a rent of $2 per month for the time period commencing on December 18, 2013 and ending on February 29, 2016, at which time the lease was terminated. Accounts Receivable and Accounts Payable Accounts Receivable Accounts Payable at December 31, December 31, 2015 2014 2015 2014 Cobra Pipeline $ 117 $ 179 $ 121 $ 68 Orwell Trumbell Pipeline - - 15 102 Great Plains Exploration - 1 8 - Big Oats Oil Field Supply - 5 - - John D. Oil and Gas Company 7 7 48 - OsAir 41 35 - - Other 23 8 - - Total related party balances included in continuing operations $ 188 $ 235 $ 192 $ 170 Year Ended December 31, 2015 Natural Gas Rent, Supplies, Natural Gas Rental Income Cobra Pipeline $ 1,084 $ 26 $ - $ - Orwell Trumbell Pipeline 767 - 1 - Great Plains Exploration 359 - - - Big Oats Oil Field Supply - - 3 - John D. Oil and Gas Company 426 - 1 - OsAir - - 7 - Other - - 10 7 Total $ 2,636 $ 26 $ 22 $ 7 Year Ended December 31, 2014 Natural Gas Pipeline Rent, Supplies, Natural Gas Rental Income Cobra Pipeline $ 1,119 $ - $ 18 $ 105 $ 13 Orwell Trumbell Pipeline 788 - - 2 37 Great Plains Exploration 612 - - 13 5 Big Oats Oil Field Supply - 255 94 5 1 John D. Oil and Gas Company 738 - - 1 42 OsAir 176 - 6 4 52 Lake Shore Gas Storage 162 - - - - Other 76 - 23 21 3 Total $ 3,671 $ 255 $ 141 $ 151 $ 153 Year Ended December 31, 2013 Natural Gas Pipeline Rent, Supplies, Natural Gas Rental Income John D. Oil and Gas Marketing $ 951 $ - $ 17 $ 5 $ - Cobra Pipeline 843 264 20 158 - Orwell Trumbell Pipeline 795 - - 1 34 Great Plains Exploration 857 1 1 9 48 Big Oats Oil Field Supply - 2,968 624 4 5 John D. Oil and Gas Company 912 6 - 1 29 OsAir 242 13 92 5 73 Other 86 - 44 20 45 Total $ 4,686 $ 3,252 $ 798 $ 203 $ 234 We accrued a liability of $ 170 111 We incurred expenses of $ 309 In addition, we had related party natural gas imbalances of $ 256 98 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 19 Segment Reporting Our Chief Operating Officer has been identified as the chief operating decision maker because he has final authority over performance assessment and resource allocation decisions. Our reportable segments are based on our method of internal reporting, which generally segregates the strategic business units due to differences in services and regulation. We primarily separate our state regulated utility businesses from non-regulated marketing and production businesses, and our corporate level operations. We have regulated natural gas utility businesses in the states of Maine, Montana, North Carolina and Ohio that form our natural gas segment. We have non-regulated natural gas marketing and production businesses in Montana and Ohio that together form our marketing and production segment. Our corporate operations, our Lone Wolf insurance subsidiary, and our discontinued operations together form our corporate and other segment. Transactions between reportable segments are accounted for on an accrual basis, and are eliminated. Intercompany eliminations between segments consist primarily of gas sales from the marketing and production operations to the natural gas operations, intercompany accounts receivable and payable, equity, and investments in subsidiaries. See Note 4 Discontinued Operations The following tables set forth summarized financial information for our natural gas, marketing and production, and corporate and other operations segments for the years ended December 31, 2015, 2014 and 2013. Year Ended December 31, 2015 Natural Gas Marketing & Corporate & Consolidated OPERATING REVENUES $ 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 Distribution, general and administrative 23,537 312 2,667 26,516 Maintenance 1,419 3 - 1,422 Depreciation and amortization 6,770 466 - 7,236 Accretion 3 18 - 21 Taxes other than income 4,104 15 - 4,119 Intersegment eliminations (87) - - (87) Total operating expenses 35,746 814 2,667 39,227 OPERATING INCOME (LOSS) 7,852 (177) (2,667) 5,008 Other income (expense) 147 103 (68) 182 Interest expense (2,782) (135) (687) (3,604) Income (loss) before taxes 5,217 (209) (3,422) 1,586 Income tax benefit (expense) (1,741) 96 1,228 (417) INCOME (LOSS) FROM CONTINUING OPERATIONS 3,476 (113) (2,194) 1,169 Discontinued operations, net of income tax - - 3,519 3,519 NET INCOME (LOSS) $ 3,476 $ (113) $ 1,325 $ 4,688 Capital expenditures $ 9,383 $ 3 $ 181 $ 9,567 Year Ended December 31, 2014 Natural Gas Marketing & Corporate & Consolidated OPERATING REVENUES $ 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 Distribution, general and administrative 20,976 1,833 3,176 25,985 Maintenance 1,225 - - 1,225 Depreciation and amortization 6,071 515 19 6,605 Accretion 7 45 - 52 Taxes other than income 3,898 23 6 3,927 Unrealized holding loss - 62 - 62 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 Other income (expense) 890 (502) 16 404 Interest expense (2,619) (121) (486) (3,226) Income (loss) before taxes 10,153 (2,205) (3,671) 4,277 Income tax benefit (expense) (3,661) 772 1,341 (1,548) INCOME (LOSS) FROM CONTINUING OPERATIONS 6,492 (1,433) (2,330) 2,729 Discontinued operations, net of income tax - - 1,033 1,033 NET INCOME (LOSS) $ 6,492 $ (1,433) $ (1,297) $ 3,762 Capital expenditures $ 21,531 $ 60 $ 22 $ 21,613 Year Ended December 31, 2013 Natural Gas Marketing & Corporate & Consolidated OPERATING REVENUES $ 97,259 $ 20,260 $ - $ 117,519 Intersegment eliminations (26) (8,093) - (8,119) Total operating revenue 97,233 12,167 - 109,400 COST OF SALES 56,003 18,146 - 74,149 Intersegment eliminations (26) (8,093) - (8,119) Total cost of sales 55,977 10,053 - 66,030 GROSS MARGIN 41,256 2,114 - 43,370 OPERATING EXPENSES Distribution, general and administrative 19,561 801 1,770 22,132 Maintenance 1,139 3 - 1,142 Depreciation and amortization 5,081 457 13 5,551 Accretion 7 51 - 58 Unrealized holding gain - (1,565) - (1,565) Goodwill impairment - 726 - 726 Taxes other than income 3,619 28 25 3,672 Intersegment eliminations (14) - (84) (98) Total operating expenses 29,393 501 1,724 31,618 OPERATING INCOME (LOSS) 11,863 1,613 (1,724) 11,752 Other income (expense) 767 151 (618) 300 Interest expense (2,566) (142) (468) (3,176) Income (loss) before taxes 10,064 1,622 (2,810) 8,876 Income tax benefit (expense) (3,243) (586) 805 (3,024) INCOME (LOSS) FROM CONTINUING OPERATIONS 6,821 1,036 (2,005) 5,852 Discontinued operations, net of income tax - - 819 819 NET INCOME (LOSS) $ 6,821 $ 1,036 $ (1,186) $ 6,671 Capital expenditures $ 23,242 $ 217 $ 58 $ 23,517 Natural Gas Marketing & Corporate & Other Consolidated December 31, 2015 Total assets $ 228,549 $ 8,571 $ 100,822 $ 337,942 Intersegment eliminations (87,978) (3,946) (48,329) (140,253) Total assets $ 140,571 $ 4,625 $ 52,493 $ 197,689 December 31, 2014 Total assets $ 214,030 $ 9,193 $ 100,781 $ 324,004 Intersegment eliminations (68,715) (2,714) (38,571) (110,000) Total assets $ 145,315 $ 6,479 $ 62,210 $ 214,004 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 20 Commitments and Contingencies Lease Commitments Operating Leases We lease certain properties including land, office buildings, and other equipment under non-cancelable operating leases. We incurred lease expense related to operating leases for the years ended December 31, 2015, 2014 and 2013, of $ 319 258 222 Capital Leases During 2012, we entered into an agreement with United States Power Fund, L.P. whereby we lease certain pipeline and pipeline easement assets. The agreement contains an initial term of sixteen years, with the option to renew for two additional sixteen year terms. The lease calls for lease payments of $ 300 0.0125 120 ERP System Lease During 2014, we began construction of a new ERP system that for accounting purposes qualified as a build-to-suit lease. We determined that during the application development stage we assumed substantially all of the project’s risk and as such we were the owner of the asset during this period, under U.S. GAAP. Accordingly, we recorded $ 6,525 5,597 7,521 2,037 358 163 237 Future Minimum Lease Payments Operating Leases Build-to-Suit (1) Capital Leases 2016 $ 265 $ 612 $ 3,130 2017 259 817 3,130 2018 242 612 1,318 2019 214 - 300 2020 209 - 300 Thereafter 883 - 600 Total minimum lease payments $ 2,072 $ 2,041 8,778 Less: Interest portion 725 Total liability $ 8,053 (1) Build-to-suit lease is related to the third phase of our new ERP system, and will be evaluated for sale leaseback treatment upon its completion in 2016. The asset to be leased is not yet complete and as such actual amounts due may vary from the amounts presented. Our current capital lease obligations as of December 31, 2015 and 2014, of $ 2,876 188 5,177 1,675 267 122 132 Long-term Contracts Future Minimum Long-term Contractual Obligations Nova Gas Transcontinental Gas Maritimes & Jefferson Energy Transmission, Ltd. Pipe Line Company, LLC Northeast Pipeline, LLC Trading, LLC Other 2016 $ 899 $ 297 $ 576 $ 2,078 $ 9 2017 899 297 576 458 5 2018 861 297 357 - - 2019 674 297 357 - - 2020 674 297 357 - - Thereafter 1,309 21,715 - - - Total $ 5,316 $ 23,200 $ 2,223 $ 2,536 $ 14 We have various contracts for pipeline capacity to ensure that we are able to meet our customers’ demands for natural gas. Each of the contractual obligations above were estimated using the pricing in effect on December 31, 2015, except our obligation with Maritimes & Northeast Pipeline, LLC, which contract has a provision for fixed pricing. We have three contracts with Nova Gas Transmission, Ltd. that have expiration dates between October 2018 and October 2023. Our contract with Transcontinental Gas Pipe Line Company, LLC expires in February 2094 and our contract with Jefferson Energy Trading, LLC expires in March 2017. One of our contracts with Maritimes & Northeast Pipeline, LLC expires December 2019, and we are in a two year renewal period for a second contract that expires in December 2017. During 2015, we paid an aggregate of $ 5,902 None of the preceding long-term contracts have been recognized on our Consolidated Balance Sheets. Regulatory Matters On January 23, 2012, the PUCO directed its staff to examine the compliance of NEO and Orwell under the GCR mechanism. In a non-binding report to the PUCO in February 2013, its staff asserted that NEO could have purchased natural gas from local producers for less than what we paid and recommended an adjustment to the GCR calculations that would result in a liability for NEO and Orwell to its customers. In July 2013, after a hearing with the PUCO and its staff, we determined it was probable that the GCR adjustments recommended by the staff would be adopted by the PUCO and as a result we recorded a contingent liability in our financial statements for the period ended June 30, 2013. Based on the PUCO staff’s calculations and management’s assessment, we accrued an additional $ 944 1,173 On November 13, 2013, the PUCO issued an Opinion and Order related to the outstanding NEO and Orwell GCR cases; case numbers 12-209-GA-GCR and 12-212-GA-GCR. In it, the PUCO ordered adjustments to NEO and Orwell’s GCRs to disallow agent fees paid by the two companies to JDOG Marketing for natural gas procurement, disallow processing and treatment fees paid by NEO to Cobra for NEO’s natural gas supply being delivered through Cobra’s pipeline, and disallow certain excess costs associated with local production gas purchased by NEO and Orwell from JDOG Marketing. The total adjustment for the disallowance for these costs was approximately $ 1,027 Immediately following the release of the Opinion and Order, we examined NEO and Orwell’s GCRs for these disallowed cost in periods subsequent to the companies’ audit periods. As a result, we adjusted our accrual for costs disallowed by the PUCO by $ 329 In April 2014, the PUCO ordered an investigative audit to be conducted of NEO, Orwell and all affiliated and related companies. These audits examined the companies’ corporate separation and management structures, internal regulatory and financial controls, compensation systems, gas purchasing transactions and practices related to GCR calculations, and financial and accounting statements filed with regulatory agencies. The audit was completed and filed on January 23, 2015. The full report can be found on the PUCO’s website, www.puco.ohio.gov, under case number 14-0205-GA-C01. The Ohio Consumers’ Counsel intervened in the docket. On October 30, 2014, a stipulation and recommendation was filed in the docket that set forth the understanding of NEO, Orwell, Brainard and the commission staff regarding changes in policies and process, which is available in the 14-0205-GA-COI docket (the “Stipulation”). The PUCO has not yet taken any action on the Stipulation. In 2014, the PUCO staff conducted an audit of NEO and Orwell’s GCR for the periods March 1, 2012 through June 30, 2014, and July 1, 2012 through June 30, 2014; case numbers 14-209-GA-GCR and 14-212-GA-GCR. These audits include the approximately two year period ending June 30, 2014. The 2014 PUCO staff report identified additional disallowed costs and errors in the GCR calculation. As a result, we adjusted our contingent liability to settle this matter to $ 174 1,200 693 Legal Proceedings From time to time, we are involved in lawsuits that have arisen in the ordinary course of business. We are contesting each of these lawsuits vigorously and believe we have defenses to the allegations that have been made. Richard M. Osborne Suits On June 13, 2014, Richard M. Osborne, our former chairman and chief executive officer, filed a lawsuit against us and our corporate secretary captioned, “Richard M. Osborne and Richard M. Osborne Trust, Under Restated and Amended Trust Agreement of February 24, 2012 v. Gas Natural, Inc. et al.,” Case No. 14CV001210 which was filed in the Court of Common Pleas in Lake County, Ohio. In this lawsuit, Mr. Osborne sought an order requiring us to provide him with “the minutes and any corporate resolutions for the past five years.” We had provided Mr. Osborne with all the board minutes he requested that had been approved by the board. On October 29, 2014, Mr. Osborne filed an amended complaint in this matter demanding minutes of the committees of the board of directors and additional board minutes which he claimed he was entitled to receive. On November 17, 2014, the defendants moved to dismiss Mr. Osborne’s amended complaint for failure to state a claim upon which relief can be granted, and for summary judgment. On February 11, 2015, the Court granted defendants’ motion, dismissing the case except for one allegation in one paragraph of Mr. Osborne’s amended complaint: that we failed to produce minutes of any board meeting that occurred between June 1, 2014 and June 13, 2014. The Court held in abeyance its ruling on this issue, to give Mr. Osborne 30 days to conduct discovery limited to determining whether any board meetings occurred during that two-week period. On February 13, 2015, Mr. Osborne voluntarily dismissed his Complaint, without prejudice. On April 28, 2015, Mr. Osborne refiled this lawsuit in a different court, the Cuyahoga County Court of Common Pleas, captioned “Richard M. Osborne and Richard M. Osborne Trust, Under Restated and Amended Trust Agreement of January 13, 1995 v. Gas Natural Inc., et al.,” Case No. 15CV844836. Mr. Osborne is again seeking the board minutes at issue in the previously dismissed lawsuit and minutes that have been prepared subsequently. We believe the lawsuit, like its prior iteration, is wholly without merit and will vigorously contest it. In addition, we have filed a counterclaim against Mr. Osborne seeking to have him declared a vexatious litigator. If successful, Mr. Osborne will only be able to initiate new litigation against us after receiving permission from the court in which the case would be pending. This case has been stayed, pending the results of Case No. 14CV1512, described below, which is currently pending in the Court of Common Pleas in Lake County, Ohio. On June 26, 2014, Mr. Osborne filed a lawsuit against us and our board of directors captioned “Richard M. Osborne, Richard M. Osborne Trust, Under Restated and Amended Trust Agreement of February 24, 2012 and John D. Oil and Gas Marketing Company, LLC v. Gas Natural, Inc. et al.,” Case No. 14CV001290, filed in the Court of Common Pleas in Lake County, Ohio. In this lawsuit, among other things, Mr. Osborne (1) demanded payment of an earn-out associated with our purchase of assets from John D. Marketing, (2) alleged that the board of directors breached its fiduciary duties, primarily by removing Mr. Osborne as chairman of the board and chief executive officer, (3) sought injunctive relief to restrain our board members from “taking any actions on behalf of Gas Natural until they are in compliance with the law and the documents governing corporate governance,” and (4) asked the Court to enjoin the 2014 annual meeting that was scheduled to take place on July 30, 2014, and to delay it until such time that the board of directors would be “in compliance with the law and corporate governance.” Mr. Osborne dismissed the above lawsuit on July 15, 2014, without prejudice, as the parties started to engage in settlement negotiations in an attempt to resolve the dispute. After settlement negotiations broke down, Mr. Osborne refiled the lawsuit on July 28, 2014, Case No. 14CV1512, against us and our board members. In the re-filed lawsuit, among other things, Mr. Osborne (1) demands payment of an earn-out amount associated with our purchase of assets from John D. Marketing, (2) alleges that the board of directors breached its fiduciary duties by removing Mr. Osborne as chairman and chief executive officer, (3) seeks to enforce a July 15, 2014 term sheet, where the parties memorialized certain discussions they had in connection with their efforts to resolve the dispute arising out of the lawsuit, which included a severance payment of $ 1,000 On March 12, 2015, Cobra Pipeline Co., Ltd (“Cobra”) filed a lawsuit against us in the United States District Court for the Northern District of Ohio captioned “Cobra Pipeline Co., Ltd. v. Gas Natural Inc., et al.,” Case No. 1:15-CV-00481. Mr. Osborne owns and controls Cobra. Cobra’s complaint alleged that it uses a service to track the locations of its vehicles via GPS monitoring. Cobra alleged that we and other defendants accessed and intercepted vehicle tracking data, after we knew or should have known that our authority to do so had ended. The complaint alleged claims under the Stored Communications Act, the Wiretap Act, and various state-law claims. On September 17, 2015, the court granted defendants’ motion for summary judgment and dismissed Cobra’s complaint in its entirety. On October 19, 2015, Cobra filed its Notice of Appeal to the Sixth Circuit Court of Appeals. That appeal remains pending. On October 29, 2015, Orwell filed a lawsuit against Richard M. Osborne in the Lake County Court of Common Pleas, captioned “Orwell National Gas Company vs. Osborne Sr., Richard M.,” Case No. 15CV001877. The complaint alleges that Richard M. Osborne, while the chairman, president and chief executive officer of Orwell, Great Plains Exploration, Inc., John D. Oil & Gas Company, and GNSC fraudulently presented demands for payment to GNSC and Orwell, claiming that payments were due for natural gas purchased from Great Plains and John D. Oil & Gas Company from January 2012 through September 2013. Richard M. Osborne ultimately obtained two checks from Orwell in the total amount of $ 202 Mr. Osborne filed his answer to the complaint on March 10, 2016, and this matter is currently pending before the Lake County Court Orwell filed a complaint and motion for preliminary injunction against Ohio Rural Natural Gas Co-Op (“Ohio Rural”) and Richard M. Osborne, captioned “Orwell Natural Gas Company v. Ohio Rural Natural Gas Co-Op, et al.,” filed November 30, 2015 in the Lake County Court of Common Pleas, Case No. 15CV002063, alleging that Ohio Rural and Richard M. Osborne acted in concert to convert, for the use of their own supply, natural gas supply lines owned and operated by Orwell. The complaint alleges that on November 20, 2015, Ohio Rural and Richard M. Osborne tampered with and severed gas lines owned by Orwell on Tin Man Road in Mentor, Ohio, terminated its service to approximately 50 independently owned businesses, and converted it for their own personal use. The complaint states claims for conversion, unjust enrichment and civil remedy against criminal act, and seeks compensatory and liquidated damages. On December 23, 2015, Ohio Rural filed a motion to dismiss, which is currently pending before the court. Also on November 30, 2015, Orwell filed a case with the PUCO on the same grounds, captioned “In the Matter of Orwell Natural Gas Company, Brainard Gas Corporation and Northeast Ohio Natural Gas Corporations’ Request for Injunctive Relief,” Case No. 15-2015-GA-UNC, given the PUCO’s jurisdiction regarding pipeline safety issues. In addition to the foregoing, we are involved in other proceedings before the PUCO involving entities owned or controlled by Richard M. Osborne, our former chairman, president, and chief executive officer. On or about March 12, 2015, a demand for arbitration, captioned “Orwell-Trumbull Pipeline Company, LLC v. Orwell Natural Gas Company,” Case No: 01-15-0002-9137, was filed with the American Arbitration Association by Orwell Trumbull Pipeline Company, LLC (“OTPC”) with respect to a dispute under the Natural Gas Transportation Service Agreement between it and Orwell and Brainard. OTCP claims Orwell is in breach of the exclusivity provisions in the Agreement. Orwell filed several counterclaims, including claims for breach of contract, fraud, and unjust enrichment. On March 31, 2015, Orwell filed a complaint on the same grounds with the PUCO captioned “Orwell Natural Gas Company v. Orwell-Trumbull Pipeline Company LLC,” Case Number, 15-0637-GA-CSS, which was ultimately consolidated with PUCO case numbers 15-0475-GA-CSS and 14-1654-GA-CSS, to address issues regarding the operation of and contract rights for utilities on the Orwell Trumbull Pipeline. The PUCO held a hearing on November 3rd and 4th, 2015. The parties’ final briefs were filed on January 8, 2015, and are currently pending before the PUCO. Shareholders Suit Beginning on December 10, 2013, five putative shareholder derivative lawsuits were filed by five different individuals, in their capacity as our shareholders, in the United States District Court for the Northern District of Ohio, purportedly on behalf of us and naming certain of our current and former executive officers and directors as individual defendants. These five shareholder lawsuits are captioned as follows: (1) Richard J. Wickham v. Richard M. Osborne, et al., (Case No. 1:13-cv-02718-LW); (2) John Durgerian v. Richard M. Osborne, et al., (Case No. 1:13-cv-02805-LW); (3) Joseph Ferrigno v. Richard M. Osborne, et al., (Case No. 1:13-cv-02822-LW); (4) Kyle Warner v. Richard M. Osborne, et al., (Case No. 1:14-cv-00007-LW) and (5) Gary F. Peters v. Richard M. Osborne, (Case No. 1:14-cv-0026-CAB). On February 6, 2014, the five lawsuits were consolidated solely for purposes of conducting limited pretrial discovery, and on February 21, 2014, the Court appointed lead counsel for all five lawsuits. The parties are currently conducting discovery in this lawsuit. The consolidated action contains claims against various of our current or former directors or officers alleging, among other things, violations of federal securities laws, breaches of fiduciary duty, waste of corporate assets and unjust enrichment arising primarily out of our acquisition of the Ohio utilities, services provided by JDOG Marketing and the acquisition of JDOG Marketing, and the sale of our common stock by Richard M. Osborne, our former chairman and chief executive officer, and Thomas J. Smith, our former chief financial officer. The suit, in which we are named as a nominal defendant, seeks the recovery of unspecified damages allegedly sustained by us, corporate reforms, disgorgement, restitution, the recovery of plaintiffs’ attorney’s fees and other relief. We, along with the other defendants, filed a motion to dismiss the consolidated action in its entirety on May 8, 2014. The motion to dismiss was based on, among other things, the failure of the plaintiffs to make demand on our board of directors to address the alleged wrongdoing prior to filing their lawsuits and the failure to state viable claims against various individual defendants. Richard M. Osborne, individually, is now represented by counsel independent of all other defendants in the case and submitted a filing in support of the motion to dismiss on his own behalf. On September 24, 2014, the magistrate judge assigned to the case issued a report and recommendation in response to the motion to dismiss. The magistrate judge recommended that the plaintiffs’ claims against the individual defendants with respect to the “unjust enrichment” allegation in the complaint be dismissed. The magistrate judge recommended that all other portions of the motion to dismiss be denied. On June 4, 2015, the trial judge assigned to the case adopted in full the report and recommendation, the objections filed by the defendants, and the responses from the plaintiffs. The parties engaged in settlement mediation on February 25, 2015. The parties failed to reach a settlement, but discussions are ongoing. At this time we are unable to provide an estimate of any possible future losses that we may incur in connection to this suit. We carry insurance that we believe will cover any negative outcome associated with this action. This insurance carries a $ 250 Harrington Employment Suit On February 25, 2013, one of our former officers, Jonathan Harrington, filed a lawsuit captioned “Jonathan Harrington v. Energy West, Inc. and Does 1-4,” Case No. DDV-13-159 in the Montana Eighth Judicial District Court, Cascade County. Mr. Harrington claims he was terminated in violation of a Montana statute requiring just cause for termination. In addition, he alleges claims for negligent infliction of emotional distress and negligent slander. Mr. Harrington is seeking relief for economic loss, including lost wages and fringe benefits for a period of at least four years from the date of discharge, together with interest. Mr. Harrington is an Ohio resident and was employed in our Ohio corporate offices. On March 20, 2013, we filed a motion to dismiss the lawsuit on the basis that Mr. Harrington was an Ohio employee, not a Montana employee, and therefore the statute does not apply. On July 1, 2014, the court conducted a hearing, made extensive findings on the record, and issued an Order finding in our favor and dismissing all of Mr. Harrington’s claims. On July 21, 2014, Mr. Harrington appealed the dismissal to the Montana Supreme Court. On August 11, 2015, the Montana Supreme Court agreed with us that Mr. Harrington’s employment was governed by Ohio law, and as such he could not take advantage of Montana’s Wrongful Discharge from Employment Act. However, the Montana Supreme Court also held the trial court erred in determining it lacked jurisdiction over the case, finding the trial court should have retained jurisdiction and applied Ohio law to Mr. Harrington’s claims. As Ohio is an “at will” state, we believe there are no claims under Ohio law and the case will ultimately be dismissed by the trial court on remand. On September 28, 2015, Mr. Harrington filed a motion to amend complaint to assert new causes of action not previously alleged including claims for misrepresentation, constructive fraud based on alleged representations, slander, and mental pain and suffering. We answered the amended complaint to preserve our defenses, we have also opposed Mr. Harrington’s motion to amend. On December 14, 2015, we filed a motion to dismiss the Montana action in its entirety on the basis that the forum is not appropriate. Our motion to dismiss is now fully briefed and is awaiting ruling by the court. We continue to believe Mr. Harrington’s claims under both Montana and Ohio law are without merit and we will continue to vigorously defend this case on all grounds. Special Committee of the Board Investigation On March 26, 2014, the board of directors formed a special committee comprised of three independent directors to investigate the allegations contained in a letter received from one of our shareholders. The letter demands that the board take legal action to remedy alleged breaches of fiduciary duties by the board and certain of our executive officers in connection with the Order and Opinion issued by the PUCO on November 13, 2013. The special committee has the power to retain any advisors, including legal counsel and accounting, financial and regulatory advisors, that the committee determines to be appropriate to carry out its responsibilities in connection with its investigation. The special committee prepared a report with the assistance of legal counsel and financial and regulatory advisors evaluating the allegations and the board evaluated the report. Insurance coverage was not available for costs associated with this review and report. We incurred substantial costs and expenses related to the investigation that are not covered by insurance. SEC Investigation We received a letter from the Chicago Regional Office of the SEC dated March 3, 2015, stating that the staff of the SEC is conducting an investigation regarding (i) audits by the PUCO and Rehmann Corporate Investigative Services, (ii) the determination and calculation of the GCR, (iii) our financial statements and internal controls and (iv) various entities affiliated with our former chairman and chief executive officer, Richard M. Osborne. On May 29, 2015, we received a subpoena regarding a formal investigation, case number C-08186-A. The SEC has requested we preserve all documents relating to these matters. We are complying with this request and intend to cooperate fully with the SEC. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts Receivable | Note 21 Accounts Receivable Amounts Amounts Balance at Charged/ Charged Off, Balance at Beginning (Credited) Net of End of of Period To Expense Recoveries Period Year Ended December 31, 2015 Deducted from accounts receivable for doubtful accounts $ 371 $ 278 $ 143 $ 506 Year Ended December 31, 2014 Deducted from accounts receivable for doubtful accounts $ 1,978 $ 1,112 $ 2,719 $ 371 Year Ended December 31, 2013 Deducted from accounts receivable for doubtful accounts $ 1,343 $ 726 $ 91 $ 1,978 During 2013, a large industrial customer of ours entered bankruptcy proceedings. We believed that we had an administrative claim for the unreserved portion of our accounts receivable and that we were likely to collect the amount. In June 2014, the bankruptcy court denied our administrative claim on the customer and, as a result, we wrote off $ 1,056 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 22 Accrued Liabilities December 31, 2015 2014 Deferred payments received from levelized billing $ 3,107 $ 2,360 Taxes other than income 1,861 2,083 Interest 446 201 Accrued liabilities to related parties 170 111 Employee benefits 149 123 Vacation 104 96 Accrued liabilities $ 5,837 $ 4,974 |
Unaudited Quarterly Results of
Unaudited Quarterly Results of Operations | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Results of Operations | 2015 Quarter Ended December 31, September 30, June 30, March 31, Revenue $ 29,498 $ 13,084 $ 16,046 $ 53,733 Gross margin 12,309 6,861 7,500 17,565 Income tax benefit (expense) (74) 1,312 1,012 (2,667) Income (loss) from continuing operations 729 (2,264) (1,713) 4,417 Discontinued operations, net of tax (526) 3,395 213 437 Net income (loss) and comprehensive income (loss) 203 1,131 (1,500) 4,854 Basic and diluted earnings per share Continuing operations $ 0.07 $ (0.22) $ (0.16) $ 0.42 Discontinued operations (0.05) 0.32 0.02 0.04 Net income (loss) per share $ 0.02 $ 0.10 $ (0.14) $ 0.46 2014 Quarter Ended December 31, September 30, (1) June 30, March 31, Revenue $ 36,959 $ 13,615 $ 20,500 $ 61,496 Gross margin 12,037 7,015 8,392 17,408 Income tax benefit (expense) (647) 1,008 850 (2,759) Income (loss) from continuing operations 1,198 (1,514) (1,492) 4,537 Discontinued operations, net of tax 451 35 65 482 Net income (loss) 1,649 (1,479) (1,427) 5,019 Comprehensive income (loss) 1,651 (1,589) (1,423) 5,018 Basic and diluted earnings per share Continuing operations $ 0.11 $ (0.14) $ (0.14) $ 0.43 Discontinued operations 0.05 - - 0.05 Net income (loss) per share $ 0.16 $ (0.14) $ (0.14) $ 0.48 (1) We classified our EWW subsidiary and the Pipeline Assets as discontinued operations during the third quarter of 2014. All prior periods have been restated to match this presentation. During the fourth quarter of 2015, we recognized in other income a $ 415 409 341 413 Note 4 Discontinued Operations Note 5 Disposals 513 358 163 237 |
Significant Accounting Polici31
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the accounts and transactions of Gas Natural and its wholly-owned subsidiaries as well as the proportionate share of assets, liabilities, revenues, and expenses of certain producing natural gas properties. All intercompany transactions and balances have been eliminated. |
Reclassifications | Reclassifications Certain reclassifications of prior year reported amounts have been made for comparative purposes. Such reclassifications are not considered material and had no effect on net income. |
Effects of Regulation | We follow the provisions of ASC 980 Regulated Operations |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. We use estimates to measure certain deferred charges and deferred credits related to items subject to approval of the various public service commissions with jurisdiction over us. Estimates are also used in determining our allowances for doubtful accounts, unbilled gas, asset retirement obligations, contingent consideration liability, loss contingencies, and determination of depreciable lives of utility plant. The deferred tax asset and valuation allowance require a significant amount of judgment and are significant estimates. The estimates are based on projected future tax deductions, future taxable income, estimated limitations under the Internal Revenue Code, and other assumptions. We make acquisitions that involve combining the assets and liabilities of the acquired company with us. The assets and liabilities acquired are reported at their fair value at the date of acquisition. We may make estimates when we measure the fair value of acquired assets and liabilities. Our estimates could change in the near term and could significantly impact our results of operations and financial position. |
Fair Value Measurements | We measure certain of our assets and liabilities at fair value. The fair values of marketable securities are estimated based on the closing share price on the quoted market price for those investments. The fair values of our derivative instruments are estimated based on the difference between the fixed commodity price designated in the agreement and the commodity futures price for the settlement period at the measurement date. The fair value measure of our contingent consideration liability has significant unobservable inputs, including our weighted average cost of capital, our credit spread above the risk free rate and our forecasted future cash flows. A significant increase (decrease) in these inputs could result in a significant increase (decrease) in the fair value measure. |
Leases | Leases Leases are categorized as either operating or capital leases at inception. Operating lease costs are recognized on a straight-line basis over the term of the lease. For capital leases, an asset and a corresponding liability are established for the present value at the beginning of the lease term of minimum lease payments during the lease term, excluding any executory costs. If the present value of the minimum lease payments exceeds the fair value of the leased property at lease inception, the amount measured initially as the asset and obligation shall be the fair value. The capital lease obligation is amortized over the life of the lease. For build-to-suit leases, we evaluate our level of risk during the asset’s construction or development period. If we determine that we bear substantially all of the risk during this period, we establish an asset and liability for the total project costs with the liability reduced by any project costs paid directly by us. Once the build-to-suit asset is complete, we assess whether the arrangement qualifies for sales recognition under the sale-leaseback accounting guidance. If the lease meets the criteria to qualify as a sale-leaseback transaction, then the asset and liability are removed from our consolidated balance sheet at the time of the sale and accounted for as either a capital or an operating lease. If it does not meet the criteria to qualify as a sale-leaseback transaction, then the asset and liability remain on our consolidated balance sheet and the transaction is treated as a financing. If the lease is treated as sale-leaseback, we evaluate the fair value of the property sold compared to the sale price of the assets and defer any profit or loss on the sale. |
Revenue Recognition | Revenue Recognition Revenues are recognized in the period that services are provided or products are delivered. We record gas distribution revenues for gas delivered to residential and commercial customers but not billed at the end of the accounting period. We periodically collect revenues subject to possible refunds pending final orders from regulatory agencies. When this occurs, we recognize a liability for such refunds. |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation arrangements by recognizing compensation costs for all stock-based awards over the respective service period for employee services received in exchange for an award of equity or equity-based compensation. The compensation cost is based on the fair value of the award on the date it was granted. |
Income Taxes | Income Taxes We file our income tax returns on a consolidated basis. Rate-regulated operations record cumulative increases in deferred taxes as income taxes recoverable from customers. We use the deferral method to account for investment tax credits as required by regulatory commissions. Deferred income taxes are determined using the asset and liability method, under which deferred tax assets and liabilities are measured based upon the temporary differences between the financial statement and income tax bases of assets and liabilities, using current tax rates. Tax positions must meet a more-likely-than-not recognition threshold to be recognized. We do not have any unrecognized tax benefits that would have a material impact to our consolidated financial statements for any open tax years. No adjustments were recognized for uncertain tax positions for the three years ended December 31, 2015. We recognize interest and penalties related to unrecognized tax benefits in operating expense. As of December 31, 2015 and 2014, there were no unrecognized tax benefits nor interest or penalties accrued related to unrecognized tax benefits, nor were any interest or penalties recognized during the three years ended December 31, 2015. We, or one or more of our subsidiaries, files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The tax years after 2012 for federal and state returns remain open to examination by the major taxing jurisdictions in which we operate. |
Comprehensive Income | Comprehensive income includes net income and other comprehensive income (loss), which is primarily comprised of unrealized holding gains or losses on available-for-sale securities. These gains or losses are excluded from net income and reported separately in our accompanying Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity as accumulated other comprehensive income. During the year ended December 31, 2014, we sold all of our available-for-sale securities. We recognized a gain on the sale of approximately $ 184 120 |
Earnings per Share | Earnings per Share We compute basic earnings per share using the two class method because our restricted stock awards participate equally with common shares in the distribution of earnings. Diluted earnings per share reflect the potential dilution from the exercise or conversion of outstanding stock options and unvested restricted stock awards into common stock. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less, at the date of acquisition, to be cash equivalents. We may have balances of cash and cash equivalents that exceed federally insurable limits. |
Marketable Securities | Marketable Securities Our securities investments that we intend to hold to maturity are classified as held-to-maturity securities and recorded at amortized cost. Securities investments bought expressly for the purpose of selling in the near term are classified as trading securities and are measured at fair value with unrealized gains and losses reported in earnings. Securities investments not classified as either held-to-maturity or trading securities are classified as available-for-sale securities. Available-for-sale securities are recorded at fair value in the accompanying Consolidated Balance Sheets, with the change in fair value during the period excluded from earnings and recorded net of tax as a component of other comprehensive income. Realized gains and losses, and declines in value judged to be other than temporary, are recorded in the accompanying Consolidated Statements of Comprehensive Income. |
Receivables | Receivables Accounts receivable are generated from sales and delivery of natural gas as measured by inputs from meter reading devices. Trade accounts receivable are carried at the expected net realizable value. There is credit risk associated with the collection of these receivables. As such, we record an allowance for doubtful accounts based on the amount of probable losses in our existing accounts receivable. The allowance for doubtful accounts is based on management’s assessment of the collectability of specific customer accounts, the aging of the accounts receivable and historical write-off amounts. The underlying assumptions may change from period to period and the allowance for doubtful accounts could potentially cause a negative material impact to the income statement and working capital. Two of our utilities in Ohio, Orwell and NEO, collect from their customers, through rates, an amount to provide an allowance for doubtful accounts. As accounts are identified as uncollectible, they are written off against this allowance for doubtful accounts with no income statement impact. In effect, all bad debt expense is funded by the customer base. The total amount collected from customers and the amounts written off are reviewed annually by the PUCO and the rate per Mcf is adjusted as necessary. |
Natural Gas Inventory | Natural Gas Inventory Natural gas inventory is stated at the lower of weighted average cost or net realizable value except for Energy West Montana Great Falls, which is stated at the rate approved by the MPSC and includes transportation and storage costs. |
Recoverable/Refundable Costs of Gas Purchases | Recoverable/Refundable Costs of Gas Purchases We account for purchased gas costs in accordance with procedures authorized by the utility commissions in the states in which we operate. Purchased gas costs that are different from those provided for in present rates, and approved by the respective commission, are accumulated and recovered or credited through future rate changes. The gas cost recoveries are monitored closely by the regulatory commissions in all of the states in which we operate and are subject to periodic audits or other review processes. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at original cost when placed in service. Depreciation and amortization on assets are generally recorded on a straight-line basis over the estimated useful lives. These assets are depreciated and amortized over three to forty years. EWR owns an interest in certain natural gas producing reserves on properties located in northern Montana. EWD also owns an interest in certain natural gas producing properties located in northern Montana. We are depleting these reserves using the units-of-production method. The production activities are being accounted for using the successful efforts method. We are not the operator of any of the natural gas producing wells on these properties and we do not have significant oil- and gas-producing activities as defined by ASC 932 - Extractive Activities Oil and Gas |
Capitalized Interest | We capitalize the portion of our interest expense that is attributable under U.S. GAAP to our more significant construction projects over the duration of the respective construction periods. Capitalized interest is amortized to depreciation and amortization expense over the estimated useful life of the corresponding asset. During the years ended December 31, 2015 and 2014, we capitalized interest of $ 549 621 |
Contributions in Aid of and Advances Received for Construction | Contributions in aid of construction are contributions received from customers for construction that are not refundable and are amortized over the life of the assets. Customer advances for construction includes advances received from customers for construction that are to be wholly or partially refunded. As of December 31, 2015 and 2014, $ 1,027 994 |
Goodwill and Other Intangible Assets | Goodwill represents the excess of the purchase price over the fair value of identifiable net tangible and intangible assets acquired in a business combination. We test goodwill for impairment annually, or more often if events or changes in circumstances indicate that the carrying value of our goodwill may be more than the fair value. We test for goodwill impairment using a two-step approach. In the first step of the review process, we compare the estimated fair value of the reporting unit with its carrying value. If the estimated fair value of the reporting unit is less than its carrying value, we recognize an impairment loss for the excess, if any, of the carrying value over the implied fair value of the reporting unit's goodwill amount. We recognize an acquired intangible asset whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized on a straight-line basis over their estimated useful lives unless the estimated useful life is determined to be indefinite. Our customer relationships are amortized over an average useful life of 13 860 557 303 303 186 303 |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are fees and other direct incremental costs we incurred in obtaining debt financing and are recognized as assets in the accompanying consolidated balance sheets. At December 31, 2015 and 2014, we had $ 555 1,079 656 420 418 235 103 Note 14 Credit Facilities and Long-Term Debt We estimate that we will recognize amortization of debt issuance costs of $ 344 157 |
Investment in Unconsolidated Affiliate | We use the equity method of accounting for equity investments in entities when we do not control the investee, but can exert significant influence over the financial and operating policies of the investee. Under the equity method, we record our share of the investee’s underlying net income or loss as non-operating income in our Consolidated Statements of Comprehensive Income with a corresponding increase or decrease in the investment account. Distributions received from the investee reduce our investment balance. |
Restricted Cash | At December 31, 2015 and 2014, we had a restricted cash balance of $ 1,898 948 Note 14 Credit Facilities and Long-Term Debt 950 450 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or intangibles may not be recoverable. We measure the recoverability of assets to be held and used by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment loss to be recognized is measured as the amount by which the carrying value of the assets exceeds their fair value. |
Asset Retirement Obligations | Asset Retirement Obligations We record the fair value of a liability for an asset retirement obligation ("ARO") in the period in which it was incurred or acquired. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset, and amortized over the related asset’s useful life. The increase in carrying value of a property associated with the capitalization of an asset retirement cost is included in property, plant and equipment in the accompanying Consolidated Balance Sheets. The accretion of the asset retirement liability is allocated to operating expense using a systematic and rational method. |
Derivatives and Hedging Activities | Derivatives and Hedging Activities We recognize all of our derivative instruments as either assets or liabilities in the statement of financial position at fair value. We may account for changes in the fair value of a derivative instrument as a hedge if it meets certain qualifications and we have designated it as such. We must designate hedging instruments based upon the exposure being hedged, and recognize gains and losses related to hedges in our consolidated balance sheets. We recognize gains and losses related to derivative instruments that are not designated as hedging instruments in our consolidated statements of comprehensive income during the current period. We primarily manage commodity price risk related to natural gas by using derivative instruments. We enter forward contracts and commodity price swaps with fixed pricing to protect profit margins on future obligations to deliver gas at fixed prices or to protect our regulated utility customers from possible adverse price fluctuations in the market. These forward contracts usually qualify as a “normal purchase” or “normal sale” and are exempt from derivative accounting treatment. Our commodity price swaps do not meet any of the hedging exemption criteria under ASC 815 and are accounted for as derivatives. |
Discontinued Operations | Discontinued Operations We present discontinued operations in our consolidated financial statements when we believe that the disposition of assets constitutes a strategic shift that will have a major effect on our operations or financial results. The results of prior periods are reclassified to conform to the current year presentation. Corporate overhead is not allocated to discontinued operations and any overhead that was allocated to the discontinued operations in prior periods is reclassified to our corporate and other segment. We do not allocate interest expense to discontinued operations unless debt is to be assumed by the buyer of our discontinued operations or debt is to be repaid as a result of the disposal of our discontinued operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments, In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In April 2015, the FASB issued ASU 2015-3, Simplifying the Presentation of Debt Issuance Costs In May 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Balance Sheet and Statement of Comprehensive Income to Discontinued Operations | The following table presents the carrying amounts of the major classes of assets and liabilities included in our discontinued operations as presented on our Consolidated Balance Sheet as of December 31, 2014. There were no items remaining on our Consolidated Balance Sheet as of December 31, 2015, related to discontinued operations. Year ended December 31, 2014 EWW/Pipelines Independence Total Current Assets: Cash and cash equivalents $ 257 $ - $ 257 Accounts receivable, net 1,003 2 1,005 Unbilled gas 735 - 735 Inventory 181 - 181 Prepayments and other 71 - 71 Regulatory assets, current 250 - 250 Total current assets 2,497 2 2,499 Non-Current Assets: Property, plant & equipment, net 8,967 - 8,967 Regulatory assets, non-current 156 - 156 Other assets 32 - 32 Total non-current assets 9,155 - 9,155 Total discontinued assets $ 11,652 $ 2 $ 11,654 Current Liabilities: Accounts payable $ 29 $ 1 $ 30 Accrued liabilities 334 - 334 Other current liabilities 123 16 139 Total current liabilities 486 17 503 Non-Current Liabilities: Customer advances for construction 41 - 41 Total discontinued liabilities $ 527 $ 17 $ 544 The following table presents the amounts of the major line items that are included in discontinued operations, net of income tax that are presented on our Consolidated Statements of Comprehensive Income. Years ended December 31, 2015 2014 2013 EWW/Pipeline assets Revenues $ 4,609 $ 10,927 $ 9,434 Cost of sales (2,534) (6,697) (5,260) Distribution, general & administrative (780) (1,503) (1,443) Maintenance (81) (175) (176) Depreciation & amortization - (542) (702) Taxes other than income (169) (321) (332) Other income 6 28 38 Interest expense (412) (1) (2) Pretax income from discontinued operations 639 1,716 1,557 Gain on the sale of EWW/Pipeline Assets 5,368 - - Income tax expense (2,458) (643) (368) Income from discontinued operations of EWW/Pipeline Assets $ 3,549 $ 1,073 $ 1,189 Independence Loss from discontinued operations of Independence (30) (40) (370) Discontinued operations, net of income tax $ 3,519 $ 1,033 $ 819 |
Disposals (Tables)
Disposals (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Assets [Abstract] | |
Assets And Liabilities Available Or Held For Sale | The following table summarizes the major classes of asset and liabilities classified as held for sale at December 31, 2014. December 31, 2014 Current Assets: Accounts receivable, net 49 Unbilled gas 22 Inventory 4 Prepayments and other 5 Regulatory assets, current 203 Total current assets 283 Non-Current Assets: Property, plant & equipment, net 407 Goodwill 112 Total non-current assets 519 Total assets held for sale $ 802 Current Liabilities: Accounts payable 36 Accrued liabilities 22 Other current liabilities 3 Total liabilities held for sale $ 61 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Natural Gas Marketing and Total Balance as of December 31, 2013 $ 14,891 $ 1,376 $ 16,267 Goodwill reclassified to assets held for sale (111) - (111) Balance as of December 31, 2014 14,780 1,376 $ 16,156 Goodwill reclassified to assets held for sale (284) - (284) Balance as of December 31, 2015 $ 14,496 $ 1,376 $ 15,872 |
Schedule of Intangible Assets and Goodwill | December 31, 2015 2014 Goodwill, gross Natural gas $ 14,496 $ 14,780 Marketing and production 2,102 2,102 Total goodwill, gross 16,598 16,882 Accumulated impairment loss Natural gas - - Marketing and production (726) (726) Total accumulated impairment loss (726) (726) Goodwill, net $ 15,872 $ 16,156 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the amount and level in the fair value hierarchy of each of our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2015 and 2014. December 31, 2015 Level 1 Level 2 Level 3 TOTAL LIABILITIES: Contingent consideration $ - $ - $ 672 $ 672 Commodity swap contracts $ - $ 54 $ - $ 54 December 31, 2014 Level 1 Level 2 Level 3 TOTAL LIABILITIES: Contingent consideration $ - $ - $ 747 $ 747 Commodity swap contracts $ - $ 3,023 $ - $ 3,023 |
Reconciliation of Beginning and Ending Balances of Contingent Consideration Liability Categorized Under Level 3 of Fair Value | The following table reconciles the beginning and ending balances of the contingent consideration liability categorized under Level 3 of the fair value hierarchy. Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Contingent Consideration Liability 2015 2014 Balance January 1st $ 747 $ 685 Total (gains) losses for period: Included in net income (75) 62 Included in other comprehensive income - - Balance December 31st $ 672 $ 747 |
Quantitative Information about Level 3 Fair Value Measures | The following table summarizes quantitative information used in determining the fair value of our liabilities categorized in Level 3 of the fair value hierarchy. Quantitative Information about Level 3 Fair Value Measures Fair Value Valuation Unobservable Input Range December 31, 2015 Contingent Consideration $ 672 Monte Carlo analysis Forecasted annual EBITDA $500-$600 Weighted avg cost of capital 14.0% - 14.0% U.S. Treasury yields 0.7% - 1.1% Discounted cash flow U.S. Treasury yields 0.7% - 1.1% Credit spread 2.0% - 2.4% December 31, 2014 Contingent Consideration $ 747 Monte Carlo analysis Forecasted annual EBITDA $500 - $700 Weighted avg cost of capital 14.0% - 14.0% U.S. Treasury yields 0.3% - 1.1% Discounted cash flow U.S. Treasury yields 0.3% - 1.1% Credit spread 2.1% - 2.7% |
Derivative Financial Instrume36
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table summarizes our commodity swap contracts outstanding as of December 31, 2015. We will pay the fixed price listed based on the volumes denoted in the table below in exchange for a variable payment from a counterparty based on the market price for the natural gas product listed for these volumes. These payments are settled monthly. Product Type Contract Period Volume Price per MMBtu AECO Canada - CGPR 7A Natural Gas Swap 4/1/15 - 3/31/16 500 MMBtu/Day $ 2.420 AECO Canada - CGPR 7A Natural Gas Swap 11/1/15 - 3/31/16 500 MMBtu/Day $ 2.260 |
Regulatory Assets and Liabili37
Regulatory Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Regulatory Assets and Liabilities Disclosure [Abstract] | |
Regulatory Assets And Liabilities | The following table summarizes the components of our regulatory asset and liability balances at December 31, 2015 and 2014. December 31, 2015 2014 Current Long-term Current Long-term REGULATORY ASSETS Recoverable cost of gas purchases $ 1,936 $ - $ 692 $ - Deferred costs 490 1,226 491 1,715 Deferred loss on commodity swaps - - 2,872 - Income taxes - 297 - 297 Rate case costs 43 - 43 43 Total regulatory assets $ 2,469 $ 1,523 $ 4,098 $ 2,055 REGULATORY LIABILITIES Over-recovered gas pruchases $ 487 $ - $ 925 $ - Income taxes - 83 - 83 Asset retirement costs - 1,168 - 1,007 Total regulatory liabilities $ 487 $ 1,251 $ 925 $ 1,090 |
Liability Is Equal To A Set Percent Of The Asset’s Historic Cost | Percent of Asset Cost Orwell Brainard Mains 15 % 20 % Meter/regulator stations 10 % Service lines 75 % |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Year Ended December 31, 2015 2014 2013 Numerator: Income from continuing operations $ 1,169 $ 2,729 $ 5,852 Income from discontinued operations 3,519 1,033 819 Net income $ 4,688 $ 3,762 $ 6,671 Denominator: Basic weighted average common shares outstanding 10,496,979 10,478,312 9,339,002 Dilutive effect of stock options - - 720 Dilutive effect of restricted stock awards 1,476 505 - Diluted weighted average common shares outstanding 10,498,455 10,478,817 9,339,722 Basic & diluted earnings per share of common stock: Continuing operations $ 0.11 $ 0.26 $ 0.63 Discontinued operations 0.34 0.10 0.08 Net income $ 0.45 $ 0.36 $ 0.71 |
Property Plant & Equipment (Tab
Property Plant & Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Components of property, plant, and equipment were as follows: December 31, 2015 2014 Gas transmission & distribution facilities $ 144,977 $ 162,912 Land 6,074 3,774 Buildings & leasehold improvements 9,746 11,213 Transportation equipment 5,749 3,809 Other equipment 17,232 15,180 Producing natural gas properties 4,032 3,900 Construction work in progress 4,878 8,646 Property, plant & equipment 192,688 209,434 Accumulated depreciation, depletion & amortization (50,237) (58,049) 142,451 151,385 Assets held for sale (35) (407) Discontinued operations - (8,967) Property, plant & equipment, net $ 142,416 $ 142,011 |
Summary of Cost Basis and Accumulated Depreciation of Assets Recorded under Capital Leases | The cost basis and accumulated depreciation of assets recorded under capital leases, which are included in property, plant, and equipment on our Consolidated Balance Sheets are as follows as of December 31, 2015 and 2014: December 31, 2015 2014 Gas transmission & distribution facilities $ 6,320 $ 6,320 Other equipment 7,521 - Capital lease assets, gross 13,841 6,320 Accumulated depreciation (1,467) (903) Capital lease assets, net $ 12,374 $ 5,417 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligation | 2015 2014 Balance, January 1st $ 1,197 $ 1,145 Accretion expense 21 52 Balance, December 31st $ 1,218 $ 1,197 |
Credit Facilities and Long-Te41
Credit Facilities and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Long-Term Debt Balances | The following table presents our outstanding borrowings at December 31, 2015 and 2014. December 31, 2015 2014 Current borrowings 6.95% NIL Funding fixed rate note to related party, due April 20, 2016 $ 2,000 $ - LIBOR plus 1.75 to 2.25%, Bank of America line of credit, due April 1, 2017 15,750 28,761 Total current borrowings $ 17,750 $ 28,761 Long-term notes payable LIBOR plus 1.75 to 2.25%, Bank of America amortizing term loan, due April 1, 2017 $ 8,375 $ 8,875 6.16%, Allstate/CUNA Senior unsecured note, due June 29, 2017 13,000 13,000 5.38%, Sun Life fixed rate note, due June 1, 2017 15,334 15,334 4.15% Sun Life senior secured guaranteed note, due June 1, 2017 2,990 2,990 Vehicle and equipment financing loans 22 64 Total long-term notes payable 39,721 40,263 Less: current portion 5,012 542 Long-term notes payable, less current portion $ 34,709 $ 39,721 |
Schedule of Aggregate Future Maturities of Notes Payable | The following table presents the aggregate future maturities of our long-term notes payable outstanding as of December 31, 2015. Amounts due in years ending December 31, 2016 $ 5,012 2017 34,706 2018 3 Total $ 39,721 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | During the vesting period, each restricted share has the same rights to dividend distributions and voting as any other common share. Restricked Stock Awards Outstanding, December 31, 2014 5,000 Granted - Vested (1,667) Forfeited - Outstanding, December 31, 2015 3,333 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Summary of Significant Components of Deferred Tax Assets and Liabilities | Significant components of the deferred tax assets and liabilities are as follows: December 31, 2015 2014 Current Long-term Current Long-term Deferred tax assets: Allowance for doubtful accounts $ 190 $ - $ 142 $ - Contributions in aid of construction - 342 - 2,481 Asset retirement obligations - 448 - - Other nondeductible accruals 33 - 46 - Recoverable purchase gas costs 182 - 217 - Net operating loss carryforwards - 12,455 - 13,256 Property tax - - 158 - Other 12 627 451 - Total deferrred tax assets 417 13,872 1,014 15,737 Deferred tax liabilities: Recoverable purchase gas costs 720 - 379 - Property, plant and equipment - 18,439 - 17,376 Unrealized gain on securities available for sale - 581 - 549 Amortization of intangibles - 247 - 738 Other - 371 - 1,115 Total deferrred tax liabilities 720 19,638 379 19,778 Net deferred tax asset (liability) before valuation allowance (303) (5,766) 635 (4,041) Less: valuation allowance - (6,529) - (6,497) Total deferred tax asset (liability) $ (303) $ (12,295) $ 635 $ (10,538) |
Summary of Income Tax Expense from Continuing Operations | Income tax expense from continuing operations consists of the following: Year Ended December 31, 2015 2014 2013 Current income tax expense (benefit): Federal $ 468 $ 49 $ (344) State 227 11 121 Total current income tax expense (benefit) 695 60 (223) Deferred income tax expense: Federal 2,043 1,988 3,692 State 128 138 (200) Total deferred income tax expense 2,171 2,126 3,492 Total income taxes before credits 2,866 2,186 3,269 Investment tax credit, net (21) (21) (21) Total income tax expense 2,845 2,165 3,248 Income tax expense from discontinued operations (2,428) (617) (224) Income tax expense from continuing operations $ 417 $ 1,548 $ 3,024 |
Federal Statutory Rate to Pre-Tax Income from Continuing Operations | A reconciliation of taxes computed at the statutory federal rate to our effective tax is as follows: Year Ended December 31, 2015 2014 2013 Tax expense at federal statutory rate $ 2,561 $ 2,015 $ 3,373 State income tax, net of federal tax expense 307 307 348 Amortization of deferred investment tax credits (21) (21) (21) Change in valuation allowance 24 (398) (238) Permanent differences 38 25 135 State rate change 7 149 (346) Other (71) 88 (3) Total income tax expense 2,845 2,165 3,248 Income tax expense from discontinued operations (2,428) (617) (224) Income tax expense from continuing operations $ 417 $ 1,548 $ 3,024 |
changes in our valuation allowance for deferred tax assets | The following table presents the changes in our valuation allowance for deferred tax assets during the last two years. Balance at Additions/ Other Balance at Year Ended December 31, 2015 $ 6,497 $ 32 $ $ 6,529 Year Ended December 31, 2014 $ 5,699 $ 798 $ $ 6,497 Year Ended December 31, 2013 $ 4,175 $ 1,524 $ $ 5,699 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Amounts Due from and Due to Related Parties | The table below presents amounts due from and due to related parties, including companies owned or controlled by Richard M. Osborne, at December 31, 2015 and 2014. Accounts Receivable Accounts Payable at December 31, December 31, 2015 2014 2015 2014 Cobra Pipeline $ 117 $ 179 $ 121 $ 68 Orwell Trumbell Pipeline - - 15 102 Great Plains Exploration - 1 8 - Big Oats Oil Field Supply - 5 - - John D. Oil and Gas Company 7 7 48 - OsAir 41 35 - - Other 23 8 - - Total related party balances included in continuing operations $ 188 $ 235 $ 192 $ 170 |
Summary of Related Parties Transactions | The tables below present the effects on our Consolidated Statements of Comprehensive Income with related parties, including companies owned or controlled by Richard M. Osborne, for the years ended December 31, 2015, 2014 and 2013. Year Ended December 31, 2015 Natural Gas Rent, Supplies, Natural Gas Rental Income Cobra Pipeline $ 1,084 $ 26 $ - $ - Orwell Trumbell Pipeline 767 - 1 - Great Plains Exploration 359 - - - Big Oats Oil Field Supply - - 3 - John D. Oil and Gas Company 426 - 1 - OsAir - - 7 - Other - - 10 7 Total $ 2,636 $ 26 $ 22 $ 7 Year Ended December 31, 2014 Natural Gas Pipeline Rent, Supplies, Natural Gas Rental Income Cobra Pipeline $ 1,119 $ - $ 18 $ 105 $ 13 Orwell Trumbell Pipeline 788 - - 2 37 Great Plains Exploration 612 - - 13 5 Big Oats Oil Field Supply - 255 94 5 1 John D. Oil and Gas Company 738 - - 1 42 OsAir 176 - 6 4 52 Lake Shore Gas Storage 162 - - - - Other 76 - 23 21 3 Total $ 3,671 $ 255 $ 141 $ 151 $ 153 Year Ended December 31, 2013 Natural Gas Pipeline Rent, Supplies, Natural Gas Rental Income John D. Oil and Gas Marketing $ 951 $ - $ 17 $ 5 $ - Cobra Pipeline 843 264 20 158 - Orwell Trumbell Pipeline 795 - - 1 34 Great Plains Exploration 857 1 1 9 48 Big Oats Oil Field Supply - 2,968 624 4 5 John D. Oil and Gas Company 912 6 - 1 29 OsAir 242 13 92 5 73 Other 86 - 44 20 45 Total $ 4,686 $ 3,252 $ 798 $ 203 $ 234 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Summary of Financial Information for Operating Segments | The following tables set forth summarized financial information for our natural gas, marketing and production, and corporate and other operations segments for the years ended December 31, 2015, 2014 and 2013. Year Ended December 31, 2015 Natural Gas Marketing & Corporate & Consolidated OPERATING REVENUES $ 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 Distribution, general and administrative 23,537 312 2,667 26,516 Maintenance 1,419 3 - 1,422 Depreciation and amortization 6,770 466 - 7,236 Accretion 3 18 - 21 Taxes other than income 4,104 15 - 4,119 Intersegment eliminations (87) - - (87) Total operating expenses 35,746 814 2,667 39,227 OPERATING INCOME (LOSS) 7,852 (177) (2,667) 5,008 Other income (expense) 147 103 (68) 182 Interest expense (2,782) (135) (687) (3,604) Income (loss) before taxes 5,217 (209) (3,422) 1,586 Income tax benefit (expense) (1,741) 96 1,228 (417) INCOME (LOSS) FROM CONTINUING OPERATIONS 3,476 (113) (2,194) 1,169 Discontinued operations, net of income tax - - 3,519 3,519 NET INCOME (LOSS) $ 3,476 $ (113) $ 1,325 $ 4,688 Capital expenditures $ 9,383 $ 3 $ 181 $ 9,567 Year Ended December 31, 2014 Natural Gas Marketing & Corporate & Consolidated OPERATING REVENUES $ 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 Distribution, general and administrative 20,976 1,833 3,176 25,985 Maintenance 1,225 - - 1,225 Depreciation and amortization 6,071 515 19 6,605 Accretion 7 45 - 52 Taxes other than income 3,898 23 6 3,927 Unrealized holding loss - 62 - 62 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 Other income (expense) 890 (502) 16 404 Interest expense (2,619) (121) (486) (3,226) Income (loss) before taxes 10,153 (2,205) (3,671) 4,277 Income tax benefit (expense) (3,661) 772 1,341 (1,548) INCOME (LOSS) FROM CONTINUING OPERATIONS 6,492 (1,433) (2,330) 2,729 Discontinued operations, net of income tax - - 1,033 1,033 NET INCOME (LOSS) $ 6,492 $ (1,433) $ (1,297) $ 3,762 Capital expenditures $ 21,531 $ 60 $ 22 $ 21,613 Year Ended December 31, 2013 Natural Gas Marketing & Corporate & Consolidated OPERATING REVENUES $ 97,259 $ 20,260 $ - $ 117,519 Intersegment eliminations (26) (8,093) - (8,119) Total operating revenue 97,233 12,167 - 109,400 COST OF SALES 56,003 18,146 - 74,149 Intersegment eliminations (26) (8,093) - (8,119) Total cost of sales 55,977 10,053 - 66,030 GROSS MARGIN 41,256 2,114 - 43,370 OPERATING EXPENSES Distribution, general and administrative 19,561 801 1,770 22,132 Maintenance 1,139 3 - 1,142 Depreciation and amortization 5,081 457 13 5,551 Accretion 7 51 - 58 Unrealized holding gain - (1,565) - (1,565) Goodwill impairment - 726 - 726 Taxes other than income 3,619 28 25 3,672 Intersegment eliminations (14) - (84) (98) Total operating expenses 29,393 501 1,724 31,618 OPERATING INCOME (LOSS) 11,863 1,613 (1,724) 11,752 Other income (expense) 767 151 (618) 300 Interest expense (2,566) (142) (468) (3,176) Income (loss) before taxes 10,064 1,622 (2,810) 8,876 Income tax benefit (expense) (3,243) (586) 805 (3,024) INCOME (LOSS) FROM CONTINUING OPERATIONS 6,821 1,036 (2,005) 5,852 Discontinued operations, net of income tax - - 819 819 NET INCOME (LOSS) $ 6,821 $ 1,036 $ (1,186) $ 6,671 Capital expenditures $ 23,242 $ 217 $ 58 $ 23,517 |
Schedule of Company's Assets by Operating Segment | Natural Gas Marketing & Corporate & Other Consolidated December 31, 2015 Total assets $ 228,549 $ 8,571 $ 100,822 $ 337,942 Intersegment eliminations (87,978) (3,946) (48,329) (140,253) Total assets $ 140,571 $ 4,625 $ 52,493 $ 197,689 December 31, 2014 Total assets $ 214,030 $ 9,193 $ 100,781 $ 324,004 Intersegment eliminations (68,715) (2,714) (38,571) (110,000) Total assets $ 145,315 $ 6,479 $ 62,210 $ 214,004 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | The following schedule presents the future minimum lease payments under our non-cancelable long-term lease agreements as of December 31, 2015. Future Minimum Lease Payments Operating Leases Build-to-Suit (1) Capital Leases 2016 $ 265 $ 612 $ 3,130 2017 259 817 3,130 2018 242 612 1,318 2019 214 - 300 2020 209 - 300 Thereafter 883 - 600 Total minimum lease payments $ 2,072 $ 2,041 8,778 Less: Interest portion 725 Total liability $ 8,053 (1) Build-to-suit lease is related to the third phase of our new ERP system, and will be evaluated for sale leaseback treatment upon its completion in 2016. The asset to be leased is not yet complete and as such actual amounts due may vary from the amounts presented. |
Summary of Future Minimum Long-term Contract Obligations | The following table presents our future minimum obligations under non-cancellable long-term contracts at December 31, 2015. Future Minimum Long-term Contractual Obligations Nova Gas Transcontinental Gas Maritimes & Jefferson Energy Transmission, Ltd. Pipe Line Company, LLC Northeast Pipeline, LLC Trading, LLC Other 2016 $ 899 $ 297 $ 576 $ 2,078 $ 9 2017 899 297 576 458 5 2018 861 297 357 - - 2019 674 297 357 - - 2020 674 297 357 - - Thereafter 1,309 21,715 - - - Total $ 5,316 $ 23,200 $ 2,223 $ 2,536 $ 14 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Allowance for Doubtful Accounts Receivable | Changes in, and balances of, the allowance for doubtful accounts receivable were as follows: Amounts Amounts Balance at Charged/ Charged Off, Balance at Beginning (Credited) Net of End of of Period To Expense Recoveries Period Year Ended December 31, 2015 Deducted from accounts receivable for doubtful accounts $ 371 $ 278 $ 143 $ 506 Year Ended December 31, 2014 Deducted from accounts receivable for doubtful accounts $ 1,978 $ 1,112 $ 2,719 $ 371 Year Ended December 31, 2013 Deducted from accounts receivable for doubtful accounts $ 1,343 $ 726 $ 91 $ 1,978 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The following table summarizes the components of our accrued liabilities balances at December 31, 2015 and 2014. December 31, 2015 2014 Deferred payments received from levelized billing $ 3,107 $ 2,360 Taxes other than income 1,861 2,083 Interest 446 201 Accrued liabilities to related parties 170 111 Employee benefits 149 123 Vacation 104 96 Accrued liabilities $ 5,837 $ 4,974 |
Unaudited Quarterly Results o49
Unaudited Quarterly Results of Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Results of Operations | 2015 Quarter Ended December 31, September 30, June 30, March 31, Revenue $ 29,498 $ 13,084 $ 16,046 $ 53,733 Gross margin 12,309 6,861 7,500 17,565 Income tax benefit (expense) (74) 1,312 1,012 (2,667) Income (loss) from continuing operations 729 (2,264) (1,713) 4,417 Discontinued operations, net of tax (526) 3,395 213 437 Net income (loss) and comprehensive income (loss) 203 1,131 (1,500) 4,854 Basic and diluted earnings per share Continuing operations $ 0.07 $ (0.22) $ (0.16) $ 0.42 Discontinued operations (0.05) 0.32 0.02 0.04 Net income (loss) per share $ 0.02 $ 0.10 $ (0.14) $ 0.46 2014 Quarter Ended December 31, September 30, (1) June 30, March 31, Revenue $ 36,959 $ 13,615 $ 20,500 $ 61,496 Gross margin 12,037 7,015 8,392 17,408 Income tax benefit (expense) (647) 1,008 850 (2,759) Income (loss) from continuing operations 1,198 (1,514) (1,492) 4,537 Discontinued operations, net of tax 451 35 65 482 Net income (loss) 1,649 (1,479) (1,427) 5,019 Comprehensive income (loss) 1,651 (1,589) (1,423) 5,018 Basic and diluted earnings per share Continuing operations $ 0.11 $ (0.14) $ (0.14) $ 0.43 Discontinued operations 0.05 - - 0.05 Net income (loss) per share $ 0.16 $ (0.14) $ (0.14) $ 0.48 (1) We classified our EWW subsidiary and the Pipeline Assets as discontinued operations during the third quarter of 2014. All prior periods have been restated to match this presentation. |
Summary of Business - Additiona
Summary of Business - Additional Information (Detail) bbl in Billions | 12 Months Ended |
Dec. 31, 2015bbl | |
Natural Gas Operations [Member] | |
Summary of Business and Accounting Policies [Line Items] | |
Annual distribution of natural gas | 21 |
Natural gas customers | 67,800 |
Marketing & Production Operations [Member] | |
Summary of Business and Accounting Policies [Line Items] | |
Annual distribution of natural gas | 1.5 |
EWR Subsidiary [Member] | |
Summary of Business and Accounting Policies [Line Items] | |
Number of natural gas producing wells and gas gathering assets | 160 |
Gross Percentage Of Working Interest | 55.00% |
Average Net Revenue Interest, Percentage | 46.00% |
Significant Accounting Polici51
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2016 | |
Summary of Business and Accounting Policies [Line Items] | ||||||
Marketable Securities, Realized Gain (Loss) | $ 0 | $ 184 | $ 0 | |||
Interest Costs Capitalized | 549 | 621 | ||||
Customer Advances for Construction | 1,027 | 994 | ||||
Restricted Cash and Cash Equivalents, Current | 1,898 | 1,898 | ||||
Debt Service Reserve Accounts Total | 948 | 948 | ||||
Accumulated Amortization, Deferred Finance Costs | 0 | 0 | ||||
Deferred Finance Costs, Gross | 0 | 0 | ||||
Amortization of Financing Costs | $ 656 | 420 | 418 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years | |||||
Debt Issuance Cost | $ 555 | 1,079 | ||||
Write off of Deferred Debt Issuance Cost | 103 | |||||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | 0 | 15 | 39 | |||
Expected Amortization Expense In Future Period | 303 | |||||
Payments of Debt Issuance Costs | 235 | 111 | 8 | |||
Scenario, Forecast [Member] | ||||||
Summary of Business and Accounting Policies [Line Items] | ||||||
Amortization of Financing Costs | $ 157 | $ 344 | ||||
Customer Deposits [Member] | ||||||
Summary of Business and Accounting Policies [Line Items] | ||||||
Restricted Cash and Cash Equivalents, Current | 950 | 950 | ||||
Customer Deposits [Member] | Subsequent Event [Member] | ||||||
Summary of Business and Accounting Policies [Line Items] | ||||||
Restricted Cash Open Accounts Receivable Balance | $ 450 | |||||
Customer Relationships [Member] | ||||||
Summary of Business and Accounting Policies [Line Items] | ||||||
Accumulated amortization | 860 | 557 | ||||
Amortization expense | $ 303 | $ 303 | $ 186 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 01, 2013 | Mar. 05, 2013 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | [1] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 |
Business Acquisition [Line Items] | |||||||||||||||
Targeted EBITDA amount for contingent earn out payments | $ 810 | ||||||||||||||
Fair value of earn-out provision | $ 672 | $ 747 | 672 | $ 747 | |||||||||||
Target Earnout Payment | $ 575 | ||||||||||||||
Purchase of Matchworks Building in Mentor, Ohio | $ 1,853 | ||||||||||||||
Duration of the Life of Intangible Assets | 10 years | ||||||||||||||
Net Income (Loss) Attributable to Parent | 203 | $ 1,131 | $ (1,500) | $ 4,854 | 1,649 | $ (1,479) | $ (1,427) | $ 5,019 | $ 4,688 | 3,762 | $ 6,671 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Total | 32 | 32 | |||||||||||||
Station Street 8500 [Member] | Building [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Property, plant and equipment amounts | 1,608 | ||||||||||||||
Station Street 8500 [Member] | Land [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Property, plant and equipment amounts | 245 | ||||||||||||||
Earn Out Payment [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Contingent consideration, current portion | $ 672 | 672 | 672 | 672 | |||||||||||
Contingent consideration, non current portion | $ 75 | 75 | |||||||||||||
John D. Oil and Gas Marketing [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition cost | $ 613 | ||||||||||||||
Number of shares issued for payment | 256,926 | ||||||||||||||
Purchase consideration paid | $ 2,641 | ||||||||||||||
Fair value of earn-out provision | 2,250 | ||||||||||||||
Amount allocated to Goodwill | 2,102 | ||||||||||||||
Trading days used to calculate earn out payments | 20 days | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 22 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,800 | ||||||||||||||
Gas Natural Resources , LIc [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Contingent earn out payment period | 5 years | ||||||||||||||
Targeted EBITDA amount for contingent earn out payments | $ 810 | ||||||||||||||
Natural Gas Midstream Revenue, Total | $ 3,222 | 4,288 | 1,947 | ||||||||||||
Net Income (Loss) Attributable to Parent | $ 115 | $ (99) | $ 765 | ||||||||||||
[1] | We classified our EWW subsidiary and the Pipeline Assets as discontinued operations during the third quarter of 2014. All prior periods have been restated to match this presentation. |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 12, 2016 | Jul. 02, 2015 | Nov. 06, 2013 | Dec. 31, 2013 | Dec. 31, 2015 |
Schedule Of Discontinued Operations [Line Items] | |||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax, Total | $ 8 | ||||
Energy West Wyoming, Inc [Member] | |||||
Schedule Of Discontinued Operations [Line Items] | |||||
Proceeds from Divestiture of Businesses | $ 14,223 | ||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax, Total | 4,869 | ||||
Energy West Wyoming, Inc [Member] | Subsequent Event [Member] | |||||
Schedule Of Discontinued Operations [Line Items] | |||||
Deferred Finance Costs, Net | $ 103 | ||||
Prepayment Penalty | 310 | ||||
Shoshone Pipelines [Member] | |||||
Schedule Of Discontinued Operations [Line Items] | |||||
Proceeds from Divestiture of Businesses | 1,185 | ||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax, Total | $ 499 | ||||
Blue Ridge Energies LLC [Member] | |||||
Schedule Of Discontinued Operations [Line Items] | |||||
Proceeds from Divestiture of Businesses | $ 2,342 | ||||
Energy West Development, Inc [Member] | Subsequent Event [Member] | |||||
Schedule Of Discontinued Operations [Line Items] | |||||
Deferred Finance Costs, Net | 103 | ||||
Prepayment Penalty | $ 310 | ||||
Black Hills [Member] | |||||
Schedule Of Discontinued Operations [Line Items] | |||||
Proceeds From Gas and Transportation | $ 1,550 | ||||
Black Hills [Member] | Continuing Operations [Member] | |||||
Schedule Of Discontinued Operations [Line Items] | |||||
Income Loss from Gas and Transportation | $ 1,832 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Major Classes of Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Total current assets | $ 0 | $ 11,654 |
Current Liabilities: | ||
Total current liabilities | $ 0 | 544 |
Discontinued Operations [Member] | ||
Current Assets: | ||
Cash and cash equivalents | 257 | |
Accounts receivable, net | 1,005 | |
Unbilled gas | 735 | |
Inventory | 181 | |
Prepayments and other | 71 | |
Regulatory assets, current | 250 | |
Total current assets | 2,499 | |
Non-Current Assets: | ||
Property, plant & equipment, net | 8,967 | |
Regulatory assets, non-current | 156 | |
Other assets | 32 | |
Total non-current assets | 9,155 | |
Total discontinued assets | 11,654 | |
Current Liabilities: | ||
Accounts payable | 30 | |
Accrued liabilities | 334 | |
Other current liabilities | 139 | |
Total current liabilities | 503 | |
Non-Current Liabilities: | ||
Customer advances for construction | 41 | |
Total discontinued liabilities | 544 | |
Discontinued Operations [Member] | EWW/EWD [Member] | ||
Current Assets: | ||
Cash and cash equivalents | 257 | |
Accounts receivable, net | 1,003 | |
Unbilled gas | 735 | |
Inventory | 181 | |
Prepayments and other | 71 | |
Regulatory assets, current | 250 | |
Total current assets | 2,497 | |
Non-Current Assets: | ||
Property, plant & equipment, net | 8,967 | |
Regulatory assets, non-current | 156 | |
Other assets | 32 | |
Total non-current assets | 9,155 | |
Total discontinued assets | 11,652 | |
Current Liabilities: | ||
Accounts payable | 29 | |
Accrued liabilities | 334 | |
Other current liabilities | 123 | |
Total current liabilities | 486 | |
Non-Current Liabilities: | ||
Customer advances for construction | 41 | |
Total discontinued liabilities | 527 | |
Discontinued Operations [Member] | Independence [Member] | ||
Current Assets: | ||
Cash and cash equivalents | 0 | |
Accounts receivable, net | 2 | |
Unbilled gas | 0 | |
Inventory | 0 | |
Prepayments and other | 0 | |
Regulatory assets, current | 0 | |
Total current assets | 2 | |
Non-Current Assets: | ||
Property, plant & equipment, net | 0 | |
Regulatory assets, non-current | 0 | |
Other assets | 0 | |
Total non-current assets | 0 | |
Total discontinued assets | 2 | |
Current Liabilities: | ||
Accounts payable | 1 | |
Accrued liabilities | 0 | |
Other current liabilities | 16 | |
Total current liabilities | 17 | |
Non-Current Liabilities: | ||
Customer advances for construction | 0 | |
Total discontinued liabilities | $ 17 |
Discontinued Operations - Conso
Discontinued Operations - Consolidated Statement of Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | [1] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Income tax expense | $ 2,428 | $ 617 | $ 224 | |||||||||
Discontinued operations, net of income tax | $ (526) | $ 3,395 | $ 213 | $ 437 | $ 451 | $ 35 | $ 65 | $ 482 | 3,519 | 1,033 | 819 | |
EWW/Pipeline Assets [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Revenues | 4,609 | 10,927 | 9,434 | |||||||||
Cost of sales | (2,534) | (6,697) | (5,260) | |||||||||
Distribution, general & administrative | (780) | (1,503) | (1,443) | |||||||||
Maintenance | (81) | (175) | (176) | |||||||||
Depreciation & amortization | 0 | (542) | (702) | |||||||||
Taxes other than income | (169) | (321) | (332) | |||||||||
Other income | 6 | 28 | 38 | |||||||||
Interest expense | (412) | (1) | (2) | |||||||||
Pretax income from discontinued operations | 639 | 1,716 | 1,557 | |||||||||
Gain on the sale of EWW/Pipeline Assets | 5,368 | 0 | 0 | |||||||||
Income tax expense | (2,458) | (643) | (368) | |||||||||
Discontinued operations, net of income tax | 3,549 | 1,073 | 1,189 | |||||||||
Independence [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Discontinued operations, net of income tax | $ (30) | $ (40) | $ (370) | |||||||||
[1] | We classified our EWW subsidiary and the Pipeline Assets as discontinued operations during the third quarter of 2014. All prior periods have been restated to match this presentation. |
Disposals - Additional Informat
Disposals - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 11, 2015 | Oct. 15, 2015 | Nov. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Assets And Liabilities Held For Sale [Line Items] | ||||||
Property, Plant and Equipment, Gross | $ 192,688 | $ 209,434 | ||||
Goodwill | 15,872 | 16,156 | $ 16,267 | |||
Property, Plant and Equipment, Net, Total | 142,416 | 142,011 | ||||
Matchworks Building [Member] | ||||||
Assets And Liabilities Held For Sale [Line Items] | ||||||
Property, Plant and Equipment, Gross | $ 1,760 | |||||
Proceeds from Sale of Buildings | 1,220 | |||||
Gain (Loss) on Sale of Properties | $ (409) | |||||
PGC [Member] | ||||||
Assets And Liabilities Held For Sale [Line Items] | ||||||
Proceeds from Divestiture of Businesses | $ 1,900 | |||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest, Total | (626) | (225) | (31) | |||
Inventory, Net, Total | 47 | |||||
Deferred Gas Cost | 66 | |||||
Goodwill | 284 | |||||
Gain (Loss) on Disposition of Assets, Total | $ (341) | |||||
Property, Plant and Equipment, Net, Total | 2,090 | |||||
8500 Station Street [Member] | ||||||
Assets And Liabilities Held For Sale [Line Items] | ||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest, Total | 469 | 161 | 80 | |||
Clarion and Walker Divisions [Member] | ||||||
Assets And Liabilities Held For Sale [Line Items] | ||||||
Proceeds from Divestiture of Businesses | $ 848 | |||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest, Total | $ 350 | $ 213 | $ 46 | |||
Gain (Loss) on Disposition of Assets, Total | $ 415 |
Disposals - Major Classes of As
Disposals - Major Classes of Asset and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Total current assets | $ 0 | $ 11,654 |
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||
Current Assets: | ||
Accounts receivable, net | 49 | |
Unbilled gas | 22 | |
Inventory | 4 | |
Prepayments and other | 5 | |
Regulatory assets, current | 203 | |
Total current assets | 283 | |
Non-Current Assets: | ||
Property, plant & equipment, net | 407 | |
Goodwill | 112 | |
Total non-current assets | 519 | |
Total assets held for sale | 802 | |
Liabilities Held For Sale [Member] | ||
Current Liabilities: | ||
Accounts payable | 36 | |
Accrued liabilities | 22 | |
Other current liabilities | 3 | |
Total liabilities held for sale | $ 61 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 |
Business combination goodwill recognized | $ 15,872 | $ 16,156 | $ 16,267 | |
John D. Oil And Gas Marketing [Member] | ||||
Business combination goodwill recognized | $ 2,102 |
Goodwill - changes in carrying
Goodwill - changes in carrying amount of goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||
Beginning balance | $ 16,156 | $ 16,267 |
Goodwill reclassified to assets held for sale | (284) | (111) |
Ending balance | 15,872 | 16,156 |
Marketing And Production Operations [Member] | ||
Goodwill [Line Items] | ||
Beginning balance | 1,376 | 1,376 |
Goodwill reclassified to assets held for sale | 0 | 0 |
Ending balance | 1,376 | 1,376 |
Natural Gas Operations [Member] | ||
Goodwill [Line Items] | ||
Beginning balance | 14,780 | 14,891 |
Goodwill reclassified to assets held for sale | (284) | (111) |
Ending balance | $ 14,496 | $ 14,780 |
Goodwill - gross goodwill balan
Goodwill - gross goodwill balance and accumulated impairment loss (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Beginning balance | |||
Total goodwill, gross | $ 16,598 | $ 16,882 | |
Total accumulated impairment loss | (726) | (726) | |
Goodwill, net | 15,872 | 16,156 | $ 16,267 |
Natural Gas Operations [Member] | |||
Beginning balance | |||
Total goodwill, gross | 14,496 | 14,780 | |
Total accumulated impairment loss | 0 | 0 | |
Goodwill, net | 14,496 | 14,780 | 14,891 |
Marketing And Production Operations [Member] | |||
Beginning balance | |||
Total goodwill, gross | 2,102 | 2,102 | |
Total accumulated impairment loss | (726) | (726) | |
Goodwill, net | $ 1,376 | $ 1,376 | $ 1,376 |
Investment in Unconsolidated 61
Investment in Unconsolidated Affiliate - Additional Information (Detail) - Kykuit [Member] $ in Thousands | Dec. 31, 2015USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Maximum Limit Of Additional Investment | $ 79 |
Equity Method Investment, Ownership Percentage | 24.50% |
Equity Method Investment, Aggregate Cost | $ 2,160 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Targeted EBITDA Amount For Contingent Earn Out Payments | $ 810 |
Target Earnout Payment | $ 575 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
LIABILITIES: | ||
Contingent consideration | $ 672 | $ 747 |
Fair Value, Measurements, Recurring [Member] | ||
LIABILITIES: | ||
Contingent consideration | 672 | 747 |
Commodity swap contracts | 54 | 3,023 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
LIABILITIES: | ||
Contingent consideration | 0 | 0 |
Commodity swap contracts | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
LIABILITIES: | ||
Contingent consideration | 0 | 0 |
Commodity swap contracts | 54 | 3,023 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
LIABILITIES: | ||
Contingent consideration | 672 | 747 |
Commodity swap contracts | $ 0 | $ 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Beginning and Ending Balances of Contingent Consideration Liability Categorized Under Level 3 of Fair Value (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Total (gains) losses for period: Included in net income | $ 75 | $ (62) | $ 1,565 |
Contingent Consideration Liability [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Opening balance December 31, 2014 | 747 | 685 | |
Total (gains) losses for period: Included in net income | (75) | 62 | |
Total (gains) losses for period: Included in other comprehensive income | 0 | 0 | |
Closing balance December 31, 2015 | $ 672 | $ 747 | $ 685 |
Fair Value Measurements - Quant
Fair Value Measurements - Quantitative Information about Level 3 Fair Value Measures (Detail) - Level 3 [Member] - Contingent Consideration [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Fair Value | $ 672 | $ 747 |
Monte Carlo Analysis [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Forecasted annual EBITDA | $ 0 | |
Weighted average cost of capital | 0.00% | |
U.S. Treasury yields | 0.00% | |
Monte Carlo Analysis [Member] | Minimum [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Forecasted annual EBITDA | $ 500 | $ 500 |
Weighted average cost of capital | 14.00% | 14.00% |
U.S. Treasury yields | 0.70% | 0.30% |
Monte Carlo Analysis [Member] | Maximum [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Forecasted annual EBITDA | $ 600 | $ 700 |
Weighted average cost of capital | 14.00% | 14.00% |
U.S. Treasury yields | 1.10% | 1.10% |
Discounted Cash Flow [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
U.S. Treasury yields | 0.00% | |
Credit spread | 0.00% | |
Discounted Cash Flow [Member] | Minimum [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
U.S. Treasury yields | 0.70% | 0.30% |
Credit spread | 2.00% | 2.10% |
Discounted Cash Flow [Member] | Maximum [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
U.S. Treasury yields | 1.10% | 1.10% |
Credit spread | 2.40% | 2.70% |
Derivative Financial Instrume66
Derivative Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2014 | Sep. 30, 2014 | [1] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 1,651 | $ (1,589) | $ (1,423) | $ 5,018 | $ 4,688 | $ 3,657 | $ 6,710 | |
Derivative Instruments Not Designated as Hedging Instruments, Gain | (96) | |||||||
Derivative Instruments Not Designated as Hedging Instruments, Loss | 151 | |||||||
Swap [Member] | ||||||||
Derivative [Line Items] | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 2,759 | |||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain | $ 54 | $ 3,023 | ||||||
[1] | We classified our EWW subsidiary and the Pipeline Assets as discontinued operations during the third quarter of 2014. All prior periods have been restated to match this presentation. |
Derivative Financial Instrume67
Derivative Financial Instruments (Derivative Instruments, Gain (Loss) (Detail) - Swap [Member] | 12 Months Ended |
Dec. 31, 2015$ / MillionsofBTU-MMBTU | |
Product [Member] | |
Derivative [Line Items] | |
Derivative, Type of Instrument | Swap |
Derivative, Inception Date | Apr. 1, 2015 |
Derivative, Maturity Date | Mar. 31, 2016 |
Underlying, Derivative Volume | 500 |
Derivative, Swap Type, Fixed Price | 2.420 |
Product One [Member] | |
Derivative [Line Items] | |
Derivative, Type of Instrument | Swap |
Derivative, Inception Date | Nov. 1, 2015 |
Derivative, Maturity Date | Mar. 31, 2016 |
Underlying, Derivative Volume | 500 |
Derivative, Swap Type, Fixed Price | 2.260 |
Regulatory Assets and Liabili68
Regulatory Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Jun. 27, 2014 | |
Regulatory Assets and Liabilities [Line Items] | ||
Amount Reclassified To Deferred Gas Cost | $ 2,450 | |
Regulatory Asset, Amortization Period | amortized over a period of 2 to 3 years |
Regulatory Assets and Liabili69
Regulatory Assets and Liabilities - Schedule Of Regulatory Assets And Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
REGULATORY ASSETS | ||
Regulatory Assets, Current | $ 2,469 | $ 4,098 |
Regulatory Assets, Noncurrent | 1,523 | 2,055 |
REGULATORY LIABILITIES | ||
Regulatory Liability, Current | 487 | 925 |
Regulatory Liability, Noncurrent | 1,251 | 1,090 |
Recoverable cost of gas purchases [Member] | ||
REGULATORY ASSETS | ||
Regulatory Assets, Current | 1,936 | 692 |
Regulatory Assets, Noncurrent | 0 | 0 |
Deferred costs [Member] | ||
REGULATORY ASSETS | ||
Regulatory Assets, Current | 490 | 491 |
Regulatory Assets, Noncurrent | 1,226 | 1,715 |
Deferred loss on commodity swaps [Member] | ||
REGULATORY ASSETS | ||
Regulatory Assets, Current | 0 | 2,872 |
Regulatory Assets, Noncurrent | 0 | 0 |
Income taxes [Member] | ||
REGULATORY ASSETS | ||
Regulatory Assets, Current | 0 | 0 |
Regulatory Assets, Noncurrent | 297 | 297 |
REGULATORY LIABILITIES | ||
Regulatory Liability, Current | 0 | 0 |
Regulatory Liability, Noncurrent | 83 | 83 |
Rate case costs [Member] | ||
REGULATORY ASSETS | ||
Regulatory Assets, Current | 43 | 43 |
Regulatory Assets, Noncurrent | 0 | 43 |
Over-recovered gas purchases [Member] | ||
REGULATORY LIABILITIES | ||
Regulatory Liability, Current | 487 | 925 |
Regulatory Liability, Noncurrent | 0 | 0 |
Asset retirement costs [Member] | ||
REGULATORY LIABILITIES | ||
Regulatory Liability, Current | 0 | 0 |
Regulatory Liability, Noncurrent | $ 1,168 | $ 1,007 |
Regulatory Assets and Liabili70
Regulatory Assets and Liabilities -Summary of liability is equal to a set percent of the asset’s historic cost (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Mains [Member] | Orwell [Member] | |
Regulatory Assets and Liabilities [Line Items] | |
Percent of Asset Cost | 15.00% |
Mains [Member] | Brainard [Member] | |
Regulatory Assets and Liabilities [Line Items] | |
Percent of Asset Cost | 20.00% |
Meter And Regulator Stations [Member] | Orwell [Member] | |
Regulatory Assets and Liabilities [Line Items] | |
Percent of Asset Cost | 10.00% |
Meter And Regulator Stations [Member] | Brainard [Member] | |
Regulatory Assets and Liabilities [Line Items] | |
Percent of Asset Cost | 0.00% |
Service Lines [Member] | Orwell [Member] | |
Regulatory Assets and Liabilities [Line Items] | |
Percent of Asset Cost | 75.00% |
Service Lines [Member] | Brainard [Member] | |
Regulatory Assets and Liabilities [Line Items] | |
Percent of Asset Cost | 0.00% |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 |
Earnings per Share Summary of E
Earnings per Share Summary of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | [1] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | ||||||||||||
Income from continuing operations | $ 729 | $ (2,264) | $ (1,713) | $ 4,417 | $ 1,198 | $ (1,514) | $ (1,492) | $ 4,537 | $ 1,169 | $ 2,729 | $ 5,852 | |
Income from discontinued operations | (526) | 3,395 | 213 | 437 | 451 | 35 | 65 | 482 | 3,519 | 1,033 | 819 | |
Net income | $ 203 | $ 1,131 | $ (1,500) | $ 4,854 | $ 1,649 | $ (1,479) | $ (1,427) | $ 5,019 | $ 4,688 | $ 3,762 | $ 6,671 | |
Denominator: | ||||||||||||
Basic weighted average common shares outstanding | 10,496,979 | 10,478,312 | 9,339,002 | |||||||||
Dilutive effect of stock options | 0 | 0 | 720 | |||||||||
Dilutive effect of restricted stock awards | 1,476 | 505 | 0 | |||||||||
Diluted weighted average common shares outstanding | 10,498,455 | 10,478,817 | 9,339,722 | |||||||||
Basic & diluted earnings per share of common stock: | ||||||||||||
Continuing operations | $ 0.07 | $ (0.22) | $ (0.16) | $ 0.42 | $ 0.11 | $ (0.14) | $ (0.14) | $ 0.43 | $ 0.11 | $ 0.26 | $ 0.63 | |
Discontinued operations | (0.05) | 0.32 | 0.02 | 0.04 | 0.05 | 0 | 0 | 0.05 | 0.34 | 0.1 | 0.08 | |
Net income | $ 0.02 | $ 0.10 | $ (0.14) | $ 0.46 | $ 0.16 | $ (0.14) | $ (0.14) | $ 0.48 | $ 0.45 | $ 0.36 | $ 0.71 | |
[1] | We classified our EWW subsidiary and the Pipeline Assets as discontinued operations during the third quarter of 2014. All prior periods have been restated to match this presentation. |
Property Plant & Equipment - Ad
Property Plant & Equipment - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)bbl | Dec. 31, 2014USD ($)bbl | Dec. 31, 2013USD ($) | |
Natural Gas Production Per Day | 432 | 502 | 550 |
Percentage Of Depletion On Wells Per Year | 13.00% | 10.00% | 10.00% |
Percentage Of Gas Production As Aggregate Volume Requirements | 22.00% | 26.00% | 25.00% |
Fair Value Inputs, Discount Rate | 10.00% | ||
Property, Plant and Equipment, Net, Total | $ 142,416 | $ 142,011 | |
Assets, Total | $ 197,689 | $ 214,004 | |
Ewr Subsidiary [Member] | |||
Natural Gas Production Per Day | 318 | 395 | 422 |
Percentage Of Gas Production As Aggregate Volume Requirements | 16.20% | 20.00% | 19.00% |
Ewd Subsidiary [Member] | |||
Number Of Natural Gas Production Properties Owned | 50 | ||
Natural Gas Production Per Day | 114 | 107 | 129 |
Percentage Of Gas Production As Aggregate Volume Requirements | 5.80% | 5.50% | 5.80% |
Percentage Of Ownership Interest In Gathering System | 75.00% | ||
Natural Gas [Member] | |||
Net Present Value Of Natural Gas Reserves | $ 686 | $ 2,696 | |
Percentage Of Depletion On Wells Per Year | 10.00% | ||
Proved Developed and Undeveloped Reserves, Net | bbl | 1.5 | 2.1 | |
Property, Plant and Equipment, Net, Total | $ 782 | $ 864 | |
ERP system [Member] | |||
Assets, Total | 9,852 | 6,525 | |
Assets Held under Capital Leases [Member] | |||
Depreciation, Total | $ 564 | $ 401 | $ 401 |
Property Plant & Equipment (Det
Property Plant & Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, plant & equipment | $ 192,688 | $ 209,434 |
Accumulated depreciation, depletion & amortization | (50,237) | (58,049) |
Property Plant And Equipment Net Including Discontinued Operations | 142,451 | 151,385 |
Assets held for sale | (35) | (407) |
Discontinued operations | 0 | (8,967) |
Property, plant & equipment, net | 142,416 | 142,011 |
Gas, Transmission and Distribution Equipment [Member] | ||
Property, plant & equipment | 144,977 | 162,912 |
Land [Member] | ||
Property, plant & equipment | 6,074 | 3,774 |
Buildings And Leasehold Improvements [Member] | ||
Property, plant & equipment | 9,746 | 11,213 |
Transportation Equipment [Member] | ||
Property, plant & equipment | 5,749 | 3,809 |
Property, Plant and Equipment, Other Types [Member] | ||
Property, plant & equipment | 17,232 | 15,180 |
Oil and Gas Properties [Member] | ||
Property, plant & equipment | 4,032 | 3,900 |
Construction in Progress [Member] | ||
Property, plant & equipment | $ 4,878 | $ 8,646 |
Property Plant & Equipment - Su
Property Plant & Equipment - Summary of Cost Basis and Accumulated Depreciation of Assets Recorded under Capital Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Capital lease assets, gross | $ 13,841 | $ 6,320 |
Accumulated depreciation | (1,467) | (903) |
Capital lease assets, net | 12,374 | 5,417 |
Gas Distribution Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Capital lease assets, gross | 6,320 | 6,320 |
Other Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Capital lease assets, gross | $ 7,521 | $ 0 |
Asset Retirement Obligations -
Asset Retirement Obligations - Additional Information (Detail) $ in Thousands | Dec. 31, 2014USD ($) |
Asset Retirement Obligation Assets Net | $ 49 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Balance | $ 1,197 | $ 1,145 | |
Accretion expense | 21 | 52 | $ 58 |
Balance | $ 1,218 | $ 1,197 | $ 1,145 |
Credit Facilities and Long-Te78
Credit Facilities and Long-Term Debt - Lines of Credit - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 06, 2015 | Oct. 23, 2015 | Nov. 26, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||||||
Weighted average interest rate on term loan | 2.95% | 2.45% | 2.42% | |||
Write off of Deferred Debt Issuance Cost | $ 103 | |||||
Term loan amortized per quarter | $ 125 | |||||
Short-term Debt, Weighted Average Interest Rate | 2.71% | 2.44% | ||||
NIL Funding [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.95% | |||||
Debt Instrument, Maturity Date | Apr. 20, 2016 | |||||
Debt Instrument, Face Amount | $ 3,000 | |||||
Debt Instrument, Periodic Payment, Principal | $ 1,000 | |||||
NIL Funding [Member] | Loan Agreement And Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | 6.95% | ||||
Debt Instrument, Maturity Date | Oct. 3, 2015 | Apr. 20, 2016 | ||||
Debt Instrument, Face Amount | $ 5,000 | $ 3,000 | ||||
Energy West [Member] | Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 10,000 | |||||
Line of Credit Facility, Interest Rate During Period | 2.17% | 2.17% | ||||
Debt Instrument, Interest Rate Terms | LIBOR plus 175 to 225 basis points | |||||
Long-term Debt, Current Maturities, Total | $ 8,375 | $ 8,875 | ||||
Allstate/CUNA [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment Penalty | 310 | |||||
Write off of Deferred Debt Issuance Cost | 103 | |||||
Committed Amount Repay | $ 4,500 | |||||
Revolving Credit Facility [Member] | Bank of America [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest on amount outstanding | the highest of the prime rate, the Federal Funds Rate plus 50 basis points or the daily LIBOR rate plus 100 basis points, or LIBOR plus 175 to 225 basis points | |||||
Line Of Credit Facility Maximum Borrowing Capacity Increased | $ 10,000 | |||||
Line of credit maturity date | Apr. 1, 2017 | |||||
Weighted Average Interest Rate On Current Borrowings | 2.17% | 2.44% | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 40,000 | $ 30,000 | ||||
Short-term Non-bank Loans and Notes Payable | $ 5,000 | |||||
Debt Instrument, Maturity Date | Jul. 1, 2015 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 14,095 | |||||
Letters of Credit Outstanding, Amount | $ 155 |
Credit Facilities and Long-Te79
Credit Facilities and Long-Term Debt - Summary of Outstanding Long-Term Debt Balances (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total current borrowings | $ 17,750 | $ 28,761 |
Total long-term notes payable | 39,721 | 40,263 |
Less: current portion | 5,012 | 542 |
Long-term notes payable, less current portion | 34,709 | 39,721 |
Vehicle and Equipment Financing Loans [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term notes payable | 22 | 64 |
LIBOR Plus 1.75 to 2.25%, Bank of America Line of Credit, Due April 1, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term notes payable | 15,750 | 28,761 |
LIBOR Plus 1.75 to 2.25%, Bank of America Amortizing Term Loan, Due April 1, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term notes payable | 8,375 | 8,875 |
6.16%, Allstate/ CUNA Senior Unsecured Notes, Due June 29, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term notes payable | 13,000 | 13,000 |
5.38%, Sun Life Fixed Rate Note, Due June 1, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term notes payable | 15,334 | 15,334 |
4.15% Sun Life Senior Secured Guaranteed Note, Due June 1, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term notes payable | 2,990 | 2,990 |
6.95% NIL Funding fixed rate note to related party, due April 20, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Other Notes Payable, Current | $ 2,000 | $ 0 |
Credit Facilities and Long-Te80
Credit Facilities and Long-Term Debt - Summary of Outstanding Long-Term Debt Balances (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
6.95% NIL Funding fixed rate note to related party, due April 20, 2016 [Member] | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Notes payable, maturity date | Apr. 20, 2016 | |
Changes in interest rate, percentage | 6.95% | |
LIBOR Plus 1.75 to 2.25%, Bank of America Line of Credit, Due April 1, 2017 [Member] | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Notes payable, maturity date | Apr. 1, 2017 | Apr. 1, 2017 |
LIBOR Plus 1.75 to 2.25%, Bank of America Line of Credit, Due April 1, 2017 [Member] | Maximum [Member] | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Changes in interest rate, percentage | 2.25% | 2.25% |
LIBOR Plus 1.75 to 2.25%, Bank of America Line of Credit, Due April 1, 2017 [Member] | Minimum [Member] | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Changes in interest rate, percentage | 1.75% | 1.75% |
LIBOR Plus 1.75 to 2.25%, Bank of America Amortizing Term Loan, Due April 1, 2017 [Member] | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Notes payable, maturity date | Apr. 1, 2017 | Apr. 1, 2017 |
LIBOR Plus 1.75 to 2.25%, Bank of America Amortizing Term Loan, Due April 1, 2017 [Member] | Maximum [Member] | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Changes in interest rate, percentage | 2.25% | 2.25% |
LIBOR Plus 1.75 to 2.25%, Bank of America Amortizing Term Loan, Due April 1, 2017 [Member] | Minimum [Member] | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Changes in interest rate, percentage | 1.75% | 1.75% |
6.16%, Allstate/ CUNA Senior Unsecured Notes, Due June 29, 2017 [Member] | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Notes payable, maturity date | Jun. 29, 2017 | Jun. 29, 2017 |
Changes in interest rate, percentage | 6.16% | 6.16% |
5.38%, Sun Life Fixed Rate Note, Due June 1, 2017 [Member] | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Notes payable, maturity date | Jun. 1, 2017 | Jun. 1, 2017 |
Changes in interest rate, percentage | 5.38% | 5.38% |
4.15% Sun Life Senior Secured Guaranteed Note, Due June 1, 2017 [Member] | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Notes payable, maturity date | Jun. 1, 2017 | Jun. 1, 2017 |
Changes in interest rate, percentage | 4.15% | 4.15% |
Credit Facilities and Long-Te81
Credit Facilities and Long-Term Debt - Schedule of Aggregate Future Maturities of Notes Payable (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 5,012 |
2,017 | 34,706 |
2,018 | 3 |
Total | $ 39,721 |
Credit Facilities and Long-Te82
Credit Facilities and Long-Term Debt - Debt Covenants - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Jul. 08, 2015 | Dec. 31, 2014 | May. 31, 2014 | |
Great Plains [Member] | ||||
Summary of outstanding long-term debt balances | ||||
Debt Instrument, Collateral Amount | $ 3,100 | $ 3,100 | ||
Sun Life Assurance Company of Canada [Member] | ||||
Summary of outstanding long-term debt balances | ||||
Interest coverage ratio | at least 2.0 to 1.0 | |||
Debt to capitalization rate | 60.00% | |||
Debt service reserve account | $ 948 | $ 948 | ||
Bank of America [Member] | ||||
Summary of outstanding long-term debt balances | ||||
Maximum debt to capital ratio | not more than .55-to-1.00 | |||
Interest coverage ratio | no less than 2.0-to-1.0 | |||
Allstate/CUNA [Member] | ||||
Summary of outstanding long-term debt balances | ||||
Total dividends and distributions made in the immediately preceding period | 60 months | |||
Aggregate consolidated net income | 100.00% | |||
Debt to capitalization rate | 65.00% | |||
Debt Instrument Interest Coverage Ratio | 150.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jul. 21, 2014 | Mar. 26, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 448,500 | |||||
Assets Restricted For Debt And Fencing | $ 76,233 | |||||
Percentage Of Assets Restricted For Debt And Fencing | 79.80% | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 30 | |||||
Stockholders' Equity Attributable to Parent | 95,489 | $ 96,310 | $ 97,480 | $ 76,343 | ||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Benefits and Share-based Compensation, Total | 19 | $ 9 | ||||
Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted Stock Award Earned During Period Value | $ 22 | |||||
Restricted Stock Award Earned During Period Shares | 3,000 | |||||
2012 Incentive and Equity Award Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common shares issued subject to adjustment | 500,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 451,944 | |||||
2012 Incentive and Equity Award Plan [Member] | Chief Executive Officer [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 5,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 11.64 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 58 | |||||
Share Based Compensation Arrangement by Share Based Payment Award Vesting Date | Jul. 21, 2017 | |||||
2012 Incentive and Equity Award Plan [Member] | Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted during period | 30,833 | 12,223 | ||||
Number of shares granted fair value | $ 307 | $ 120 | ||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 120 | |||||
2012 Incentive and Equity Award Plan [Member] | Director [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 9.81 | |||||
2012 Non-Employee Director Stock Award Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 250,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Awards (Detail) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2015shares | |
Outstanding, December 31, 2014 | 5,000 |
Granted | 0 |
Vested | (1,667) |
Forfeited | 0 |
Outstanding, December 31, 2015 | 3,333 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Annual contribution of employees salaries | 3.00% | ||
Expense related to plan | $ 462 | $ 549 | $ 440 |
Company makes matching contributions in form of common stock, percent | 10.00% | ||
Maximum age criteria for retirees to remain on the same medical plan to retain coverage | 65 years | ||
Minimum age criteria for retirees to remain on the same medical plan to retain coverage | 60 years | ||
Percentage rate of contribution retirees health plan | 125.00% | ||
Value of plan assets | $ 102 | $ 133 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
State rate change | $ 7 | $ 149 | $ (346) | |
Net increase to valuation allowance | 32 | 798 | 1,524 | |
Change in valuation allowance | 24 | (398) | (238) | |
Carryover tax basis amount | $ 0 | |||
Net Operating Loss Carry Forwards Expiration Dates | net operating losses begin to expire in 2024. | |||
Deferred Tax Assets, Valuation Allowance | $ 6,529 | $ 6,497 | 5,699 | $ 4,175 |
Carryover Tax Basis Of Fixed Assets | 14,676 | |||
Valuation Allowance On Carryover Tax Basis Of Depreciable Assets | 1,564 | |||
Domestic Tax Authority [Member] | ||||
Net operating loss carryover | 19,590 | |||
Deferred Tax Assets, Valuation Allowance | 52 | |||
State and Local Jurisdiction [Member] | ||||
Net operating loss carryover | 82,442 | |||
State deferred tax asset valuation allowance, against the state net operating loss carryover | $ 4,913 | |||
Frontier Utilities [Member] | ||||
Deferred Tax Assets, Operating Loss Carryforwards | $ 98,000 | |||
Valuation allowance percentage | 100.00% | |||
Net increase to valuation allowance | $ 1,762 | |||
Change in valuation allowance | (238) | |||
Total expense from the change in valuation allowance | 1,524 | |||
North Carolina And Kentucky [Member] | ||||
State rate change | 336 | |||
NORTH CAROLINA [Member] | Frontier Utilities [Member] | ||||
Increase in deferred tax asset allowance | $ 1,971 |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Allowance for doubtful accounts (Current) | $ 190 | $ 142 |
Contributions in aid of construction (Current) | 0 | 0 |
Asset retirement obligations | 0 | 0 |
Other nondeductible accruals (Current) | 33 | 46 |
Recoverable purchase gas costs (Current) | 182 | 217 |
Net operating loss carryforwards (Current) | 0 | 0 |
Property tax (Current) | 0 | 158 |
Other (Current) | 12 | 451 |
Total deferrred tax assets (Current) | 417 | 1,014 |
Allowance for doubtful accounts (non current) | 0 | 0 |
Contributions in aid of construction (non current) | 342 | 2,481 |
Asset retirement obligations | 448 | 0 |
Other nondeductible accruals (non current) | 0 | 0 |
Recoverable purchase gas costs (non current) | 0 | 0 |
Net operating loss carryforwards (non current) | 12,455 | 13,256 |
Property tax (non current) | 0 | 0 |
Other (non current) | 627 | 0 |
Total deferred tax assets (non current) | 13,872 | 15,737 |
Deferred tax liabilities: | ||
Recoverable purchase gas costs (Current) | 720 | 379 |
Property, plant and equipment (Current) | 0 | 0 |
Unrealized gain on securities available for sale (Current) | 0 | 0 |
Amortization of intangibles (Current) | 0 | 0 |
Other (Current) | 0 | 0 |
Total deferrred tax liabilities | 720 | 379 |
Net deferred tax asset (liability) before valuation allowance (Current) | (303) | 635 |
Less: valuation allowance (Current) | 0 | 0 |
Total deferred tax asset (liability) | (303) | 635 |
Recoverable purchase gas costs (non current) | 0 | 0 |
Property, plant and equipment (non current) | 18,439 | 17,376 |
Unrealized gain on securities available for sale (non current) | 581 | 549 |
Amortization of intangibles (non current) | 247 | 738 |
Other (non current) | 371 | 1,115 |
Total deferred tax liabilities (non current) | 19,638 | 19,778 |
Net deferred tax asset (liability) before valuation allowance (non current) | (5,766) | (4,041) |
Less: valuation allowance (non current) | (6,529) | (6,497) |
Total deferred tax asset (liability) | $ (12,295) | $ (10,538) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense from Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | [1] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current income tax expense (benefit): | ||||||||||||
Federal | $ 468 | $ 49 | $ (344) | |||||||||
State | 227 | 11 | 121 | |||||||||
Total current income tax expense (benefit) | 695 | 60 | (223) | |||||||||
Deferred income tax expense: | ||||||||||||
Federal | 2,043 | 1,988 | 3,692 | |||||||||
State | 128 | 138 | (200) | |||||||||
Total deferred income tax expense | 2,171 | 2,126 | 3,492 | |||||||||
Total income taxes before credits | 2,866 | 2,186 | 3,269 | |||||||||
Investment tax credit, net | (21) | (21) | (21) | |||||||||
Total income tax expense | 2,845 | 2,165 | 3,248 | |||||||||
Income tax expense from discontinued operations | (2,428) | (617) | (224) | |||||||||
Income tax expense from continuing operations | $ (74) | $ 1,312 | $ 1,012 | $ (2,667) | $ (647) | $ 1,008 | $ 850 | $ (2,759) | $ 417 | $ 1,548 | $ 3,024 | |
[1] | We classified our EWW subsidiary and the Pipeline Assets as discontinued operations during the third quarter of 2014. All prior periods have been restated to match this presentation. |
Income Taxes - Federal Statutor
Income Taxes - Federal Statutory Rate to Pre-Tax Income from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Tax expense at federal statutory rate | $ 2,561 | $ 2,015 | $ 3,373 |
State income tax, net of federal tax expense | 307 | 307 | 348 |
Amortization of deferred investment tax credits | (21) | (21) | (21) |
Change in valuation allowance | 24 | (398) | (238) |
Permanent differences | 38 | 25 | 135 |
State rate change | 7 | 149 | (346) |
Other | (71) | 88 | (3) |
Total income tax expense | 2,845 | 2,165 | 3,248 |
Income tax expense from discontinued operations | (2,428) | (617) | (224) |
Income tax expense from continuing operations | $ 417 | $ 1,548 | $ 3,024 |
Income Taxes - changes in our v
Income Taxes - changes in our valuation allowance for deferred tax assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax [Line Items] | |||
Balance at Beginning of Year | $ 6,497 | $ 5,699 | $ 4,175 |
Additions/ (Reversals) Recorded in the Provision for Income Taxes | 32 | 798 | 1,524 |
Other Changes | 0 | 0 | 0 |
Balance at End of Year | $ 6,529 | $ 6,497 | $ 5,699 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 15, 2015 | Apr. 06, 2015 | Oct. 07, 2013 | Mar. 05, 2013 | Oct. 23, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 09, 2015 |
Related Party Transaction [Line Items] | |||||||||
Purchase of Matchworks Building in Mentor, Ohio | $ 1,853 | ||||||||
Due to Related Parties, Current | $ 170 | $ 111 | |||||||
Stock sale expense | $ 0 | $ 0 | $ 309 | ||||||
Common Stock, Shares, Outstanding | 10,504,734 | 10,492,511 | |||||||
Short-term Debt, Terms | In an event of default, as defined under the loan agreement, NIL Funding may, at its option, require us to immediately pay the outstanding principal balance of the note as well as any and all interest and other payments due or convert any part of the amounts due and unpaid to shares of our common stock at a conversion price of 95% of the previous days closing price on the NYSE MKT. | ||||||||
Property, Plant and Equipment, Gross | $ 192,688 | $ 209,434 | |||||||
Related Party Natural Gas Imbalances | $ 256 | $ 98 | |||||||
6.95% NIL Funding fixed rate note to related party, due April 20, 2016 [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.95% | ||||||||
Debt Instrument, Maturity Date | Apr. 20, 2016 | ||||||||
Debt Instrument, Face Amount | $ 3,000 | ||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,000 | ||||||||
6.95% NIL Funding fixed rate note to related party, due April 20, 2016 [Member] | Loan Agreement And Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | 6.95% | |||||||
Debt Instrument, Maturity Date | Oct. 3, 2015 | Apr. 20, 2016 | |||||||
Debt Instrument, Face Amount | $ 5,000 | $ 3,000 | |||||||
Ms. Zucker [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 8.94% | ||||||||
Common Stock, Shares, Outstanding | 940,000 | ||||||||
John D. Oil And Gas Marketing [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Lease expense | $ 6 | ||||||||
Lease Expiration Date | Dec. 31, 2016 | ||||||||
OsAir [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Description of lessee arrangement | Pursuant to the agreement, 8500 Station Street leased to OsAir approximately 6,472 square feet of office space located at 8500 Station Street, Mentor, Ohio 44060, at a rent of $6 per month for a period of three years starting from March 1, 2013. In September of 2014, OsAir was evicted from the office space for failure to make payment and at December 31, 2015 and 2014, we are owed $29 of past due rent. | ||||||||
Lessee arrangements term of contract | 3 years | ||||||||
Cobra Pipeline [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Description of lessee arrangement | Pursuant to the lease agreement, Cobra leases to Orwell approximately 2,400 square feet of warehouse space located at 2412 Newton Falls Rd., Newton Falls, OH 44444, at a rent of $2 per month for the time period commencing on December 18, 2013 and ending on February 29, 2016, at which time the lease was terminated. | ||||||||
Matchworks Building [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Purchase of Matchworks Building in Mentor, Ohio | $ 1,220 | ||||||||
Gain (Loss) on Disposition of Property Plant Equipment | 409 | ||||||||
Property, Plant and Equipment, Gross | $ 1,760 | ||||||||
8500 Station Street [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Purchase of Matchworks Building in Mentor, Ohio | $ 1,853 |
Related Party Transactions - Am
Related Party Transactions - Amounts Due from and Due to Related Parties (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Accounts Receivable, Total | $ 188 | $ 235 |
Accounts Payable, Total | 192 | 170 |
Amounts included in continuing operations [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Receivable, Total | 188 | 235 |
Accounts Payable, Total | 192 | 170 |
Cobra Pipeline [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Receivable, Total | 117 | 179 |
Accounts Payable, Total | 121 | 68 |
Orwell Trumbell Pipeline [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Receivable, Total | 0 | 0 |
Accounts Payable, Total | 15 | 102 |
Great Plains Exploration [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Receivable, Total | 0 | 1 |
Accounts Payable, Total | 8 | 0 |
Big Oats Oil Field Supply [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Receivable, Total | 0 | 5 |
Accounts Payable, Total | 0 | 0 |
John D. Oil and Gas Company [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Receivable, Total | 7 | 7 |
Accounts Payable, Total | 48 | 0 |
OsAir [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Receivable, Total | 41 | 35 |
Accounts Payable, Total | 0 | 0 |
Other [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts Receivable, Total | 23 | 8 |
Accounts Payable, Total | $ 0 | $ 0 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Parties Transactions (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Natural Gas Purchases & Transportation | $ 2,636 | $ 3,671 | $ 4,686 |
Pipeline Construction Purchases | 255 | 3,252 | |
Rent, Supplies, Consulting and Other Purchases | 26 | 141 | 798 |
Natural Gas Sales | 22 | 151 | 203 |
Rental Income and Other Sales | 7 | 153 | 234 |
Cobra Pipeline [Member] | |||
Related Party Transaction [Line Items] | |||
Natural Gas Purchases & Transportation | 1,084 | 1,119 | 843 |
Pipeline Construction Purchases | 0 | 264 | |
Rent, Supplies, Consulting and Other Purchases | 26 | 18 | 20 |
Natural Gas Sales | 0 | 105 | 158 |
Rental Income and Other Sales | 0 | 13 | 0 |
Orwell Trumbell Pipeline [Member] | |||
Related Party Transaction [Line Items] | |||
Natural Gas Purchases & Transportation | 767 | 788 | 795 |
Pipeline Construction Purchases | 0 | 0 | |
Rent, Supplies, Consulting and Other Purchases | 0 | 0 | 0 |
Natural Gas Sales | 1 | 2 | 1 |
Rental Income and Other Sales | 0 | 37 | 34 |
Great Plains Exploration [Member] | |||
Related Party Transaction [Line Items] | |||
Natural Gas Purchases & Transportation | 359 | 612 | 857 |
Pipeline Construction Purchases | 0 | 1 | |
Rent, Supplies, Consulting and Other Purchases | 0 | 0 | 1 |
Natural Gas Sales | 0 | 13 | 9 |
Rental Income and Other Sales | 0 | 5 | 48 |
Big Oats Oil Field Supply [Member] | |||
Related Party Transaction [Line Items] | |||
Natural Gas Purchases & Transportation | 0 | 0 | 0 |
Pipeline Construction Purchases | 255 | 2,968 | |
Rent, Supplies, Consulting and Other Purchases | 0 | 94 | 624 |
Natural Gas Sales | 3 | 5 | 4 |
Rental Income and Other Sales | 0 | 1 | 5 |
John D. Oil and Gas Company [Member] | |||
Related Party Transaction [Line Items] | |||
Natural Gas Purchases & Transportation | 426 | 738 | 912 |
Pipeline Construction Purchases | 0 | 6 | |
Rent, Supplies, Consulting and Other Purchases | 0 | 0 | 0 |
Natural Gas Sales | 1 | 1 | 1 |
Rental Income and Other Sales | 0 | 42 | 29 |
OsAir [Member] | |||
Related Party Transaction [Line Items] | |||
Natural Gas Purchases & Transportation | 0 | 176 | 242 |
Pipeline Construction Purchases | 0 | 13 | |
Rent, Supplies, Consulting and Other Purchases | 0 | 6 | 92 |
Natural Gas Sales | 7 | 4 | 5 |
Rental Income and Other Sales | 0 | 52 | 73 |
Lake Shore Gas Storage [Member] | |||
Related Party Transaction [Line Items] | |||
Natural Gas Purchases & Transportation | 162 | ||
Pipeline Construction Purchases | 0 | ||
Rent, Supplies, Consulting and Other Purchases | 0 | ||
Natural Gas Sales | 0 | ||
Rental Income and Other Sales | 0 | ||
Other [Member] | |||
Related Party Transaction [Line Items] | |||
Natural Gas Purchases & Transportation | 0 | 76 | 86 |
Pipeline Construction Purchases | 0 | 0 | |
Rent, Supplies, Consulting and Other Purchases | 0 | 23 | 44 |
Natural Gas Sales | 10 | 21 | 20 |
Rental Income and Other Sales | $ 7 | $ 3 | 45 |
John D. Oil and Gas Marketing [Member] | |||
Related Party Transaction [Line Items] | |||
Natural Gas Purchases & Transportation | 951 | ||
Pipeline Construction Purchases | 0 | ||
Rent, Supplies, Consulting and Other Purchases | 17 | ||
Natural Gas Sales | 5 | ||
Rental Income and Other Sales | $ 0 |
Segment Reporting - Summary of
Segment Reporting - Summary of Financial Information for Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | [1] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ||||||||||||
Total operating revenue | $ 29,498 | $ 13,084 | $ 16,046 | $ 53,733 | $ 36,959 | $ 13,615 | $ 20,500 | $ 61,496 | $ 112,361 | $ 132,570 | $ 109,400 | |
Total cost of sales | 68,126 | 87,718 | 66,030 | |||||||||
GROSS MARGIN | 12,309 | 6,861 | 7,500 | 17,565 | 12,037 | 7,015 | 8,392 | 17,408 | 44,235 | 44,852 | 43,370 | |
OPERATING EXPENSES | ||||||||||||
Distribution, general, and administrative | 26,226 | 24,770 | 21,308 | |||||||||
Maintenance | 1,422 | 1,225 | 1,142 | |||||||||
Depreciation and amortization | 7,236 | 6,605 | 5,551 | |||||||||
Accretion | 21 | 52 | 58 | |||||||||
Taxes other than income | 4,119 | 3,927 | 3,672 | |||||||||
Unrealized holding (gain) loss | 62 | (1,565) | ||||||||||
Goodwill impairment | 0 | 0 | 726 | |||||||||
Total operating expenses | 39,227 | 37,753 | 31,618 | |||||||||
OPERATING INCOME (LOSS) | 5,008 | 7,099 | 11,752 | |||||||||
Other income (expense) | 182 | 404 | 300 | |||||||||
Interest expense | (3,604) | (3,226) | (3,176) | |||||||||
Income (loss) before taxes | 1,586 | 4,277 | 8,876 | |||||||||
Income tax benefit (expense) | 74 | (1,312) | (1,012) | 2,667 | 647 | (1,008) | (850) | 2,759 | (417) | (1,548) | (3,024) | |
INCOME (LOSS) FROM CONTINUING OPERATIONS | 729 | (2,264) | (1,713) | 4,417 | 1,198 | (1,514) | (1,492) | 4,537 | 1,169 | 2,729 | 5,852 | |
Discontinued operations, net of income tax | (526) | 3,395 | 213 | 437 | 451 | 35 | 65 | 482 | 3,519 | 1,033 | 819 | |
NET INCOME (LOSS) | $ 203 | $ 1,131 | $ (1,500) | $ 4,854 | $ 1,649 | $ (1,479) | $ (1,427) | $ 5,019 | 4,688 | 3,762 | 6,671 | |
Capital expenditures | 9,567 | 21,613 | 23,517 | |||||||||
Operating Segments [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total operating revenue | 116,135 | 140,984 | 117,519 | |||||||||
Total cost of sales | 71,900 | 96,132 | 74,149 | |||||||||
Intersegment Eliminations [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total operating revenue | (3,774) | (8,414) | (8,119) | |||||||||
Total cost of sales | (3,774) | (8,414) | (8,119) | |||||||||
OPERATING EXPENSES | ||||||||||||
Total operating expenses | (87) | (103) | (98) | |||||||||
Natural Gas Operations [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total operating revenue | 103,978 | 123,053 | 97,233 | |||||||||
Total cost of sales | 60,380 | 79,097 | 55,977 | |||||||||
GROSS MARGIN | 43,598 | 43,956 | 41,256 | |||||||||
OPERATING EXPENSES | ||||||||||||
Distribution, general, and administrative | 23,537 | 20,976 | 19,561 | |||||||||
Maintenance | 1,419 | 1,225 | 1,139 | |||||||||
Depreciation and amortization | 6,770 | 6,071 | 5,081 | |||||||||
Accretion | 3 | 7 | 7 | |||||||||
Taxes other than income | 4,104 | 3,898 | 3,619 | |||||||||
Unrealized holding (gain) loss | 0 | 0 | ||||||||||
Goodwill impairment | 0 | |||||||||||
Total operating expenses | 35,746 | 32,074 | 29,393 | |||||||||
OPERATING INCOME (LOSS) | 7,852 | 11,882 | 11,863 | |||||||||
Other income (expense) | 147 | 890 | 767 | |||||||||
Interest expense | (2,782) | (2,619) | (2,566) | |||||||||
Income (loss) before taxes | 5,217 | 10,153 | 10,064 | |||||||||
Income tax benefit (expense) | (1,741) | (3,661) | (3,243) | |||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS | 3,476 | 6,492 | 6,821 | |||||||||
Discontinued operations, net of income tax | 0 | 0 | 0 | |||||||||
NET INCOME (LOSS) | 3,476 | 6,492 | 6,821 | |||||||||
Capital expenditures | 9,383 | 21,531 | 23,242 | |||||||||
Natural Gas Operations [Member] | Operating Segments [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total operating revenue | 104,003 | 123,379 | 97,259 | |||||||||
Total cost of sales | 60,405 | 79,423 | 56,003 | |||||||||
Natural Gas Operations [Member] | Intersegment Eliminations [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total operating revenue | (25) | (326) | (26) | |||||||||
Total cost of sales | (25) | (326) | (26) | |||||||||
OPERATING EXPENSES | ||||||||||||
Total operating expenses | (87) | (103) | (14) | |||||||||
Marketing And Production Operations [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total operating revenue | 8,383 | 9,517 | 12,167 | |||||||||
Total cost of sales | 7,746 | 8,621 | 10,053 | |||||||||
GROSS MARGIN | 637 | 896 | 2,114 | |||||||||
OPERATING EXPENSES | ||||||||||||
Distribution, general, and administrative | 312 | 1,833 | 801 | |||||||||
Maintenance | 3 | 0 | 3 | |||||||||
Depreciation and amortization | 466 | 515 | 457 | |||||||||
Accretion | 18 | 45 | 51 | |||||||||
Taxes other than income | 15 | 23 | 28 | |||||||||
Unrealized holding (gain) loss | 62 | (1,565) | ||||||||||
Goodwill impairment | 726 | |||||||||||
Total operating expenses | 814 | 2,478 | 501 | |||||||||
OPERATING INCOME (LOSS) | (177) | (1,582) | 1,613 | |||||||||
Other income (expense) | 103 | (502) | 151 | |||||||||
Interest expense | (135) | (121) | (142) | |||||||||
Income (loss) before taxes | (209) | (2,205) | 1,622 | |||||||||
Income tax benefit (expense) | 96 | 772 | (586) | |||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS | (113) | (1,433) | 1,036 | |||||||||
Discontinued operations, net of income tax | 0 | 0 | 0 | |||||||||
NET INCOME (LOSS) | (113) | (1,433) | 1,036 | |||||||||
Capital expenditures | 3 | 60 | 217 | |||||||||
Marketing And Production Operations [Member] | Operating Segments [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total operating revenue | 12,132 | 17,605 | 20,260 | |||||||||
Total cost of sales | 11,495 | 16,709 | 18,146 | |||||||||
Marketing And Production Operations [Member] | Intersegment Eliminations [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total operating revenue | (3,749) | (8,088) | (8,093) | |||||||||
Total cost of sales | (3,749) | (8,088) | (8,093) | |||||||||
OPERATING EXPENSES | ||||||||||||
Total operating expenses | 0 | 0 | 0 | |||||||||
Corporate and Other [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total operating revenue | 0 | 0 | 0 | |||||||||
Total cost of sales | 0 | 0 | 0 | |||||||||
GROSS MARGIN | 0 | 0 | 0 | |||||||||
OPERATING EXPENSES | ||||||||||||
Distribution, general, and administrative | 2,667 | 3,176 | 1,770 | |||||||||
Maintenance | 0 | 0 | 0 | |||||||||
Depreciation and amortization | 0 | 19 | 13 | |||||||||
Accretion | 0 | 0 | 0 | |||||||||
Taxes other than income | 0 | 6 | 25 | |||||||||
Unrealized holding (gain) loss | 0 | 0 | ||||||||||
Goodwill impairment | 0 | |||||||||||
Total operating expenses | 2,667 | 3,201 | 1,724 | |||||||||
OPERATING INCOME (LOSS) | (2,667) | (3,201) | (1,724) | |||||||||
Other income (expense) | (68) | 16 | (618) | |||||||||
Interest expense | (687) | (486) | (468) | |||||||||
Income (loss) before taxes | (3,422) | (3,671) | (2,810) | |||||||||
Income tax benefit (expense) | 1,228 | 1,341 | 805 | |||||||||
INCOME (LOSS) FROM CONTINUING OPERATIONS | (2,194) | (2,330) | (2,005) | |||||||||
Discontinued operations, net of income tax | 3,519 | 1,033 | 819 | |||||||||
NET INCOME (LOSS) | 1,325 | (1,297) | (1,186) | |||||||||
Capital expenditures | 181 | 22 | 58 | |||||||||
Corporate and Other [Member] | Operating Segments [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total operating revenue | 0 | 0 | 0 | |||||||||
Total cost of sales | 0 | 0 | 0 | |||||||||
Corporate and Other [Member] | Intersegment Eliminations [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total operating revenue | 0 | 0 | 0 | |||||||||
Total cost of sales | 0 | 0 | 0 | |||||||||
OPERATING EXPENSES | ||||||||||||
Total operating expenses | $ 0 | $ 0 | $ (84) | |||||||||
[1] | We classified our EWW subsidiary and the Pipeline Assets as discontinued operations during the third quarter of 2014. All prior periods have been restated to match this presentation. |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Company's Asset by Operating Segment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 197,689 | $ 214,004 |
Operating Segments [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 337,942 | 324,004 |
Intersegment Elimination [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | (140,253) | (110,000) |
Natural Gas Operations [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 140,571 | 145,315 |
Natural Gas Operations [Member] | Operating Segments [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 228,549 | 214,030 |
Natural Gas Operations [Member] | Intersegment Elimination [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | (87,978) | (68,715) |
Marketing and Production Operations[Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 4,625 | 6,479 |
Marketing and Production Operations[Member] | Operating Segments [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 8,571 | 9,193 |
Marketing and Production Operations[Member] | Intersegment Elimination [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | (3,946) | (2,714) |
Corporate and Other [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 52,493 | 62,210 |
Corporate and Other [Member] | Operating Segments [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 100,822 | 100,781 |
Corporate and Other [Member] | Intersegment Elimination [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ (48,329) | $ (38,571) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Nov. 13, 2013USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)$ / unit | Dec. 31, 2013USD ($) | Jul. 15, 2014USD ($) | Jun. 30, 2013USD ($) |
Loss Contingencies [Line Items] | ||||||||
Severance payment | $ 1,000 | |||||||
Valuation adjustments | $ 1,027 | |||||||
Lease expense resulting from operating leases | $ 319 | $ 258 | $ 222 | |||||
Future lease payment, per year | 300 | |||||||
Facility service fee to be paid each year | $ 120 | 120 | $ 120 | |||||
Throughput charge | $ / unit | 0.0125 | |||||||
Additional Loss Contingency | $ 944 | |||||||
Loss Contingency Accrual | $ 1,173 | |||||||
Loss Contingency, Damages Paid, Value | $ 1,200 | |||||||
Cost of Natural Gas Purchases | 60,380 | $ 79,097 | 55,977 | |||||
Capital Lease Obligations, Current | 2,876 | 2,876 | 188 | |||||
Capital Lease Obligations, Noncurrent | 5,177 | $ 5,177 | 1,675 | |||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 2 years | |||||||
Loss Contingency, Damages Sought, Value | $ 202 | |||||||
Adjustment Provision For Contingent Regulatory Matter | 329 | |||||||
Payments For Long Term Contracts | 5,902 | |||||||
Amortization of Other Deferred Charges | 358 | 0 | 0 | |||||
Interest Expense, Lessee, Assets under Capital Lease | 267 | 122 | $ 132 | |||||
Build To Suit Liability | 2,041 | 2,041 | 5,597 | |||||
ERP System Lease [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Construction in Progress, Gross | 6,525 | |||||||
Depreciation, Total | 163 | |||||||
Capital Lease Obligations | 7,521 | 7,521 | ||||||
Amortization of Other Deferred Charges | 358 | |||||||
Interest Expense, Lessee, Assets under Capital Lease | 237 | |||||||
Build To Suit Liability | 5,597 | |||||||
Deferred Costs, Total | $ 2,037 | $ 2,037 | ||||||
Customer [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Cost of Natural Gas Purchases | $ 693 | 174 | ||||||
Shareholders Suit [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Insurance Deductible on Available Policy | $ 250 |
Commitments and Contingencies97
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2015USD ($) | |
Future Minimum Lease Payments [Line Items] | ||
2,016 | $ 265 | |
2,017 | 259 | |
2,018 | 242 | |
2,019 | 214 | |
2,020 | 209 | |
Thereafter | 883 | |
Total minimum lease payments | 2,072 | |
2,016 | 3,130 | |
2,017 | 3,130 | |
2,018 | 1,318 | |
2,019 | 300 | |
2,020 | 300 | |
Thereafter | 600 | |
Total minimum lease payments | 8,778 | |
Less: Interest portion | 725 | |
Total liability | 8,053 | |
Build-to-suit [Member] | ||
Future Minimum Lease Payments [Line Items] | ||
2,016 | 612 | [1] |
2,017 | 817 | [1] |
2,018 | 612 | [1] |
2,019 | 0 | [1] |
2,020 | 0 | [1] |
Thereafter | 0 | [1] |
Total minimum lease payments | $ 2,041 | [1] |
[1] | Build-to-suit lease is related to the third phase of our new ERP system, and will be evaluated for sale leaseback treatment upon its completion in 2016. The asset to be leased is not yet complete and as such actual amounts due may vary from the amounts presented. |
Commitments and Contingencies98
Commitments and Contingencies - Summary of Future Minimum Long-term Contract Obligations (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Nova Gas Transmission Ltd [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2,016 | $ 899 |
2,017 | 899 |
2,018 | 861 |
2,019 | 674 |
2,020 | 674 |
Thereafter | 1,309 |
Total | 5,316 |
Maritimes And Northeast Pipeline [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2,016 | 576 |
2,017 | 576 |
2,018 | 357 |
2,019 | 357 |
2,020 | 357 |
Thereafter | 0 |
Total | 2,223 |
Jefferson Energy Trading LLC [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2,016 | 2,078 |
2,017 | 458 |
2,018 | 0 |
2,019 | 0 |
2,020 | 0 |
Thereafter | 0 |
Total | 2,536 |
Transcontinental Gas Pipe Line Company LLC [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2,016 | 297 |
2,017 | 297 |
2,018 | 297 |
2,019 | 297 |
2,020 | 297 |
Thereafter | 21,715 |
Total | 23,200 |
Other [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2,016 | 9 |
2,017 | 5 |
2,018 | 0 |
2,019 | 0 |
2,020 | 0 |
Thereafter | 0 |
Total | $ 14 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) $ in Thousands | 1 Months Ended |
Jun. 30, 2014USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Allowance for Doubtful Accounts Receivable, Write-offs | $ 1,056 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Amounts Charged/(Credited) To Expense | $ 1,056 | |||
Allowance for Doubtful Accounts [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Balance | $ 371 | $ 1,978 | $ 1,343 | |
Amounts Charged/(Credited) To Expense | 278 | 1,112 | 726 | |
Amounts Charged Off, Net of Net of Recoveries | 143 | 2,719 | 91 | |
Balance | $ 506 | $ 371 | $ 1,978 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities, Current [Abstract] | ||
Deferred payments received from levelized billing | $ 3,107 | $ 2,360 |
Taxes other than income | 1,861 | 2,083 |
Interest | 446 | 201 |
Accrued liabilities to related parties | 170 | 111 |
Employee benefits | 149 | 123 |
Vacation | 104 | 96 |
Accrued liabilities | $ 5,837 | $ 4,974 |
Unaudited Quarterly Results 102
Unaudited Quarterly Results of Operations - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Charge To Discontinued Operations Related To Prepayment Of Debt | $ 413 | |||
Amortization of Other Deferred Charges | $ 358 | $ 0 | $ 0 | |
Clarion and Walker [Member] | ||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 415 | |||
ERP System Lease [Member] | ||||
Depreciation, Total | 163 | |||
Capital Leases, Income Statement, Interest Expense | 237 | |||
Amortization of Other Deferred Charges | 358 | |||
Training And Maintenance Cost | 513 | |||
Office building in Mentor [Member] | ||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 409 | |||
PGC [Member] | ||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | $ 341 |
Unaudited Quarterly Results 103
Unaudited Quarterly Results of Operations - Schedule of Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | [1] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | $ 29,498 | $ 13,084 | $ 16,046 | $ 53,733 | $ 36,959 | $ 13,615 | $ 20,500 | $ 61,496 | $ 112,361 | $ 132,570 | $ 109,400 | |
Gross margin | 12,309 | 6,861 | 7,500 | 17,565 | 12,037 | 7,015 | 8,392 | 17,408 | 44,235 | 44,852 | 43,370 | |
Income tax benefit (expense) | (74) | 1,312 | 1,012 | (2,667) | (647) | 1,008 | 850 | (2,759) | 417 | 1,548 | 3,024 | |
Income (loss) from continuing operations | 729 | (2,264) | (1,713) | 4,417 | 1,198 | (1,514) | (1,492) | 4,537 | 1,169 | 2,729 | 5,852 | |
Discontinued operations, net of tax | (526) | 3,395 | 213 | 437 | 451 | 35 | 65 | 482 | 3,519 | 1,033 | 819 | |
Net income (loss) and comprehensive income (loss) | $ 203 | $ 1,131 | $ (1,500) | $ 4,854 | 1,649 | (1,479) | (1,427) | 5,019 | 4,688 | 3,762 | 6,671 | |
Comprehensive income (loss) | $ 1,651 | $ (1,589) | $ (1,423) | $ 5,018 | $ 4,688 | $ 3,657 | $ 6,710 | |||||
Basic and diluted earnings per share | ||||||||||||
Continuing operations (in dollars per share) | $ 0.07 | $ (0.22) | $ (0.16) | $ 0.42 | $ 0.11 | $ (0.14) | $ (0.14) | $ 0.43 | $ 0.11 | $ 0.26 | $ 0.63 | |
Discontinued operations (in dollars per share) | (0.05) | 0.32 | 0.02 | 0.04 | 0.05 | 0 | 0 | 0.05 | 0.34 | 0.1 | 0.08 | |
Net income (loss) per share (in dollars per share) | $ 0.02 | $ 0.10 | $ (0.14) | $ 0.46 | $ 0.16 | $ (0.14) | $ (0.14) | $ 0.48 | $ 0.45 | $ 0.36 | $ 0.71 | |
[1] | We classified our EWW subsidiary and the Pipeline Assets as discontinued operations during the third quarter of 2014. All prior periods have been restated to match this presentation. |