10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND

EXCHANGE ACT OF 1934

For The Quarter Ended June 30, 2004

0-643

Corning Natural Gas Corporation

(Commission File Number)

(Exact name of registrant as specified in its charter)

New York

16-0397420

(State or other jurisdiction of

(IRS Employer ID No)

incorporation or organization)

330 W William Street, PO Box 58, Corning, New York 14830

(Address of principal executive offices)

607-936-3755

(Registrants telephone number, including area code)

 

Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 Or 15(d) of the Exchange Act of 1934 during the past 12 months and (2) has been subject to such filing requirements for at least the past 90 days. Yes X No ______.

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ____ No _X__.

Number of shares of Common Stock outstanding at the end of the quarter. 506,918

There is only one class of Common Stock and no Preference Stock outstanding.

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Consolidated Balance Sheets

Unaudited

Form 10 QSB

Assets

June 30, 2004

September 30, 2003

Plant:

Utility property, plant and equipment

$25,502,074

$24,953,757

Non-utility - property, plant and equipment

1,856,899

1,803,271

Less accumulated depreciation

10,095,556

9,617,894

Total plant utility and non-utility net

17,263,417

17,139,134

Investments:

Marketable securities available for sale at fair value

2,064,427

1,741,050

Investment in joint venture and associated companies

198,189

201,151

Total investments

2,262,616

1,942,201

Current assets:

Cash and cash equivalents

311,154

266,160

Customer accounts receivable, less allowance for uncollectibles

1,575,773

1,274,897

Notes Receivable

47,000

43,000

Gas stored underground, at average cost

2,376,688

3,175,948

Gas and appliance inventories

224,493

231,217

Prepaid expenses

859,189

707,510

Total current assets

5,394,297

5,698,732

Deferred debits and other assets:

Regulatory assets:

Income taxes recoverable through rates

1,016,661

1,016,661

Unrecovered gas costs

(240,840)

1,151,694

Other

954,945

1,134,986

Goodwill net of amortization

1,493,719

1,493,719

Unamortized debt issuance cost

269,564

285,084

Other

947,359

873,705

Total deferred debits and other assets

4,441,408

5,955,849

Total assets

$29,361,738

$30,735,916

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Consolidated Balance Sheets

Unaudited

Form 10 QSB

Capitalization and liabilities:

June 30, 2004

September 30, 2003

Common stockholders equity:

Common stock (common stock $5.00 par value per share.

Authorized 1,000,000 shares; issued and outstanding

506,918 and 482,900 shares at June 30, 2004 and

September 30, 2003, respectively.)

$2,534,590

$2,415,000

Other paid-in capital

959,512

790,886

Retained earnings

1,897,892

2,008,540

Accumulated other comprehensive loss-

net unrealized loss on securities available for sale and

minimum pension liability

(1,679,129)

(1,750,483)

Total common stockholders equity

3,712,865

3,463,943

Long-term debt, less current installments

10,414,485

10,539,867

Current liabilities:

Current portion of long-term debt

309,977

309,977

Borrowings under lines-of-credit

4,524,978

6,550,000

Accounts payable

2,187,667

2,136,859

Accrued expenses

532,987

511,267

Customer deposits and accrued interest

620,072

1,300,797

Deferred income taxes

0

570,083

Total current liabilities

8,175,681

11,378,983

Deferred credits and other liabilities:

Deferred income taxes

2,121,084

1,171,966

Deferred compensation and post-retirement

benefits

1,549,727

1,600,187

Deferred pension costs

2,966,866

2,241,547

Other

421,030

339,423

Total deferred credits and other liabilities

7,058,707

5,353,123

Concentrations and commitments

Total capitalization and liabilities

$29,361,738

$30,735,916

 

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Condensed Consolidated Statements of Income

Unaudited

Form 10 QSB

Quarter Ended

Nine Months Ended

June 30, 2004

June 30, 2003

June 30, 2004

June 30, 2003

Utility Operating Revenues

$4,278,032

$4,470,224

$19,731,524

$18,567,338

Cost and Expense

Natural Gas Purchased

2,677,484

2,817,762

13,190,862

12,299,362

Operating & Maintenance Expense

1,082,614

1,203,934

3,513,517

3,639,914

Taxes other than Federal Income Taxes

325,888

318,817

1,057,195

1,061,438

Depreciation

128,377

121,479

382,442

367,065

Interest Expense

288,577

329,633

865,924

845,175

Income Tax

(66,470)

(117,008)

373,500

184,037

Other Deductions, Net

4,716

5,443

13,828

14,086

Total Costs and Expenses

4,441,186

4,680,060

19,397,268

18,411,077

Utility Operating Income (Loss)

(163,154)

(209,836)

334,256

156,261

Other Income

31,294

3,348

84,813

21,132

Net (Loss) Income from Utility Operations

(131,860)

(206,488)

419,069

177,393

Net (Loss) Income from Non-Utility Operations

(22,958)

84,017

(209,050)

199,958

Net (Loss) Income from Continued Operations

(154,818)

(122,471)

210,019

377,351

(Loss) Income from Discontinued Operations, Net of Income Tax

(4,529)

(83,781)

(32,451)

(115,624)

Net (Loss) Income

(159,347)

(206,252)

177,568

261,727

Other Comprehensive Income

(3,045)

83,674

71,354

358,495

Total Comprehensive Income

($162,392)

($122,578)

$248,922

$620,222

Weighted average earnings per share-

basic & diluted

($0.314)

($0.427)

$0.356

$0.551

Weighted average earnings per share = Net income as shown above divided

by 506,918 and 483,000 shares for quarters ended June 30, 2004 and 2003, respectively and

498,912 and 475,333 shares for nine months ended June 30, 2004 and 2003, respectively.

 

 

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Consolidated Statements of Cash Flows

For the Nine Months Ended June 30, 2004 and 2003

Unaudited

Form 10-QSB

2004

2003

Cash flows from operating activities:

Net income

$177,568

$261,727

Adjustments to reconcile net income to net cash

used in operating activities:

Depreciation and amortization

488,386

616,210

(Gain) loss on sale of marketable securities

(40,339)

(17,700)

Deferred income taxes

14,050

220,241

Changes in assets and liabilities:

(Increase) decrease in:

Accounts receivable

(300,876)

(1,112,200)

Gas stored underground

799,260

(59,906)

Gas and appliance inventories

6,724

45,552

Prepaid expenses

(151,679)

(227,952)

Unrecovered gas costs

1,392,534

39,497

Prepaid income taxes

0

(469)

Deferred charges - pension and other

117,907

696,448

Increase (decrease) in:

Accounts payable

50,808

314,869

Customer deposit liability

(680,725)

(379,161)

Accrued general taxes

0

(57,513)

Other liabilities and deferred credits

1,067,963

60,348

Net cash provided by operating activities

2,941,581

399,991

Cash flow from investing activities:

Purchase of securities available for sale

(144,238)

(158,247)

Capital expenditures, net of minor disposals

(601,945)

(892,601)

Net cash used in investing activities

(746,183)

(1,050,848)

Cash flows from financing activities:

Net borrowings under lines-of-credit

(2,025,022)

655,000

Repayment of long-term debt

(125,382)

(97,532)

Net cash provided by (used in) financing activities

(2,150,404)

557,468

Net increase (decrease) in cash

44,994

(93,389)

Cash and cash equivalents at beginning of period

266,160

281,036

Cash and cash equivalents at end of period

$311,154

$187,647

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest

$929,727

$923,294

Income taxes

$14,000

$201,898

 

 

 

Corning Natural Gas Corporation

Notes to Consolidated Financial Statements

Note A: Basis of Presentation

The information furnished herewith reflects all adjustments, which are in the opinion of management necessary to a fair statement of the results for the period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principals generally accepted in the United States of America have been condensed or omitted pursuant to SEC rules and regulations, although the Company believes the disclosures which are made are adequate to make the information presented not misleading.

The condensed consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys latest annual report on Form 10-KSB. These unaudited interim financial statements have not been audited or certified by a firm of certified public accountants.

Note B: New Accounting Standards

In December 2003, the FASB issued a revised SFAS No. 132, "Employers Disclosures about Pensions and Other Post-retirement Benefits," which added disclosure requirements for defined benefit plans. The annual disclosure requirements are effective for the Companys fiscal year ending 2004. The disclosures provided by the Company in its 2003 annual report on Form 10-K comply with most of the annual disclosure requirements of the new Statement. In its 2004 annual report, the Company will enhance its disclosure of investment strategies and the basis for determining the long-term rate of return on plan assets assumption. Also, the Company will provide information related to the amount and timing of expected future benefit payments. Under SFAS No. 132, companies are now required to report the various elements of pension benefit costs on a quarterly basis. The quarterly disclosure requirements were effective beginning the second quarter of fiscal year 2004, and the Company has included interim disclosures under Pension and Other Postretirement Benefits below.

In December 2003, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition," which updates the guidance in SAB No. 101, integrates the related set Frequently Asked Questions, and recognizes the role of EITF 00-21. The adoption of SAB No. 104 did not have a material effect on the Companys consolidated financial statements.

In January 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46, "Consolidation of variable Interest entities and interpretation of ARB 51" (FIN 46). FIN 46 addresses when a company should include in its financial statements the assets, liabilities and activities of a variable interest entity. It defines variable interest entities as those entities with a business purpose that either do not have equity investors with voting rights in proportion to such investors equity for the entity to support its activities and have equity investors that lack a controlling financial interest. FIN 46 also requires disclosures about variable interest entities that a company is not required to consolidate, but in which it has a significant variable interest. FIN 46 consolidation requirements apply immediately to variable interest entities created on or obtained after January 31, 2003, but this had no impact on the Companys 2003 financial statements. A modification to FIN 46 ("FIN 46R") was released on December 17, 2003. FIN 46R delayed the effective date for variable interest entities created before February 1, 2003, with the exception of special-purpose entities, until the first fiscal year or interim period after December 15, 2003. As of January 1, 2004, the Company adopted FIN 46R. In conjunction with this adoption, the Company performed an evaluation of variable interest entities in which it has an ownership, contractual or other monetary interest and adopted FIN 46R. The adoption of FIN 46R did not have a material effect on the Companys condensed consolidated financial statements.

 

 

Note C: Dividends

On November 13, 2003 the Companys Board of Directors approved a stock dividend of 5% of the Companys common stock payable on or about December 31, 2003 to stockholders of record on December 1, 2003.

Note D - Pension and Other Post-retirement Benefit Plans

The following illustrates the disclosures of a publicly traded entity for the third fiscal quarter beginning after September 30, 2003.

Components of Net Period Benefit Cost

Three months ended June 30, 2004

Pension Benefits

Other Benefits

2004

2003

2004

2003

Service cost

$

114,596

$

93,666

$

9,971

$

8,682

Interest cost

185,047

184,084

17,737

19,883

Expected return on plan assets

(164,256)

(163,889)

0

0

Amortization of prior service cost

28,720

28,720

15,606

15,606

Amortization of net (gain) loss

114,431

68,164

(3,111)

(3,229)

Net periodic benefit cost

$

278,538

$

210,745

$

40,203

$

40,942

Nine months ended June 30, 2004

Pension Benefits

Other Benefits

2004

2003

2004

2003

Service cost

$

343,788

$

280,998

$

29,913

$

26,045

Interest cost

555,140

552,253

53,212

59,650

Expected return on plan assets

(492,767)

(491,666)

0

0

Amortization of prior service cost

86,159

86,159

46,819

46,819

Amortization of net (gain) loss

343,293

204,491

(9,332)

(9,686)

Net periodic benefit cost

$

835,613

$

632,235

$

120,612

$

122,828

 

The required contribution for plan year ended December 31, 2003 is $447,268 of which a payment of $118,916 has been made. The remaining payments of $328,352 will be made prior to September 15, 2004.

Note E: Subsequent Event

On July 8, 2004, the Company sold the assets of Foodmart Plaza LLC for $1,300,000. Proceeds from the sale were used to pay expenses and payoff the mortgage. A gain was recognized on the sale.

 

 

 

 

 

 

CORNING NATURAL GAS CORPORATIONFORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 2004

Managements Discussion & Analysis

As the Companys business is seasonal, the interim results should not be used as an indication of what results of the fiscal year 2004 may be.

Consolidated revenue of $5,607,000 for the quarter decreased $677,000 compared to the same quarter last year due primarily to a decrease in utility revenue as a result of a decrease in gas costs billed.

Consolidated net loss for the quarter was $159,300 compared to a loss of $206,000 in the same quarter the previous year. A net loss of $131,900 was experienced in the utility operations compared to a loss of $206,500 last year. The loss is due to the seasonality of utility operations and the 2004 improvement is due in part to reduced interest expense due to lower rates and lower outstanding borrowings. In addition, 2004 contains approximately $40,000 of new revenues from the transportation of local production gas. Corning Realty experienced earnings of $89,900 for the quarter compared to earnings of $13,200 for the same quarter last year as the result of reduced advertising, occupancy and commission expenses. The Foodmart Plaza experienced earnings of $15,400 compared to earnings of $16,200 last year. The Tax Center International experienced earnings of $8,300 compared to $40,500 last year due to a reduction in consulting revenues. Corning Mortgage experienced earnings of $2,300 compared to earnings of $14,000 last year.

The former Appliance segment experienced a net loss of $143,500 versus a loss of $83,800 last year. The $143,500 is made up of a loss from discontinued operations of $4,500 and expense allocations (net of tax) of $139,000, which is included in net loss from non-utility operations. The assets of the Appliance Corporation were sold and operations discontinued in September 2003, but that segment still incurs expense allocations that were established in the Companys last rate case by the New York Public Service Commissions (PSCs) December 23, 2002 Order Adopting the Terms of a Joint Proposal (2002 Order). The pre-sale allocations between regulated and unregulated business segments were used as a basis for setting the rates that became effective as of January 11, 2003 and that are to continue through 2005. Upon the sale of the Appliance Corporation assets, the amounts allocated to unregulated operations became overstated and, conversely, the amounts allocated to regulated operations, which would otherwise be recoverable in rates, became understated.

On March 12, 2004, the Company filed with the PSC a petition to amend the Joint Proposal approved in its last rate case. Among the matters highlighted in the Petition as requiring review and modification were:

(a) the allocation of costs between utility and non-utility business functions to reflect the sale of the Companys Appliance business; (b) restrictions on the Companys ability to record as current income the $174,124 annual additional revenues for improving its equity ratio; (c) the treatment of the costs of Pensions and Other Post-Employment Benefits (OPEBs) for prior periods; and (d) the computation of costs pertaining to natural gas stored underground. On July 23, 2004, the Company reached a settlement (Joint Proposal) with the staff of the Public Service Commission. The Joint Proposal represents a negotiated resolution of the issues, and is subject to final approval by the Public Service Commission. The Joint Proposal provides for the release of the $174,124 from rate year 2003 to income, as well as the release of the pro-rata portion of $174,124 for rate year 2004. The Joint Proposal also provides for the filing of a deferral petition for the allocation costs resulting from the sale of the Appliance business. Hence, these costs will be deferred on the Balance Sheet, and subject to a future PSC review for recovery through utility rates. Although the Company cannot predict for certain when the PSC will issue its decision on the July 23 Joint Proposal, it is expected that such action will be taken in fiscal 2004.

 

 

 

 

 

 

 

The Company finances its capital additions, as well as gas purchased, through a combination of internally generated funds and short-term borrowing. For all operations, the Company has $8,000,000 available through lines of credit at local banks, the terms of which are disclosed in the Companys latest annual report on form 10-KSB. It is expected that, on a consolidated basis, current capital resources will continue to be sufficient for the Companys operations over the next twelve months. As described in the Companys Petition to the PSC, however, the sufficiency of cash flow for regulated operations continues to be dependent upon resources from the Companys unregulated operations. The Company currently projects that it will need to refinance a portion of its short-term borrowings as long-term debt to avoid a potential cash flow shortage during 2005. The Companys ability to effect such a refinancing is dependent, in part, on PSC approval of the July 23 Joint Proposal.

Segment Overview:

The following table reflects year to date results of the segments consistent with the Companys internal financial reporting process. The following results are used in part, by management, both in evaluating the performance of, and in allocating resources to, each of these segments.

 

 

 

Gas

Appliance

Tax

Corning

Foodmart

Corning

Company

Corporation

Center

Realty

Plaza

Mortgage

Total

Revenue:( 1)

04

$

19,731,524

112,972

447,183

2,818,383

188,431

16,329

$

23,314,822

03

$

18,567,338

1,763,516

440,889

2,852,392

198,108

46,923

$

23,869,166

Net income (loss):

04

$

419,069

(417,110)

61,283

66,897

40,449

6,980

$

177,568

03

$

177,393

(115,113)

107,201

38,399

31,495

22,352

$

261,727

Interest Income: (1)

04

$

84,036

69,985

10,798

--------

--------

--------

$

164,819

03

$

20,094

53,274

7,371

--------

--------

--------

$

80,739

Interest Expense: (1)

04

$

865,924

14,566

--------

64,138

32,648

5,682

$

982,958

03

$

845,175

14,418

121

66,928

47,409

8,596

$

982,647

Total assets: (1)&(2)

04

$

28,940,456

3,893,566

682,468

1,617,269

1,118,945

198,391

$

36,451,095

03

$

28,320,077

3,929,975

606,691

1,741,915

1,154,930

216,605

$

35,970,193

Depreciation and amortization:

04

$

398,611

2,700

12,062

50,127

24,886

--------

$

488,386

03

$

377,564

159,838

10,408

44,502

23,898

--------

$

616,210

Income tax expense(benefit):

04

$

373,500

(139)

30,466

34,462

(20,837)

2,210

$

419,662

03

$

184,037

(61,879)

54,372

22,536

(19,626)

11,867

$

191,307

 

(1) Before elimination of intercompany transactions.

(2) Total assets include property, plant and equipment, accounts receivable, inventories, cash and other amounts specifically related to each identified segment.

Interest income and expense have been displayed in the segment in which it has been earned or incurred. Segment interest expense other than the Gas Company is included within unregulated expenses in the consolidated statements of income.

There were no sales of unregistered securities (debt of equity) during the quarter ended June 30, 2004.

Controls and Procedures

a. Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this quarterly report Form 10-QSB the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15). Based upon that evaluation, or Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that material information relating to us and our consolidated subsidiaries is recorded, processed, summarized and reported in a timely manner.

b. Changes in Internal Controls. There have been no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

SIGNATURESIn accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:

August 13, 2004

____________________________________

Thomas K. Barry, Chairman of the Board,

President and CEO.

 

Date:

August 13, 2004

____________________________________

Kenneth J. Robinson, Chief Financial Officer

 

 

 

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES/OXLEY ACT OF 2002

 

 We, Thomas K. Barry and Kenneth J. Robinson, certify that:
1. We have reviewed this quarterly report on Form 10-QSB of Corning Natural Gas Corporation,

2. Based on our knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on our knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. We are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. We have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors:
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
6. We have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: August 13, 2004 

________________________________

__________________________________

Thomas K. Barry, Chairman of the Board,

Kenneth J. Robinson, Executive Vice

Chief Executive Officer

President, Chief Financial Officer

 

 

 

 

 

 

 

Corning Natural Gas Corporation Certification under Section 906 of the Sarbanes/Oxley Act filed as part of the 10 QSB for Quarter Ended June 30, 2004.

Presented on signature page of 10 QSB

 

 

CERTIFICATION

 

Each of the undersigned hereby certifies in his capacity as an officer of Corning Natural Gas Corporation (the "Company") that the Quarterly Report of the Company on Form 10-QSB for the period ended June 30, 2004 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period.

 

Dated: August 13, 2004

 ______________________________

Thomas K. Barry, Chairman of the Board,

Chief Executive Officer

 

 

 

 ______________________________

Kenneth J. Robinson, Executive Vice President,

Chief Financial Officer