Acquisitions	12 Months Ended
Dec. 31, 2013
Text Block [Abstract]
Acquisitions	ACQUISITIONS Eastern Shore Gas Company On May 31, 2013, the Maryland PSC approved the acquisition of ESG (see Note 18, Rates and Other Regulatory Activities, for additional information regarding this approval). Upon receiving this approval, we completed the purchase of the operating assets of ESG, which was not related to, or affiliated with, our interstate natural gas transmission subsidiary, Eastern Shore. We paid approximately $16.5 million at the closing of the transaction, which was subject to certain adjustments specified in the asset purchase agreement. During the third quarter of 2013, the purchase price was reduced by $543,000 due to adjustments to property, plant and equipment, propane inventory, accounts receivable and other accrued liabilities. The purchase price included approximately $726,000 of sales tax related to the transaction. We financed the acquisition using unsecured short-term debt. Approximately 11,000 residential and commercial underground propane distribution system customers and 500 bulk propane delivery customers acquired in the transaction are being served by our new subsidiary, Sandpiper, and our propane distribution subsidiary, Sharp, respectively. Sandpiper's operations, which cover all of Worcester County, Maryland, are now subject to rate and service regulation by the Maryland PSC. We are evaluating the potential conversion of some of the underground propane distribution systems to natural gas distribution. Although these customers are currently being served with propane, we classify Sandpiper's operations as natural gas distribution in the Regulated Energy segment. In connection with this acquisition, we recorded $12.6 million in property, plant and equipment, $344,000 in propane inventory, $2.5 million in accounts receivable and accrued revenue and $227,000 in other current liabilities, which included the effect of the purchase price adjustment in the third quarter of 2013. All but insignificant amounts of assets and liabilities are recorded in the regulated energy segment. No goodwill or intangible asset was recorded from this acquisition. The allocation of the purchase price and valuation of assets are preliminary, and we will complete the final purchase price allocation as soon as practicable, but no later than one year from the purchase of the assets. Sales tax of approximately $726,000 included in the purchase price was expensed as a transaction cost and was reflected in other taxes in the accompanying consolidated statements of income for the year ended December 31, 2013. The revenue and net income from this acquisition for the year ended December 31, 2013, included in our consolidated statement of income was $9.8 million and $309,000, respectively. At the closing of this transaction, we entered into a capacity, supply and operating agreement with EGWIC, an affiliate of the seller for a term of six years. Pursuant to this agreement, Sandpiper has access to 13 propane storage tanks, with total storage capacity of 570,000 gallons in Worcester County, Maryland to meet its supply requirements. For this access, Sandpiper has agreed to pay a monthly fee of $42,000 for the first annual period and a monthly fee of $125,000 for the remaining term of the agreement. Sandpiper will also purchase propane supply (initially estimated at approximately 7.4 million gallons of annual contract volume) from EGWIC over the same six-year period. Sandpiper has the option to pay a fixed per-gallon price for some or all of the propane purchases under this agreement or a market-based price using one of two local propane pricing indices. As further discussed in Note 18, Rates and Other Regulatory Activities, the cost of the capacity, supply and operating agreement will be recovered as a fuel cost in Sandpiper's new annual GSR filing. Due to the specific property involved and the fixed monthly payments for the use of the storage capacity, the capacity portion of the capacity, supply and operating agreement is accounted for as a capital lease. As a result, we recorded a corresponding capital lease asset and capital lease obligation of $7.1 million at the inception of the agreement. During the year ended December 31, 2013, we recorded approximately $144,000 and $147,000, respectively, for the interest on the capital lease obligation and amortization of the capital lease asset. Since the entire amount of the capacity payments is expected to be recovered through the GSR mechanism, the timing and amount of the expense recognition, as well as the presentation of the expenses, will also follow the regulatory accounting. Other Acquisitions On December 2, 2013, we acquired certain operating assets of Fort Meade for approximately $792,000. The purchased assets are used to provide natural gas distribution service in the City of Fort Meade, Florida. In connection with this acquisition we recorded $670,000 in property, plant and equipment, $14,000 in inventory, $150,000 in goodwill and $42,000 in other current liabilities. Valuation of certain property, plant and equipment is preliminary and may be adjusted in the future based upon the final valuation, but no later than one year from the date of acquisition. All of the goodwill is expected to be deductible for income tax purposes. The revenue and net income from this acquisition that were included in our consolidated statement of income for the year ended December 31, 2013 were not material. On June 7, 2013, we acquired the operating assets of Austin Cox for approximately $600,000. The purchased assets are used to provide heating, ventilation and air conditioning, plumbing and electrical services to residential, commercial and industrial customers throughout the lower Delmarva Peninsula. In connection with this acquisition, we recorded $105,000 in property, plant and equipment, $30,000 in inventory, $250,000 as an intangible asset related to a non-compete agreement to be amortized over five years beginning in July 2013 and $237,000 in goodwill. All of the goodwill is expected to be deductible for income tax purposes. The revenue and net income from this acquisition that were included in our consolidated statement of income for the year ended December 31, 2013 were not material. On February 5, 2013, we purchased the propane operating assets of Glades for approximately $2.9 million. The purchased assets are used to provide propane distribution service to approximately 3,000 residential and commercial customers in Okeechobee, Glades and Hendry Counties, Florida. In connection with this acquisition, we recorded $1.6 million in property, plant and equipment, $502,000 in propane and other inventory, $300,000 in an intangible asset related to Glades’ customer list, to be amortized over 12 years beginning in February 2013 and $453,000 in goodwill. All of the goodwill is expected to be deductible for income tax purposes. The revenue and net income from this acquisition that were included in our consolidated statement of income for the year ended December 31, 2013 were not material. In December 2011 and January, 2012, we purchased the propane operating assets of Crescent and Barefoot Bay Propane Gas Company for total consideration of approximately $954,000. In connection with these acquisitions, we recorded $200,000 in goodwill, all of which is deductible for income tax purposes. There was no intangible asset other than goodwill recorded in connection with these acquisitions. The revenue and net income from these acquisitions, which are included in our consolidated statements of income, are not material.

ACQUISITIONS

Eastern Shore Gas Company

On May 31, 2013, the Maryland PSC approved the acquisition of ESG (see Note 18, Rates and Other Regulatory Activities, for additional information regarding this approval). Upon receiving this approval, we completed the purchase of the operating assets of ESG, which was not related to, or affiliated with, our interstate natural gas transmission subsidiary, Eastern Shore. We paid approximately $16.5 million at the closing of the transaction, which was subject to certain adjustments specified in the asset purchase agreement. During the third quarter of 2013, the purchase price was reduced by $543,000 due to adjustments to property, plant and equipment, propane inventory, accounts receivable and other accrued liabilities. The purchase price included approximately $726,000 of sales tax related to the transaction. We financed the acquisition using unsecured short-term debt.

Approximately 11,000 residential and commercial underground propane distribution system customers and 500 bulk propane delivery customers acquired in the transaction are being served by our new subsidiary, Sandpiper, and our propane distribution subsidiary, Sharp, respectively. Sandpiper's operations, which cover all of Worcester County, Maryland, are now subject to rate and service regulation by the Maryland PSC. We are evaluating the potential conversion of some of the underground propane distribution systems to natural gas distribution. Although these customers are currently being served with propane, we classify Sandpiper's operations as natural gas distribution in the Regulated Energy segment.

In connection with this acquisition, we recorded $12.6 million in property, plant and equipment, $344,000 in propane inventory, $2.5 million in accounts receivable and accrued revenue and $227,000 in other current liabilities, which included the effect of the purchase price adjustment in the third quarter of 2013. All but insignificant amounts of assets and liabilities are recorded in the regulated energy segment. No goodwill or intangible asset was recorded from this acquisition. The allocation of the purchase price and valuation of assets are preliminary, and we will complete the final purchase price allocation as soon as practicable, but no later than one year from the purchase of the assets.

Sales tax of approximately $726,000 included in the purchase price was expensed as a transaction cost and was reflected in other taxes in the accompanying consolidated statements of income for the year ended December 31, 2013. The revenue and net income from this acquisition for the year ended December 31, 2013, included in our consolidated statement of income was $9.8 million and $309,000, respectively.

At the closing of this transaction, we entered into a capacity, supply and operating agreement with EGWIC, an affiliate of the seller for a term of six years. Pursuant to this agreement, Sandpiper has access to 13 propane storage tanks, with total storage capacity of 570,000 gallons in Worcester County, Maryland to meet its supply requirements. For this access, Sandpiper has agreed to pay a monthly fee of $42,000 for the first annual period and a monthly fee of $125,000 for the remaining term of the agreement. Sandpiper will also purchase propane supply (initially estimated at approximately 7.4 million gallons of annual contract volume) from EGWIC over the same six-year period. Sandpiper has the option to pay a fixed per-gallon price for some or all of the propane purchases under this agreement or a market-based price using one of two local propane pricing indices. As further discussed in Note 18, Rates and Other Regulatory Activities, the cost of the capacity, supply and operating agreement will be recovered as a fuel cost in Sandpiper's new annual GSR filing.

Due to the specific property involved and the fixed monthly payments for the use of the storage capacity, the capacity portion of the capacity, supply and operating agreement is accounted for as a capital lease. As a result, we recorded a corresponding capital lease asset and capital lease obligation of $7.1 million at the inception of the agreement. During the year ended December 31, 2013, we recorded approximately $144,000 and $147,000, respectively, for the interest on the capital lease obligation and amortization of the capital lease asset. Since the entire amount of the capacity payments is expected to be recovered through the GSR mechanism, the timing and amount of the expense recognition, as well as the presentation of the expenses, will also follow the regulatory accounting.

Other Acquisitions

On December 2, 2013, we acquired certain operating assets of Fort Meade for approximately $792,000. The purchased assets are used to provide natural gas distribution service in the City of Fort Meade, Florida. In connection with this acquisition we recorded $670,000 in property, plant and equipment, $14,000 in inventory, $150,000 in goodwill and $42,000 in other current liabilities. Valuation of certain property, plant and equipment is preliminary and may be adjusted in the future based upon the final valuation, but no later than one year from the date of acquisition. All of the goodwill is expected to be deductible for income tax purposes. The revenue and net income from this acquisition that were included in our consolidated statement of income for the year ended December 31, 2013 were not material.

On June 7, 2013, we acquired the operating assets of Austin Cox for approximately $600,000. The purchased assets are used to provide heating, ventilation and air conditioning, plumbing and electrical services to residential, commercial and industrial customers throughout the lower Delmarva Peninsula. In connection with this acquisition, we recorded $105,000 in property, plant and equipment, $30,000 in inventory, $250,000 as an intangible asset related to a non-compete agreement to be amortized over five years beginning in July 2013 and $237,000 in goodwill. All of the goodwill is expected to be deductible for income tax purposes. The revenue and net income from this acquisition that were included in our consolidated statement of income for the year ended December 31, 2013 were not material.

On February 5, 2013, we purchased the propane operating assets of Glades for approximately $2.9 million. The purchased assets are used to provide propane distribution service to approximately 3,000 residential and commercial customers in Okeechobee, Glades and Hendry Counties, Florida. In connection with this acquisition, we recorded $1.6 million in property, plant and equipment, $502,000 in propane and other inventory, $300,000 in an intangible asset related to Glades’ customer list, to be amortized over 12 years beginning in February 2013 and $453,000 in goodwill. All of the goodwill is expected to be deductible for income tax purposes. The revenue and net income from this acquisition that were included in our consolidated statement of income for the year ended December 31, 2013 were not material.

In December 2011 and January, 2012, we purchased the propane operating assets of Crescent and Barefoot Bay Propane Gas Company for total consideration of approximately $954,000. In connection with these acquisitions, we recorded $200,000 in goodwill, all of which is deductible for income tax purposes. There was no intangible asset other than goodwill recorded in connection with these acquisitions. The revenue and net income from these acquisitions, which are included in our consolidated statements of income, are not material.