Acquisitions | 9 Months Ended |
Sep. 30, 2013 |
Business Combinations [Abstract] | ' |
Acquisitions | ' |
Note 2 – Acquisitions |
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Acquisition of John D. Oil and Gas Marketing |
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On June 1, 2013, the Company and its wholly-owned Ohio subsidiary, GNR, completed the acquisition of substantially all of the assets and certain liabilities of JDOG Marketing, an Ohio company engaged in the marketing of natural gas. The Osborne Trust, of which Mr. Osborne is the sole trustee, is the majority owner of JDOG Marketing and Mr. Osborne is also the Chairman of the Board and Chief Executive Officer of Gas Natural. The Company believes the natural gas marketing business complements its existing natural gas distribution business in Ohio. In addition, it currently conducts natural gas marketing in Montana and Wyoming, which the Company believes allows it to integrate the Ohio marketing operations into Gas Natural with minimal increases in staff or overhead. Costs related to this acquisition totaled $0.6 million and were expensed as incurred. |
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Pursuant to the terms of the purchase agreement, the consummation of the transaction depended upon the satisfaction or waiver of a number of certain customary closing conditions, the receipt of regulatory approvals and the consent of certain of Gas Natural’s lenders. In addition, the transaction was subject to the approval of Gas Natural’s shareholders, and the receipt of a fairness opinion by an independent investment banking firm. All of these conditions were satisfied and the acquisition was completed on June 1, 2013. In accordance with U.S. GAAP, the consideration given, assets received, and liabilities assumed by the Company were recorded at their fair market value as of this date. The fair values as of June 1, 2013 were the Company’s initial best estimates based on preliminary information and were subject to materially change once the final valuations were complete. |
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Subsequent to finalizing the estimated acquisition date fair values of the assets acquired and liabilities assumed, the Company discovered an error in the information used to determine the estimated values and adjusted the amounts recognized for goodwill, customer contracts and contingent consideration liability. This adjustment had no impact on the Company’s net income or retained earnings and is immaterial to the Company’s financial statements. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition as originally reported and as adjusted. |
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| | Fair Value at June 1, 2013 | | | | | | | | | |
| | Previously Reported | | | As Adjusted | | | | | | | | | |
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Assets acquired: | | | | | | | | | | | | | | | | |
Property, plant and equipment | | $ | 21,600 | | | $ | 21,600 | | | | | | | | | |
Customer relationships | | | 2,500,000 | | | | 2,800,000 | | | | | | | | | |
Goodwill | | | 1,625,518 | | | | 2,101,744 | | | | | | | | | |
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Total assets acquired | | | 4,148,344 | | | | 4,923,344 | | | | | | | | | |
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Less liabilities assumed: | | | | | | | | | | | | | | | | |
Current liabilities | | | 196,000 | | | | 669,396 | | | | | | | | | |
Long-term liabilities | | | 1,279,000 | | | | 1,580,604 | | | | | | | | | |
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Total liabilities assumed | | | 1,475,000 | | | | 2,250,000 | | | | | | | | | |
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Less effective settlement of pre-existing relationships: | | | | | | | | | | | | | | | | |
Settlement of note receivable | | | 30,919 | | | | 32,145 | | | | | | | | | |
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Net assets acquired from John D Marketing acquisition | | $ | 2,641,199 | | | $ | 2,641,199 | | | | | | | | | |
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Under the purchase agreement, Gas Natural paid to JDOG Marketing 256,926 shares of the Company’s common stock. These shares had an acquisition date fair value of $2,641,199. There were no underwriting discounts or commissions in connection with the issuance, as no underwriters were used to facilitate the acquisition. The shares were not registered under the Securities Act of 1933, as amended (the “Act”), in reliance on the exemption from registration provided by Section 4(2) of the Act. |
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In addition, the purchase agreement provides for contingent “earn-out” payments for a period of five years after the closing of the transaction if the acquired business achieves an annual EBITDA target in the amount of $810,432, which was JDOG Marketing’s EBITDA for the year ended December 31, 2011. If JDOG Marketing’s actual EBITDA for a certain year is less than the target EBITDA, then no earn-out payment will be due and payable for that particular period. If JDOG Marketing’s actual EBITDA for a certain year meets or exceeds the target EBITDA, then an earn-out payment in an amount equal to actual EBITDA divided by target EBITDA times $575,000 will have been earned for that year. Due to the earn-out structure, the maximum amount that could be earned over the five year period is unlimited. The earn-out payments, if any, will be paid annually in validly issued, fully paid and non-assessable shares of Gas Natural’s common stock. The share price to be used to determine the number of shares to be issued for any earn-out payment will be the average closing price of Gas Natural’s common stock for the 20 trading days preceding issuance of Gas Natural’s common stock for such earn-out payment. The Company estimated the acquisition date fair value of this liability to be $2,250,000, of which $669,396 was classified as current. The fair value of this liability is remeasured on a recurring basis. See Note 6 – Fair Value Measurementsfor details regarding this valuation. |
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The Company applied the acquisition method to the business combination and valued each of the assets acquired (property, plant and equipment and customer relationships) and liabilities assumed (earn-out liability) at fair value as of the acquisition date. The Company used the net book value of property, plant, and equipment received as this closely approximated the fair value. The Company used the present value of expected net cash flows associated with the acquired customer contracts to approximate the assets’ fair values. These customer contracts represent established and ongoing contracts to provide natural gas to former customers of JDOG Marketing acquired by the Company as part of the acquisition. These customer contracts will be amortized over their estimated useful lives. The Company recorded the fair value of the earn-out liability as the present value of estimated future earn-out payments as of the acquisition date. In addition to the assets acquired and liabilities assumed in the transaction, the Company also effectively settled a note due from JDOG Marketing. As a result of the purchase, $2,101,744 was allocated to goodwill. The Company expects none of the goodwill to be deductible for tax purposes. |
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The results of JDOG Marketing are included in the Company’s Marketing and Production Operations reporting segment. For the three and nine months ended September 30, 2013, JDOG Marketing contributed $548,471 and $755,995 to the Company’s revenues, respectively, and losses of $47,399 and $16,632 to the Company’s net income, respectively. |
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The following unaudited information is provided to present a summary of the combined results of the Company’s operations with JDOG Marketing as if the acquisition had been completed as of the beginning of the reporting periods. Adjustments were made to eliminate any inter-company transactions in the periods presented. |
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| | Three Months Ended September 30, | | | Nine months ended September 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
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Revenues | | $ | 15,174,236 | | | $ | 12,896,111 | | | $ | 80,777,989 | | | $ | 60,059,902 | |
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Net income (loss) | | $ | (1,004,338 | ) | | $ | (481,492 | ) | | $ | 3,867,460 | | | $ | 2,475,568 | |
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Basic and diluted earnings (loss) per share | | $ | (0.10 | ) | | $ | (0.06 | ) | | $ | 0.43 | | | $ | 0.3 | |
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Historically, the Company has been a party to transactions with JDOG Marketing primarily for the purchase of natural gas. In addition to these purchases, the Company also had a note receivable outstanding from JDOG Marketing included in the Notes receivable – related parties line items on the balance sheet and an operating lease agreement the cost of which was included in the Distribution, general, and administrative line of the statement of comprehensive income. Both of these relationships were effectively settled with the completion of the transaction. See Note 11 – Related Party Transactions for more information regarding all of the Company’s transactions with JDOG Marketing prior to the acquisition. |
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Acquisition of 8500 Station Street |
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On March 5, 2013, the Company purchased the Matchworks Building in Mentor, Ohio from McKay Real Estate Corporation, Matchworks, LLC, and Nathan Properties, LLC (collectively, the “Sellers”) by and through Mark E. Dottore as Receiver in the United States District Court. The Company’s Ohio headquarters are located in the Matchworks Building and the Receiver gave the Company an opportunity to purchase the building. The Sellers are entities owned or controlled by Richard M. Osborne, the Company’s chairman and chief executive officer. The acquisition of the Matchworks Building was approved by the independent members of the Company’s board of directors. 8500 Station Street, a subsidiary of Gas Natural, was formed to operate the property. At March 31, 2013, the Company had not been able to gather the necessary information to determine the appropriate accounting treatment for the transaction. Therefore at that time, the Company had recorded the assets acquired under Other assets on its condensed consolidated balance sheet. Since then, the Company has gathered the necessary information regarding the transaction and has classified the transaction as an asset purchase. As such, the Company has recorded the land and building purchased as Property, plant and equipment on its condensed consolidated balance sheet in the amounts of $244,859 and $1,607,915, respectively. These amounts were allocated based on the assets’ relative fair values. |
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Acquisition of Loring Pipeline lease and related property |
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On April 17, 2012, the Company entered into an agreement with United States Power Fund, L.P. (“USPF”) to place a bid at a public auction on certain assets that were being foreclosed upon by USPF. Those assets included various parcels of land as well as a leasehold interest in a pipeline corridor easement running from Searsport to Limestone, Maine. The assets were owned by Loring BioEnergy, LLC (“LBE”) and were being foreclosed upon by USPF due to LBE’s default on a loan that it had obtained from USPF. On June 4, 2012 the Company attended the public foreclosure auction and was the successful bidder with a bid of $4,500,000. The transaction closed on September 25, 2012. At that time, the Company issued 210,951 shares of its common stock in addition to transferring $2,250,000 of cash it had placed into escrow prior to the auction to USPF. The lease agreement calls for lease payments of $300,000 per year for the next ten years, an annual service fee of $120,000 and a charge of $0.0125 per Mcf moved on the pipeline. |
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In accordance with U.S. GAAP, the assets acquired do not constitute a business and the Company has accounted for the transaction as a group of assets which included both fixed assets and leased fixed assets. The purchase price was allocated to the assets purchased based on the relative fair value of each asset (including the leased assets) to the total fair value of all the assets. Land, buildings, generators and equipment purchased totaled $605,352. Leased pipeline and leased pipeline easements acquired totaled $6,320,000. The Company has determined that the fixed asset lease is a capital lease because the present value of the lease payments, discounted at an appropriate discount rate, exceeded 90% of the fair market value of the assets. The lease obligation for the $300,000 per year was recorded at the present value of the minimum lease payments of $2,208,026. |
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Acquisition of Public Gas Company, Inc. |
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On April 1, 2012 the Company purchased 100% of the stock of PGC from Kentucky Energy Development, LLC for the price of $1.6 million. PGC is a regulated natural gas distribution company serving approximately 1,600 customers in the State of Kentucky in the counties of Breathitt, Jackson, Johnson, Lawrence, Lee, Magoffin, Morgan and Wolf. The costs related to the transaction were $51,187 and were expensed during 2012. The Company completed the transaction as it provided the opportunity to expand its presence into Kentucky. |
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The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, accounts receivable, and property, plant and equipment) and liabilities assumed (accounts payable) at fair value as of the acquisition date. The cash, accounts receivable and accounts payable were deemed to be recorded at fair value as of the acquisition date. The Company determined the fair value of property, plant and equipment to be historical book value which is the rate base as PGC is a regulated natural gas distribution company and is required to report to the KPSC. The Company also recorded deferred taxes based on the timing difference related to depreciation. As a result of the purchase, $142,971 was allocated to goodwill. During 2012, this amount was adjusted to $283,425 resulting from adjustments to deferred income taxes and deferred gas cost existing at the time of acquisition. This is reported in the natural gas operations segment. The Company expects none of the goodwill to be deductible for tax purposes. |
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The estimated fair value of the assets acquired and liabilities assumed is reflected in the following table at the date of acquisition. |
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| | Fair Value at | | | | | | | | | | | | | |
April 1, 2012 | | | | | | | | | | | | |
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Current assets | | $ | 69,634 | | | | | | | | | | | | | |
Property, plant and equipment | | | 1,577,592 | | | | | | | | | | | | | |
Goodwill | | | 283,425 | | | | | | | | | | | | | |
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Total assets acquired | | | 1,930,651 | | | | | | | | | | | | | |
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Current liabilities | | | 184,770 | | | | | | | | | | | | | |
Long-term liabilities | | | 194,403 | | | | | | | | | | | | | |
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Total liabilities assumed | | | 379,173 | | | | | | | | | | | | | |
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Net assets acquired | | $ | 1,551,478 | | | | | | | | | | | | | |
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