CORNING NATURAL GAS CORP
10KSB, 2001-01-09
NATURAL GAS TRANSMISISON & DISTRIBUTION
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U.S. Securities and Exchange Commission

Washington, D.C. 20549

(X)

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

EXCHANGE ACT OF 1934 (Fee Required)

For the twelve month period ended September 30, 2000

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-ISV. (X)

Revenues for 12 month period ended September 30, 2000 $24,303,894

The aggregate market value of the 394,674 shares of the Common Stock held by

non-affiliates of the Registrant at the $20.00 average of bid and asked prices as of November 1, 2000 was $7,893,480.

Number of shares of Common Stock outstanding as of the close of business on

November 1, 2000 - 460,000.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Annual Report to Shareholders for the twelve month

period ended September 30, 2000, and definitive proxy statement and notice of

annual meeting of shareholders, dated January 2, 2000 are incorporated by

reference into Part I, Part II and Part III hereof.

Information contained in this Form 10-KSB and the Annual Report to

shareholders for fiscal 2000 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 12 Month Period Ended September 30, 2000

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 operates as six operating segments, the Gas Company,

Appliance Corporation, Tax Center International, Corning Mortgage, Corning Realty and Foodmart Plaza.

The Gas 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 Gas 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 Appliance Corporation

sells, rents and services primarily gas burning appliances. The Tax Center provides tax preparation,

accounting and payroll services to approximately 1000 clients. Corning Realty is a residential and

commercial real estate business with approximately 80 agents operating in three neighboring counties.

Foodmart Plaza is a retail complex consisting of eight tenants under multi-year leases anchored by a

major supermarket. An equal joint venture between Elmira Savings & Loan(a local commercial bank) and

Corning Mortgage Company, LLC (a subsidiary of Corning Natural Gas Appliance Corporation) has been

formed to start a mortgage lending services company, Choice One Lending LLC.

(b) Business of Issuer

(1) The Gas Company maintains a gas supply portfolio of numerous contracts and is not dependent on a

single supplier. Additionally, the Gas Company has capabilities for storing 793,000 Mcf through storage

operations with two of its suppliers. The Gas Company had no curtailments during fiscal 2000 and

expects to have an adequate supply available for its customers during fiscal 2001 providing that no abnormal conditions

or actions occur.

(2) The Gas Company is franchised to supply gas service in all of the political subdivisions

in which it operates.

(3) Since the Gas 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 stabalize 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 6,333 for the period October 1, 1999 through

September 30, 2000 and 6,241 for the same period ended September 30, 1999.

(4) The Company has three major customers, Corning Incorporated, New York State Electric & Gas (NYSEG),
and Bath Electric, Gas & Water Systems

(BEGWS). The loss of any of these customers could have a significant impact

on the Company's financial results.

(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.

Competition from oil still exists 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 an increasingly 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 $92,818 for the 12

months ended September 30, 2000 and $128,445 for the 12 months ended September 30, 1999.

On November 3, 1998 the New York State Public Service Commission (PSC) issued a Policy Statement

in which they provided their view as to how to best ensure a competitive market, eliminate barriers to

competition, provide guidance to LDC's and marketers and address customer inertia. A detailed .

discussion appears in the Industry Restructuring section of the enclosed Annual Report to Shareholders

The Appliance Corporation faces the challenges of local competition. The home center chains which

have been opened in our vicinity offer competition, however, the Appliance Corporation continues to

depend on its long standing reputation in the area as a top quality sales and service company. As for the

rental section of the appliance business, there really isn't a great deal of competition in our very strong

rental water heater market. This stabilizes a substantial portion of our net income.

The real estate business is clearly a highly competitive market in which Corning Realty is well positioned.

Prudential Ambrose & Shoemaker Real Estate maintains approximately 55% of the local market. Local

economy and interest rates play a factor in the outcome of the market, however, Corning Realty

continues to hold strong.

There is a considerable amount of competition in the mortgage lending business, however, the business

plan for Choice One Lending was compiled recognizing that this company will utilize the relationships

with another subsidiary, Prudential Ambrose & Shoemaker Real Estate, the areas largest residential real

estate business that is involved in over 1,000 real estate closings annually.

The impact of competition is less material in the other two areas of our business, the commercial

property rented out at our Foodmart Plaza is in demand with limited competition. The services provided

by Tax Center are available from various competitors. The Tax Center maintains a steady growth of clients regardless of that

competition.

(6) The Gas 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 subsidiaries.

(7) Ninety-two persons were employed by the Company in 2000 and 1999.

(8) The Gas Company expects no shortage of raw materials to impact our business over the next 5 - 10

years. The Energy Information Administration indicates an increase in the efficiency of gas exploration

and development is expected to result in increased gas productive capacity. As for the availability of the

necessary pipes and valves for safe distribution of natural gas, the Gas Company likewise anticipates no

shortages and continues to receive both gas supply and material inventory from various reliable sources.

ITEM 2 - DESCRIPTION OF PROPERTY

The Company completed 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. That property has been

sold, and the gain on the sale was returned to ratepayers.

The Gas Company's pipeline system is thoroughly surveyed each year. Any necessary replacements are

included in the construction budget. Approximately 105 miles of transmission main, 292 miles of distribution

main, 13,513 services and 86 measuring and regulating stations, along with various other

property are owned by the Gas Company, except for one short section 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 Gas Company, is adequately insured and is subject to the lien of the Company's

first mortgage indenture.

The Foodmart Plaza is a retail/commercial complex consisting of a major grocery store and several other

businesses located on an approximately 7 acre lot at 328 Park Avenue, South Corning, NY. The main

building includes 2 retail stores which covers 48,300 square feet and an additional 6 buildings totaling

10,775 square feet house 7 other businesses. The property is well maintained and its overall condition

remains very good. All of the above described property, which is owned by the Appliance Company, is

adequately insured and is subject to a lien agreement with a local bank.

The Appliance Corporation, Tax Center and Realty businesses are operated out of the Company's West

William Street complex in combination with rented office space in various locations. The Tax Center and

Realty companies own no buildings at this time.

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 fourth

quarter of fiscal 2000.

Additional Item

Executive Officers of the Registrant

(Including Certain Significant Employees)

Name

Age

Business Experience

Years Served

During Past 5 Years

in This Office

Thomas K. Barry

55

Chairman of the Board of Directors

7

President & CEO

16

Russell S. Miller

37

Vice President - Operations

1

Kenneth J. Robinson

56

Executive Vice President

9

Phyllis J. Groeger

59

Secretary

13

Thomas S. Roye

47

Vice President - Administration

9

Gary K. Earley

46

Treasurer

9

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

table below. The number of stockholders of record of the Registrant's Common

Stock was 324 at September 30, 2000. The high and low bid quotations reflect

inter-dealer prices, without retail markup, markdown or commission and may not

represent actual transactions.

MARKET PRICE - (OTC)

Dividend

High

Low

Declared

Quarter Ended

December 31, 1998

20

20

$0.325

March 31, 1999

21 1/2

20

0.325

June 30, 1999

21 1/2

21 1/2

0.325

30/Sep/99

21 1/2

21 1/2

0.325

December 31, 1999

22 1/2

21 1/2

0.325

March 31, 2000

25

20

0.325

June 30, 2000

21

19 1/2

0.325

September 30, 2000

21

18

0.325

Under the terms of a $4,700,000 senior note issued September 5, 1997, the Company may not declare or pay any dividend,

or cause any other payment from retained earnings except to the extent that consolidated tangible net worth of the Company

exceeds $2,000,000.

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 2000 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 Deloitte & Touche LLP dated November 17, 2000 are

included in the 2000 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

As reported on Form 8-K, dated April 19, 2000, the Board of Directors voted on April 13, 2000 to terminate KPMG LLP's appointment as
principal accountants and Deloitte & Touche LLP was engaged as principal accountants. No disagreements with accountants and finacial
disclosure exist.

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

Exhibits

(a)

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

A copy of the Corporation's Articles of Incorporation,

3

as currently in effect, including all amendments, was

filed with the Company's Form 10-K for December 31, 1987.

A copy of the Corporation's complete by-laws, as

3

currently in effect, was filed with the Corporation's

report on Form 10-Q for the quarter ended March 31, 1984.

A copy of the "Agreement Between Corning Natural Gas

10

Corporation and Local 139", dated September 1, 1998

was filed with Form 10-KSB for December 31, 1998.

Consulting Agreement and Employment Contracts with

10

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

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.

13

A copy of the Corporation's Annual Report to

Shareholders for 2000, is filed herewith.

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.

99

Order from the U.S. Bankruptcy Court, Northern District of

New York re: Approval of Acquisition of Finger Lakes Gas

Company was filed with the Company's 10-KSB for the period ended

December 31, 1995.

99

Order from the Public Service Commission of New York State

with the Company's 10-KSB for the period ended December 31, 1995.

re: Approval of Acquisition of Finger Lakes Gas Company was filed

(b) Reports on Form 8-K

The Company filed no reports on Form 8-K during the three month period ended September 30, 2000.

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.

CORNING NATURAL GAS CORPORATION

(Registrant)

Date December 27, 2000

THOMAS K. BARRY

Thomas K. Barry, Chairman of the Board, President and C.E.O.

Date December 27, 1999

GARY K. EARLEY

Gary K. Earley, Treasurer

In accordance with the Exchange Act, this report has been signed below

by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Date December 27, 2000

K.J. ROBINSON

K.J. Robinson, Director

Date December 27, 2000

DONALD R. PATNODE

Donald R. Patnode, Director

Date December 27, 2000

T.H. BILODEAU

T.H. Bilodeau, Director



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