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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 |
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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