CNG10QSB

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 December 31, 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.

 

 

 

 

 

PART I FINANCIAL INFORMATION

Item 1 Financial Statements

Consolidated Balance Sheets at December 31, 2004 (Unaudited) and September 30, 2004

Condensed Consolidated Statements of Income for the Three Months Ended

December 31, 2004 (Unaudited) and 2003 (Unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended

December 31, 2004 (Unaudited) and 2003 (Unaudited)

Notes to Financial Statements

Item 2 Management's Discussion and Analysis

Item 3 Controls and Procedures

PART II OTHER INFORMATION

Item 6 Exhibits

 

 

 

PART I FINANCIAL INFORMATION

Item 1 Financial Statements

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Consolidated Balance Sheets

Unaudited

Form 10 QSB

Assets

December 31, 2004

September 30, 2004

Plant:

Utility property, plant and equipment

$25,967,398

$25,749,195

Non-utility property, plant and equipment

373,120

373,120

Non-utility assets - discontinued operations

186,691

190,766

Less accumulated depreciation

(10,123,511)

(9,953,708)

Total plant utility and non-utility net

16,403,698

16,359,373

Investments:

Marketable securities available for sale at fair value

2,223,184

2,058,709

Investment in joint venture and associated companies

195,071

199,406

Total investments

2,418,255

2,258,115

Current assets:

Cash and cash equivalents

300,884

253,863

Customer accounts receivable, (net of allowance for

uncollectible accounts of $80,000)

2,479,192

910,795

Gas stored underground, at average cost

2,469,281

3,552,908

Gas inventories

230,529

241,802

Prepaid expenses

449,763

619,155

Current assets - discontinued operations

146,879

173,661

Total current assets

6,076,528

5,752,184

Deferred debits and other assets:

Regulatory assets:

Unrecovered gas costs

2,373,209

1,257,783

Deferred pension and other

590,014

612,010

Goodwill (net of accumulated amortization of $521,294)

1,493,719

1,493,719

Unamortized debt issuance cost (net of accumulated

amortization of $259,879)

258,785

264,175

Other

426,647

438,178

Other assets - discontinued operations

497,530

509,774

Total deferred debits and other assets

5,639,904

4,575,639

Total assets

$30,538,385

$28,945,311

See accompanying notes to consolidated financial statements.

 

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Consolidated Balance Sheets

Unaudited

Form 10 QSB

December 31, 2004

September 30, 2004

Capitalization and liabilities:

Common stockholders' equity:

Common stock (common stock $5.00 par

value per share. Authorized 1,000,000 shares;

issued and outstanding 507,000 shares at Dec 31, 2004

and September 30, 2004)

$2,534,590

$2,534,590

Other paid-in capital

959,512

959,512

Retained earnings

2,524,400

2,333,193

Accumulated other comprehensive loss

(939,636)

(990,718)

Total common stockholders' equity

5,078,866

4,836,577

Long-term debt, less current installments

9,705,793

9,786,528

Long-term debt - discontinued operations

75,918

78,735

Total Long-term debt

9,781,711

9,865,263

Current liabilities:

Current portion of long term debt

148,837

79,999

Borrowings under lines-of-credit

6,575,000

6,325,000

Accounts payable

1,955,102

1,356,047

Accrued expenses

500,669

474,873

Customer deposits and accrued interest

1,369,483

1,037,270

Deferred income taxes

273,790

558,681

Other current liabilities - discontinued operations

27,178

61,035

Total current liabilities

10,850,059

9,892,905

Deferred credits and other liabilities:

Deferred income taxes

928,598

928,598

Deferred compensation

1,736,536

1,678,486

Deferred pension costs & post-retirement benefits

1,596,521

1,413,412

Other

320,730

137,638

Other deferred credits and other liabilites - discontinued operations

245,364

192,432

Total deferred credits and other liabilities

4,827,749

4,350,566

Concentrations and commitments

Total capitalization and liabilities

$30,538,385

$28,945,311

See accompanying notes to consolidated financial statements.

 

 

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Condensed Consolidated Statements of Income

Unaudited

Form 10 QSB

Quarter Ended

December 31, 2004

December 31, 2003

Utility Operating Revenues

$5,485,152

$5,036,873

Cost and Expense

Natural Gas Purchased

3,346,732

3,106,158

Operating & Maintenance Expense

1,123,836

1,185,672

Taxes other than Federal Income Taxes

337,924

318,402

Depreciation

128,024

127,346

Interest Expense

324,517

294,812

Income Tax

81,855

34,098

Other Deductions, Net

1,599

4,431

Total Costs and Expenses

5,344,487

5,070,919

Utility Operating Income (Loss)

140,665

(34,046)

Other Income

6,211

31,088

Net Income (Loss) from Utility Operations

146,876

(2,958)

Net Income from Non-Utility Operations

66,501

52,712

Net Income from Continuing Operations

213,377

49,754

Loss from Discontinued Operations, Net of Income Tax

(22,170)

(91,537)

Net Income (Loss)

191,207

(41,783)

Other Comprehensive Income

51,082

64,613

Total Comprehensive Income

$242,289

$22,830

Weighted average earnings per share-

basic & diluted

$0.377

($0.085)

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

by 506,918 and 491,330 shares at December 31, 2004 and 2003, respectively.

 

 

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Consolidated Statements of Cash Flows

For the Quarter Ended December 31, 2004 and 2003

Unaudited

Form 10-QSB

2004

2003

Cash flows from operating activities:

Net income (loss)

$191,207

($41,783)

Adjustments to reconcile net income to net cash

provided by (used in) operating activities:

Depreciation and amortization

155,839

161,924

(Gain) loss on sale of marketable securities

626

(11,735)

Deferred income taxes

(82,978)

(30,262)

Changes in assets and liabilities:

(Increase) decrease in:

Accounts receivable

(1,534,581)

(1,267,657)

Gas stored underground

1,083,627

214,724

Gas inventories

11,273

(645)

Prepaid expenses

186,390

177,912

Unrecovered gas costs

(1,115,426)

(459,716)

Deferred charges - pension and other

27,129

218,956

Increase (decrease) in:

Accounts payable

653,379

200,625

Customer deposit liability

332,213

274,769

Other liabilities and deferred credits

203,162

352,256

Net cash provided by (used in) operating activities

111,860

(210,632)

Cash flow from investing activities:

Purchase of securities available for sale

(81,944)

(37,974)

Capital expenditures, net of minor disposals

(218,203)

(224,273)

Net cash used in investing activities

(300,147)

(262,247)

Cash flows from financing activities:

Net borrowings under lines-of-credit

250,022

500,000

Repayment of long-term debt

(14,714)

(57,531)

Net cash provided by financing activities

235,308

442,469

Net increase (decrease) in cash

47,021

(30,410)

Cash and cash equivalents at beginning of period

253,863

266,160

Cash and cash equivalents at end of period

$300,884

$235,750

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest

$315,985

$299,868

Income taxes

$209,089

$0

 

 

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 Company's 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.

It is the Company&#;s policy to reclassify amounts in the prior year financial statements to conform with the current year presentation.

Note B - New Accounting Standards

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs" (SFAS 151). This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current-period charges. In addition, this statement requires that allocation of fixed production overheads to costs of conversion be based upon the normal capacity of the production facilities. The provisions of SFAS 151 are effective for inventory cost incurred in fiscal years beginning after June 15, 2005. As such, the Company is required to adopt these provisions in the beginning of fiscal 2006. The Company is currently evaluating the impact of SFAS 151 on its consolidated financial statements.

Note C - Pension and Other Post-retirement Benefit Plans

The Company uses September 30, 2004 as the measurement date for its plans.

Components of Net Period Benefit Cost:

Three months ended Dec 31, 2004

Pension Benefits

Other Benefits

2005

2004

2005

2004

Service cost

$

90,248

$

114,596

$

8,434

$

9,971

Interest cost

187,628

185,047

17,519

17,737

Expected return on plan assets

(175,545)

(164,256)

0

0

Amortization of prior service cost

17,885

28,720

12,186

15,606

Amortization of net (gain) loss

81,578

114,431

(5,473)

(3,111)

Net periodic benefit cost

$

201,794

$

278,538

$

32,666

$

40,203

 

Pension Plan Assets

The Company's Pension Plan weighted-average asset allocations at December 31, 2004 and 2003 by asset category are as follows:

Plan Assets

At December 31

2004

2003

Asset Category

46%

71%

Equity Securities

44%

28%

Debt Securities

10%

1%

Other

100%

100%

There is no Company Common Stock included in the plan assets.

Amounts recognized in the Statement of Financial Position consist of:

Pension Benefits

Other Benefits

2005

2004

2005

2004

Prepaid Benefit Cost

Accrued Benefit Cost

$

(1,796,982)

$

(1,831,012)

$

(1,035,520)

$

(956,675)

Intangible Assets

266,828

337,541

Accumulated Other

Comprehensive Income

1,202,787

1,606,009

Net Amount Recognized

$

(327,367)

$

112,538

$

(1,035,520)

$

(956,675)

 

The accumulated benefit obligation for all defined benefit pension plans is $11,199,055 at September 30, 2005 and $10,685,637 at September 30, 2004, respectively.

Information for pension plans with an accumulated benefit obligation in excess of plan assets:

September 30

2005

2004

Projected Benefit Obligation

$

12,858,704

$

12,269,200

Accumulated Benefit Obligation

11,199,055

10,685,637

Fair Value of Plan Assets

9,402,073

8,854,625

 

The plan objective is to provide real (inflation adjusted) growth in assets vs. benchmark over a complete market cycle. The plan objective assumes asset growth will meet or exceed 7.5% of (risk adjusted) growth over a complete market cycle.

Investment guidelines are based upon an investment horizon of greater than five years. There is a requirement to maintain sufficient liquid reserves to provide for payment of retirement benefits.

The Asset Allocation Guidelines for the Fund are as follows:

Minimum

Maximum

Domestic Common Stock

Large/Mid Cap

15%

50%

Small Cap

5%

15%

Reits

0%

20%

International Common Stock

10%

20%

Total Equities

30%

75%

Total Fixed Income

20%

60%

Cash

0%

10%

 

These Asset Allocation Guidelines reflect the Fund's desire for investment return. They also reflect the full discretion of the Investment Manager to shift the asset mix within the specified ranges.

The desired investment objective is a long-term rate of return on assets that is approximately 7.5%. The target rate of return for the plan has been based upon the assumption that future real returns will approximate the long-term rates of return experienced for each asset class of the Investment Policy Statement over a complete business cycle. The plan's overall annualized total return after deducting advisory, money management and custodial fees, as well as total transaction costs should perform above an index comprised of market indices weighted by the strategic asset allocation of the plan.

In order to accomplish the investment goals, the Investment Committee believes that the investments of the Fund must be diversified to provide the Investment Manager with the flexibility to invest in various types of assets. The Investment Committee recognizes that a moderate amount of risk must be assumed to achieve the Plan's long term objectives. The Investment Committee believes that the Company's prospects for the future, current financial conditions, and several other factors suggest collectively that the plan can tolerate some interim fluctuations in market value and rates of return in order to achieve long-term objectives.

Contributions

The Company expects to contribute $432,792 to its Pension Plan in 2005. The Post Retirement Benefit Plan is not funded.

Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

Pension

Other

Benefits

Benefits

2005

$510,776

$53,361

2006

600,893

64,655

2007

710,575

74,700

2008

693,463

75,078

2009

676,385

75,165

Years 2010 - 2014

3,501,552

416,212

Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effect:

1 - Percentage-

1 - Percentage-

Point Increase

Point Decrease

Effect on total of service and interest cost

$4,275

($3,755)

Effect on postretirement benefit obligation

$47,033

($41,297)

 

 

 

 

CORNING NATURAL GAS CORPORATION

FORM 10-QSB FOR THE QUARTER ENDED DECEMBER 31, 2004

Item 2 - Management's Discussion & Analysis

As the Company's business is seasonal, the interim results should not be used as an indication of what results of the fiscal year 2005 may be.

Consolidated revenue of $6,581,000 for the quarter increased $108,800 compared to the same quarter last year due primarily to increased local production revenue in the utility operations.

Consolidated net income for the quarter was $191,200 compared to a loss of $41,800 in the same quarter the previous year. Net income of $146,900 was experienced in the utility operations compared to a loss of $3,000 last year. The increase is due to increased local production revenue, as well as incentive revenue discussed below. Corning Realty experienced earnings of $71,500 for the quarter compared to earnings of $46,900 for the same quarter last year as the result of reduced advertising, occupancy and commission expenses. Tax Center International experienced a loss of $28,300 compared to earnings of $22,900 last year. In October 2004, the Company discontinued operations of Tax Center International. Corning Mortgage experienced a loss of $5,000 compared to earnings of $5,800 last year.

The former Appliance segment experienced net income of $6,100 versus a loss of $136,500 last year. The assets of the Appliance Corporation were sold and operations discontinued in September 2003, but in the first quarter of last year that segment still incurred expense allocations that were established in the Company's last rate case. Those allocations are currently being deferred, as discussed below.

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 Company's Appliance business; (b) restrictions on the Company's 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-Retirement 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 was approved by the Public Service Commission on September 1, 2004. The Joint Proposal provides for the release of $174,124 of annual incentive revenue. 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 have been deferred on the balance sheet, and subject to future PSC review for recovery through utility rates.

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 $7,750,000 available through lines of credit at local banks, the terms of which are disclosed in the Company's 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 Company's Petition to the PSC, however, the sufficiency of cash flow for regulated operations continues to be dependent upon resources from the Company's unregulated operations.

 

Segment Overview:

The following table reflects year to date results of the segments consistent with the Company's 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 Company

(2) Appliance Corporation

(3)

Tax Center

Corning Realty

(4) Foodmart Plaza

Corning Mortgage

Consolidated

Revenue:(1)

2004

$5,485,152

$15,572

$20,185

$1,061,090

---

($744)

$6,581,255

2003

5,036,873

14,026

135,137

1,199,267

75,550

11,545

6,472,398

Net income (loss):(1)

2004

146,876

6,138

(28,308)

71,518

---

(5,017)

191,207

2003

(2,958)

(136,512)

22,941

46,920

22,034

5,792

(41,783)

Interest income:(1)

2004

6,060

40,145

2,971

---

---

---

49,176

2003

30,747

24,067

3,040

---

---

---

57,854

Interest expense:(1)

2004

324,517

3,311

---

15,372

---

1,906

345,106

2003

294,811

4,510

---

28,086

14,700

1,886

343,993

Total assets:

2004

27,601,186

974,487

131,689

1,635,750

---

195,273

30,538,385

2003

28,087,930

929,845

284,774

1,593,698

1,130,549

198,077

32,224,873

Depreciation and amortization:

2004

133,414

900

4,274

17,251

---

---

155,839

2003

132,736

900

3,982

16,340

7,966

---

161,924

Federal income tax expense:

2004

81,855

3,162

(14,583)

40,414

---

(2,585)

108,263

2003

34,098

8,803

11,818

24,170

(11,351)

2,984

70,522

(1) Before elimination of intercompany interest.

(2) The Appliance Co. discontinued operations in September 2003.

(3) Tax Center International discontinued operations in October 2004.

(4) Foodmart discontinued operations in July 2004.

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 December 31, 2004.

Item 3 - 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 Company's 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.

Part II - Other Information

Item 6 - Exhibits

The following documents are filed as exhibits to this Report:

31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

 

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:

February 14, 2005

____________________________________

Thomas K. Barry, Chairman of the Board, President and CEO.

 

Date:

February 14, 2005

____________________________________

Kenneth J. Robinson, 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

 

 

 

 

 

 

 

 

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 registrant's 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 registrant's auditors and the audit committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's 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 registrant's 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, Chief Executive Officer

Kenneth J. Robinson, Executive Vice President, Chief Financial Officer