Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 04, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
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 | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 6,652 | $ 6,463 |
Accounts receivable, less allowance for doubtful accounts of $485 and $385, respectively | 4,346 | 11,093 |
Unbilled gas | 1,464 | 7,256 |
Inventory | ||
Natural gas | 2,257 | 3,380 |
Materials and supplies | 2,231 | 2,065 |
Regulatory assets, current | 3,572 | 3,131 |
Other current assets | 1,975 | 2,423 |
Total current assets | 22,497 | 35,811 |
PROPERTY, PLANT, & EQUIPMENT, NET | 140,557 | 139,691 |
OTHER ASSETS | ||
Regulatory assets, non-current | 785 | 1,032 |
Goodwill | 15,872 | 15,872 |
Customer relationships, net of amortization | 2,170 | 2,322 |
Other non-current assets | 1,959 | 2,696 |
Total other assets | 20,786 | 21,922 |
TOTAL ASSETS | 183,840 | 197,424 |
CURRENT LIABILITIES | ||
Line of credit | 6,700 | 13,450 |
Accounts payable | 4,042 | 10,055 |
Accrued liabilities | 5,762 | 8,265 |
Capital lease liability, current | 3,051 | 3,618 |
Other current liabilities | 504 | 460 |
Total current liabilities | 20,059 | 35,848 |
LONG-TERM LIABILITIES | ||
Deferred tax liability | 12,859 | 11,917 |
Regulatory liability, non-current | 1,500 | 1,417 |
Capital lease liability, non-current | 1,606 | 2,780 |
Other long-term liabilities | 4,046 | 3,113 |
Total long-term liabilities | 20,011 | 19,227 |
NOTES PAYABLE | 49,418 | 49,392 |
COMMITMENTS AND CONTINGENCIES (see Note 12) | ||
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: 10,519,728 shares as of June 30, 2017 and December 31, 2016 | 1,578 | 1,578 |
Capital in excess of par value | 64,101 | 64,092 |
Retained earnings | 28,673 | 27,287 |
Total stockholders’ equity | 94,352 | 92,957 |
TOTAL CAPITALIZATION | 143,770 | 142,349 |
TOTAL LIABILITIES AND CAPITALIZATION | $ 183,840 | $ 197,424 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets [Parenthetical] - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts | $ 485 | $ 385 |
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 | 10,519,728 | 10,519,728 |
Common stock, shares outstanding | 10,519,728 | 10,519,728 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
REVENUES | ||||
Natural gas operations | $ 14,995 | $ 14,606 | $ 50,914 | $ 49,670 |
Marketing & production | 1,763 | 2,427 | 5,703 | 5,670 |
Total revenues | 16,758 | 17,033 | 56,617 | 55,340 |
COST OF SALES | ||||
Natural gas purchased | 6,928 | 6,569 | 27,530 | 27,191 |
Marketing & production | 1,615 | 2,031 | 5,308 | 4,971 |
Total cost of sales | 8,543 | 8,600 | 32,838 | 32,162 |
GROSS MARGIN | 8,215 | 8,433 | 23,779 | 23,178 |
OPERATING EXPENSES | ||||
Distribution, general, and administrative | 5,531 | 7,169 | 11,570 | 13,096 |
Maintenance | 365 | 240 | 635 | 504 |
Depreciation, amortization and accretion | 2,037 | 2,010 | 4,092 | 3,967 |
Taxes other than income | 1,045 | 938 | 2,193 | 2,018 |
Provision for doubtful accounts | 83 | 57 | 208 | 77 |
Total operating expenses | 9,061 | 10,414 | 18,698 | 19,662 |
OPERATING INCOME (LOSS) | (846) | (1,981) | 5,081 | 3,516 |
Other income (loss), net | 127 | 138 | 222 | (264) |
Interest expense | (737) | (762) | (1,519) | (1,515) |
Income (loss) before income taxes | (1,456) | (2,605) | 3,784 | 1,737 |
Income tax (benefit) expense | (1,109) | (934) | 781 | 706 |
INCOME (LOSS) FROM CONTINUING OPERATIONS | (347) | (1,671) | 3,003 | 1,031 |
Discontinued operations, net of tax (see Note 2) | (39) | 14 | (39) | (9) |
NET INCOME (LOSS) | $ (386) | $ (1,657) | $ 2,964 | $ 1,022 |
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE: | ||||
Continuing operations (in dollars per share) | $ (0.03) | $ (0.16) | $ 0.28 | $ 0.10 |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 |
Net income (loss) per share (in dollars per share) | (0.03) | (0.16) | 0.28 | 0.10 |
Dividends declared per common share (in dollars per share) | $ 0.075 | $ 0.075 | $ 0.15 | $ 0.15 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 2,964 | $ 1,022 |
Less: loss from discontinued operations | (39) | (9) |
Income from continuing operations | 3,003 | 1,031 |
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: | ||
Depreciation and amortization | 4,092 | 3,967 |
Amortization of debt issuance costs | 124 | 206 |
Provision for doubtful accounts | 208 | 77 |
Amortization of deferred loss on sale-leaseback | 563 | 451 |
Stock based compensation | 10 | 70 |
Loss on sale of assets | 55 | 529 |
Unrealized holding gain on contingent consideration | 0 | (672) |
Change in fair value of derivative financial instruments | 208 | (168) |
Investment tax credit | (11) | (11) |
Deferred income taxes | 939 | 702 |
Changes in assets and liabilities | ||
Accounts receivable, including related parties | 6,538 | 3,741 |
Unbilled gas | 5,792 | 5,518 |
Natural gas inventory | 1,124 | 1,555 |
Accounts payable, including related parties | (5,908) | (4,252) |
Regulatory assets & liabilities | (429) | 72 |
Prepayments and other | (138) | (62) |
Other assets | 348 | 848 |
Other liabilities | (1,479) | 1,074 |
Net cash provided by operating activities | 15,039 | 14,676 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (5,737) | (4,130) |
Proceeds from sale of fixed assets | 112 | 2 |
Customer advances for construction | 98 | 67 |
Contributions in aid of construction | 746 | 708 |
Net cash used in investing activities | (4,781) | (3,353) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from lines of credit | 9,720 | 5,800 |
Repayments of lines of credit | (16,470) | (6,500) |
Repayments of notes payable | 0 | (6,760) |
Proceeds from notes payable, including related parties | 0 | 4,000 |
Repayment of capital lease obligations | (1,740) | (1,470) |
Debt issuance costs paid | 0 | (168) |
Dividends paid | (1,578) | (788) |
Net cash used in financing activities | (10,068) | (5,886) |
DISCONTINUED OPERATIONS | ||
Operating cash flows | (1) | (9) |
Net cash used in discontinued operations | (1) | (9) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 189 | 5,428 |
Cash and cash equivalents, beginning of period | 6,463 | 2,728 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 6,652 | 8,156 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 1,211 | 1,731 |
Cash received (paid) from income tax refunds, net | 6 | (163) |
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Restricted cash released from customer deposit | 0 | 450 |
Assets acquired under build-to-suit agreement | 0 | 516 |
Capital expenditures included in accounts payable | 63 | 427 |
Capitalized interest | $ 0 | $ 139 |
Summary of Business and Basis o
Summary of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
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. We are a natural gas company with operations in four states. In October 2016, we implemented a plan of reorganization and formed a new holding company, PHC, an Ohio corporation that is the parent company of our regulated utility subsidiaries, Cut Bank Gas, EWM, Frontier Natural Gas, Bangor Gas, NEO, Brainard, Orwell, and Spelman. Gas Natural is the parent company of PHC, EWR, GNR, Lone Wolfe, and EWP. 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. EWP 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 69,600 · Marketing and Production. 3.6 53 44 160 · Corporate and Other. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2016, 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 six months ended June 30, 2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. A majority of our revenues are 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, 2016 (“Annual Report”). There have been no material changes in our significant accounting policies during the six months ended June 30, 2017, 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. In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, Intangibles Goodwill and Other, In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, In February 2016, the FASB issued ASU 2016-02, Leases In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes 637 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 2 Discontinued Operations Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 EWW/Pipeline Assets Other income $ - $ 20 $ - $ 20 Interest expense - - (29) Pretax income (loss) from discontinued operations - 20 - (9) Income tax expense (benefit) - 6 - (5) Income (loss) from discontinued operations of EWW/Pipeline Assets $ - $ 14 $ - $ (4) Independence Loss from discontinued operations of Independence (39) - (39) (5) Discontinued operations, net of income tax $ (39) $ 14 $ (39) $ (9) 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. 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, the transaction was completed. In connection with our sale of EWW and the Pipeline Assets, during the fourth quarter of 2015 we committed to repay the portion of notes payable to Allstate/CUNA that was allocated to EWW and EWD on February 12, 2016. During the first quarter of 2016, we adjusted our estimate of the prepayment penalty of $ 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 has continued to purchase natural gas from EWR under an established gas purchase agreement through the second quarter of 2017. Additionally, EWR continued to use EWW’s transmission system under a standing transportation agreement through the second quarter of 2017. Finally, EWR continued to use the Pipeline Assets’ transmission systems under a standing transportation agreement through October 2017. Under these agreements, we recorded revenue in our income from continuing operations of $ 361 671 2,112 1,900 On May 15, 2017, we contributed a parcel of land held by our wholly owned subsidiary, Independence, to an unrelated third party. The grantee executed a hold harmless agreement to release and hold harmless Independence of and from any existing or future liability for environmental or other damages or liabilities. This transfer resulted in a loss of $ 39 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 3 Earnings Per Share Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Income (loss) from continuing operations $ (347) $ (1,671) $ 3,003 $ 1,031 Income (loss) from discontinued operations (39) 14 (39) (9) Net income (loss) $ (386) $ (1,657) $ 2,964 $ 1,022 Denominator: Basic weighted average common shares outstanding 10,519,728 10,508,187 10,519,728 10,505,865 Dilutive effect of restricted stock awards - - - 1,232 Diluted weighted average common shares outstanding 10,519,728 10,508,187 10,519,728 10,507,097 Basic & diluted earnings (loss) per share of common stock: Continuing operations $ (0.03) $ (0.16) $ 0.28 $ 0.10 Discontinued operations - - - - Net income (loss) $ (0.03) $ (0.16) $ 0.28 $ 0.10 We compute basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. There were 1,199 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
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. June 30, 2017 Level 1 Level 2 Level 3 Total LIABILITIES: Commodity swap contracts $ - $ 70 $ - $ 70 December 31, 2016 Level 1 Level 2 Level 3 Total ASSETS: Commodity swap contracts $ - $ 139 $ - $ 139 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 In the prior comparative year we had a Level 3 contingent consideration liability which arose as a result of a purchase agreement, pursuant to which we acquired the assets of our GNR subsidiary from JDOG Marketing 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 M. Osborne, our former chairman and chief executive officer, believed that JDOG Marketing was entitled to the earn-out. Richard M. 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 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
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 08/01/17 - 10/31/17 200 MMBtu/Day $ 1.775 AECO Canada - CGPR 7A Natural Gas Swap 08/01/17 - 03/31/18 150 MMBtu/Day $ 2.162 AECO Canada - CGPR 7A Natural Gas Swap 11/01/17 - 03/31/18 250 MMBtu/Day $ 2.078 AECO Canada - CGPR 7A Natural Gas Swap 11/01/17 - 03/31/18 500 MMBtu/Day $ 2.435 AECO Canada - CGPR 7A Natural Gas Swap 12/01/17 - 05/31/18 500 MMBtu/Day $ 2.536 AECO Canada - CGPR 7A Natural Gas Swap 11/01/18 - 03/31/19 500 MMBtu/Day $ 2.175 We included in cost of sales in the accompanying Condensed Consolidated Statements of Operations, $ 4 26 (74) (79) 70 (168) (70) 139 |
Regulatory Assets and Liabiliti
Regulatory Assets and Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Regulatory Assets and Liabilities Disclosure [Abstract] | |
Regulatory Assets and Liabilities | Note 6 - Regulatory Assets and Liabilities June 30, 2017 December 31, 2016 Current Long-term Current Long-term REGULATORY ASSETS Recoverable cost of gas purchases $ 3,082 $ - $ 2,638 $ - Deferred costs 490 488 490 735 Income taxes - 297 - 297 Rate case costs - - 3 - Total regulatory assets $ 3,572 $ 785 $ 3,131 $ 1,032 REGULATORY LIABILITIES Over-recovered gas purchase 10 - - - Income taxes - 83 - 83 Asset retirement costs - 1,417 - 1,334 Total regulatory liabilities $ 10 $ 1,500 $ - $ 1,417 |
Credit Facilities and Long-Term
Credit Facilities and Long-Term Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Long-Term Debt | Note 7 Credit Facilities and Long-Term Debt 2017 2016 Borrowings outstanding LIBOR plus 1.75 to 2.25%, Bank of America line of credit, due October 19, 2021 6,700 13,450 4.23% TIAA Senior Notes, due October 19, 2028 50,000 50,000 Total borrowings outstanding 56,700 63,450 Less: unamortized debt issuance costs (582) (608) Borrowings outstanding, less unamortized debt issuance costs $ 56,118 $ 62,842 The weighted average interest rate on our outstanding short term borrowings during the three months ended June 30, 2017 and 2016, was 3.45 3.12 3.18 2.88 3.37 2.90 Bank of America On October 19, 2016, we entered into a credit agreement and revolving note with Bank of America, N.A. The credit agreement initially provided for a $ 42,000 32,000 15,000 TIAA Senior Notes 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, PHC, EWR, GNR, Independence, Lone Wolfe, and EWP. |
Stock Compensation
Stock Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation | Note 8 Stock Compensation Dividends On March 29, 2017, we paid a dividend of $0.075 to shareholders of record as of March 15, 2017. There were 10,519,728 shares outstanding on March 15, 2017, which resulted in a dividend paid of $789. On June 30, 2017, we paid a dividend of $ 0.075 10,519,728 789 2012 Incentive and Equity Award Plan During the three months ended June 30, 2016, we recognized $ 31 4,314 60 8,060 During the three and six months ended June 30, 2017 and 2016, we recognized $ 5 10 |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 9 Employee Benefit Plans We have a defined contribution plan (the “ ” 3 10 97 145 197 277 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 74 82 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 Related Party Transactions Transactions with Richard M. Osborne Historically we have engaged in various related party transactions with entities owned or controlled by our former chairman and chief executive officer, Richard M. Osborne. After Richard M. Osborne’s removal as chief executive officer on May 1, 2014, the board has taken a measured approach to reduce or terminate, as appropriate, related party transactions with Richard M. Osborne while ensuring that we continue to serve our customers affected by such transactions. These efforts have been 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 M. Osborne of $ 253 300 920 1,204 2 1 2 4 6 As of June 30, 2017 and December 31, 2016, we had accounts receivable of $ 10 14 8 We accrued a liability of $ 46 253 Note 13 Commitments and Contingencies In addition, we had related party natural gas imbalances of $ 22 46 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 owns nearly 10 On April 15, 2016, we entered into a loan agreement and promissory note for $ 4,000 7.5 November 15, 2016 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 11 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, Wyoming 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. 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 six months ended June 30, 2017 and 2016. Three Months Ended June 30, 2017 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUES $ 15,000 $ 1,966 $ - $ 16,966 Intersegment elimination (5) (203) - (208) Total operating revenue 14,995 1,763 - 16,758 COST OF SALES 6,933 1,818 - 8,751 Intersegment elimination (5) (203) - (208) Total cost of sales 6,928 1,615 - 8,543 GROSS MARGIN $ 8,067 $ 148 $ - $ 8,215 OPERATING EXPENSES 8,804 174 83 9,061 OPERATING INCOME (LOSS) $ (737) $ (26) $ (83) $ (846) DISCONTINUED OPERATIONS $ - $ - $ (39) $ (39) NET INCOME (LOSS) $ (334) $ (51) $ (1) $ (386) Three Months Ended June 30, 2016 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUES $ 14,609 $ 2,653 $ - $ 17,262 Intersegment elimination (3) (226) - (229) Total operating revenue 14,606 2,427 - 17,033 COST OF SALES 6,572 2,257 - 8,829 Intersegment elimination (3) (226) - (229) Total cost of sales 6,569 2,031 - 8,600 GROSS MARGIN $ 8,037 $ 396 $ - $ 8,433 OPERATING EXPENSES 8,773 (498) 2,139 10,414 OPERATING INCOME (LOSS) $ (736) $ 894 $ (2,139) $ (1,981) DISCONTINUED OPERATIONS $ - $ - $ 14 $ 14 NET INCOME (LOSS) $ (773) $ 546 $ (1,430) $ (1,657) Six Months Ended June 30, 2017 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUES $ 50,929 $ 6,305 $ - $ 57,234 Intersegment elimination (15) (602) - (617) Total operating revenue 50,914 5,703 - 56,617 COST OF SALES 27,545 5,910 - 33,455 Intersegment elimination (15) (602) - (617) Total cost of sales 27,530 5,308 - 32,838 GROSS MARGIN $ 23,384 $ 395 $ - $ 23,779 OPERATING EXPENSES 18,024 371 303 18,698 OPERATING INCOME (LOSS) $ 5,360 $ 24 $ (303) $ 5,081 DISCONTINUED OPERATIONS $ - $ - $ (39) $ (39) NET INCOME (LOSS) $ 3,184 $ (40) $ (180) $ 2,964 Six Months Ended June 30, 2016 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUES $ 49,685 $ 6,258 $ - $ 55,943 Intersegment elimination (15) (588) - (603) Total operating revenue 49,670 5,670 - 55,340 COST OF SALES 27,206 5,559 - 32,765 Intersegment elimination (15) (588) - (603) Total cost of sales 27,191 4,971 - 32,162 GROSS MARGIN $ 22,479 $ 699 $ - $ 23,178 OPERATING EXPENSES 17,698 (278) 2,242 19,662 OPERATING INCOME (LOSS) $ 4,781 $ 977 $ (2,242) $ 3,516 DISCONTINUED OPERATIONS $ - $ - $ (9) $ (9) NET INCOME (LOSS) $ 1,999 $ 575 $ (1,552) $ 1,022 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 Commitments and Contingencies Legal Proceedings From time to time, we are involved in lawsuits that have arisen in the ordinary course of business. We are contesting each of these lawsuits vigorously and believe we have defenses to the allegations that have been made. In our opinion, the outcome to these legal actions will not have a material adverse effect on our financial condition, cash flows or results of operations. Derivative 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 consolidated action contains claims against various of our current or former directors or officers alleging, among other things, violations of federal securities laws, breaches of fiduciary duty, waste of corporate assets and unjust enrichment arising primarily out of our acquisition of the Ohio utilities, services provided by JDOG Marketing and the acquisition of JDOG Marketing, and the sale of our common stock by Richard M. Osborne, our former chairman and chief executive officer, and Thomas J. Smith, our former chief financial officer. The suit, in which we are named as a nominal defendant, seeks the recovery of unspecified damages allegedly sustained by us, corporate reforms, disgorgement, restitution, the recovery of plaintiffs’ attorney’s fees and other relief. On January 13, 2017, (i) plaintiffs John Durgerian and Joseph Ferrigno, individually and derivatively on behalf of the Company; (ii) certain of our current and former officers and directors; and (iii) we entered into a Stipulation of Settlement (the “Stipulation”). On January 31, 2017, the Court issued an order in the consolidated action preliminarily approving a proposed settlement (the “Settlement”), for which we have accrued a liability of $ 550 On April 17, 2017, following a hearing on April 12, 2017, the United States District Court for the Northern District of Ohio issued an order (the “Final Order”) granting final approval of the Settlement as set forth in the Stipulation. The Final Order approved the award of attorneys’ fees and unreimbursed expenses to lead counsel for plaintiffs’ in the amount of $ 3,200 2,650 The Settlement, as finally approved, caused the dismissal with prejudice of the derivative litigation. The Settlement became effective 30 days from April 17, 2017, the date the Final Order was entered by the Court. Merger Litigation On November 3, 2016, a putative derivative and class action lawsuit was filed in the Cuyahoga County Court of Common Pleas, Case Number CV16871400, captioned Alison D. “Sunny” Masters vs. Michael B. Bender et. al. The complaint (as amended) alleges, among other things, that (i) our board breached its fiduciary duties and acted in bad faith by failing to undertake an adequate sales process during the time leading up to the execution of the Merger Agreement, (ii) our officers violated their fiduciary duty of loyalty, (iii) the Merger Agreement contains preclusive deal protection devices, (iv) our board failed to act with due care, loyalty, good faith, and independence owed to our shareholders, (v) that our executive officers, board members, InterTech, NIL Funding, and First Reserve conspired and aided and abetted such breaches of fiduciary duties, and (vi) that our board breached their fiduciary duties and violated related federal securities laws by omitting and misrepresenting material information in our preliminary proxy statement filed on November 9, 2016. The complaint further alleges various claims against the Zucker Trust and First Reserve including, as applicable, claims for breach of fiduciary duties, violations of Section 13(d) of the Exchange Act and Exchange Act Rule 13d-2(a). On November 28, 2016, all defendants removed the Masters Case to the United States District Court for the Northern District of Ohio, Case Number 1:16-CV-02880. We agreed to provide expedited discovery to the plaintiff. On December 23, 2016, we entered into a Memorandum of Understanding with the plaintiff providing for the settlement of the Masters case. In the Memorandum of Understanding, we agreed to make certain supplemental disclosures to the Definitive Proxy Statement filed on November 23, 2016, solely for the purpose of minimizing the time, burden, and expense of litigation. The Memorandum of Understanding provides that, in exchange for making these disclosures, defendants will receive, after notice to potential class members and upon court approval, a customary release of claims relating to the Merger. On December 23, 2016, we filed with the SEC a Form 8-K making supplemental disclosures to our definitive proxy statement. On March 7, 2017, the parties executed a Stipulation of Settlement, as contemplated by the Memorandum of Understanding. On March 13, 2017, the Court entered an order preliminarily approving the settlement and setting a fairness hearing on July 5, 2017. On July 5, 2017, the Court entered an order and judgment granting approval of the Stipulation of Settlement and dismissing the case with prejudice. Litigation with Richard M. Osborne On March 31, 2015, Orwell filed a complaint, captioned Orwell Natural Gas Company v. Orwell-Trumbull Pipeline Company LLC On October 20, 2016, Orwell-Trumbull Pipeline Co., LLC filed a complaint in the Court of Common Pleas in Lake County, Ohio, captioned Orwell-Trumbull Pipeline Co., LLC v. Orwell Natural Gas Company On December 20, 2016, Orwell filed a complaint with the PUCO against Orwell-Trumbull, captioned Orwell Natural Gas Company v. Orwell-Trumbull Pipeline Co., LLC On July 14, 2016, we entered into a settlement agreement with Richard M. 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 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 our 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 are described in Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 16, 2017. 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 the board 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. On March 14, 2017, Richard M. Osborne filed a complaint in the Court of Common Pleas in Cuyahoga County, Ohio, captioned “Richard M. Osborne and Richard M. Osborne Trust, Under Restated and Amended Trust Agreement of February 24, 2012 v. Gas Natural, Inc.,” Case No. CV-17-877354. Mr. Osborne’s complaint alleges that we have breached the terms of the Settlement and seeks damages in excess of $ 4,000 Harrington 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. 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, 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. On August 17, 2016, the District Court again ruled in our favor and dismissed the case in its entirety. On September 1, 2016, Mr. Harrington again appealed to the Montana Supreme Court. The matter was required to proceed through a mandatory mediation process before briefs on the merits of the appeal would be heard by the Montana Supreme Court. The mediation process was not successful and no resolution of the claims was reached. On June 13, 2017, the Montana Supreme Court issued an order, denying Harrington’s motion to amend his complaint and granting Energy West’s motion to dismiss the case. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 Subsequent Events Merger On October 8, 2016, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FR Bison Holdings, Inc., a Delaware corporation (“Parent”), and FR Bison Merger Sub, Inc., an Ohio corporation (“Merger Sub”), pursuant to which Merger Sub would merge into Gas Natural (the “Merger”), on the terms and subject to the conditions set forth in the Merger Agreement. After our receipt of all requisite approvals, the Merger was consummated on August 4, 2017 (the “Effective Time”), and each share of our common stock issued and outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive $ 13.10 Dividend On August 2, 2017 0.028 August 3, 2017 0.0008152 10,519,728 295 |
Summary of Business and Basis19
Summary of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
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. We are a natural gas company with operations in four states. In October 2016, we implemented a plan of reorganization and formed a new holding company, PHC, an Ohio corporation that is the parent company of our regulated utility subsidiaries, Cut Bank Gas, EWM, Frontier Natural Gas, Bangor Gas, NEO, Brainard, Orwell, and Spelman. Gas Natural is the parent company of PHC, EWR, GNR, Lone Wolfe, and EWP. 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. EWP 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 69,600 · Marketing and Production. 3.6 53 44 160 · Corporate and Other. |
Basis of Presentation | Basis of Presentation The accompanying Condensed Consolidated Balance Sheet as of December 31, 2016, 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 six months ended June 30, 2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. A majority of our revenues are 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, 2016 (“Annual Report”). There have been no material changes in our significant accounting policies during the six months ended June 30, 2017, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, Intangibles Goodwill and Other, In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, In February 2016, the FASB issued ASU 2016-02, Leases In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes 637 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 EWW/Pipeline Assets Other income $ - $ 20 $ - $ 20 Interest expense - - (29) Pretax income (loss) from discontinued operations - 20 - (9) Income tax expense (benefit) - 6 - (5) Income (loss) from discontinued operations of EWW/Pipeline Assets $ - $ 14 $ - $ (4) Independence Loss from discontinued operations of Independence (39) - (39) (5) Discontinued operations, net of income tax $ (39) $ 14 $ (39) $ (9) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator: Income (loss) from continuing operations $ (347) $ (1,671) $ 3,003 $ 1,031 Income (loss) from discontinued operations (39) 14 (39) (9) Net income (loss) $ (386) $ (1,657) $ 2,964 $ 1,022 Denominator: Basic weighted average common shares outstanding 10,519,728 10,508,187 10,519,728 10,505,865 Dilutive effect of restricted stock awards - - - 1,232 Diluted weighted average common shares outstanding 10,519,728 10,508,187 10,519,728 10,507,097 Basic & diluted earnings (loss) per share of common stock: Continuing operations $ (0.03) $ (0.16) $ 0.28 $ 0.10 Discontinued operations - - - - Net income (loss) $ (0.03) $ (0.16) $ 0.28 $ 0.10 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and December 31, 2016. June 30, 2017 Level 1 Level 2 Level 3 Total LIABILITIES: Commodity swap contracts $ - $ 70 $ - $ 70 December 31, 2016 Level 1 Level 2 Level 3 Total ASSETS: Commodity swap contracts $ - $ 139 $ - $ 139 |
Derivative Financial Instrume23
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table summarizes our commodity swap contracts outstanding as of June 30, 2017. 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 08/01/17 - 10/31/17 200 MMBtu/Day $ 1.775 AECO Canada - CGPR 7A Natural Gas Swap 08/01/17 - 03/31/18 150 MMBtu/Day $ 2.162 AECO Canada - CGPR 7A Natural Gas Swap 11/01/17 - 03/31/18 250 MMBtu/Day $ 2.078 AECO Canada - CGPR 7A Natural Gas Swap 11/01/17 - 03/31/18 500 MMBtu/Day $ 2.435 AECO Canada - CGPR 7A Natural Gas Swap 12/01/17 - 05/31/18 500 MMBtu/Day $ 2.536 AECO Canada - CGPR 7A Natural Gas Swap 11/01/18 - 03/31/19 500 MMBtu/Day $ 2.175 |
Regulatory Assets and Liabili24
Regulatory Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Regulatory Assets and Liabilities Disclosure [Abstract] | |
Regulatory Assets And Liabilities | The following table summarizes the components of our regulatory asset and liability balances at June 30, 2017 and December 31, 2016. June 30, 2017 December 31, 2016 Current Long-term Current Long-term REGULATORY ASSETS Recoverable cost of gas purchases $ 3,082 $ - $ 2,638 $ - Deferred costs 490 488 490 735 Income taxes - 297 - 297 Rate case costs - - 3 - Total regulatory assets $ 3,572 $ 785 $ 3,131 $ 1,032 REGULATORY LIABILITIES Over-recovered gas purchase 10 - - - Income taxes - 83 - 83 Asset retirement costs - 1,417 - 1,334 Total regulatory liabilities $ 10 $ 1,500 $ - $ 1,417 |
Credit Facilities and Long-Te25
Credit Facilities and Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Long-Term Debt Balances | The following table presents our outstanding borrowings at June 30, 2017 and December 31, 2016. 2017 2016 Borrowings outstanding LIBOR plus 1.75 to 2.25%, Bank of America line of credit, due October 19, 2021 6,700 13,450 4.23% TIAA Senior Notes, due October 19, 2028 50,000 50,000 Total borrowings outstanding 56,700 63,450 Less: unamortized debt issuance costs (582) (608) Borrowings outstanding, less unamortized debt issuance costs $ 56,118 $ 62,842 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 six months ended June 30, 2017 and 2016. Three Months Ended June 30, 2017 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUES $ 15,000 $ 1,966 $ - $ 16,966 Intersegment elimination (5) (203) - (208) Total operating revenue 14,995 1,763 - 16,758 COST OF SALES 6,933 1,818 - 8,751 Intersegment elimination (5) (203) - (208) Total cost of sales 6,928 1,615 - 8,543 GROSS MARGIN $ 8,067 $ 148 $ - $ 8,215 OPERATING EXPENSES 8,804 174 83 9,061 OPERATING INCOME (LOSS) $ (737) $ (26) $ (83) $ (846) DISCONTINUED OPERATIONS $ - $ - $ (39) $ (39) NET INCOME (LOSS) $ (334) $ (51) $ (1) $ (386) Three Months Ended June 30, 2016 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUES $ 14,609 $ 2,653 $ - $ 17,262 Intersegment elimination (3) (226) - (229) Total operating revenue 14,606 2,427 - 17,033 COST OF SALES 6,572 2,257 - 8,829 Intersegment elimination (3) (226) - (229) Total cost of sales 6,569 2,031 - 8,600 GROSS MARGIN $ 8,037 $ 396 $ - $ 8,433 OPERATING EXPENSES 8,773 (498) 2,139 10,414 OPERATING INCOME (LOSS) $ (736) $ 894 $ (2,139) $ (1,981) DISCONTINUED OPERATIONS $ - $ - $ 14 $ 14 NET INCOME (LOSS) $ (773) $ 546 $ (1,430) $ (1,657) Six Months Ended June 30, 2017 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUES $ 50,929 $ 6,305 $ - $ 57,234 Intersegment elimination (15) (602) - (617) Total operating revenue 50,914 5,703 - 56,617 COST OF SALES 27,545 5,910 - 33,455 Intersegment elimination (15) (602) - (617) Total cost of sales 27,530 5,308 - 32,838 GROSS MARGIN $ 23,384 $ 395 $ - $ 23,779 OPERATING EXPENSES 18,024 371 303 18,698 OPERATING INCOME (LOSS) $ 5,360 $ 24 $ (303) $ 5,081 DISCONTINUED OPERATIONS $ - $ - $ (39) $ (39) NET INCOME (LOSS) $ 3,184 $ (40) $ (180) $ 2,964 Six Months Ended June 30, 2016 Natural Gas Marketing & Corporate & Operations Production Other Consolidated OPERATING REVENUES $ 49,685 $ 6,258 $ - $ 55,943 Intersegment elimination (15) (588) - (603) Total operating revenue 49,670 5,670 - 55,340 COST OF SALES 27,206 5,559 - 32,765 Intersegment elimination (15) (588) - (603) Total cost of sales 27,191 4,971 - 32,162 GROSS MARGIN $ 22,479 $ 699 $ - $ 23,178 OPERATING EXPENSES 17,698 (278) 2,242 19,662 OPERATING INCOME (LOSS) $ 4,781 $ 977 $ (2,242) $ 3,516 DISCONTINUED OPERATIONS $ - $ - $ (9) $ (9) NET INCOME (LOSS) $ 1,999 $ 575 $ (1,552) $ 1,022 |
Summary of Business and Basis27
Summary of Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017USD ($)bbl | Dec. 31, 2016USD ($) | |
Summary of Business and Accounting Policies [Line Items] | ||
Number Of Customers Served | 69,600 | |
Deferred Tax Liabilities, Net, Noncurrent | $ | $ 12,859 | $ 11,917 |
Accounting Standards Update 2015-17 [Member] | ||
Summary of Business and Accounting Policies [Line Items] | ||
Deferred Tax Liabilities, Net, Noncurrent | $ | $ 637 | |
Natural Gas Operations [Member] | ||
Summary of Business and Accounting Policies [Line Items] | ||
Annual distribution of natural gas | bbl | 21 | |
Marketing & Production Operations [Member] | ||
Summary of Business and Accounting Policies [Line Items] | ||
Annual Amount Of Natural Gas Marketed | bbl | 3.6 | |
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 | 53.00% | |
Average Net Revenue Interest, Percentage | 44.00% |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Schedule Of Discontinued Operations [Line Items] | |||||
Discontinued Operation, Provision for Loss (Gain) on Disposal, Net of Tax | $ 39 | $ 39 | |||
Energy West Wyoming, Inc [Member] | |||||
Schedule Of Discontinued Operations [Line Items] | |||||
Estimated Prepayment Penalty Recognized In Discontinued Operations Net Of Tax | $ 29 | ||||
Black Hills [Member] | Continuing Operations [Member] | |||||
Schedule Of Discontinued Operations [Line Items] | |||||
Proceeds From Gas and Transportation | $ 361 | $ 671 | $ 2,112 | $ 1,900 |
Discontinued Operations - Conso
Discontinued Operations - Consolidated Statement of Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Discontinued operations, net of income tax | $ (39) | $ 14 | $ (39) | $ (9) |
EWW/Pipeline Assets [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Other income | 0 | 20 | 0 | 20 |
Interest expense | 0 | 0 | (29) | |
Pretax income (loss) from discontinued operations | 0 | 20 | 0 | (9) |
Income tax expense (benefit) | 6 | (5) | ||
Discontinued operations, net of income tax | 0 | 14 | 0 | (4) |
Independence [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Discontinued operations, net of income tax | $ (39) | $ 0 | $ (39) | $ (5) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) | 3 Months Ended |
Jun. 30, 2016shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,199 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator: | ||||
Income (loss) from continuing operations | $ (347) | $ (1,671) | $ 3,003 | $ 1,031 |
Income (loss) from discontinued operations | (39) | 14 | (39) | (9) |
Net income (loss) | $ (386) | $ (1,657) | $ 2,964 | $ 1,022 |
Denominator: | ||||
Basic weighted average common shares outstanding | 10,519,728 | 10,508,187 | 10,519,728 | 10,505,865 |
Dilutive effect of restricted stock awards | 0 | 0 | 0 | 1,232 |
Diluted weighted average common shares outstanding | 10,519,728 | 10,508,187 | 10,519,728 | 10,507,097 |
Basic & diluted earnings (loss) per share of common stock: | ||||
Continuing operations | $ (0.03) | $ (0.16) | $ 0.28 | $ 0.10 |
Discontinued operations | 0 | 0 | 0 | 0 |
Net income (loss) | $ (0.03) | $ (0.16) | $ 0.28 | $ 0.10 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
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 | $ 0 | $ 672 |
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 | Jun. 30, 2017 | Dec. 31, 2016 |
ASSETS: | ||
Commodity swap contracts | $ 139 | |
LIABILITIES: | ||
Commodity swap contracts | $ 70 | |
Level 1 [Member] | ||
ASSETS: | ||
Commodity swap contracts | 0 | |
LIABILITIES: | ||
Commodity swap contracts | 0 | |
Level 2 [Member] | ||
ASSETS: | ||
Commodity swap contracts | 139 | |
LIABILITIES: | ||
Commodity swap contracts | 70 | |
Level 3 [Member] | ||
ASSETS: | ||
Commodity swap contracts | $ 0 | |
LIABILITIES: | ||
Commodity swap contracts | $ 0 |
Derivative Financial Instrume34
Derivative Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Non-regulated Operation [Member] | |||||
Derivative [Line Items] | |||||
Derivative Instruments Not Designated as hedging instruments, Gain (Loss), Net | $ 74 | $ (79) | $ 70 | $ (168) | |
Swap [Member] | |||||
Derivative [Line Items] | |||||
Derivative Instruments Not Designated as hedging instruments, Gain (Loss), Net | 4 | 26 | |||
Derivative Assets (Liabilities), at Fair Value, Net | $ (70) | $ (70) | $ 139 |
Derivative Financial Instrume35
Derivative Financial Instruments - Summary of Our Commodity Swap Contracts Outstanding (Detail) - Swap [Member] | 6 Months Ended |
Jun. 30, 2017MMBTU$ / MillionsofBTU-MMBTU | |
Product [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 [Member] | Contract Start Date [Member] | |
Derivative [Line Items] | |
Derivative, Inception Date | Aug. 1, 2017 |
Product [Member] | Contract End Date [Member] | |
Derivative [Line Items] | |
Derivative, Maturity Date | Oct. 31, 2017 |
Product One [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 One [Member] | Contract Start Date [Member] | |
Derivative [Line Items] | |
Derivative, Inception Date | Aug. 1, 2017 |
Product One [Member] | Contract End Date [Member] | |
Derivative [Line Items] | |
Derivative, Maturity Date | Mar. 31, 2018 |
Product Two [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 Two [Member] | Contract Start Date [Member] | |
Derivative [Line Items] | |
Derivative, Inception Date | Nov. 1, 2017 |
Product Two [Member] | Contract End Date [Member] | |
Derivative [Line Items] | |
Derivative, Maturity Date | Mar. 31, 2018 |
Product Three [Member] | |
Derivative [Line Items] | |
Derivative, Type of Instrument | Swap |
Derivative, Swap Type, Fixed Price | $ / MillionsofBTU-MMBTU | 2.435 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 500 |
Product Three [Member] | Contract Start Date [Member] | |
Derivative [Line Items] | |
Derivative, Inception Date | Nov. 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 | 2.536 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 500 |
Product Four [Member] | Contract Start Date [Member] | |
Derivative [Line Items] | |
Derivative, Inception Date | Dec. 1, 2017 |
Product Four [Member] | Contract End Date [Member] | |
Derivative [Line Items] | |
Derivative, Maturity Date | May 31, 2018 |
Product Five [Member] | |
Derivative [Line Items] | |
Derivative, Type of Instrument | Swap |
Derivative, Swap Type, Fixed Price | $ / MillionsofBTU-MMBTU | 2.175 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 500 |
Product Five [Member] | Contract Start Date [Member] | |
Derivative [Line Items] | |
Derivative, Inception Date | Nov. 1, 2018 |
Product Five [Member] | Contract End Date [Member] | |
Derivative [Line Items] | |
Derivative, Maturity Date | Mar. 31, 2019 |
Regulatory Assets and Liabili36
Regulatory Assets and Liabilities - Schedule Of Regulatory Assets And Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
REGULATORY ASSETS | ||
Regulatory Assets, Current | $ 3,572 | $ 3,131 |
Regulatory Assets, Long-term | 785 | 1,032 |
REGULATORY LIABILITIES | ||
Regulatory Liability, Current | 10 | 0 |
Regulatory Liability, Long-term | 1,500 | 1,417 |
Recoverable cost of gas purchases [Member] | ||
REGULATORY ASSETS | ||
Regulatory Assets, Current | 3,082 | 2,638 |
Regulatory Assets, Long-term | 0 | 0 |
Deferred costs [Member] | ||
REGULATORY ASSETS | ||
Regulatory Assets, Current | 490 | 490 |
Regulatory Assets, Long-term | 488 | 735 |
Over-recovered gas purchases [Member] | ||
REGULATORY LIABILITIES | ||
Regulatory Liability, Current | 10 | 0 |
Regulatory Liability, Long-term | 0 | 0 |
Income taxes [Member] | ||
REGULATORY ASSETS | ||
Regulatory Assets, Current | 0 | 0 |
Regulatory Assets, Long-term | 297 | 297 |
REGULATORY LIABILITIES | ||
Regulatory Liability, Current | 0 | 0 |
Regulatory Liability, Long-term | 83 | 83 |
Rate case costs [Member] | ||
REGULATORY ASSETS | ||
Regulatory Assets, Current | 0 | 3 |
Regulatory Assets, Long-term | 0 | 0 |
Asset retirement costs [Member] | ||
REGULATORY LIABILITIES | ||
Regulatory Liability, Current | 0 | 0 |
Regulatory Liability, Long-term | $ 1,417 | $ 1,334 |
Credit Facilities and Long-Te37
Credit Facilities and Long-Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Oct. 19, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Short-term Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate on term loan | 3.45% | 3.12% | 3.18% | 2.88% | ||
Short-term Debt, Weighted Average Interest Rate | 3.37% | 3.37% | 2.90% | |||
Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.23% | |||||
Debt Instrument, Maturity Date | Oct. 19, 2028 | |||||
Debt Instrument, Face Amount | $ 50,000 | |||||
Letter of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000 | |||||
Revolving Credit Facility [Member] | Bank of America [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 25,104 | $ 25,104 | ||||
Debt Instrument, Interest Rate Terms | LIBOR plus 175 to 225 | |||||
Letters of Credit Outstanding, Amount | 195 | $ 195 | ||||
Debt Instrument Other Interest Rate Terms | a base rate, which is defined as 75 to 125 basis points plus a daily rate based on the highest of the prime rate, the Federal Funds Rate plus 50 basis points or the daily LIBOR rate plus 100 basis points | |||||
Revolving Credit Facility [Member] | Bank of America [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding borrowings | 500 | 500 | $ 1,050 | |||
Unsecured Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 42,000 | $ 32,000 | $ 32,000 |
Credit Facilities and Long-Te38
Credit Facilities and Long-Term Debt - Debt Covenants - Additional Information (Detail) | 1 Months Ended |
Oct. 19, 2016 | |
TIAA Senior Notes [Member] | |
Summary of outstanding long-term debt balances | |
Maximum debt to capital ratio | not more than 0.50 to 1.00 |
Interest coverage ratio | not less than 2.00 to 1.00 |
Debt Instrument, Term | 12 years |
Bank of America [Member] | |
Summary of outstanding long-term debt balances | |
Maximum debt to capital ratio | not more than 0.50 to 1.00 |
Interest coverage ratio | not less than 2.00 to 1.00 |
Credit Facilities and Long-Te39
Credit Facilities and Long-Term Debt - Summary of Outstanding Long-Term Debt Balances (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total borrowings outstanding | $ 56,700 | $ 63,450 |
Less: unamortized debt issuance costs | (582) | (608) |
Borrowings outstanding, less unamortized debt issuance costs | 56,118 | 62,842 |
LIBOR plus 1.75 to 2.25%, Bank of America line of credit, due October 19, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Total borrowings outstanding | 6,700 | 13,450 |
4.23% TIAA Senior Notes, due October 19, 2028 [Member] | ||
Debt Instrument [Line Items] | ||
Total borrowings outstanding | $ 50,000 | $ 50,000 |
Credit Facilities and Long-Te40
Credit Facilities and Long-Term Debt - Summary of Outstanding Long-Term Debt Balances (Parenthetical) (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
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] | ||
Debt Instrument, Basis Spread on Variable 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] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | 1.75% |
4.23% TIAA Senior Notes, due October 19, 2028 [Member] | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Notes payable, maturity date | Oct. 19, 2028 | Oct. 19, 2028 |
Interest Rate | 4.23% | 4.23% |
Stock Compensation - Additional
Stock Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2017 | Mar. 29, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 16, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.075 | $ 0.075 | ||||||
Common Stock, Shares, Outstanding | 10,519,728 | 10,519,728 | 10,519,728 | 10,519,728 | 10,519,728 | 10,519,728 | ||
Payments of Ordinary Dividends | $ 789 | $ 789 | ||||||
2012 Incentive and Equity Award Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted during period | 4,314 | 8,060 | ||||||
Number of shares granted fair value | $ 31 | $ 60 | ||||||
2012 Incentive and Equity Award Plan [Member] | Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Employee Benefits and Share-based Compensation, Total | $ 5 | $ 10 | $ 5 | $ 10 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Annual contribution of employees salaries | 3.00% | ||||
Expense related to plan | $ 97 | $ 145 | $ 197 | $ 277 | |
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 | $ 74 | $ 74 | $ 82 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 15, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||||
Cost of Natural Gas Purchases | $ 6,928 | $ 6,569 | $ 27,530 | $ 27,191 | ||
NIL Funding [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.00% | 10.00% | ||||
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] | ||||||
Due to Related Parties, Current | $ 46 | $ 46 | $ 253 | |||
Operating Leases, Rent Expense | 2 | |||||
Related Party Natural Gas Imbalances | 22 | 22 | 46 | |||
Oil and Gas Sales Revenue | 1 | 2 | 4 | 6 | ||
Accounts Receivable, Related Parties, Current | 10 | 10 | 14 | |||
Accounts Payable, Related Parties, Current | $ 8 | |||||
Cost of Natural Gas Purchases | $ 253 | 300 | $ 920 | $ 1,204 | ||
Litigation Settlement, Expense | $ 2,908 |
Segment Reporting - Summary of
Segment Reporting - Summary of Financial Information for Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Total operating revenue | $ 16,758 | $ 17,033 | $ 56,617 | $ 55,340 |
Total cost of sales | 8,543 | 8,600 | 32,838 | 32,162 |
GROSS MARGIN | 8,215 | 8,433 | 23,779 | 23,178 |
OPERATING EXPENSES | 9,061 | 10,414 | 18,698 | 19,662 |
OPERATING INCOME (LOSS) | (846) | (1,981) | 5,081 | 3,516 |
DISCONTINUED OPERATIONS | (39) | 14 | (39) | (9) |
NET INCOME (LOSS) | (386) | (1,657) | 2,964 | 1,022 |
Consolidated Entities [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 16,758 | 17,033 | 56,617 | 55,340 |
Total cost of sales | 8,543 | 8,600 | 32,838 | 32,162 |
GROSS MARGIN | 8,215 | 8,433 | 23,779 | 23,178 |
OPERATING EXPENSES | 9,061 | 10,414 | 18,698 | 19,662 |
OPERATING INCOME (LOSS) | (846) | (1,981) | 5,081 | 3,516 |
DISCONTINUED OPERATIONS | (39) | 14 | (39) | (9) |
NET INCOME (LOSS) | (386) | (1,657) | 2,964 | 1,022 |
Operating Segments [Member] | Consolidated Entities [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 16,966 | 17,262 | 57,234 | 55,943 |
Total cost of sales | 8,751 | 8,829 | 33,455 | 32,765 |
Intersegment Eliminations [Member] | Consolidated Entities [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | (208) | (229) | (617) | (603) |
Total cost of sales | (208) | (229) | (617) | (603) |
Natural Gas [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 14,995 | 14,606 | 50,914 | 49,670 |
Total cost of sales | 6,928 | 6,569 | 27,530 | 27,191 |
GROSS MARGIN | 8,067 | 8,037 | 23,384 | 22,479 |
OPERATING EXPENSES | 8,804 | 8,773 | 18,024 | 17,698 |
OPERATING INCOME (LOSS) | (737) | (736) | 5,360 | 4,781 |
DISCONTINUED OPERATIONS | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | (334) | (773) | 3,184 | 1,999 |
Natural Gas [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 15,000 | 14,609 | 50,929 | 49,685 |
Total cost of sales | 6,933 | 6,572 | 27,545 | 27,206 |
Natural Gas [Member] | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | (5) | (3) | (15) | (15) |
Total cost of sales | (5) | (3) | (15) | (15) |
Marketing & Production Operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 1,763 | 2,427 | 5,703 | 5,670 |
Total cost of sales | 1,615 | 2,031 | 5,308 | 4,971 |
GROSS MARGIN | 148 | 396 | 395 | 699 |
OPERATING EXPENSES | 174 | (498) | 371 | (278) |
OPERATING INCOME (LOSS) | (26) | 894 | 24 | 977 |
DISCONTINUED OPERATIONS | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | (51) | 546 | (40) | 575 |
Marketing & Production Operations [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 1,966 | 2,653 | 6,305 | 6,258 |
Total cost of sales | 1,818 | 2,257 | 5,910 | 5,559 |
Marketing & Production Operations [Member] | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | (203) | (226) | (602) | (588) |
Total cost of sales | (203) | (226) | (602) | (588) |
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 | 83 | 2,139 | 303 | 2,242 |
OPERATING INCOME (LOSS) | (83) | (2,139) | (303) | (2,242) |
DISCONTINUED OPERATIONS | (39) | 14 | (39) | (9) |
NET INCOME (LOSS) | (1) | (1,430) | (180) | (1,552) |
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 |
Corporate and Other [Member] | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total operating revenue | 0 | 0 | 0 | 0 |
Total cost of sales | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 14, 2017 | Apr. 17, 2017 | Jan. 13, 2017 |
Loss Contingencies [Line Items] | |||
Estimated Litigation Liability | $ 550 | ||
Loss Contingency, Damages Awarded, Value | $ 3,200 | ||
Litigation Settlement Payment Escrow By Insurance Carriers | $ 2,650 | ||
Former Chairman and Chief Executive Officer [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Damages Sought, Value | $ 4,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||||||
Aug. 03, 2017 | Aug. 02, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Aug. 04, 2017 | Jun. 16, 2017 | Mar. 29, 2017 | Dec. 31, 2016 | |
Subsequent Event [Line Items] | ||||||||
Shares outstanding | 10,519,728 | 10,519,728 | 10,519,728 | 10,519,728 | ||||
Dividend paid | $ 1,578 | $ 788 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividend declared per share | $ 0.028 | |||||||
Shares outstanding | 10,519,728 | |||||||
Dividend paid | $ 295 | |||||||
Business Acquisition, Share Price | $ 13.10 | |||||||
Dividends Payable Per Share, Per Day | $ 0.0008152 | |||||||
Dividends Payable, Date Declared | Aug. 2, 2017 | |||||||
Dividends Payable, Date of Record | Aug. 3, 2017 |