NORTH CAROLINA NATURAL GAS CORP
10-Q, 1996-08-14
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE> 1
                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                              FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended June 30, 1996
                               OR
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
   OF THE SECURITIES EXCHANGE ACT OF 1934
   For the transition period from ...............to ..............

                      Commission file number 0-82

               NORTH CAROLINA NATURAL GAS CORPORATION
      (Exact name of registrant as specified in its charter)

      DELAWARE                                         56-0646235
- -------------------------------                      ----------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                        Identification No.)

              150 Rowan Street, Fayetteville, North Carolina 28301-4993
                      (Address of principal executive offices)
                                     (Zip Code)

                                   (910) 483-0315
                (Registrant's telephone number, including area code)

     Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange Act of
1934 during the preceding 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 [ ]

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Common Stock, $2.50 par value                               6,559,254
- -----------------------------                              -----------
          Class                                           Number of Shares


<PAGE> 2

                            PART I - FINANCIAL INFORMATION

                            Item 1.  Financial Statements

                  NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

                    Condensed Consolidated Balance Sheets (Unaudited)
                                     (in thousands)

                                         ASSETS


                                                     June 30,     September 30,
                                                       1996          1995
                                                     ---------    -------------
Gas Utility Plant                                     $276,191      $265,289
 Less-Accumulated Depreciation
    and Amortization                                   (93,316)      (86,493)
                                                      --------      --------
    Utility Plant, net                                 182,875       178,796
                                                      --------      --------
Nonutility Property                                      5,889         5,675
 Less-Accumulated Depreciation                          (2,329)       (2,589)
                                                      --------      --------
    Nonutility Property, net                             3,560         3,086
                                                      --------      --------
Current Assets:
  Cash                                                   1,108         1,639
  Unrestricted Temporary Cash Investments                7,000            -
  Restricted Temporary Cash Investments                  5,180         4,785
  Accounts Receivable, Less Reserve                     18,309        12,952
  Recoverable Purchased Gas Costs                        6,791          -
  Inventories, at Average Cost -
    Gas in Storage                                       6,109         7,207
    Materials, Supplies & Merchandise                    4,117         3,679
  Deferred Gas Cost-Unbilled Volumes                       122           328
  Other Current Assets                                     348           272
                                                      --------      --------
    Total Current Assets                                49,084        30,862
                                                      --------      --------

Investment in Exploration Ventures                          86            87
Deferred Charges and Other Assets                        3,046         2,049
                                                      --------      --------
Total Assets                                          $238,651      $214,880
                                                      ========      ========


   (The accompanying notes are an integral part of these balance sheets.)











<PAGE> 3
             NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

                Condensed Consolidated Balance Sheets (Unaudited)
                                 (in thousands)

                          CAPITALIZATION AND LIABILITIES

                                                       June 30,   September 30,
                                                         1996        1995
                                                       --------   -------------

Capitalization:
 Stockholders' Investment:
  Common Stock, Par Value $2.50; Shares Outstanding
   06/30/96, 6,557; 09/30/95, 6,477                     $16,393        $16,193
  Capital in Excess of Par Value                         29,224         27,513
  Retained Earnings                                      57,836         49,072
                                                       --------       --------
   Total Stockholders' Investment                       103,453         92,778
                                                       --------       --------
   Long-Term Debt                                        63,000         62,000
                                                       --------       --------
Total Capitalization                                    166,453        154,778
                                                       --------       --------
Current Liabilities:
 Current Maturities of Long-Term Debt                     2,000          2,000
 Accounts Payable                                        18,997         12,390
 Restricted Supplier Refunds                              5,180          4,785
 Refunds Payable to Customers                             3,783          3,646
 Taxes Payable                                            5,014          1,871
 Customer Deposits                                        2,118          1,964
 Accrued Interest                                         1,068          1,626
 Other Current Liabilities                                3,104          2,290
                                                       --------       --------
  Total Current Liabilities                              41,264         30,572
                                                       --------       --------
Other Credits:
 Deferred Income Taxes                                   21,897         20,584
 Unamortized Investment Tax Credits                       2,770          2,920
 Regulatory Liability Related to Income Taxes             3,139          3,300
 Postretirement and Postemployment Benefit Liability      2,103          1,646
 Other                                                    1,025          1,080
                                                       --------       --------
  Total Other Credits                                    30,934         29,530
                                                       --------       --------
Total Capitalization and Liabilities                   $238,651       $214,880
                                                       ========       ========


      (The accompanying notes are an integral part of these balance sheets.)









<PAGE> 4

           NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

           Condensed Consolidated Statements of Income (Unaudited)

               For the Three Months Ended June 30, 1996 and 1995
                      (in thousands except per share amounts)

                                                  1996                  1995
                                             --------------        ------------
Operating Revenues                              $44,875               $34,271
Cost of Gas                                      30,877                23,358
                                                -------               -------
Gross Margin                                     13,998                10,913
                                                -------               -------

Operating Expenses and Taxes:
  Operations and Maintenance                      6,308                 5,293
  Depreciation                                    2,398                 2,039
  General Taxes                                   2,156                 1,749
  Income Taxes                                      712                   308
                                                -------               ------- 
Total Operating Expenses and Taxes               11,574                 9,389
                                                -------               ------- 

Operating Income                                  2,424                 1,524

Other Income (Loss), net                             42                   (79)
                                                -------               -------
Income Before Utility Interest Charges            2,466                 1,445

Utility Interest Charges                          1,271                 1,006
                                                -------               -------
Net Income                                       $1,195                  $439
                                                =======               =======

Average Common Shares Outstanding                 6,544                 6,418
                                                =======               ======= 

Earnings Per Share                                $0.18                 $0.07
                                                =======               ======= 

Dividends Declared Per Share                     $0.325                $0.305
                                                =======               ======= 

         (The accompanying notes are an integral part of these statements.)














<PAGE> 5        
           NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

           Condensed Consolidated Statements of Income (Unaudited)

               For the Nine Months Ended June 30, 1996 and 1995
                      (in thousands except per share amounts)

                                                  1996                 1995
                                                 ------               -------

Operating Revenues                              $165,218             $121,199
Cost of Gas                                      108,387               74,019
                                                --------             --------
Gross Margin                                      56,831               47,180
                                                --------             -------- 
                                                     
Operating Expenses and Taxes:
 Operations and Maintenance                       16,926               15,642
 Depreciation                                      7,024                5,971
 General Taxes                                     7,264                5,715
 Income Taxes                                      8,127                6,203
                                                --------             --------
Total Operating Expenses and Taxes                39,341               33,531
                                                --------             --------
Operating Income                                  17,490               13,649

Other Income, net                                  1,396                1,015
                                                --------             --------
Income Before Utility Interest Charges            18,886               14,664
                                              
Utility Interest Charges                           3,901                3,287
                                                --------             --------
Net Income                                       $14,985              $11,377
                                                ========             ========

Average Common Shares Outstanding                  6,514                6,394
                                                ========             ========

Earnings Per Share                                 $2.30                $1.78
                                                ========             ========

Dividends Declared Per Share                      $0.955                $0.90
                                                ========             ========

        (The accompanying notes are an integral part of these statements.)














<PAGE> 6

          NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

           Condensed Consolidated Statements of Income (Unaudited)

             For the Twelve Months Ended June 30, 1996 and 1995
                   (in thousands except per share amounts)

                                               1996                  1995
                                            ----------           ----------

Operating Revenues                           $189,692              $147,316
Cost of Gas                                   122,123                90,519
                                              -------               -------  
Gross Margin                                   67,569                56,797
                                              -------               -------

Operating Expenses and Taxes:
  Operations and Maintenance                   22,356                20,726
  Depreciation                                  9,101                 7,858
  General Taxes                                 8,645                 7,102
  Income Taxes                                  8,390                 6,314
                                              -------               -------
Total Operating Expenses and Taxes             48,492                42,000
                                              -------               -------

Operating Income                               19,077                14,797

Other Income, net                               1,403                   887
                                              -------               ------- 

Income Before Utility Interest Charges         20,480                15,684

Utility Interest Charges                        5,062                 4,279
                                              -------               -------  
Net Income                                    $15,418               $11,405
                                              =======               =======  

Average Common Shares Outstanding               6,500                 6,384
                                              =======               =======

Earnings Per Share                              $2.37                 $1.79
                                              =======               ======= 

Dividends Declared Per Share                    $1.26                 $1.19
                                              =======               =======   


    (The accompanying notes are an integral part of these statements.)









<PAGE> 7
            NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

          Condensed Consolidated Statements of Cash Flows (Unaudited)

               For the Nine Months Ended June 30, 1996 and 1995
                               (in thousands)

                                                 1996                  1995
                                              ---------             ----------
Cash Flows From Operating Activities:
  Net Income                                    $14,985               $11,377
  Adjustments to reconcile net income 
    to net cash provided by (used in)
    operating activities:
       Depreciation and amortization              7,275                 5,999
       Change in deferred income taxes
        and deferred investment tax 
        credits, net                              1,004                 1,130
       Change in other current assets 
        and liabilities                          (2,135)               13,457
       Other                                        403                   703
                                                 ------                ------
  Net cash provided by operating activities      21,532                32,666
                                                 ------                ------
Cash Flows From Investing Activities:
   Property additions                           (11,379)              (18,943)
   Other, net                                      (374)                 (164)
                                                 ------                ------
Net cash used in investing activities           (11,753)              (19,107)
                                                 ------                ------
Cash Flows From Financing Activities:
   Decrease in notes payable                    (27,000)               (7,000)
   Retirement of long-term debt                  (2,000)               (2,000)
   Issuance of long-term debt                    30,000                  -
   Cash dividends paid                           (6,221)               (5,752)
   Issuance of common stock through 
    dividend reinvestment, employee
    stock purchase, and key employee 
    stock option plans                            1,911                 1,743
                                                 ------                ------
Net cash used in financing activities            (3,310)              (13,009)
                                                 ------                ------
Net increase in cash and temporary 
 cash investments                                 6,469                   550
Cash and temporary cash investments, 
 beginning of period                              1,639                   158
                                                 ------                ------
Cash and temporary cash investments, 
 end of period                                   $8,108                  $708
                                                 ======                 ===== 
Cash paid for:
Interest, net of amounts capitalized             $4,644                $4,290
Income taxes, net of refunds                      4,964                 3,367 


   (See accompanying notes are an integral part of these statements.)





<PAGE> 8

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                June 30, 1996
                                -------------  

Note 1: The condensed  financial  statements  included in this report 
reflect only normal  recurring  adjustments which are, in the opinion of  
management,  necessary  to a fair  statement  of the results for the periods
shown.  Because of the  seasonal  nature of the  Company's  business,  the 
results of  operations  for the three-month and nine-month  periods ended 
June 30, 1996 are not necessarily  indicative of the results for the full year.
These financial  statements have been prepared by the Company,  without audit,
pursuant to the rules and  regulations of the Securities and Exchange 
Commission.  Certain  information  and footnote disclosures  normally included  
in financial  statements  prepared in accordance  with generally  accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations,  although the Company  believes that the disclosures are adequate 
to make the information  presented not misleading.  It is  suggested  that  
these  condensed  financial  statements  be read in  conjunction  with the  
financial statements  and the notes  thereto  included  in the  Company's 
annual  report for the fiscal  year ended September 30, 1995.


Note 2:  Long-Term Debt at  June 30, 1996:
                                          Amount Due
                                            Within
             Issue                         One Year                  Total
             -----                        -----------              ----------
  
          7.15% Senior Notes,
           due 11/15/15                    $    -                  $30,000,000
          9.21% Debentures, Series C,
           due 11/15/11                         -                   25,000,000
          8.75% Debentures, Series B,
           due 06/15/01                     2,000,000               10,000,000
                                            ---------               ----------
          Long-Term Debt                   $2,000,000              $65,000,000
                                            =========               ==========

Note 3:   During the nine months ended June 30, 1996, the Company received  
additional supplier refunds of $581,115 from  Transco and  Columbia.  Upon 
order of the NCUC,  the Company has invested all of these funds in U.S. 
Treasury securities until  such time  as the  Commission orders the funds  
transferred  to an  Expansion  Fund (the Fund). The Fund is administered by 










<PAGE> 9

the Commission  pursuant to legislation  passed in July 1991, and it encourages
the  expansion  of Natural Gas service  into  unserved  areas of the State, 
including substantial  portions of the Company's  franchised service territory.
At June 30, 1996, $5.2 million of temporary cash  investments  are restricted 
for transfer to the Fund which was  established for the Company by Order
of the NCUC dated  February 8, 1993.  On April 30, 1993 and October 19,  1994, 
respectively,  the Company transferred  $3.8 million and $6.6 million to the 
Fund. On July 17, 1996,  the Company filed with the NCUC a request for approval
of Expansion  Fund  deposit in the amount of $3.4  million plus  interest.  At
June 30, 1996, a total of $12 million is in the Fund and is available to the
Company only upon  application  to the NCUC for an expansion project approved
by the NCUC.











































<PAGE> 10

                                 Item 2.

                   MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(1)      Material Changes in Financial Condition

         Current cash  requirements  are financed  primarily  through  
internally  generated  cash, the issuance of new common  stock  through  
dividend  reinvestment,  employee  stock  purchase and key employee  stock  
option  plans,  and committed  bank lines of credit  totaling $25 million plus
the cost of gas in storage.  At June 30, 1996, no loans were outstanding  under
the  lines of credit  compared  to $27  million  outstanding  at  September  
30,  1995.  The  amount outstanding  at September  30, 1995 was  classified  as
long-term  debt on the  Condensed  Consolidated  Balance  Sheet because in  
September  1995 the  Company  arranged a private  placement  of $30 million of 
its 7.15%  Senior  Notes due 2015.  The transaction closed November 10, 1995, 
and all short-term debt was repaid.

         Construction  spending  was $11.4  million for the nine months ended 
June 30, 1996  compared to $18.9  million for the same period in 1995. This 
decrease was due to nonrecurring  expenditures for system  strengthening  and 
the Mt. Olive  expansion  project in 1994.  Construction  expenditures  for the
remainder of the fiscal year 1996 are projected at $8 million.  Management 
believes that the Company's  lines of credit and cash  provided from  operating
activities will be sufficient to satisfy the Company's  anticipated  short-term
cash  requirements  during the remainder of fiscal year 1996.

         The Company's  business is seasonal in nature as fluctuations in 
weather dictate  injecting and withdrawing from Company  storage and billings 
to  residential  and  commercial  customers.  Injections of natural gas into 
storage and a reduction in customer  billings  occur during the periods of warm
weather (April  through  October).  Withdrawals from storage and  increased 
customer  billings  occur during  periods of cold weather  (November  through 
March).  In addition,  the cost of gas  included  in  storage  and  rates  are
subject  to  changes  in  market  conditions.  This seasonality is the primary 
reason for the lower volumes of gas in storage,  which is somewhat offset by 
higher average gas costs.  The  seasonality  and higher gas costs included in 
rates also accounts for the higher level of accounts receivable.

         Recoverble Purchased Gas Costs represent the difference between the 
Company's benchmark price charged to customers and the actual cost of gas. The 
increase is due to higher gas costs in the winter  months;  and the balance
will be recovered in rates to customers in future periods.
















<PAGE> 11


         Net cash provided by operating  activities decreased $11.1 million 
for the nine months ended June 30, 1996 as compared  to the same period last 
year.  This decrease was due primarily  to (1) an increase in customer accounts
receivable caused by higher gas consumption of residential and commercial 
customers at higher rates, and (2) a decrease in refunds payable to customers
caused by the actual cost of gas being higher than the cost of gas underlying 
the Company's sales rates which have increased substantially during the fiscal 
year due to colder weather.

         Net cash used in financing activities decreased $9.7 million for the
nine months ended June 30,  1996 as  compared  to the same  period  last year. 
The primary reason for this decrease was the private placement of $30 million 
Senior Notes used to repay all of the  short-term debt.

(2)      Material Changes in Results of Operations
 
         Net income increased $756,000,  $3,608,000,  and $4,013,000 while 
earnings per share increased $.11, $.52, and $.58,  respectively,  for the 
three month,  nine month and twelve month  periods ended June 30, 1996 as 
compared to the same periods last year.  Significant  factors  having a 
favorable  impact on results of  operations  for these  periods were (1) a 
general rate increase  effective  November 1, 1995; (2) higher  throughput 
volumes driven by  above-average customer  growth and colder than normal 
weather;  (3) an increase in customer  base in excess of 5% which  resulted in
increased  facilities  charges as well as increased sales volumes;  and (4) 
higher  earnings  realized by the Company's propane division and subsidiary gas
marketing activities in all periods.

         Gross margins  increased $3.1 million,  $9.7 million,  and $10.8 
million,  respectively,  for the three month, nine month and twelve  month  
periods  ended June 30, 1996  compared  to the same  periods  last year.  The 
chart below compares margins for the three month, nine month and twelve month 
periods by customer class (000s omitted):

                    GROSS MARGIN BY CUSTOMER CLASS

                       3 Months              9  Months            12 Months
                  ------------------     ----------------    ------------------
                  1996          1995     1996        1995    1996        1995
                  ----          ----     ----        ----    ----        ----
Residential    $ 5,084       $ 3,247    $21,228    $14,872  $23,609     $17,121

Commercial       2,574         1,662     11,463      8,354   13,074       9,921

Industrial       5,257         5,200     17,501     18,165   23,333      23,164

Municipal        1,083           804      6,639      5,789    7,553       6,591
                ------        ------     ------     ------   ------      ------
  
Total          $13,998       $10,913    $56,831    $47,180  $67,569     $56,797
                ======        ======     ======     ======   ======      ======






<PAGE> 12
         
         Residential,  commercial  and  municipal  margins  increased  in all
periods  because of the  November 1, 1995 general rate increase,  continued 
strong customer growth and additional  sales and  transportation  volumes  
resulting from the  customer  growth  and  colder  weather.  However,  the  
operation  of the  Weather  Normalization  Adjustment mechanism largely offsets
the impact that colder than normal weather had on gross margin.

         Gross  margin for the  industrial  class  remained  relatively  
unchanged  compared to last year.  Even though industrial  growth continued in
the Company's  service area, the gross margin remained about the same because 
(1) there were more  weather-induced  curtailments;  (2) the Industrial Sales 
Tracker (IST) ratemaking  mechanism which stabilized margins  regardless  of  
volume  throughput  was no  longer  in the  Company's  rates;  and (3) the 
Company's  largest industrial customer used less than normal volumes due to 
major maintenance at its facility.

         The chart below shows sales and  transportation  throughput  volumes
(in thousands of  dekatherms) by customer class for both the three month, nine 
month  and twelve month periods for 1996 and 1995:


                     THROUGHPUT VOLUMES (Mdt) BY CUSTOMER CLASS

                     3 Months              9  Months              12 Months
               -------------------     -----------------      ----------------
               1996           1995     1996         1995      1996        1995
               ----           ----     ----         ----      ----        ----

Residential   1,293            898    6,824        5,265     7,127       5,566

Commercial      979            788    4,557        3,672     5,403       4,526

Industrial    8,591          8,979   22,036       23,690    32,045      31,157

Municipal     1,636          1,494    8,151        6,936     9,480       8,170
             ------         ------   ------       ------    ------      ------
Total        12,499         12,159   41,568       39,563    54,055      49,419
             ======         ======   ======       ======    ======      ======

















<PAGE> 13

         The following chart shows the same total throughput volumes classified
by sales and transportation:

                       THROUGHPUT VOLUMES (Mdt) BY TYPE OF SERVICE

                     3 Months              9  Months             12 Months
                -------------------    ----------------     ------------------
                1996           1995    1996        1995     1996          1995
                ----           ----    ----        ----     ----          ----
Sales           9,412         9,255   34,748      30,386   39,077        35,560

Transportation  3,087         2,904    6,820       9,177   14,978        13,859
               ------        ------   ------      ------   ------        ------
   
Total          12,499        12,159   41,568      39,563   54,055        49,419
               ======        ======   ======      ======   ======        ======

         Total throughput  volumes  increased due to a substantial  increase in
demand for gas in the Company's service area from all customer  classes. 
However,  transportation  volumes  decreased in the nine-month period because 
(1) the rising price of natural gas caused some  customers  to switch to sales
service  from  transportation  in the first two quarters;  (2) there were more 
weather-induced  curtailments of the larger  industrial boiler fuel customers 
who use heavy oil as an alternative  fuel; and (3) colder weather  caused  
residential,  commercial and municipal  sales volumes to increase significantly.

         The Company  earns the same  profit  margin on  transportation  of 
customer-owned  gas as it earns from sales transactions  to  those  customers.
However,  changes  in  the  mix of  transportation  and  sales  volumes  can  
have significant  impacts  on  operating  revenues  and cost of gas,  because 
the  commodity  cost of gas  associated  with transportation  volumes is paid 
by the customer  directly to the customer's  supplier and is,  therefore,  not 
incurred nor billed by the Company.

         Operating  revenues increased $10.6 million,  $44.0 million,  and 
$42.4 million,  respectively,  for the three month,  nine month,  and twelve
month  periods  ended June 30, 1996 as compared  to the same  periods  last 
year.  The primary  factors  causing  these  increases  were (1) an increase of
5.2% in the customer  base;  (2)  increased  sales volumes caused by the 
customer  growth and colder winter weather in 1996;  (3) higher  natural gas 
commodity prices;  and (4) the general rate increase.

         Cost of gas increased $7.5 million,  $34.4  million,  and $31.6 
million,  respectively,  for the three month, nine month,  and twelve month 
periods ended June 30, 1996 as compared to the same periods last year.  These 
increases were due to increased  quantities  purchased  related to higher sales
volumes and an increase in the commodity costs of gas of 45%, 48%, and 38% for
the three month, nine month and twelve month periods, respectively.








<PAGE> 14

         Operations and maintenance expenses increased $1 million,  $1.3 
million, and $1.6 million,  respectively,  for the three  month,  nine month 
and twelve month  periods  ended June 30, 1996 as compared to the same periods 
last year.  Affecting all periods were increased  transmission  operations  
expenses,  distribution  maintenance  expenses,  higher wages and higher costs 
associated  with the  addition of 7,039 new  customers from June 30, 1995 to
June 30,  1996. Salaries and wages  represent a substantial  amount of the 
Company's  operations  and  maintenance  expenses,  and they increased  
approximately  6% during  the  twelve  months  ended  June 30,  1996.  The 
second  largest  factor  was the increased expense of higher provisions for 
postretirement and postemployment  benefit  obligations  related to FAS 106
and FAS 112, respectively.

         The rate of increase in non-wage  operations and  maintenance expenses
declined in the three months and nine months ended June 30, 1996 principally 
because of a nonrecurring  reduction in group medical insurance costs,  
together with planned  reductions in maintenance,  demonstration and selling 
expenses and  travel-related  expenses.  Management expects that on a  
going-forward  basis,  total  operations and  maintenance  expenses will 
increase at a rate somewhat greater than the overall inflation rate because of
the Company's ongoing customer growth rate of 5-6% annually.

         Depreciation  expense  increased  in all periods as compared to the 
same periods  last year.  These  increases were caused by (1) the addition of 
utility plant in service,  primarily  transmission and distribution  plant, 
related to system  expansion  and  customer  growth;  and (2) an  increase 
in the  depreciation  rate which  became  effective concurrently with the 
Company's general rate case, November 1, 1995.

         General taxes  increased in all periods as compared to the same 
periods last year.  The most  significant  tax is the state gross  receipts 
tax which is based on revenues  and,  therefore,  it tracks the change in 
revenues.  Also, higher property and payroll taxes affected all periods.

         Income taxes increased $404,000,  $1,924,000,  and $2,076,000, 
respectively,  for the three month, nine month and twelve month periods 
compared to 1995.  These increases were caused by an increase in operating 
income.
























<PAGE> 15
         
          Other income, net, increased $121,000,  $381,000, and $516,000, 
respectively,  for the three, nine and twelve month  periods ended June 30,
1996 as compared to the same periods last year.  These  increases  were caused
primarily by increased profits from the Company's propane  division. Partially 
offsetting these increases was a write-down of non-utility assets whose 
realization is uncertain.

         Utility  interest charges  increased  $265,000,  $614,000,  and 
$783,000,  respectively,  for the three month, nine month,  and twelve month 
periods  ended June 30, 1996 as compared to the same periods  last year.
Affecting  all periods  were (1)  increased  interest  expense on  long-term 
debt  related  to the  November  10,  1995  issuance  of $30,000,000  principal
amount of 7.15% Senior Notes,  offset somewhat by repayment of short-term debt 
then outstanding, and (2) a decrease in allowance for funds used during 
construction (AFUDC) due to less construction work in progress.











































<PAGE> 16

                            PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         None.


Item 2.  Changes in the Rights of the Company's Security Holders

         None.


Item 3.  Default Upon Senior Securities

         None.


Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         None.


Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  None.

         (b)      Reports on Form 8-K

                  None.



















<PAGE> 17

                               SIGNATURE



         Pursuant to the  requirements  of the  Securities  Exchange Act of 
1934,  the  registrant has duly caused this report to be signed on its behalf 
by the undersigned thereunto duly authorized.


                                 NORTH CAROLINA NATURAL GAS CORPORATION
                                               (Registrant)





Date:  August 12, 1996           /s/ Gerald A. Teele
                                 --------------------------------------
                                 Gerald A. Teele
                                 Senior Vice President, Treasurer and
                                 Chief Financial Officer
                                 (Principal Financial Officer)


Date:  August 12,  1996           /s/ Ronald J. Josephson
                                  -------------------------------------
                                  Ronald J. Josephson
                                  Vice President-Financial Services
                                  (Principal Accounting Officer)































<PAGE> 18


              NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

                                INDEX  OF  EXHIBITS


         The following exhibit is filed as part of this Form 10-Q for the 
period ended June 30, 1996.



Exhibit
Number
- ----------
    27        -     Financial Data Schedule




























                                 

 

<TABLE> <S> <C>

<ARTICLE> UT
<CIK> 0000072596
<NAME> NORTH CAROLINA NATURAL GAS CORPORATION
<MULTIPLIER> 1,000
       
<S>                                             <C>
<PERIOD-TYPE>                                 9-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               JUN-30-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                       182875
<OTHER-PROPERTY-AND-INVEST>                       3560
<TOTAL-CURRENT-ASSETS>                           49084
<TOTAL-DEFERRED-CHARGES>                          3132
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                  238651
<COMMON>                                         16393
<CAPITAL-SURPLUS-PAID-IN>                        29224
<RETAINED-EARNINGS>                              57836
<TOTAL-COMMON-STOCKHOLDERS-EQ>                  103453
                                0
                                          0
<LONG-TERM-DEBT-NET>                             63000
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                     2000
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                   70198
<TOT-CAPITALIZATION-AND-LIAB>                   238651
<GROSS-OPERATING-REVENUE>                       165218
<INCOME-TAX-EXPENSE>                              8127
<OTHER-OPERATING-EXPENSES>                      139601
<TOTAL-OPERATING-EXPENSES>                      147728
<OPERATING-INCOME-LOSS>                          17490
<OTHER-INCOME-NET>                                1396
<INCOME-BEFORE-INTEREST-EXPEN>                   18886
<TOTAL-INTEREST-EXPENSE>                          3901
<NET-INCOME>                                     14985
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                    14985
<COMMON-STOCK-DIVIDENDS>                          6221
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                           21532
<EPS-PRIMARY>                                     2.30
<EPS-DILUTED>                                     2.30
        

</TABLE>


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