Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
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 | 10,519,728 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 3,833 | $ 2,728 |
Accounts receivable, less allowance for doubtful accounts of $396 and $506, respectively | 5,436 | 10,635 |
Accounts receivable due from related parties | 14 | 188 |
Unbilled gas | 1,991 | 6,995 |
Inventory | ||
Natural gas | 5,266 | 4,063 |
Materials and supplies | 2,224 | 2,271 |
Regulatory assets, current | 2,340 | 2,469 |
Restricted cash | 948 | 0 |
Other current assets | 3,228 | 2,174 |
Total current assets | 25,280 | 31,523 |
PROPERTY, PLANT, & EQUIPMENT, NET | 139,980 | 142,416 |
OTHER ASSETS | ||
Regulatory assets, non-current | 1,154 | 1,523 |
Goodwill | 15,872 | 15,872 |
Customer relationships, net of amortization | 2,398 | 2,625 |
Restricted cash | 0 | 1,898 |
Other non-current assets | 1,695 | 1,530 |
Total other assets | 21,119 | 23,448 |
TOTAL ASSETS | 186,379 | 197,387 |
CURRENT LIABILITIES | ||
Line of credit | 7,086 | 15,750 |
Accounts payable | 5,015 | 8,784 |
Accounts payable to related parties | 47 | 192 |
Notes payable, current portion | 0 | 5,012 |
Note payable to related party | 0 | 1,980 |
Accrued liabilities | 2,211 | 2,560 |
Accrued liabilities payable to related party | 87 | 170 |
Regulatory liability, current | 725 | 487 |
Build-to-suit liability | 0 | 2,041 |
Capital lease liability, current | 3,588 | 2,876 |
Deferred payment received from levelized billing | 2,811 | 3,107 |
Other current liabilities | 3,888 | 2,503 |
Total current liabilities | 25,458 | 45,462 |
OTHER LIABILITIES | ||
Deferred tax liability | 10,526 | 12,295 |
Regulatory liability, non-current | 1,375 | 1,251 |
Capital lease liability, non-current | 3,643 | 5,177 |
Other long-term liabilities | 3,126 | 3,286 |
Total other liabilities | 18,670 | 22,009 |
NOTES PAYABLE, less current portion | 49,825 | 34,427 |
COMMITMENTS AND CONTINGENCIES (see Note 14) | ||
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: 10,515,834 and 10,504,734 shares as of September 30, 2016, and December 31, 2015, respectively | 1,577 | 1,575 |
Capital in excess of par value | 64,088 | 63,985 |
Retained earnings | 26,761 | 29,929 |
Total stockholders' equity | 92,426 | 95,489 |
TOTAL CAPITALIZATION | 142,251 | 129,916 |
TOTAL LIABILITIES AND CAPITALIZATION | $ 186,379 | $ 197,387 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets [Parenthetical] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 396 | $ 506 |
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 | 10,515,834 | 10,504,734 |
Common stock, shares outstanding | 10,515,834 | 10,504,734 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUES | ||||
Natural gas operations | $ 10,543 | $ 11,355 | $ 60,213 | $ 77,403 |
Marketing & production | 2,812 | 1,729 | 8,482 | 5,460 |
Total revenues | 13,355 | 13,084 | 68,695 | 82,863 |
COST OF SALES | ||||
Natural gas purchased | 4,019 | 4,614 | 31,210 | 46,010 |
Marketing & production | 2,760 | 1,655 | 7,731 | 4,899 |
Total cost of sales | 6,779 | 6,269 | 38,941 | 50,909 |
GROSS MARGIN | 6,576 | 6,815 | 29,754 | 31,954 |
OPERATING EXPENSES | ||||
Distribution, general, and administrative | 6,227 | 6,365 | 19,323 | 18,898 |
Maintenance | 211 | 256 | 715 | 871 |
Depreciation, amortization and accretion | 2,014 | 1,790 | 5,981 | 5,348 |
Taxes other than income | 1,024 | 1,015 | 3,042 | 3,023 |
Provision for doubtful accounts | 22 | 35 | 99 | 134 |
Total operating expenses | 9,498 | 9,461 | 29,160 | 28,274 |
OPERATING INCOME (LOSS) | (2,922) | (2,646) | 594 | 3,680 |
Other income (loss), net | 116 | (118) | (148) | (330) |
Interest expense | (798) | (812) | (2,313) | (2,567) |
Income (loss) before income taxes | (3,604) | (3,576) | (1,867) | 783 |
Income tax (benefit) expense | (1,778) | (1,312) | (1,072) | 343 |
INCOME (LOSS) FROM CONTINUING OPERATIONS | (1,826) | (2,264) | (795) | 440 |
Discontinued operations, net of tax | 2 | 3,395 | (7) | 4,045 |
NET INCOME (LOSS) | $ (1,824) | $ 1,131 | $ (802) | $ 4,485 |
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE: | ||||
Continuing operations | $ (0.17) | $ (0.22) | $ (0.08) | $ 0.04 |
Discontinued operations | 0 | 0.32 | 0 | 0.39 |
Net income (loss) per share | (0.17) | 0.1 | (0.08) | 0.43 |
Dividends declared per common share | $ 0.075 | $ 0.135 | $ 0.225 | $ 0.27 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (802) | $ 4,485 |
Less income (loss) from discontinued operations | (7) | 4,045 |
Income (loss) from continuing operations | (795) | 440 |
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities: | ||
Depreciation and amortization | 5,981 | 5,327 |
Accretion | 0 | 21 |
Amortization of debt issuance costs | 323 | 517 |
Provision for doubtful accounts | 99 | 134 |
Amortization of deferred loss on sale-leaseback | 733 | 0 |
Stock based compensation | 104 | 135 |
Loss on sale of assets | 548 | 769 |
Unrealized holding gain on contingent consideration | (672) | (75) |
Change in fair value of derivative financial instruments | (120) | (120) |
Investment tax credit | (16) | (16) |
Deferred income taxes | (1,046) | 2,686 |
Changes in assets and liabilities | ||
Accounts receivable, including related parties | 5,275 | 7,533 |
Unbilled gas | 5,004 | 5,361 |
Natural gas inventory | (1,203) | (432) |
Accounts payable, including related parties | (2,700) | (7,572) |
Regulatory assets/liabilities | 367 | (961) |
Prepayments and other | (1,393) | (1,102) |
Other assets | 1,039 | (453) |
Other liabilities | (1,016) | 57 |
Net cash provided by operating activities | 10,512 | 12,249 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (5,785) | (8,325) |
Proceeds from sale of fixed assets | 2 | 66 |
Proceeds from note receivable | 0 | 59 |
Customer advances for construction | 94 | 33 |
Contributions in aid of construction | 960 | 606 |
Net cash used in investing activities | (4,729) | (7,561) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from lines of credit | 9,300 | 13,750 |
Repayments of lines of credit | (6,800) | (26,761) |
Repayments of notes payable, including related parties | (6,886) | (5,407) |
Proceeds from notes payable, including related parties | 4,000 | 5,000 |
Repayment of capital lease obligations | (2,495) | (1,560) |
Debt issuance costs paid | (213) | (151) |
Dividends paid | (1,577) | (2,834) |
Net cash used in financing activities | (4,671) | (17,963) |
DISCONTINUED OPERATIONS | ||
Operating cash flows | (7) | 1,288 |
Investing cash flows | 0 | 14,305 |
Net cash provided by (used in) discontinued operations | (7) | 15,593 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,105 | 2,318 |
Cash and cash equivalents, beginning of period | 2,728 | 1,586 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 3,833 | 3,904 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 2,366 | 2,085 |
Cash received from income tax refunds, net | 163 | 0 |
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Restricted cash released from customer deposit | 950 | 0 |
Assets acquired under build-to-suit agreement | 516 | 3,182 |
Capital expenditures included in accounts payable | 33 | 426 |
Capitalized interest | 141 | 324 |
Dividends declared, not yet paid | $ 789 | $ 1,418 |
Summary of Business and Basis o
Summary of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Business and Basis of Presentation | 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 in Ohio. In October 2015 we implemented a plan of reorganization and formed a new holding company, PHC Utilities, Inc., an Ohio Corporation, that is the parent company of our regulated utility subsidiaries, Cut Bank Gas, EWM, Frontier Gas, Bangor Gas, NEO, Brainard, Orwell, and Spelman. We are a natural gas company with operations in four states. Gas Natural is the parent company of Energy West Propane, Inc., EWR, GNR, Lone Wolfe, PHC and Independence. PHC Utilities, Inc. is the parent company of multiple entities that are natural gas utility companies with regulated operations in Maine, Montana, North Carolina and Ohio. EWR is a natural gas marketing and production company with non-regulated operations in Montana. GNR is a natural gas marketing company that markets gas in Ohio. Energy West Propane, Inc. distributes propane with non-regulated operations in Montana. Lone Wolfe serves as an insurance agent for us. We have three operating and reporting segments: · Natural Gas. 21 68,600 · Marketing and Production. 1.5 55 46 160 · Corporate and Other. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2015, which was derived from audited financial statements, and the unaudited interim condensed consolidated financial statements of Gas Natural Inc. have been prepared in accordance with U.S. GAAP for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not contain all disclosures required by U.S. GAAP. In our opinion, all normal recurring adjustments have been made that are necessary to fairly present the results of operations for the interim periods. Operating results for the nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. A majority of our revenue is derived from natural gas utility operations, making revenue seasonal in nature. Therefore, the largest portion of our operating revenue is generated during the colder months of the year when our sales volumes increase considerably. Reference should be made to our Annual Report on Form 10-K for the year ended December 31, 2015 (“Annual Report”). There have been no material changes in our significant accounting policies during the nine months ended September 30, 2016, as compared to the significant accounting policies described in our Annual Report. Certain reclassifications of prior year reported amounts have been made for comparative purposes. We do not consider such reclassifications to be material and they had no effect on net income. As of January 1, 2016, we adopted ASU 2015-3, Simplifying the Presentation of Debt Issuance Costs 302 Note 7 - Credit Facilities and Long-Term Debt In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 2 Discontinued Operations Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 EWW/Pipeline Assets Revenue $ - $ - $ - $ 4,609 Cost of sales - - - (2,534) Distribution, general & administrative (9) - (9) (780) Maintenance - - - (81) Taxes other than income - - - (168) Other income 1 - 14 7 Interest expense - 2 (29) 1 Pretax income (loss) from discontinued operations (8) 2 (24) 1,054 Gain on the sale of EWW/Pipeline Assets - 5,366 - 5,366 Income tax expense (benefit) (19) 1,961 (30) 2,345 Income from discontinued operations of EWW/Pipeline Assets $ 11 $ 3,407 $ 6 $ 4,075 Independence Loss from discontinued operations of Independence (9) (12) (13) (30) Discontinued operations, net of income tax $ 2 $ 3,395 $ (7) $ 4,045 EWW and the Glacier and 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 former EWD subsidiary entered into an asset purchase agreement for the sale 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 Assets’ classification as discontinued operations, their results have been included in our corporate and other segment for all periods presented. On July 1, 2015, we completed a sale of all of the stock of our wholly-owned subsidiary, EWW, to Cheyenne and we received proceeds, net of costs to sell, of $ 14,223 1,185 4,500 310 29 Note 7 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 the three and nine months ended September 30, 2016, we recorded revenue in our income from continuing operations of $ 685 2,586 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 3 Earnings Per Share Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Income (loss) from continuing operations $ (1,826) $ (2,264) $ (795) $ 440 Income (loss) from discontinued operations 2 3,395 (7) 4,045 Net income (loss) $ (1,824) $ 1,131 $ (802) $ 4,485 Denominator: Basic weighted average common shares outstanding 10,512,680 10,494,130 10,508,154 10,490,736 Dilutive effect of restricted stock awards - 1,134 - 1,173 Diluted weighted average common shares outstanding 10,512,680 10,495,264 10,508,154 10,491,909 Basic & diluted earnings (loss) per share of common stock: Continuing operations $ (0.17) $ (0.22) $ (0.08) $ 0.04 Discontinued operations $ - $ 0.32 $ - $ 0.39 Net income (loss) $ (0.17) $ 0.10 $ (0.08) $ 0.43 We compute basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. For the three and nine months ended September 30, 2016, there were 1,868 102 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 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. September 30, 2016 Level 1 Level 2 Level 3 Total ASSETS: Commodity swap contracts $ - $ 66 $ - $ 66 December 31, 2015 Level 1 Level 2 Level 3 Total LIABILITIES: Commodity swap contracts $ - $ 54 $ - $ 54 Contingent consideration $ - $ - $ 672 $ 672 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 5 Derivative Financial Instruments Contingent Consideration Liability The contingent consideration liability categorized in Level 3 of the fair value hierarchy arose as a result of a purchase agreement, pursuant to which we acquired the assets of our GNR subsidiary in 2013. The purchase agreement for the transaction provided for contingent “earn-out” payments in the form of validly issued, fully paid and non-assessable shares of our common stock for a period of five years after the closing of the transaction if the acquired business achieved a minimum annual EBITDA target of $ 810 575 We recorded a liability for an earn-out payment for the year ended December 31, 2013. We did not believe an earn-out payment was 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 Osborne, our former chairman and chief executive officer, believed that JDOG Marketing was entitled to the earn-out. Richard Osborne and JDOG Marketing filed a suit against us for the earn-out payment for 2013. During the second quarter of 2016, we settled the suit and recorded a gain of $ 672 Note 14 Commitments and Contingencies |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 5 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 swap contracts as hedging instruments. Product Type Contract Period Volume Price per MMBtu AECO Canada - CGPR 7A Natural Gas Swap 11/1/16 - 3/31/17 500 MMBtu/Day $ 2.109 AECO Canada - CGPR 7A Natural Gas Swap 11/1/16 - 3/31/17 500 MMBtu/Day $ 1.827 AECO Canada - CGPR 7A Natural Gas Swap 4/1/17 - 10/31/17 200 MMBtu/Day $ 1.775 AECO Canada - CGPR 7A Natural Gas Swap 4/1/17 - 3/31/18 150 MMBtu/Day $ 2.162 AECO Canada - CGPR 7A Natural Gas Swap 11/1/17 - 3/31/18 250 MMBtu/Day $ 2.078 We included in cost of sales in the accompanying Condensed Consolidated Statements of Operations, $ 316 2,948 48 16 (46) (120) 66 (54) |
Regulatory Assets and Liabiliti
Regulatory Assets and Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Regulatory Assets and Liabilities Disclosure [Abstract] | |
Regulatory Assets and Liabilities | Note 6 - Regulatory Assets and Liabilities The following table summarizes the components of our regulatory asset and liability balances at September 30, 2016 and December 31, 2015. September 30, 2016 December 31, 2015 Current Long-term Current Long-term REGULATORY ASSETS Recoverable cost of gas purchases $ 1,837 $ - $ 1,936 $ - Deferred costs 490 857 490 1,226 Income taxes - 297 - 297 Rate case costs 13 - 43 - Total regulatory assets $ 2,340 $ 1,154 $ 2,469 $ 1,523 REGULATORY LIABILITIES Over-recovered gas purchases $ 725 $ - $ 487 $ - Income taxes - 83 - 83 Asset retirement costs - 1,292 - 1,168 Total regulatory liabilities $ 725 $ 1,375 $ 487 $ 1,251 |
Credit Facilities and Long-Term
Credit Facilities and Long-Term Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Long-Term Debt | Note 7 Credit Facilities and Long-Term Debt During the second quarter of 2016, nearly all of our long-term notes payable became due within one year. These notes payable are presented on the September 30, 2016 balance sheets as long-term balances because on October 19, 2016, we refinanced those long-term debt agreements with an issuance of $ 50,000 42,000 Note 15 Subsequent Events September 30, December 31, 2016 2015 Borrowings outstanding 6.95% NIL Funding fixed rate note to related party, due April 20, 2016 $ - $ 2,000 7.5% NIL Funding fixed rate note to related party, due November 15, 2016 4,000 - Bank of America line of credit, due April 1, 2017 18,250 15,750 LIBOR plus 1.75% to 2.25%, Bank of America amortizing term loan, due April 1, 2017 8,000 8,375 6.16% Allstate/CUNA Senior unsecured note, due June 29, 2017 8,500 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 12 22 Total borrowings outstanding 57,086 57,471 Less: unamortized debt issuance costs (175) (302) Borrowings outstanding, less unamortized debt issuance costs $ 56,911 $ 57,169 The weighted average interest rate on our outstanding short term borrowings during the three months ended September 30, 2016 and 2015, was 3.34 2.80 3.04 3.00 3.32 2.71 Bank of America As of September 30, 2016 our Energy West subsidiary had a credit facility with Bank of America (“Credit Facility”) that provided for a revolving line of credit with a maximum borrowing capacity of $ 30,000 April 1, 2017 LIBOR plus 175 to 225 1,200 2.40 2.17 164 11,586 In addition, Energy West had a $ 10,000 125 2.27 2.17 8,000 8,375 The Bank of America revolving credit agreement and Term Loan contained various covenants, which required that Energy West and its subsidiaries maintained 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 was required to maintain a total debt to total capital ratio of not more than 0.55-to-1.00 no less than 2.0-to-1.0 Note 15 Subsequent Events NIL Funding On April 15, 2016, we entered into a loan agreement and promissory note for $ 4,000 7.5 November 15, 2016 In an event of default, as defined under the loan agreement, NIL Funding could have, at its option, required 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 12 Related Party Transactions Note 15 Subsequent Events On October 23, 2015, we entered into a loan agreement and promissory note for $ 3,000 6.95 April 20, 2016 2,000 Note 12 Related Party Transactions Allstate/CUNA In connection with our sale of EWW and the Pipeline Assets, during the fourth quarter of 2015 we committed to repay the portion of the Notes that were allocated to EWW and EWD on February 12, 2016, in the amount of $ 4,500 310 29 Note 2 Discontinued Operations The Notes were an obligation of Energy West. The Notes contained various covenants, including a limitation on Energy West’s total dividends and distributions made in the immediately preceding 60 100 65 150 Note 15 Subsequent Events Sun Life The Sun Life Fixed Rate Note (“Fixed Rate Note”) was a joint obligation of Gas Natural, NEO, Orwell and Brainard, and was guaranteed by Gas Natural, Lightning Pipeline and Great Plains (the “Obligors”). The Fixed Rate Note was governed by a note purchase agreement. Under the note purchase agreement, we were required to make monthly interest payments and the principal was due at maturity. Prepayment of this note prior to maturity was subject to a 50 basis point make-whole premium. See Note 15 Subsequent Events The Sun Life senior secured guaranteed note was a joint obligation of NEO, Orwell, and Brainard and was guaranteed by our non-regulated Ohio subsidiaries. The Sun Life covenants restricted certain cash balances and required 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 covenants required, on a consolidated basis, an interest coverage ratio of at least 2.0 to 1.0 60 |
Stock Compensation
Stock Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation | Note 8 Stock Compensation 2012 Incentive and Equity Award Plan During the three months ended September 30, 2016 and 2015, we recognized $ 29 31 3,894 3,471 89 120 11,994 12,305 During the three and nine months ended September 30, 2016 and 2015, we recognized $ 5 15 |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Note 9 Employee Benefit Plans We have a defined contribution plan (the “ ” 3 10 117 114 364 352 We sponsored a defined postretirement health benefit plan (the “Retiree Health Plan”) providing Medicare supplement benefits to eligible retirees. We discontinued contributions in 2006 and are no longer required to fund the Retiree Health Plan. The Retiree Health Plan pays eligible retirees (post- 65 86 102 |
Lease Agreement
Lease Agreement | 9 Months Ended |
Sep. 30, 2016 | |
Leases, Capital [Abstract] | |
Lease Agreement | Note 10 Lease Agreement Upon completion of the final phase of our ERP system implementation project during the first quarter of 2016, we determined that the lease of the ERP system qualifies for sales recognition under sale-leaseback accounting guidance and that the lease governing our future use of the assets is a capital lease. Accordingly, we recorded property, plant and equipment and a capital lease liability of $ 1,672 1,196 thirty month 58 294 5,755 6,379 2,065 1,679 Note 14 Commitments and Contingencies |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 Income Taxes Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Tax (benefit) expense at statutory rate of 34% $ (1,229) $ 603 $ (646) $ 2,433 State income tax (benefit), net of Federal tax benefit (expense) (80) 43 47 254 Amortization of deferred investment tax credits (5) (5) (16) (16) Tax credits (292) - (292) - Adjustment to tax return filed (181) - (181) - Other (3) 1 (10) (1) Total income tax (benefit) expense (1,790) 642 (1,098) 2,670 Less: income tax from discontinued operations (12) 1,954 (26) 2,327 Income tax (benefit) expense from continuing operations $ (1,778) $ (1,312) $ (1,072) $ 343 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 Related Party Transactions Relationships with Richard Osborne Historically we engaged in various related party transactions with entities owned or controlled by our former chairman and chief executive officer, Richard Osborne. After Richard Osborne’s removal as chief executive officer on May 1, 2014, the board took a measured approach to reduce or terminate, as appropriate, related party transactions with Richard Osborne while ensuring that we continue to serve our customers affected by such transactions. These efforts were made in furtherance of our long-term plan to phase out related party transactions. We made purchases of natural gas and transportation services from entities owned or controlled by Richard Osborne of $ 377 433 1,584 2,146 6 2 20 2 6 28 8 As of September 30, 2016 and December 31, 2015, we had accounts receivable of $ 14 188 47 192 We accrued a liability of $ 87 170 2,908 2,000 Note 14 Commitments and Contingencies In addition, we had related party natural gas imbalances of $ 174 256 Relationship with NIL Funding NIL Funding is an affiliate of The InterTech Group, Inc. (“InterTech”). The chairperson and chief executive officer of InterTech is Anita G. Zucker. Mrs. Zucker, as trustee of the Article 6 Marital Trust, under the First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007, beneficially owned 1,040,640 9.89 Note 7 - Credit Facilities and Long-Term Debt On April 15, 2016, we entered into a loan agreement and promissory note for $ 4,000 7.5 Note 15- Subsequent Events Note 7 Credit Facilities and Long-Term Debt |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 13 Segment Reporting 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 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. Three Months Ended September 30, 2016 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUE $ 10,545 $ 2,982 $ - $ 13,527 Intersegment elimination (2) (170) - (172) Total operating revenue 10,543 2,812 - 13,355 COST OF SALES 4,021 2,930 - 6,951 Intersegment elimination (2) (170) - (172) Total cost of sales 4,019 2,760 - 6,779 GROSS MARGIN $ 6,524 $ 52 $ - $ 6,576 OPERATING EXPENSES 8,619 158 721 9,498 OPERATING LOSS $ (2,095) $ (106) $ (721) $ (2,922) DISCONTINUED OPERATIONS $ - $ - $ 2 $ 2 NET LOSS $ (1,556) $ (117) $ (151) $ (1,824) Three Months Ended September 30, 2015 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUE $ 11,356 $ 1,886 $ - $ 13,242 Intersegment elimination (1) (157) - (158) Total operating revenue 11,355 1,729 - 13,084 COST OF SALES 4,615 1,812 - 6,427 Intersegment elimination (1) (157) - (158) Total cost of sales 4,614 1,655 - 6,269 GROSS MARGIN $ 6,741 $ 74 $ - $ 6,815 OPERATING EXPENSES 8,894 142 450 9,486 Intersegment elimination (25) - - (25) Total operating expenses 8,869 142 450 9,461 OPERATING LOSS $ (2,128) $ (68) $ (450) $ (2,646) DISCONTINUED OPERATIONS $ - $ - $ 3,395 $ 3,395 NET INCOME (LOSS) $ (1,902) $ (65) $ 3,098 $ 1,131 Nine Months Ended September 30, 2016 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUE $ 60,228 $ 9,240 $ - $ 69,468 Intersegment elimination (15) (758) - (773) Total operating revenue 60,213 8,482 - 68,695 COST OF SALES 31,225 8,489 - 39,714 Intersegment elimination (15) (758) - (773) Total cost of sales 31,210 7,731 - 38,941 GROSS MARGIN $ 29,003 $ 751 $ - $ 29,754 OPERATING EXPENSES 26,316 (119) 2,963 29,160 OPERATING INCOME (LOSS) $ 2,687 $ 870 $ (2,963) $ 594 DISCONTINUED OPERATIONS $ - $ - $ (7) $ (7) NET INCOME (LOSS) $ 445 $ 457 $ (1,704) $ (802) Nine Months Ended September 30, 2015 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUE $ 77,420 $ 8,916 $ - $ 86,336 Intersegment elimination (17) (3,456) - (3,473) Total operating revenue 77,403 5,460 - 82,863 COST OF SALES 46,027 8,355 - 54,382 Intersegment elimination (17) (3,456) - (3,473) Total cost of sales 46,010 4,899 - 50,909 GROSS MARGIN $ 31,393 $ 561 $ - $ 31,954 OPERATING EXPENSES 25,485 597 2,279 28,361 Intersegment elimination (87) - - (87) Total operating expenses 25,398 597 2,279 28,274 OPERATING INCOME (LOSS) $ 5,995 $ (36) $ (2,279) $ 3,680 DISCONTINUED OPERATIONS $ - $ - $ 4,045 $ 4,045 NET INCOME (LOSS) $ 2,342 $ (84) $ 2,227 $ 4,485 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 Commitments and Contingencies Legal Proceedings From time to time, we are involved in lawsuits and other legal proceedings 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. 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 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 a 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 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 are currently engaged in ongoing settlement discussions. 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 Richard Osborne Suits On July 14, 2016, we entered into a settlement agreement with Richard Osborne, our former chairman and chief executive officer (the “Settlement”). Under the Settlement, we settled numerous, but not all, outstanding litigation and regulatory proceedings between us, including our subsidiaries and certain of our current and former directors, and Mr. Osborne. All matters previously disclosed and subject to the Settlement are briefly referred to below and described in further detail in Part II, Item I of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, and under the caption “Litigation with Richard Osborne” in the Company’s Definitive Proxy Statement, filed with the SEC on May 9, 2016 and June 21, 2016, respectively. The specific litigation and regulatory proceedings subject to the Settlement include: · Richard M. Osborne and Richard M. Osborne Trust, Under Restated and Amended Trust Agreement of January 13, 1995 v. Gas Natural Inc., et al. · 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. 1,000 · 8500 Station Street LLC v. OsAir Inc., et al 82 · Cobra Pipeline Co., Ltd. v. Gas Natural, Inc., et al. · Orwell National Gas Company vs. Osborne Sr., Richard M. 202 · Orwell Natural Gas Company v. Ohio Rural Natural Gas Co-Op, et al. In the Matter of Orwell Natural Gas Company, Brainard Gas Corporation and Northeast Ohio Natural Gas Corporations’ Request for Injunctive Relief · Orwell Natural Gas Company v. Orwell-Trumbull Pipeline Company, LLC · Orwell-Trumbull Pipeline Company, LLC v. Orwell Natural Gas Company · Orwell Natural Gas Company v. Orwell-Trumbull Pipeline Company LLC · Gas Natural Resources LLC v. Orwell-Trumbull Pipeline Company LLC We and Mr. Osborne further agreed to dismiss all other pending or threatened litigation matters between us, although not specifically identified in the agreement. In connection with the Settlement, Mr. Osborne withdrew the director candidates he had nominated for election to our board of directors at the annual meeting of shareholders held on July 27, 2016. The proxy materials circulated in support of his candidates were also withdrawn. Pursuant to the Settlement, further details of the Settlement are confidential. See Note 12 Related Party Transactions 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 the 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, and 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. 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 Osborne. On May 29, 2015, we received a subpoena regarding a formal investigation, case number C-08186-A. On March 15, 2016, we received a second subpoena regarding the same case. 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 Subsequent Events Dividend On October 28, 2016, we paid a dividend of $ 0.075 10,519,728 789 Debt Agreements and Restructuring On October 19, 2016, we entered into a Credit Agreement and Revolving Note with Bank of America. The Credit Agreement provides for a $ 42,000 October 19, 2021 not more than 0.50 to 1.00 not less than 2.00 to 1.00 Also on October 19, 2016, we entered into a Note Purchase Agreement providing for the issuance and sale to investors in a private placement of $ 50,000 4.23 October 19, 2028 The Revolving Note and Senior Note are each guaranteed by our wholly owned non-utility subsidiaries, Energy West Propane, Inc., EWR, GNR, Independence, Lone Wolfe, and PHC. Additionally, on October 19, 2016, we created a wholly-owned PHC subsidiary under which each of our eight regulated entities is held. This streamlines our corporate structure to facilitate greater focus on the four regulatory jurisdictions in which we operate, as well as to simplify our financing arrangements. With the new structure, which received regulatory approval, the regulated entities are segregated from non-regulated operations. Agreement and Plan of Merger On October 8, 2016, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among us, FR Bison Holdings, Inc., a Delaware corporation (“Parent”), and FR Bison Merger Sub, Inc., an Ohio corporation (“Merger Sub”), pursuant to which Merger Sub will merge with and into us (the “Merger”), on the terms and subject to the conditions set forth in the Merger Agreement. We will continue as the surviving corporation and a wholly-owned subsidiary of Parent, and Parent will pay to our shareholders $ 13.10 Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of our common stock (“GNI Common Stock”) issued and outstanding immediately prior to the Effective Time (including restricted shares of GNI Common Stock which will become fully vested in accordance with their terms) will be cancelled and automatically converted into the right to receive the Merger Consideration, other than (i) shares that are held in our treasury or owned by any direct or indirect wholly owned subsidiary of ours, (ii) shares owned by Parent, Merger Sub or any of their respective wholly owned subsidiaries, and (iii) shares held by shareholders who have complied in all respects with all of the provisions of the Ohio General Corporation Law concerning such shareholder’s rights as a dissenting shareholder. First Reserve has committed to capitalize Parent, at or immediately prior to the effective time of the Merger, with an aggregate equity contribution in an amount of up to $ 137,800 Our board of directors unanimously determined that the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of us and our stockholders and approved the Merger Agreement and the transactions contemplated thereby, and unanimously resolved to recommend that our stockholders vote in favor of approval of the Merger Agreement. We have made customary representations and warranties in the Merger Agreement and have agreed to customary covenants regarding the operation of our business and our subsidiaries prior to the closing of the Merger. The Merger is subject to, among other customary closing conditions, the approvals of the MPUC, MPSC, NCUC, and the PUCO. In addition, the Merger requires the approval of our shareholders and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The Merger Agreement also includes certain termination rights for both us and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances, we or Parent will be required to pay to Parent or to us, respectively, a termination fee of $ 4,800 November 22, 2016. During such period, our board of directors, together with our financial and legal advisors, may actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals to acquire us. At the end of the go shop period, we will cease such activities, and will be subject to a customary no shop provision that restricts our ability to solicit acquisition proposals from third parties and to provide non-public information to and engage in discussions or negotiations with third parties regarding acquisition proposals after the go shop period. The no shop provision also allows us, under certain circumstances and in compliance with certain obligations, to provide non-public information and engage in discussions and negotiations with respect to an unsolicited acquisition proposal, including from third parties who initially submitted an acquisition proposal during the go shop period that constitutes or is reasonably expected to lead to a superior proposal. In addition, in connection with the execution of the Merger Agreement, a stockholder of ours representing approximately 9.9 Upon consummation of the Merger, our common stock will be delisted from the NYSE MKT and deregistered under the Exchange Act as soon as practicable following the Effective Time. For further details regarding the Merger Agreement, see our preliminary proxy statement filed November 7, 20 16. |
Summary of Business and Basis21
Summary of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business | 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 in Ohio. In October 2015 we implemented a plan of reorganization and formed a new holding company, PHC Utilities, Inc., an Ohio Corporation, that is the parent company of our regulated utility subsidiaries, Cut Bank Gas, EWM, Frontier Gas, Bangor Gas, NEO, Brainard, Orwell, and Spelman. We are a natural gas company with operations in four states. Gas Natural is the parent company of Energy West Propane, Inc., EWR, GNR, Lone Wolfe, PHC and Independence. PHC Utilities, Inc. is the parent company of multiple entities that are natural gas utility companies with regulated operations in Maine, Montana, North Carolina and Ohio. EWR is a natural gas marketing and production company with non-regulated operations in Montana. GNR is a natural gas marketing company that markets gas in Ohio. Energy West Propane, Inc. distributes propane with non-regulated operations in Montana. Lone Wolfe serves as an insurance agent for us. We have three operating and reporting segments: · Natural Gas. 21 68,600 · Marketing and Production. 1.5 55 46 160 · Corporate and Other. |
Basis of Presentation | Basis of Presentation The accompanying Condensed Consolidated Balance Sheet as of December 31, 2015, which was derived from audited financial statements, and the unaudited interim condensed consolidated financial statements of Gas Natural Inc. have been prepared in accordance with U.S. GAAP for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not contain all disclosures required by U.S. GAAP. In our opinion, all normal recurring adjustments have been made that are necessary to fairly present the results of operations for the interim periods. Operating results for the nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. A majority of our revenue is derived from natural gas utility operations, making revenue seasonal in nature. Therefore, the largest portion of our operating revenue is generated during the colder months of the year when our sales volumes increase considerably. Reference should be made to our Annual Report on Form 10-K for the year ended December 31, 2015 (“Annual Report”). There have been no material changes in our significant accounting policies during the nine months ended September 30, 2016, as compared to the significant accounting policies described in our Annual Report. |
Reclassifications | Reclassifications Certain reclassifications of prior year reported amounts have been made for comparative purposes. We do not consider such reclassifications to be material and they had no effect on net income. |
Accounting Pronouncement Adopted | Accounting Pronouncement Adopted As of January 1, 2016, we adopted ASU 2015-3, Simplifying the Presentation of Debt Issuance Costs 302 Note 7 - Credit Facilities and Long-Term Debt |
Recent Accounting Pronouncements | In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Balance Sheet and Statement of Comprehensive Income to Discontinued Operations | The following table reconciles the carrying amounts of the major line items constituting the pretax income (loss) from discontinued operations to the after-tax income (loss) from discontinued operations that are presented on our Condensed Consolidated Statements of Operations. Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 EWW/Pipeline Assets Revenue $ - $ - $ - $ 4,609 Cost of sales - - - (2,534) Distribution, general & administrative (9) - (9) (780) Maintenance - - - (81) Taxes other than income - - - (168) Other income 1 - 14 7 Interest expense - 2 (29) 1 Pretax income (loss) from discontinued operations (8) 2 (24) 1,054 Gain on the sale of EWW/Pipeline Assets - 5,366 - 5,366 Income tax expense (benefit) (19) 1,961 (30) 2,345 Income from discontinued operations of EWW/Pipeline Assets $ 11 $ 3,407 $ 6 $ 4,075 Independence Loss from discontinued operations of Independence (9) (12) (13) (30) Discontinued operations, net of income tax $ 2 $ 3,395 $ (7) $ 4,045 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Income (loss) from continuing operations $ (1,826) $ (2,264) $ (795) $ 440 Income (loss) from discontinued operations 2 3,395 (7) 4,045 Net income (loss) $ (1,824) $ 1,131 $ (802) $ 4,485 Denominator: Basic weighted average common shares outstanding 10,512,680 10,494,130 10,508,154 10,490,736 Dilutive effect of restricted stock awards - 1,134 - 1,173 Diluted weighted average common shares outstanding 10,512,680 10,495,264 10,508,154 10,491,909 Basic & diluted earnings (loss) per share of common stock: Continuing operations $ (0.17) $ (0.22) $ (0.08) $ 0.04 Discontinued operations $ - $ 0.32 $ - $ 0.39 Net income (loss) $ (0.17) $ 0.10 $ (0.08) $ 0.43 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 and December 31, 2015. September 30, 2016 Level 1 Level 2 Level 3 Total ASSETS: Commodity swap contracts $ - $ 66 $ - $ 66 December 31, 2015 Level 1 Level 2 Level 3 Total LIABILITIES: Commodity swap contracts $ - $ 54 $ - $ 54 Contingent consideration $ - $ - $ 672 $ 672 |
Derivative Financial Instrume25
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table summarizes our commodity swap contracts outstanding as of September 30, 2016. 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 11/1/16 - 3/31/17 500 MMBtu/Day $ 2.109 AECO Canada - CGPR 7A Natural Gas Swap 11/1/16 - 3/31/17 500 MMBtu/Day $ 1.827 AECO Canada - CGPR 7A Natural Gas Swap 4/1/17 - 10/31/17 200 MMBtu/Day $ 1.775 AECO Canada - CGPR 7A Natural Gas Swap 4/1/17 - 3/31/18 150 MMBtu/Day $ 2.162 AECO Canada - CGPR 7A Natural Gas Swap 11/1/17 - 3/31/18 250 MMBtu/Day $ 2.078 |
Regulatory Assets and Liabili26
Regulatory Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Regulatory Assets and Liabilities Disclosure [Abstract] | |
Regulatory Assets And Liabilities | The following table summarizes the components of our regulatory asset and liability balances at September 30, 2016 and December 31, 2015. September 30, 2016 December 31, 2015 Current Long-term Current Long-term REGULATORY ASSETS Recoverable cost of gas purchases $ 1,837 $ - $ 1,936 $ - Deferred costs 490 857 490 1,226 Income taxes - 297 - 297 Rate case costs 13 - 43 - Total regulatory assets $ 2,340 $ 1,154 $ 2,469 $ 1,523 REGULATORY LIABILITIES Over-recovered gas purchases $ 725 $ - $ 487 $ - Income taxes - 83 - 83 Asset retirement costs - 1,292 - 1,168 Total regulatory liabilities $ 725 $ 1,375 $ 487 $ 1,251 |
Credit Facilities and Long-Te27
Credit Facilities and Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Long-Term Debt Balances | The following table presents our outstanding borrowings at September 30, 2016 and December 31, 2015. September 30, December 31, 2016 2015 Borrowings outstanding 6.95% NIL Funding fixed rate note to related party, due April 20, 2016 $ - $ 2,000 7.5% NIL Funding fixed rate note to related party, due November 15, 2016 4,000 - Bank of America line of credit, due April 1, 2017 18,250 15,750 LIBOR plus 1.75% to 2.25%, Bank of America amortizing term loan, due April 1, 2017 8,000 8,375 6.16% Allstate/CUNA Senior unsecured note, due June 29, 2017 8,500 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 12 22 Total borrowings outstanding 57,086 57,471 Less: unamortized debt issuance costs (175) (302) Borrowings outstanding, less unamortized debt issuance costs $ 56,911 $ 57,169 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Federal Statutory Rate to Pre-Tax Income from Continuing Operations | Our income tax position differs from the amount computed by applying the federal statutory rate to pre-tax income or loss as presented in the table below: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Tax (benefit) expense at statutory rate of 34% $ (1,229) $ 603 $ (646) $ 2,433 State income tax (benefit), net of Federal tax benefit (expense) (80) 43 47 254 Amortization of deferred investment tax credits (5) (5) (16) (16) Tax credits (292) - (292) - Adjustment to tax return filed (181) - (181) - Other (3) 1 (10) (1) Total income tax (benefit) expense (1,790) 642 (1,098) 2,670 Less: income tax from discontinued operations (12) 1,954 (26) 2,327 Income tax (benefit) expense from continuing operations $ (1,778) $ (1,312) $ (1,072) $ 343 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 three and nine months ended September 30, 2016 and 2015. Three Months Ended September 30, 2016 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUE $ 10,545 $ 2,982 $ - $ 13,527 Intersegment elimination (2) (170) - (172) Total operating revenue 10,543 2,812 - 13,355 COST OF SALES 4,021 2,930 - 6,951 Intersegment elimination (2) (170) - (172) Total cost of sales 4,019 2,760 - 6,779 GROSS MARGIN $ 6,524 $ 52 $ - $ 6,576 OPERATING EXPENSES 8,619 158 721 9,498 OPERATING LOSS $ (2,095) $ (106) $ (721) $ (2,922) DISCONTINUED OPERATIONS $ - $ - $ 2 $ 2 NET LOSS $ (1,556) $ (117) $ (151) $ (1,824) Three Months Ended September 30, 2015 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUE $ 11,356 $ 1,886 $ - $ 13,242 Intersegment elimination (1) (157) - (158) Total operating revenue 11,355 1,729 - 13,084 COST OF SALES 4,615 1,812 - 6,427 Intersegment elimination (1) (157) - (158) Total cost of sales 4,614 1,655 - 6,269 GROSS MARGIN $ 6,741 $ 74 $ - $ 6,815 OPERATING EXPENSES 8,894 142 450 9,486 Intersegment elimination (25) - - (25) Total operating expenses 8,869 142 450 9,461 OPERATING LOSS $ (2,128) $ (68) $ (450) $ (2,646) DISCONTINUED OPERATIONS $ - $ - $ 3,395 $ 3,395 NET INCOME (LOSS) $ (1,902) $ (65) $ 3,098 $ 1,131 Nine Months Ended September 30, 2016 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUE $ 60,228 $ 9,240 $ - $ 69,468 Intersegment elimination (15) (758) - (773) Total operating revenue 60,213 8,482 - 68,695 COST OF SALES 31,225 8,489 - 39,714 Intersegment elimination (15) (758) - (773) Total cost of sales 31,210 7,731 - 38,941 GROSS MARGIN $ 29,003 $ 751 $ - $ 29,754 OPERATING EXPENSES 26,316 (119) 2,963 29,160 OPERATING INCOME (LOSS) $ 2,687 $ 870 $ (2,963) $ 594 DISCONTINUED OPERATIONS $ - $ - $ (7) $ (7) NET INCOME (LOSS) $ 445 $ 457 $ (1,704) $ (802) Nine Months Ended September 30, 2015 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUE $ 77,420 $ 8,916 $ - $ 86,336 Intersegment elimination (17) (3,456) - (3,473) Total operating revenue 77,403 5,460 - 82,863 COST OF SALES 46,027 8,355 - 54,382 Intersegment elimination (17) (3,456) - (3,473) Total cost of sales 46,010 4,899 - 50,909 GROSS MARGIN $ 31,393 $ 561 $ - $ 31,954 OPERATING EXPENSES 25,485 597 2,279 28,361 Intersegment elimination (87) - - (87) Total operating expenses 25,398 597 2,279 28,274 OPERATING INCOME (LOSS) $ 5,995 $ (36) $ (2,279) $ 3,680 DISCONTINUED OPERATIONS $ - $ - $ 4,045 $ 4,045 NET INCOME (LOSS) $ 2,342 $ (84) $ 2,227 $ 4,485 |
Summary of Business and Basis30
Summary of Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($)Bcf | |
Summary of Business and Accounting Policies [Line Items] | |
Reclassification of Debt Issuance Costs | $ | $ 302 |
Number Of Customers Served | 68,600 |
Natural Gas Operations [Member] | |
Summary of Business and Accounting Policies [Line Items] | |
Annual distribution of natural gas | 21 |
Marketing & Production Operations [Member] | |
Summary of Business and Accounting Policies [Line Items] | |
Annual amount of natural gas marketed | 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% |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jul. 02, 2015 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule Of Discontinued Operations [Line Items] | |||||||
Gas Domestic Regulated Revenue | $ 10,543 | $ 11,355 | $ 60,213 | $ 77,403 | |||
Energy West Wyoming, Inc [Member] | |||||||
Schedule Of Discontinued Operations [Line Items] | |||||||
Proceeds from Divestiture of Businesses | $ 14,223 | ||||||
Shoshone Pipelines [Member] | |||||||
Schedule Of Discontinued Operations [Line Items] | |||||||
Proceeds from Divestiture of Businesses | $ 1,185 | ||||||
Black Hills [Member] | |||||||
Schedule Of Discontinued Operations [Line Items] | |||||||
Gas Domestic Regulated Revenue | $ 685 | 2,586 | |||||
Energy West Wyoming, Inc and Energy West Development, Inc. [Member] | |||||||
Schedule Of Discontinued Operations [Line Items] | |||||||
Prepayment Penalty | $ 310 | ||||||
Committed Amount Repay | $ 4,500 | ||||||
Estimated Prepayment Penalty Recognized In Discontinued Operations Net Of Tax | $ 29 | $ 29 |
Discontinued Operations - Conso
Discontinued Operations - Consolidated Statement of Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income tax expense (benefit) | $ (12) | $ 1,954 | $ (26) | $ 2,327 |
Discontinued operations, net of income tax | 2 | 3,395 | (7) | 4,045 |
EWW/Pipeline Assets [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 0 | 0 | 0 | 4,609 |
Cost of sales | 0 | 0 | 0 | (2,534) |
Distribution, general & administrative | (9) | 0 | (9) | (780) |
Maintenance | 0 | 0 | 0 | (81) |
Taxes other than income | 0 | 0 | 0 | (168) |
Other income | 1 | 0 | 14 | 7 |
Interest expense | 0 | 2 | (29) | 1 |
Pretax income (loss) from discontinued operations | (8) | 2 | (24) | 1,054 |
Gain on the sale of EWW/Pipeline Assets | 0 | 5,366 | 0 | 5,366 |
Income tax expense (benefit) | (19) | 1,961 | (30) | 2,345 |
Discontinued operations, net of income tax | 11 | 3,407 | 6 | 4,075 |
Independence [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Discontinued operations, net of income tax | $ (9) | $ (12) | $ (13) | $ (30) |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,868 | 102 |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Income (loss) from continuing operations | $ (1,826) | $ (2,264) | $ (795) | $ 440 |
Income (loss) from discontinued operations | 2 | 3,395 | (7) | 4,045 |
Net income (loss) | $ (1,824) | $ 1,131 | $ (802) | $ 4,485 |
Denominator: | ||||
Basic weighted average common shares outstanding | 10,512,680 | 10,494,130 | 10,508,154 | 10,490,736 |
Dilutive effect of restricted stock awards | 0 | 1,134 | 0 | 1,173 |
Diluted weighted average common shares outstanding | 10,512,680 | 10,495,264 | 10,508,154 | 10,491,909 |
Basic & diluted earnings (loss) per share of common stock: | ||||
Continuing operations | $ (0.17) | $ (0.22) | $ (0.08) | $ 0.04 |
Discontinued operations | 0 | 0.32 | 0 | 0.39 |
Net income (loss) | $ (0.17) | $ 0.1 | $ (0.08) | $ 0.43 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Targeted EBITDA Amount For Contingent Earn Out Payments | $ 810 | ||
Target Earnout Payment | 575 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ 672 | $ 672 | $ 75 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
ASSETS: | ||
Commodity swap contracts | $ 66 | |
LIABILITIES: | ||
Commodity swap contracts | $ 54 | |
Contingent consideration | 672 | |
Level 1 [Member] | ||
ASSETS: | ||
Commodity swap contracts | 0 | |
LIABILITIES: | ||
Commodity swap contracts | 0 | |
Contingent consideration | 0 | |
Level 2 [Member] | ||
ASSETS: | ||
Commodity swap contracts | 66 | |
LIABILITIES: | ||
Commodity swap contracts | 54 | |
Contingent consideration | 0 | |
Level 3 [Member] | ||
ASSETS: | ||
Commodity swap contracts | $ 0 | |
LIABILITIES: | ||
Commodity swap contracts | 0 | |
Contingent consideration | $ 672 |
Derivative Financial Instrume37
Derivative Financial Instruments - Additional Information (Detail) - Swap [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Derivative [Line Items] | |||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 48 | $ 16 | $ (46) | $ (120) | |
Derivative Instruments Not Designated as Hedging Instruments, Loss | $ 316 | $ 2,948 | |||
Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value | $ 66 | $ 66 | |||
Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value | $ (54) |
Derivative Financial Instrume38
Derivative Financial Instruments (Derivative Instruments, Gain (Loss) (Detail) - Swap [Member] | 9 Months Ended |
Sep. 30, 2016MMBTU$ / MillionsofBTU-MMBTU | |
Product [Member] | |
Derivative [Line Items] | |
Derivative, Type of Instrument | Swap |
Derivative, Swap Type, Fixed Price | $ / MillionsofBTU-MMBTU | 2.109 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 500 |
Product [Member] | Contract Start Date [Member] | |
Derivative [Line Items] | |
Derivative, Inception Date | Nov. 1, 2016 |
Product [Member] | Contract End Date [Member] | |
Derivative [Line Items] | |
Derivative, Maturity Date | Mar. 31, 2017 |
Product One [Member] | |
Derivative [Line Items] | |
Derivative, Type of Instrument | Swap |
Derivative, Swap Type, Fixed Price | $ / MillionsofBTU-MMBTU | 1.827 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 500 |
Product One [Member] | Contract Start Date [Member] | |
Derivative [Line Items] | |
Derivative, Inception Date | Nov. 1, 2016 |
Product One [Member] | Contract End Date [Member] | |
Derivative [Line Items] | |
Derivative, Maturity Date | Mar. 31, 2017 |
Product Two [Member] | |
Derivative [Line Items] | |
Derivative, Type of Instrument | Swap |
Derivative, Swap Type, Fixed Price | $ / MillionsofBTU-MMBTU | 1.775 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 200 |
Product Two [Member] | Contract Start Date [Member] | |
Derivative [Line Items] | |
Derivative, Inception Date | Apr. 1, 2017 |
Product Two [Member] | Contract End Date [Member] | |
Derivative [Line Items] | |
Derivative, Maturity Date | Oct. 31, 2017 |
Product Three [Member] | |
Derivative [Line Items] | |
Derivative, Type of Instrument | Swap |
Derivative, Swap Type, Fixed Price | $ / MillionsofBTU-MMBTU | 2.162 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 150 |
Product Three [Member] | Contract Start Date [Member] | |
Derivative [Line Items] | |
Derivative, Inception Date | Apr. 1, 2017 |
Product Three [Member] | Contract End Date [Member] | |
Derivative [Line Items] | |
Derivative, Maturity Date | Mar. 31, 2018 |
Product Four [Member] | |
Derivative [Line Items] | |
Derivative, Type of Instrument | Swap |
Derivative, Swap Type, Fixed Price | $ / MillionsofBTU-MMBTU | 2.078 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 250 |
Product Four [Member] | Contract Start Date [Member] | |
Derivative [Line Items] | |
Derivative, Inception Date | Nov. 1, 2017 |
Product Four [Member] | Contract End Date [Member] | |
Derivative [Line Items] | |
Derivative, Maturity Date | Mar. 31, 2018 |
Regulatory Assets and Liabili39
Regulatory Assets and Liabilities - Schedule Of Regulatory Assets And Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
REGULATORY ASSETS | ||
Regulatory Assets, Current | $ 2,340 | $ 2,469 |
Regulatory Assets, Noncurrent | 1,154 | 1,523 |
REGULATORY LIABILITIES | ||
Regulatory Liability, Current | 725 | 487 |
Regulatory Liability, Noncurrent | 1,375 | 1,251 |
Recoverable cost of gas purchases [Member] | ||
REGULATORY ASSETS | ||
Regulatory Assets, Current | 1,837 | 1,936 |
Regulatory Assets, Noncurrent | 0 | 0 |
Deferred costs [Member] | ||
REGULATORY ASSETS | ||
Regulatory Assets, Current | 490 | 490 |
Regulatory Assets, Noncurrent | 857 | 1,226 |
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 | 13 | 43 |
Regulatory Assets, Noncurrent | 0 | 0 |
Over-recovered gas purchases [Member] | ||
REGULATORY LIABILITIES | ||
Regulatory Liability, Current | 725 | 487 |
Regulatory Liability, Noncurrent | 0 | 0 |
Asset retirement costs [Member] | ||
REGULATORY LIABILITIES | ||
Regulatory Liability, Current | 0 | 0 |
Regulatory Liability, Noncurrent | $ 1,292 | $ 1,168 |
Credit Facilities and Long-Te40
Credit Facilities and Long-Term Debt - Lines of Credit - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Apr. 15, 2016 | Oct. 23, 2015 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||||||||
Term loan amortized per quarter | $ 125 | ||||||||
Long-term Debt, Gross | $ 57,086 | $ 57,471 | 57,086 | $ 57,471 | |||||
Energy West Wyoming, Inc and Energy West Development, Inc. [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment Penalty | 310 | ||||||||
Committed Amount Repay | 4,500 | 4,500 | |||||||
Estimated Prepayment Penalty Recognized In Discontinued Operations Net Of Tax | $ 29 | 29 | |||||||
Future Finance [Member] | Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 50,000 | $ 50,000 | |||||||
NIL Funding [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Short-term Non-bank Loans and Notes Payable | $ 4,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.95% | ||||||||
Debt Instrument, Maturity Date | Nov. 15, 2016 | Apr. 20, 2016 | |||||||
Debt Instrument, Face Amount | $ 3,000 | $ 2,000 | $ 2,000 | ||||||
Short-term Debt, Percentage Bearing Fixed Interest Rate | 7.50% | ||||||||
Short-term Debt, Terms | In an event of default, as defined under the loan agreement, NIL Funding could have, at its option, required 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. | ||||||||
Energy West [Member] | Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.27% | 2.17% | 2.27% | 2.17% | |||||
Debt Instrument, Face Amount | $ 10,000 | $ 10,000 | |||||||
Long-term Debt, Gross | $ 8,000 | $ 8,375 | $ 8,000 | $ 8,375 | |||||
Short Term Borrowings [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, Weighted Average Interest Rate | 3.32% | 2.71% | 3.32% | 2.71% | |||||
Debt Instrument, Interest Rate During Period | 3.34% | 2.80% | 3.04% | 3.00% | |||||
Allstate/CUNA [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment Penalty | $ 310 | ||||||||
Committed Amount Repay | $ 4,500 | $ 4,500 | |||||||
Revolving Credit Facility [Member] | Future Finance [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 42,000 | $ 42,000 | |||||||
Revolving Credit Facility [Member] | Bank of America [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit maturity date | Apr. 1, 2017 | ||||||||
Weighted Average Interest Rate On Current Borrowings | 2.40% | 2.17% | 2.40% | 2.17% | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000 | $ 30,000 | |||||||
Line of Credit Facility, Remaining Borrowing Capacity | 11,586 | $ 11,586 | |||||||
Debt Instrument, Interest Rate Terms | LIBOR plus 175 to 225 | ||||||||
Letters of Credit Outstanding, Amount | 164 | $ 164 | |||||||
Revolving Credit Facility [Member] | Bank of America [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding borrowings | $ 1,200 | $ 1,200 |
Credit Facilities and Long-Te41
Credit Facilities and Long-Term Debt - Debt Covenants - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
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% |
Restricted Cash and Cash Equivalents | $ 948 |
Bank of America [Member] | |
Summary of outstanding long-term debt balances | |
Maximum debt to capital ratio | not more than 0.55-to-1.00 |
Interest coverage ratio | no less than 2.0-to-1.0 |
Allstate/CUNA [Member] | |
Summary of outstanding long-term debt balances | |
Interest coverage ratio | 150 |
Total dividends and distributions made in the immediately preceding period | 60 months |
Aggregate consolidated net income | 100.00% |
Debt to capitalization rate | 65.00% |
Credit Facilities and Long-Te42
Credit Facilities and Long-Term Debt - Summary of Outstanding Long-Term Debt Balances (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Long-term borrowings | $ 57,086 | $ 57,471 |
Less: unamortized debt issuance costs | (175) | (302) |
Borrowings outstanding, less unamortized debt issuance costs | 56,911 | 57,169 |
Vehicle and Equipment Financing Loans [Member] | ||
Debt Instrument [Line Items] | ||
Long-term borrowings | 12 | 22 |
Bank Of America Line Of Credit Due April 1st 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term borrowings | 18,250 | 15,750 |
LIBOR plus 1.75% to 2.25%, Bank of America amortizing term loan, due April 1, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term borrowings | 8,000 | 8,375 |
6.16%, Allstate/ CUNA Senior Unsecured Notes, Due June 29, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term borrowings | 8,500 | 13,000 |
5.38%, Sun Life Fixed Rate Note, Due June 1, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term borrowings | 15,334 | 15,334 |
4.15% Sun Life Senior Secured Guaranteed Note, Due June 1, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term borrowings | 2,990 | 2,990 |
Six Point Nine Five Prcentage Nil Founding [Member] | ||
Debt Instrument [Line Items] | ||
Current borrowings | 0 | 2,000 |
Seven Point Five Prcentage Nil Funding [Member] | ||
Debt Instrument [Line Items] | ||
Current borrowings | $ 4,000 | $ 0 |
Credit Facilities and Long-Te43
Credit Facilities and Long-Term Debt - Summary of Outstanding Long-Term Debt Balances (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
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 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] | ||
Interest Rate | 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] | ||
Interest Rate | 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 |
Interest Rate | 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 |
Interest Rate | 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 |
Interest Rate | 4.15% | 4.15% |
6.95% NIL Funding fixed rate note to related party, due April 20, 2016 | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Notes payable, maturity date | Apr. 20, 2016 | Apr. 20, 2016 |
Interest Rate | 6.95% | 6.95% |
7.5% NIL Funding fixed rate note to related party, due November 15, 2016 | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Notes payable, maturity date | Nov. 15, 2016 | Nov. 15, 2016 |
Interest Rate | 7.50% | 7.50% |
Stock Compensation - Additional
Stock Compensation - Additional Information (Detail) - 2012 Incentive and Equity Award Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 29 | $ 31 | $ 89 | $ 120 |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 15 | $ 5 | ||
Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award Non Option Equity Instruments Granted And Available For Grant | 3,894 | 3,471 | 11,994 | 12,305 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Annual contribution of employees salaries | 3.00% | ||||
Expense related to plan | $ 117 | $ 114 | $ 364 | $ 352 | |
Company makes matching contributions in form of common stock, percent | 10.00% | ||||
Minimum age criteria for retirees to remain on the same medical plan to retain coverage | 65 years | ||||
Value of plan assets | $ 86 | $ 86 | $ 102 |
Lease Agreement - Additional In
Lease Agreement - Additional Information (Detail) - ERP Implementation Project [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Lease Agreement [Line Items] | |||
Capital Lease Obligations | $ 1,672 | $ 5,755 | $ 6,379 |
Capital Leases, Future Minimum Payments Due | 294 | ||
Deferred Costs | 1,196 | ||
Lease Monthly Rental Payments | $ 58 | ||
Lease Expiration Period | thirty month | ||
Sale Leaseback Transaction Unamortized Deferred Losses | $ 2,065 | $ 1,679 |
Income Taxes - Federal Statutor
Income Taxes - Federal Statutory Rate to Pre-Tax Income from Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Tax (benefit) expense at statutory rate of 34% | $ (1,229) | $ 603 | $ (646) | $ 2,433 |
State income tax (benefit), net of Federal tax benefit (expense) | (80) | 43 | 47 | 254 |
Amortization of deferred investment tax credits | (5) | (5) | (16) | (16) |
Tax credits | (292) | 0 | (292) | 0 |
Adjustment to tax return filed | (181) | 0 | (181) | 0 |
Other | (3) | 1 | (10) | (1) |
Total income tax (benefit) expense | (1,790) | 642 | (1,098) | 2,670 |
Less: income tax from discontinued operations | (12) | 1,954 | (26) | 2,327 |
Income tax (benefit) expense from continuing operations | $ (1,778) | $ (1,312) | $ (1,072) | $ 343 |
Income Taxes - Federal Statut48
Income Taxes - Federal Statutory Rate to Pre-Tax Income from Continuing Operations (Parenthetical) (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statutory income tax rate | 34.00% | 34.00% | 34.00% | 34.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
May 18, 2016 | Apr. 15, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||||||
Cost of Natural Gas Purchases | $ 4,019 | $ 4,614 | $ 31,210 | $ 46,010 | ||||
Accounts Receivable, Related Parties, Current | 14 | 14 | $ 188 | |||||
Accounts Payable, Related Parties, Current | 47 | 47 | 192 | |||||
Due to Related Parties, Current | 87 | 87 | 170 | |||||
General and Administrative Expense | 6,227 | 6,365 | 19,323 | 18,898 | ||||
Related Party Natural Gas Imbalances | 174 | 174 | 256 | |||||
NIL Funding [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Short-term Debt, Terms | In an event of default, as defined under the loan agreement, NIL Funding could have, at its option, required 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. | |||||||
Equity Method Investment, Ownership Percentage | 9.89% | |||||||
Equity Method Investment Ownership Number Of Shares | 1,040,640 | |||||||
NIL Funding [Member] | Loan Agreement And Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | |||||||
Debt Instrument, Maturity Date | Nov. 15, 2016 | |||||||
Debt Instrument, Face Amount | $ 4,000 | |||||||
Former Chairman and Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cost of Natural Gas Purchases | 377 | 433 | 1,584 | 2,146 | ||||
Operating Leases, Rent Expense | 6 | 2 | 20 | |||||
Oil and Gas Sales Revenue | $ 2 | 6 | 28 | |||||
Rental Income, Nonoperating | $ 8 | |||||||
Due to Related Parties, Current | 87 | $ 87 | $ 170 | |||||
General and Administrative Expense | $ 2,000 | $ 2,908 |
Segment Reporting - Summary of
Segment Reporting - Summary of Financial Information for Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Total operating revenue | $ 13,355 | $ 13,084 | $ 68,695 | $ 82,863 |
Total cost of sales | 6,779 | 6,269 | 38,941 | 50,909 |
GROSS MARGIN | 6,576 | 6,815 | 29,754 | 31,954 |
OPERATING EXPENSES | ||||
Total operating expenses | 9,498 | 9,461 | 29,160 | 28,274 |
OPERATING INCOME (LOSS) | (2,922) | (2,646) | 594 | 3,680 |
DISCONTINUED OPERATIONS | 2 | 3,395 | (7) | 4,045 |
NET INCOME (LOSS) | (1,824) | 1,131 | (802) | 4,485 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 13,527 | 13,242 | 69,468 | 86,336 |
Total cost of sales | 6,951 | 6,427 | 39,714 | 54,382 |
OPERATING EXPENSES | ||||
Total operating expenses | 9,498 | 9,486 | 29,160 | 28,361 |
Intersegment Elimination [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | (172) | (158) | (773) | (3,473) |
Total cost of sales | (172) | (158) | (773) | (3,473) |
OPERATING EXPENSES | ||||
Total operating expenses | (25) | (87) | ||
Natural Gas Operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 10,543 | 11,355 | 60,213 | 77,403 |
Total cost of sales | 4,019 | 4,614 | 31,210 | 46,010 |
GROSS MARGIN | 6,524 | 6,741 | 29,003 | 31,393 |
OPERATING EXPENSES | ||||
Total operating expenses | 8,869 | 25,398 | ||
OPERATING INCOME (LOSS) | (2,095) | (2,128) | 2,687 | 5,995 |
DISCONTINUED OPERATIONS | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | (1,556) | (1,902) | 445 | 2,342 |
Natural Gas Operations [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 10,545 | 11,356 | 60,228 | 77,420 |
Total cost of sales | 4,021 | 4,615 | 31,225 | 46,027 |
OPERATING EXPENSES | ||||
Total operating expenses | 8,619 | 8,894 | 26,316 | 25,485 |
Natural Gas Operations [Member] | Intersegment Elimination [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | (2) | (1) | (15) | (17) |
Total cost of sales | (2) | (1) | (15) | (17) |
OPERATING EXPENSES | ||||
Total operating expenses | (25) | (87) | ||
Marketing & Production Operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 2,812 | 1,729 | 8,482 | 5,460 |
Total cost of sales | 2,760 | 1,655 | 7,731 | 4,899 |
GROSS MARGIN | 52 | 74 | 751 | 561 |
OPERATING EXPENSES | ||||
Total operating expenses | 142 | 597 | ||
OPERATING INCOME (LOSS) | (106) | (68) | 870 | (36) |
DISCONTINUED OPERATIONS | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | (117) | (65) | 457 | (84) |
Marketing & Production Operations [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 2,982 | 1,886 | 9,240 | 8,916 |
Total cost of sales | 2,930 | 1,812 | 8,489 | 8,355 |
OPERATING EXPENSES | ||||
Total operating expenses | 158 | 142 | (119) | 597 |
Marketing & Production Operations [Member] | Intersegment Elimination [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | (170) | (157) | (758) | (3,456) |
Total cost of sales | (170) | (157) | (758) | (3,456) |
OPERATING EXPENSES | ||||
Total operating expenses | 0 | 0 | ||
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 0 | 0 | 0 | 0 |
Total cost of sales | 0 | 0 | 0 | 0 |
GROSS MARGIN | 0 | 0 | 0 | 0 |
OPERATING EXPENSES | ||||
Total operating expenses | 450 | 2,279 | ||
OPERATING INCOME (LOSS) | (721) | (450) | (2,963) | (2,279) |
DISCONTINUED OPERATIONS | 2 | 3,395 | (7) | 4,045 |
NET INCOME (LOSS) | (151) | 3,098 | (1,704) | 2,227 |
Corporate and Other [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 0 | 0 | 0 | 0 |
Total cost of sales | 0 | 0 | 0 | 0 |
OPERATING EXPENSES | ||||
Total operating expenses | 721 | 450 | 2,963 | 2,279 |
Corporate and Other [Member] | Intersegment Elimination [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 0 | 0 | 0 | 0 |
Total cost of sales | $ 0 | 0 | $ 0 | 0 |
OPERATING EXPENSES | ||||
Total operating expenses | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Jul. 15, 2014 | |
Loss Contingencies [Line Items] | ||
Loss Contingency, Damages Sought, Value | $ 82 | |
Severance payment | $ 1,000 | |
Shareholders Suit [Member] | ||
Loss Contingencies [Line Items] | ||
Insurance Deductible on Available Policy | 250 | |
Orwell [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Damages Sought, Value | $ 202 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 13, 2016 | Oct. 08, 2016 | Oct. 28, 2016 | Oct. 19, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||||||||
Shares outstanding | 10,515,834 | 10,515,834 | 10,504,734 | ||||||
Dividend paid | $ 1,577 | $ 2,834 | |||||||
Common Stock, Dividends, Per Share, Declared | $ 0.075 | $ 0.135 | $ 0.225 | $ 0.27 | |||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares outstanding | 10,519,728 | ||||||||
Dividend paid | $ 789 | ||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.075 | ||||||||
Subsequent Event [Member] | FR Bison Holdings, Inc. [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Acquisition, Share Price | $ 13.10 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 137,800 | ||||||||
Business Acquisition, Transaction Costs | $ 4,800 | ||||||||
Subsequent Event [Member] | Senior Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Maturity Date | Oct. 19, 2028 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||||
Debt Instrument, Term | 12 years | ||||||||
Subsequent Event [Member] | Unsecured Revolving Credit Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 42,000 | ||||||||
Maximum Debt To Capital Ratio | not more than 0.50 to 1.00 | ||||||||
Interest Coverage Ratio | not less than 2.00 to 1.00 | ||||||||
Line of Credit Facility, Expiration Date | Oct. 19, 2021 | ||||||||
Subsequent Event [Member] | Parent Company [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 9.90% |