CLEVELAND, March 16, 2017 /PRNewswire/ -- Gas Natural Inc. (NYSE MKT: EGAS) (the "Company"), a holding company operating local natural gas utilities serving approximately 69,400 customers in four states, reported financial results for the fourth quarter and year ended December 31, 2016. Comparative results for the fourth quarter, and for full year 2016, do not include the results of the Kentucky and Pennsylvania utilities which were divested in the fourth quarter of 2015 ("Divestitures").

Fourth Quarter 2016 Summary


    --  Full service distribution throughput increased due to the addition of
        approximately 800 new customers in the quarter
    --  Net income from continuing operations improved to $0.13 per share from
        $0.07 in 2015
    --  Merger approval process with regulators is progressing as anticipated

Mr. Gregory J. Osborne, Gas Natural's President and Chief Executive Officer, commented, "We grew revenue and gross margin in the quarter as a result of growing our customer base. This is a testament to our keen focus on operations and growth."

He added, "In December, our shareholders overwhelmingly approved our announced plan to be acquired by First Reserve. The process to obtain approval from the regulatory authorities in Maine, Montana, North Carolina and Ohio is progressing as anticipated. We continue to expect completion of the transaction in the second half of 2017."

Fourth Quarter and 2016 Operations Review



                           Three Months Ended          Years Ended

    (in thousands)             December 31,           December 31,
                               ------------           ------------

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

    Revenue by segment:

    Natural Gas Operations  $27,251           $26,575          $87,464 $103,978

    Marketing & Production    3,495             2,923           11,977    8,383
                              -----             -----           ------    -----

    Consolidated            $30,746           $29,498          $99,441 $112,361
                            =======           =======          ======= ========

Revenue for the fourth quarter of 2016 increased approximately 4% over the prior-year quarter. Both of the Company's operating segments contributed to the increase. The Natural Gas Operations segment experienced higher volume driven by customer growth, partially offset by lower natural gas prices and $0.2 million less revenue from the Divestitures. The Marketing & Production segment recognized higher sales 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.

Revenue for 2016 was down approximately 11% compared with the prior year. The increase in Marketing & Production was for the same reason as described above for the fourth quarter. This was more than offset by the Natural Gas Operations segment that was impacted by lower volume due to warmer weather earlier in the year, lower gas prices, and a $1.6 million reduction from the Divestitures.



    Changes in Gross Margin            Three Months            Years
    (in thousands)                         Ended               Ended
                                           -----               -----

                                     December 31, 2016
                                     -----------------

    2015 Gross Margin                                  $12,255        $44,209
                                                       -------        -------

    Utilities sold                                         117          (299)

    Weather and other volume changes                       347        (1,695)

    Impact of paper mill closures                        (125)       (1,826)

    Gas cost adjustment                                      -           693

    New utility customers                                  226          1,304

    Natural Gas Operations change                          565        (1,823)
                                                           ---         ------

    New marketing customers                                214            513

    Pricing and other                                      136             25
                                                           ---            ---

    Marketing & Production change                          350            538
                                                           ---            ---

    Consolidated gross margin change                       915        (1,285)
                                                           ---         ------

    2016 Gross Margin                                  $13,170        $42,924
                                                       =======        =======

Gross margin for the fourth quarter of 2016 increased 7% compared with the prior-year period primarily due to increased full service distribution throughput to new customers and colder weather, partially offset by the impact of paper mill closures in Maine. Customer count grew by approximately 800 in the fourth quarter to 69,400, compared with the end of the third quarter of 2016.

Gross margin for 2016 decreased 3% compared with the prior-year period. The decrease was primarily the result of warmer weather earlier in the year in most 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 in 2015.



                           Three Months Ended         Years Ended

    (in thousands)            December 31,           December 31,
                              ------------           ------------

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

    Operating income by
     segment:

    Natural Gas Operations  $3,511            $1,857              $6,198     $7,852

    Marketing & Production     314              (45)              1,184       (81)

    Corporate & Other      (1,367)            (388)            (4,330)   (2,667)
                            ------              ----              ------     ------

    Consolidated            $2,458            $1,424              $3,052     $5,104
                            ======            ======              ======     ======


    Non-GAAP Adjusted
     EBITDA*                $5,895            $3,765             $15,172    $16,391

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

For the fourth quarter of 2016, operating income was $1.0 million higher than the prior-year quarter primarily due to higher gross margin. Comparing the annual periods, 2016 operating income was $2.1 million lower than 2015, primarily due to lower gross margin.

Within the Natural Gas Operations segment, operating expenses for the quarter decreased $1.1 million as legal and professional expenses were down $0.3 million and personnel costs were also down $0.3 million. Those reductions were partially offset by increased spending on information technology.

On a full year basis, the Natural Gas Operations' operating expenses were $0.2 million lower than the prior year, primarily due to a $0.7 million decrease in expenditures for professional services and a$0.6 million ongoing reduction of expenses due to the Divestitures. Those decreases were partially offset by higher spending on information technology. The Marketing & Production segment benefited from the favorable settlement of a legal matter in the second quarter of 2016. Litigation, settlement and proxy contest costs drove increased expenses within the Corporate & Other segment.

Adjusted EBITDA, a non-GAAP financial measure, was up approximately $2.1 million primarily due to higher gross margin in the 2016 fourth quarter and higher non-recurring items. On a full year 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.

Excluding discrete items, the effective tax rates were 36.1% and 37.2% for the fourth quarters of 2016 and 2015, respectively. Excluding discrete items for the annual periods, the effective tax rates were 36.5% and 38.1% for 2016 and 2015, respectively. The improvements in 2016 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 December 31, 2016 grew to $6.5 million from $2.7 million at December 31, 2015.

Cash provided by operating activities in 2016 was $11.4 million compared with $9.4 million in 2015, with the increase primarily due to lower working capital requirements related to the lower price of natural gas.

Capital expenditures for 2016 were $7.5 million compared with $9.6 million in 2015. Capital expenditures included approximately $1.9 million and $1.5 million in 2016 and 2015, respectively, for the portion of the Company's ERP system that was not financed under a lease agreement. The Company has budgeted $10 million for capital expenditures in 2017, with the majority focused on growth of its Natural Gas Operations segment, including construction activities to support expansion, maintenance and enhancements of its gas pipeline systems.

Cash used in financing activities was $1.5 million in 2016 compared with $19.3 million in 2015. Debt repayment was the primary use of cash in both periods.

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 69,400 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 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.

Additional Information and Where to Find It

In connection with the transaction with First Reserve described above, on November 23, 2016, the Company filed with the SEC and sent to its stockholders a definitive proxy statement. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE. Investors and security holders may obtain a free copy of the definitive proxy statement and other documents filed with the SEC.

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

                                                Consolidated Statements of Income

                                         (in thousands, except share and per share data)


                                               Three Months Ended                              Years Ended

                                                  December 31,                                 December 31,
                                                ------------                              ------------

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

    REVENUE

    Natural gas operations                 $27,251                                $26,575                 $87,464   $103,978

    Marketing and production                 3,495                                  2,923                  11,977      8,383

    Total revenue                           30,746                                 29,498                  99,441    112,361


    COST OF SALES

    Natural gas purchased                   14,602                                 14,492                  45,812     60,502

    Marketing and production                 2,974                                  2,751                  10,705      7,650

    Total cost of sales                     17,576                                 17,243                  56,517     68,152
                                            ------                                 ------                  ------     ------


    GROSS MARGIN                            13,170                                 12,255                  42,924     44,209


    OPERATING EXPENSES

    Distribution, general,
     and administrative                      7,343                                  7,131                  27,338     26,104

    Maintenance                                269                                    551                     984      1,422

    Depreciation,
     amortization and
     accretion                               2,053                                  1,909                   8,034      7,257

    Taxes other than income                    964                                  1,096                   4,006      4,119

    Provision for doubtful
     accounts                                   83                                    144                     182        278

    Contingent consideration
     gain                                        -                                     -                  (672)      (75)

    Total operating expenses                10,712                                 10,831                  39,872     39,105
                                            ------                                 ------                  ------     ------


    OPERATING INCOME                         2,458                                  1,424                   3,052      5,104


    Other income (loss), net                    83                                    416                    (65)        86

    Interest expense                         (856)                               (1,037)                (3,169)   (3,604)
                                              ----                                 ------                  ------     ------

    Income (loss) before
     income taxes                            1,685                                    803                   (182)     1,586

    Income tax (expense)
     benefit                                 (365)                                  (74)                    707      (417)
                                              ----                                    ---                     ---       ----

    INCOME FROM CONTINUING
     OPERATIONS                              1,320                                    729                     525      1,169


    Discontinued operations,
     net of income taxes                       (5)                                 (526)                   (12)     3,519


    NET INCOME                              $1,315                                   $203                    $513     $4,688
                                            ======                                   ====                    ====     ======


    Basic weighted shares
     outstanding                        10,518,062                             10,504,319              10,510,644 10,496,979

    Dilutive effect of
     restricted stock awards                   733                                  1,476                     623      1,476
                                               ---                                  -----                     ---      -----

    Diluted weighted shares
     outstanding                        10,518,795                             10,505,795              10,511,267 10,498,455
                                        ==========                             ==========              ========== ==========


    BASIC & DILUTED EARNINGS PER SHARE:

    Continuing operations                    $0.13                                  $0.07                   $0.05      $0.11

    Discontinued operations                      -                                (0.05)                      -      0.34
                                               ---                                                          ---

    Net income per share                     $0.13                                  $0.02                   $0.05      $0.45
                                             =====                                  =====                   =====      =====


    Weighted average
     dividends declared per
     common share                           $0.075                                 $0.270                  $0.300     $0.540
                                            ======                                 ======                  ======     ======


                                                                 Gas Natural Inc. and Subsidiaries

                                                                    Consolidated Balance Sheets

                                                                          (in thousands)

                                                                                            December 31,          December 31,

                                                                                                             2016                  2015
                                                                                                             ----                  ----


                                                          ASSETS
                                                          ------

    CURRENT ASSETS

    Cash and cash equivalents                                                                              $6,463                $2,728

    Accounts receivable, less allowance for doubtful accounts of
     $385 and $506, respectively                                                                           11,093                10,823

    Unbilled gas                                                                                            7,256                 6,995

    Inventory

    Natural gas                                                                                             3,380                 4,063

    Materials and supplies                                                                                  2,065                 2,271

    Regulatory assets, current                                                                              3,131                 2,469

    Other current assets                                                                                    2,423                 2,174

    Total current assets                                                                                   35,811                31,523


    PROPERTY, PLANT, & EQUIPMENT, NET                                                                     139,691               142,416


    OTHER ASSETS

    Regulatory assets, non-current                                                                          1,032                 1,523

    Goodwill                                                                                               15,872                15,872

    Customer relationships, net of amortization                                                             2,322                 2,625

    Restricted cash                                                                                             -                1,898

    Other non-current assets                                                                                2,696                 1,530

    Total other assets                                                                                     21,922                23,448
                                                                                                           ------                ------

    TOTAL ASSETS                                                                                         $197,424              $197,387
                                                                                                         ========              ========


                                                                       Gas Natural Inc. and Subsidiaries

                                                                          Consolidated Balance Sheets

                                                                (in thousands, except share and per share data)

                                                                                                               December 31,         December 31,

                                                                                                                               2016                  2015
                                                                                                                               ----                  ----


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

    CURRENT LIABILITIES

    Line of credit                                                                                                          $13,450               $15,750

    Accounts payable                                                                                                         10,055                 8,976

    Notes payable, current portion                                                                                                -                5,012

    Note payable to related party                                                                                                 -                1,980

    Accrued liabilities                                                                                                       8,265                 6,873

    Regulatory liability, current                                                                                                 -                  487

    Build-to-suit liability                                                                                                       -                2,041

    Capital lease liability                                                                                                   3,618                 2,876

    Other current liabilities                                                                                                 1,097                 1,467

    Total current liabilities                                                                                                36,485                45,462


    LONG-TERM LIABILITIES

    Deferred tax liability                                                                                                   11,280                12,295

    Regulatory liability, non-current                                                                                         1,417                 1,251

    Capital lease liability, non-current                                                                                      2,780                 5,177

    Other long-term liabilities                                                                                               3,113                 3,286

    Total long-term liabilities                                                                                              18,590                22,009


    NOTES PAYABLE, less current portion                                                                                      49,392                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;                                                             1,578                 1,575
          Issued and outstanding: 10,519,728 and 10,504,734 shares
          as of December 31, 2016 and  2015, respectively

    Capital in excess of par value                                                                                           64,092                63,985

    Retained earnings                                                                                                        27,287                29,929
                                                                                                                             ------                ------

    Total stockholders' equity                                                                                               92,957                95,489
                                                                                                                             ------                ------

    TOTAL CAPITALIZATION                                                                                                    142,349               129,916
                                                                                                                            -------               -------

    TOTAL LIABILITIES AND CAPITALIZATION                                                                                   $197,424              $197,387
                                                                                                                           ========              ========


                                      Gas Natural Inc. and Subsidiaries

                                    Consolidated Statements of Cash Flows

                                                (in thousands)

                                                                                   Years Ended December 31,


                                                                                         2016                    2015
                                                                                         ----                    ----

    CASH FLOWS FROM OPERATING ACTIVITIES

    Net income                                                                           $513                  $4,688

    Less (loss) incomefrom discontinued operations                                       (12)                  3,519

    Incomefrom continuing operations                                                      525                   1,169

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

    Depreciation and amortization                                                       8,034                   7,236

    Accretion                                                                               -                     21

    Amortization of debt issuance costs                                                   487                     656

    Provision for doubtful accounts                                                       182                     278

    Amortization of deferred loss on sale-leaseback                                     1,015                     358

    Stock based compensation                                                              107                     161

    Loss (gain) on sale of assets                                                         589                   (118)

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

    Change in fair value of derivative financial
     instruments                                                                        (193)                   (96)

    Deferred income taxes                                                               (702)                  2,150

    Changes in assets and liabilities:

    Accounts receivable, including related parties                                      (451)                  1,293

    Unbilled gas                                                                        (261)                    658

    Natural gas inventory                                                                 683                   1,239

    Accounts payable, including related parties                                         1,271                 (4,665)

    Regulatory assets and liabilities                                                 (1,148)                (1,283)

    Other assets                                                                          427                   (680)

    Other liabilities                                                                   1,472                   1,122
                                                                                        -----                   -----

    Net cash provided by operating activities of
     continuing operations                                                             11,365                   9,424


    CASH FLOWS FROM INVESTING ACTIVITIES

    Capital expenditures                                                              (7,525)                (9,567)

    Proceeds from sale of fixed assets                                                     25                   4,054

    Proceeds from note receivable                                                           -                     92

    Customer advances for construction                                                     78                      33

    Contributions in aid of construction                                                1,351                   1,193
                                                                                        -----                   -----

    Net cash used in investing activities of continuing
     operations                                                                       (6,071)                (4,195)


    CASH FLOWS FROM FINANCING ACTIVITIES

    Proceeds from lines of credit                                                      24,750                  14,150

    Repayments of lines of credit                                                    (27,050)               (27,161)

    Proceeds from notes payable, including related
     parties                                                                           53,993                   8,000

    Repayments of notes payable, including related
     parties                                                                         (45,715)                (6,542)

    Payments of capital lease obligations                                             (3,328)                (1,845)

    Debt issuance costs paid                                                          (1,990)                  (235)

    Restricted cash - debt service fund                                                   948                       -

    Dividends paid                                                                    (3,155)                (5,670)
                                                                                       ------                  ------

    Net cash used in financing activities of continuing
     operations                                                                       (1,547)               (19,303)


    DISCONTINUED OPERATIONS

    Operating cash flows                                                                 (12)                    845

    Investing cash flows                                                                    -                 14,371
                                                                                          ---

    Net cash (used in) provided by discontinued
     operations                                                                          (12)                 15,216
                                                                                          ---                  ------


    NET INCREASE IN CASH AND CASH EQUIVALENTS                                           3,735                   1,142

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


    CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $6,463                  $2,728
                                                                                       ======                  ======


                                                           
    Gas Natural Inc. and Subsidiaries
       Natural Gas Operations


    Utility Throughput


                               Three Months Ended December 31,                          Years Ended December 31,
                               -------------------------------                          ------------------------

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


    Full service distribution:

    Energy West Montana (MT)                              1,064                                                 1,037    3,080  3,076

    Frontier Natural Gas (NC)                               288                                                   258    1,014    926

    Bangor Gas (ME)                                         530                                                   473    1,528  1,727

    Ohio Companies (OH)                                   1,163                                                   968    3,419  3,560

    Public Gas (KY)                                           -                                                   19        -   111
                                                            ---                                                  ---      ---   ---

    Total full service
     distribution                                         3,045                                                 2,755    9,041  9,400


    Transportation                                        2,812                                                 2,504   11,377 10,610

    Bucksport                                                 5                                                    60      139    597
                                                            ---                                                   ---      ---    ---


    Total volumes                                         5,862                                                 5,319   20,557 20,607
                                                          =====                                                 =====   ====== ======


    Heating Degree Days

                                                                      Three Months Ended              Percent Colder (Warmer)

                                                                         December 31,                     2016 Compared to
                                                                         ------------                     ----------------

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


    Great Falls, MT                            2,570        2,872                    2,683                 11.75%                  7.04%

    Bangor, ME                                 2,526        2,564                    2,321                  1.50%                 10.47%

    Elkin, NC                                  1,469        1,435                    1,174                (2.31%)                 22.23%

    Lancaster, OH                              2,402        1,853                    1,462               (22.86%)                 26.74%

                        Total Weighted Average   2,443        2,361                    2,088                (3.36%)                 13.07%



                                                                    Years Ended                 Percent Colder (Warmer)

                                                                    December 31,                  2016 Compared to
                                                                    ------------                  ----------------

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


    Great Falls, MT                            6,929        7,049                    6,916                  1.73%                  1.92%

    Bangor, ME                                 7,483        7,174                    8,058                (4.13%)               (10.97%)

    Elkin, NC                                  3,837        4,029                    3,831                  5.00%                  5.17%

    Lancaster, OH                              5,889        5,053                    5,281               (14.20%)                (4.32%)

                        Total Weighted Average   6,403        6,101                    6,211                (4.72%)                (1.77%)


     
    Gas Natural Inc. and SubsidiariesReconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income(2)


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

                        December 31,                                       December 31,
                        ------------                                       ------------

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

    GAAP net income                              $1,315                   $203                     $513        $4,688

    Add back, pre-tax:

    Non-recurring legal,
     professional and
     settlement costs                             1,251                    484                    4,242         2,498

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

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

    Loss on disposal of
     assets                                          50                  (468)                     581           335

    Tax effect of non-GAAP
     continuing operations
     items(1)                                     (470)                   152                  (1,515)      (1,502)

    Discontinued operations                           5                    526                       12       (3,519)

    Non-GAAP Adjusted net
     income(2)                                   $2,151                   $897                   $3,161        $3,611
                                                 ======                   ====                   ======        ======


    Non-GAAP Adjusted net
     income per diluted
     share(2)                                     $0.20                  $0.09                    $0.30         $0.34
                                                  =====                  =====                    =====         =====



    (1)             Applies an effective tax rate of
                    36.1%, 37.2%, 36.5% and 38.1% 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 Income and Adjusted
                    EBITDA, or earnings before interest,
                    taxes, depreciation, amortization,
                    accretion, non-recurring 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
                    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 Income to Non-GAAP Adjusted EBITDA(2)


    (in thousands)                              Three Months Ended                       Years Ended

                        December 31,                                        December 31,
                        ------------                                        ------------

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

    GAAP net income                              $1,315                     $203                      $513   $4,688

    Add back:

    Net interest expense                            856                    1,037                     3,169    3,604

    Income tax (benefit)
     expense                                        365                       74                     (707)     417

    Depreciation,
     amortization and
     accretion                                    2,053                    1,909                     8,034    7,257

    Non-recurring legal,
     professional and
     settlement costs                             1,251                      484                     4,242    2,498

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

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

    Loss (gain) on disposal
     of assets                                       50                    (468)                      581      335

    Discontinued operations                           5                      526                        12  (3,519)

    Non-GAAP Adjusted
     EBITDA(2)                                   $5,895                   $3,765                   $15,172  $16,391
                                                 ======                   ======                   =======  =======



    (2)           Non-GAAP Financial Measures:

                  The Company believes that, when used
                   in conjunction with GAAP measures,
                   Adjusted Net Income and Adjusted
                   EBITDA, or earnings before interest,
                   taxes, depreciation, amortization,
                   accretion, non-recurring 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 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.