Stockholders' Equity

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Stockholders’ Equity

Note 18 – Stockholders’ Equity

Share Repurchase Plan

The Company’s common stock trades on the NYSE MKT Equities under the symbol “EGAS.” The Board of Directors approved a stock repurchase plan whereby the Company has the ability to buy back up to 448,500 shares of the Company’s common stock. As of December 31, 2014, there has been no share repurchase activity.

Stock Compensation

During the years ended December 31, 2014, 2013 and 2012, the Company recorded $316,985, $2,962 and $9,406, respectively, of stock-based compensation expense. As of December 31, 2014, there was $49,544 of total unrecognized compensation cost related to stock-based compensation that will be recognized through July 21, 2017.

2002 Stock Option Plan

The Energy West Incorporated 2002 Stock Option Plan expired on October 4, 2012 and provided for the issuance of up to 300,000 options to purchase the Company’s common stock to be issued to certain key employees. Pursuant to the plan, the options vest over four to five years and are exercisable over a five to ten-year period from date of issuance. The fair value of each option grant was estimated on the grant date using the Black-Scholes option pricing model.

A summary of the status of the outstanding stock options is as follows:

			Weighted		Aggregate
	Number of		Average		Intrinsic
	Shares		Exercise Price		Value
Outstanding December 31, 2012		35,000	$	8.66	$	31,550
Granted		-	$	-
Exercised		(20,000)	$	7.98
Expired		(10,000)	$	10.15
Outstanding December 31, 2013		5,000	$	8.44	$	-
Granted		-	$	-
Exercised		(5,000)	$	8.44
Forfeited		-	$	-
Expired		-	$	-
Outstanding December 31, 2014		-	$	-	$	-
Exerciseable December 31, 2014		-	$	-	$	-

2012 Incentive and Equity Award Plan

The 2012 Incentive and Equity Award Plan provides for the grant of options, restricted stock, performance awards, other stock-based awards and cash awards to certain eligible employees and directors. The number of shares authorized for issuance under the plan is 500,000.

On March 26, 2014, in order to further align the directors’ interests with those of the Company’s shareholders, the board granted an award of the Company’s common stock to each current director of Gas Natural. The total number of shares awarded was 30,833 with a grant date fair value of $0.3 million. The award was not conditional on any future performance or event and as such, the award was fully expensed on the grant date. These shares were issued on April 3, 2014.

On July 21, 2014, in conjunction with his employment agreement, the Company granted 5,000 shares of restricted stock to Gregory J. Osborne, chief executive officer and a director of the Company. These shares had a grant date fair value of $58,200 and will vest ratably through July 21, 2017. During the vesting period, each restricted share has the same rights to dividend distributions and voting as any other common share of the Company.

	Restricked Stock
	Awards
Outstanding, December 31, 2013	-
Granted	5,000
Vested	-
Forfeited	-
Outstanding, December 31, 2014	5,000

2012 Non-Employee Director Stock Award Plan

The 2012 Non-Employee Director Stock Award Plan allows each non-employee director to receive his or her fees in shares of the Company’s common stock by providing written notice to the Company. The number of shares authorized for issuance under the plan is 250,000. As of December 31, 2014, no shares had been issued under the plan.

Restrictions on Dividends

The Company’s subsidiaries are subject to several restrictions on the amounts that they can distribute to the holding company. In addition to the debt covenants discussed in Note 17 – Credit Facilities and Long-Term Debt, the MPUC, MPSC, NCUC and WPSC have each placed ring fencing provisions over the subsidiary companies in their jurisdictions. The ring fencing provisions and debt covenants act to limit the dividends and distributions of the various subsidiaries to the holding company, which limit the funds available to be paid as dividends to the Company’s shareholders.

The most limiting of the restrictions on the net assets of the Company’s subsidiaries are the Sun Life debt covenant restriction on distributions to the holding company from its obligors and the MPSC restriction, related to the November 25, 2014 BOA line of credit amendment, which restricts distributions to the holding company from Energy West and its Montana, Maine, or North Carolina subsidiaries.

The total restricted net assets of consolidated subsidiaries related to the Company’s debt covenants and ring fencing restrictions is $92.3 million, which accounts for 95.7% of Gas Natural Inc.’s net assets of $96.5 million at December 31, 2014.