-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VJCboJnWBXeYfDbJJdsq38Av55xiPL/VOT9/t4GR26Vn4I0if6V3rUxKC24E3Wnl L5kSVVcXcD/O16202xk5bA== 0000024751-04-000015.txt : 20040217 0000024751-04-000015.hdr.sgml : 20040216 20040217162635 ACCESSION NUMBER: 0000024751-04-000015 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING NATURAL GAS CORP CENTRAL INDEX KEY: 0000024751 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 160397420 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-00643 FILM NUMBER: 04609144 BUSINESS ADDRESS: STREET 1: 330 W WILLIAM ST STREET 2: P O BOX 58 CITY: CORNING STATE: NY ZIP: 14830 BUSINESS PHONE: 6079363755 MAIL ADDRESS: STREET 1: 330 W WILLIAM STREET STREET 2: P O BOX 58 CITY: CORNING STATE: NY ZIP: 14830 10QSB 1 cng10qsb.htm CORNING NATURAL GAS CORP 10-QSB CNG 10-QSB 12/31/03

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, 2003

0-643

Corning Natural Gas Corporation

(Commission File Number)

(Exact name of registrant as specified in its charter)

New York

16-0397420

(State or other jurisdiction of

(IRS Employer ID No)

incorporation or organization)

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

(Address of principal executive offices)

607-936-3755

(Registrants telephone number, including area code)

 

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

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

Number of shares of Common Stock outstanding at the end of the quarter. 508,191

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

CORNING NATURAL GAS CORPORATIONFORM 10-QSB FOR THE QUARTER ENDED DECEMBER 31, 2003

Managements Discussion & Analysis

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

Consolidated revenue of $6,472,000 for the quarter decreased $433,500 compared to the same quarter last year due primarily to the sale of the assets of the Appliance Corporation in September 2003.

Consolidated net loss for the quarter was $41,800 compared to net income of $130,200 in the same quarter the previous year. The primary reason for the decline is the net loss incurred by the Appliance Corporation of $136,500 versus net income of $29,300 the prior year. The assets of the Appliance Corporation were sold in September 2003 but that segment still incurs expense allocations from the Companys last rate case. The Company will be initiating a proceeding with the PSC to request recovery of such expense allocations through rates in the second quarter of 2004. A net loss of $2,900 was experienced in the utility operations compared to a loss of $15,000 last year. The Order issued by the New York Public Service Commission (PSC) in the rate case which became effective January 11, 2003 provided for incentive revenues of $174,000 to be recorded at the end of the rate year, December 31, 2003, if certain targets were met. The Company has petitioned the PSC for permission to record these revenues which would provide approximately $104,000 in net income. Approval by the PSC is anticipated in the second quarter of 2004. Corning Realty produced earnings of $46,900 for the quarter compared to a profit of $64,500 for the same quarter last year. The decrease is the result of increased commission expense due to a structure that compensates the highest producing agents in the final months of the calendar year. The Foodmart Plaza experienced earnings of $22,000 compared to earnings of $17,300 last year. The Tax Center International experienced earnings of $22,900 compared to $29,000 last year. Corning Mortgage experienced earnings of $5,800 compared to $5,000 last year. As the Company dismissed Deloitte & Touche LLP on January 7, 2004, the reported results have not been reviewed by independent accountants. The Company is currently in the selection process of retaining new independent accountants.

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 $7,750,000 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:

5,036,873

14,026

135,137

1,199,267

75,550

11,545

6,472,398

02:

4,887,874

707,978

121,980

1,103,726

72,669

11,712

6,905,939

Net income (loss):

03:

(2,958)

(136,512)

22,941

46,918

22,034

5,792

(41,783)

02:

(15,038)

29,342

28,991

64,504

17,339

5,023

130,161

Interest Income: (1)

03:

30,747

24,067

3,040

--------

--------

--------

57,854

02:

20,568

14,909

2,567

--------

35

--------

38,079

Interest Expense: (1)

03:

294,811

4,510

--------

28,086

14,700

1,886

343,993

02:

256,147

6,233

121

22,832

17,056

3,071

305,460

Total assets: (1)&(2)

03:

30,477,847

3,899,910

621,478

1,593,699

1,130,549

198,077

37,921,560

02:

28,872,172

4,108,241

478,466

1,634,147

1,139,606

202,393

36,435,025

Depreciation and amortization:

03:

132,736

900

3,982

16,340

7,966

--------

161,924

02:

124,784

52,405

3,409

12,640

7,966

--------

201,203

Income tax expense(benefit):

03:

34,098

8,803

11,818

24,170

(11,351)

2,984

70,523

02:

29,773

9,747

15,245

35,897

(11,810)

2,778

81,631

(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, 2003 and December 31, 2002, respectively, is as follows: 

For the quarter ended

December 31,

December 31,

2003

2002

Net Income(loss):

Reported net income(loss)

$

(41,783)

$

130,161

Goodwill amortization

--

--

Adjusted net income(loss)

$

(41,783)

$

130,161

 

Basic and diluted net income(loss) per share:

Reported basic and diluted net income (loss) per weighted average share

 

 

$

(0.085)

$

0.278

 

 

Goodwill amortization

 

 

 

--

 

--

 

 

Adjusted basic and diluted net income (loss) per share

 

 

$

(0.085)

$

0.278

 

 

 

  

The following tables set forth total comprehensive income (loss) for the quarter indicated below.

Quarter ended

December 31,

December 31,

2003

2002

Net income(loss)

$

(41,783)

$

130,161

Other comprehensive income(loss)

64,613

48,249

Total comprehensive income

$

22,830

$

178,410

 

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 for the quarter ended December 31, 2003.

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 adoption of this statement will not 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 December 31, 2003.

Controls and Procedures

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

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

 

 

 

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

Date:

February 17, 2004

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

 

 

Date:

February 17, 2004

 

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, 2003

December 31, 2002

Utility Operating Revenues

$5,036,873

$4,887,874

Cost and Expense

Operating Expense

4,737,578

4,637,709

Interest Expense

294,812

251,837

Income Tax

34,098

29,773

Other Deductions, Net

4,431

4,311

Total Costs and Expenses

5,070,919

4,923,630

Utility Operating Loss

(34,046)

(35,756)

Other Income

31,088

20,718

Net (Loss) Income from Utility Operations

(2,958)

(15,038)

Net (Loss) Income from Non-Utility Operations

97,687

115,857

Net (Loss) Income from Continuing Operations

94,729

100,819

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

(136,512)

29,342

Net (Loss) Income

(41,783)

130,161

Weighted average earnings(loss) per share-

basic & diluted

($0.085)

$0.278

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

by 491,330 and 467,667 shares at December 31, 2003 and 2002, respectively.

 

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Consolidated Balance Sheets

Unaudited

Form 10 QSB

Assets

December 31, 2003

September 30, 2003

Plant:

Utility property, plant and equipment

$25,147,388

$24,953,757

Non-utility - property, plant and equipment

1,833,913

1,803,271

Less accumulated depreciation

9,791,130

9,617,894

Total plant utility and non-utility net

17,190,171

17,139,134

Investments:

Marketable securities available for sale at fair value

1,895,540

1,741,050

Investment in joint venture and associated companies

197,875

201,151

Total investments

2,093,415

1,942,201

Current assets:

Cash and cash equivalents

235,750

266,160

Customer accounts receivable, less allowance for uncollectibles

2,542,553

1,274,897

Notes Receivable

45,000

43,000

Gas stored underground, at average cost

2,961,224

3,175,948

Gas and appliance inventories

231,862

231,217

Prepaid expenses

529,598

707,510

Total current assets

6,545,987

5,698,732

Deferred debits and other assets:

Regulatory assets:

Income taxes recoverable through rates

1,016,661

1,016,661

Unrecovered gas costs

1,611,410

1,151,694

Other

998,937

1,134,986

Goodwill net of amortization

1,493,719

1,493,719

Unamortized debt issuance cost

280,015

285,084

Other

994,558

873,705

Total deferred debits and other assets

6,395,300

5,955,849

Total assets

$32,224,873

$30,735,916

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Consolidated Balance Sheets

Unaudited

Form 10 QSB

Capitalization and liabilities:

December 31, 2003

September 30, 2003

Common stockholders' equity:

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

Authorized 1,000,000 shares; issued and outstanding

508,191 and 482,900 shares at Dec 31, 2003 and

September 30, 2003, respectively.)

$2,703,216

$2,415,000

Other paid-in capital

790,886

790,886

Retained earnings

1,678,541

2,008,540

Accumulated other comprehensive loss-

net unrealized loss on securities available for sale and

minimum pension liability

(1,685,870)

(1,750,483)

Total common stockholders' equity

3,486,773

3,463,943

Long-term debt, less current installments

10,482,336

10,539,867

Current liabilities:

Current portion of long-term debt

309,977

309,977

Borrowings under lines-of-credit

7,050,000

6,550,000

Accounts payable

2,337,484

2,136,859

Accrued expenses

582,871

511,267

Customer deposits and accrued interest

1,575,566

1,300,797

Deferred income taxes

0

570,083

Total current liabilities

11,855,898

11,378,983

Deferred credits and other liabilities:

Deferred income taxes

1,873,446

1,171,966

Deferred compensation and post-retirement

benefits

1,579,741

1,600,187

Deferred pension costs

2,524,054

2,241,547

Other

422,625

339,423

Total deferred credits and other liabilities

6,399,866

5,353,123

Concentrations and commitments

Total capitalization and liabilities

$32,224,873

$30,735,916

 

 

 

 

 

CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

Consolidated Statements of Cash Flows

For the Quarter Ended December 31, 2003 and 2002

Unaudited

Form 10-QSB

December 31, 2003

December 31, 2002

Cash flows from operating activities:

Net income

($41,783)

$130,161

Adjustments to reconcile net income to net cash

used in operating activities:

Depreciation and amortization

161,924

201,204

(Gain) loss on sale of marketable securities

(11,735)

(137)

Deferred income taxes

(30,262)

287,810

Changes in assets and liabilities:

(Increase) decrease in:

Accounts receivable

(1,267,657)

(1,095,732)

Gas stored underground

214,724

(14,967)

Gas and appliance inventories

(645)

91,818

Prepaid expenses

177,912

127,756

Unrecovered gas costs

(459,716)

(559,098)

Prepaid income taxes

0

(144,528)

Deferred charges - pension and other

218,956

191,853

Increase (decrease) in:

Accounts payable

200,625

354,912

Customer deposit liability

274,769

(289,924)

Accrued general taxes

0

9,344

Supplier refunds

0

29,945

Other liabilities and deferred credits

352,256

(14,555)

Net cash used in operating activities

(210,632)

(694,138)

Cash flow from investing activities:

Purchase of securities available for sale

(37,974)

(78,488)

Capital expenditures, net of minor disposals

(224,273)

(406,840)

Net cash used in investing activities

(262,247)

(485,328)

Cash flows from financing activities:

Net borrowings under lines-of-credit

500,000

1,375,000

Repayment of long-term debt

(57,531)

18,137

Net cash provided by financing activities

442,469

1,393,137

Net increase in cash

(30,410)

213,671

Cash and cash equivalents at beginning of period

281,036

Cash and cash equivalents at end of period

$494,707

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest

$299,868

$280,474

Income taxes

$0

$5,648

 

 

 

 

 

 

 

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, 2003.

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, 2003 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 17, 2004

Thomas K. Barry, Chairman of the Board,

Chief Executive Officer

 

 

 

 

 

 

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