CNG 10-KSB for Sept 2005 by MNC/RJ

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2005

 

OR

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 0-643

 

 

Corning Natural Gas Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

New York

 

16-0397420

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

 

330 W. William St.

Corning, New York 14830

(Address of principal executive offices, including zip code)

 

(607) 936-3755

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

None

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $5.00 per share

(Title of class)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

 

 

 

Revenues for 12 month period ended September 30, 2005 $26,631,000

The aggregate market value of the 431,852 shares of the Common Stock held by non-affiliates of the Registrant at the $15.00 average of bid and asked prices as of December 1, 2005 was

$6,477,780.

Number of shares of Common Stock outstanding as of the close of business on December 1, 2005 - 506,918.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Annual Report to Shareholders for the twelve month period ended September 30, 2005, and definitive proxy statement and notice of annual meeting of shareholders, dated January 3, 2006 are incorporated by reference into Part I, Part II and Part III hereof.

Information contained in this Form 10-K and the Annual Report to

shareholders for fiscal 2005 period which is incorporated by reference contains certain forward looking comments which may be impacted by factors beyond the control of the Company, including but not limited to natural gas supplies, regulatory actions and customer demand. As a result, actual conditions and results may differ from present expectations.

<PAGE 1>


 

 

For the Fiscal Year Ended September 30, 2005

Contents

Part I

Page

Item 1

Description of Business

3

Business Development

3

Business of Issuer

4

Item 2

Description of Property

5

Item 3

Legal Proceedings

5

Item 4

Submission of Matters to a Vote of Security Holders

5

Part II

Item 5

Market for the Registrant's Common Equity and Related

Stockholder Matters

7

Item 6

Selected Financial Data

8

Item 7

Management's Discussion and Analysis of Financial Condition

and Results of Operations

9

Item 7A

Quantitative and Qualitative Disclosures about Market Risk

Item 8

Financial Statements

9

Item 9

Changes In and Disagreements with Accountants on

Accounting and Financial Disclosure

9

Item 9A

Controls and Procedures

10

Item 9B

Other Information

13

Part III

Item 10

Directors, Executive Officers of the Registrant

13

Item 11

Executive Compensation

14

Item 12

Security Ownership of Certain Beneficial Owners and Management

14

Item 13

Certain Relationships and Related Transactions

14

Item 14

Principal Accountant Fees and Services

14

Part IV

Item 15

Signatures

16

Exhibits

 

<Page 2>


CORNING NATURAL GAS CORPORATION

FORM 10-K

For the 12 Month Period Ended September 30, 2005

Part I

ITEM 1 - DESCRIPTION OF BUSINESS

(a) Business Development

Corning Natural Gas Corporation (the "Company" or "Registrant"), incorporated in 1904, is a natural gas utility. The Gas Company purchases its entire supply of gas, and distributes it through its own pipeline distribution and transmission systems to residential, commercial, industrial and municipal customers in the Corning, New York area and to two other gas utilities which service the Elmira and Bath, New York areas. The Gas Company is under the jurisdiction of the Public Service Commission of New York State which oversees and sets rates for New York gas distribution companies. The Company operates as three operating segments, the Gas Company, Corning Mortgage and Corning Realty. Corning Realty is a residential and commercial real estate business with approximately 70 agents operating in three neighboring counties. An equal joint venture between Elmira Savings & Loan(a local commercial bank) and Corning Mortgage Company, LLC has been formed to start a mortgage lending services company, Choice One Lending LLC.

Discontinued Operations

On July 8, 2004 the Company sold the assets of Foodmart Plaza LLC. Proceeds from the sale of $1.3 million were used to pay expenses and pay off the mortgage. A pre-tax gain of $133,020 was recognized on the sale of the assets.

The assets of the Appliance Company were sold in mid-September 2003 to a small group of primarily local investors. The assets, which consisted primarily of rented appliances in service, inventory, displays, equipment and vehicles, were sold for $1,992,400 including the $240,000 discussed below. The Company received $1,152,400 in cash and loaned the new Company $600,000 with interest at the rate of 6.25% which will be amortized and paid within five years. The remaining $240,000 will be paid in $80,000 increments at the conclusion of each of three years if the newly formed Company attains specific revenue levels during each of those three periods. The Company experienced a pre-tax profit of $364,740 on the sale of this business of which $124,740 was earned during fiscal 2003 and $80,000 was earned in 2004. An additional $80,000 will be earned in each of the years 2005 and 2006 if revenue levels meet expectations.

In October 2004, the Company discontinued operations of Tax Center International. The Company was unsuccessful in locating a buyer in the limited marketplace, and remaining assets will be transferred to the parent company.

<PAGE 3>


(b) Business of Issuer

(1) The Gas Company maintains a gas supply portfolio of numerous contracts and is not dependent on a single supplier. Additionally, the Gas Company has capabilities for storing 662,050 Dt through storage operations with two of its suppliers. The Gas Company had no curtailments during fiscal 2005 and expects to have an adequate supply available for its customers during fiscal 2005 providing that no abnormal conditions or actions occur.

(2) The Gas Company is franchised to supply gas service in all of the political subdivisions in which it operates.

(3) Since the Gas Company's business is seasonal by quarters, sales for each quarter of the year vary and are not comparable. Sales for different periods vary depending on variations in temperature, but the Company's Weather Normalization Clause (WNC) serves to stabilize net revenue from the effects of temperature variations. The WNC allows the Company to adjust customer billings to compensate for fluctuations in net revenue caused by temperatures which are higher or lower than the thirty year average temperature for the period. Degree days, which represent the number of degrees that the average daily temperature falls below 65 degrees Fahrenheit, totaled 7,109 for the period October 1, 2004 through September 30, 2005 and 6,918 for the same period ended September 30, 2004.

(4) The Gas Company has three major customers, Corning Incorporated, New York State Electric & Gas (NYSEG), and Bath Electric, Gas & Water Systems (BEGWS). The loss of any of these customers could have a significant impact on the Gas Company's financial results.

(5) Historically, the Gas Company's competition in the residential market has been primarily from electricity in cooking, water heating and clothes drying, and to a very small degree, in heating. The price of gas remains low in comparison to that of electricity in the Gas Company's service territory and the Gas Company's competitive position in the residential market continues to be very strong. Approximately 99% of the Gas Company's general service customers heat with gas.

Competition from oil still exists in the industrial market. The Gas Company has been able to counteract much of this competition, to date, through the transportation of customer owned gas for a transportation charge. The customer arranges for their own gas supply, then moves it through the Company's facilities for a transportation fee. The Gas Company's transportation rate is equal to the lowest unit rate of the appropriate rate classification, exclusive of gas costs, hence the profit margin is maintained.

The real estate business is a highly competitive market in which Corning Realty is well positioned. Prudential Ambrose & Shoemaker Real Estate maintains approximately 42% of the local market. Local economy and interest rates play a factor in the outcome of the market, however, Corning Realty continues to hold strong. Corning Realty is the areas largest residential real estate business that is involved in over 1,000 real estate closings annually.

There is a considerable amount of competition in the mortgage lending business, however, the business plan for Choice One Lending was compiled recognizing that this company will utilize the relationships with Corning Realty.

<PAGE 4>


(6) The Gas Company believes compliance with present federal, state and local provisions relating to the protection of the environment will not have any material adverse effect on capital expenditures, earnings and financial position of the Company and its subsidiary.

(7) Sixty persons were employed by the Company in 2005 and seventy-one in 2004.

(8) The Gas Company expects no shortage of raw materials to impact our business over the next 5 - 10 years. The Energy Information Administration indicates an increase in the efficiency of gas exploration, and development is expected to result in increased gas productive capacity. As for the availability of the necessary pipes and valves for safe distribution of natural gas, the Gas Company likewise anticipates no shortages and continues to receive both gas supply and material inventory from various reliable sources.

 

ITEM 2 - DESCRIPTION OF PROPERTY

The Company's headquarters are located at 330 West William Street, Corning, NY. This structure is physically connected to the operations center.

The Gas Company's pipeline system is thoroughly surveyed each year. Any necessary replacements are included in the construction budget. Approximately 105 miles of transmission main, 299 miles of distribution main, 13,833 services and 89 measuring and regulating stations, along with various other property are owned by the Gas Company, except for one short section of 10" gas main which is under a long-term lease and is used primarily to serve Corning Incorporated. All of the above described property, which is owned by the Gas Company, is adequately insured and is subject to the lien of the Company's first mortgage indenture.

The Realty businesses are operated out of the Company's West William Street complex in combination with rented office space in various locations.

ITEM 3 - LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings, nor is the Company aware of any problems of any consequence which it anticipates may result in legal proceedings.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2005.

<PAGE 5>


Additional Item

Executive Officers of the Registrant

(Including Certain Significant Employees)

Name

Age

Business Experience

Years Served

During Past 5 Years

In This Office

Thomas K. Barry

60

Chairman of the Board

of Directors

12

President & C.E.O.

21

Firouzeh Sarhangi

47

Vice President - Finance

2

Kenneth J. Robinson

61

Executive Vice President

14

Gary K. Earley

51

Secretary & Treasurer

3

Treasurer

13

Stanley G. Sleve

55

Vice President-Business Dev

7

Vice President-Administration

1

 

Term of office is one year.(Normally from February to February)

 

<PAGE 6>


Part II

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The principal market on which the Registrant's common stock is traded, the

range of high and low bid quotations for each quarterly period during the past two years, the amount and frequency of dividends, and a description of restrictions upon the Registrant's ability to pay dividends, appear in the table below. The number of stockholders of record of the Registrant's Common

Stock was 271 at September 30, 2005. The high and low bid quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.

MARKET PRICE - (OTC)

Dividend

Quarter Ended

High

Low

Declared

December 31, 2003

13.25

12.00

0

March 31, 2004

13.00

10.10

0

June 30, 2004

20.00

13.30

0

September 30, 2004

17.40

9.50

0

December 31, 2004

14.00

9.50

0

March 31, 2005

13.00

10.60

0

June 30, 2005

16.00

10.80

0

September 30, 2005

16.00

14.45

0

 

<PAGE 7>


Under the terms of a $4,700,000 senior note issued September 5, 1997, the Company may not declare or pay any dividend, or cause any other payment from retained earnings except to the extent that consolidated tangible net worth of the Company exceeds $2,000,000.

ITEM 6 - SELECTED FINANCIAL DATA

2005

2004

2003

2002

2001

Total assets

$31,881,286

$28,945,311

$30,735,916

$28,853,981

$29,330,254

Long-term debt, less current installments

$9,196,060

9,786,528

10,539,867

10,593,738

10,905,093

Summary of earnings:

Utility operating revenue

$22,877,858

$21,995,505

$20,561,927

$17,241,615

$24,121,238

Total operating expenses and taxes

21,177,838

20,660,186

19,598,325

16,120,931

22,879,305

Net utility operating income

1,700,020

1,335,319

963,602

1,120,684

1,241,933

Other income

88,083

124,967

17,853

24,696

34,614

Non-utility Earnings

133,209

337,583

116,849

307,641

290,678

Interest expense-regulated

1,294,782

1,185,000

1,189,816

926,868

960,675

Net Income

$626,530

$612,869

($91,512)

$526,153

$606,550

Number of common shares

506,918

506,918

482,900

460,000

460,000

Earnings per common share

$1.24

$1.21

-$0.19

$1.14

$1.32

Dividends paid per common share

$0.00

$0.00

$0.00

$0.65

$1.30

Statistics (unaudited)-

Gas delivered (MMcf )

Residential

1,115

1,116

1,179

997

1,507

Commercial

270

298

325

263

307

Other utilities

313

340

404

300

339

Transportation deliveries

7,450

6,947

6,364

5,978

6,392

Total deliveries

9,148

8,701

8,272

7,538

8,545

Number of customers-end of period

14,344

14,378

14,316

14,388

14,454

Average Mcf use per residential customer

107

109.2

119.3

93.8

119.1

Average revenue per residential customer

$1,242.03

$1,167.69

$1,158.90

$897.71

$1,250.44

Number of degree days (1)

7,109

6,918

7,434

5,629

6,809

Percent (warmer) colder than avg.

3.2

1.7

8.3

(13.1)

5

Peak day deliveries (Mcf )

58,327

53,922

52,753

52,467

53,523

Number of rental appliances in service

0

0

0

6,179

6,213

Miles of mains

404.7

404.3

403.9

402.3

398.4

Investment in gas plant (at cost)

$26,826,478

$25,749,195

$24,953,757

$23,980,978

$22,940,150

Stockholders' equity per share

9.93

9.54

7.17

9.06

10.63

 

<PAGE 8>


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's discussion of financial condition and results of operations of the Company appears in the 2005 Annual Report to Shareholders which is incorporated by reference.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The Company's exposure to interest rate risk arises from borrowing under short-term debt instruments. At September 30, 2005, these instruments consisted of a term loan and bank credit line borrowings outstanding of $6,600,000. The interest rate (prime less 1/2 point)on this loan and these lines was 6 percent during September, 2005.

ITEM 8 - FINANCIAL STATEMENTS

The following financial statements are filed with this Form 10-K:

Reports of Rotenberg & Co. LLP, Independent Registered Public Accounting Firm

Consolidated Financial Statements:

Balance Sheets as September 30, 2005 and 2004

Statements of Income for the years ended September 30, 2005, 2004 and 2003

Statements of Stockholder's Equity for the years ended September 30, 2005, 2004 and 2003

Statements of Cash Flows for the years ended September 30, 2005, 2004 and 2003

Notes to Consolidated Financial Statements

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

As reported on Form 8-K/A, dated March 10, 2004, the Board of Directors voted on January 7, 2004 to terminate Deloitte & Touche LLP's appointment as independent accountants and Rotenberg & Company LLP was engaged on March 3, 2004 as independent accountants. No disagreements with accountants and financial disclosure exist.

<PAGE 9>


ITEM 9A - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation under the supervision and with the participation of our Disclosure Committee and our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Disclosure controls are procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, or the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the SEC. Disclosure controls are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of disclosure controls includes an evaluation of some components of our internal control over financial reporting. We also perform a separate annual evaluation of internal control over financial reporting for the purpose of providing the management report below.

 

The evaluation of our disclosure controls included a review of their objectives and design, the Company's implementation of the controls and the effect of the controls on the information generated for use in this Annual Report on Form 10-K. In the course of the controls evaluation, we reviewed data errors or control problems identified and sought to confirm that appropriate corrective actions, including process improvements, were being undertaken. This type of evaluation is performed on a quarterly basis so that the conclusions of management, including our Chief Executive Officer and Chief Financial Officer, concerning the effectiveness of the disclosure controls can be reported in our periodic reports on Form 10-Q and Form 10-K. Many of the components of our disclosure controls are also evaluated on an ongoing basis by both our internal audit and finance organizations. The overall goals of these various evaluation activities are to monitor our disclosure controls and to modify them as necessary. We intend to maintain the disclosure controls as dynamic systems that we adjust as circumstances merit.

<PAGE 10>


Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Management's Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

 

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of September 30, 2005. We reviewed the results of management's assessment with our Finance and Audit Committee.

 

Management's assessment of the effectiveness of our internal control over financial reporting as of September 30, 2005 has been audited by Rotenberg & Co. LLP, an independent registered public accounting firm, as stated in their report which is included in Part IV, Item 15 of this Annual Report on Form 10-K.

 <PAGE 11>


 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that was conducted during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations on Effectiveness of Controls

 

The Company's management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

<PAGE 12>


ITEM 9B - OTHER INFORMATION 

None

Part III

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The information required regarding the executive officers of the Registrant is included in Part 1 under "Additional Item".

Code Of Ethics

The Company has adopted a Code of Ethics applicable to all employees. The Code of Ethics will be posted shortly on the Company's website at http:\\www.corninggas.com Any person may obtain, without charge, a copy of the Company's Code of Ethics.  The Code of Ethics will be furnished upon request made in writing to:

                            

 

Thomas K. Barry

                              Chairman of the Board of Directors

                              Corning Natural Gas Corporation

                              330 W. William Street

                              P.O. Box 58

                              Corning, New York  14830

<PAGE 13>


ITEM 11 - EXECUTIVE COMPENSATION

The information required regarding the compensation of the executive officers appears in the Definitive Proxy Statement attached hereto.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required regarding the security ownership of certain beneficial owners and management appears in the Definitive Proxy Statement attached hereto.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required regarding certain relationships and related transactions appears in the Definitive Proxy Statement attached hereto.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES 

The information required by this Item is incorporated herein by reference from the information provided under the heading "Ratification of Selection of Independent Registered Public Accounting Firm" of our Proxy Statement.

 ITEM 15 - EXHIBITS

The following exhibits are filed with this Form 10-K or incorporated herein by reference: (Exhibit numbers correspond to numbers assigned to exhibits in Item 601 of Regulation S-B)

<PAGE 14>


Exhibit Name of Exhibit

3

A copy of the Corporations Articles of Incorporation,

as currently in effect, including all amendments, was

filed with the Company's Form 10-KSB for December 31, 1987.

3

A copy of the Corporations complete by-laws, as

currently in effect, was filed with the Corporations

report on Form 10-QSB for the quarter ended March 31, 1984.

10

A copy of the "Agreement Between Corning Natural Gas

Corporation and Local 139", dated September 1, 1998

was filed with Form 10-KSB for December 31, 1998.

10 *

Consulting Agreement and Employment Contracts with

three executive officers were filed with the Company's

Form 10-KSB for December 31, 1987.

10

A copy of the Service Agreement with CNG

Transmission Corporation was filed with the Company's

Form 10-KSB for December 31, 1993.

10

A copy of the Sales Agreement with Bath Electric, Gas

and Water was filed with the Company's Form 10-KSB for

December 31, 1989.

 

<PAGE 15>


10

A copy of the Transportation Agreement between the

Company and New York State Electric and Gas Corporation

was filed with the Company's Form 10-KSB for December 31, 1992.

10

A copy of the Transportation Agreement between the

Company and Corning Incorporated was filed with the

Company's Form 10-KSB for December 31, 1992.

10

A copy of the Service Agreement with Columbia Gas

Transmission Co. was filed with the Company's

10-KSB for December 31, 1993.

13

A copy of the Corporations Annual Report to Shareholders for 2005, is filed herewith.

Shareholders for 2005, is filed herewith.

22

Information regarding the Company's sole subsidiary was

filed as Exhibit 22 with the Company's Form 10-KSB for

the period ended December 31, 1981.

28

Corning Natural Gas Corporation Proxy Statement is filed herewith.

31.01

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act - Thomas K. Barry

31.02

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act - Kenneth J. Robinson

32.01

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

99

Order from the U.S. Bankruptcy Court, Northern District of New York

re: Approval of Acquisition of Finger Lakes Gas Company was filed

with the Company's 10-KSB for the period ended December 31, 1995.

99

Order from the Public Service Commission of New York State re:

Approval of Acquisition of Finger Lakes Gas Company was filed with

the Company's 10-KSB for the period ended December 31, 1995.

* Indicates management contract or compensatory plan or arrangement

<PAGE 16>


SIGNATURES

In 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.

  CORNING NATURAL GAS CORPORATION (Registrant)

 

Date January 13, 2006 /s/ THOMAS K. BARRY

Thomas K. Barry, Chairman of the Board, President, C.E.O.

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date January 13, 2006 /s/ K.J. ROBINSON

K.J. Robinson, Executive Vice President, Chief Financial Officer and Director

 

Date January 13, 2006 /s/ Gary K. Earley

Gary K. Earley, Treasurer, Principal Accounting Officer
 

Date January 13, 2006 /s/ Thomas K. Barry

Thomas K. Barry, Chairman of the Board, President, C.E.O.

 

Date January 13, 2006 /s/ T.H. BILODEAU

T.H. Bilodeau, Director

 <PAGE 17>


CORNING NATURAL GAS CORPORATION AND SUBSIDIARY
Consolidated Balance Sheets

Assets

September 30, 2005

September 30, 2004

Plant:

Utility property, plant and equipment

$26,826,478

$25,749,195

Non-utility property, plant and equipment

392,241

373,120

Non-utility assets - discontinued operations

180,930

190,766

Less: accumulated depreciation

(10,567,331)

(9,953,708)

Total plant utility and non-utility net

16,832,318

16,359,373

Investments:

Marketable securities available-for-sale at fair value

2,440,237

2,058,709

Investment in joint venture and associated companies

185,719

199,406

Total investments

2,625,956

2,258,115

Current assets:

Cash and cash equivalents

255,037

253,863

Customer accounts receivable, (net of allowance for

uncollectible accounts of $92,000 and $80,000)

1,083,909

910,795

Gas stored underground, at average cost

3,734,795

3,552,908

Gas inventories

271,960

241,802

Prepaid expenses

658,857

619,155

Current assets - discontinued operations

309,865

173,661

Total current assets

6,314,423

5,752,184

Deferred debits and other assets:

Regulatory assets:

Unrecovered gas costs

3,090,280

1,257,783

Deferred pension and other

394,606

612,010

Goodwill (net of accumulated amortization of $521,294

for both years)

1,457,117

1,457,117

Unamortized debt issuance cost (net of accumulated

amortization of $269,849 and $259,880)

254,206

264,175

Other

420,528

474,780

Note Receivable - discontinued operations

491,852

509,774

Total deferred debits and other assets

6,108,589

4,575,639

Total assets

$31,881,286

$28,945,311

See accompanying notes to consolidated financial statements.

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY
Consolidated Balance Sheets

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Consolidated Balance Sheets

September 30, 2005

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

September 30, 2005 and 2004)

$2,534,590

$2,534,590

Other paid-in capital

959,512

959,512

Retained earnings

2,959,723

2,333,193

Accumulated other comprehensive loss

(1,420,165)

(990,718)

Total common stockholders' equity

5,033,660

4,836,577

Long-term debt, less current installments

9,196,060

9,786,528

Long-term debt, less current installments -

discontinued operations

63,797

78,735

Total Long-term debt

9,259,857

9,865,263

Current liabilities:

Current portion of long-term debt

612,390

79,999

Demand Note Payable

1,836,666

-

Borrowings under lines-of-credit

6,600,000

6,325,000

Accounts payable

270,139

1,356,047

Accrued expenses

745,119

474,873

Customer deposits and accrued interest

952,503

1,037,270

Deferred income taxes

460,055

558,681

Other current liabilities - discontinued operations

317,860

61,035

Total current liabilities

11,794,732

9,892,905

Deferred credits and other liabilities:

Deferred income taxes

837,727

928,598

Deferred compensation

1,910,686

1,678,486

Deferred pension costs & post-retirement benefits

2,429,958

1,413,412

Other

265,043

137,282

Other deferred liabilites - Deferred federal income

taxes discontinued operations

192,788

192,788

Other deferred liabilities - discontinued operations

156,835

-

Total deferred credits and other liabilities

5,793,037

4,350,566

Concentrations and commitments (notes 3 and 9)

Total capitalization and liabilities

$31,881,286

$28,945,311

See accompanying notes to consolidated financial statements.

 

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Condensed Consolidated Statements of Income

For the Years Ended September 30, 2005, 2004 and 2003

2005

2004

2003

Utility Operating Revenues

$ 22,877,858

$ 21,995,505

$ 20,561,927

Cost and Expense

Natural Gas Purchased

14,487,154

14,109,162

13,268,087

Operating & Maintenance Expense

4,446,785

4,667,765

4,609,126

Taxes other than Federal Income Taxes

1,293,273

1,336,075

1,330,591

Depreciation

513,925

463,203

490,836

Other Deductions, Net

11,445

21,964

18,959

Total Costs and Expenses

20,752,582

20,598,169

19,717,599

Utility Operating Income

2,125,276

1,397,336

844,328

Other Income and (Expense)

Interest Expense

(1,294,782)

(1,185,000)

(1,199,108)

Interest Income

88,083

124,967

17,853

Net Income from Utility Operations, Before Income Tax

918,577

337,303

(336,927)

Income Tax Benefit (Expense)

(425,256)

(62,017)

128,566

Income from Non-Utility Operations, Net of Income Tax

108,076

184,170

70,251

Net Income from Continued Operations

601,397

459,456

(138,110)

Income from Discontinued Operations, Net of Income Tax

25,133

153,413

46,598

Net Income (Loss)

$ 626,530

$ 612,869

$ (91,512)

Weighted average earnings per share-

basic & diluted:

From Continued Operations

$ 1.186

$ 0.906

$ (0.286)

From Discontinued Operations

0.050

0.303

0.096

$ 1.236

$ 1.209

$ (0.190)

Weighted average shares outstanding

506,918

506,918

482,900

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Consolidated Statements of Stockholders' Equity

Accumulated

Additional

Other

Common

Paid in

Retained

Comprehensive

Stock

Capital

Earnings

Income (Loss)

Total

Balances at October 1, 2002

$2,300,000

$653,346

$2,352,592

($1,137,098)

$4,168,840

Comprehensive Income:

Change in unrealized gain on

securities available for sale,

net of income taxes of $99,289

-

-

-

192,738

192,738

Minimum pension liability, net of

income taxes of $415,275

-

-

-

(806,123)

(806,123)

Net income

-

-

(91,512)

-

(91,512)

Total comprehensive income

(704,897)

Stock dividends

115,000

137,540

(252,540)

-

-

Balances at September 30, 2003

2,415,000

790,886

2,008,540

(1,750,483)

3,463,943

Comprehensive Income:

Change in unrealized gain on

securities available for sale,

net of income taxes of $9,208

-

-

-

17,874

17,874

Minimum pension liability, net of

income taxes of $382,186

-

-

-

741,891

741,891

Net income

612,869

612,869

Total comprehensive income

1,372,634

Stock dividends

119,590

168,626

(288,216)

-

-

Balances at September 30, 2004

2,534,590

959,512

2,333,193

(990,718)

4,836,577

Comprehensive Income:

Change in unrealized gain on

securities available for sale,

net of income taxes of $7,259

-

-

-

64,651

64,651

Minimum pension liability, net of

income taxes of $254,536

-

-

-

(494,098)

(494,098)

Net income

-

-

626,530

0

626,530

Total comprehensive income

197,083

Balances at September 30, 2005

$2,534,590

$959,512

$2,959,723

($1,420,165)

$5,033,660

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the Years Ended September 30, 2005, 2004 and 2003

2005

2004

2003

Cash flows from operating activities:

Net income (loss)

$ 626,530

$ 612,869

($91,512)

Adjustments to reconcile net income to net cash

used in operating activities:

Depreciation and amortization

609,181

589,542

832,451

Unamortized debt issuance cost

9,969

20,909

21,558

Gain on sale of marketable securities

(89,903)

(121,647)

37,006

Deferred income taxes

748,234

410,447

(35,898)

Gain on sale of discontinued operatons

0

(79,812)

(74,919)

Changes in assets and liabilities:

(Increase) decrease in:

Accounts receivable

(173,114)

270,802

123,599

Gas stored underground

(181,887)

(376,960)

(1,576,770)

Gas inventories

(30,158)

(10,585)

423,622

Prepaid expenses

(39,702)

55,444

(72,189)

Unrecovered gas costs

(1,832,497)

(106,089)

(390,522)

Prepaid income taxes

0

0

35,478

Deferred pension and other

217,404

522,976

149

Other

(64,030)

(284,510)

0

Increase (decrease) in:

Accounts payable

(1,085,908)

(723,164)

(185,249)

Accrued expenses

270,246

(37,795)

(82,419)

Customer deposit liability

(84,767)

(263,527)

505,736

Deferred income taxes

(1,430,999)

1,054,909

(313,105)

Deferred compensation

232,200

196,056

(124,471)

Deferred pension & post-retirement benefits

1,016,546

(945,892)

181,887

Other liabilities and deferred credits

541,421

51,682

109,833

Net cash (used in) provided by operating activities

(741,234)

835,655

(623,586)

Cash flows from investing activities:

Purchase of securities available-for-sale

(214,282)

(203,939)

(225,000)

Sale of securities available-for-sale

78,160

22,997

16,945

Capital expenditures

(1,160,121)

(826,130)

(1,250,736)

Cash received from sale of discontinued operations

0

1,283,914

1,152,400

Net cash (used in) provided by investing activities

(1,296,243)

276,842

(306,391)

Cash flows from financing activities:

Proceeds under lines-of-credit

14,975,000

11,100,000

12,925,000

Repayment of lines-of-credit

(14,700,000)

(11,325,022)

(11,850,000)

Proceeds under long-term debt

1,900,000

0

0

Repayment of long-term debt

(136,349)

(899,772)

(159,899)

Net cash (used in) provided by financing activities

2,038,651

(1,124,794)

915,101

Net (decrease) increase in cash

1,174

(12,297)

(14,876)

Cash and cash equivalents at beginning of period

253,863

266,160

281,036

Cash and cash equivalents at end of period

$ 255,037

$ 253,863

$ 266,160

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest

$ 1,357,307

$ 1,282,261

$ 1,323,476

Income taxes

$ 212,194

$ 14,000

$ 227,148

 

 

 CORNING NATURAL GAS CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements For the Years Ended September 30, 2005, 2004 and 2003

(1) Summary of Significant Accounting Policies

Corning Natural Gas Corporation (the Company) is a gas distribution company providing gas on a commodity and transportation basis to its customers in the Southern Tier of New York State. The Company follows the Uniform System of Accounts prescribed by the Public Service Commission of the State of New York (PSC) which has jurisdiction over and sets rates for New York State gas distribution companies. The Company's regulated operations meet the criteria and accordingly, follow the accounting and reporting of Statement of Financial Accounting Standards No. 71 (SFAS No. 71) Accounting for the Effects of Certain Types of Regulation. The Company's consolidated financial statements contain the use of estimates and assumptions for reporting certain assets, liabilities, revenue and expenses and actual results could differ from the estimates. The more significant accounting policies of the Company are summarized below.

(a) Principles of Consolidation and Presentation

The consolidated financial statements include the Company and its wholly owned subsidiary, the Corning Natural Gas Appliance Corporation. The Corning Natural Gas Appliance Corporation owns two businesses which have been established as New York State limited liability subsidiary corporations, as follows: Corning Realty Associates, LLC and Corning Mortgage, LLC. Hereinafter the Appliance Corporation and its limited liability subsidiary corporations are collectively referred to as "Appliance Corporation." All significant intercompany accounts and transactions have been eliminated in consolidation. The results of the Appliance Corporation are reported separately as unregulated operations in the consolidated statements of income. Shared expenses are allocated to the Appliance Corporation.

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

(b) Cash and Cash Equivalents

Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. Cash and cash equivalents at financial institutions which periodically may exceed federally insured limits.

(c) Accounts Receivable

Accounts receivable are stated net of an allowance for doubtful accounts. The Company estimates the allowance based on its analysis of specific balances, taking into consideration the age of past due accounts.

(d) Debt Issuance Costs

Costs associated with the issuance of debt by the Company are deferred and amortized over the lives of the related debt.

(e) Property, Plant and Equipment

Utility plant is stated at the historical cost of construction. Those costs include payroll, fringe benefits, materials and supplies and transportation costs. The Company charges normal repairs to maintenance expense.

(f ) Depreciation

The Company provides for depreciation for accounting purposes using a straight-line method based on the estimated economic lives of property, which ranges from 3 to 55 years for all assets except utility plant. The depreciation rate used for utility plant, expressed as an annual percentage of depreciable property, and was 2.3% in 2005, 2.5% in 2004 and 2.7% in 2003. At the time utility properties are retired, the original cost plus costs of removal less salvage, are charged to accumulated depreciation.

Non-utility property, plant and equipment

2005

2004

2003

Structures and improvements

$205,246

$240,587

$1,242,558

Land

-

-

214,555

Furniture and equipment

367,925

323,299

346,158

Total:

$573,171

$563,886

$1,803,271

 

(g) Revenue and Natural Gas Purchased

The Company records revenues from residential and commercial customers based on meters read on a cycle basis throughout each month, while certain large industrial and utility customers' meters are read at the end of each month. The Company does not accrue revenue for gas delivered but not yet billed, as the New York PSC requires that such accounting must be adopted during a rate proceeding, which the Company has not done. Pursuant to the most recent rate order, capacity assignment revenue is recorded at a rate of 15% of the amount received from released capacity and is recognized upon notification of capacity release from the pipeline company while the remaining 85% is returned to customers through reduced gas cost. The Company operates a weather normalization clause as protection against severe weather fluctuations. This affects space heating customers and is activated when degree days are 2.2% greater or less than a 30 year average. As a result, the effect on revenue fluctuations in weather related gas sales is somewhat moderated.

Gas purchases are recorded on readings of suppliers' meters as of the end of the month. The Company's rate tariffs include a Gas Adjustment Clause (GAC) which adjusts rates to reflect changes in gas costs from levels established in the rate setting process. In order to match such costs and revenue, the PSC has provided for an annual reconciliation of recoverable GAC costs with applicable revenue billed. Any excess or deficiency in GAC revenue billed is deferred and the balance at the reconciliation date is either refunded to or recovered from customers over a subsequent 12-month period.

Real estate commissions are recognized at closing while professional services revenues are recognized as services are performed.

(h) Marketable Securities

Marketable securities, which are intended to fund the Company's deferred compensation plan, are classified as available for sale. Such securities are reported at fair value based on quoted market prices, with unrealized gains and losses, net of the related income tax effect, excluded from income, and reported as a component of accumulated other comprehensive income in stockholders' equity until realized. The cost of securities sold was determined using the specific identification method. For all investments in the unrealized loss portion, none have been in an unrealized loss position for more than 12 months and none are other than temporary impairments. In 2005, 2004 and 2003 we sold equity securities for gains (losses) of $89,900, $121,600 and $(37,006) respectively.

A summary of the marketable securities at September 30, 2005, 2004 and 2003 is as follows:

Cost

Unrealized

Unrealized

Market

Basis

Gain

Loss

Value

2005

Cash and Equivalents

$125,779

$0

$0

$125,779

Government and Agency Issues

583,158

0

163

582,995

Corporate Bonds

320,669

0

11,777

308,893

Other Fixed Income

97,218

0

4,530

92,688

Equity Securities

1,114,167

172,917

0

1,287,084

Foreign Assets

27,662

6,158

0

42,799

Total Securities

$2,268,653

$179,075

$16,470

$2,440,237

2004

Cash and Equivalents

$103,374

$0

$0

$103,374

Government and Agency Issues

415,710

4,866

0

420,576

Corporate Bonds

384,642

8,967

0

393,610

Other Fixed Income

95,965

0

1,558

94,406

Equity Securities

900,833

108,541

0

1,009,374

Foreign Assets

27,662

0

222

37,370

Total Securities

$1,928,185

$122,374

$1,780

$2,058,709

2003

Cash and Equivalents

$170,000

$0

$0

$170,000

Government and Agency Issues

241,802

67,011

0

308,812

Corporate Bonds

206,279

8,968

0

215,246

Other Fixed Income

182,670

0

3,112

179,557

Equity Securities

822,462

44,972

0

867,434

Foreign Assets

0

0

0

0

Total Securities

$1,623,211

$120,951

$3,112

$1,741,050

(i) Investment in Joint Venture

Corning Mortgage, a subsidiary of The Corning Natural Gas Appliance Corporation holds a 50% equity interest in a joint venture, Choice One Lending, which began operations in August, 2000. Investment by the Company in the joint venture is recorded using the equity method of accounting. The Company's pro-rata share of the results of operations of the joint venture was a loss of $16,842 in 2005, a profit of $10,796 in 2004 and a profit of $37,246 in 2003.

(j) Inventories

Inventories are stated at the lower of cost or market, cost being determined on a first-in, first-out basis.

(k) Federal Income Tax

The Company uses the asset and liability method to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. In addition, such deferred tax assets and liabilities will be adjusted for the effects of enacted changes in tax laws and rates.

(l) Dividends

Dividends are accrued when declared by the Board of Directors. A stock dividend of 5% was paid in fiscal 2003 and 2004.

Under the most restrictive long-term debt covenants, the Company may not declare or pay annual dividends except to the extent that consolidated net worth exceeds $2,000,000.

(m) Goodwill

Goodwill represents the excess of purchase price over the fair value of the identified net assets of acquired businesses and primarily applies to Corning Realty. Goodwill in excess of associated expected operating cash flows is considered to be impaired and is written down to fair value, which is determined based on undiscounted future cash flows.

(n) Accounting for Impairment

Statement of Financial Accounting Standards No. 144 ("SFAS No. 144"), Accounting for the Impairment or Disposal of Long-Lived Assets establishes accounting standards to account for the impairment of long-lived assets, and certain identifiable intangibles. Under SFAS No. 144 the Company reviews assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. SFAS No. 144 also requires that a rate regulated enterprise recognize an impairment when regulatory assets are no longer probable of recovery. No impairment losses were incurred for the years ended September 30, 2004 and 2003.

(o) Comprehensive Income

Statement of Financial Accounting Standards No. 130 ("SFAS No. 130"), Reporting Comprehensive Income establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Under SFAS No. 130, the Company's comprehensive income consists of net income, net unrealized gains (losses) on securities and minimum pension liability and is presented in the consolidated statements of stockholders' equity.

(p) New Accounting Pronouncements

In March 2005, The FASB issued FIN 47, an interpretation of SFAS 143. FIN 47 provides clarification of the term "conditional asset retirement obligation" as used in SFAS 143, defined as a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. Under this standard, a company must record a liability for a conditional asset retirement obligation if the fair value of the obligation can be reasonably estimated. FIN 47 becomes effective no later than the end of 2006. The Company is currently evaluating the impact of FIN 47, if any, on its consolidated financial statements.

In May 2005, the FASB issued SFAS 154. SFAS 154 replaces APB 20 and SFAS 3 and changes the requirements for the accounting for and reporting of a chance in accounting principle. The Company is required to adopt SFAS 154 for accounting changes and corrections of errors that occur in 2007. The Company's financial condition and results of operations will only be impacted by FSAS 154 if there are any accounting changes or corrections or errors in the future.

(q) Revenue Taxes

The Company collects state revenue taxes on a gross basis. The amount included in Utility Operating Revenue and Taxes other than Federal Income Taxes was $286,801, $378,993 and $366,017 in 2005, 2004, and 2003 respectively.

(2) Information About Operating Segments

The Company's reportable segments have been determined based upon the nature of the products and services offered, customer base, availability of discrete internal financial information, homogeneity of products, delivery channel and other factors.

The Corning Natural Gas Corporation (the Gas Company) is a gas distribution company providing gas on a commodity and transportation basis to its customers in the Southern Tier of New York State. The Appliance Corporation, Foodmart Plaza and the Tax Center have discontinued operations as discussed in Note 10. Corning Realty is a residential and commercial real estate business with approximately 70 agents operating in three neighboring counties. Corning Mortgage is a mortgage service company working closely with the realty relationship.

The following table reflects the 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 the segments.

Utlity

Non Utility Operations

Discontinued Operations

(2)

(3)

(4)

Gas

Corning

Corning

Tax

Foodmart

Total

Company

Realty

Mortgage

Subtotal

Appliance

Center

Plaza

Subtotal

Consolidated

Revenue: (1)

2005

$22,877,858

$3,433,059

($13,683)

$3,419,376

$334,125

-$

-$

($334,125)

$26,631,359

2004

21,995,505

3,857,902

27,988

3,885,890

264,657

568,744

329,504

1,162,905

27,044,300

2003

20,561,927

4,021,089

62,785

4,083,874

2,401,642

621,975

262,287

3,285,904

27,931,705

Net Income (loss): (1)

2005

493,321

131,907

(23,831)

108,076

52,241

(27,108)

0

25,133

626,530

2004

275,286

132,466

9,626

142,092

57,062

42,078

96,351

195,491

612,869

2003

-208,361

39,702

30,549

70,251

(145,838)

153,085

39,351

46,598

(91,512)

Interest income:(1)

2005

87,483

0

0

0

188,363

0

0

188,363

275,846

2004

124,041

0

9

9

131,464

14,742

3,868

150,074

274,124

2003

25,725

0

0

0

70,871

10,544

51

81,466

107,191

Interest expense:(1)

2005

1,294,782

68,400

11,277

79,677

15,326

0

0

15,326

1,389,785

2004

1,185,000

81,955

8,103

90,058

23,365

0

35,280

58,645

1,333,703

2003

1,199,108

86,629

10,911

97,540

20,244

121

58,665

79,030

1,375,678

Total assets:

2005

28,964,893

1,607,966

178,318

1,786,284

1,130,122

0

0

1,130,122

31,881,299

2004

27,032,685

1,649,103

0

1,649,103

76,115

187,408

0

263,523

28,945,311

2003

26,651,374

1,694,824

0

1,694,824

934,901

328,184

1,126,633

2,389,718

30,735,916

Capital Expenditures:

2005

1,141,029

19,121

0

19,121

0

0

0

0

1,160,150

2004

797,640

28,490

0

28,490

0

0

0

0

826,130

2003

972,779

95,298

0

95,298

171,814

10,845

0

182,659

1,250,736

Federal income tax expense:

2005

487,447

72,626

(12,127)

60,499

26,912

0

0

26,912

574,858

2004

163,363

68,240

4,959

73,199

29,396

20,573

50,060

100,029

336,591

2003

-151,931

24,247

15,770

40,017

(117,196)

78,000

23,673

(15,523)

(127,437)

 

  1. (1) Before elimination of intercompany interest.
  2. (2) The Appliance Co. discontinued operations in September 2003.
  3. (3) Tax Center International discontinued operations in October 2004.
  4. (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.

(3) Major Customers

The Company has three major customers, Corning Incorporated, New York State Electric & Gas (NYSEG) and Bath Electric Gas & Water Systems (BEGWS). The loss of any of these customers could have a significant impact on the Company's financial results. Total revenue and deliveries to these customers were as follows:

Mcf

% of Total

Amount

% of Total

Corning Inc.

Year ended September 30, 2005

1,497,000

16

$723,000

3

Year ended September 30, 2004

1,489,000

17

$774,000

4

Year ended September 30, 2003

1,704,000

21

$990,000

5

NYSEG

Year ended September 30, 2005

3,833,000

42

$303,000

1

Year ended September 30, 2004

3,223,000

37

$297,000

1

Year ended September 30, 2003

2,906,000

35

$291,000

1

BEGWS

Year ended September 30, 2005

654,000

7

$2,651,000

12

Year ended September 30, 2004

679,000

8

$2,953,000

13

Year ended September 30, 2003

740,000

9

$2,757,000

13

 

(4) Regulatory Matters

 Certain costs are deferred and recognized as expenses when they are reflected in rates and recovered from customers as permitted by SFAS No. 71. These costs are shown as deferred debits and other assets. Such costs arise from the traditional cost-of-service rate setting approach whereby all prudently incurred costs are generally recoverable through rates. Deferral of these costs is appropriate while the Company's rates are regulated under a cost-of-service approach.

In a purely competitive environment, such costs might not have been incurred or deferred. Accordingly, if the Company's rate setting were changed from a cost-of-service approach and it was no longer allowed to defer these costs under SFAS No. 71, certain of these assets may not be fully recoverable. However, the Company cannot predict the impact, if any, of competition and continues to operate in a cost-of-service based regulatory environment. Accordingly, the Company believes that accounting under SFAS No. 71 is still appropriate.

Below is a summarization of the Company's regulatory assets as of September 30, 2005, 2004 and 2003:

2005

2004

2003

Deferred Pension and other:

Pension

$208,121

$337,541

$860,517

Interest

57,252

135,240

135,240

Insurance

93,856

93,856

93,856

Uncollectible A/R

35,377

45,373

45,373

394,606

612,010

1,134,986

Deferred Debits - accounting for income taxes

1,016,661

Deferred Unrecovered gas costs

3,118,280

1,257,783

1,151,694

Total Regulatory Assets

$3,512,886

$1,869,793

$3,303,341

Unrecovered gas costs

These costs are recoverable over future years and

arise from an annual reconciliation of certain gas

revenue and costs (as described in Note 1).

 

The Company expects that its regulatory assets will be fully recoverable from customers.

(5) Long-term Debt

The fair market value of the Company's long-term debt is estimated based on quoted market prices of similar issues having the same remaining maturities, redemption terms and credit ratings. Notes payable to banks are stated at cost, which approximates their value due to the short-term maturities of those financial instruments. Based on these criteria, the fair market value of long-term debt, including current portion, was as follows at September 30, 2005, 2004 and 2003:

2005

2004

2003

Unsecured senior note - 7.9%, due serially with annual payments of

$355,000 beginning on September 1, 2006 through 2016 and

$795,000 due in 2017

$4,700,000

$4,700,000

$4,700,000

First mortgage bonds - 8.25%, series all due 2018, secured by

substantially all utility plant

3,100,000

3,100,000

3,100,000

Unsecured senior note - 9.83%, due serially with annual payments of

$100,000 beginning on September 1, 2007 through 2015 and

$700,000 due in 2016

1,600,000

1,600,000

1,600,000

Mortgage note - 8.02% monthly installments through April 2008

-

-

801,876

Term Loan - variable rate 1/2 point below prime, monthly

installments through August 2010, payable on demand

1,836,666

-

-

Unsecured promissory note - 6.5%, due 2012, with annual

payments of $7,850

54,950

62,800

70,650

Note payable - 6.5% monthly installments through January 2004

secured by assets of Corning Realty

-

-

23,614

Note payable - 6.25% monthly installments through January 2009

secured by assets of Corning Realty

158,500

8,727

269,774

Mortgage note - 6.25% monthly installments through 2010

76,364

83,545

88,930

Note payable - at prime rate, 4.00% at September 2005,

due 12/31/2005

125,000

125,000

125,000

Note payable - at prime rate, 4.00% at September 2005,

due 12/31/2005

70,000

70,000

70,000

Total long-term debt

$11,721,480

9,950,072

10,849,844

Less current installments

2,449,056

79,999

309,977

Less current installments - discontinued operations

12,567

4,810

-

Long-term debt less current installments

9,259,85

7 9,865,263

10,539,867

 

 

2006

$2,461,623

2007

$535,145

2008

$522,125

2009

$478,001

2010

$483,886

2011

and thereafter $7,240,700

 

(6) Lines of Credit

The Company has consolidated lines of credit with local banks to borrow up to $6,600,000 on a short-term basis. Borrowings outstanding under these lines were $6,600,000, $6,325,000 and $6,550,000 at September 30, 2005, 2004 and 2003, respectively. The maximum amount outstanding during the year ended September 30, 2005, 2004 and 2003 was $6,600,000, $7,200,000 and $6,800,000respectively. The lines of credit are unsecured and payable on demand with interest at rates which range from the prime rate (6.25% on September 30, 2005) to the prime rate less 3/4%. As security for the Company's line of credit, collateral assignments have been executed which assign to the lender various rights in the investment trust account, membership interest in Corning Realty Associates, LLC and proceeds from the note agreement. In addition, the lender has a purchase money interest in and to all natural gas purchases by debtor utilizing funds advanced by the bank under the line-of-credit agreement and all proceeds of sale thereof and accounts receivable pertaining to such sale. The weighted average interest rates on outstanding borrowings during fiscal 2005, 2004 and 2003 were 4.92%, 3.35% and 3.48% respectively.

(7) Income Taxes

Income tax expense (benefit) for the years ended September 30 is as follows:

2005

2004

2003

Utility Operations:

Current

$ (322,978)

$ (348,430)

$ (33,395)

Deferred

748,234

410,447

(95,171)

Investment Credits

425,256

62,017

(128,566)

Unregulated Operations:

Current

109,309

216,270

119,937

Deferred

(94,120)

109,309

216,270

25,81

Total Income Tax Expense

$ 534,565

$ 278,287

$ (102,749)

 

Actual income tax expense differs from the expected tax expense (computed by applying the federal corporate tax rate of 34% to income before income tax expense) as follows:

2005

2004

2003

Expected federal tax expense

$ 574,858

$ 336,591

$ (127,437)

State tax expense

(40,293)

(58,304)

24,688

Actual tax expense

$ 534,565

$ 278,287

$ (102,749)

 

The tax effects of temporary differences that result in deferred income tax assets and liabilities at September 30 are as follows:

2005

2004

2003

Deferred income tax assets:

Unbilled revenue

$ 26,228

$ 52,999

$ 26,372

Deferred compensation reserve

763,128

670,387

592,083

Post-retirement benefit obligations

414,330

352,310

262,140

Comprehensive income

814,196

670,914

941,829

Other

51,221

141,729

105,744

Total deferred income tax assets

2,069,103

1,888,339

1,928,168

Deferred income tax liabilities:

Property, plant and equipment, principally

due to differences in depreciation

2,307,529

2,370,873

2,453,532

Pension benefit obligations

44,633

43,740

666,583

Deferred expense - allocations

645,890

329,456

135,975

Other

561,621

824,337

414,127

Total deferred income tax liabilities

3,559,673

3,568,406

3,670,217

Net deferred income tax liability

$ 1,490,570

$ 1,680,067

$ 1,742,049

 

(8) Pension and Other Post-retirement Benefit Plans

In 1997, the Company established a trust to fund a deferred compensation plan for certain officers. The fair market value of assets in the trust was $2,440,237, $2,058,709 and $1,741,050 at September 30, 2005, 2004 and 2003, respectively, and the plan liability, which is labeled as deferred compensation on the balance sheet, was $1,910,686, $1,678,486 and $1,482,430 at September 30, 2005, 2004 and 2003, respectively. The assets of the trust are available to general creditors in the event of insolvency.

The Company has defined benefit pension plans covering substantially all of its employees. The benefits are based on years of service and the employee's highest average compensation during a specified period. The Company makes annual contributions to the plans equal to amounts determined in accordance with the funding requirements of the Employee Retirement Security Act of 1974. Contributions are intended to provide for benefits attributed for service to date, and those expected to be earned in the future.

In addition to the Company's defined benefit pension plans, the Company offers post-retirement benefits comprised of medical and life coverages to its employees who meet certain age and service criteria. Currently, the retirees under age 65 pay 60% of their health care premium until Medicare benefits commence at age 65. After age 65, Medicare supplemental coverage is offered with Company payment of the premium. For union participants who retire on or after September 2, 1992, the Company cost, as stated above, shall not exceed $150 per month. The monthly benefit for all non-union employees, regardless of retirement date, shall not exceed $150. In addition, the Company offers limited life insurance coverage to active employees and retirees. The post-retirement benefit plan is not funded. The Company accrues the cost of providing post-retirement benefits during the active service period of the employee.

The following table shows reconciliations of the Company's pension and post-retirement plan benefits as of September 30:

Pension Benefits

Post-retirement Benefits

2005

2004

2003

2005

2004

2003

Change in benefit obligations

Benefit obligation at

beginning of year

$12,269,200

$12,593,920

$10,769,929

$1,147,138

$1,210,278

$1,170,079

Service cost

374,204

354,997

374,664

34,842

35,709

34,726

Interest cost

746,839

727,166

736,337

69,342

68,583

79,533

Participant contributions

-

-

-

64,374

67,262

89,750

Actuarial (gain) loss

870,123

(402,706)

1,247,377

(22,021)

(45,408)

(8,182)

Benefits paid

(531,511)

(560,158)

(534,387)

(120,374)

(123,029)

(155,628)

Curtailments

(18,675)

(444,019)

-

(2,268)

(66,257)

-

Benefit obligation at end of year

$13,710,180

$12,269,200

$12,593,920

$1,171,033

$1,147,138

$1,210,278

Change in plan assets

Fair value of plan assets at

beginning of year

$8,854,625

$8,279,121

$8,385,260

-

-

-

Actual return on plan assets

680,253

976,746

322,062

-

-

-

Company contributions

248,352

158,916

131,381

56,000

55,767

65,878

Participant contributions

-

-

-

64,374

67,262

89,750

Benefits paid

(531,511)

(560,158)

(559,582)

(120,374)

(123,029)

(155,628)

Fair value of plan assets at

end of year

$9,251,719

$8,854,625

$8,279,121

-

-

-

Funded status

(4,458,461)

(3,414,575)

(4,314,799)

(1,171,033)

(1,147,138)

(1,210,278)

Unrecognized net actuarial

3,787,750

3,186,891

4,799,777

(226,990)

(218,925)

(124,415)

loss / (gain)

Unrecognized PSC adjustment

90,752

131,087

171,422

-

-

-

Unrecognized prior service cost

208,121

337,541

658,480

10,853

16,278

21,703

Unrecognized net transition asset

(88,896)

(128,406)

(167,916)

349,790

393,110

574,250

(obligation)

Additional minimum liability

(2,562,764)

(1,943,550)

(3,388,566)

-

-

-

(Accrued) prepaid benefit cost

(3,023,498)

(1,831,012)

(2,241,602)

(1,037,380)

(956,675)

(738,740)

Accrued contribution

432,792

367,268

40,000

-

-

-

Changes in Amounts Recognized in the Balance Sheets Consist of:

(Accrued) / Prepaid pension cost

as of beginning of fiscal year

(1,831,012)

(2,241,602)

(422,659)

(956,675)

(738,740)

(640,849)

Pension (cost) income

(870,171)

(953,955)

(842,979)

(136,705)

(139,302)

(163,769)

Curtailment

(70,369)

(239,387)

-

-

(134,400)

-

Contributions

432,792

486,184

131,381

-

-

-

Change in receivable contribution

(65,524)

(327,268)

-

-

-

-

Net benefits paid

-

-

-

56,000

55,767

65,878

Change in additional

minimum liability

(619,214)

1,445,016

(1,107,345)

-

-

-

(Accrued) / prepaid pension

cost as of end of fiscal year

(3,023,498)

(1,831,012)

(2,241,602)

(1,037,380)

(956,675)

(738,740)

Weighted average assumptions used to

Determine benefit obligation at September 30

Discount rate

5.00%

6.25%

6.00%

5.00%

6.25%

6.00%

Expected return on assets

8.00%

8.00%

8.00%

-

-

-

Rate of compensation increase

4.50%

4.50%

4.50%

-

-

-

 

For measurement purposes, a 12% annual rate of increase in the per capita cost of covered benefits (health care cost trend rate) was assumed for 2005. The rate is assumed to decrease gradually to 5% by the year 2011 and remain at that level thereafter. A 1% increase in the actual health care cost trend would result in approximately a 4.1% increase in the service and interest cost components of the annual net periodic post-retirement benefit cost and a 4.1% increase in the accumulated post-retirement benefit obligation. A 1% decrease in the actual health care cost trend would result in approximately a 3.6% decrease in the service and interest cost components of the annual net periodic post-retirement benefit cost and a 3.6% decrease in the accumulated post-retirement benefit obligation.

Pension Benefits

Post-retirement Benefits

2005

2004

2003

2005

2004

2003

Components of net period

Benefit cost (benefit)

Service Cost

360,993

379,997

374,664

33,736

35,709

34,726

Interest Cost

750,512

727,166

736,337

70,077

68,583

79,533

Expected return on plan assets

(702,181)

(660,479)

(655,554)

-

-

-

Amortization of prior service

70,713

81,552

114,053

5,425

5,425

5,425

Amortization of transition obligation

(39,510)

(39,510)

(39,510)

43,320

46,740

57,000

Amortization of PSC adjustment

40,335

40,335

40,335

-

-

-

FAS88 Recognition - loss on curtailment

-

239,387

-

-

-

-

Amortization of unreconized actuarial loss (gain)

326,311

424,894

272,654

(21,893)

(17,155)

(12,915)

Net periodic benefit cost (benefit)

$807,173

$1,193,342

$842,979

$130,665

$139,302

$163,769

Amounts Recognized in the Balance Sheet Consists of:

Accrued Benefit Liability

($1,176,261)

($318,574)

($1,360,142)

($1,253,697)

($1,094,838)

($881,405)

Prior Period Adjustment

(208,070)

(206,863)

-

-

7,730

-

Regulatory Adjustments

(1,573,643)

(1,305,575)

(881,460)

216,317

130,433

142,665

Change in Receivable Contribution

(65,524)

-

-

-

-

-

Net Amount Recognized at End of Period

($3,023,498)

($1,831,012)

($2,241,602)

($1,037,380)

($956,675)

($738,740)

Weighted average assumptions used To determine net

period cost at September 30

Discount Rate

5.00%

6.25%

6.00%

5.00%

6.25%

6.00%

Expected Return on Assets

8.00%

8.00%

8.00%

8.00%

8.00%

8.00%

Rate of Compensation Increase

4.50%

4.50%

4.50%

4.50%

4.50%

4.50%

 

The expected returns on plan assets of the Retirement Plan and Post-Retirement Plan are applied to the market-related value of plan assets of the respective plans. For the Retirement Plan, the market-related value of assets recognizes the performance of its portfolio over five years and reduces the effects of short-term market fluctuations. The market-related value of Post-Retirement Plan assets is set equal to market value.

The current year pension expense recognizes a curtailment loss as of October 1, 2004 associated with a significant layoff of plan participants resulting from the sale of the Tax Division.

For ratemaking and financial statement purposes, pension expense represents the amount approved by the PSC in the Company's most recently approved rate case. Pension expense (benefit) for ratemaking and financial statement purposes was approximately $365,742, $359,218 and $214,385 for the years ended September 30, 2005, 2004 and 2003 respectively. The difference between the pension expense (benefit) for ratemaking and financial statement purposes, and the amount computed above has been deferred and is not included in the prepaid pension cost noted above. Such balances equal $1,573,641, $1,305,575 and $795,750 as of September 30, 2005, 2004 and 2003 respectively.

The PSC has allowed the Company to recover incremental cost associated with post-retirement benefits through rates on a current basis. Due to the timing differences between the Company's rate case filings and financial reporting period, a regulatory liability of ($44,955), ($38,102) and ($153,088) has been recognized at September 30, 2005, 2004 and 2003 respectively.

The Company also maintains the Corning Natural Gas Corporation Employee Savings Plan (the "Savings Plan"). All non-union employees of the Company who work for more than 1,000 hours per year and who have completed one year of service may enroll in the Savings Plan at the beginning of each calendar quarter. Under the Savings Plan, participants may contribute up to 50% of their wages. For non-union employees, the Company will match one-half of the participant's contribution up to a total of 3% of the participant's wages. The Company contribution to the plan was $35,337 in 2005, $37,184 in 2004 and $73,207 in 2003.

(9) Commitments

The Company has agreements with five pipeline companies providing for pipeline capacity for terms that extend through 2012. These agreements require the payment of a demand charge for contracted capacity at Federal Energy Regulatory Commission (FERC) approved rates. Purchased gas costs incurred under these pipelines capacity agreements during 2005, 2004 and 2003 amounted to $2,337,737, $2,451,471 and $2,921,838 respectively. Contracted capacity costs for the next five years will be at FERC approved rates and will likely approximate $2,500,000. The Company also has short-term gas purchase agreements averaging six months in length, with prices tied to various indices. The Company does not anticipate these agreements to be significantly in excess of normal capacity requirements.

(10) Discontinued Operations

In October 2004, the Company discontinued operations of Tax Center International. The Company was unsuccessful in locating a buyer in the limited marketplace, and remaining assets will be transferred to the parent company.

On July 8, 2004 the Company sold the assets of Foodmart Plaza LLC. Proceeds from the sale of $1.3 million were used to pay expenses and pay off the mortgage. A pre-tax gain of $133,020 was recognized on the sale of the assets.

The assets of the Appliance Company were sold in mid-September 2003 to a small group of primarily local investors. The assets, which consisted primarily of rented appliances in service, inventory, displays, equipment and vehicles, were sold for $1,992,400 including the $240,000 discussed below. The Company received $1,152,400 in cash and loaned the new Company $600,000 with interest at the rate of 6.25% which will be amortized and paid within five years. The remaining $240,000 will be paid in $80,000 increments at the conclusion of each of three years if the newly formed Company attains specific revenue levels during each of those three periods. The Company experienced a pre-tax profit of $364,740 on the sale of this business of which $124,740 was earned during fiscal 2003 and $80,000 was earned in 2004. An additional $80,000 will be earned in each of the years 2005 and 2006 if revenue levels meet expectations.

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors Corning Natural Gas Corporation and Subsidiary Corning, New York

We have audited the accompanying consolidated balance sheets of Corning Natural Gas Corporation and Subsidiary as of September 30, 2005 and 2004, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended September 30, 2005. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Corning Natural Gas Corporation and Subsidiary as of September 30, 2005 and 2004, and the results of their consolidated operations and their consolidated cash flows for each of the three years in the period ended September 30, 2005, in conformity with accounting principles generally accepted in the United States of America.

Rotenberg & Co., LLP Rochester, New York November 21, 2005

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

SUMMARY OF FINANCIAL AND OPERATING STATISTICS

2005

2004

2003

2002

2001

Total assets

$31,881,286

$28,945,311

$30,735,916

$28,853,981

$29,330,254

Long-term debt, less current installments

$9,259,857

9,670,263

10,539,867

10,593,738

10,905,093

Summary of earnings:

Utility operating revenue

$22,877,858

$21,995,505

$20,561,927

$17,241,615

$24,121,238

Total operating expenses and taxes

21,177,838

20,660,186

19,598,325

16,120,931

22,879,305

Net utility operating income

1,700,020

1,335,319

963,602

1,120,684

1,241,933

Other income

88,083

124,967

17,853

24,696

34,614

Non-utility Earnings

133,209

337,583

116,849

307,641

290,678

Interest expense-regulated

1,294,782

1,185,000

1,189,816

926,868

960,675

Net Income

$626,530

$612,869

($91,512)

$526,153

$606,550

Number of common shares

506,918

506,918

482,900

460,000

460,000

Earnings per common share

$1.25

$1.22

($0.19)

$1.14

$1.32

Dividends paid per common share

$0

$0

$0

$0.65

$1.30

Statistics (unaudited)-

Gas delivered (MMcf )

Residential

1,115

1,116

1,179

997

1,507

Commercial

270

298

325

263

307

Other utilities

313

340

404

300

339

Transportation deliveries

7,450

6,947

6,364

5,978

6,392

Total deliveries

9,148

8,701

8,272

7,538

8,545

Number of customers-end of period

14,344

14,378

14,316

14,388

14,454

Average Mcf use per residential customer

107

109.2

119.3

93.8

119.1

Average revenue per residential customer

$1,242.03

$1,167.69

$1,158.90

$897.71

$1,250.44

Number of degree days (1)

7,109

6,918

7,434

5,629

6,809

Percent (warmer) colder than avg.

3.2

1.7

8.3

(13.1)

5.0

Peak day deliveries (Mcf )

58,327

53,922

52,753

52,467

53,523

Number of rental appliances in service

0

0

0

6,179

6,213

Miles of mains

404.7

404.3

403.9

402.3

398.4

Investment in gas plant (at cost)

$26,826,478

$25,749,195

$24,953,757

$23,980,978

$22,940,150

Stockholders' equity per share

9.93

9.54

7.17

9.06

10.63

(1) Thirty year average degree days: 6,890

 

Common Stock Data-Market Price (OTC)

Quarter Ended High Low

December 31, 2003

13.25

12.00

March 31, 2004

13.00

10.10

June 30, 2004

20.00

13.30

September 30, 2004

17.40

9.50

December 31, 2004

14.00

9.50

March 31, 2005

13.00

10.60

June 30, 2005

16.00

10.80

September 30, 2005

16.00

14.45

NOTE: A stock dividend in the amount of 5% was paid during the 1st quarter of fiscal 2003 and 2004.

 

 

 



Corning Natural Gas Corporation

330 W. William Street P.O. Box 58 Corning, New York 14830

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be held on Tuesday, February 7, 2006

Corning, New York January 3, 2006

 

To the Common Stockholders of Corning Natural Gas Corporation

Notice is hereby given that the Annual Meeting of Stockholders of Corning Natural Gas Corporation (the Company) will be held at the office of the Company, 330 W. William Street, in the City of Corning, New York on Tuesday, February 7, 2006 at 10:30 A.M., local time, for the following purposes:

(1)

To fix the number of Directors at five and to elect a Board of Directors for the

ensuing year.

(2)

To transact such other business as may properly come before the meeting.

The stock transfer books will not be closed, but only common stockholders of record at the close of business on December 27, 2005 will be entitled to vote at the meeting or any adjournment thereof.

You are cordially invited to attend the meeting and vote your shares. In the event that you cannot attend, please date, sign and mail the enclosed proxy in the enclosed self-addressed envelope. A stockholder who executes and returns a proxy in the accompanying form has the power to revoke such proxy at any time prior to the exercise thereof.

By Order of the Board of Directors

GARY K. EARLEY, Secretary & Treasurer

 

 

CORNING NATURAL GAS CORPORATION PROXY STATEMENT

January 3, 2006

 

By Whom Proxy Solicited and Solicitation Expenses. The accompanying proxy is solicited by the Board of Directors of Corning Natural Gas Corporation (the "Company") for use at the Annual Meeting of Stockholders to be held on Tuesday, February 7, 2006. Proxies in substantially the accompanying form, properly executed and received prior to or delivered at the meeting and not revoked, will be voted in accordance with the specification made. The expense of soliciting proxies will be borne by the Company.

The approximate date upon which this proxy statement and the accompanying proxy will first be mailed to stockholders is January 3, 2006.

Right to Revoke Proxy. Any stockholder giving the proxy enclosed with this statement has the power to revoke it at any time prior to the exercise thereof. Such revocation may be by writing (which may include a later dated proxy) received by the Office of the Secretary, Corning Natural Gas Corporation, 330 W. William Street, P.O. Box 58, Corning, New York, 14830, no later than February 6, 2006 if by mail, or prior to the exercise thereof if delivered by hand. Such revocation may also be effected orally at the meeting prior to the exercise of the proxy.

Proposals of Stockholders. Stockholders' proposals intended to be presented at the 2007 Annual Meeting of Stockholders must be received by the Office of the Secretary, Corning Natural Gas Corporation, 330 W. William Street, P.O. Box 58, Corning, New York 14830, by September 8, 2006. As to any proposal that a stockholder intends to present to stockholders without being included in the Company's proxy statement for the Company's 2007 Annual Meeting of Stockholders, the proxies named in management's proxy for the meeting will be entitled to exercise their discretionary authority on that proposal unless the Company receives notice of the matter to be proposed not later than November 24, 2006. Even if proper notice is received on or prior to November 24, 2006, the proxies named in management's proxy for that meeting may nevertheless exercise their discretionary authority with respect to such matter by advising stockholders of such proposals and how they intend to exercise their discretion to vote on such matter, unless the stockholder making the proposal solicits proxies with respect to the proposal as set forth in Rule 14a-4(c)(2) of the Securities Exchange Act of 1934.

Voting Securities Outstanding. There were 506,918 shares of common stock outstanding and entitled to vote on December 27, 2005 (the "Record Date"). Each share of common stock is entitled to one vote. Only stockholders of record on the Record Date are entitled to notice of and to vote at the meeting or any adjournment thereof.

Abstentions and broker non-votes are each included in calculating the number of shares present and voting for purposes of determining quorum requirements. However, each is tabulated separately. Abstentions are counted in tabulating the votes cast on proposals presented to shareholders, whereas broker non-votes are not counted for purposes of determining whether a proposal has been approved.

Beneficial Stock Ownership

The following table sets forth the shares of the Company's common stock, and the percent of total outstanding shares represented thereby, beneficially owned* by the nominees for director of the Company, the Chief Executive Officer of the Company, all directors and officers as a group, and all persons or groups known to the Company to beneficially own more than 5% of such stock.

*As used in this Proxy Statement, "beneficial ownership" includes direct or indirect, sole or shared power to vote, or to direct the voting of, and/or investment power to dispose of, or to direct the disposition of, shares of the common stock of the Company. Except as otherwise indicated in the footnotes below, the listed beneficial owners held direct and sole voting and investment power with respect to the stated shares.

Shares of Stock

Beneficially Owned

Beneficial Owners

Directly or

Percent

as of December 1, 2005

Indirectly

of Class

J. Edward Barry

50,712(1)

10.00%

330 W. William Street

Corning, New York 14830-2152

Thomas K. Barry (Director and

16,243

3.20%

Chief Executive Officer)

330 W. William Street

Corning, New York 14830-2152

Thomas H. Bilodeau (Director)

4,175(2)

*

336 Golfview Road, Apt. 207

North Palm Beach, Florida 33408-3521

Bradford J. Faxon (Director)

29,995(3)

5.90%

225 Hix Bridge Road

Westport, Massachusetts 02790-1312

Liselotte R. Lull and

49,642(4)

9.80%

Robert E. Lull

231 Watauga Avenue

Corning, New York 14830-3233

Kenneth J. Robinson (Director and

5,120(5)

1.00%

Executive Vice President)

330 W. William Street

Corning, New York 14830-2152

All directors and officers

59,132(6)

11.70%

of the Company, eight persons

as a group

* Less than one percent

 

  1. (1) Includes 27,634 shares held in trust, with respect to which J. Edward Barry has shared voting and investment power, and 23,078 shares beneficially owned and held in trust on behalf of Virginia S. Barry, with respect to which J. Edward Barry also has shared voting and investment power.
  2. (2) All shares are held in trusts and Mr. Bilodeau is a beneficiary or contingent beneficiary of such trusts.
  3. (3) Includes indirect beneficial ownership of 5,987 shares owned by children of Bradford J. Faxon, and as to which Bradford J. Faxon has shared voting and investment power.
  4. (4) Includes 25,773 shares owned by Liselotte R. Lull and 23,869 shares owned by Robert E. Lull.
  5. (5) Includes 5,086 shares owned jointly with Sherry Robinson.
  6. (6) Aggregate record or imputed beneficial ownership, with sole or shared voting or investment power.

Election of Directors. (Proposal No. 1) It is the intention of the persons named in the enclosed proxy to vote the shares represented by the proxy to fix the number of directors at five and to elect the nominees listed below to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified. In the event of a vacancy in the list of nominees, an event which the Board of Directors does not anticipate, the holders of the proxies will vote for the election of a nominee acceptable to the remaining nominees. The directors shall be elected by a plurality of votes cast. The following is a brief description of each nominee, including his principal employment or professional experience for the past five years.

Thomas K. Barry, 60, Chairman of the Board of Directors since 1993, President of the Company since 1983, Chief Executive Officer since 1984. A Director since 1983 and Chairman of the Executive Committee. Son of J. Edward Barry, Consultant to the Company.

Thomas H. Bilodeau, 63, Vice President - Finance, Medical & Environmental Coolers, Inc. since 1990. A Director since 1984, Chairman of the Audit Committee and a member of the Compensation Committee.

Bradford J. Faxon, 67, Retired; former President of Fall River Gas Company 1986-2001. A Director since 1984, Chairman of the Compensation Committee and a member of the Executive and Audit Committees.

Robert J. Pollock, 72, Has provided real estate sales services for R. P. Valois Real Estate, Inc. since 2002. Vice President NE Sales at First Marketing Company 1978 - 1996 and Consultant

- Sales & Marketing 1996 - 2002. Was formerly the Clerk of Fall River Gas Company (1986-2000) and a Director of the Fall River Gas Appliance Company (1986-2000). On November 28, 2005, following the death of former Director Donald Patnode on September 9, 2005, the Board of Directors voted to have Mr. Pollock serve as a member of the Board of Directors and member of the Company's Audit and Compensation Committees effective January 1, 2006.

Kenneth J. Robinson, 61, Executive Vice President since 1992. Joined the Company in 1978 as an accountant and most recently served as Financial Vice President and Treasurer for 4 years. A Director since 2000 and a member of the Executive Committee.

Board of Directors and Committees. The Board of Directors has a standing Audit Committee, of which Messrs. B.J. Faxon, T.H. Bilodeau and R.J. Pollock are the members. Messr.

D.R. Patnode served on (and was Chairman of) the Audit Committee until his death on September 9, 2005. Messr. R.J. Pollock was appointed to the Audit Committee effective January 1, 2006. Messr. T.H. Bilodeau was appointed as the Chairman of the Audit Committee on September 29, 2005. The function of the Audit Committee is to recommend the selection of independent auditors, review the plan and results of the independent audit and approve each professional service provided by the independent auditors. The Audit Committee had four meetings in fiscal 2005. The Audit Committee operates under a charter, which is attached to this Proxy statement as Appendix A. The members of the Audit Committee meet the independence standards of Sections 303.01(B) (2) (a) and (3) of the New York Stock Exchange's listing standards. The Board of Directors has not identified any member of the Audit Committee as a financial expert as defined in Item 401(e) of Regulation S-B as it has not been determined that any member of the Committee fully meets the technical qualifications for designation as a financial expert as defined in Item 401(e) of Regulation S-B. The Board of Directors has determined that designation of a financial expert on the Audit Committee is unnecessary as each member of the Audit Committee has considerable experience with the review of public company financial statements, management of public companies and familiarity with the audit process, which qualifications give the Company the necessary confidence in their ability to fulfill their obligations as members of the Audit Committee.

Audit Committee Report1

To the Board of Directors of Corning Natural Gas Corporation:

The Audit Committee of Corning Natural Gas Corporation ("Corning") has reviewed and discussed Corning's audited financial statements for the year ended September 30, 2005 with the information contained in the Audit Committee Report shall not be deemed to be "soliciting material" or deemed "filed" with the Commission as provided in Regulation S-B 228.206 (c).

Rotenberg & Co. LLP, Corning's independent auditing firm. In addition, we have discussed with Rotenberg & Co. LLP the matters required to be discussed by Statement of Auditing Standards No. 61 as amended by Statement of Auditing Standards No. 89 and 90.

The Committee also has received the written disclosures and the letter from Rotenberg & Co. LLP required by Independence Standards Board Standard No. 1, and we have discussed with Rotenberg & Co. LLP such firm's independence. We have also discussed with Corning's management and the auditing firm such other matters and received such assurances from them as we deemed appropriate.

As a result of our review and discussions, we have recommended to the Board of Directors the inclusion of Corning's audited financial statements in the annual report for the year ended September 30, 2005, on Form 10-KSB.

The Audit Committee of Corning Natural Gas Corporation Thomas H. Bilodeau, Chairman Bradford J. Faxon Robert J. Pollock

The Board of Directors also has a standing Compensation Committee, of which Messrs. B.J. Faxon, T.H. Bilodeau and R.J. Pollock are the members. Messr. D.R. Patnode served on the Compensation Committee until his death on September 9, 2005. Messr. R.J. Pollock was appointed to the Compensation Committee effective January 1, 2006. This committee met once during 2005. This committee reviews officer performance and duties and decides upon appropriate remuneration.

The Board of Directors does not have a standing nominating committee, or any committee performing similar functions. The Board of Directors is of the view that such a committee is unnecessary given the relatively small size of the Board and the percentage by which each Director was re-elected last year (as to each, over 97% of the votes cast). All Directors participate in the consideration of nominees for Directors.

The Board of Directors met five times in 2005. Each Director attended more than 75% of the aggregate number of meetings of the Board and committees on which he served during the year.

At the most recent annual meeting of stockholders of the Company, held on February 8, 2005, out of a total of 506,918 shares entitled to vote at the meeting, 278,242 shares (55% of the total) were actually voted at the meeting with respect to the election of Directors. Nominees proposed for election by the Board of Directors were elected by requisite vote at such meeting. Each nominee received an affirmative vote of over 97% of the votes cast. All members of the Board of Directors are expected to attend the annual meeting of stockholders. Last year all members of the Board of Directors attended the annual meeting.

Section 16 (a) Beneficial Ownership Reporting Compliance. Based solely on a review of Forms 3, 4 and 5 (and amendments thereto) furnished to the Company pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934 (the "Exchange Act") during and with respect to its most recent fiscal year, as well as written representations furnished to the Company by reporting persons, all persons subject to Section 16 of the Exchange Act with respect to the Company have filed on a timely basis all reports required by Section 16 (a) of the Exchange Act during the most recent fiscal year.

Cash Compensation of Executive Officers. The following table sets forth the compensation paid or accrued by the Company and its subsidiary during the fiscal years ended September 30, 2003, September 30, 2004 and September 30, 2005 to the Company's Chief Executive Officer and to each Executive Officer whose aggregate cash compensation exceeded $100,000. Although only principal capacities are listed, the compensation figures include all compensation received in any capacity, including directorships, for services rendered during the fiscal years indicated.

SUMMARY COMPENSATION TABLE Annual Compensation(1)

Name and Principal Position

Other Annual

Year

Salary (2)

Bonus

Compensation (3)

Thomas K. Barry

2005

$219,178

$10,907

$17,000

President and Chief Executive Officer

2004

$211,766

$3,821

$15,500

2003

$199,617

$3,811

$15,500

Kenneth J. Robinson

2005

$160,374

---

$16,500

Exec. Vice President

2004

$154,951

$10,288

$15,000

2003

$146,487

$9,379

$15,000

 

  1. (1) The Company did not pay any long-term compensation to its Chief Executive Officer or to its other executive officers during the fiscal years ended September 30, 2005, 2004, and 2003.
  2. (2) The amounts in this column include the aggregate of cash contributions received and matching contributions made by the Company on behalf of the named executive officers to the Company's 401(k) Savings Plan (the "Savings Plan").
  3. (3) Consists of director's fees paid to Messrs. Barry and Robinson by the Company and its subsidiary.

A description of the executive officers, other than Mr. Thomas K. Barry and Mr. Kenneth J. Robinson, for whom a description is provided above, is set forth below.

Stanley G. Sleve (age 55) is Vice President - Business Development. Mr. Sleve began employment with the Company in January, 1998 primarily to secure and develop new business.

Mr. Sleve has had twenty-five years of project, client and construction management experience with engineering and architectural service firms.

Joel D. Moore (age 48) is Vice President - Operations. Mr. Moore, a licensed professional engineer, provided gas engineering consulting services for the Company for approximately a year through Integrity Engineering PLLC. He closed this business to join the Company on a full time basis as of September 1, 2005. Mr. Moore was employed by New York State Electric & Gas Corporation as a gas pipeline engineer and field planner from 1986 through 1999 at which time he started Integrity Engineering PLLC.

Firouzeh Sarhangi (age 47) is Vice President - Finance. Mrs. Sarhangi was the original owner/operator of the Tax Center International (TCI) which the Company purchased as a subsidiary in 1998. Mrs. Sarhangi was employed as the General Manager and eventually President of TCI until February 2004 when she was appointed Vice President - Finance of Corning Natural Gas Corporation. Mrs. Sarhangi has had twenty-four years of public accounting experience and recently served on the Advisory Board of the Commissioner of the U.S. Treasury.

Gary K. Earley (age 51) is Secretary and Treasurer. Mr. Earley has been a practicing accountant since 1976. He joined the Company in 1987 as an accountant in the rates and regulations department and has served as Treasurer for the past 13 years, and has served as Secretary since January 1, 2003.

Compensation Pursuant to Plans. The Company has entered into separate supplemental benefits agreements with Thomas K. Barry and Kenneth J. Robinson (collectively, the "Supplemental Benefits Agreements"), which provide that the officer covered thereby and retiring after the age of 62 is entitled to receive monthly payments equal to 35% of such officer's monthly salary at retirement for either life or 180 months, whichever is longer. Such amount payable shall increase by 4% annually on the anniversary date of such officer's retirement. Retirement benefits otherwise available upon retirement at age 62 under the Supplemental Benefits Agreements are reduced cumulatively by 4% for each year prior to age 62 in which the covered officer retires; provided, however, that an officer covered under a Supplemental Benefits Agreement receives no retirement benefits thereunder in the event that such officer retires before age 55. Furthermore, the Supplemental Benefits Agreements provide that in the event that an officer covered by a Supplemental Benefits Agreement dies prior to retirement, such officer's designated beneficiary is entitled to receive monthly payments equal to 50% of such officer's monthly salary at death for 180 months.

Eligibility to enter into a Supplemental Benefits Agreement, or equivalent thereof, is based upon employee performance, service and value to the Company; such eligibility is determined on an individual basis by the Board of Directors. Currently, Thomas K. Barry and Kenneth J. Robinson are the only employees of the Company covered by a Supplemental Benefits Agreement, and no payments have been made to date under such agreements. The Supplemental Benefits Agreements are in addition to the amounts shown in the Summary Compensation Table and are not subject to limitation. As of September 30, 2005 the estimated annual benefits payable under a Supplemental Benefits Agreement upon retirement at the normal retirement age for Mr. K.J. Robinson are $56,238 and for Mr. T.K. Barry are $76,860.

The Company also maintains the Corning Natural Gas Corporation Employees Savings Plan (the "Savings Plan"). All non-union employees of the Company who work for more than 1,000 hours per year and who have completed one year of service may enroll in the Savings Plan at the beginning of each calendar quarter. Under the Savings Plan, participants may contribute up to 50% of their wages. For non-union employees the Company will match one-half of the participant's contributions up to a total of 3% of the participant's wages. Company matching contributions vest in the participants at a rate of 20% per year and become fully vested after five years. All participants may select one of ten investment plans, or a combination thereof, for their account. Distribution of amounts accumulated under the Savings Plan occurs upon the termination of employment or death of the participant. The Savings Plan also contains loan and hardship withdrawal provisions. During the fiscal year ended September 30, 2005, no amounts were distributed to executive officers under the Savings Plan. The amounts accrued under the Savings Plan by Messrs. T.K. Barry and K.J. Robinson in fiscal 2005 are included in the compensation figures in the table on Page 6.

Compensation of Directors. The current annual Director's compensation is $7,000. In addition, Directors are paid $500 for each Board meeting attended. Additionally, the chairman of the Board's Executive, Audit and Compensation committees receive an annual fee of $1,500 for such services. Committee members other than the chairman are paid $1,000 annually to serve on the Executive and Compensation committees while Audit committee members are paid $1,500 annually. There is a limitation that no committee chairman or member may receive more than $2,000 annually for such service regardless of the number of committees on which he serves.

As allowed by New York law, the Company currently has in effect an insurance policy, with an effective date of June 1, 2005, with National Union Fire Insurance Company for the indemnification of officers and directors at an annual premium cost of $60,000.

Employment Contracts and Termination of Employment and Change-in-Control Arrangements. The Company has entered into an employment contract with each of Mr. T.K. Barry and Mr. K.J. Robinson. Under the terms of such employment contracts, each officer is compensated for his duties as an officer and director with such salary as is determined from time to time by the Board of Directors. The term of each officer's employment contract is for a rolling three year period, unless earlier terminated by an act of either the Company or such officer. Each officer's employment contract further provides that upon any change in control of the Company leading to the termination of such officer's employment with the Company, the Company shall pay such officer three times his then-present annual salary and reimbursement of payments for excise tax, if any, required under Section 4999 of the Internal Revenue Code. The Employment Contracts also provide for payment to such officer, upon his retirement, of amounts that, when combined with payments under the pension plan, would provide such officer a total pension benefit, as specified in the Company's pension plan, as if the limitations on pension plan payments under Internal Revenue Code Sections 415(b) and (e) did not apply. Payment of such amounts and downward adjustments of such amounts are made under the same terms as specified in the pension plan. Such contracts also require the Company's continued provision of health care benefits to such officer after retirement, except when the officer is terminated for cause. Additionally, the Company has entered into a contract with each of Mr. T.K. Barry and Mr. K.J. Robinson whereby the Company has agreed to transfer ownership of a paid-up insurance policy on the life of such officer upon a change of control of the Company.

Auditors.

Deloitte & Touche, LLP, Certified Public Accountants, served as the Company's independent auditors for the fiscal years ended September 30, 2002 and 2003. As set forth in the Forms 8-K and 8-K/A filed with the SEC on January 9, 2004 and January 20, 2004, respectively, the Company notified Deloitte & Touche, LLP on January 8, 2004 that it was dismissed as the Company's independent auditors effective January 7, 2004. The decision to dismiss Deloitte & Touche, LLP was approved by the Audit Committee of the Board of Directors.

In connection with the audits of the two fiscal years ended September 30, 2002 and 2003, and through the date of termination (January 7, 2004), there were no disagreements with Deloitte & Touche, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement.

The audit reports of Deloitte & Touche, LLP on the consolidated financial statements of the Company and subsidiary as of and for the years ended September 30, 2002 and 2003 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified as to uncertainty, audit scope, or accounting principles.

As previously disclosed in the Forms 8-K and 8-K/A filed with the SEC on January 9, 2004 and January 20, 2004, respectively, in connection with the audit for the Company's most recent fiscal year (ended September 30, 2003), Deloitte & Touche LLP did advise the Company of two reportable conditions in the Company's internal controls. Those specific items involved user access to the computer operating system, which could possibly result in manipulation of computer data. The Company was also advised that a formal process was not in place for reviewing compliance of its financial statements with generally accepted accounting principles.

The Company requested that Deloitte & Touche LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the statements contained above. A copy of that letter, dated January 21, 2004 has been filed as exhibit 16 to the Form 8-K/A filed January 20, 2004.

The Company has made changes in its procedures to address the two reportable conditions set forth above and has discussed the issues and the Company's response with the Audit Committee and the Company's new independent auditors, Rotenberg & Co. LLP. The Company directed Deloitte& Touche LLP to cooperate fully and provide all necessary information in connection with the transition to the Company's new independent auditors, Rotenberg & Co. LLP, including with respect to the reportable conditions discussed above. After discussions regarding these reportable conditions and the Company's changes in procedures with respect to such matters, Rotenberg & Co. LLP has advised the Company that they believe the reportable conditions have been sufficiently addressed by the actions taken by the Company.

The Company has engaged Rotenberg & Co. LLP, Certified Public Accountants of Rochester, New York, as its principal accountants as of March 3, 2004. The decision to engage Rotenberg & Co. LLP was approved by the Audit Committee of the Board of Directors.

Rotenberg & Co. LLP, who have been selected as auditors for the Company for the ensuing fiscal year, have no direct or indirect financial interest in the Company or its subsidiaries in the capacity of promoter, underwriter, voting director, officer or employee. A representative of Rotenberg & Co. LLP plans to be present at the annual meeting, with the opportunity to make a statement if such representative desires to do so, and will be available to respond to appropriate questions.

The following table sets forth invoiced and estimated fees incurred by the Company from its principal accountant for the years ended September 30, 2004 and 2005. The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining Rotenberg & Co. LLP's independence.

2004

2005

Audit Fees

$127,000

$100,881

Audit-Related Fees

Tax Fees

$25,000

$15,500

All other Fees

Total

$152,000

$116,381

 

Other Matters. Except for the matters set forth above, the Board of Directors knows of no matters which may be presented to the meeting, but if any other matters properly come before the meeting, it is the intention of the persons named in the accompanying form of proxy to vote such proxy in accordance with their judgment in such matters.

Contacting the Board of Directors. Any shareholder may contact any of the Company's Directors, including the Chairman of the Board of Directors, Thomas K. Barry, by writing to the appropriate individual c/o Corning Natural Gas Corporation, 330 W. William Street, P.O. Box 58, Corning, New York, 14830. All communications will be forwarded to the Director to which they are addressed.

PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY.

By Order of the Board of Directors,
GARY K. EARLEY
Secretary & Treasurer

Annual Report

A copy of the Company's 2005 Annual Report to Shareholders accompanies this Proxy Statement, but does not constitute part of the proxy solicitation materials.

Persons whose proxies are solicited by the Board of Directors of the Company may obtain, without charge, a copy of the Company's Annual Report on Form 10-KSB, including the financial statements and schedules thereto, required to be filed with the Securities and Exchange Commission for the Company's most recent fiscal year. The report will be furnished upon request made in writing to:

Thomas K. Barry Chairman of the Board of Directors Corning Natural Gas Corporation 330 W. William Street

P.O. Box 58 Corning, New York 14830

 

AUDIT COMMITTEE CHARTER

This Audit Committee Charter (Charter) has been adopted by the Board of Directors (the Board) of Corning Natural Gas Corporation (the Company). The Audit Committee of the Board (the Committee) shall review and reassess this charter annually and recommend any proposed changes to the Board for approval.

Role and Independence: Organization

The Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, internal control and financial reporting practices of the Company. It may also have such other duties as may from time to time be assigned to it by the Board. The membership of the Committee shall consist of at least three directors, who are each free of any relationship that, in the opinion of the Board, may interfere with such member's individual exercise of independent judgment. Each Committee member shall also meet the independence and financial literacy requirements for serving on audit committees, and at least one member shall have accounting or related financial management expertise, all as set forth in the applicable rules of the Nasdaq. The Committee shall maintain free and open communication with the independent auditors, the internal auditors and Company management. In discharging its oversight role, the Committee is empowered to investigate any matter relating to the Company's accounting, auditing, internal control or financial reporting practices brought to its attention, with full access to all Company books, records, facilities and personnel. The Committee may retain outside counsel, auditors or other advisors.

One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas, and making regular reports to the Board. The chair will also maintain regular liaison with the CEO, CFO, the lead independent audit partner and the director of internal audit.

The Committee shall meet at least four times a year, or more frequently as the Committee considers necessary. At least once each year the Committee shall have separate private meetings with the independent auditors, management and the internal auditors.

Responsibilities

Although the Committee may wish to consider other duties from time to time, the general recurring activities of the Committee in carrying out its oversight role are described below. The Committee shall be responsible for:

  • Recommending to the Board the independent auditors to be retained (or nominated for shareholder approval) to audit the financial statements of the Company. Such auditors are ultimately accountable to the board and the Committee, as representatives of the shareholders.
  • Evaluating, together with the Board and management, the performance of the independent auditors and, where appropriate, replacing such auditors.
  • Obtaining annually from the independent auditors a formal written statement describing all relationships between the auditors and the Company, consistent with Independence Standards Board Standard Number 1. The Committee shall actively engage in dialogue with the independent auditors with respect to any relationships that may impact the objectivity and independence of the auditors and shall take, or recommend that the Board take appropriate actions to oversee and satisfy itself as to the auditors' independence.
  • Reviewing the audited financial statements and discussing them with management and the independent auditors. These discussions shall include the matters required to be discussed under Statement of Auditing Standards No. 61 and consideration of the quality of the Company's accounting principles as applied in its financial reporting, including a review of particularly sensitive accounting estimates, reserves and accruals, judgmental areas, audit adjustments (whether or not recorded), and other such inquiries as the Committee or the independent auditors shall deem appropriate. Based on such review, the Committee shall make its recommendation to the Board as to the inclusion of the Company's audited financial statements in the Company's Annual Report on Form 10-KSB.
  • Issuing annually a report to be included in the Company's proxy statement as required by the rules of the Securities and Exchange Commission.
  • Overseeing the relationship with the independent auditors, including discussing with the auditors the nature and rigor of the audit process, receiving and reviewing audit reports and providing the auditors full access to the Committee (and the Board) to report on any and all appropriate matters.
  • Discussing with a representative of management and the independent auditors: (1) the interim financial information contained in the Company's Quarterly Report of Form 10-QSB, and (2) the results of the review of such information by the independent auditors. (These discussions may be held with the Committee as a whole or with the Committee chair in person or by telephone.)
  • Overseeing internal audit activities, including discussing with management and the internal auditors the internal audit function's organization, objectivity, responsibilities, plans, results, budget and staffing.
  • Discussing with management, the internal auditors and the independent auditors the quality and adequacy of and compliance with the Company's internal controls.
  • Discussing with management and/or the Company's general counsel any legal matters (including the status of pending litigation) that may have a material impact on the Company's financial statements, and any material reports or inquiries from regulatory or governmental agencies.

The Committee's job is one of oversight. Management is responsible for the preparation of the Company's financial statements and the independent auditors are responsible for auditing those financial statements. The Committee and the Board recognize that management (including the internal audit staff) and the independent auditors have more resources and time, and more detailed knowledge and information regarding the Company'' accounting, auditing, internal control and financial reporting practices than the Committee does; accordingly the Committee's oversight role does not provide any expert or special assurance as to the financial statements and other financial information provided by the Company to its shareholders and others.