U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-KSB
(X) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the nine month transition period ended September 30, 1996
Commission file number 0-643
Corning Natural Gas Corporation
(Name of small business issuer in its charter)
New York 16-0397420
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
330 W. William St., Corning NY 14830
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (607) 936-3755
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock - $5.00 par value
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. (X)
Revenues for 9 month period ended September 30, 1996 $ 15,082,135
The aggregate market value of the 336,903 shares of the Common Stock held by
non-affiliates of the Registrant at the $22 average of bid and asked prices as
of November 1, 1996 was $7,411,866.
Number of shares of Common Stock outstanding as of the close of business on
November 1, 1996 - 460,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Annual Report to Shareholders for the nine month
period ended September 30, 1996, and definitive proxy statement and notice
of annual meeting of shareholders, dated January 16, 1997, are incorporated
by reference into Part I, Part II and Part II hereof.
Information contained in this Form 10-KSB and the Annual Report to shareholders
for fiscal 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.
CORNING NATURAL GAS CORPORATION
FORM 10-KSB
For the 9 Month Period Ended September 30, 1996
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 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 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 also sells, leases and services
appliances, primarily gas burning, through its wholly owned subsidiary, Corning
Natural Gas Appliance Corporation.
(b) Business of Issuer
(1) The Company maintains a gas supply portfolio of numerous contracts and
is not dependent on a single supplier. Additionally, the Company has
capabilities for storing 793,000 Mcf through storage operations with two of its
suppliers. The Company had no curtailments during 1996 and expects to have an
adequate supply available for its customers during 1997 providing that no
abnormal conditions or actions occur.
(2) The Company is franchised to supply gas service in all the political
subdivisions in which it operates and is adequately protected therewith.
(3) Since the 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 4,577 for the period January 1
through September 30, 1996 and 4,273 for the same period in 1995.
(4) The Company has three major customers, the details of which appear in
the notes to the financial statements in the attached 1996 Annual Report to
Shareholders which is incorporated by reference thereto.
(5) Historically, the 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 Company's service territory and the
Company's competitive position in the residential market continues to be very
strong. Approximately 99% of the Company's general service customers heat with
gas.
In recent years competition from oil has developed in the industrial
market. The 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 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.
Additionally, under the recent deregulated environment there is opportunity for
the Company to increase revenue by selling its upstream pipeline capacity to
transportation customers. The Company is authorized to retain 15% of such
revenue and 85% is returned to firm customers in the form of lower gas costs.
Transportation customers that pay for this capacity are virtually assured that
their supply will not be interrupted. Revenues derived from the resale of this
capacity were $131,953 for 9 months ended September 30, 1996 and $104,294 for
the period January 1 through September 30, 1995.
For those willing to bear some risk, the Company has an interruptible
transportation rate for its large industrial customers whereby the customer may
elect to avoid payment of demand charges but bears the risk of partial or total
upstream interruption of service during certain periods. To maintain industrial
load in the event that oil prices temporarily drop below the equivalent gas
price, the Company continues to maintain a flexible transportation rate
schedule. This flexible rate, however, was not utilized in 1996 and has been
invoked only once since its inception.
In September 1995 the Company purchased the assets of a local gas
distribution system, Finger Lakes Gas Company, through the Federal Bankruptcy
Court. Finger Lakes Gas served customers in the Hammondsport, NY area and had a
customer base of approximately 320 customers. The Company was able to purchase
this all plastic system with a bid of $560,000. The Company was pleased to
purchase these assets that originally cost over $1.5 million to construct for
its relatively low bid. The nearly new, all plastic, system was already
connected and serving 320 customers with a potential to add 200 more in the near
future. On a per customer basis, this represents a very low investment. The
capital to purchase these assets was obtained through short term debt. The
Company has not found it necessary to apply for an increase in rates on this
part of our system which means the original rates made effective in 1990 remain
in effect six years later.
Shortly after the Company took possession of the system, Mercury Aircraft,
Inc. announced it would purchase the former Taylor Wine Company facilities and
centralize their other plants. The reopening of this major facility will most
certainly contribute toward the stability and future viability of the new gas
system which is now part of the Company. The former Finger Lakes Gas Company's
operations, did not have a significant impact on 1995, but contributed in excess
of $150,000 to gross margin (revenues less gas cost) for the period ended
September 30, 1996.
In December, 1994 the New York Public Service Commission instituted a
proceeding to address issues related to the merging competitive natural gas
market. This proceeding is intended to provide a framework whereby access to
facilities on upstream pipelines made available by FERC Order 636 would be
available to end use customers on the Local Distribution Company level. New
tariff filings were approved and became effective September 1, 1996. The
Company considers this a transitional step towards full unbundling of services
with future changes made as circumstances warrant.
The Company received approval for a rate increase from the New York State
Public Service Commission of approximately $124,000 in revenues with an
effective date of September 1, 1996.
(6) The 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-seven persons were employed on a full-time basis and six on a
part-time basis by the Company in 1996 and 1995.
(8) The Company's labor-management relationship is good. Typical labor
negotiations are completed in one to two days. The current labor contract was
signed September 1, 1995 for a three year period.
ITEM 2 - DESCRIPTION OF PROPERTY
The Company completed the construction of a new office building at 330 West
William Street, Corning, NY in the fall of 1991. This structure is physically
connected to the operations center built three years earlier. The Company had
outgrown its general offices at 27 East Denison Parkway. The property has been
sold, and the gain on the sale was returned to ratepayers in previous years.
The Company's pipeline system is thoroughly surveyed each year. Any
necessary replacements are included in the construction budget. Approximately
105 miles of transmission main, 279 miles of distribution main, 13,800 services
and 86 measuring and regulating stations, along with various other property are
distributed throughout the service area. All of the above described property is
owned by the Company, except for approximately one mile 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 Company is adequately
insured, and is subject to the lien of the Company's first mortgage indenture.
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 third
quarter of 1996.
Additional Item
Executive Officers of the Registrant
(Including Certain Significant Employees)
Business Experience Years Served
Name Age During Past 5 Years In This Office
Thomas K. Barry 51 Chairman of the Board of Directors 3
President & C.E.O. 12
Edgar F. Lewis 59 Senior Vice President - Operations 16
Kenneth J. Robinson 52 Executive Vice President 5
Financial Vice President & Treasurer 4
Phyllis J. Groeger 56 Secretary 9
Thomas S. Roye 43 Vice President - Administration 5
Assistant Treasurer & Assistant Secretary 4
Gary K. Earley 42 Treasurer 5
Accountant, Rates & Regulations 4
Term of office is for one year. (Normally from April to April)
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
attached Annual Report to Shareholders for the year ended September 30, 1996 and
such information is incorporated herein by reference in response to the
requirements of this item. The number of stockholders of record of the
Registrant's Common Stock was 373 at September 30, 1996. The high and low bid
quotations reflect inter-dealer prices, without retail markup, markdown or
commission and may not represent actual transactions.
ITEM 6 - 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 1996 Annual Report to Shareholders which is
incorporated by reference.
ITEM 7 - FINANCIAL STATEMENTS
The consolidated financial statements, together with the independent
auditors' report thereon of KPMG Peat Marwick LLP dated November 8, 1996 are
included in the 1996 Annual Report to Shareholders attached hereto, and are
incorporated in this Form 10-KSB by reference thereto.
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
Part III
ITEM 9 - 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".
ITEM 10 - EXECUTIVE COMPENSATION
The information required regarding the compensation of the executive
officers appears in the Definitive Proxy Statement attached hereto.
ITEM 11 - 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 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required regarding certain relationships and related
transactions appears in the Definitive Proxy Statement attached hereto.
Part IV
ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are filed with this Form 10-KSB or incorporated
herein by reference: (Exhibit numbers correspond to numbers assigned to
exhibits in Item 601 of Regulation S-B)
Name of Exhibit
Exhibit Page
3 A copy of the Corporation's Articles of Incorporation,
as currently in effect, including all amendments, was
filed with the Company's Form 10-K for December 31, 1987.
3 A copy of the Corporation's complete by-laws, as
currently in effect, was filed with the Corporation's
report on Form 10-Q for the quarter ended March 31, 1984.
10 A copy of the "Agreement Between Corning Natural Gas
Corporation and Local 139", dated September 1, 1995
was filed with Form 10-KSB for December 31, 1995.
10 Consulting Agreement and Employment Contracts with
three executive officers were filed with the Company's
Form 10-K for December 31, 1987.
10 A copy of the Service Agreement with CNG Page
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-K for
December 31, 1989.
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.
10 A copy of the Service Agreement with Tennessee Gas
Pipeline Co. was filed with the Company's 10-KSB
for December 3, 1993.
13 A copy of the Corporation's Annual Report to
Shareholders for 1996, is filed herewith. 11
22 Information regarding the Company's sole subsidiary was
filed as Exhibit 22 with the Company's Form 10-K for
the period ended December 31, 1981.
28 Corning Natural Gas Corporation Proxy Statement is
filed herewith. 12
99 Order from the U.S. Bankruptcy Court, Northern District
of New York re: Approval of Acquisition of Finger Lakes
Gas Company.
99 Order from the Public Service Commission of New York State
re: Approval of Acquisition of Finger Lakes Gas Company
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the three month period
ended September 30, 1996.
