-----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,
R8uUI1llJQyHlBfG7B6TKizf3kKcN+3FOjY13vof4kpAWlPS+eOzrL99K4lERbI2
oVRMoei18Ku8ZHylM7DQCw==
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A This Amendment to the March 31, 2005 Form 10-QSB of Corning Natural Gas Corporation is being filed to amend the signature page to clarify the capacities and dates in which the persons are signing. QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For The Quarter Ended March 31, 2005 0-643 Corning Natural Gas Corporation (Commission File Number) (Exact name of registrant as specified in its charter) New York 16-0397420 (State or other jurisdiction of (IRS Employer ID No) incorporation or organization) 330 W William Street, PO Box 58, Corning, New York 14830 (Address of principal executive offices) 607-936-3755 (Registrants telephone number, including area code) Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 Or 15(d) of the Exchange Act of 1934 during the past 12 months and (2) has been subject to such filing requirements for at least the past 90 days. Yes X No ______. Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ____ No _X__. Number of shares of Common Stock outstanding at the end of the quarter. 506,918 There is only one class of Common Stock and no Preference Stock outstanding PART I FINANCIAL INFORMATION Page Item 1 Financial Statements Consolidated Balance Sheets at March 31, 2005 (Unaudited) and September 30, 2004 1,2 Consolidated Statements of Income for the Three and Six Months Ended March 31, 2005 (Unaudited) and 2004 (Unaudited) 3 Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2005 (Unaudited) and 2004 (Unaudited) 4 Notes to Consolidated Financial Statements 5,6,7 Item 2 Management's Discussion and Analysis 8,9 Item 3 Controls and Procedures 10 PART II OTHER INFORMATION Item 6 Exhibits 10 Item 1 Financial Statements CORNING NATURAL GAS CORPORATION AND SUBSIDIARY Consolidated Balance Sheets Form 10 QSB Unaudited Assets March 31, 2005 September 30, 2004 Plant: Utility property, plant and equipment $26,156,611 $25,749,195 Non-utility property, plant and equipment 374,089 373,120 Non-utility assets - discontinued operations 182,730 190,766 Less accumulated depreciation (10,293,282) (9,953,708) Total plant utility and non-utility net 16,420,148 16,359,373 Investments: Marketable securities available for sale at fair value 2,237,335 2,058,709 Investment in joint venture and associated companies 187,806 199,406 Total investments 2,425,141 2,258,115 Current assets: Cash and cash equivalents 291,526 253,863 Customer accounts receivable, (net of allowance for uncollectible accounts of $120,000and $80,000) 3,748,000 910,795 Gas stored underground, at average cost 44,202 3,552,908 Gas inventories 238,632 241,802 Prepaid expenses 682,742 619,155 Current assets - discontinued operations 127,841 173,661 Total current assets 5,132,943 5,752,184 Deferred debits and other assets: Regulatory assets: Unrecovered gas costs 2,036,079 1,257,783 Deferred pension and other 568,018 612,010 Goodwill (net of accumulated amortization of $521,294) 1,493,719 1,493,719 Unamortized debt issuance cost (net of accumulated amortization of $265,269 and $254,490) 253,396 264,175 Other 423,875 438,178 Other assets - discontinued operations 579,451 509,774 Total deferred debits and other assets 5,354,538 4,575,639 Total assets $29,332,770 $28,945,311 See accompanying notes to consolidated financial statements. CORNING NATURAL GAS CORPORATION AND SUBSIDIARY Consolidated Balance Sheets Form 10 QSB Unaudited March 31, 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 Mar 31, 2005 and September 30, 2004) $2,534,590 $2,534,590 Other paid-in capital 959,512 959,512 Retained earnings 3,100,208 2,333,193 Accumulated other comprehensive loss (988,802) (990,718) Total common stockholders' equity 5,605,508 4,836,577 Long-term debt, less current installments 9,685,121 9,786,528 Long-term debt - discontinued operations 74,409 78,735 Total Long-term debt 9,759,530 9,865,263 Current liabilities: Current portion of long-term debt 148,837 79,999 Borrowings under lines-of-credit 3,800,000 6,325,000 Accounts payable 2,970,542 1,356,047 Accrued expenses 492,599 474,873 Customer deposits and accrued interest 494,257 1,037,270 Deferred income taxes 948,150 558,681 Other current liabilities - discontinued operations 0 61,035 Total current liabilities 8,854,385 9,892,905 Deferred credits and other liabilities: Deferred income taxes 928,598 928,598 Deferred compensation 1,794,586 1,678,486 Deferred pension costs & post-retirement benefits 1,852,510 1,413,412 Other 291,348 137,638 Other deferred credits and other liabilites - discontinued operations 246,305 192,432 Total deferred credits and other liabilities 5,113,347 4,350,566 Concentrations and commitments Total capitalization and liabilities $29,332,770 $28,945,311 See accompanying notes to consolidated financial statements. CORNING NATURAL GAS CORPORATION AND SUBSIDIARY Consolidated Statements of Income Unaudited Form 10 QSB Quarter Ended Six Months Ended March 31, 2005 March 31, 2004 March 31, 2005 March 31, 2004 Utility Operating Revenues $10,387,958 $10,416,619 $15,873,110 $15,453,492 Costs and Expenses Natural Gas Purchased 7,083,421 7,407,220 10,430,153 10,513,378 Operating & Maintenance Expense 1,295,912 1,245,231 2,419,748 2,430,903 Taxes other than Federal Income Taxes 390,984 412,905 728,908 731,307 Depreciation 127,086 126,719 255,110 254,065 Interest Expense 323,886 282,535 648,403 577,347 Income Tax 593,747 405,872 675,602 439,970 Other Deductions, Net 1,338 4,681 2,937 9,112 Total Costs and Expenses 9,816,374 9,885,163 15,160,861 14,956,082 Utility Income before Other Income 571,584 531,456 712,249 497,410 Other Income 52,513 22,431 58,724 53,519 Net Income from Utility Operations 624,097 553,887 770,973 550,929 Net Income (Loss) from Non-Utility Operations (50,215) (71,077) 16,286 (18,368) Net Income from Continuing Operations 573,882 482,810 787,259 532,561 Income (Loss) from Discontinued Operations, Net of Income Tax 1,926 (104,112) (20,244) (195,646) Net Income 575,808 378,698 767,015 336,915 Other Comprehensive Income (Loss) (49,166) 9,786 1,916 74,399 Total Comprehensive Income $526,642 $388,484 $768,931 $411,314 Weighted average earnings per share- basic & diluted: Continuing Operations $1.132 $0.952 $1.553 $1.076 Discontinued Operations 0.004 (0.205) (0.040) (0.395) Net Income $1.136 $0.747 $1.513 $0.681 Weighted average earnings per share = Net income as shown above divided by 506,918 shares for the quarters ended March 31, 2005 and 2004, respectively and 506,918 and 494,921 shares for the six months ended March 31, 2005 and 2004, respectively. CORNING NATURAL GAS CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows For the Six Months Ended March 31, 2005 and 2004 Unaudited Form 10-QSB 2005 2004 Cash flows from operating activities: Net income $767,015 $336,915 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 310,625 324,354 (Gain) loss on sale of marketable securities (37,853) (22,103) Deferred income taxes 359,346 279 Changes in assets and liabilities: (Increase) decrease in: Accounts receivable (2,877,205) (1,956,737) Gas stored underground 3,508,706 2,112,193 Gas inventories 3,170 24,459 Prepaid expenses (63,587) (112,600) Unrecovered gas costs (738,296) 1,068,858 Deferred charges - pension and other 139,746 101,551 Increase (decrease) in: Accounts payable 1,614,495 737,179 Customer deposit liability (543,013) (617,945) Other liabilities and deferred credits 702,294 1,115,369 Net cash provided by operating activities 3,145,443 3,111,772 Cash flow from investing activities: Purchase of securities available for sale (145,536) (89,182) Capital expenditures, net of minor disposals (400,349) (440,704) Net cash provided by investing activities (545,885) (529,886) Cash flows from financing activities: Net borrowings under lines-of-credit (2,525,000) (2,400,022) Repayment of long-term debt (36,895) (99,820) Net cash used in financing activities (2,561,895) (2,499,842) Net increase in cash 37,663 82,044 Cash and cash equivalents at beginning of period 253,863 266,160 Cash and cash equivalents at end of period $291,526 $348,204 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $668,888 $642,312 Income taxes $209,089 $14,000 Corning Natural Gas Corporation Notes to Consolidated Financial Statements Note A - Basis of Presentation The information furnished herewith reflects all adjustments, which are in the opinion of management necessary to a fair statement of the results for the period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principals generally accepted in the United States of America have been condensed or omitted pursuant to SEC rules and regulations, although the Company believes the disclosures which are made are adequate to make the information presented not misleading. The condensed consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's latest annual report on Form 10-KSB. These unaudited interim financial statements have not been audited or certified by a firm of certified public accountants. It is the Company's policy to reclassify amounts in the prior year financial statements to conform with the current year presentation. Note B - New Accounting Standards In November 2004, the FASB issued SFAS No. 151, "Inventory Costs" (SFAS 151). This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current-period charges. In addition, this statement requires that allocation of fixed production overheads to costs of conversion be based upon the normal capacity of the production facilities. The provisions of SFAS 151 are effective for inventory cost incurred in fiscal years beginning after June 15, 2005. As such, the Company is required to adopt these provisions in the beginning of fiscal 2006. The Company is currently evaluating the impact of SFAS 151 on its consolidated financial statements. Note C - Pension and Other Post-retirement Benefit Plans Components of Net Period Benefit Cost: Six months ended March 31, 2005 Pension Benefits Other Benefits 2005 2004 2005 2004 Service cost $ 180,497 $ 229,192 $ 33,736 $ 19,942 Interest cost 375,256 370,094 70,077 35,474 Expected return on plan assets (351,091) (328,511) 0 0 Amortization of prior service cost 35,769 57,439 48,745 31,213 Amortization of net (gain) loss 163,156 228,862 (21,893) (6,221) Net periodic benefit cost $ 403,587 $ 557,076 $ 130,665 $ 80,408 Contributions The Company previously disclosed in the financial statements for the year ended September 30, 2004 that it expected to contribute $432,792 to its Pension Plan in 2005. As of March 31, 2005, no contributions have been made, and $432,792 is anticipated to be contributed in September 2005. The Post Retirement Benefit Plan is not funded. Note D - Segment Overview The following table reflects year to date results of the segments consistent with the Company's internal financial reporting process. The following results are used in part, by management, both in evaluating the performance of, and in allocating resources to, each of these segments. (2) (3) (4) Gas Appliance Tax Corning Foodmart Corning Company Corporation Center Realty Plaza Mortgage Total Revenue:( 1) 2005 $15,873,110 $32,340 $27,702 $1,621,435 - ($6,684) $17,547,903 2004 15,453,492 29,435 297,383 1,789,622 126,119 11,745 17,707,796 Net income (loss): 2005 770,973 8,408 (28,652) 27,252 - (10,966) 767,015 2004 550,929 (273,629) 52,969 (23,033) 25,014 4,665 336,915 Interest Income: (1) 2005 58,424 79,636 7,516 - - - 145,576 2004 53,028 47,130 6,778 - - - 106,936 Interest Expense: (1) 2005 648,403 9,048 - 34,441 - 5,295 697,187 2004 577,347 9,628 - 44,839 25,162 3,431 660,407 Total assets: 2005 26,543,689 874,353 104,500 1,622,220 - 188,008 29,332,770 2004 25,850,920 817,541 259,879 1,147,966 1,629,894 193,807 29,900,007 Depreciation and amortization: 2005 265,890 1,800 8,433 34,502 - - 310,625 2004 264,844 1,800 8,013 33,168 16,529 - 324,354 Federal Income Tax expense: 2005 675,602 4,332 (14,760) 19,292 - (5,649) 678,817 2004 439,970 3,224 27,287 (11,866) (12,888) 2,404 448,131 (1) Before elimination of intercompany interest. (2) The Appliance Co. discontinued operations in September 2003. (3) Tax Center International discontinued operations in October 2004. (4) Foodmart discontinued operations in July 2004. Interest income and expense have been displayed in the segment in which it has been earned or incurred. Segment interest expense other than the Gas Company is included within unregulated expenses in the consolidated statements of income. There were no sales of unregistered securities (debt or equity) during the quarter ended March 31, 2005. . CORNING NATURAL GAS CORPORATIONFORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2005 Item 2 - Management's Discussion & Analysis Results of Operation As the Company's business is seasonal, the interim results should not be used as an indication of what results of the fiscal year 2005 may be. Consolidated revenue of $10,967,000 for the quarter decreased $268,700 compared to the same quarter last year. Utility revenues decreased $29,000 as the result of lower gas cost reconciliation amounts billed and a 4% reduction in S.C.1 retail deliveries, due to slightly warmer weather. Offsetting these reductions are additional revenues from local production and incentive revenues discussed in regulatory matters. Revenues from the Appliance Corp, Tax Center International and Foodmart Plaza declined $204,000 as those operations have been discontinued. Revenues from Corning Realty and Corning Mortgage declined $36,000 in this seasonally slower quarter. Consolidated net income for the quarter was $575,800 compared to net income of $378,700 in the same quarter the previous year. Net income of $624,100 was experienced in the utility operations compared to net income of $553,900 last year. The increase is due to increased local production revenue, as well as incentive revenue discussed below. Corning Realty experienced a loss of $44,300 for the quarter compared to a loss of $69,900 for the same quarter last year as the result of reduced advertising, occupancy and commission expenses. Tax Center International experienced a loss of $300 compared to earnings of $30,000 last year. In October 2004, the Company discontinued operations of Tax Center International. Corning Mortgage experienced a loss of $5,900 compared to a loss of $1,100 last year. The former Appliance segment experienced net income of $2,300 versus a loss of $137,100 last year. The assets of the Appliance Corporation were sold and operations discontinued in September 2003, but in the second quarter of last year that segment still incurred expense allocations that were established in the Company's last rate case. Those allocations are currently being deferred, as discussed below. Regulatory Matters On March 12, 2004, the Company filed with the PSC a petition to amend the Joint Proposal approved in its last rate case. Among the matters highlighted in the Petition as requiring review and modification were: (a) the allocation of costs between utility and non-utility business functions to reflect the sale of the Company's Appliance business; (b) restrictions on the Company's ability to record as current income the $174,124 annual additional revenues for improving its equity ratio; (c) the treatment of the costs of Pensions and Other Post-Retirement Benefits (OPEBs) for prior periods; and (d) the computation of costs pertaining to natural gas stored underground. On July 23, 2004, the Company reached a settlement (Joint Proposal) with the staff of the Public Service Commission. The Joint Proposal represents a negotiated resolution of the issues, and was approved by the Public Service Commission on September 1, 2004. The Joint Proposal provides for the release of $174,124 of annual incentive revenue and the retention of transportation revenues generated from local production. The Joint Proposal also provides for the filing of a deferral petition for the allocation costs resulting from the sale of the App
liance business. Hence, these costs have been deferred on the balance sheet, and subject to future PSC review for recovery through utility rates. During the quarter ended March 31, 2005, the Company realized $405,000 in additional revenues from local production. Additionally, the incentive revenues provided $54,000 more for the March 31, 2005 quarter. The deferred allocation costs total $1,200,000 at March 31, 2005 and are recorded as a regulatory asset on the balance sheet. Liquidity & Capital Resources The Company finances its capital additions, as well as gas purchased, through a combination of internally generated funds and short-term borrowing. Capital expenditures consist primarily of replacement of mains and services. Historically, the Company spends approximately $800,000 annually, and it is anticipated that fiscal 2005 will be the same. Expenditures for the six months ended March 31, 2005 amounted to $400,300. For all operations, the Company has $7,750,000 available through lines of credit at local banks, the terms of which are disclosed in the Company's latest annual report on form 10-KSB. It is expected that, on a consolidated basis, current capital resources will continue to be sufficient for the Company's operations over the next twelve months. As described in the Company's Petition to the PSC, however, the sufficiency of cash flow for regulated operations continues to be dependent upon resources from the Company's unregulated operations. The Company's primary source of cash during the six-month period ended March 31, 2005 consisted of cash provided by operating activities. Cash from operating activities consist of net income, adjusted for non-cash income and expenses, and changes in operating assets and liabilities. Due to the seasonal nature of the utility business, revenues are higher during the heating season, which occurs in the first and second quarter of the fiscal year, and receivables balances increase during this time from the balances at September 30. Storage gas inventory declines during the first and second quarters of the year and is replenished during the third and fourth quarters. Critical Accounting Policies The Company's significant accounting policies are described in the notes to the Consolidated Financial Statements. It is increasingly important to understand that the application of generally accepted accounting principles involve certain assumptions, judgments and estimates that affect reported amounts of assets, liabilities, revenues and expenses. Thus, the application of these principles can result in varying results from company to company. The most significant principles that impact the Company are discussed below. Accounting for Utility Revenue and Cost of Gas Recognition.
Cautionary Statement Regarding Forward-Looking Statements
This report contains statements which, to the extent they are not recitations of historical facts, constitute "forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995 (Reform Act). In this respect, the words "estimate", "project", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements. All such forward-looking statements are intended to be subject to the safe harbor protection provided by the Reform Act. A number of important factors affecting the Company's business and financial results could cause actual results to differ materially from those stated in the forward-looking statements.
Item 3 - Controls and Procedures
a. Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this quarterly report Form 10-QSB the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15). Based upon that evaluation, or Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that material information relating to us and our consolidated subsidiaries is recorded, processed, summarized and reported in a timely manner.
b. Changes in Internal Controls. There have been no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II - Other Information
Item 6 - Exhibits
The following documents are filed as exhibits to this Report:
31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
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:
December 14, 2005
/s/ Thomas K. Barry |
|
Thomas K. Barry, Chairman of the Board, President and CEO. |
Date:
December 14, 2005
/s/ Kenneth J. Robinson |
|
Kenneth J. Robinson, Executive Vice President, Chief Financial Officer |
Date:
December 14, 2005
/s/ Gary K. Earley |
|
Gary K. Earley, Treasurer, Principal Accounting Officer |
Corning Natural Gas Corporation Certification under Section 906 of the Sarbanes/Oxley Act - filed as part of the 10-QSB for Quarter Ended March 31, 2005.
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 March 31, 2005 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: December 14, 2005
/s/ Thomas K. Barry |
Thomas K. Barry, Chairman of the Board,
Chief Executive Officer
/s/ Kenneth J. Robinson |
Kenneth J. Robinson, Executive Vice President,
Chief Financial Officer
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas K. Barry, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Corning Natural Gas Corporation;
2. Based on my knowledge, this 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 my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: December 14, 2005 /s/ Thomas K. Barry |
Thomas K. Barry, Chairman of the Board, Chief Executive Officer |
I, Kenneth J Robinson, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Corning Natural Gas Corporation;
2. Based on my knowledge, this 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 my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: December 14, 2005 /s/ Kenneth J. Robinson |
Kenneth J. Robinson, Executive Vice President, Chief Financial Officer |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
and Stockholders
Corning Natural Gas Corporation
Corning, New York
We have reviewed the accompanying interim consolidated financial statements of Corning Natural Gas Corporation as of March 31, 2005, and for the three and six month periods then ended. These interim consolidated financial statements are the responsibility of the Company's management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the balance sheet of Corning Natural Gas Corporation as of September 30, 2004 (presented herein), and the related statements of income, changes in stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated November 9, 2004, we expressed an unqualified opinion on those financial statements.
Rotenberg & Co., llp
Rochester, New York
May 11, 2005
-----END PRIVACY-ENHANCED MESSAGE-----