CLEVELAND, Aug. 9, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,000 customers in four states, reported financial results for the second quarter ended June 30, 2016. Results for the second quarter and first half of 2016 do not include the results of the Kentucky and Pennsylvania utilities which were divested in the fourth quarter of 2015 ("Divestitures").

Second Quarter 2016 Results Summary


    --  Seasonal net loss from continuing operations per share of $0.16
        unchanged from prior-year period
    --  Results impacted by higher legal and other professional costs of $1.6
        million
    --  Recorded a $0.7 million gain from cancellation of an earn-out provision
    --  Throughput increased over 400 MMcf driven by expanding customer base and
        cooler weather
    --  Improved gross margin of $1.0 million driven by increased throughput
        volume

Mr. Gregory J. Osborne, Gas Natural's President and Chief Executive Officer, commented, "We are successfully adding new customers throughout our operating regions. This, along with colder weather, drove our full service distribution throughput up nearly 21%. We expect we can continue expanding even with headwinds from the competition of lower oil prices and weak regional industrial economies. Excluding the settlement and proxy contest costs we incurred, our results demonstrate the leverage we have with higher volume which will drive earnings power."

The number of customers served by Gas Natural's utility operations grew 2% over the past twelve months.

He continued, "The settlement reached during our proxy contest puts many ongoing legal matters behind us. We expect significant cost savings from the elimination of litigation, which quickly cover the cost of the settlement. We continue to expect that we can complete our restructuring and debt refinancing this fall, subject to regulatory approvals. We have agreement with the lenders and our applications are progressing through the regulatory approval process."

The Company previously announced on July 14, 2016 that it had reached a settlement that resulted in the dismissal of nine different pending legal proceedings in which it was either defendant or plaintiff.

Second Quarter and First Half 2016 Operations Review



                           Three Months Ended         Six Months Ended

    (in thousands)               June 30,                 June 30,
                                 --------                 --------

                               2016              2015              2016    2015
                               ----              ----              ----    ----

    Revenue by segment:

    Natural Gas Operations  $14,606           $14,768           $49,670 $66,048

    Marketing & Production    2,427             1,278             5,670   3,731
                              -----             -----             -----   -----

    Consolidated            $17,033           $16,046           $55,340 $69,779
                            =======           =======           ======= =======

Revenue for the 2016 second quarter increased approximately 6% over the prior-year quarter. The increase reflects higher sales by Marketing & Production, offset by lower natural gas prices. This segment's sales included sales to the Company's former operations in Wyoming which it divested in the third quarter of 2015. Previously, these sales were recorded as intercompany sales and eliminated from consolidated revenue. Within Natural Gas Operations, higher volume was offset by $0.2 million less revenue from the Divestitures and lower gas prices.

Revenue for the first half of 2016 was down approximately 21% compared with the prior-year first half. The increase in Marketing & Production revenue was more than offset by the impact of warmer weather on volume, lower gas prices, and a $1.2 million reduction from the Divestitures. The increase in revenue from the Marketing & Production segment was for the same reason as in the quarter.



    Changes in Gross Margin          Three Months       Six Months

    (in thousands)                       Ended             Ended
                                         -----             -----

                                     June 30, 2016
                                     -------------

    2015 Gross Margin                            $7,482            $25,139
                                                 ------            -------

    Utilities sold                                (129)             (505)

    Weather                                         171            (1,883)

    Impact of paper mill closures                 (559)           (1,075)

    Change in gas cost adjustments                  693                693

    New utility customers                           597                597
                                                    ---                ---

    Natural Gas Operations change                  $773           $(2,173)

    New marketing customers                         139                269

    Pricing and other                                39               (57)
                                                    ---                ---

    Marketing & Production change                   178                212
                                                    ---                ---

    Consolidated gross margin change                951            (1,961)
                                                    ---             ------

    2016 Gross Margin                            $8,433            $23,178
                                                 ======            =======

Gross margin for the second quarter of 2016 increased 13% over the prior-year period driven by new customers and colder weather. Last year's second quarter was impacted by a $0.7 million unfavorable gas cost adjustment.

Gross margin for the first half of 2016 decreased 8% compared with the prior-year period. The decrease was primarily the result of warmer weather in each of the Company's markets and the impact of closed paper mills in Maine.



                 Three Months Ended           Six Months Ended

    (in
     thousands)       June 30,                    June 30,
                      --------                    --------

                      2016               2015                  2016       2015
                      ----               ----                  ----       ----

     Operating
     (loss)
     income
     by
     segment:

    Natural
     Gas
     Operations     $(736)            $(519)               $4,781     $8,122

     Marketing
     &
     Production        894                (4)                  977         32

     Corporate
     & Other       (2,139)             (949)              (2,242)   (1,828)
                    ------               ----                ------     ------

    Consolidated  $(1,981)          $(1,472)               $3,516     $6,326
                   =======            =======                ======     ======


    Non-
     GAAP
     Adjusted
     EBITDA*        $1,617             $1,582                $9,285    $12,046

For the second quarter of 2016, operating loss was $0.5 million greater than the prior year. This was primarily because higher gross margin and a $0.7 million favorable cancellation of a contingent consideration liability helped to offset $1.6 million of higher legal and other costs associated with the proxy contest and settlement, a $0.7 million increase in personnel and information technology costs, as well as higher depreciation and amortization.

Within the Natural Gas Operations segment, operating expenses increased $1.2 million primarily due to the Company's increases in personnel and investments in information technology. This was partially offset by the elimination of $0.5 million from the Divestitures. Litigation, settlement and proxy contest costs drove the increase within the Corporate and Other segment. Offsetting those increases, the Marketing and Production segment benefited from a $0.7 million gain from cancellation of an earn-out provision.

Adjusted income before interest, taxes, depreciation, amortization, accretion, atypical expenses and discontinued operations ("Adjusted EBITDA"), a non-GAAP financial measure, was relatively consistent for both quarters, with the increased gross margin offset by higher information technology costs. On a year-to-date basis, Adjusted EBITDA was unfavorably impacted by lower gross margin and higher information technology costs. The Company believes that, when used in conjunction with measures prepared in accordance with GAAP, Adjusted EBITDA, which is a non-GAAP measure, helps in the understanding of its financial performance.

*See the attached tables for important disclosures regarding the Company's use of Adjusted EBITDA, as well as reconciliations of GAAP net (loss) income to non-GAAP Adjusted EBITDA for the 2016 and 2015 second quarter and year-to-date periods.

Balance Sheet and Cash Management

Cash and cash equivalents as of June 30, 2016 grew to $8.2 million from $2.7 million at December 31, 2015.

Cash provided by operating activities of continuing operations in the 2016 first half was $14.7 million compared with $11.4 million in the 2015 first half, with the increase primarily due to lower working capital requirements with warmer weather and lower gas costs.

Capital expenditures for the first half of 2016 were $4.1 million compared with $5.0 million in the prior-year period. 2016 capital expenditures included approximately $1.4 million for the Company's ERP system. Remaining capital expenditures for 2016 are expected to be approximately $2.5 million to $3.5 million, including the final cash capital expenditures for the ERP system. The majority of capital is focused on growth of the Company's Natural Gas Operations segment including construction activities to support expansion, maintenance and enhancements of its gas pipeline systems.

Cash used in financing activities of continuing operations was $5.9 million in the 2016 first half compared with $7.9 million in the prior year first half. Debt repayment was the primary use of cash in both periods.

Webcast and Conference Call

Gas Natural will host a conference call and live webcast on Wednesday, August 10(th) at 1:30 p.m. Eastern Time. During the conference call and webcast, management will review the financial and operating results for the 2016 second quarter and discuss Gas Natural's corporate strategies and outlook. A question-and-answer session will follow. The teleconference can be accessed by calling (201) 493-6725. The webcast can be monitored on the Company's website at investor.egas.net.

A telephonic replay will be available from 4:30 p.m. Eastern Time on the day of the teleconference through Wednesday, August 17, 2016. To listen to a replay of the call, dial (858) 384-5517 and enter the conference ID number 13641703. An archive of the webcast will be available on the Company's website at investor.egas.net/past events and will include a transcript, once available.

About Gas Natural Inc.
Gas Natural Inc., a holding company, distributes and sells natural gas to residential, commercial, and industrial customers. It distributes approximately 21 billion cubic feet of natural gas to roughly 68,000 customers through regulated utilities operating in Montana, Ohio, Maine and North Carolina. The Company's other operations include intrastate pipeline, natural gas production, and natural gas marketing. The Company's Montana public utility was originally incorporated in 1909. Its strategy for growth is to expand throughput in its markets, while looking for acquisitions that are either adjacent to its existing utilities or in under-served markets. Further information is available on the Company's website at www.egas.net.

Safe Harbor Regarding Forward-Looking Statements
The Company is including the following cautionary statement in this release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, Gas Natural Inc. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "believes" and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company's business generally include, but are not limited to the Company's ability to consummate the corporate reorganization and debt refinancing on terms that are acceptable to the Company, or at all; the Company's ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company's continued ability to make or increase dividend payments; the Company's ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company's ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company's control; the risk factors and cautionary statements made in the Company's public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. Gas Natural Inc. expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in Gas Natural Inc.'s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.



    For more
     information,
     contact:

    Gas Natural
     Inc.              Investor Relations

    James E.
     Sprague,
     Chief
     Financial
     Officer           Deborah K. Pawlowski or Karen L. Howard, Kei Advisors LLC

    Phone: (216)
     202-1564          Phone:  (716) 843-3908 / (716) 843-3942

    Email:
     jsprague@egas.net Email:  dpawlowski@keiadvisors.com / khoward@keiadvisors.com

FINANCIAL TABLES FOLLOW.



                                                Gas Natural Inc. and Subsidiaries

                                   Condensed Consolidated Statements of Operations (Unaudited)

                                         (in thousands, except share and per share data)


                                                      Three Months Ended                         Six Months Ended

                                                           June 30,                                  June 30,
                                                         --------                               --------

                                                           2016                            2015                   2016       2015
                                                           ----                            ----                   ----       ----

    REVENUE

    Natural gas operations                              $14,606                         $14,768                $49,670    $66,048

    Marketing and production                              2,427                           1,278                  5,670      3,731

    Total revenues                                       17,033                          16,046                 55,340     69,779


    COST OF SALES

    Natural gas purchased                                 6,569                           7,504                 27,191     41,396

    Marketing and production                              2,031                           1,060                  4,971      3,244

    Total cost of sales                                   8,600                           8,564                 32,162     44,640
                                                          -----                           -----                 ------     ------


    GROSS MARGIN                                          8,433                           7,482                 23,178     25,139


    OPERATING EXPENSES

    Distribution, general, and
     administrative                                       7,169                           5,946                 13,096     12,533

    Maintenance                                             240                             288                    504        615

    Depreciation, amortization
     and accretion                                        2,010                           1,668                  3,967      3,558

    Taxes other than income                                 938                           1,005                  2,018      2,008

    Provision for doubtful
     accounts                                                57                              47                     77         99

    Total operating expenses                             10,414                           8,954                 19,662     18,813
                                                         ------                           -----                 ------     ------


    OPERATING (LOSS) INCOME                             (1,981)                        (1,472)                 3,516      6,326


    Other income (loss), net                                138                           (367)                 (264)     (212)

    Interest expense                                      (762)                          (886)               (1,515)   (1,755)
                                                           ----                            ----                 ------     ------

    Income before income taxes                          (2,605)                        (2,725)                 1,737      4,359

    Income tax (benefit)
     expense                                              (934)                        (1,012)                   706      1,655
                                                           ----                          ------                    ---      -----

    (LOSS) INCOME FROM
     CONTINUING OPERATIONS                              (1,671)                        (1,713)                 1,031      2,704


    Discontinued operations,
     net of income taxes                                     14                             213                    (9)       650


    NET (LOSS) INCOME                                  $(1,657)                       $(1,500)                $1,022     $3,354
                                                        =======                         =======                 ======     ======


    Basic weighted shares
     outstanding                                     10,508,187                      10,487,610             10,505,865 10,487,561

    Dilutive effect of
     restricted stock awards                                  -                              -                 1,232      1,320
                                                            ---                            ---                 -----      -----

    Diluted weighted shares
     outstanding                                     10,508,187                      10,487,610             10,507,097 10,488,881
                                                     ==========                      ==========             ========== ==========


    BASIC & DILUTED (LOSS) EARNINGS PER SHARE:

    Continuing operations                               $(0.16)                        $(0.16)                 $0.10      $0.26

    Discontinued operations                                0.00                            0.02                 (0.00)      0.06

    Net (loss) income per
     share                                              $(0.16)                        $(0.14)                 $0.10      $0.32
                                                         ======                          ======                  =====      =====


    Dividends declared per
     common share                                        $0.075                $              -                $0.150     $0.135
                                                         ======                ================                ======     ======



                                                                   Gas Natural Inc. and Subsidiaries

                                                           Condensed Consolidated Balance Sheets (Unaudited)

                                                                            (in thousands)

                                                                                               June 30,            December 31,

                                                                                                              2016                  2015
                                                                                                              ----                  ----


                                                      ASSETS
                                                      ------

    CURRENT ASSETS

    Cash and cash equivalents                                                                               $8,156                $2,728

    Accounts receivable, less allowance for doubtful accounts of
     $656 and $506, respectively                                                                             6,932                10,635

    Accounts receivable due from related parties                                                                74                   188

    Unbilled gas                                                                                             1,477                 6,995

    Inventory

    Natural gas                                                                                              2,509                 4,063

    Materials and supplies                                                                                   2,425                 2,271

    Regulatory assets, current                                                                               2,356                 2,469

    Other current assets                                                                                     2,258                 2,174

    Total current assets                                                                                    26,187                31,523


    PROPERTY, PLANT, & EQUIPMENT, NET                                                                      140,540               142,416


    OTHER ASSETS

    Regulatory assets, non-current                                                                           1,277                 1,523

    Goodwill                                                                                                15,872                15,872

    Customer relationships, net of amortization                                                              2,473                 2,625

    Restricted cash                                                                                          1,448                 1,898

    Other non-current assets                                                                                 1,873                 1,530

    Total other assets                                                                                      22,943                23,448
                                                                                                            ------                ------

    TOTAL ASSETS                                                                                          $189,670              $197,387
                                                                                                          ========              ========



                                                                            Gas Natural Inc. and Subsidiaries

                                                                    Condensed Consolidated Balance Sheets (Unaudited)

                                                                     (in thousands, except share and per share data)

                                                                                                                 June 30,          December 31,

                                                                                                                              2016                  2015
                                                                                                                              ----                  ----


                                                   LIABILITIES AND CAPITALIZATION
                                                   ------------------------------

    CURRENT LIABILITIES

    Line of credit                                                                                                         $15,050               $15,750

    Accounts payable                                                                                                         5,051                 8,784

    Accounts payable to related parties                                                                                          1                   192

    Notes payable, current portion                                                                                          34,761                 5,012

    Note payable to related party                                                                                            3,940                 1,980

    Accrued liabilities                                                                                                      4,604                 5,667

    Accrued liabilities payable to related party                                                                             2,988                   170

    Regulatory liability, current                                                                                              447                   487

    Build-to-suit liability                                                                                                      -                2,041

    Other current liabilities                                                                                                6,637                 5,379

    Total current liabilities                                                                                               73,479                45,462


    LONG-TERM LIABILITIES

    Deferred tax liability                                                                                                  12,234                12,295

    Regulatory liability, non-current                                                                                        1,333                 1,251

    Capital lease liability, non-current                                                                                     4,720                 5,177

    Other long-term liabilities                                                                                              2,893                 3,286

    Total long-term liabilities                                                                                             21,180                22,009


    NOTES PAYABLE, less current portion                                                                                          6                34,427


    COMMITMENTS AND CONTINGENCIES


    STOCKHOLDERS' EQUITY

    Preferred stock; $0.15 par value; 1,500,000 shares authorized, no shares issued
     or outstanding                                                                                                              -                    -

    Common stock; $0.15 par value; Authorized: 30,000,000 shares; Issued and
     outstanding: 10,511,520 and 10,504,734 shares as of June 30, 2016 and December
     31, 2015, respectively                                                                                                  1,577                 1,575

    Capital in excess of par value                                                                                          64,054                63,985

    Retained earnings                                                                                                       29,374                29,929
                                                                                                                            ------                ------

    Total stockholders' equity                                                                                              95,005                95,489
                                                                                                                            ------                ------

    TOTAL CAPITALIZATION                                                                                                    95,011               129,916
                                                                                                                            ------               -------

    TOTAL LIABILITIES AND CAPITALIZATION                                                                                  $189,670              $197,387
                                                                                                                          ========              ========




                                         Gas Natural Inc. and Subsidiaries

                            Condensed Consolidated Statements of Cash Flows (Unaudited)

                                              (amounts in thousands)


                                                                                        Six Months Ended June 30,
                                                                                        -------------------------

                                                                                                 2016                  2015
                                                                                                 ----                  ----

    CASH FLOWS FROM OPERATING ACTIVITIES

    Net income                                                                                 $1,022                $3,354

    Less (loss) incomefrom discontinued operations                                                (9)                  650
                                                                                                  ---                   ---

    Incomefrom continuing operations                                                            1,031                 2,704

    Adjustments to reconcile incomefrom continuing operations to net cash provided by
     operating activities:

    Depreciation and amortization                                                               3,967                 3,537

    Accretion                                                                                       -                   21

    Amortization of debt issuance costs                                                           206                   353

    Provision for doubtful accounts                                                                77                    99

    Amortization of deferred loss on sale-leaseback                                               451                     -

    Stock based compensation                                                                       70                    98

    Losson sale of assets                                                                         529                   358

    Unrealized holding gain on contingent consideration                                         (672)                    -

    Change in fair value of derivative financial
     instruments                                                                                (168)                (135)

    Investment tax credit                                                                        (11)                 (11)

    Deferred income taxes                                                                         702                 2,038

    Changes in assets and liabilities:

    Accounts receivable, including related parties                                              3,741                 6,066

    Unbilled gas                                                                                5,518                 5,913

    Natural gas inventory                                                                       1,555                 1,799

    Accounts payable, including related parties                                               (4,252)              (8,378)

    Regulatory assets and liabilities                                                              72               (1,038)

    Prepayments and other                                                                        (62)                 (35)

    Other assets                                                                                  848                 (497)

    Other liabilities                                                                           1,074               (1,464)
                                                                                                -----                ------

    Net cash provided by operating activities                                                  14,676                11,428


    CASH FLOWS FROM INVESTING ACTIVITIES

    Capital expenditures                                                                      (4,130)              (4,973)

    Proceeds from sale of fixed assets                                                              2                    50

    Proceeds from note receivable                                                                   -                   55

    Customer advances for construction                                                             67                    31

    Contributions in aid of construction                                                          708                   195
                                                                                                  ---                   ---

    Net cash used in investing activities                                                     (3,353)              (4,642)


    CASH FLOWS FROM FINANCING ACTIVITIES

    Proceeds from lines of credit                                                               5,800                13,500

    Repayments of lines of credit                                                             (6,500)             (23,561)

    Repayments of notes payable                                                               (6,760)                (272)

    Proceeds from notes payable, including related
     parties                                                                                    4,000                 5,000

    Repayments of capital lease obligations                                                   (1,470)                (991)

    Debt issuance costs paid                                                                    (168)                (151)

    Dividends paid                                                                              (788)              (1,416)
                                                                                                 ----                ------

    Net cash used in financing activities                                                     (5,886)              (7,891)


    DISCONTINUED OPERATIONS

    Operating cash flows                                                                          (9)                2,245

    Investing cash flows                                                                            -                (398)
                                                                                                  ---                 ----

    Net cash (used in) provided by discontinued
     operations                                                                                   (9)                1,847
                                                                                                  ---                 -----


    NET INCREASE IN CASH AND CASH EQUIVALENTS                                                   5,428                   742

    Cash and cash equivalents, beginning of period                                              2,728                 1,586
                                                                                                -----                 -----


    CASH AND CASH EQUIVALENTS, END OF PERIOD                                                   $8,156                $2,328
                                                                                               ======                ======


                                             Gas Natural Inc. and Subsidiaries

                                                    Natural Gas Operations


    Utility Throughput


                                 Three Months                Six Months Ended
                                Ended June 30,                   June 30,
                               ---------------              -----------------

    (in million cubic
     feet (MMcf))                          2016                           2015   2016   2015
                                           ----                           ----   ----   ----


    Full service distribution:

    Energy West
     Montana (MT)                           496                            474  1,764  1,800

    Frontier Natural
     Gas (NC)                               163                             45    574    516

    Bangor Gas (ME)                         329                            290    876  1,130

    Ohio Companies
     (OH)                                   572                            471  1,955  2,293

    Public Gas (KY)                           -                            13      -    88
                                            ---                           ---    ---   ---

    Total full
     service
     distribution                         1,560                          1,293  5,169  5,827


    Transportation                        2,888                          2,446  6,071  5,765

    Bucksport                                23                            285     74    413
                                            ---                            ---    ---    ---


    Total volumes                         4,471                          4,024 11,314 12,005
                                          =====                          ===== ====== ======



    Heating Degree Days

                                                                   Three Months Ended              Percent Colder (Warmer)

                                                                        June 30,                       2016 Compared to
                                                                        --------                       ----------------

                             Normal               2016                2015             Normal                        2015
                             ------               ----                ----             ------                        ----


    Montana weighted
     average                              1,140        1,095                   1,157               (3.95%)                  (5.36%)

    Bangor, ME                            1,050        1,003                   1,150               (4.48%)                 (12.78%)

    Elkin, NC                               260          454                     327                74.62%                   38.84%

    Ohio weighted average                   589          678                     521                15.11%                   30.13%

                   Total Weighted Average     886          891                     847                 0.56%                    5.19%



                                                               Six Months                 Percent Colder (Warmer)

                                                                June 30,                    2016 Compared to
                                                                --------                    ----------------

                             Normal               2016                2015             Normal                        2015
                             ------               ----                ----             ------                        ----


    Montana weighted
     average                              4,216        3,842                   3,957               (8.87%)                  (2.91%)

    Bangor, ME                            4,735        4,448                   5,603               (6.06%)                 (20.61%)

    Elkin, NC                             2,327        2,583                   2,609                11.00%                  (1.00%)

    OH weighted average                   3,497        3,278                   4,049               (6.26%)                 (19.04%)

                   Weighted Average         3,877        3,609                   4,022               (6.91%)                 (10.27%)



                                           Gas Natural Inc. and Subsidiaries

                   Reconciliation of GAAP Net (Loss) Income to Non-GAAP Adjusted Net (Loss) Income(1)


    (in thousands, except
     per share data)                            Three Months Ended                        Six Months Ended

                                June 30,                                                     June 30,
                                --------                                                     --------

                                                    2016                       2015                       2016     2015
                                                    ----                       ----                       ----     ----

    GAAP net (loss) income                      $(1,657)                  $(1,500)                    $1,022   $3,354

    Add back, pre-tax:

    Non-recurring legal,
     professional and
     settlement costs                              2,122                        667                      2,207    1,250

    Non-recurring
     regulatory and other
     expenses                                          -                       693                          -     731

    Gain on cancellation
     of contingent
     consideration
     liability                                     (672)                         -                     (672)       -

    Loss on disposal of
     assets                                            -                       393                        531      393

    Tax effect of non-
     GAAP continuing
     operations items(1)                           (525)                     (646)                     (853)   (904)

    Discontinued
     operations                                     (14)                     (213)                         9    (650)

    Non-GAAP Adjusted net
     (loss) income(2)                             $(746)                    $(606)                    $2,244   $4,174
                                                   =====                      =====                     ======   ======


    Non-GAAP Adjusted net
     (loss) income per
     diluted share(2)                            $(0.07)                   $(0.06)                     $0.21    $0.39
                                                  ======                     ======                      =====    =====

( )




    (1) Applies an effective tax rate
     of 36%, 37%, 41% and 38% to the
     non-GAAP pre-tax adjustments
     for the periods presented above,
     respectively, consistent with
     the actual effective tax rates
     for those periods.



                                           Gas Natural Inc. and Subsidiaries

                        Reconciliation of GAAP Net (Loss) Income to Non-GAAP Adjusted EBITDA(1)


    (in thousands)                              Three Months Ended                        Six Months Ended

                                June 30,                                                     June 30,
                                --------                                                     --------

                                                    2016                       2015                      2016     2015
                                                    ----                       ----                      ----     ----

    GAAP net (loss) income                      $(1,657)                  $(1,500)                   $1,022   $3,354

    Add back:

    Net interest expense                             762                        886                     1,515    1,755

    Income tax (benefit)
     expense                                       (934)                   (1,012)                      706    1,655

    Depreciation,
     amortization and
     accretion                                     2,010                      1,668                     3,967    3,558

    Non-recurring legal,
     professional and
     settlement costs                              2,122                        667                     2,207    1,250

    Non-recurring
     regulatory and other
     expenses                                          -                       693                         -     731

    Gain on cancellation
     of contingent
     consideration
     liability                                     (672)                         -                    (672)       -

    Loss on disposal of
     assets                                            -                       393                       531      393

    Discontinued
     operations                                     (14)                     (213)                        9    (650)

    Non-GAAP Adjusted
     EBITDA(2)                                    $1,617                     $1,582                    $9,285  $12,046
                                                  ======                     ======                    ======  =======

( )





    (2)Non-GAAP Financial Measures:
    The Company believes that, when used
     in conjunction with GAAP measures,
     Adjusted Net (Loss) Income and
     Adjusted EBITDA, or earnings before
     interest, taxes, depreciation,
     amortization, accretion, atypical
     charges and discontinued operations,
     which are non-GAAP measures, allow
     investors to view its performance in
     a manner similar to the methods used
     by management and provides
     additional insight into its
     operating results.  Adjusted Net
     (Loss) Income and Adjusted EBITDA
     are not calculated through the
     application of GAAP and are not the
     required form of disclosure by the
     Securities and Exchange Commission.
     As such, these measures should not
     be considered as a substitute for
     the GAAP measure of net income and,
     therefore, should not be used in
     isolation of, but in conjunction
     with, the GAAP measure.  The use of
     any non-GAAP measure may produce
     results that vary from the GAAP
     measure and may not be comparable to
     a similarly defined non-GAAP
     measure used by other companies.

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SOURCE Gas Natural Inc.