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EX-31 - Corning Natural Gas Holding Corpexhibit31_1.htm
EX-32 - Corning Natural Gas Holding Corpexhibit32_1.htm
EX-31 - Corning Natural Gas Holding Corpexhibit31_2.htm
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

 

☐  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 000-00643

 

CORNING NATURAL GAS HOLDING CORPORATION

(Exact name of Registrant as specified in its charter)

 

New York 46-3235589
(State of incorporation) (I.R.S. Employer Identification No.)

 

330 West William Street, Corning, New York 14830

(Address of principal executive offices) (Zip Code)

 

(607) 936-3755

(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 ☒  No ☐

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒   No ☐

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☐   Accelerated Filer  ☐   Non-accelerated Filer ☐   Smaller Reporting Company ☒

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐   No ☒

 

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

 

Class Shares outstanding as of May 16, 2016
Common Stock, $.01 par value 2,471,488

 

 
1
 

PART I.   FINANCIAL INFORMATION Page
               
    Item 1.   Financial Statements     3
               
    Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 15
               
    Item 4.   Controls and Procedures     24
               
PART II.   OTHER INFORMATION    
               
    Item 1.   Legal Proceedings     24
               
    Item 1A.   Risk Factors     24
               
    Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds 24
               
    Item 3.   Defaults upon Senior Securities     24
               
    Item 4.   Mine Safety Disclosures     24
               
    Item 5.   Other Information     24
               
    Item 6.   Exhibits     25
               
    SIGNATURES   25
               
               
               
               
               

 

 

 

 

2
 

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

CORNING NATURAL GAS  HOLDING CORPORATION AND SUBSIDIARIES          
Consolidated Balance Sheets          
           
           
Assets   March 31, 2016    September 30, 2015 
    (Unaudited)      
Plant:          
  Utility property, plant and equipment  $78,269,305   $74,297,174 
  Less: accumulated depreciation   (21,839,707)   (20,984,031)
     Total plant utility and non-utility, net   56,429,598    53,313,143 
           
Investments:          
  Marketable securities available-for-sale at fair value   2,105,189    2,153,785 
  Investment in joint ventures   2,475,105    2,293,252 
    Total Investments   4,580,294    4,447,037 
           
Current assets:          
  Cash and cash equivalents   99,018    75,289 
  Customer accounts receivable (net of allowance for          
    uncollectible accounts of $30,120 and $44,377, respectively)   2,688,203    1,585,845 
  Related party receivables   558,844    525,920 
  Gas stored underground, at average cost   538,032    1,182,955 
  Materials and supplies inventory   1,168,461    1,295,304 
  Prepaid expenses   1,583,747    1,203,355 
     Total current assets   6,636,305    5,868,668 
           
Regulatory and other assets:          
  Regulatory assets:          
     Unrecovered gas costs   —      37,191 
     Deferred regulatory costs   2,252,718    2,751,339 
     Deferred pension   5,010,731    4,517,673 
 Unamortized debt issuance cost (net of accumulated          
     amortization of $715,553 and $675,326, respectively)   326,083    287,858 
  Other   291,288    192,869 
     Total deferred debits and other assets   7,880,820    7,786,930 
           
     Total assets  $75,527,017   $71,415,778 
           
See accompanying notes to consolidated financial statements.          

 

 

3
 

 

CORNING NATURAL GAS  HOLDING CORPORATION AND SUBSIDIARIES          
Consolidated Balance Sheets          
           
           
Liabilities and capitalization:   March 31, 2016    September 30, 2015 
    (Unaudited)      
           
Long-term debt, less current installments  $21,218,188   $12,554,397 
           
Current liabilities:          
  Current portion of long-term debt   446,967    2,923,133 
  Borrowings under lines-of-credit and short-term debt   4,575,050    9,003,599 
  Accounts payable   1,712,912    1,721,720 
  Accrued expenses   397,077    418,221 
  Over-recovered gas costs   32,786    —   
  Customer deposits and accrued interest   1,265,877    1,357,452 
  Dividends declared   370,059    354,924 
     Total current liabilities   8,800,728    15,779,049 
           
Other liabilities:          
   Deferred income taxes   4,831,875    3,593,714 
Deferred compensation   1,418,865    1,492,488 
Deferred pension costs and post-retirement benefits   7,334,229    6,857,399 
Other   216,674    1,410,299 
     Total deferred credits and other liabilities   13,801,643    13,353,900 
           
Commitments and contingencies (Note 3 - Financing Activities   —      —   
and Note 8 – Pike County Light & Power)          
           
Common stockholders' equity:          
  Common stock (common stock $.01 par          
  value per share.  Authorized 3,500,000 shares;          
  issued and outstanding 2,468,961 shares at          
  March 31, 2016 and 2,449,647 at September 30, 2015)   24,689    24,496 
 Additional paid-in capital   26,619,217    26,362,369 
  Retained earnings   5,019,304    3,312,638 
  Accumulated other comprehensive income   43,248    28,929 
     Total common stockholders' equity   31,706,458    29,728,432 
           
     Total liabilities and capitalization  $75,527,017   $71,415,778 
           
See accompanying notes to consolidated financial statements.          

 

 

4
 

 

 

CORNING NATURAL GAS HOLDING CORPORATION AND SUBSIDIARIES      
Consolidated Statements of Income and Comprehensive Income      
Unaudited      
             
   Three Months Ended March 31,  Six Months Ended March 31,
                
    2016   2015   2016   2015
Utility operating revenues  $7,881,456  $9,664,184  $12,681,987  $15,530,520
Natural gas purchased   2,146,922   3,722,461   3,038,900   5,658,372
Gross margin   5,734,534   5,941,723   9,643,087   9,872,148
                     
Cost and expense                    
Operating and maintenance expense   1,657,002   2,021,189   3,608,624   3,875,736
Taxes other than income taxes   524,163   538,117   1,006,378   1,036,117
Depreciation   438,427   432,997   847,112   820,189
Other deductions, net   110,580   89,467   217,427   149,319
Total costs and expenses   2,730,172   3,081,770   5,679,541   5,881,361
                     
Operating income   3,004,362   2,859,953   3,963,546   3,990,787
                     
Other income and (expense)                    
Interest expense   (220,482)   (234,002)   (472,395)   (461,999)
Other expense   (14,513)   (15,127)   (25,110)   (36,666)
Other income   62,296   —      64,622   10,000
Investment income   56,594   73,837   74,991   117,021
Income (loss) from joint ventures   32,454   11,382   31,853   (8,695)
Rental income   12,138   12,138   24,276   24,276
                     
Net income from operations, before income tax   2,932,849   2,708,181   3,661,783   3,634,724
                     
Income tax (expense), current   —     —     —     —  
Income tax benefit (expense), deferred   (959,512)    (1,017,545)    (1,228,094)  (1,375,722)
Total income tax (expense)   (959,512)    (1,017,545)    (1,228,094)    (1,375,722)
                     
Net income   1,973,337   1,690,636   2,433,689   2,259,002
                     
Other comprehensive (loss)                    
Pension adjustment, net of tax of $0, $51,721, $0 and                    
$103,442, respectively   —     (74,121)    —     (148,242)
Net unrealized gain (loss) on securities available for sale net                    
of income tax (benefit) of ($4,138), ($21,027), $9,992 and                    
and ($16,711), respectively   (5,931)    (40,817)    14,319   (32,440)
Total other comprehensive (loss)   (5,931)    (114,938)    14,319   (180,682)
                     
Total comprehensive income  $1,967,406  $1,575,698  $2,448,008  $2,078,320
                     
Weighted average earnings per share-                    
basic:  $0.80  $0.69  $0.99  $0.93
diluted:  $0.80  $0.69  $0.99  $0.93
                     
Average shares outstanding - basic   2,468,036   2,437,933   2,464,955   2,435,743
Average shares outstanding - diluted   2,468,036   2,442,773   2,464,955   2,441,092
                     
See accompanying notes to consolidated financial statements.            

 

 

5
 

 

CORNING NATURAL GAS HOLDING CORPORATION AND SUBSIDIARIES      
Consolidated Statements of Cash Flows      
Unaudited      
       
                                              Six Months Ended March 31,    
   2016  2015
Cash flows from operating activities:          
  Net income  $2,433,689  $2,259,002
  Adjustments to reconcile net income to net cash          
    provided by operating activities:          
      Depreciation   847,112   820,189
      Amortization of debt issuance cost   39,932   47,537
      Non-cash pension expense   469,134   501,186
      Regulatory asset amortization   151,982   109,521
      Stock issued for services   63,998   84,662
      Gain on sale of marketable securities   (52,623)   (92,898)
      Deferred income taxes   1,228,094   1,375,722
      Bad debt expense   39,017   64,684
      (Gain) loss on joint ventures   (31,853)   8,695
           
Changes in assets and liabilities:          
  (Increase) decrease in:          
      Accounts receivable   (1,141,375)   (1,843,970)
      Gas stored underground   644,923   1,778,060
      Materials and supplies inventories   126,843   37,240
      Prepaid expenses   (380,392)   (472,374)
      Over recovered gas costs   69,977   135,124
      Deferred regulatory costs   346,639   291,389
      Other   (98,419)   939
  Increase (decrease) in:          
      Accounts payable   (8,808)   257,496
      Accrued expenses   (21,144)   (86,403)
      Customer deposits and accrued interest   (91,575)   (212,366)
      Deferred compensation   (73,623)   (71,218)
      Deferred pension costs & post-retirement benefits   (489,058)   (504,675)
      Other liabilities and deferred credits   (1,191,324)    (202,650)
           Net cash provided by operating activities   2,881,146   4,284,892
           
Cash flows from investing activities:          
  Purchase of securities available-for-sale   (759,666)   (568,076)
  Sale of securities available-for-sale   886,666   690,611
  Amount paid to related parties   (32,924)   (40,618)
  Investment in joint ventures   (150,000)   (730,000)
  Capital expenditures   (3,963,567)    (3,237,648)
            Net cash (used in) investing activities   (4,019,491)   (3,885,731)
           
Cash flows from financing activities:          
  (Repayments) proceeds under lines-of-credit   (228,549)   492,332
  Debt issuance costs   (78,157)   (982)
  Cash received from sale of stock   120,262   4,862
  Dividends paid   (639,107)   (593,012)
 Proceeds under long-term debt   2,740,412   982,903
Repayment of long-term debt   (752,787)   (1,342,245)
            Net cash provided by (used in) financing activities   1,162,074   (456,142)
            Net increase (decrease) in cash   23,729   (56,981)
           
            Cash and cash equivalents at beginning of period  75,289   108,086
           
            Cash and cash equivalents at end of period   $99,018   $51,105
           
Supplemental disclosures of cash flow information:          
    Cash paid during the period for:          
     Interest  $470,508  $462,697
     Income taxes  $36,025  $108,516
Non-cash financing activities:          
     Dividends paid with shares  $72,781  $63,202
     Number of shares paid with dividends   4,764   3,282
           
See accompanying notes to consolidated financial statements          
           

6
 

 

 

CORNING NATURAL GAS HOLDING CORPORATION AND SUBSIDIARIES               
Consolidated Statement of Changes in Stockholders' Equity     
Unaudited                              
                               
   

Number of Shares

    

Common Stock

    

Additional Paid in

Capital

 

Retained Earnings

 Accumulated Other Comprehensive Income  Total 
Balances at September 30, 20152,449,647   $24,496   $26,362,369 $3,312,638 $28,929 $29,728,432 
Issuance of common stock19,314    193    256,848  —   —   257,041 
Dividends declared         —       (727,023)    (727,023) 
Comprehensive income:                           
Change in unrealized gain on                         
securities available for sale,                         
net of income taxes      —         14,319  14,319 
Net income         —       2,433,689    2,433,689 
Total comprehensive income                    2,448,008 
Balances at March 31, 20162,468,961   $24,689   $26,619,217 $5,019,304 $43,248 $31,706,458 

 

 

 

See accompanying notes to consolidated financial statements

 

 

7
 

 

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 1 – Basis of Presentation

 

Corning Natural Gas Holding Corporation (“Holding Company”) was incorporated in New York in July 2013 to serve as a holding company for Corning Natural Gas Corporation (the “Gas Company” or “Corning Gas”) and its dormant subsidiary Corning Natural Gas Appliance Corporation (“Appliance Company”). The Holding Company has 50% ownership interests in our joint ventures Leatherstocking Gas Company, LLC (“Leatherstocking Gas”), its subsidiary, Leatherstocking Gas Development Corporation, and Leatherstocking Pipeline Company, LLC (“Leatherstocking Pipeline”).

 

The information furnished herewith reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to SEC rules and regulations, although the Holding Company believes the disclosures which are made are adequate to make the information presented not misleading.

 

The consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Holding Company’s latest annual report on Form 10-K for the fiscal year ended September 30, 2015 (“ Annual Report”). These interim consolidated financial statements are unaudited.

 

Our significant accounting policies are described in the notes to the Consolidated Financial Statements in the Holding Company’s Annual Report, filed on December 23, 2015. It is important to understand that the application of generally accepted accounting principles in the United States of America involves certain assumptions, judgments and estimates that affect reported amounts of assets, liabilities, revenues and expenses. Thus, the application of these principles can have varying results from company to company.

 

Because our business is highly seasonal in nature, sales for each quarter of the year vary and are not comparable. Sales vary depending on seasonal variations in temperature, although the Gas Company’s weather normalization and revenue decoupling clauses that remain in effect pursuant to the latest New York Public Service Commission (“NYPSC”) rate order issued on October 19, 2015, in Case 11-G-0280 serve to stabilize net revenue, by insulating it, to an extent, from the effects of unusual temperature variations and conservation. Certain larger customer classes are not covered by weather normalization or revenue decoupling and weather will impact revenue from these classes.

 

It is the Holding Company’s policy to reclassify amounts in the prior year financial statements to conform to the current year presentation.

 

New Accounting Pronouncements Not Yet Adopted

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance on revenue from contracts with customers. The new guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods and services to customers. The updated guidance will replace most existing revenue recognition guidance in GAAP when it becomes effective. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are currently evaluating the effect the updated standard will have on our consolidated financial statements and related disclosures.

 

In April 2015, the FASB issued new accounting guidance on the presentation of debt issuance costs. The new guidance requires that debt issuance costs related to a note be presented as a direct deduction from that note. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. The debt issuance costs will be reclassified to the liabilities on the balance sheet. The amount as of March 31, 2016 is $326,083.

 

8
 

 

In July 2015, the FASB issued new accounting guidance simplifying inventory measurement by requiring companies to value inventory at the lower of cost or net realizable value. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. We do not believe this guidance will have a material effect on our consolidated financial statements when adopted.

 

In September 2015, the FASB issued new accounting guidance on the recognition by the acquiring entity of adjustment to provisional amounts during the measurement period. The new guidance requires the adjustments that are identified to be recognized in the same period’s financial statements in which the adjustment amounts are determined. The entity must also present separately on the face of the income statement, or disclose separately in the notes, the portion of the amount recorded in the current-period earnings by line item that would have been recorded in previous periods if the adjustment had been identified as of the acquisition date. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. We are still evaluating whether this guidance will have a material effect on our consolidated financial statements when adopted.

 

In January 2016, the FASB issued new accounting guidance on the recognition and measurement of financial assets and financial liabilities. The new guidance requires for equity investments (except those accounted for under the equity method of accounting or those that request in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early application is not permitted. We are still evaluating whether this guidance will have a material effect on our consolidated financial statements when adopted.

 

In March 2016, the FASB issued new accounting guidance on investments that qualify for use of the equity method of accounting. The new guidance eliminates the need for retroactive adjustments when qualifying for the equity method. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. We do not believe this guidance will have a material effect on our consolidated financial statements when adopted.

 

In March 2016, the FASB issued new guidance regarding share-based payment transactions, including income tax consequence, classification of awards and classification on the statement of cash flows. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. We are still evaluating whether this guidance will have a material effect on our consolidated financial statements when adopted.

 

Early Adoption of New Accounting Guidance

 

In November 2015, the FASB issued new accounting guidance on the classification of deferred taxes. The new guidance requires that all deferred tax asset and liabilities be classified as noncurrent in a classified statement of financial position. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early application is permitted. When the guidance is effective all deferred tax assets and liabilities will be presented as noncurrent. We have chosen to apply the guidance retroactively. As a result, as of September 30, 2015, we have reclassified a deferred tax liability of $385,973 from short-term to long-term.

 

Note 2 - Pension and Other Post-retirement Benefit Plans

 

Components of Net Periodic Benefit Cost:

 

Pension BenefitsThree Months Ended March 31,   Six Months Ended March 31, 
    2016    2015    2016    2015 
Service Cost  $89,391   $85,760   $178,783   $171,520 
Interest Cost   244,467    229,789    488,934    459,578 
Expected return on plan assets   (257,190)   (256,891)   (514,379)   (513,783)
Amortization of prior service cost   1,794    2,352    3,588    4,703 
Amortization of net (gain) loss   168,066    123,490    336,133    246,979 
Net period benefit cost  $246,528   $184,500   $493,059   $368,997 

 

 

9
 

 

Other BenefitsThree Months Ended March 31,   Six Months Ended March 31, 
    2016    2015    2016    2015 
Service Cost  $4,831   $5,245   $9,663   $10,490 
Interest Cost   12,606    12,168    25,212    24,337 
Expected return on plan assets   —      —      —      —   
Amortization of prior service cost   887    887    1,774    1,774 
Amortization of net (gain) loss   —      (1,975)         (3,951)
Net period benefit cost  $18,324   $16,325   $36,649   $32,650 

 

For ratemaking and financial statement purposes, pension expense represents the amount approved by the NYPSC in the Gas Company’s most recently approved rate case. Pension expense (benefit) for ratemaking and financial statement purposes was approximately $485,000 for the six months ended March 31, 2016 and 2015. The difference between the pension expense (benefit) for ratemaking and financial statement purposes, and the amount computed above has been deferred as regulatory assets and is not included in the prepaid pension cost noted above.

 

The NYPSC has allowed the Gas Company to recover incremental costs associated with other post-retirement benefits through rates on a current basis. Other post-retirement benefit expense (benefit) for ratemaking and financial statement purposes was approximately $36,932 for the six months ended March 31, 2016 and 2015. The difference between the other post-retirement benefit expense (benefit) for ratemaking and financial statement purposes, and the amount computed above has been deferred as regulatory assets and is not included in the prepaid cost noted above.

 

Contributions

 

The Gas Company expects to contribute approximately $1.0 million to its Pension Plan and $73,295 to its other Post Retirement Benefit Plan in fiscal year 2016. A total of $489,058 has been paid to the Pension Plan for the first six months of this fiscal year.

 

Note 3 – Financing Activities

 

On January 27, 2016, we entered into an agreement with Manufacturers and Traders Trust Company (“M&T”) in the amount of $17.4 million to consolidate all previous term debt into one loan. As collateral, the Gas Company granted M&T a security interest in all utility property, including plant and equipment, contract rights, easements and rights of way of the Gas Company. The agreement includes the following covenants to be measured quarterly: (i) maintain a ratio of total funded debt to EBITDA (earnings before interest, income taxes, depreciation and amortizations) of not greater than 3.75 to 1.0 and (ii) maintain cash flow coverage of not less than 1.1 to 1.0 based on the Company’s trailing twelve month operating performance and fiscal operating statements. The interest rate is a variable rate determined by the Gas Company’s funded debt to EBITDA ratio calculated ninety days after the end of each quarter added to the daily LIBOR rate. Until the first rate adjustment on March 31, 2016, the rate was 2.4375%. On April 1, 2016 the rate continued at 2.4375%. This note will be due as interest only for the first year. In February 2017, the first of fifty-nine equal monthly principal payments of $207,143 along with the variable accrued interest will be due. In the sixtieth month there will be a final payment due equal to all outstanding principal and interest. Only the difference between the amount of the note and the long term debt refinanced by the note has been recognized as a cash item on the Consolidated Statements of Cash Flow.

 

Also on January 27, 2016, the Gas Company entered into an agreement with M&T in the amount of $4.2 million for a multiple disbursement note to refinance seventy percent of the NYPSC mandated 2015 construction projects with no additional collateral pledged. All amounts have been borrowed as of March 31, 2016. A NYPSC capital expenditure tracker report was required to receive any advances on this note. Interest will be a variable rate determined by the Gas Company’s funded debt to EBITDA ratio calculated ninety days after the end of each quarter added to the daily LIBOR rate. Until the first rate adjustment on March 31, 2016, the rate was 2.4375%. This rate continued at April 1, 2016 and will be subject to adjustment every three months. Interest only will be due for the first twelve months then will convert to a term loan payable in forty-seven equal payments based on a seven year amortization schedule with a final payment of all outstanding principal and interest due. Since this note replaced a $4.2 million short term note, it has not been recognized as a financing activity on the Consolidated Statements of Cash Flow.

 

On January 27, 2016, we entered into an agreement with M&T for a revolving line of credit of $8.0 million at a variable rate with the same interest calculation as the other two M&T notes signed at the on the same date, as described above, with no additional collateral or covenants beyond those included in the term note. This agreement will expire on April 1, 2017. The amount outstanding under this line at March 31, 2016 was approximately $4.6 million with and interest rate of 2.4375%. We rely heavily on our credit line to finance our receivables and the purchase of gas that we place in storage.

 

We are in compliance with our covenant calculations as of March 31, 2016.

 

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Note 4 - Fair Value of Financial Instruments

The Holding Company has determined the fair value of debt and other financial instruments using a valuation hierarchy. The hierarchy, which prioritizes the inputs used in measuring fair value, consists of three levels. Level 1 uses observable inputs such as quoted prices in active markets; Level 2 uses inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which is defined as unobservable inputs in which little or no market data exists, requires the Holding Company to develop its own assumptions. The carrying amount of debt on the Consolidated Balance Sheets approximates fair value as a result of instruments bearing interest rates that approximate current market rates for similar instruments, and the carrying amounts for cash, accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment assets, which fund the Gas Company’s deferred compensation plan, are valued based on Level 1 inputs.

The Holding Company has determined the fair value of certain assets through application of FASB ASC 820 “Fair Value Measurements and Disclosures”.

Fair value of assets and liabilities measured on a recurring basis at March 31, 2016 and September 30, 2015 are as follows:

 

Fair Value Measurements at Reporting Date Using:

 

  Fair ValueQuoted Prices In Active Markets for Identical Assets/Liabilities (Level 1)Level 2 Level 3 
March 31, 2016              
Available-for-sale securities $2,105,189$2,105,1890 0 
               
September 30, 2015              
Available-for-sale securities $2,153,785$2,153,7850 0 

 

 

 

A summary of the marketable securities at March 31, 2016 and September 30, 2015 is as follows:
            
    Cost Basis  Unrealized Gain   Unrealized Loss    Market Value 
March 31, 2016                   
Cash and equivalents  $173,439   —      —    $173,439 
Metlife stock value   51,185   —      —     51,185 
Government and agency bonds   283,574   690    —     284,264 
Corporate bonds   335,138   —      2,765    332,373 
Mutual funds   —    —      —      —   
Equity securities   1,188,427   75,501    —      1,263,928 
Total securities  $2,031,763  $76,191   $2,765   $2,105,189 
                    
September 30, 2015                   
                   
Cash and equivalents   

$41,500

           41,500 
Metlife stock value   51,185           51,185 
Government and agency bonds   301,673   1,763        303,436 
Corporate bonds   337,757       3,973    333,784 
Mutual funds   79,515       8,555    70,960 
Equity securities   1,293,039   59,881        1,352,920 
Total securities   $2,104,669   $61,644    $12,528    2,153,785 

 

 

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Realized gains included in earnings for the periods reported in investment income as follows:

 

Investment Income            
 Three Months Ended March 31,   Six Months Ended March 31, 
    2016    2015    2016    2015 
Total realized gains (losses) included in earnings $46,465   $63,601   $52,623   $92,898 

 

 

 

Financial assets and liabilities valued using level 1 inputs are based on unadjusted quoted market prices as of the close of business on the days noted within active markets.

Note 5 – Common Stock and Dividends

 

For the fiscal year to date there were 19,314 shares issued for $120,262 of cash, $63,998 of services and $72,781 of reinvested dividends under our dividend reinvestment program (“DRIP”). Included in the 19,314 shares were 5,250 shares issued to directors, 300 shares sold to Leatherstocking Gas, which used the shares to compensate its independent director, Carl T. Hayden, 4,764 shares issued to various investors under the DRIP and 9,000 options exercised.

 

Dividends are accrued when declared by the board of directors. At its regular meeting on January 20, 2015, the board of directors approved an increase in the quarterly dividend to $.145 a share. There was a dividend paid on October 15, 2015 to shareholders of record on September 30, 2015 and on January 15, 2016 to shareholders of record on December 31, 2015. At its regular meeting on February 3, 2016, the board of directors approved an increase in the quarterly dividend to $.15 a share. For the quarter ended March 31, 2016, $370,059 was accrued for dividends paid on April 15, 2016 to shareholders of record on March 31, 2016.

 

As of November 12, 2013, the Holding Company registered 129,004 shares of common stock with a par value of $.01 per share for the DRIP. During the six months ended March 31, 2016, 4,764 shares have been issued under this program.

 

Note 6 – Leatherstocking Companies

 

The Holding Company has an interest in Leatherstocking Gas, a joint venture with Mirabito Regulated Industries, LLC, accounted for by the equity method. This joint venture is currently moving forward on expansions to several areas in the northeast. The Holding Company and Mirabito Regulated Industries, LLC each own 50% of the joint venture and each appoints three managers to operate Leatherstocking Gas. The seventh manager is a neutral manager agreed to by the Holding Company and Mirabito Regulated Industries, LLC who is not an officer, director, or employee of either company, currently Carl T. Hayden. The current managers are Joseph P. Mirabito, John J. Mirabito and William Mirabito from Mirabito Regulated Industries, LLC; Matthew J. Cook, Michael I. German and Russell S. Miller from the Holding Company; and Carl T. Hayden as the neutral manager. Michael I. German is the Chief Executive Officer and President of the Holding Company and is also a stockholder and current board member of the Holding Company. Joseph P. Mirabito and William Mirabito are stockholders and current board members of the Holding Company. Leatherstocking Gas has received franchises from the Village and Town of Sidney, Village and Town of Bainbridge, Village and Town of Windsor, Village and Town of Unadilla, and Village and Town of Delhi in New York. Leatherstocking Gas’ petitions for authority to exercise its franchises in the Town and Village of Winsor are currently pending before the NYPSC. In addition, Leatherstocking Gas has acquired sixteen franchises in Susquehanna and Bradford Counties, Pennsylvania. Leatherstocking Gas has met with potential customers and public officials, as well as attended public hearings, and believes there is interest in acquiring gas service. On July 25, 2013, Leatherstocking Gas signed a loan agreement with Five Star Bank for $1.5 million to finance construction in Bridgewater, Pennsylvania. This agreement increased to $1.8 million before converting to a long-term note. Construction in the Township of Bridgewater began in July 2013 and Leatherstocking Gas began serving customers in October 2013. Construction of the Borough of Montrose system started in the spring of 2014 and construction started in the Township of Dimock in November 2014. Leatherstocking Gas currently serves 290 customers in these boroughs and townships as of March 31, 2016. On August 28, 2014, Leatherstocking Gas, as borrower, and Leatherstocking Pipeline as guarantor, entered into a loan agreement with Five Star Bank for up to $4 million over two years to finance the work and services required for the infrastructure costs and ongoing costs of underground piping construction projects in Montrose, Bridgewater and Dimock, Pennsylvania. This agreement required equity investments from the Holding Company and Mirabito Regulated Industries for a total of 66% of all amounts borrowed. During fiscal year 2014, $1,500,000 was borrowed and both the Holding Company and Mirabito Regulated Industries invested $500,000. During fiscal year 2015, $2,500,000 was borrowed and both the Holding Company and Mirabito Regulated Industries invested $850,000. As of September 30, 2015, Leatherstocking Gas had drawn the $4 million available over the two year period on this loan. Both of these agreements have a loan covenant related to debt service coverage being at least 1.15 to 1 at September 30, 2015. Leatherstocking Gas was in violation of this covenant and received a waiver from Five Star Bank as of September 30, 2015 that extends to September 30, 2016.

 

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In February 2015, Leatherstocking Gas purchased a 1.5 mile high pressure gas main along with a meter, heater and regulator station for $900,000. This purchase was funded with a new loan agreement with Five Star Bank for $540,000 and investments from the Holding Company and Mirabito Regulated Industries of $180,000 each. Another $100,000 was invested by both companies for total investments of $1,130,000 by each for the year ended September 30, 2015. The new note matures on March 1, 2020 with an interest rate of 4.58%. With this purchase, Leatherstocking Gas began service to a large industrial customer.

 

On October 19, 2015, Leatherstocking Gas and Five Star Bank entered into an agreement which allowed Leatherstocking Gas to borrow up to $500,000 as a line-of-credit note with interest only payments to finance the continued and additional infrastructure cost of the construction project in Northern Pennsylvania. This required an investment of approximately $166,667 from both the Holding Company and Mirabito Regulated Industries. Leatherstocking Pipeline is a guarantor of this loan. The total of $500,000 had been drawn on this note as of December 31, 2015 and the required investment was made in previous quarters.

 

The interests in Leatherstocking Pipeline, which was formed with the same structure and managers as Leatherstocking Gas, are also held by the Holding Company. Leatherstocking Pipeline is an unregulated company whose purpose is to serve one customer in Lawton, Pennsylvania. In the spring and summer of 2012, Leatherstocking Pipeline built and placed in service facilities to serve that customer.

 

The investment and equity in both Leatherstocking companies (collectively, “Joint Ventures”) has been recognized in the consolidated financial statements. The Holding Company has accounted for its equity investment using the equity method of accounting based on the guidelines established in FASB ASC 323. In applying the guidance of FASB ASC 323, the Holding Company recognized the investment in the Joint Ventures as an asset at cost. The investment will fluctuate in future periods based on the Holding Company’s allocable share of earnings or losses from the Joint Ventures which is recognized through earnings.

 

The following table represents the Holding Company’s investment activity in the Joint Ventures for the six months ended March 31, 2016 and March 31, 2015:

 

    2016    2015 
Beginning balance in investment in joint ventures  $2,293,252   $1,280,757 
Investment in joint ventures during six months ended March 31   150,000    730,000 
Income (loss) in joint ventures during six months ended March 31   31,853    (8,695)
Ending balance in joint ventures  $2,475,105   $2,002,062 

 

 

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As of and for the six months ended March 31, 2016, the Joint Ventures had combined assets of $12.4 million, combined liabilities of $7.4 million and combined net income of approximately $64,000. As of and for the six months ended March 31, 2015, the Joint Ventures had combined assets of $10.1 million, combined liabilities of $6.1 million and combined net losses of approximately $17,000.

 

Note 7 – Effective Tax Rate

 

Income tax expense for the six months ended March 31 is as follows:  
  2016 2015
Current $- $-
Deferred 1,228,094 1,375,722
Total $1,228,094 $1,375,722
 
Actual income tax expense differs from the expected tax expense (computed by applying the
federal corporate tax rate of 34%  before income tax expense) as follows:  
   
  2016 2015
Expected federal tax expense $1,245,006 $1,235,806
State tax expense (net of federal) 250,832 248,920
Other, net (267,744) (109,004)
Actual tax expense $1,228,094 $1,375,722

 

On February 3, 2015, the Gas Company was notified that the federal return for the period ended September 30, 2011, will be examined. At this time, the Holding Company and Gas Company do not know of any material financial impact as a result of the audit. The Gas Company was also notified during the quarter ended March 31, 2015 that the Internal Revenue Service had finished their examination of the federal return for the period ended September 30, 2012 with no changes ordered.

 

Note 8 – Pike County Light & Power

 

On October 13, 2015, the Holding Company entered into a Stock Purchase Agreement with Orange and Rockland Utilities, Inc. (“Orange and Rockland”) for the purchase of all of the outstanding capital stock of Pike County Light & Power Company (“Pike County Light & Power”), a Pennsylvania corporation operating as a regulated electric and gas utility serving approximately 5,800 customers in Pike County, Pennsylvania. The purchase price for the stock of Pike County Light & Power is $13.1 million, with a closing date working capital adjustment which will require the Holding Company to pay no more than $3 million for working capital, and assumption of $3.2 million in Pike County Light & Power’s outstanding bonds. In addition, Orange and Rockland has agreed to provide transition assistance pursuant to a Transition Services Agreement, and to continue to supply electric power and gas to Pike County Light and Power pursuant to Electric and Gas Supply Agreements. The Gas and Electric Supply Agreements are each for a term of 36 months, with up to three 12-month renewal terms. Consummation of the acquisition is subject to various conditions including, among others, regulatory filings and approvals. The Stock Purchase Agreement may be terminated by mutual consent of Orange and Rockland and the Holding Company, if a condition to closing becomes incapable of fulfillment, and by either party if closing has not occurred within eighteen months after the date of the Agreement (on or before April 13, 2017).

 

The Holding Company will need additional equity and debt financing to consummate this acquisition. The Holding Company has a commitment letter from M&T to provide, subject to certain conditions, debt financing of up to $12.0 million in a term loan and $2.0 million in a line of credit for a portion of the acquisition costs. The Holding Company filed an S-1 with the Securities and Exchange Commission (“SEC”) to issue approximately $8.0 million in preferred stock to finance the transaction. The SEC approved the S-1 to issue 2,468,961 subscription rights for the purchase of up to 140,000 shares of 6% Series A Cumulative Preferred Stock and up to 360,000 shares of 4.8% Series B Convertible Preferred Stock with a effective date of April 15, 2016 for shareholders of record as of April 14, 2015. These subscription rights will expire on June 20, 2016.

 

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Note 9 – Subsequent Events

 

On April 11, 2016, the Holding Company filed a petition in Case 16-G-0200 with the NYPSC, seeking a declaratory ruling that Public Service Law Section 70(4), which pertains to the acquisition of more than 10 percent of the voting capital stock of a gas corporation, does not apply to the exercise of rights to convert the 4.8% Series B Convertible Preferred Stock (see Note 8) to common stock of the Holding Company, or that, if that section is applicable at all to the Holding Company, there is no need for NYPSC approval under the statute because the relevant subscription rights are to be issued pro-rata to existing shareholders, thereby limiting the potential changes in relative ownership concentration that are the focus of Section 70(4). In the alternative, if the NYPSC determines that the statute applies to the conversion of preferred shares to common shares in the Holding Company, the Holding Company requested that the NYPSC approve such acquisition of common shares by shareholders of the Holding Company whose ownership interests exceed 10 percent of the Holding Company’s stock. The petition is currently pending before the NYPSC.

 

On April 13, 2016, the Gas Company filed a petition in Case 16-00771 with the NYPSC, to defer leak repair and survey costs over and above the amount permitted to be recovered in rates for 2015. In this petition we requested that the incremental cost of $349,547 together with the associated income tax effect, be deferred and recovered in a manner to be established in future rate proceedings. The Company has determined that all criteria to record this regulatory asset as of March 31, 2016 have been met, including that recovery in future rates is probable. Accordingly, we have recognized this deferral as of March 31, 2016. It is anticipated that the length of time the costs will be amortized will be decided as part of the next NYPSC order determining base rates. We have a target date of June 1, 2016 for our next base rate filing. The petition remains pending.

 

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

Corning Natural Gas Holding Corporation (“Holding Company”) was incorporated in New York in July 2013 to serve as a holding company for Corning Natural Gas Corporation (the “Gas Company” or “Corning Gas”) and its dormant subsidiary Corning Natural Gas Appliance Corporation (“Appliance Company”). The Holding Company has 50% ownership interests in our joint ventures Leatherstocking Gas Company, LLC (“Leatherstocking Gas”) and Leatherstocking Pipeline Company, LLC (“Leatherstocking Pipeline”).

 

The Holding Company’s primary business, through its subsidiary Corning Gas, is natural gas distribution. Corning Gas serves approximately 15,000 residential, commercial, industrial and municipal customers in the Corning, Hammondsport and Virgil, New York, areas and two other gas utilities which serve the Elmira and Bath, New York, areas. It is franchised to supply gas service in all of the political subdivisions in which it operates. It also transports and compresses gas for a gas producer from the producer’s gathering network into an interstate pipeline. It is under the jurisdiction of the New York Public Service Commission (“NYPSC”) which oversees and sets rates for New York gas distribution companies. In addition, the Gas Company has contracts with Corning Incorporated and Woodhull Municipal Gas Company, a small local utility, to provide maintenance service on their gas lines. Additionally Leatherstocking Gas distributes gas in Susquehanna and Bradford Counties, Pennsylvania, and has an application pending before the NYPSC for authority to provide gas distribution services in Broome County, New York. Leatherstocking Pipeline, an unregulated company, serves one customer in Lawton, Pennsylvania.

 

The market for natural gas in our traditional service territory is relatively saturated with limited growth potential. However, growth opportunities do exist in extending our mains to areas adjacent or reasonably close to areas we currently serve. In addition, the Gas Company continues to see expansion opportunities in the commercial and industrial markets. Some of our largest customers added additional facilities in our service area that is increasing our revenue and margins. We believe that one of our most promising growth opportunities for both revenues and margins is increasing connection with local gas production sources. We completed a new pipeline to Marcellus Shale gas in Pennsylvania in 2009 and that pipeline is significantly increasing throughput and margins on our system. In 2010, we upgraded portions of Line 4 which runs from Caton to the Bradley Station in Elmira and NYSEG, Line 7 which runs from Caton to the Compressor Station and Line 13, which runs from Stateline Station at the New York/Pennsylvania border to Line 4, to increase our capacity to transport local production gas. We have completed a compressor station that is working in conjunction with our pipeline upgrades to transport gas on our system and into the interstate pipeline system. In addition, the Holding Company has interests in two joint ventures, Leatherstocking Gas and Leatherstocking Pipeline, to transport and provide gas to areas of the northeast currently without gas service. Through Leatherstocking Gas, we are continuing to pursue opportunities to provide natural gas to unserved areas of New York and Pennsylvania.

15
 

 

We continue to focus on improving the efficiency of our operations and making capital investments to improve our infrastructure. Our infrastructure improvement program has concentrated on the replacement of older distribution mains and customer service lines. In fiscal 2015 we replaced 6.9 miles of pipe and 492 services. We have begun work on the systematic replacement of approximately 11 miles of bare steel pipe and over 400 bare steel services for fiscal 2016. We have constructed approximately 5 miles of new pipe to interconnect Line 15 with Arlington Storage in the Town of Bath. Line 15 is a high pressure distribution main that provides gas supply to the Villages of Bath and Hammondsport and the Towns of Urbana and Bath, New York.

 

We believe our key performance indicators are net income, stockholders’ equity and the safety of our system. Net income increased by $282,701 for the three months and $174,687 for the six months ended March 31, 2016 compared to the same periods in fiscal 2015 mainly due to the recognition of the deferral of $349,547 for the increased costs due to our leak repair program in the 2015 calendar year. Because the Holding Company’s principal operations are conducted through Corning Gas, a regulated utility company, stockholders’ equity is an important performance indicator. The NYPSC allows Corning Gas to earn a just and reasonable return on stockholders’ equity as determined under applicable regulations. We believe this does not have a significant effect on our liquidity because even with our rate of return limited, we have sufficient cash collected from our earnings to support operations. Stockholders’ equity is, therefore, a precursor of future earnings potential. For the six months ended March 31, 2016, stockholders’ equity increased from $29,728,432 to $31,706,458. We plan to continue our focus on building stockholders’ equity. Safety and efficiency indicators include leak repair, main and service replacements and customer service metrics. In fiscal year 2016 to date, we have spent approximately $4.0 million on reliability projects and safety-related infrastructure improvements. For the first six months of fiscal 2016 we repaired 199 leaks, replaced 529 bare steel services and replaced 61,027 feet of bare steel main.

 

Key Performance Indicators:

Three Months Ended March 31, Six Months Ended March 31,
  2016 2015 2016 2015
Net Income $1,973,337 $1,690,636 $2,433,689 $2,259,002
Shareholders' equity $31,706,458 $28,134,478 $31,706,458 $28,134,478
Shareholders' equity per weighted average share $12.85 $11.54 $12.86 $11.55

 

 

 

Revenue and Margin

 

The demand for natural gas is directly affected by weather conditions. Significantly warmer than normal weather conditions in our service areas could reduce our earnings and cash flows as a result of lower gas sales. We partially mitigate the risk of warmer winter weather through the weather normalization and revenue decoupling mechanism (“RDM”) clauses in our NYPSC rate tariffs. These clauses allow us to surcharge customers for under recovery of revenue. Neither of these regulatory mechanisms are applicable to larger commercial customers.

 

Utility operating revenues decreased approximately $1.8 million in the three months and approximately $2.8 million in the six months ended March 31, 2016 compared to the same periods last year mainly due to lower gas costs (a pass through expense) and a decrease in volumes sold of 743,722 thousand cubic feet (“mcf”) for the quarter and 1,031,085 mcf for the year-to-date compared to the same period last year, due to warmer weather in the current fiscal year. This represents a drop in volumes sold of 20% for the quarter and 17% for the year-to-date compared to the same periods last year. This volume decrease does not have the same 20% and 17 % decrease on margin because cost of gas is a pass through item and revenue per mcf decreases as the volumes sold increases.

 

16
 

 

The following table summarizes our utility operating revenue:    
         
  Three Months Ended March 31, Six Months Ended March 31,
  2016 2015 2016 2015
Retail revenue:        
Residential $4,738,408 $5,775,035 $7,390,479 $9,115,878
Commercial 773,719 951,768 1,153,966 1,427,911
Transportation 1,456,487 1,552,935 2,477,042 2,650,169
Total retail revenue 6,968,614 8,279,738 11,021,487 13,193,958
         
Wholesale 672,903 981,177 1,114,058 1,605,457
Local production 129,449 230,817 272,402 431,635
Other utility revenues 110,490 172,452 274,040 299,470
Total utility operating revenue $7,881,456 $9,664,184 $12,681,987 $15,530,520
         

 

 

The following tables further summarize other utility revenues on the operating revenue table:

 

 

  Three months ended March 31, Six months ended March 31,
  2016 2015 2016 2015
Other utility revenues:        
Customer discounts forfeited $22,203 $35,837 $37,271 $56,517
Reconnect fees 411 282 1,732 3,118
Other gas revenues (see below) 86,430 134,579 232,082 236,389
Surcharges 1,446 1,754 2,955 3,446
Total other utility revenues $110,490 $172,452 $274,040 $299,470
         
  2016 2015 2016 2015
Other gas revenues:        
Delivery rate adjustment carrying costs $944 $958 $2,112 $3,101
Contract customer reconciliation 91,626 87,739 223,040 218,206
Monthly RDM amortizations (40,107) (29,898) (175,025) (188,260)
Local production revenues 33,967 29,106 66,621 52,601
Capacity release revenues - 46,674 - 46,674
Annual RDM reconciliation - - 115,334 104,067
  $86,430 $134,579 $232,082 $236,389

 

 

Gas purchases are our largest expense. Purchased gas expense decreased approximately $1.6 million for the three months and approximately $2.6 million for the six months ended March 31, 2016, compared to the same periods last year due primarily to lower gas prices on lower volumes purchased for the period. Absolute margin was negatively impacted by much warmer than normal weather for both the quarter and the fiscal year-to-date.

 

Margin (the excess of utility operating revenues over the cost of natural gas purchased) percentage increased 11.28% for the three months and 12.47% for the six months ended March 31, 2016 compared to the same periods last year primarily because of a rate increase approved by the NYPSC in October 2015 and lower gas prices.

 

  Three Months Ended March 31, Six Months Ended March 31,
  2016 2015 2016 2015
Utility operating revenues $7,881,456 $9,664,184 $12,681,987 $15,530,520
Natural gas purchased 2,146,922 3,722,461 3,038,900 5,658,372
    Margin $5,734,534 $5,941,723 $9,643,087 $9,872,148
    Margin % 72.76% 61.48% 76.04% 63.57%

 

 

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Operating and Interest Expenses

 

Operating and maintenance expense decreased $364,187 in the second quarter of fiscal 2016 compared to the same period of fiscal 2015 compared to the same period last year mainly because of recognition of $349,547 in deferral of increased costs due to our leak repair project in March of this fiscal year entered in the second quarter of fiscal 2016 as an offset to maintenance expense. The $349,547 of increased costs were all incurred in calendar year 2015. We have filed a petition with the NYPSC in Case 16-00771 to defer, for later recovery, our incremental costs above those allowed in rates, for the extensive leak repair program we implemented in calendar 2015. Operating and maintenance expense decreased $267,112 for the six months ended March 31, 2016 mainly because the $349,547 deferral offset the $201,258 of increased costs due to the leak repair project in the first quarter of fiscal 2016. In addition there was a decrease in insurance costs of $63,142 and a decrease in pension administration costs of $29,972 for the six months ending March 31, 2016 compared to the same period in fiscal 2015. Depreciation expense increased $5,430 for the quarter and $26, 923 for the six months ended March 31, 2016 because of additional plant and accelerated recovery on certain projects allowed by the NYPSC. Other deductions, net, increased $21,113 in this quarter compared to the same quarter in fiscal 2015 and $68,108 for the six months ended March 31, 2016 compared to last year due mainly to amortizations for property tax resolution with the NYPSC. Interest expense showed a decrease of $13,520 for the quarter compared to the same period last year because of our refinancing efforts. Interest expense increased $10,396 for the six months ended March 31, 2016 mainly due to new short-term debt during fiscal 2016.

 

Net Income

 

Net income increased by $282,701 for the three months and $174,687 for the six months ended March 31, 2016 compared to the same periods in fiscal 2015 mainly due to the recognition of the deferral for the increased costs due to our leak repair program in the current fiscal year. This has been offset by the impact of warm weather on revenue from our large customers during both periods and a decrease in volumes sold.

 

Liquidity and Capital Resources

 

The Holding Company does not have any borrowings at the corporate level and has no access to liquidity except through dividends and distributions from its subsidiaries as well as equity issuances. Its principal liquidity requirements are for investments in the Leatherstocking Joint Ventures to permit those companies to make the capital expenditures required to provide services to their customers and for dividend payments to the Holding Company’s shareholders. The Holding Company has additional cash requirements for the completion of the purchase of Pike County Power & Light Company upon satisfaction of the conditions to closing including regulatory approvals.

 

As of March 31, 2016, the Holding Company had 2,468,961 shares of common stock outstanding. Its board of directors declared a dividend of $.15 per share payable to shareholders of record on March 31, 2016, for which $370,059 was accrued on March 31, 2016, for dividends paid on April 15, 2016. To provide additional liquidity required for the purchase of Pike County Power & Light Company and other liquidity requirements, on December 16, 2015, the Board of Directors of the Holding Company declared a dividend of one subscription right for each share of common stock outstanding as of the record date of April 14, 2016, which was distributed to shareholders on or about April 28, 2016. Each non-transferable subscription right entitles the holder to purchase either: (i) one-eighth share of our 6% Series A Cumulative Preferred Stock, par value $0.01 per share, for $25.00 per share (“Series A Cumulative Stock”), or (ii) one-sixth share of our 4.8% Series B Convertible Preferred Stock, par value $0.01 per share, for $20.75 per share, each of which is convertible in accordance with its terms into one share of common stock, subject to adjustment (“Series B Convertible Stock”; and, together with the Series A Cumulative Stock, the “Preferred Stock”). Each subscription right must be exercised, if at all, prior to June 20, 2016. No fractional shares of Preferred Stock will be issued. The Holding Company cannot predict how many shares, if any of its Series A Cumulative Stock or Series B Convertible Stock will be issued upon exercise of the subscription rights and, accordingly, cannot predict what proceeds will be available. The Holding Company has filed a registration statement with the U.S. Securities and Exchange Commission covering the subscription rights, Preferred Stock and common stock which was declared effective on April 15, 2016. The issuance of preferred shares will also result in additional cash requirements for dividend payments. In addition, under the orders of the NYPSC, the Gas Company’s cost of capital is based on an equity-to-debt ratio of 48%/52%. If additional equity is required for the Gas Company to maintain that ratio when issuing new debt, the Holding Company, as the sole shareholder of the Gas Company, is the only source of such equity, through either equity or debt financings at the Holding Company level. Prior to the formation of the Holding Company in 2013, the Gas Company has financed its own operating , capital and other liquidity requirements through a combination of internally generated cash, short- and long-term debt and equity from sales of its securities. Since then, the Gas Company has relied on internally generated cash and short- and long-term debt.

 

18
 

 

 

The Gas Company’s internally generated cash from operating activities consists of net income, adjusted for non-cash expenses, and changes in operating assets and liabilities. Non-cash items include depreciation and amortization; gain on investment and deferred income taxes. Over or under-recovered gas costs significantly impact cash flow. In addition, there are significant year-to-year changes in regulatory assets that impact cash flow. The Gas Company’s cash flow is seasonal. Cash expenditures are the highest in the summer and fall months when we refill gas storage and conduct our construction programs. Our cash receipts are highest during the heating season.

 

On July 15, 2015, the Gas Company, the staff of the NYPSC, and other parties to the Gas Company’s most recent NYPSC rate proceeding (Case 11-G-0280) filed, and the NYPSC, on October 19, 2015, approved, the Extension Joint Proposal described below under “Regulatory Matters”. Except as modified by the Extension Joint Proposal, the terms of the 2012 Joint Proposal continue in effect and the delivery rates established by the 2012 Joint Proposal continue in effect through April 30, 2017. Changes to the earnings sharing mechanism, as well as the impact of the Safety and Reliability Charge, which permits the Gas Company to collect additional revenues to cover system improvements, are described under “Regulatory Matters.” 

 

Capital expenditures are the principal use of internally generated cash flow. The 2012 and 2015 rate orders by the NYPSC are premised on estimated capital expenditures to upgrade our distribution system of approximately $5.0 million in 2016 and 2017.  To fund capital expenditures, the Gas Company needs to draw on both operating cash and new debt and/or equity. In fiscal year 2016 to date, the Gas Company has spent approximately $4.0 million on projects and safety-related infrastructure improvements. This, in conjunction with our growth projects, creates liquidity pressure on the Gas Company. We anticipate that our aggressive capital construction program will continue to require the Gas Company to raise new debt and/or equity.

 

Cash flows from financing activities of the Gas Company consist of repayment of long-term debt, new long-term borrowing, borrowings and repayments under our lines-of-credit, quarterly dividends paid and equity issuances. For the Gas Company’s operations, it has an $8.0 million revolving line of credit with M&T Bank. Interest is a variable rate determined by the Gas Company’s funded debt to EBITDA ratio calculated ninety days after the end of each quarter added to the daily LIBOR rate with no additional collateral or covenants beyond those included in the M&T Bank term notes. See Note 3 above for further information. The amount outstanding under this line on March 31, 2016 was approximately $4.6 million with an interest rate of 2.4375%. The Gas Company was in compliance with all of its loan covenants as of March 31, 2016.

 

As a result refinancing activities, the Company increased cash flow by approximately $2.7 million for the six months ended March 31, 2016. The ratio of current assets to current liabilities also improved to 75% from 37% for the same period.

 

The Gas Company had approximately $21.7 million in long term debt outstanding including current year installments as of March 31, 2016. The Gas Company repaid $752,787 in the first six months of fiscal 2016 consistent with the requirements of our debt instruments.

 

During this quarter, we mainly withdrew gas from storage and as of March 31, 2016, had a balance of $538,032 worth of gas in storage. During the next quarter, the Gas Company will also be injecting gas into storage to have sufficient gas to supply customers for the next winter season.

 

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The Gas Company’s ability to incur long-term debt (i.e., debt with a term longer than 12 months) is subject to regulation by the NYPSC. Under a Financing Order (described in more detail below under “Regulatory Matters”), the Gas Company was authorized to issue a total of $28.4 million of long-term debt by December 31, 2017, consisting of $15.3 million of refinanced existing long-term debt and $13.1 million of existing short-term and new long-term debt. On January 27, 2016, the Gas Company entered into two long-term notes with M&T Bank to refinance existing long- and short-term debt. The first, a $17.4 million six- year note, refinances $15.3 million and $2.1 million in long- and short-term debt, respectively. The second, a $4.2 million five-year note, refinances short-term debt in that amount. Each of these long-term notes requires payment of interest only during the first 12 months. See Note 3 above for further information.

 

The Gas Company may incur short-term debt without separate NYPSC approval, so long as such debt is consistent with its overall financing plan. On January 27, 2016, the Gas Company also entered into an agreement with M&T Bank for a revolving line of credit of $8.0 million. The amount outstanding under this line at March 31, 2016 was approximately $4.6 million with and interest rate of 2.4375%.

 

Each of the M&T Bank loans bears interest at a variable rate determined by the Gas Company’s funded debt to EBITDA (earnings before interest, income taxes, depreciation and amortization) ratio calculated ninety days after the end of each quarter added to the daily LIBOR rate. Until the first rate adjustment on March 31, 2016, the LIBOR rate was 2.4375%. The Gas Company drew substantially all of the line of credit on January 27, 2016 to repay the previous line of Credit with Community Bank. The Gas Company relies heavily on its line of credit to finance the purchase of gas that is placed in storage.

 

As of March 31, 2016, we believe that cash flow from operating activities and borrowings under our lines of credit will not be sufficient to satisfy our working capital and debt service requirements over the next twelve months. We believe new debt and proceeds from equity will be required to satisfy our capital expenditures to finance our internal growth needs for the next twelve months. In addition, we will need approximately $19 million of additional debt and equity to complete our purchase of Pike County Light & Power Company.

 

Off Balance Sheet Arrangements

 

We have no off balance sheet arrangements.

Regulatory Matters

 

Holding Company

 

On April 11, 2016, the Holding Company filed a petition in Case 16-G-0200 with the NYPSC, seeking a declaratory ruling that Public Service Law Section 70(4), which pertains to the acquisition of more than 10 percent of the voting capital stock of a gas corporation, does not apply to the exercise of rights to convert the 4.8% Series B Convertible Preferred Stock (see Note 8) to common stock of the Holding Company, or that, if that section is applicable at all to the Holding Company, there is no need for NYPSC approval under the statute because the relevant subscription rights are to be issued pro-rata to existing shareholders, thereby limiting the potential changes in relative ownership concentration that are the focus of Section 70(4). In the alternative, if the NYPSC determines that the statute applies to the conversion of preferred shares to common shares in the Holding Company, the Holding Company requested that the NYPSC approve such acquisition of common shares by shareholders of the Holding Company whose ownership interests exceed 10 percent of the Holding Company’s stock. The petition is currently pending before the NYPSC.

 

The Holding Company’s primary business, through its subsidiary Corning Gas, is regulated by the NYPSC among other agencies.

 

Gas Company

 

On May 24, 2011, the Gas Company filed Case 11-G-0280, a base rate case that requested an increase in revenues for a three year period ending April 30, 2015. On April 20, 2012, the NYPSC issued a final order in the case accepting a January 13, 2012 Joint Proposal (the “2012 Joint Proposal”) of the parties to the case, including the Gas Company and the NYPSC Staff, to resolve all issues in the rate case, with rates effective May 1, 2012 and subject to adjustment during the three year period ending April 30, 2015.

 

On January 8, 2015, the Gas Company filed with the NYPSC a notice of impending settlement negotiations in Case 11-G- 0280, identifying the issues expected to be addressed in those negotiations, principally a possible extension of the 2012 Joint Proposal, and noting the measures necessary to effect such an extension. On July 15, 2015, the Company, NYPSC Staff and the other parties to Case 11-G-0280 filed a Joint Proposal for Extension of Gas Rate Plan (“Extension Joint Proposal”). This Extension Joint Proposal settled all contested issues among the parties pertaining to an extension, with modifications, of the original 2012 Joint Proposal’s three year Gas Rate Plan. Except as modified by the Extension Joint Proposal, the terms of the 2012 Joint Proposal continue in effect and the delivery rates established by the 2012 Joint Proposal continue in effect through April 30, 2017. The Extension Joint Proposal provides for the Gas Company to establish a “Safety and Reliability” customer surcharge on its customers to recover certain carrying costs on approved infrastructure improvements for the period of the extension. The Extension Joint Proposal also resolves a property tax issue and requires the Gas Company to return to customers a “Gas System Benefit Charge” over collection (a regulatory liability of the Gas Company) over a three year period. In addition, the Extension Joint Proposal reduces the 2012 Joint Proposal’s Return on Equity (“ROE”) threshold for the commencement of sharing by customers of excess earnings, from 9.5% to 9.0%, thereby increasing the opportunity for customer sharing at various ROE levels above that threshold. On October 19, 2015, the NYPSC adopted the terms of the Extension Joint Proposal, including the Safety and Reliability Charge which permits the Gas Company to collect approximately $466,000 in the first twelve months (May 1, 2015 through April 30, 2016), and approximately $575,000 in the second twelve months (May 1, 2016 through April 30, 2017), of the extended Gas Rate Plan, for a total of approximately $1,041,000. Due to the timing of the NYPSC order adopting the Extension Joint Proposal, the collection period was condensed and started November 1, 2015; it will end April 30, 2017. The return of the Gas System Benefit Charge over-collection and elimination of its prospective collection (a regulatory liability) partially offset the collections on the Safety and Reliability Charge, resulting in a total cash flow increase expected over the two year term of the Extension Joint Proposal of approximately $426,000.

 

On February 8, 2012, the Gas Company filed a petition in Case 12-G-0049 requesting authorization to issue $12,625,000 in debt and $12,625,000 in equity to support the utility infrastructure and growth programs ($20,950,000), Leatherstocking Gas ($1,800,000) and non-utility investments ($2,500,000). As a result of discussions with the NYPSC Staff, the Gas Company requested that the petition be bifurcated and that the NYPSC immediately review and approve that portion of the petition’s funding request pertaining to the Gas Company’s gas distribution system. On May 17, 2012, the NYPSC acted on the petition. The Gas Company was authorized to issue long term debt up to $9,000,000 and authorized to issue common stock, convertible preferred stock and stock warrants up to $9,000,000, no later than December 31, 2016.

 

During the preparation of a new debt financing petition filed with the NYPSC in Case 15-G-0460, the Gas Company discovered that it had inadvertently not filed notice to the NYPSC of issuance of debt on August 13, 2013 and September 3, 2013 in the amounts of $750,000 and $2,329,223, respectively. The amount issued under Commission Order in Case 12-G-0049 totaled $10,440,223, exceeding the $9,000,000 authorized in that Order by $1,440,223. On August 3, 2015, the Company notified the NYPSC of the two additional loan issuances.

 

The Company, on August 6, 2015, filed its petition in Case 15-G-0460 seeking authority to issue $34,768,837 in long term debt to fund its capital expenditures for the period 2015-2021. The amount requested in the petition reflected the deduction of $1,440,223, the amount by which previous issuances had exceeded the authorized amount. On January 21, 2016, in Case 15-G-0460, the NYPSC authorized the Gas Company to issue by December 31, 2017, a total of $28.4 million of long-term debt to cover refinancing of existing long- and short-term debt and issuance of new long term debt. That authorization included refinancing of $15.3 million of existing long-term debt and $13.1 million in new long-term debt. The latter amount includes refinancing of existing short-term debt and financing of new capital expenditures and sinking fund payments. The $17.4 million consolidated loan and separate $4.2 million loan with M&T Bank, as described in “Liquidity and Capital Resources,” were entered into on January 27, 2016 pursuant to the NYPSC Financing Order. In its January 21, 2016 order, the NYPSC limited the authorization of new long-term debt to the amount required to address financing needs through 2017 and the Gas Company, before filing a financing petition to address needs beyond 2017, would be required to consult with the NYPSC Staff. For the refinancing of existing debt, the NYPSC’s authorization was granted on the condition that the Gas Company demonstrates savings on a net present value basis or provides proof of other benefits prior to each financing.

 

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Work has begun on a Gas Company rate base filing. It has been five years since our last rate base filings. We have a target of June 1, 2016 for this filing.

 

On April 13, 2016, the Gas Company filed a petition in Case 16-00771 with the NYPSC, to defer leak repair and survey costs over and above the amounts permitted to be recovered in rates for 2015. In this petition we requested that the incremental cost of $349,547 together with the associated income tax effect, be deferred and recovered in a manner to be established in future rate proceedings. The company has recognized this deferral in the quarter ended March 31, 2016. It is anticipated that the length of time these costs will amortized will be decided as part of the next NYPSC case determining base rates.

 

Leatherstocking Gas

 

On February 20, 2015, Leatherstocking Gas, pursuant to Section 68 of the Public Service Law, filed with the NYPSC in Case 15-G-0128 for a Certificate of Public Convenience and Necessity and for approval of, and permission to exercise, franchises previously granted in the Town of Windsor (Case 15-G-0098) and Village of Windsor (Case 15-G-0099). The Commission review of the applications is pending.

 

On February 27, 2015, Leatherstocking Gas, pursuant to Public Service Law Section 69, filed with the NYPSC for authority to issue long term indebtedness in the principal amount of $2,750,000 for the purpose of financing new construction in the Town and Village of Windsor. The Commission review of the application in Case 15-G-0128 is pending.

 

On June 3, 2015, Leatherstocking Gas filed a petition with the Pennsylvania Public Utility Commission (“PAPUC”) requesting authorization to issue a commercial promissory note in the amount of $5,668,963. On July 8, 2015, the PAPUC issued an order in Docket No. S-2015-2486104 approving the petition.

 

Critical Accounting Policies

 

Our significant accounting policies are described in the notes to the Consolidated Financial Statements in the Holding Company’s Form 10-K for the year ended September 30, 2015, filed on December 23, 2015. It is important to understand that the application of generally accepted accounting principles involves certain assumptions, judgments and estimates that affect reported amounts of assets, liabilities, revenues and expenses. Thus, the application of these principles can produce varying results from company to company. The most significant principles that impact us are discussed below.

 

Accounting for Utility Revenue and Cost of Gas Recognition

 

We record revenues from residential and commercial customers based on meters read on a cycle basis throughout each month, while certain large industrial and utility customers’ meters are read at the end of each month. We do not accrue revenue for gas delivered but not yet billed. We do not currently anticipate adopting unbilled revenue recognition and we do not believe it would have a material impact on our financial results. Our tariffs contain mechanisms that provide for the recovery of the cost of gas applicable to firm customers, which includes estimates. Under these mechanisms, we periodically adjust our rates to reflect increases and decreases in the cost of gas. Annually, we reconcile the difference between the total gas costs collected from customers and the cost of gas. We defer any excess or deficiency and subsequently either recover it from, or refund it to, customers over the following twelve-month period. To the extent estimates are inaccurate a regulatory asset on the balance sheet is increased or decreased.

 

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Accounting for Regulated Operations - Regulatory Assets and Liabilities

 

All of the Gas Company’s business is subject to regulation by the NYPSC. We record the results of our regulated activities in accordance with FASB ASC 980, which results in differences in the application of generally accepted accounting principles between regulated and non-regulated businesses. FASB ASC 980 requires the recording of regulatory assets and liabilities for certain transactions that would have been treated as revenue and expense in non-regulated businesses. In certain circumstances, FASB ASC 980 allows entities whose rates are determined by third-party regulators to defer costs as "regulatory" assets in the balance sheet to the extent that the entity expects to recover these costs in future rates. Management believes that currently available facts support the continued application of FASB ASC 980 and that all regulatory assets and liabilities are recoverable or refundable through the regulatory environment.

 

In fiscal year 2015, the Gas Company determined that it met the criteria to record the minimum pension liability as a regulatory asset in accordance with ASC 980-715-25-5. Adjustments to other comprehensive Income (“OCI”) and regulatory assets were recorded in the prior year in accordance with ASC 980-715-25-8, because the criteria established was determined to be met in the prior period. Factors considered include consistent recovery of the pension costs on an accrual basis historically and in the current rate case, no indication of expected changes to recovery, and the existence of a reconciliation process to track the recovery of these costs. For these reasons management determined the Gas Company meets the criteria as set forth in ASC 980-725-25-5.

 

Accounting for Income Taxes

 

The Holding Company uses the asset and liability method to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Holding Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. In addition, such deferred tax assets and liabilities will be adjusted for the effects of enacted changes in tax laws and rates. Additionally, as discussed in Note 1, we early adopted accounting guidance related to recording deferred tax assets and liabilities as long-term as of March 31, 2016 and retrospectively applied it to the year ended September 30, 2015.

 

Accounting for the Compressor Station

 

The Gas Company bought an $11 million compressor station and $2.1 million pipeline from a local producer for two dollars in fiscal 2011. Although the Company has effectively new plant with an original cost of $13.1 million, only two dollars was recognized on the Balance Sheet in accordance with the Uniform System of Accounts (313.2) which states that in the case of gas plant contributed to the utility, gas plant accounts shall be charged only with such expenses, if any, incurred by the utility.

 

Accounting for the Joint Ventures

 

The investment and equity in Leatherstocking Gas and Leatherstocking Pipeline (collectively, “Joint Ventures”) has been recognized in the consolidated financial statements. The Holding Company has accounted for its equity investment using the equity method of accounting based on the guidelines established in FASB ASC 323. In applying the guidance of FASB ASC 323, the Holding Company recognized the investment in the Joint Ventures as an asset at cost. The investment will fluctuate in future periods based on the Holding Company’s allocable share of earnings or losses from the Joint Ventures which is recognized through earnings.

 

Pension and Post-Retirement Benefits

 

The amounts reported in our financial statements related to pension and other post-retirement benefits are determined on an actuarial basis; therefore, certain assumptions are required to calculate those amounts. These assumptions include the discount rate, the expected return on plan assets, the rate of compensation increase and, for other post-retirement benefits, the expected annual rate of increase in per capita cost of covered medical and prescription benefits. Changes in actuarial assumptions and actuarial experience could have a material impact on the amount of pension and post-retirement benefit costs and funding requirements. However, the Gas Company expects to recover our entire net periodic pension and other post-retirement benefit costs attributed to employees in accordance with the applicable NYPSC authorization. The Gas Company's pension expense for financial reporting purposes is the amount approved by the NYPSC on April 20, 2012 in the Gas Company's last base rate case (Case 11-G-0280). That amount is $970,000 for the period beginning May 1, 2012. The Company on a monthly basis (1/12 of the annual amount) accrues the amount determined by the latest actuarial estimate of its FASB ASC 715 liability. The Gas Company then compares the FASB ASC 715 amount to the monthly pension allowance approved by the NYPSC. The difference is recorded to expense (plus or minus) in order to match the pension expense included in base delivery rates by order of the NYPSC in Case 11-G-0280. The amount (plus or minus) required to match the pension expense allowed by the NYPSC is recorded as either a regulatory asset or liability and is deferred for subsequent rate consideration. The treatment of pension and other post-retirement benefits described in this paragraph was approved by the NYPSC in the April 20, 2012 order and continues under the NYPSC’s order issued October 19, 2015, also in Case 11-G-0280.

 

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Cautionary Statement Regarding Forward-Looking Statements

 

This report contains statements which, to the extent they are not recitations of historical facts, constitute "forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995 (Reform Act). The words "estimate", "project", "anticipate", "expect", "intend", "believe", "could" and similar expressions are intended to identify forward-looking statements. All such forward-looking statements are intended to be subject to the safe harbor protection provided by the Reform Act. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. As forward looking statements, these statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the expected results. Accordingly, actual results may differ materially from those expressed in any forward looking statements. Factors that could cause results to differ materially from our management's expectations include, but are not limited to, those listed under Item 1A - "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended September 30, 2015, and in our Prospectus, dated April 15, 2016, forming a portion of our Registration Statement on Form S-1 (File No. 333-208943), filed with the Securities and Exchange Commission on April 25, 2016, in addition to:

 

* our ability to successfully negotiate new supply agreements for natural gas as they expire, on terms favorable to us, or at all,
* the effect on our operations of any action by the NYPSC, with respect to Corning Gas or PAPUC, with respect to our joint venture interest in Leatherstocking Gas,
* the effect of any litigation,
* the effect on our operations of unexpected changes in any other applicable legal or regulatory requirements,
* the amount of natural gas produced and directed through our pipeline by producers,
* our ability to obtain additional equity or debt financing to fund our capital expenditure plans and for general corporate purposes,
* our successful completion of various capital projects and the use of pipelines, compressor stations and storage by customers and counterparties at levels consistent with our expectations,
* our successful completion of the acquisition of Pike County Light & Power and the integration of the acquired business into our current operations,
* our ability to retain the services of our senior executives and other key employees,
* our  vulnerability to adverse economic and industry conditions generally and particularly the effect of those conditions on our major customers,
* the effect of any leaks in our transportation and delivery pipelines, and
* competition to our gas transportation business from other pipelines.

 

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement in light of new information or future events.

 

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Item 4 - Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

As of March 31, 2016, the Holding Company’s management, with the participation of the Holding Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of the Holding Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon the Holding Company’s evaluation, the Holding Company’s principal executive officer and principal financial officer each concluded that the Holding Company’s disclosure controls and procedures are effective as of March 31, 2016.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that was conducted during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.

 

OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

The Gas Company has lawsuits pending of the type incurred in the normal course of business. The Holding Company and the Gas Company believe that any potential losses should be covered by insurance, subject to deductibles, and will not have a material adverse impact on the Holding Company, the Gas Company or their operations or financial condition.

 

Item 1A. Risk Factors.

 

Please refer to risk factors listed under Item 1A – “Risk Factors” of the Holding Company’s Form 10-K for the fiscal year ended September 30, 2015, and in our Prospectus, dated April 15, 2016, forming a portion of our Registration Statement on Form S-1 (File No. 333-208943), filed with the Securities and Exchange Commission on April 25, 2016, for disclosure relating to certain risk factors applicable to the Gas Company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None

 

Item 3. Defaults Upon Senior Securities.

None

 

Item 4. Mine Safety Disclosures

 

Not applicable

 

Item 5. Other Information.

 

None

 

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Item 6. Exhibits

 

  3.1 The Holding Company's Certificate of Amendment of the Certificate of Incorporation,
    (included as Exhibit 3.1 of Registrant's Current Report on Form 8-K, filed with the Securities and
    Exchange Commission ("SEC") on February 9, 2016)
  10.1 Credit Agreement between the Gas Company and M&T Bank dated January 27, 2016 (incorporated by
    reference to Exhibit 10.1 of Registrant's Current Report on Form 8-K filed with the SEC on
    February 2, 2016 ("February 2, 2016 8-K")
  10.2 Term Note between the Gas Company and M&T Bank, dated January 27, 2016, in the principal amount  
    of $17,400,000 (incorporated by reference to Exhibit 10.2 of the February 2, 2016 8-K)
  10.3 LIBOR Rate Rider to $17,400,000 Term Note (incorporated by reference to Exhibit 10.3 of the
    February 2, 2016 8-K)
  10.4 Daily Adjusting Revolving Line Note between the Gas Company and M&T Bank, dated January 27, 2016,
    (incorporated by reference to Exhibit 10.4 of the February 2, 2016 8-K)
  10.5 Multiple Disbursement Term Note from the Gas Company to M&T Bank in maximum principal amount
    of $4,200,000 dated January 27, 2016, (incorporated by reference to Exhibit 10.5 of the February 2,
    2016 8-K)
  10.6 LIBOR Rate Rider to $4,200,000 Multiple Disbursement Term Note (incorporated by reference to
    Exhibit 10.6 of the February 2, 2016 8-K)
  10.7 General Security Agreement between the Gas Company and M&T Bank, dated January 27, 2016,
    (incorporated by reference to Exhibit 10.7 of the February 2, 2016 8-K)
  31.1* Certification of the Chief Executive Officer and President pursuant to 17 CFR Section 240.13a-14
  31.2* Certification of the Chief Financial Officer and Treasurer pursuant to 17 CFR Section 240.13a-14
  32.1** Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  101** The following materials from the Corning Natural Gas Holding Corporation Quarterly Report on Form
    10Q for the period ended March 31, 2016, formatted in XBRL (eXtensible Business Reporting Language):
    (i)     the Consolidated Balance Sheets at March 31, 2016  and September 30, 2014,
    (ii)    the Consolidated Statements of Income and Comprehensive Income for the six months
             ended March 31, 2016  and March 31, 2015.
    (iii)  the Consolidated Statements of Cash Flows for the six months ended March 31, 2016
             and March 31, 2015, and
    (iv)   related notes to the Condensed Consolidated Financial Statements
     
* Filed herewith
** Furnished herewith

 

 

 

SIGNATURES

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.

CORNING NATURAL GAS HOLDING CORPORATION

Date: May 16, 2016

By: /s/ Michael I. German

 
 

Michael I. German, Chief Executive Officer and President

 

(Principal Executive Officer)

   
Date: May 16, 2016 By: /s/ Firouzeh Sarhangi
  Firouzeh Sarhangi, Chief Financial Officer and Treasurer
  (Principal Financial and Accounting Officer)