NORTH CAROLINA NATURAL GAS CORP
10-Q, 1997-02-14
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 December 31, 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 jurisidiction                      (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                        6,612,838
- - -----------------------------                     ------------------
            Class                                 Number of Shares


                  DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the Proxy  Statement  dated  December  6, 1996  relating  to 
the January 14, 1997 Annual Meeting of  Stockholders  are  incorporated by
reference into Part II of this quarterly report.

<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

                                      December 31,          September 30,
                                          1996                  1996
                                      ------------          -------------
Gas Utility Plant                       $287,838               $280,012
 Less-Accumulated Depreciation
  and Amortization                       (98,032)               (95,578)
                                         -------                -------
  Utility Plant, net                     189,806                184,434
                                         -------                -------

Nonutility Property                        6,260                  5,947
 Less-Accumulated Depreciation            (2,404)                (2,358)
                                         -------                -------
 Nonutility Property, net                  3,856                  3,589
                                         -------                -------
Current Assets:
 Cash                                      2,034                  1,117
 Restricted Temporary Cash Investments     1,850                  5,691
 Accounts Receivable, Less Reserve        27,926                 17,302
 Recoverable Purchased Gas Costs           5,147                  3,237
 Inventories, at Average Cost -
  Gas in Storage                           9,699                  9,983
  Materials, Supplies & Merchandise        3,990                  4,033
  Deferred Gas Cost-Unbilled Volumes       3,824                    324
  Other Current Assets                       616                    195
                                         -------                -------
  Total Current Assets                    55,086                 41,882
                                         -------                -------

Investment in Joint Ventures                 888                    744
Deferred Charges and Other Assets          2,145                  2,130
                                         -------                -------
Total Assets                            $251,781               $232,779
                                         =======                =======




(The accompanyning 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
                       ------------------------------

                                        December 31,             September 30,
                                            1996                     1996
                                        -----------              ------------
Capitalization:
 Stockholders' Investment:
  Common Stock, Par Value $2.50;
  Shares Outstanding 12/31/96, 6,589;
  09/30/96, 6,573                          $16,473                  $16,432
  Capital in Excess of Par Value            30,048                   29,634
  Retained Earnings                         59,243                   55,892
                                           -------                  -------

   Total Stockholders' Investment          105,764                  101,958
                                           -------                  -------
  Long-Term Debt                            63,000                   63,000
                                           -------                  -------
Total Capitalization                       168,764                  164,958
                                           -------                  -------   
Current Liabilities:
 Current Maturities of Long-Term Debt        2,000                    2,000
 Notes Payable                               7,000                    3,000
 Accounts Payable                           29,492                   16,339
 Restricted Supplier Refunds                 1,850                    5,691
 Taxes Payable                               6,589                    4,281
 Customer Deposits                           2,304                    1,964
 Accrued Interest                            1,012                    2,334
 Other Current Liabilities                   2,672                    2,266
                                           -------                  -------
  Total Current Liabilities                 52,919                   37,875
                                           -------                  -------

Other Credits:
 Deferred Income Taxes                      21,028                   21,015
 Unamortized Investment Tax Credits          2,872                    2,924
 Regulatory Liability Related to
  Income Taxes                               2,671                    2,720
 Postretirement and Postemployment
  Benefit Liability                          2,459                    2,262
 Other                                       1,068                    1,025
                                           -------                  -------
  Total Other Credits                       30,098                   29,946
                                           -------                  -------
Total Capitalization and Liabilities      $251,781                 $232,779
                                           =======                  =======



 (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 December 31, 1996 and 1995
                    (in thousands except per share amounts)

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

Operating Revenues                             $53,455               $46,808
Cost of Gas                                     33,590                30,288
                                                ------                ------
Gross Margin                                    19,865                16,520
                                                ------                ------
Operating Expenses and Taxes:
  Operations and Maintenance                     5,835                 5,075
  Depreciation                                   2,457                 2,262
  General Taxes                                  2,276                 2,083
  Income Taxes                                   3,019                 2,146
                                                ------                ------  
Total Operating Expenses and Taxes              13,587                11,566
                                                ------                ------  

Operating Income                                 6,278                 4,954

Other Income, net                                  416                   658
                                                ------                ------  

Income Before Utility Interest Charges           6,694                 5,612

Utility Interest Charges                         1,205                 1,345
                                                ------                ------  
Net Income                                      $5,489                $4,267
                                                ======                ======

Average Common Shares Outstanding                6,577                 6,480
                                                ======                ======

Earnings Per Share                               $0.83                 $0.66
                                                ======                ======

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 Twelve Months Ended December 31, 1996 And 1995
                    (In Thousands Except Per Share Amounts)

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


Operating Revenues                             $203,284              $158,066
Cost of Gas                                     131,530                98,064
                                                -------               -------
Gross Margin                                     71,754                60,002
                                                -------               ------- 

Operating Expenses and Taxes:
  Operations and Maintenance                     23,848                21,181
  Depreciation                                    9,642                 8,380
  General Taxes                                   9,076                 7,537
  Income Taxes                                    9,119                 6,803
                                                -------               ------- 
Total Operating Expenses and Taxes               51,685                43,901
                                                -------               ------- 

Operating Income                                 20,069                16,101

Other Income, net                                 1,186                 1,386
                                                -------               ------- 

Income Before Utility Interest Charges           21,255                17,487

Utility Interest Charges                          4,860                 4,727
                                                -------               ------- 

Net Income                                      $16,395               $12,760
                                                =======               =======

Average Common Shares Outstanding                 6,550                 6,438
                                                =======               =======

Earnings Per Share                                $2.50                 $1.98
                                                =======               =======

Dividends Declared Per Share                      $1.28                 $1.22
                                                =======               =======



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


<PAGE> 6



          North Carolina Natural Gas Corporation And Subsidiaries

        Condensed Consolidated Statements Of Cash Flows (Unaudited)

            For The Three Months Ended December 31, 1996 And 1995
                                 (In Thousands)

                                                  1996                  1995
                                                 ------                ------
Cash Flows From Operating Activities:
  Net Income                                     $5,489                $4,267
  Adjustments to reconcile net income to
   net cash provided by (used in) operating
   activities:
   Depreciation and amortization                  2,516                 2,339
   Change in deferred income taxes and
    deferred investment tax credits, net             62                   331
   Change in other current assets and
    liabilities                                  (4,088)               (9,426)
   Other                                          2,912                 5,130
                                                 ------                ------

  Net cash provided by operating activities       6,891                 2,641
                                                 ------                ------
Cash Flows From Investing Activities:
  Property additions                             (8,146)               (3,920)
  Other, net                                       (145)                 (345)
                                                 ------                ------
  Net cash used in investing activities          (8,291)               (4,265)
                                                 ------                ------ 
Cash Flows From Financing Activities:
  Increase (decrease) in notes payable            4,000               (23,000)
  Issuance of long-term debt                       -                   30,000
  Cash dividends paid                            (2,137)               (1,976)
  Issuance of common stock through dividend
   reinvestment, employee stock purchase,
   and key employee stock option plans              454                   380
                                                 ------                ------ 
  Net cash provided by financing activities       2,317                 5,404
                                                 ------                ------ 

Net increase in cash and temporary
 cash investments                                   917                 3,780
Cash and temporary cash investments,
 beginning of period                              1,117                 1,639
                                                 ------                ------ 

Cash and temporary cash investments,
 end of period                                   $2,034                $5,419
                                                 ======                ====== 


Cash paid for:
Interest, net of amounts capitalized             $2,680                $1,992
Income taxes, net of refunds                      1,995                    13


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

<PAGE>7

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  December 31, 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 period ended December 31, 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, 1996.

Note  2:  Certain  prior  year  amounts  in  the  unaudited  condensed
consolidated  Financial  Statements have been  reclassified to conform with
current year presentation.

Note 3:      Long-Term Debt at  December 31, 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
                                              ==========          ==========



<PAGE>8


Note 4: At December  31, 1996,  the Company had $1.8 million in  restricted
supplier refunds, none of which were received in the current quarter. 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 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. On April 30, 1993, October 19, 1994,
and November 13, 1996, respectively,  the Company transferred $3.8 million, $6.6
million, and $3.9 million to the Fund. At December 31, 1996, a total of $16.2
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>9


                                      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 along with committed
bank lines of credit totaling $24.0 million plus the cost of gas in storage.  At
December 31, 1996, loans totaling $7.0 million were outstanding  under the lines
of  credit  compared  to  $3.0  million   outstanding  at  September  30,  1996.
Construction  spending was $8.1 million for the three months ended  December 31,
1996,  compared to $3.9  million for the same period in 1995.  This  increase in
spending  was  caused by reduced  spending  in the 1995  quarter  due to certain
budgeted  construction  projects not being  completed  as planned.  Construction
expenditures  for the  remainder  of the fiscal year 1997 are  projected  at $30
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
1997.

     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 is subject to changes in market conditions.
This  seasonality  is the primary reason for the lower volumes of gas in storage
as of December 31, 1996,  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  in  the  current  quarter.

     Recoverable  Purchased Gas Costs primarily represent the difference between
the  Company's  benchmark  rate charged to customers and the actual cost of gas.
The  increase is due to higher gas costs in the winter of 1996;  and the balance
will be recovered in rates to customers in future periods.


<PAGE>10




     Net cash provided by operating  activities  increased  $4.3 million for the
three months ended  December 31, 1996, as compared to the same period last year.
This increase was due primarily to (1) an increase in accounts payable caused by
higher cost of gas and  increased  construction  activity and (2) an increase in
taxes  payable due to higher  income and  related  taxes.

     Net cash provided  by financing  activities  decreased  $3.1 million for 
the three months ended  December 31, 1996, as compared to the same period 
last year. The primary reason for this decrease was the private  placement of
$30.0 million Senior Notes reduced by the net  repayment of  short-term  debt
in the amount of $23.0 million in the 1995 quarter compared to net short-term 
borrowings of $4.0 million in the 1996 quarter.

(2)  Material  Changes in Results of Operations 

     Net income  increased to $5.5  million for the three months ended  December
31, 1996 from $4.3 million for the three months ended  December 31, 1995,  while
earnings  per share  increased to $.83 in the 1996 quarter from $.66 in the 1995
quarter.  For the twelve months ended December 31, 1996, net income increased to
$16.4 million from $12.8 million for the twelve months ended  December 31, 1995.
Earnings per share for the twelve  months ended  December 31, 1996  increased to
$2.50 from $1.98 for the prior year.

     Increased earnings in the quarter were primarily the result of a 7%
increase in total throughput  volumes driven by  above-average  customer growth.
Because the weather was 20% warmer this quarter compared to the same period last
year,  the company  curtailed its  industrial  customers  less resulting in more
sales and  transportation  from these  customers  not affected by the  Company's
Weather  Normalization  Adjustment (WNA) rate mechanism.

     Increased  earnings for the calendar  year were  primarily  affected by (1)
higher  sales to  residential  and  commercial  customers  as result of customer
growth  and colder  weather;  (2) a 4.7%  increase  in the  customer  base which
resulted in increased  facilities  charges;  (3) higher earnings realized by the
Company's  Propane  Division;  and  (4)  the  Company's  general  rate  increase
effective November 1, 1995.



<PAGE> 11



     Gross margin  increased  for all customer  classes for both the three month
and twelve month periods. Positively affecting both periods were customer growth
and related  income in  facilities'  charges,  the change in the Company's  last
general  rate  case to  adopt  the  Price  Sensitive  Volume  Adjustment  (PSVA)
mechanism and elimination of the Industrial  Sales Tracker (IST)  mechanism,  as
this change  resulted in the  Company's  retention of more margin from the large
interruptible  customers with #6 oil as an alternative  fuel. Also affecting the
twelve  month  period was  increased  rates as a result of the  November 1, 1995
General Rate increase.

     The chart below  compares  margins  for the three month and twelve  month
periods by  customer  class  (000's omitted):

                    Gross Margin By Customer Class

                           3 Month                          12 Months
                    ---------------------------     ---------------------------
                       1996            1995           1996           1995
                      ------          ------         ------         ------

Residential          $ 5,974         $ 5,193        $25,009        $18,400

Commercial             3,597           3,001         14,367         10,587

Industrial             7,795           6,052         24,567         24,084

Municipal              2,499           2,274          7,811          6,931
                      ------          ------         ------         ------
Total                $19,865         $16,520        $71,754        $60,002
                      ======          ======         ======         ======

     The  chart on the next  page  shows  sales and  transportation  throughput
volumes  (in  thousands  of dt) by customer class for both the three month and
twelve month periods for 1996 and 1995:







<PAGE> 12

                          THROUGHPUT VOLUMES (Mdt) BY CUSTOMER CLASS


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


Residential           1,510           1,519           7,129          5,960

Commercial            1,240           1,232           5,518          4,789

Industrial            8,410           7,361          31,919         33,528

Municipal             2,847           2,930           9,480          8,855
                     ------          ------          ------         ------

Total                14,007          13,042          54,046         53,132
                     ======          ======          ======         ======



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


                          THROUGHPUT VOLUMES (Mdt) BY TYPE OF SERVICE

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




Sales                 8,657         10,897           37,992         37,878

Transportation        5,350          2,145           16,054         15,254
                     ------         ------           ------         ------

Total                14,007         13,042           54,046         53,132
                     ======         ======           ======         ======


     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.

<PAGE> 13



     Winter Weather in the Company's  service area was much warmer than normal-
about 20% - during the quarter ended  December 31, 1996 compared to weather that
was 5% colder than normal in the quarter ended December 31, 1995. Because of the
WNA mechanism in the Company's firm service rates to residential, commercial and
municipal  customers,  margins earned on sales to those customers are normalized
by raising  rates when  weather is warmer  and  lowering  rates when  weather is
colder than normal.  However,  the industrial rates are not normalized,  and the
Company was able to sell or transport  more  industrial  volumes during the 1996
quarter because the  warmer-than-normal  weather resulted in fewer interruptions
of service to large,  interruptible customers compared to the 1995 quarter. This
resulted in a total margin  increase in the 1996 quarter as  industrial  volumes
increased 1,049,000 dekatherms (dt) compared to the 1995 quarter.

     Because  the early  months of the year were  colder  than  normal,  for the
entire  calendar  year 1996 weather was only 2% warmer than  normal.  The colder
weather in the early months of calendar year 1996 caused interruptible customers
to  experience  significant  curtailments  resulting in decreased  throughput to
industrials  during this period compared to the same period in 1995.  Throughout
the remainder of the year, some price sensitive  industrial  customers  switched
from gas to #6 fuel  oil.  However,  the  Company's  PSVA  ratemaking  mechanism
protected the company against margin loss.  During the same periods in 1995, all
of the  Company's  large  industrial  customers  remained on gas because gas 
was cheaper than oil throughout the period.

     In addition,  the Company  added one large new  industrial  customer in the
fourth  quarter of 1995 that used 949,000 dt of gas in calendar 1996 compared to
118,000 dt in only the fourth quarter of 1995.

     The  combination  of all of these  above  factors  explain  why  industrial
volumes  increased in the 1996 fourth  calendar  quarter but  decreased  for the
entire calendar year 1996 compared to calendar year 1995.

     Cost of gas  increased  $3.3  million  for the  three  month  period  ended
December  31, 1996 as compared to the same period last year.  During the current
quarter the commodity cost of gas increased 53%. However, largely mitigating the
increase in the commodity price of gas was a shift from sales to  transportation
volumes by some of the  Company's  industrial  customers  which  resulted in the
Company purchasing 2,565,000 dt less than the same period last year.


<PAGE> 14

     Cost of gas  increased  $33.5  million for the twelve  month  period  ended
December  31, 1996 as compared to the same period last year.  This  increase was
primarily caused by a 58% increase in the commodity cost of gas.

     Operating revenues increased $6.6 million and $45.2 million,  respectively,
for the three month and twelve month periods ended December 31, 1996.  Affecting
both periods were (1) higher natural gas commodity prices and (2) an increase in
the total customer base. In addition,  affecting the twelve month period was (1)
increased sales to residential,  commercial and municipal  customers and (2) the
general rate increase effective November 1, 1995.

     Operations and maintenance  expenses increased $760,000,  and $2.7 million,
respectively,  for the three month and twelve month periods  ended  December 31,
1996 as compared to the same  periods  last year.  Affecting  both  periods were
increased transmission operations expenses,  distribution  maintenance expenses,
higher wages  associated  with the addition of 6,588 new customers from December
31,  1995  to  December  31,  1996,   and  an  increase  in  the  provision  for
uncollectible  accounts  due to an  increase  in sales as a result  of  customer
growth and higher rates.  Salaries and wages  represent a substantial  amount of
the  Company's   operations  and  maintenance   expenses,   and  they  increased
approximately  4% during the twelve months ended  December 31, 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.


     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 both  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.




<PAGE> 15


     Income taxes  increased  $873,000 and $2.3 million,  respectively,  for the
three month and twelve month periods ended December 31, 1996, as compared to the
same periods last year.  These increases were caused by an increase in operating
income.

     Other income,  net,  decreased  $242,000 for the quarter ended December 31,
1996 as  compared  to the same period last year.  This  decrease  was  primarily
caused by (1) reduced  earnings in the  Company's  Propane  Division due to flat
sales to  residential  and  commercial  customers  because of warmer weather and
higher  cost of  propane  gas,  and (2)  reduced  net  income  generated  by the
Company's subsidiaries, NCNG Exploration and Cape Fear Energy.

     Other  income,  net,  decreased  $200,000 for the twelve month period ended
December  31, 1996 as compared to the same period last year.  This  decrease was
caused  primarily  by a  write-down  in mid  1996  of  nonutility  assets  whose
realization  is uncertain.  Partially  offsetting  this decrease were  increased
profits from the Company's  merchandise and jobbing  operations  associated with
customer and volume growth,  and increased  revenues from the Company's  Propane
Division due to higher sales  volumes in early  calendar  year 1996 and customer
growth.

     Utility interest charges decreased  $144,000 for the quarter ended December
31, 1996 as compared to the same quarter last year.  This decrease was caused by
reduced interest expense on short-term debt because of a reduction in short-term
financing.  Partially  offsetting  this  decrease was increased  long-term  debt
expense  associated with the November 10, 1995 issuance of $30 million principal
amount of 7.15% Senior Notes.

     Utility  interest  expense  increased  $133,000 for the twelve month period
ended December 31, 1996 as compared to the same period last year.  This increase
was  caused by  increased  long-term  debt  charges  related  to the debt  issue
mentioned  above and a decrease in allowance for funds used during  construction
because of less work in progress during the calendar year.  Partially offsetting
this increase was a reduction in interest expense related to reduced  short-term
debt financing.






<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

         (a)  Date of the meeting or of the action without a meeting:

              January 14, 1997

         (b)  Whether the meeting was an annual or a special meeting:

              Annual Meeting

         (c)  Names of each director elected at the meeting and the number of
              votes cast for, against or withheld, and abstentions:

              James E. S. Hynes              For:                   4,630,534
                                             Against or Withheld:      44,259

              Richard F. Waid                For:                   4,619,179
                                             Against or Withheld:      55,614

              Calvin B. Wells                For:                   4,623,860
                                             Against or Withheld:      41,933




<PAGE> 17

         (d)  Name of each other director whose term of office as director
              continued after the meeting:

              George T. Clark, Jr.                        Robert T. Johnson
              Paul A. DelaCourt                           John O. McNairy
              Frank B. Holding, Jr.                       William H. Prestage

         (e)  Brief description of each matter voted upon and the number of
              votes cast for, against or withheld, and abstentions:

              To consider approval of the Company's Long Term Incentive Plan:

                                             For:                  4,325,407
                                             Against:                278,891
                                             Abstentions:             70,495


              To consider approval of the Company's Directors' Deferred
              Compensation Stock Plan:
                                             For:                   4,308,208
                                             Against:                 267,233
                                             Abstentions:              99,352

              To consider approval of the Company's Directors' Retirement
              Compensation Stock Plan:

                                             For:                   4,106,945
                                             Against:                 457,696
                                             Abstentions:             110,152


                           DOCUMENTS INCORPORATED BY REFERENCE
     The Company's Long Term Incentive Plan,  Directors'  Deferred  Compensation
Stock Plan and Directors'  Retirement  Compensation  Stock Plan previously filed
with the Securities and Exchange  Commission as exhibits to the Company's  Proxy
Statement dated December 6, 1996 relating to the January 14,1 997 Annual Meeting
of  Stockholders  are  incorporated by reference into Part II, Item 4(e) of this
quarterly report.

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> 18
                           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:  February 14, 1997            /s/ Gerald A. Teele
                                    ---------------------------------------
                                    Gerald A. Teele
                                    Senior Vice President, Treasurer and
                                    Chief Financial Officer
                                    (Principal Financial Officer)


Date:  February 14, 1997            /s/ Ronald J. Josephson
                                    ---------------------------------------
                                    Ronald J. Josephson
                                    Vice President-Financial Services
                                    (Principal Accounting Officer)












<PAGE> 19





                        NORTH CAROLINA NATURAL GAS CORPORATION



                                 INDEX OF EXHIBITS


     The  following  exhibit  is filed as part of this Form 10-Q for the  period
ended December 31, 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>                                 3-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               DEC-31-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                       189806
<OTHER-PROPERTY-AND-INVEST>                       3856
<TOTAL-CURRENT-ASSETS>                           55086
<TOTAL-DEFERRED-CHARGES>                          3033
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                  251781
<COMMON>                                         16473
<CAPITAL-SURPLUS-PAID-IN>                        30048
<RETAINED-EARNINGS>                              59243
<TOTAL-COMMON-STOCKHOLDERS-EQ>                  105764
                                0
                                          0
<LONG-TERM-DEBT-NET>                             63000
<SHORT-TERM-NOTES>                                7000
<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>                   74017
<TOT-CAPITALIZATION-AND-LIAB>                   251781
<GROSS-OPERATING-REVENUE>                        53455
<INCOME-TAX-EXPENSE>                              3019
<OTHER-OPERATING-EXPENSES>                       44158
<TOTAL-OPERATING-EXPENSES>                       47177
<OPERATING-INCOME-LOSS>                           6278
<OTHER-INCOME-NET>                                 416
<INCOME-BEFORE-INTEREST-EXPEN>                    6694
<TOTAL-INTEREST-EXPENSE>                          1205
<NET-INCOME>                                      5489
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                     5489
<COMMON-STOCK-DIVIDENDS>                          2137
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                            6891
<EPS-PRIMARY>                                     $.83
<EPS-DILUTED>                                     $.83
        

</TABLE>


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