NORTH CAROLINA NATURAL GAS CORP
10-Q, 1997-05-13
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 March 31, 1997

                               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                                 6,634,152       
- -----------------------------                              ----------------
          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

                                       March 31,                  September 30,
                                         1997                         1996
                                       ---------                  ------------
Gas Utility Plant
  In service                            $284,641                     $277,212
  Less-Accumulated depreciation
   and amortization                     (100,371)                     (95,578)
                                         -------                      --------
                                         184,270                      181,634
  Construction work in progress           12,221                        2,800
                                         -------                      -------
   Utility Plant, net                    196,491                      184,434
                                         -------                      -------
                                         
Nonutility Property                        6,494                        5,947
  Less-Accumulated depreciation           (2,435)                      (2,358)
                                         -------                      ------- 
   Nonutility Property, net                4,059                        3,589
                                         -------                      -------
Current Assets
  Cash and temporary cash investments      1,525                        1,117
  Restricted cash and temporary 
   cash investments                        1,864                        5,691
  Accounts receivable, less reserve       31,092                       17,302
  Recoverable purchased gas costs           -                           3,237
  Inventories, at average cost -
    Gas in storage                         4,382                        9,983
    Materials and supplies                 3,670                        2,725
    Merchandise                            1,181                        1,308
  Deferred gas cost-unbilled volumes       1,633                          324
  Other current assets                       490                          195
                                         -------                      -------
   Total Current Assets                   45,837                       41,882
                                         -------                      -------

Investment in joint ventures               1,189                          744
Deferred charges and other assets          2,108                        2,130
                                         -------                      -------
Total Assets                            $249,684                     $232,779
                                         =======                      =======

                                                                             
(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

                                         March 31,               September 30,
                                           1997                     1996
                                         --------                -------------

Capitalization
 Stockholders' investment:
  Common stock, par value $2.50;
   12,000 shares authorized; shares 
   issued and outstanding:
   03/31/97-6,633; 09/30/96-6,573         $16,582                  $16,432
  Capital in excess of par value           31,202                   29,634
  Retained earnings                        67,835                   55,892
                                          -------                  -------
   Total Stockholders' Investment         115,619                  101,958
                                          -------                  -------

  Long-term debt                           63,000                   63,000
                                          -------                  -------  
   Total Capitalization                   178,619                  164,958
                                          -------                  -------  
                                        
Current Liabilities
 Current maturities of long-term debt       2,000                    2,000
 Notes payable                              4,000                    3,000
 Accounts payable                          19,374                   16,339
 Refunds payable                              885                     -
 Customer deposits                          2,343                    1,964
 Restricted supplier refunds                1,864                    5,691
 Accrued interest                           2,350                    2,334
 Accrued income and other taxes             5,291                    4,281
 Other current liabilities                  2,602                    2,266
                                          -------                  -------
  Total Current Liabilities                40,709                   37,875
                                          -------                  -------
Other Credits
 Deferred income taxes                     21,041                   21,015
 Regulatory liability related to
  income taxes, net                         2,820                    2,924
 Unamortized investment tax credits         2,622                    2,720
 Postretirement and postemployment 
  benefit liability                         2,649                    2,262
 Other                                      1,224                    1,025
                                          -------                  -------
  Total Other Credits                      30,356                   29,946
                                          -------                  -------

Total Capitalization and Liabilities     $249,684                 $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 March 31, 1997 and 1996
                      (in thousands except per share amounts)

                                             1997                  1996
                                            ------                ------

Operating Revenues                         $69,381               $73,535
Cost of Gas                                 42,195                47,221
                                            ------                ------
Gross Margin                                27,186                26,314
                                            ------                ------
Operating Expenses and Taxes:
 Operations and Maintenance                  6,636                 5,546
 Depreciation                                2,485                 2,363
 General Taxes                               2,900                 3,025
 Income Taxes                                5,279                 5,269
                                            ------                ------
Total Operating Expenses and Taxes          17,300                16,203
                                            ------                ------
Operating Income                             9,886                10,111

Other Income,  net                           2,039                   696
                                            ------                ------
Income Before Utility Interest Charges      11,925                10,807

Utility Interest Charges                     1,019                 1,284
                                            ------                ------
Net Income                                 $10,906                $9,523
                                            ======                ======

Average Common Shares Outstanding            6,612                 6,518
                                            ======                ======

Earnings Per Share                           $1.65                 $1.46
                                            ======                ======

Dividends Declared Per Share                $0.350                $0.325
                                            ======                ======

                                                         


(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 Six Months Ended March 31, 1997 and 1996
                   (in thousands except per share amounts)

                                             1997                  1996
                                            -------               ------
    
Operating Revenues                         $122,836              $120,344
Cost of Gas                                  75,785                77,510
                                            -------               ------- 
Gross Margin                                 47,051                42,834
                                            -------               -------
Operating Expenses and Taxes:
 Operations and Maintenance                  12,469                10,620
 Depreciation                                 4,942                 4,626
 General Taxes                                5,176                 5,107
 Income Taxes                                 8,298                 7,415
                                            -------               ------- 
Total Operating Expenses and Taxes           30,885                27,768
                                            -------               -------

Operating Income                             16,166                15,066

Other Income, net                             2,455                 1,354
                                            -------               -------

Income Before Utility Interest Charges       18,621                16,420

Utility Interest Charges                      2,225                 2,630
                                            -------               ------- 

Net Income                                  $16,396               $13,790
                                            =======               ======= 

Average Common Shares Outstanding             6,595                 6,499
                                            =======               =======

Earnings Per Share                            $2.49                 $2.12
                                            =======               =======

Dividends Declared Per Share                 $0.675                $0.630
                                            =======               ======= 



(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 March 31, 1997 and 1996
                      (in thousands except per share amounts)

                                              1997                  1996
                                             ------                ------

Operating Revenues                          $199,130              $179,088
Cost of Gas                                  126,504               114,604
                                             -------               -------
Gross Margin                                  72,626                64,484
                                             -------               -------

Operating Expenses and Taxes:
 Operations and Maintenance                   24,937                21,343
 Depreciation                                  9,764                 8,741
 General Taxes                                 8,951                 8,238
 Income Taxes                                  9,129                 7,986
                                             -------               ------- 
Total Operating Expenses and Taxes            52,781                46,308
                                             -------               -------

Operating Income                              19,845                18,176

Other Income, net                              2,528                 1,283
                                             -------               ------- 

Income Before Utility Interest Charges        22,373                19,459

Utility Interest Charges                       4,595                 4,797
                                             -------               -------

Net Income                                   $17,778               $14,662
                                             =======               ======= 

Average Common Shares Outstanding              6,574                 6,469
                                             =======               ======= 

Earnings Per Share                             $2.70                 $2.27
                                             =======               =======

Dividends Declared Per Share                  $1.325                $1.240
                                             =======               =======



(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 Six Months Ended March 31, 1997 and 1996
                              (in thousands)

                                                1997                  1996
                                               ------                ------

Cash Flows From Operating Activities:
  Net Income                                  $16,396               $13,790
  Adjustments to reconcile net income 
   to net cash provided by (used in)
   operating activities:
    Depreciation and amortization               5,064                 4,743
    Change in deferred income taxes and
     deferred investment tax credits, net         (72)                  776
    Change in other current assets and 
     liabilities                               (1,511)                 (955)
    Other                                         282                   128
                                               ------                ------
Net cash provided by operating activities      20,159                18,482
                                               ------                ------

Cash Flows From Investing Activities:
  Property additions                          (17,571)               (7,973)
  Other, net                                     (446)                  -
                                               ------                ------
Net cash used in investing activities         (18,017)               (7,973)
                                               ------                ------

Cash Flows From Financing Activities:
  Increase (decrease) in notes payable          1,000               (27,000)
  Issuance of long-term debt                     -                   29,809
  Cash dividends paid                          (4,452)               (4,095)
  Issuance of common stock through dividend 
   reinvestment, employee stock purchase, 
   and key employee stock option plans          1,718                 1,347
                                               ------                -------
Net cash provided by (used in) 
 financing activities                          (1,734)                   61
                                               ------                ------
Net increase in cash and 
 temporary cash investments                       408                10,570
Cash and temporary cash investments,
  beginning of period                           1,117                 1,639
                                               ------                ------
Cash and temporary cash investments, 
  end of period                                $1,525               $12,209
                                               ======                ======

Cash paid for:
Interest, net of amounts capitalized           $2,630                $2,012
Income taxes, net of refunds                    8,429                 2,843




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

<PAGE> 8           
 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                  March 31, 1997


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 six month  period  ended  March 31,  1997 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  March 31, 1997:
                                                     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> 9
Note 4: At March 31,  1997,  the Company  had $1.9  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 March 31, 1997, a total of $16.6  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.

Note 5:  On May 15,  1996,  the  Company  filed with the NCUC to recover net 
customer  costs of  $3,005,000  from exploration and development  activities.
The recovery is a result of a true-up of distribution  costs and revenue 
benefits from the Company's  past  exploration  and drilling  programs.  On 
February 7, 1997, the NCUC issued its order granting a pretax recovery of 
$1,879,853.  The Commission's  Order approved,  in all material  respects,  the 
Stipulation of Settlement reached by the Company and the Public Staff. Due to
the uncertainty  of  recovery,  prior to the  Final  Order no asset  or gain  
was  recorded  in the  Company's financial  statements.  As a result of the
above,  the Company realized a $.17 increase in earnings in the quarter, six
months and twelve months ended March 31, 1997.


<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 along with 
committed  bank lines of credit  totaling  $24.0  million  plus the cost of gas 
in storage.  At March 31,  1997,  loans totaling $4.0 million were  outstanding
under the lines of credit  compared to $3.0 million  outstanding  at September
30, 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 is subject
to changes in market  conditions.  This seasonality is the  primary  reason
for the lower  volumes of gas in storage as of March 31,  1997,  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  decrease  was due to a higher  benchmark  rate  charged  to
customers during the current quarter, coupled with a surcharge to recover past 
gas costs.

    Net cash provided by operating  activities increased $1.7 million for the 
six months ended March 31, 1997, 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.

    Construction  spending was $17.6  million for the six months ended March 
31, 1997,  compared to $8.0 million for the  same  period  in 1996.  The  
higher  spending  level in 1997 was due to  certain  1996  budgeted  
construction projects  not being  completed  as planned.  Construction 
expenditures  for the  remainder of the fiscal year 1997 are projected at $15 
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.

<PAGE> 11
    Net cash provided by financing  activities  decreased $1.8 million for the
six months ended March 31, 1997, 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 $27.0 million in 1996 compared to net short-term borrowings of $1.0
million in 1997.


(2)  Material Changes in Results of Operations
     ----------------------------------------- 

     Net income  increased $1.4 million,  $2.6 million,  and $3.1 million,
respectively,  for the three month, six month and twelve month  periods ended
March 31, 1997 as compared to the same periods last year. Affecting all periods
were: (1) a nonrecurring  credit of $1,128,000  related to the settlement of a 
long-standing  regulatory  matter (see Note 5), (2) customer  growth at an 
annualized  rate of 4.3%; and (3) lower utility  interest  charges.  Also
affecting the twelve month period was the Company's general rate increase 
effective November 1, 1995.

    Gross margin  increased  $872,000,  $4.2 million,  and $8.1 million,
respectively,  for the three month,  six month and twelve month periods ended 
March 31, 1997  compared to the same periods last year.  The chart below 
compares margins for the three month, six month and twelve month periods by 
customer class (000's omitted):

                           GROSS MARGIN BY CUSTOMER CLASS
                           ------------------------------
                      3 Months               6  Months            12 Months 
                  ---------------         ---------------      ---------------
                  1997       1996         1997       1996      1997       1996
                  ----       ----         ----       ----      ----       ----

Residential     $10,920    $10,951      $16,893    $16,145   $24,978    $21,773

Commercial        6,420      5,888       10,017      8,889    14,899     12,162

Industrial        6,734      6,192       14,529     12,244    25,109     23,276

Municipal         3,112      3,283        5,612      5,556     7,640      7,273
                 ------     ------       ------     ------    ------     ------
Total           $27,186    $26,314      $47,051    $42,834   $72,626    $64,484
                 ======     ======       ======     ======    ======     ======
<PAGE> 12

     During the most recent quarter  residential  and municipal margins were
down slightly due to weather that was 31% warmer than the same period last year
and 28% warmer than normal.  However,  the  Company's  Weather  Normalization
Adjustment  ratemaking  mechanism  largely  mitigates  the  decreases in margin
to  residential  and some  commercial customers  (including  those  customer  
classes  served  by the four  municipal  customers)  due to  warmer-than-normal
weather. Partially  offsetting these lower margins was strong customer  growth.
Gross margin for the industrial class was up almost 9% because a reduction in
curtailment due to warmer weather  increased sales and  transportation  volumes
to process gas users.

    Gross  margins  increased  for all  customer  classes  for both  the six
month  and  twelve  months  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 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 Case.

    The chart  below shows  total  throughput  volumes (in  thousands  of dt) 
for the three  month,  six month and twelve month periods of 1996 and 1997 by 
customer class:

                          THROUGHPUT VOLUMES (Mdt) BY CUSTOMER CLASS
                          ------------------------------------------
                        3 Months            6  Months           12 Months      
                    ---------------     ----------------     -----------------
                    1997       1996     1997        1996     1997         1996
                    ----       ----     ----        ----     ----        -----
Residential        3,293      4,012    4,803       5,531    6,409        6,732

Commercial         2,342      2,793    3,880       4,346    6,216        6,427

Industrial         7,264      5,638   15,376      12,678   32,397       31,217

Municipal          3,055      3,585    5,902       6,514    8,950        9,338
                  ------     ------   ------      ------   ------       ------
Total             15,954     16,028   29,961      29,069   53,972       53,714
                  ======     ======   ======      ======   ======       ======

<PAGE> 13

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

                        THROUGHPUT VOLUMES (Mdt) BY TYPE OF SERVICE
                        -------------------------------------------
                     3 Months             6  Months             12 Months   
                  -----------------   ------------------   -----------------
                  1997         1996   1997          1996   1997         1996
                  ----         ----   ----          ----   ----         ----

Sales            11,219      14,440  19,876       25,336  34,771       38,919

Transportation    4,735       1,588  10,085        3,733  19,201       14,795
                 ------      ------  ------       ------  ------       ------
Total            15,954      16,028  29,961       29,069  53,972       53,714
                 ======      ======  ======       ======  ======       ======

     The Company  earns the same profit margin on  transportation  of customer-
owned  gas as it earns from bundled sales  service  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.

     Weather in the Company's  service area was 31%, 28%, and 24% warmer, 
respectively,  for the three month,  six month and twelve month periods 
compared to the same periods last year.  This  warmer-than-normal  weather 
resulted in reduced  deliveries  to weather  sensitive  residential, commercial
and municipal  customers.  During all periods the Company was able to sell or
transport  more  industrial  volumes  because the  warmer-than-normal  weather
resulted in fewer interruptions of service to large, interruptible customers.

     Cost of gas decreased  $5.0 million and $1.7 million,  respectively for
the three month and six month periods ended March 31, 1997 as compared to the
same  periods  last year.  These  decreases  were caused  primarily  by reduced
quantities  purchased  due to lower sales  volumes,  somewhat  offset by  
commodity  gas price  increases of 11% in the quarter and 28% in the six month
periods.

     Cost of gas  increased  by $11.9  million in the twelve month period ended
March 31, 1997 as compared to the same period last year. This increase was 
caused by a 32% increase in the commodity price of gas.  Partially  offsetting
this increase was reduced purchases of gas due to: (1)  industrial  customers 
switching  from  sales  service to transportation  service,  and (2) less 
sales  to  residential,  commercial  and  municipal  customers  because  of the
warmer-than-normal weather.

<PAGE> 14

     Operating  revenues  decreased  $4.2 million for the three months ended 
March 31, 1997 as compared to the same period  last  year.  This  decrease  was 
caused  by:  (1) a 22% and 19%  reduction  in  sales to the  residential  and
commercial markets,  respectively,  and (2) a mix change to greater 
transportation volumes to industrial and municipal and lower sales volumes as
shown in the table "Throughput Volumes (Mdt) By Type of Service" on page 13.

    Operating  revenues  increased  $2.5  million and $20.0  million,  
respectively,  for the six month and twelve month  periods ended March 31, 1997
as compared to the same periods last year.  Affecting  both periods were (1)
higher natural gas commodity  prices,  and (2) an increase in the total 
customer base.  Also affecting the twelve month period was the general rate
increase  effective  November 1, 1995.  Partially  offsetting these increases 
in both periods were less sales to high  priority  customers  due to warm 
weather,  and the switch from sales to  transportation  service by many 
industrial and municipal customers.

    Operating and maintenance expenses increased $1.0 million,  $1.8 million
and $3.6 million,  respectively,  for the three  month,  six month and twelve
month  periods  ended March 31, 1997 as compared to the same periods last year.
Affecting all periods were (1) increased expenses of higher provisions for 
postretirement  and postemployment  benefit obligations  related to FAS 106 and
FAS 112; (2) increased  compressor  fuel costs caused by increased usage for 
system integrity;  (3) increased distribution  maintenance expenses; (4) 
increased transmission  operations expenses; and (5) higher wages associated 
with the increased customer base.

    Depreciation  expense  increased  in all periods as compared to the same
periods last year due to the addition of utility plant in service,  primarily
transmission and distribution  plant related to expansion and customer growth.
Also  affecting  the twelve  month period was an increase in the  depreciation 
rate which  became  effective  with the Company's general rate case, November 
1, 1995.

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

    Income taxes  increased  $883,000 and $1.1 million,  respectively, for the
six month and twelve month periods ended  March 31,  1997,  as compared to the
same  periods  last year.  These  increases  were caused by an increase in
operating income.

<PAGE> 15

    Other income, net, increased $1.3 million, $1.1 million and $1.2 million,
respectively,  for the three month, six month  and  twelve  month  periods  as
compared  to the same  periods  last  year.  Affecting  all  periods  was a
nonrecurring credit of $1,128,000  related to the settlement of a long-standing
regulatory  matter.  On May 15, 1996, the Company  filed with the NCUC to
recover net customer  costs of $3,005,000 from past exploration and development
activities.  The  recovery is a result of a true-up of  distribution  costs and
revenue  benefits  from the  Company's exploration  and  drilling  programs.
On February 7, 1997,  the NCUC  issued its order  granting a pretax  recovery
of $1,879,853.  The Commission's Order approved,  in all material  respects,  
the Stipulation of Settlement reached by the Company  and the Public  Staff. 
Due to the  uncertainty  of  recovery,  prior to the Final  Order no asset or
gain was recorded in the Company's financial statements.

    Utility  interest  charges  decreased $265,000 for the quarter ended March
31, 1997 as compared to the same period last year.  This decrease was caused
primarily by an increase in allowance  for funds used during  construction
because of more work in progress during the quarter.

    Utility interest expense  decreased  $405,000 and $202,000,  respectively, 
for the six month and twelve month periods as compared to the same periods last
year.  These  decreases  were caused by (1) reduced  interest  expense on
short-term  debt  because of a reduction  in  short-term  financing,  (2) and 
an increase in  allowance  for funds used during  construction.  Partially 
offsetting these decreases was increased  long-term debt expense associated
with the November 10, 1995 issuance of $30 million principal amount of 7.15%
Senior Notes.

<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: May 12, 1997            /s/ Gerald A. Teele
                              ------------------------------------------   
                              Gerald A. Teele
                              Senior Vice President, Treasurer and
                              Chief Financial Officer
                              (Principal Financial Officer)


Date: May 12, 1997           /s/ Ronald J. Josephson
                             ------------------------------------------    
                              Ronald J. Josephson
                              Vice President-Financial Services
                              (Principal Accounting Officer)


<PAGE> 18

                        NORTH CAROLINA NATURAL GAS CORPORATION
   
                                  INDEX OF EXHIBITS

     The following exhibit is filed as part of this Form 10-Q for the 
period ended March 31, 1997:

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>                                6-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               MAR-31-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                       196491
<OTHER-PROPERTY-AND-INVEST>                       4059
<TOTAL-CURRENT-ASSETS>                           45837
<TOTAL-DEFERRED-CHARGES>                          3297
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                  249684
<COMMON>                                         16582
<CAPITAL-SURPLUS-PAID-IN>                        31202
<RETAINED-EARNINGS>                              67835
<TOTAL-COMMON-STOCKHOLDERS-EQ>                  115619
                                0
                                          0
<LONG-TERM-DEBT-NET>                             63000
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                         4000
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                     2000
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                   65065
<TOT-CAPITALIZATION-AND-LIAB>                   249684
<GROSS-OPERATING-REVENUE>                       122836
<INCOME-TAX-EXPENSE>                              8298
<OTHER-OPERATING-EXPENSES>                       98372
<TOTAL-OPERATING-EXPENSES>                      106670
<OPERATING-INCOME-LOSS>                          16166
<OTHER-INCOME-NET>                                2455
<INCOME-BEFORE-INTEREST-EXPEN>                   18621
<TOTAL-INTEREST-EXPENSE>                          2225
<NET-INCOME>                                     16396
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                    16396
<COMMON-STOCK-DIVIDENDS>                          4452
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                           20159
<EPS-PRIMARY>                                     2.49
<EPS-DILUTED>                                     2.49
        

</TABLE>


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