CLEVELAND, Nov. 9, 2016 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 68,600 customers in four states, reported financial results for the third quarter ended September 30, 2016. Results for the third quarter and first nine months of 2016 do not include the results of the Kentucky and Pennsylvania utilities which were divested in the fourth quarter of 2015 ("Divestitures").

Third Quarter 2016 Summary


    --  Full service distribution throughput increased modestly due to the
        addition of approximately 400 new customers in the quarter
    --  Net loss from continuing operations improved to $0.17 per share
    --  Closed on $92 million debt refinancing in early fourth quarter
    --  Signed merger agreement with First Reserve Energy Infrastructure in
        early fourth quarter

Mr. Gregory J. Osborne, Gas Natural's President and Chief Executive Officer, commented, "With much of the costs and distractions of our prior legal and regulatory matters behind us, we can now more acutely focus on improving our cost structure and growing our operations. As recently announced, early in the fourth quarter we completed the refinancing of our debt that was supported by our new organizational structure. Closure of those initiatives positions us well to accelerate our progress as we strive to achieve our vision of becoming a premier natural gas company recognized as a benchmark in our industry."

He added, "We are working diligently through the merger process with First Reserve, announced in early October, as we endeavor for a seamless process that will prove favorable for our customers, employees, regulators and shareholders."

Third Quarter and Year-to-date 2016 Operations Review



                           Three Months Ended         Nine Months Ended

    (in thousands)           September 30,              September 30,
                             -------------              -------------

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

    Revenue by segment:

    Natural Gas Operations   $10,543          $11,355         $60,213   $77,403

    Marketing & Production     2,812            1,729           8,482     5,460
                               -----            -----           -----     -----

    Consolidated             $13,355          $13,084         $68,695   $82,863
                             =======          =======         =======   =======

Revenue for the 2016 third quarter increased approximately 2% over the prior-year quarter. The increase was driven by higher sales in Marketing & Production to the Company's former Wyoming operations which were divested in the third quarter of 2015. Previously, such sales were recorded as intercompany and eliminated from consolidated revenue. The Natural Gas Operations segment, despite modestly higher volume, realized lower natural gas prices as well as $0.1 million less revenue from the Divestitures.

Revenue for the first nine months of 2016 was down approximately 17% compared with the prior-year period. The increase in Marketing & Production was for the same reason as described above for the quarter. This was more than offset by the Natural Gas Operations segment that was impacted by lower volume due to warmer weather, lower gas prices, and a $1.4 million reduction from the Divestitures.



    Changes in Gross Margin             Three Months           Nine Months
                                            Ended                 Ended
    (in thousands)


                                     September 30, 2016
                                     ------------------

    2015 Gross Margin                                   $6,815              $31,954
                                                        ------              -------

    Utilities sold                                          85                (420)

    Weather and other volume changes                        13              (1,963)

    Impact of paper mill closures                        (626)             (1,701)

    Gas cost adjustment                                      -                 693

    New utility customers                                  311                1,001
                                                           ---                -----

    Natural Gas Operations change                        (217)             (2,390)
                                                          ----               ------

    New marketing customers                                 30                  299

    Pricing and other                                     (52)               (109)
                                                           ---                 ----

    Marketing & Production change                         (22)                 190
                                                           ---                  ---

    Consolidated gross margin change                     (239)             (2,200)
                                                          ----               ------

    2016 Gross Margin                                   $6,576              $29,754
                                                        ======              =======

Gross margin for the third quarter of 2016 decreased 4% compared with the prior-year period primarily due to the impact of paper mill closures in Maine, partially offset by increased full service distribution throughput to new customers. Customer count grew by approximately 400 in the quarter to 68,600, compared with the end of the second quarter of 2016.

Gross margin for the first nine months of 2016 decreased 7% compared with the prior-year period. The decrease was primarily the result of warmer weather in each of the Company's markets, the impact of closed paper mills in Maine, and the Divestitures, partially offset by new customers and the effect of a gas cost adjustment recorded last year.



                                        Three Months Ended           Nine Months Ended

    (in thousands)                        September 30,                September 30,
                                          -------------                -------------

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

    Operating (loss) income by segment:

    Natural Gas Operations              $(2,095)           $(2,128)             $2,687     $5,995

    Marketing & Production                 (106)               (68)                870       (36)

    Corporate & Other                      (721)              (450)            (2,963)   (2,279)
                                            ----                ----              ------     ------

    Consolidated                        $(2,922)           $(2,646)               $594     $3,680
                                         =======             =======                ====     ======


    Non-GAAP Adjusted EBITDA*               $(8)               $460              $9,277    $12,627



    *See the attached tables for
     important disclosures regarding the
     Company's use of earnings before
     interest, taxes, depreciation,
     amortization, accretion, atypical
     expenses and discontinued
     operations ("Adjusted EBITDA") as
     well as reconciliations of U.S.
     generally accepted accounting
     principles ("GAAP") net (loss)
     income to non-GAAP Adjusted EBITDA
     for the 2016 and 2015 third quarter
     and year-to-date periods.

For the third quarter of 2016, the operating loss was $0.3 million greater than the prior-year's loss, primarily due to lower gross margin. Comparing the year-to-date periods, 2016 operating income was $3.1 million lower than 2015 on lower gross margin and higher operating expenses.

Within the Natural Gas Operations segment, operating expenses for the quarter decreased $0.3 million as legal and professional expenses were down $0.4 million and $0.2 million of expenses were eliminated with the Divestitures. Those reductions were partially offset by increased investments in information technology.

On a year-to-date basis, the Natural Gas Operations' operating expenses were $0.9 million higher than the prior year, primarily due to increases in personnel costs and investments in information technology, partially offset by $0.9 million of expenses being eliminated with the Divestitures. The Marketing & Production segment comparison benefited from the favorable settlement of a legal matter in the 2016 second quarter. Litigation, settlement and proxy contest costs drove increased expenses within the Corporate & Other segment.

Adjusted EBITDA, a non-GAAP financial measure, was down about $0.5 million due to lower gross margin in the 2016 third quarter and higher atypical expenses in last year's third quarter. On a year-to-date basis, Adjusted EBITDA was unfavorably impacted by lower gross margin and higher information technology costs as well as differences in atypical items. 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.

Other income (loss), net increased by $0.2 million in the quarter due to recognition in last-year's quarter of a $0.4 million loss related to the sale of a building.

Compared with the prior-year quarter, the income tax benefit increased by $0.5 million to $1.8 million. Excluding discreet items, the effective tax rates were 36.2% and 36.4% for the 2016 and 2015 third quarters, respectively. Excluding discreet items for the nine month year-to-date periods, the effective tax rates were 31.5% and 37.6% for 2016 and 2015, respectively. The improvements in the 2016 periods resulted from the benefit of an R&D tax credit and a favorable change in the Company's blended state tax rate.

Balance Sheet and Cash Management

Cash and cash equivalents as of September 30, 2016 grew to $3.8 million from $2.7 million at December 31, 2015.

Cash provided by operating activities in the 2016 first nine months was $10.5 million compared with $12.2 million in the 2015 period, with the decrease primarily due to lower income from continuing operations and lower working capital requirements related to the lower price of natural gas.

Capital expenditures for the first nine months of 2016 were $5.8 million compared with $8.3 million in the prior-year period. 2016 capital expenditures included approximately $1.9 million for the Company's ERP system that were not financed under a lease agreement. Remaining capital expenditures for 2016 are expected to be approximately $1.3 million. 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 was $4.7 million in the 2016 first nine months compared with $18.0 million in the prior year period. 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, November 9, 2016 at 1:30 p.m. Eastern Time. During the conference call and webcast, management will review the financial and operating results for the 2016 third 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, November 16, 2016. To listen to a replay of the call, dial (412) 317-6671 and enter the conference ID number 13647842. 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 68,600 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                                    Nine Months Ended

                                                  September 30,                                        September 30,
                                                  -------------                                        -------------

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

    REVENUE

    Natural gas operations                                $10,543                                               $11,355    $60,213    $77,403

    Marketing and
     production                                             2,812                                                 1,729      8,482      5,460

    Total revenue                                          13,355                                                13,084     68,695     82,863


    COST OF SALES

    Natural gas purchased                                   4,019                                                 4,614     31,210     46,010

    Marketing and
     production                                             2,760                                                 1,655      7,731      4,899

    Total cost of sales                                     6,779                                                 6,269     38,941     50,909
                                                            -----                                                 -----     ------     ------


    GROSS MARGIN                                            6,576                                                 6,815     29,754     31,954


    OPERATING EXPENSES

    Distribution, general,
     and administrative                                     6,227                                                 6,365     19,323     18,898

    Maintenance                                               211                                                   256        715        871

    Depreciation,
     amortization and
     accretion                                              2,014                                                 1,790      5,981      5,348

    Taxes other than
     income                                                 1,024                                                 1,015      3,042      3,023

    Provision for doubtful
     accounts                                                  22                                                    35         99        134

    Total operating
     expenses                                               9,498                                                 9,461     29,160     28,274
                                                            -----                                                 -----     ------     ------


    OPERATING (LOSS)
     INCOME                                               (2,922)                                              (2,646)       594      3,680


    Other income (loss),
     net                                                      116                                                 (118)     (148)     (330)

    Interest expense                                        (798)                                                (812)   (2,313)   (2,567)
                                                             ----                                                  ----     ------     ------

    (Loss) income before
     income taxes                                         (3,604)                                              (3,576)   (1,867)       783

    Income tax (benefit)
     expense                                              (1,778)                                              (1,312)   (1,072)       343
                                                           ------                                                ------     ------        ---

    (LOSS) INCOME FROM
     CONTINUING OPERATIONS                                (1,826)                                              (2,264)     (795)       440


    Discontinued
     operations, net of
     income taxes                                               2                                                 3,395        (7)     4,045


    NET (LOSS) INCOME                                    $(1,824)                                               $1,131     $(802)    $4,485
                                                          =======                                                ======      =====     ======


    Basic weighted shares
     outstanding                                       10,512,680                                            10,494,130 10,508,154 10,490,736

    Dilutive effect of
     restricted stock
     awards                                                     -                                                1,134          -     1,173
                                                              ---                                                -----        ---     -----

    Diluted weighted
     shares outstanding                                10,512,680                                            10,495,264 10,508,154 10,491,909
                                                       ==========                                            ========== ========== ==========


    BASIC & DILUTED (LOSS) EARNINGS PER SHARE:

    Continuing operations                                 $(0.17)                                              $(0.22)   $(0.08)     $0.04

    Discontinued
     operations                                                 -                                                 0.32          -      0.39
                                                              ---                                                            ---

    Net (loss) income per
     share                                                $(0.17)                                                $0.10    $(0.08)     $0.43
                                                           ======                                                 =====     ======      =====


    Dividends declared per
     common share                                          $0.075                                                $0.135     $0.225     $0.270
                                                           ======                                                ======     ======     ======


                                                                      Gas Natural Inc. and Subsidiaries

                                                              Condensed Consolidated Balance Sheets (Unaudited)

                                                                               (in thousands)

                                                                                                September 30,            December 31,

                                                                                                                    2016                  2015
                                                                                                                    ----                  ----


                                                          ASSETS
                                                          ------

    CURRENT ASSETS

    Cash and cash equivalents                                                                                     $3,833                $2,728

    Accounts receivable, less allowance for doubtful accounts of $396 and $506, respectively

                                                                                                                   5,436                10,635

    Accounts receivable due from related parties                                                                      14                   188

    Unbilled gas                                                                                                   1,991                 6,995

    Inventory

    Natural gas                                                                                                    5,266                 4,063

    Materials and supplies                                                                                         2,224                 2,271

    Regulatory assets, current                                                                                     2,340                 2,469

    Restricted cash                                                                                                  948                     -

    Other current assets                                                                                           3,228                 2,174

    Total current assets                                                                                          25,280                31,523


    PROPERTY, PLANT, & EQUIPMENT, NET                                                                            139,980               142,416


    OTHER ASSETS

    Regulatory assets, non-current                                                                                 1,154                 1,523

    Goodwill                                                                                                      15,872                15,872

    Customer relationships, net of amortization                                                                    2,398                 2,625

    Restricted cash                                                                                                    -                1,898

    Other non-current assets                                                                                       1,695                 1,530

    Total other assets                                                                                            21,119                23,448
                                                                                                                  ------                ------

    TOTAL ASSETS                                                                                                $186,379              $197,387
                                                                                                                ========              ========


                                                                              Gas Natural Inc. and Subsidiaries

                                                                      Condensed Consolidated Balance Sheets (Unaudited)

                                                                       (in thousands, except share and per share data)

                                                                                                                September 30,          December 31,

                                                                                                                                  2016                  2015
                                                                                                                                  ----                  ----


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

    CURRENT LIABILITIES

    Line of credit                                                                                                              $7,086               $15,750

    Accounts payable                                                                                                             5,015                 8,784

    Accounts payable to related parties                                                                                             47                   192

    Notes payable, current portion                                                                                                   -                5,012

    Note payable to related party                                                                                                    -                1,980

    Accrued liabilities                                                                                                          2,211                 2,560

    Accrued liabilities payable to related party                                                                                    87                   170

    Regulatory liability, current                                                                                                  725                   487

    Build-to-suit liability                                                                                                          -                2,041

    Capital lease liability, current                                                                                             3,588                 2,876

    Deferred payment received from levelized billing                                                                             2,811                 3,107

    Other current liabilities                                                                                                    3,888                 2,503

    Total current liabilities                                                                                                   25,458                45,462


    OTHER LIABILITIES

    Deferred tax liability                                                                                                      10,526                12,295

    Regulatory liability, non-current                                                                                            1,375                 1,251

    Capital lease liability, non-current                                                                                         3,643                 5,177

    Other long-term liabilities                                                                                                  3,126                 3,286

    Total other liabilities                                                                                                     18,670                22,009


    NOTES PAYABLE, less current portion                                                                                         49,825                34,427


    COMMITMENTS AND CONTINGENCIES


    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: 10,515,834 and 10,504,734 shares as of September 30, 2016 and
     December 31, 2015, respectively                                                                                             1,577                 1,575

    Capital in excess of par value                                                                                              64,088                63,985

    Retained earnings                                                                                                           26,761                29,929
                                                                                                                                ------                ------

    Total stockholders' equity                                                                                                  92,426                95,489
                                                                                                                                ------                ------

    TOTAL CAPITALIZATION                                                                                                       142,251               129,916
                                                                                                                               -------               -------

    TOTAL LIABILITIES AND CAPITALIZATION                                                                                      $186,379              $197,387
                                                                                                                              ========              ========


                                Gas Natural Inc. and Subsidiaries

                   Condensed Consolidated Statements of Cash Flows (Unaudited)

                                         (in thousands)


                                                                              Nine Months Ended
                                                                                September 30,
                                                                                -------------

                                                                                2016                 2015
                                                                                ----                 ----

    CASH FLOWS FROM OPERATING ACTIVITIES

    Net (loss) income                                                         $(802)              $4,485

    Less (loss) income from discontinued operations                              (7)               4,045

    (Loss) income from continuing operations                                   (795)                 440

    Adjustments to reconcile (loss) income from continuing operations to
     net cash provided by operating activities:

    Depreciation and amortization                                              5,981                5,327

    Accretion                                                                      -                  21

    Amortization of debt issuance costs                                          323                  517

    Provision for doubtful accounts                                               99                  134

    Amortization of deferred loss on sale-leaseback                              733                    -

    Stock based compensation                                                     104                  135

    Loss on sale of assets                                                       548                  769

    Unrealized holding gain on contingent
     consideration                                                             (672)                (75)

    Change in fair value of derivative financial
     instruments                                                               (120)               (120)

    Investment tax credit                                                       (16)                (16)

    Deferred income taxes                                                    (1,046)               2,686

    Changes in assets and liabilities:

    Accounts receivable, including related parties                             5,275                7,533

    Unbilled gas                                                               5,004                5,361

    Natural gas inventory                                                    (1,203)               (432)

    Accounts payable, including related parties                              (2,700)             (7,572)

    Regulatory assets and liabilities                                            367                (961)

    Prepayments and other                                                    (1,393)             (1,102)

    Other assets                                                               1,039                (453)

    Other liabilities                                                        (1,016)                  57
                                                                              ------                  ---

    Net cash provided by operating activities                                 10,512               12,249


    CASH FLOWS FROM INVESTING ACTIVITIES

    Capital expenditures                                                     (5,785)             (8,325)

    Proceeds from sale of fixed assets                                             2                   66

    Proceeds from note receivable                                                  -                  59

    Customer advances for construction                                            94                   33

    Contributions in aid of construction                                         960                  606
                                                                                 ---                  ---

    Net cash used in investing activities                                    (4,729)             (7,561)


    CASH FLOWS FROM FINANCING ACTIVITIES

    Proceeds from lines of credit                                              9,300               13,750

    Repayments of lines of credit                                            (6,800)            (26,761)

    Repayments of notes payable, including related
     parties                                                                 (6,886)             (5,407)

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

    Repayments of capital lease obligations                                  (2,495)             (1,560)

    Debt issuance costs paid                                                   (213)               (151)

    Dividends paid                                                           (1,577)             (2,834)
                                                                              ------               ------

    Net cash used in financing activities                                    (4,671)            (17,963)


    DISCONTINUED OPERATIONS

    Operating cash flows                                                         (7)               1,288

    Investing cash flows                                                           -              14,305
                                                                                 ---

    Net cash (used in) provided by discontinued
     operations                                                                  (7)              15,593
                                                                                 ---               ------


    NET INCREASE IN CASH AND CASH EQUIVALENTS                                  1,105                2,318

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


    CASH AND CASH EQUIVALENTS, END OF PERIOD                                  $3,833               $3,904
                                                                              ======               ======


                                                               Gas Natural Inc. and Subsidiaries

                                                                    Natural Gas Operations


    Utility Throughput


                             Three Months Ended September 30,     Nine Months Ended September 30,
                             --------------------------------     -------------------------------

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


    Full service
     distribution:

    Energy West Montana (MT)                               253                                   238  2,016  2,039

    Frontier Natural Gas
     (NC)                                                  153                                   152    726    668

    Bangor Gas (ME)                                        122                                   124    998  1,254

    Ohio Companies (OH)                                    302                                   299  2,256  2,592

    Public Gas (KY)                                          -                                    4      -    92
                                                           ---                                  ---    ---   ---

    Total full service
     distribution                                          830                                   817  5,996  6,645


    Transportation                                       2,492                                 2,342  8,565  8,106

    Bucksport                                               60                                   124    134    537
                                                           ---                                   ---    ---    ---


    Total volumes                                        3,382                                 3,283 14,695 15,288
                                                         =====                                 ===== ====== ======


    Heating Degree Days

                                                                       Three Months Ended                Percent Colder (Warmer)

                                                                         September 30,                      2016 Compared to
                                                                         -------------                      ----------------

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


    Great Falls, MT                              225          384                       319                 70.67%                   20.38%

    Bangor, ME                                   222           88                       134               (60.36%)                 (34.33%)

    Elkin, NC                                     41           16                        48               (60.98%)                 (66.67%)

    Ohio weighted
     average                                     114           26                        44               (77.19%)                 (40.91%)

                        Total Weighted Average     151          204                       186                 35.10%                    9.68%



                                                                     Nine Months                 Percent Colder (Warmer)

                                                                    September 30,                   2016 Compared to
                                                                    -------------                   ----------------

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


    Great Falls, MT                            4,358        4,177                     4,233                (4.15%)                  (1.32%)

    Bangor, ME                                 4,957        4,536                     5,737                (8.49%)                 (20.93%)

    Elkin, NC                                  2,368        2,599                     2,657                  9.76%                  (2.18%)

    OH weighted average                        3,487        3,200                     3,819                (8.23%)                 (16.21%)

                        Total Weighted Average   4,028        3,813                     4,208                (5.34%)                  (9.39%)


                                       Gas Natural Inc. and Subsidiaries

               Reconciliation of GAAP Net (Loss) Income to Non-GAAP Adjusted Net (Loss) Income(2)


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

                            September 30,                                           September 30,
                            -------------                                           -------------

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

    GAAP net (loss)
     income                                  $(1,824)                  $1,131                  $(802)    $4,485

    Add back, pre-tax:

    Non-recurring legal,
     professional and
     settlement costs                             784                      644                   2,991      2,014

    Non-recurring
     regulatory and other
     expenses                                       -                     380                       -     1,111

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

    Loss on disposal of
     assets                                         -                     410                     531        804

    Tax effect of non-
     GAAP continuing
     operations items(1)                        (284)                   (525)                  (898)   (1,717)

    Discontinued
     operations                                   (2)                 (3,395)                      7    (4,045)

    Non-GAAP Adjusted
     net (loss) income(2)                    $(1,326)                $(1,355)                 $1,157     $2,652
                                              =======                  =======                  ======     ======


    Non-GAAP Adjusted
     net (loss) income
     per diluted share(2)                     $(0.13)                 $(0.13)                  $0.11      $0.25
                                               ======                   ======                   =====      =====

( )




            (1)    Applies an effective tax rate of
                    36%, 36%, 32% 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 excluding
                    nonrecurring tax items.


            (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.


                                       Gas Natural Inc. and Subsidiaries

                    Reconciliation of GAAP Net (Loss) Income to Non-GAAP Adjusted EBITDA(2)


    (in thousands)                            Three Months Ended                  Nine Months Ended

                      September 30,                                      September 30,
                      -------------                                      -------------

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

    GAAP net (loss)
     income                                  $(1,824)                 $1,131                  $(802)   $4,485

    Add back:

    Net interest expense                          798                     812                   2,313     2,567

    Income tax (benefit)
     expense                                  (1,778)                (1,312)                (1,072)      343

    Depreciation,
     amortization and
     accretion                                  2,014                   1,790                   5,981     5,348

    Non-recurring legal,
     professional and
     settlement costs                             784                     644                   2,991     2,014

    Non-recurring
     regulatory and other
     expenses                                       -                    380                       -    1,111

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

    Loss on disposal of
     assets                                         -                    410                     531       804

    Discontinued
     operations                                   (2)                (3,395)                      7   (4,045)

    Non-GAAP Adjusted
     EBITDA(2)                                   $(8)                   $460                  $9,277   $12,627
                                                  ===                    ====                  ======   =======



             (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 provide
                     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.