NORTH CAROLINA NATURAL GAS CORP
10-Q, 1998-05-14
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 March 31, 1998

                                       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                            10,070,116
- ---------------------------------             ----------------------------------
        Class                                         Number of Shares

<PAGE>2

                      PART 1 - FINANCIAL INFORMATION

                       Item 1. Financial Statements

           NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

                  Condensed Consolidated Balance Sheets
                            (in thousands)

                              ASSETS
                                                   March 31,      September 30,
                                                     1998            1997
                                                  (unaudited)       (audited)
                                                   ----------    ---------------
Gas Utility Plant
   In service                                     $   310,825     $    303,652
   Less-Accumulated depreciation and amortization    (109,746)        (104,268)
                                                   ----------    ---------------
                                                      201,079          199,384
   Construction work in progress                       13,279            4,176
                                                   ----------    ---------------
         Utility Plant, net                           214,358          203,560
                                                   ----------    ---------------

Nonutility Property                                     7,413            6,744
   Less-Accumulated depreciation                       (2,587)          (2,504)
                                                   -----------   ---------------
         Nonutility Property, net                       4,826            4,240
                                                   -----------   ---------------

Current Assets
   Cash and temporary cash investments                  6,677              962
   Restricted cash and temporary cash investments       4,422            4,606
   Accounts receivable, less reserve                   24,929           17,359
   Recoverable purchased gas costs                       -               1,020
   Inventories, at average cost -
     Gas in storage                                     5,365            8,799
     Materials and supplies                             5,217            3,386
     Merchandise                                        1,470            1,351
   Deferred gas cost-unbilled volumes                   1,423              647
   Prepaid income taxes                                  -               4,521
   Other current assets                                   414              339
                                                   ----------      -------------
         Total Current Assets                          49,917           42,990
                                                   -----------     -------------

Investment in joint ventures                              384              301
Deferred charges and other assets                       2,276            2,160
                                                   ----------      -------------

Total Assets                                       $  271,761       $  253,251
                                                   ==========      =============


   (The accompanying notes are an integral part of these balance sheets.)
<PAGE>3

           NORTH CAROLINA NATURAL GAS CORPORATION AND SUBSIDIARIES

                    Condensed Consolidated Balance Sheets
                            (in thousands)

                       CAPITALIZATION AND LIABILITIES

                                                      March 31,    September 30,
                                                        1998            1997
                                                     (unaudited)     (audited)
                                                   -------------   -------------
Capitalization
   Stockholders' investment:
     Common stock, par value $2.50;
     24,000 shares authorized;
     shares issued and outstanding: 03/31/98-10,068;
     09/30/97-10,001                                   $  25,169     $   25,003
   Capital in excess of par value                         33,445         32,173
   Retained earnings                                      66,676         56,047
                                                    -------------   ------------
     Total Stockholders' Investment                      125,290        113,223
                                                    -------------   ------------

   Long-term debt                                         61,000         61,000
                                                    -------------   ------------

     Total Capitalization                                186,290        174,223
                                                    ------------    ------------

Current Liabilities
   Current maturities of long-term debt                    2,000          2,000
   Notes payable                                          10,000         15,000
   Accounts payable                                       18,878         16,923
   Refunds payable                                         4,258            -
   Customer deposits                                       2,430          2,081
   Restricted supplier refunds                             4,422          4,606
   Accrued interest                                        2,157          2,294
   Accrued income and other taxes                          4,564          1,840
   Other current liabilities                               3,665          2,598
                                                    ------------    ------------
     Total Current Liabilities                            52,374         47,342
                                                    ------------    ------------

Other Credits
   Deferred income taxes                                  23,169         22,709
   Regulatory liability related to income taxes, net       2,129          2,232
   Unamortized investment tax credits                      2,426          2,523
   Postretirement and postemployment benefit liability     3,215          2,979
   Other                                                   2,158          1,243
                                                    ------------      ----------
     Total Other Credits                                  33,097         31,686
                                                    ------------      ----------

Total Capitalization and Liabilities               $     271,761      $ 253,251
                                                    ============      ==========

  (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, 1998 and 1997
                (in thousands except per share amounts)

                                                         1998            1997
                                                     ------------    -----------

Operating Revenues                                   $     57,549    $   69,381
Cost of Gas                                                29,330        42,195
                                                     ------------    -----------

Gross Margin                                               28,219        27,186
                                                     ------------    -----------

Operating Expenses and Taxes:
   Operations and Maintenance                               6,571         6,636
   Depreciation                                             2,822         2,485
   General Taxes                                            2,589         2,900
   Income Taxes                                             5,475         5,279
                                                     ------------    -----------

Total Operating Expenses and Taxes                         17,457        17,300
                                                     ------------    -----------

Operating Income                                           10,762         9,886

Other Income, net                                             802         2,039
                                                    -------------    -----------

Income Before Utility Interest Charges                     11,564        11,925

Utility Interest Charges                                    1,416         1,019
                                                    -------------    -----------

Net Income                                          $      10,148     $  10,906
                                                    =============    ===========

Average Common Shares Outstanding (Note 2)                 10,051         9,919
                                                    =============    ===========

Basic Earnings Per Share (Notes 2 and 5)            $        1.01    $     1.10
                                                    =============    ===========

Diluted Earnings Per Share (Notes 2 and 5)          $        1.01    $     1.10
                                                    =============   ============

Dividends Declared Per Share (Note 2)               $       0.250    $    0.233
                                                    =============    ===========

     (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, 1998 and 1997
                     (in thousands except per share amounts)

                                                         1998            1997
                                                     -----------      ----------

Operating Revenues                                   $   116,007      $ 122,836
Cost of Gas                                               67,097         75,785
                                                     -----------      ----------

Gross Margin                                              48,910         47,051
                                                     -----------      ----------

Operating Expenses and Taxes:
   Operations and Maintenance                             12,939         12,469
   Depreciation                                            5,577          4,942
   General Taxes                                           5,214          5,176
   Income Taxes                                            8,339          8,298
                                                     -----------      ----------

Total Operating Expenses and Taxes                        32,069         30,885
                                                     -----------      ----------

Operating Income                                          16,841         16,166

Other Income, net                                          1,281          2,455
                                                     -----------      ----------

Income Before Utility Interest Charges                    18,122         18,621

Utility Interest Charges                                   2,605          2,225
                                                     -----------      ----------

Net Income                                           $    15,517      $  16,396
                                                     ===========      ==========

Average Common Shares Outstanding (Note 2)                10,029          9,892
                                                     ===========      ==========

Basic Earnings Per Share (Notes 2 and 5)             $      1.55      $    1.66
                                                     ===========      ==========

Diluted Earnings Per Share (Notes 2 and 5)           $      1.55      $    1.66
                                                     ===========      ==========

Dividends Declared Per Share (Note 2)                $     0.483      $   0.450
                                                    ============      ==========

     (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, 1998 and 1997
                  (in thousands except per share amounts)

                                                          1998           1997
                                                      ------------    ----------

Operating Revenues                                    $   174,874     $ 199,130
Cost of Gas                                                99,809       126,504
                                                      -----------   -----------

Gross Margin                                               75,065        72,626
                                                      -----------   -----------

Operating Expenses and Taxes:
   Operations and Maintenance                              25,922        24,937
   Depreciation                                            10,710         9,764
   General Taxes                                            8,500         8,951
   Income Taxes                                             9,370         9,129
                                                     ------------    -----------

Total Operating Expenses and Taxes                         54,502        52,781
                                                     ------------    -----------

Operating Income                                           20,563        19,845

Other Income, net                                             936         2,528
                                                     ------------    -----------

Income Before Utility Interest Charges                     21,499        22,373

Utility Interest Charges                                    4,783         4,595
                                                     ------------    -----------

Net Income                                           $     16,716    $   17,778
                                                     ============    ===========

Average Common Shares Outstanding (Note 2)                 10,000         9,892
                                                     ============    ===========

Basic Earnings Per Share (Notes 2 and 5)             $       1.67    $     1.80
                                                     ============    ===========

Diluted Earnings Per Share (Notes 2 and 5)           $       1.67    $     1.80
                                                     ============    ===========
Dividends Declared Per Share (Note 2)                $      0.949    $    0.883
                                                     ============    ===========

      (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, 1998 and 1997
                          (in thousands)

                                                          1998           1997
                                                      -----------     ----------

Cash Flows From Operating Activities:
   Net Income                                         $    15,517     $  16,396
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
         Depreciation and amortization                      5,622         5,064
         Change in deferred income taxes and
           deferred investment tax credits, net               318           (72)
         Change in other current assets and liabilities     9,646        (1,511)
         Other                                                215           282
                                                      -----------     ----------
   Net cash provided by operating activities               31,318        20,159
                                                      -----------     ----------

Cash Flows From Investing Activities:
   Property additions                                     (17,701)      (17,571)
   Proceeds from Expansion Fund                               631            -
   Other, net                                                 (83)         (446)
                                                      ------------     ---------
   Net cash used in investing activities                  (17,153)      (18,017)
                                                      ------------     ---------

Cash Flows From Financing Activities:
   Increase (decrease) in notes payable                    (5,000)        1,000
   Cash dividends paid                                     (4,847)       (4,452)
   Issuance of common stock through dividend reinvestment,
     employee stock purchase, and key employee stock
     option plans                                           1,397         1,718
                                                      ------------     ---------
Net cash used in financing activitities                    (8,450)       (1,734)
                                                      ------------     ---------

Net increase in cash and temporary cash investments         5,715           408
Cash and temporary cash investments,
    beginning of period                                       962         1,117
                                                      ------------     ---------

Cash and temporary cash investments, end of period    $     6,677      $  1,525
                                                      ============     =========

Cash paid for:
   Interest, net of amounts capitalized               $     2,544      $  2,630
   Income taxes, net of refunds                               850         8,429

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

PAGE>8
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                        March 31, 1998


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,  1998  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, 1997.

Note 2: On January 13, 1998, the Company's Board of Directors  approved a three-
     for-two stock split in the form of a stock dividend  effective February 20,
     1998,  for  Stockholders  of record January 26, 1998. All shares issued and
     outstanding,  as well as per share information for all periods prior to the
     effective date, have been adjusted to reflect the stock split.

Note 3: At March 31, 1998,  the Company had $4.4 million in restricted  supplier
     refunds,  none of which were received in the current quarter. Upon order of
     the North Carolina  Utilities  Commission  (NCUC), the Company has invested
     all of these funds in U. S. Treasury securities until such time as the NCUC
     orders the funds  transferred to an Expansion Fund (the Fund).  The Fund is
     administered  by the NCUC 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 12,
     1996, respectively, the Company transferred $3.8 million, $6.6 million, and
     $3.9 million to the Fund. At March 31, 1998, 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.

     On August 28, 1995, the Company was granted approval by the NCUC to extend
     natural gas service into Duplin and Onslow  Counties using  expansion fund
     dollars  totaling $12.4 million. Due to delays caused by environmental
     studies, the estimated costs to complete the project increased $5.4
     million.The Company has applied to the NCUC for an additional $4.3 million
     from the Fund to cover the increase in negative net present value of the
     project. On August 5, 1997,  November 4, 1997,  and  February 26, 1998
     the  Company,  upon  approval by the NCUC, received payments of $455,435,
     $295,388 and $335,838,  respectively,  from the Fund for that project.

<PAGE>9
     On April 29, 1998, the Company filed an application  with
     the NCUC to provide natural gas service to Bertie and Martin counties using
     the Fund. The main extension  project would run approximately 34 miles from
     Ahoskie, NC to Hamilton, NC and cost $9.7 million. The negative net present
     value of the project  requested  from the Fund is $5.2 million.

Note 4: 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 of costs and revenue
     benefits from the Company's past exploration and drilling programs. On
     February 7, 1997, the NCUC issued its Final 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 an $.11  increase in
     earnings per share in the three, six and twelve  month  periods  ended
     March 31,  1997.

Note 5: In February 1997,  the Financial  Accounting  Standards  Board
     (FASB) issued SFAS No. 128,"Earnings Per Share." SFAS No. 128 requires the
     Company to change the method  used to  compute  earnings  per share  (EPS).
     Primary EPS has been replaced with Basic EPS. Under the new requirement for
     calculating  Basic  EPS,  the  dilutive  effect of stock  options  has been
     excluded.  SFAS No. 128 also  replaced  fully diluted EPS with diluted EPS.
     Diluted EPS gives effect to all dilutive  potential common shares that were
     outstanding  during the period.  The adoption of SFAS No. 128 had no effect
     on the Basic and Diluted EPS for the three,  six and twelve  month  periods
     ended March 31, 1998 and 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 $36.0 million.  At March 31, 1998,  loans totaling
$10.0  million  were  outstanding  under the lines of credit  compared  to $15.0
million outstanding at September 30, 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
and for the higher level of accounts receivable at March 31, 1998 compared to
September 30, 1997.

     Recoverable Purchased Gas Costs and Refunds Payable primarily represent the
difference  between the  Company's  benchmark gas cost rate charged to customers
and the actual cost of gas. If the Company's benchmark rate charged to customers
exceeds the actual cost of gas,  Recoverable  Purchased  Gas Costs will decrease
and  Refunds  Payable  will  increase.  Should  the  benchmark  rate  charged to
customers be less than the actual cost of gas, Refunds Payable will decrease and
Recoverable  Purchased Gas Costs will  increase.  It is the Company's  policy to
manage the benchmark cost of gas to minimize,  if possible,  large over or under
recoveries.

     Net cash provided by operating  activities  increased $11.2 million for the
six months ended March 31, 1998, as compared to the same period last year.  This
increase was due primarily to (1) an increase in Refunds  Payable and a decrease
in  Recoverable  Purchased  Gas Cost due to a  higher  benchmark  cost of gas in
rates; (2) a decrease in payments for Federal Income Taxes due to prepaid income
taxes at the end of fiscal year 1997;  and (3) an  increase in accounts  payable
due  to  the  timing  of gas  purchases  and  commitments  and  expenditures  in
connection with the Company's construction program.

     Construction  spending  was $17.1  million  after  giving  effect to monies
received  from the Fund for the six months  ended  March 31,  1998,  compared to
$17.6  million for the same period in 1997.  Construction  expenditures  for the
remainder  of Fiscal Year 1998 are  projected  to be $30.0  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 1998. The Company expects
to issue  long-term debt to replace  short-term  borrowings in early Fiscal Year
1999.
<PAGE>11

     Net cash used in financing  activities  decreased  $6.7 million for the six
months  ended March 31,  1998,  as  compared  to the same period last year.  The
decrease  was due to strong cash flows from  operating  activities  allowing the
Company to lower short-term debt levels by $5.0 million for the six months ended
March 31, 1998, as compared to increased  borrowings of $1.0 million in the same
period last year.

(2)      Material Changes in Results of Operations

     Net income decreased $758,000,  $879,000,  and $1.1 million,  respectively,
for the three, six and twelve month periods ended March 31, 1998, as compared to
the same periods last year. All prior year periods ended March 31, 1997, include
a nonrecurring credit of $1,128,000 related to the settlement of a long-standing
regulatory  matter (see Note 4). Excluding the nonrecurring  credit,  net income
increased  $370,000,  $249,000  and $66,000 for the three,  six and twelve month
periods ended March 31, 1998.  Affecting all periods were (1) customer growth at
an annualized rate of 3.8%; and (2) weather which was 0.3%, 3.9% and 2.4% colder
than the same  three,  six and  twelve  month  periods  ended  March  31,  1997,
respectively.  For the quarter,  operations and maintenance  expenses  decreased
$65,000  from the 1997  quarter.  These  positive  factors were offset by higher
utility  interest  charges  and higher  depreciation  expense as a result of the
greater investment in plant necessary to support the growing customer base.

     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
              -----------------     -----------------       ----------------
               1998      1997         1998     1997          1998       1997
              ------   --------     -------   -------       -------    -----

Residential  $11,252   $10,920      $17,805   $16,893       $25,633    $24,978

Commercial     6,865     6,420       10,987    10,017        15,969     14,899

Industrial     6,884     6,734       14,325    14,529        25,825     25,109

Municipal      3,218     3,112        5,793     5,612         7,638      7,640
             -------   -------      -------   -------       -------    -------

Total        $28,219   $27,186      $48,910   $47,051       $75,065    $72,626
             -------   -------      -------   -------       -------    -------
             -------   -------      -------   -------       -------    -------


     Gross margin  increased  $1.0  million,  $1.9  million,  and $2.4  million,
respectively,  for the three, six and twelve month periods ended March 31, 1998,
compared to the same periods last year.  Positively affecting these periods were
(1) increased  customer  growth in the higher margin  residential and commercial
markets which the Company  serves;  (2) customer growth behind the city gates of
the wholesale municipal  customers served by the Company;  and (3) weather which
was  colder  than the same six and twelve  month  periods  last  year.  However,
margins are not  significantly  affected by weather  because of the operation of
the Company's  Weather  Normalization  Adjustment  (WNA) in its rate  structure.
Gross margin for the  industrial  class of customers  was down for the six month
period  ended March 31, 1998.  This was due to
<PAGE>12
a reduction in minimum  contract  billings in the 1998 period as compared to the
same period in 1997, and a reduction in volumes  delivered during the six months
ended  March  31,  1998 to  interruptible  customers  due to more  cold  weather
curtailments of service to this customer rate class and some loss of load due to
low oil prices compared to the prior year's winter.

     The chart below shows total throughput volumes (in thousands of dt) for the
three,  six and twelve month  periods  ended March 31, 1998 and 1997 by customer
class:

                      THROUGHPUT VOLUMES (Mdt) BY CUSTOMER CLASS
                      ------------------------------------------

                    3 Months                6 Months               12 Months
                 --------------         ---------------          --------------
                 1998      1997         1998      1997           1998     1997
                 -----    -----         -----    ------          -----    -----

Residential      3,354    3,293         4,944     4,803          6,326    6,409

Commercial       2,434    2,342         4,134     3,880          6,405    6,216

Industrial       6,951    7,264        14,891    15,376         33,583   32,397

Municipal        3,158    3,055         5,960     5,902          9,111    8,950
                ------   ------        ------    ------         ------   ------

Total           15,897   15,954        29,929    29,961         55,425   53,972
                ------   ------        ------    ------         ------   ------
                ------   ------        ------    ------         ------   ------


     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
                 --------------         ----------------        ---------------
                  1998    1997           1998      1997          1998     1997
                 -----   ------         ------    ------        ------   ------

Sales            8,583   11,219         18,766    19,876        27,409   34,771

Transportation   7,314    4,735         11,163    10,085        28,016   19,201
                ------   ------         ------    ------        ------   ------

Total           15,897   15,954         29,929    29,961        55,425   53,972
                ------   ------         ------    ------        ------   ------
                ------   ------         ------    ------        ------   ------


     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 a
significant  impact 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 or billed by
the Company.  Transportation  volumes  increased  for all periods as compared to
last year due to a higher benchmark commodity cost of gas in the Company's rates
causing more transportation customers to secure their own commodity.

<PAGE>13
     Weather in the Company's  service area was 0.3%,  3.9%,  and 2.4%  colder
 for the three,  six and  twelve  month  periods ended  March 31,  1998,
 respectively,  compared to the same periods last year. This colder weather
 resulted in increased deliveries to weather sensitive residential,  commercial
 and municipal customers.  However, this had an adverse effect on interruptible
 industrial   customers   due  to   increased curtailments over the same periods
 last year.

     Operating  revenues decreased $11.8 million,  $6.8 million,  and $24.3
 million for the three,  six and twelve month  periods ended March 31, 1998,
 respectively,  as compared to the same periods last year.  These  decreases
 were caused by mix changes to greater  transportation volumes to industrial
 and  municipal  and lower sale  volumes  as shown in the table  "Throughput
 Volumes (Mdt) By Type of Service" on page 12, and to lower commodity prices
 of natural gas.

      Cost of gas decreased  $12.9  million,  $8.7 million and $26.7 million
 for the  three,  six  and  twelve  month  periods  ended  March  31,  1998,
 respectively,  as compared to the same periods last year.  These  decreases
 were caused  primarily by: (1) increased  transportation  of customer owned
 gas and  lower  sales of gas by the  Company;  and (2) a  decreases  in the
 average commodity cost of gas in each period as compared to the same period
 last year.

     Operating and maintenance  expenses  decreased $65,000 for the three month
 period ended March 31, 1998 as compared to the same period last year. The
 primary  reasons for the decrease were (1) lower  transmission  maintenance
 expenses due the current quarter not having  right-of-way  clearing costs; and
 (2) major maintenance costs at a compressor station which occurred in 1997.

     Operating  and  maintenance  expenses  increased  $470,000 and $985,000 for
 the six and twelve month periods ended March 31 1998,  respectively,  as
 compared  the  same  periods  last  year.  Affecting  both  periods  were
 (1)  increased transmission  and  distribution  expenses;  (2)  increased
 compressor  fuel  costs  caused by  increased  usage for system integrity;
 (3) increased  employee  compensation  costs  associated with the increased
 customer base; (4) higher employee medical  claims;  and (5) a slight  increase
 in the provision for doubtful  accounts  during the twelve month period due to
 higher customer billings, but slower collections after the 1997 heating season
 concluded.

     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.

     General  taxes  decreased  in the three and twelve  month  periods and were
 up slightly in the six month period 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, tracks the changes in revenues. Also, higher
 property and payroll taxes affected all periods.

    Income taxes increased  $196,000,  $41,000 and $241,000,  respectively,  for
 the three, six and twelve month periods ended March 31, 1998, as compared
 to the same  periods last

<PAGE>14

 year.  These  increases  were caused by increases in operating income as
 income tax rates remained unchanged.

     Other  income,  net,  decreased  $1.2  million for both the three and six
 month  periods and $1.6 million for the twelve month period as compared to the
 same periods last year. Affecting all periods was a nonrecurring after-tax
 credit of $1.1 million related to the settlement of a long-standing regulatory
 matter (see Note 4).

     Utility interest expense increased $397,000,  $380,000 and $188,000,
 respectively, for the three, six and twelve month periods as compared to the
 same periods last year. These increases were due primarily to increased
 interest expense related to higher  levels of  short-term  borrowings  used to
 finance a customer  growth rate of almost 4%. This was offset somewhat by an
 increase in allowance for funds used during  construction  and lower interest
 expense on long-term debt due to scheduled debt repayments.

(3) Other

     The  Year  2000  issue  exists  because  many  computer   systems  and
 applications  use two-digit fields to designate a year. As the century date
 change occurs, date-sensitive systems will recognize the year 2000 as 1900,
 or not at all. This  inability to recognize or properly treat the Year 2000
 may cause systems to process critical financial and operational information
 incorrectly.  NCNG has  chosen to replace  all  critical  systems  with new
 software  which is Year 2000  compliant.  Existing  non-Year 2000 compliant
 systems  have been and will  continue to be  replaced  as the new  software
 systems are  installed.  All work will be  completed  in  mid-Fiscal  1999.

     Statements  make herein and  elsewhere in this annual  report which are not
 historical in fact are forward-looking  statements.  In connection with the
 "Safe Harbor"  provisions of the Private Securities Reform Act of 1995, the
 Company  cautions that,  while it believes such statements to be reasonable
 and makes them in good faith,  they almost always vary from actual results,
 depending upon the  circumstances.  Investors  should be aware of important
 factors that could have a material impact on future results.  These factors
 include,  but are not  limited to,  weather,  the  regulatory  environment,
 financial  market  conditions,   interest  rate  fluctuations,   customers'
 preferences,  unforeseen competition, and other uncertainties, all of which
 are  difficult to predict,  and most of which are beyond the control of the
 Company.

<PAGE>15

                          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>16

                                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 14, 1998                          /s/Gerald A. Teele
                                        ----------------------------------------
                                        Gerald A. Teele
                                        Senior Vice President, Treasurer and
                                        Chief Financial Officer
                                        (Principal Financial Officer)



 Date:  May 14, 1998                          /s/Ronald J. Josephson
                                        ----------------------------------------
                                        Ronald J. Josephson
                                        Vice President-Financial Services
                                        (Principal Accounting Officer)

<PAGE>17


                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 March 31, 1998:


   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-30-1998
<PERIOD-END>                                   mar-31-1998
<BOOK-VALUE>                                   per-book
<TOTAL-NET-UTILITY-PLANT>                     214,358
<OTHER-PROPERTY-AND-INVEST>                     4,826
<TOTAL-CURRENT-ASSETS>                         49,917
<TOTAL-DEFERRED-CHARGES>                        2,660
<OTHER-ASSETS>                                    0
<TOTAL-ASSETS>                                271,761
<COMMON>                                       25,169
<CAPITAL-SURPLUS-PAID-IN>                      33,445       
<RETAINED-EARNINGS>                            66,676
<TOTAL-COMMON-STOCKHOLDERS-EQ>                125,290
                             0
                                       0
<LONG-TERM-DEBT-NET>                           61,000
<SHORT-TERM-NOTES>                                0
<LONG-TERM-NOTES-PAYABLE>                      10,000
<COMMERCIAL-PAPER-OBLIGATIONS>                    0
<LONG-TERM-DEBT-CURRENT-PORT>                   2,000
                         0
<CAPITAL-LEASE-OBLIGATIONS>                       0
<LEASES-CURRENT>                                  0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 73,471
<TOT-CAPITALIZATION-AND-LIAB>                 271,761
<GROSS-OPERATING-REVENUE>                     116,007
<INCOME-TAX-EXPENSE>                            8,339
<OTHER-OPERATING-EXPENSES>                     90,827
<TOTAL-OPERATING-EXPENSES>                     99,166
<OPERATING-INCOME-LOSS>                        16,841
<OTHER-INCOME-NET>                              1,281
<INCOME-BEFORE-INTEREST-EXPEN>                 18,122
<TOTAL-INTEREST-EXPENSE>                        2,605
<NET-INCOME>                                   15,517
                       0
<EARNINGS-AVAILABLE-FOR-COMM>                  15,517
<COMMON-STOCK-DIVIDENDS>                        4,847
<TOTAL-INTEREST-ON-BONDS>                         0
<CASH-FLOW-OPERATIONS>                         31,318
<EPS-PRIMARY>                                   1.55
<EPS-DILUTED>                                   1.55

        

</TABLE>


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