10QSB 1 cng10qsb.htm CORNING NATURAL GAS 10-QSB cng10qsb

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

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

EXCHANGE ACT OF 1934

For The Quarter Ended December 31, 2002

0-643

Corning Natural Gas Corporation

(Commission File Number)

(Exact name of registrant as specified in its charter)

New York

16-0397420

(State or other jurisdiction of

(IRS Employer ID No)

incorporation or organization)

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

(Address of principal executive offices)

607-936-3755

(Registrants telephone number, including area code)

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

Number of shares of Common Stock outstanding at the end of the quarter. 483,000

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

 

CORNING NATURAL GAS CORPORATION

FORM 10-QSB FOR THE QUARTER ENDED DECEMBER 31, 2002

Managements Discussion & Analysis

As the Companys business is seasonal, the interim results should not be used as an indication of what results of the fiscal year 2003 may be.

Consolidated revenue of $6,905,900 for the quarter increased $1,072,000 compared to the same quarter last year due primarily to an increase in utility revenue as a result of much colder weather. Additionally, Corning Realty revenues increased $256,000 due to an increase in units sold.

Consolidated net income for the quarter was $130,200 compared to net income of $133,900 in the same quarter the previous year. A net loss of $15,000 was experienced in the utility operations compared to earnings of $26,100 last year. The Appliance Company earnings of $29,300 compares to earnings of $72,500 the same quarter last year. The utility and Appliance earnings reduction stem from an increase in liability insurance and pension and post retirement expenses. Corning Realty experienced a profit of $64,500 for the quarter compared to a loss of $6,300 for the same quarter last year, due to the increase in revenue mentioned above. The Foodmart Plaza produced earnings of $17,300 compared to $21,400 last year. The Tax Center International earnings of $29,000 are up from $21,800 last year. Corning Mortgage experienced earnings of $5,000 compared to a loss of $1,700 last year.

The Company finances its capital additions as well as gas purchased through a combination of internally generated funds and short-term borrowing. The Company has $8,500,000 available through lines of credit at local banks, the terms of which are disclosed in the Companys latest annual report on form 10-KSB. It is expected that current capital resources will continue to be sufficient for planned operations.

Segment Overview:

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

Gas

Appliance

Tax

Corning

Foodmart

Corning

Company

Corporation

Center

Realty

Plaza

Mortgage

Total

Revenue:( 1)

03:

4,887,874

707,978

121,980

1,103,726

72,669

11,712

6,905,939

02:

4,105,626

714,371

97,171

847,500

67,768

1,485

5,833,921

Net income (loss)

03:

(15,038)

29,342

28,991

64,504

17,339

5,023

130,161

02:

26,128

72,512

21,786

(6,275)

21,394

(1,685)

133,860

Interest Income: (1)

03:

20,568

14,909

2,567

----------

35

----------

38,079

02:

25,671

23,944

2,634

----------

----------

----------

52,249

Interest Expense: (1)

03:

256,147

6,233

121

22,832

17,056

3,071

305,460

02:

288,332

4,157

124

36,819

12,908

3,917

346,257

Total assets: (1)&(2)

03:

28,872,172

4,108,241

478,466

1,634,147

1,139,606

202,393

36,435,025

02:

31,450,277

4,192,343

351,832

1,910,678

1,142,299

219,764

39,267,193

Depreciation and amortization:

03:

124,784

52,405

3,409

12,640

7,966

---------

201,204

02:

122,830

57,305

3,209

43,694

7,565

---------

234,603

Income tax expense:

03:

29,773

9,747

15,245

35,897

(11,810)

2,778

81,630

02:

36,570

37,677

11,269

(3,233)

(11,021)

(868)

70,394

(1) Before elimination of intercompany transactions.

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

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

The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 discontinues the practice of amortizing goodwill and indefinite-lived intangible assets and initiates a review, at least annually, for impairment. Intangible assets with a determinable useful life will continue to be amortized over their useful lives. SFAS No. 142 applies to existing goodwill and intangible assets, and such assets acquired after June 30, 2001. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. Accordingly, the Company adopted this standard as of October 1, 2002, and no longer amortizes its existing goodwill after that date. The Company completed its initial assessment of the carrying value of goodwill and concluded that an impairment charge was not required.

The effect of the amortization of the Companys existing goodwill on net income, and basic and diluted net income per share for the quarters ended December 31, 2002 and December 31, 2001, respectively, is as follows:

For the quarter ended

December 31,

December 31,

2002

2001

Net Income:

Reported net income

$

130,161

$

133,860

Goodwill amortization

--

19,500

Adjusted net income

$

130,161

$

153,360

Basic and diluted net income per share:

Reported basic and diluted net income per share

$

0.278

$

0.291

Goodwill amortization

--

0.042

Adjusted basic and diluted net income per share

$

0.278

$

0.333

 

 

During the first quarter of fiscal year 2003, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for Impairment or Disposal of Long Lived Assets." There was no effect on the Companys consolidated financial position, results of operations or cash flows resulted from the adoption of SFAS No. 144 during the quarter ended December 31, 2002.

In June 2002, The Financial Accounting Standards Board ( FASB) issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement is effective for exit or disposal activities initiated after December 31, 2002. The Company does not believe the adoption of this Standard will have a material effect on the Companys consolidated financial position, results of operations or cash flows.

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

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

There were no sales of unregistered securities (debt or equity) during the quarter ended Dec 31, 2002.

Controls and Procedures

a. Disclosure controls and procedures. Within 90 days before filing this report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Our disclosure controls and procedures are the controls and other procedures that we designed to ensure that we record, process, summarize and report in a timely manner the information we must disclose in reports that we file with or submit to the SEC. Thomas K. Barry, our Chief Executive Officer, and Kenneth J. Robinson, our Chief Financial Officer, reviewed and participated in this evaluation. Based on this evaluation, Barry and Robinson concluded that, as of the date of their evaluation, our disclosure controls were effective.

b. Internal controls. Since the date of the evaluation described above, there have not been any significant changes in our internal accounting controls or in other factors that could significantly affect those controls.

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.

Date:

February 14, 2003

/S/ THOMAS K. BARRY

Thomas K. Barry, Chairman of the Board,

President and CEO.

Date:

February 14, 2003

/S/KENNETH J. ROBINSON

Kenneth J. Robinson, Chief Financial Officer

 

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

 

 

Condensed Consolidated Statements of Income

 

 

 

Unaudited

 

 

 

 

Form 10 QSB

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

 

 

 

December 31, 2002

 

December 31, 2001

Utility Operating Revenues

 

$4,887,874

 

$4,105,626

 

 

 

 

 

 

Cost and Expense

 

 

 

 

 

Operating Expense

 

4,637,709

 

3,783,955

 

Interest Expense

 

251,837

 

281,927

 

Income Tax

 

29,773

 

36,570

 

Other Deductions, Net

 

4,311

 

6,405

Total Costs and Expenses

 

4,923,630

 

4,108,857

 

 

 

 

 

 

Utility Operating Loss

 

(35,756)

 

(3,231)

 

 

 

 

 

 

Other Income

 

20,718

 

29,359

 

 

 

 

 

 

Corning Natural Gas Appliance Corp

 

 

 

 

Operating Revenues

 

707,978

 

714,371

 

Depreciation

 

52,405

 

57,305

 

Operating Expense

 

616,484

 

546,877

 

Federal Income Tax

 

9,747

 

37,677

 

Equity in Earnings of Assoc Cos

 

115,857

 

35,220

 

Net Income Of Appliance Corp.

 

145,199

 

107,732

Net Income

 

$130,161

 

$133,860

 

 

 

 

 

 

Weighted Average earnings per Share-

 

 

 

 

 

basic & diluted

 

$0.278

 

$0.291

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average earnings per share= Net Income as shown above divided by 467,667 and

460,000 shares at December 31, 2002 and 2001, respectively.

 

 

 

 

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

 

 

 

Consolidated Balance Sheets

 

 

 

 

 

Unaudited

 

 

 

 

 

 

 

Form 10 QSB

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

December 31, 2002

September 30, 2002

 

 

 

 

 

 

 

 

Plant:

 

 

 

 

 

 

 

Utility property, plant and equipment

 

 

$24,365,485

 

$23,980,978

Non-utility - property, plant and equipment

 

 

4,424,643

 

4,394,455

Less accumulated depreciation

 

 

11,049,898

10,846,228

Total plant utility and non-utility net

 

 

17,740,230

17,529,205

 

 

 

 

 

 

Investments:

 

 

 

 

 

Marketable securities available for sale at fair value

 

1,408,408

 

1,249,551

Investment in joint venture and associated companies

 

202,191

200,416

Total investments

 

 

 

1,610,599

1,449,967

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

494,707

 

281,036

Customer accounts receivable, less allowance for uncollectibles

2,494,228

 

1,398,496

Gas stored underground, at average cost

 

 

1,614,145

 

1,599,178

Gas and appliance inventories

 

 

563,021

 

654,839

Prepaid expenses

 

 

 

507,565

 

635,321

Prepaid income taxes

 

 

 

180,006

 

35,478

Total current assets

 

 

 

5,853,672

 

4,604,348

 

 

 

 

 

 

 

 

Deferred debits and other assets:

 

 

 

 

 

Regulatory assets:

 

 

 

 

 

 

Income taxes recoverable through rates

 

 

1,016,661

 

1,016,661

Unrecovered gas costs

 

 

 

1,320,270

 

761,172

Other

 

 

 

 

263,960

 

485,034

Goodwill

 

 

 

1,493,719

 

1,493,719

Unamortized debt issuance cost

 

 

301,253

 

306,642

Other

 

 

 

 

1,322,745

1,207,233

Total deferred debits and other assets

 

 

5,718,608

5,270,461

 

 

 

 

 

 

 

 

Total assets

 

 

 

$30,923,109

 

$28,853,981

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

 

 

 

Consolidated Balance Sheets

 

 

 

 

 

Unaudited

 

 

 

 

 

 

 

Form 10 QSB

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2002

 

September 30, 2002

Capitalization and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stockholders equity:

 

 

 

 

 

Common stock (common stock $5.00 par

 

 

 

 

 

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

 

 

 

 

issued and outstanding 483,000 and 460,000 shares

 

 

 

 

at December 31, 2002 and September 30, 2002, respectively.)

 

$2,415,000

 

$2,300,000

Other paid-in capital

 

 

 

790,886

 

653,346

Retained earnings

 

 

 

2,230,213

 

2,352,592

Accumulated other comprehensive loss-

 

 

 

 

on securities available for sale

 

 

(1,088,849)

 

(1,137,098)

Total common stockholders equity

 

 

4,347,250

 

4,168,840

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, less current installments

 

 

10,499,612

 

10,593,738

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of long-term debt

 

 

528,268

 

416,005

Borrowings under lines-of-credit

 

 

6,850,000

 

5,475,000

Accounts payable

 

 

 

2,617,808

 

2,262,896

Accrued expenses

 

 

 

610,413

 

593,686

Customer deposits and accrued interest

 

 

505,137

 

795,061

Deferred income taxes

 

 

 

473,588

 

473,588

Accrued general taxes

 

 

 

66,857

 

57,513

Supplier refunds

 

 

 

89,157

 

59,212

Total current liabilities

 

 

 

11,741,228

 

10,132,961

 

 

 

 

 

 

 

 

Deferred credits and other liabilities:

 

 

 

 

 

Deferred income taxes

 

 

 

1,869,346

 

1,581,536

Deferred compensation and post-retirement

 

 

 

 

benefits

 

 

 

 

1,587,856

 

1,724,658

Deferred pension costs

 

 

 

582,054

 

422,660

Other

 

 

 

 

295,763

 

229,588

Total deferred credits and other liabilities

 

 

4,335,019

 

3,958,442

 

 

 

 

 

 

 

 

Commitments

 

 

 

 

 

 

 

 

 

 

Total capitalization and liabilities

 

 

$30,923,109

 

$28,853,981

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

 

 

 

 

Consolidated Statements of Cash Flows

 

 

 

 

 

For the Quarter Ended December 31, 2002 and 2001

 

 

 

 

 

Unaudited

 

 

 

 

 

 

 

Form 10-QSB

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2002

December 31, 2001

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

 

 

 

$130,161

 

$133,860

Adjustments to reconcile net income to net cash

 

 

 

 

 

used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

 

201,204

 

234,603

Unrealized (gain) loss on investment

 

 

(73,103)

 

1,441

Gain on sale of marketable securities

 

 

(137)

 

(3,371)

Deferred income taxes

 

 

 

287,810

 

349,365

 

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

(Increase) decrease in:

 

 

 

 

 

 

Accounts receivable

 

 

 

(1,095,732)

 

(1,072,126)

Gas stored underground

 

 

 

(14,967)

 

(2,303,279)

Gas and appliance inventories

 

 

91,818

 

41,209

Prepaid expenses

 

 

 

127,756

 

274,716

Unrecovered gas costs

 

 

 

(559,098)

 

(835,923)

Prepaid income taxes

 

 

 

(144,528)

 

(78,565)

Deferred charges - pension and other

 

 

264,956

 

67,238

Increase (decrease) in:

 

 

 

 

 

 

Accounts payable

 

 

 

354,912

 

(300,894)

Customer deposit liability

 

 

 

289,924

 

217,684

Accrued general taxes

 

 

 

9,344

 

7,695

Supplier refunds

 

 

 

29,945

 

7,897

Other liabilities and deferred credits

 

 

(14,555)

(94,921)

Net cash used in operating activities

 

 

(694,138)

(3,353,371)

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Purchase of securities available for sale

 

 

(78,488)

 

(47,971)

Investment in joint venture

 

 

 

0

 

(5,250)

Capital expenditures, net of minor disposals

 

 

(406,840)

(271,284)

Net cash used in investing activities

 

 

(485,328)

(324,505)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

Net borrowings under lines-of-credit

 

 

1,375,000

 

4,224,151

Cash dividends paid

 

 

 

0

 

(149,500)

Borrowings on (repayment of) long-term debt

 

 

18,137

(103,291)

Net cash provided by financing activities

 

 

1,393,137

3,971,360

Net increase (decrease) in cash

 

 

213,671

 

293,484

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

281,036

225,239

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

 

$494,707

 

$518,723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

 

 

 

$280,474

 

$311,954

 

 

 

 

 

 

 

 

Income taxes

 

 

 

$5,648

 

$29,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

 

 

 

 

 

 

Corning Natural Gas Corporation Certification under Section 906 of the Sarbanes/Oxley Act filed as part of the 10-QSB for Quarter Ended December 31, 2002.

Presented on signature page of 10-QSB

CERTIFICATION

Each of the undersigned hereby certifies in his capacity as an officer of Corning Natural Gas Corporation (the "Company") that the Quarterly Report of the Company on Form 10-QSB for the period ended December 31, 2002 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period.

Dated: February 14, 2003

/s/Thomas K. Barry

Chairman of the Board, Chief Executive Officer

 

/s/Kenneth J. Robinson

Executive Vice President, Chief Financial Officer

 

 

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES/OXLEY ACT OF 2002
We, Thomas K. Barry and Kenneth J. Robinson, certify that:
1. We have reviewed this quarterly report on Form 10-QSB of Corning Natural Gas Corporation,
2. Based on our knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on our knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. We are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and ourselves have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. We have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors:
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
6. We have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: February 14, 2003

/s/ Thomas K. Barry

/s/ Kenneth J. Robinson

Chairman of the Board,

Executive Vice President,

Chief Executive Officer

Chief Financial Officer