NEW JERSEY RESOURCES CORP
For the period ended Sep 30, 2024. Filed Nov 26, 2024.
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FY2024 · Filed Nov 26, 2024
Contents
Commitments and Contingent Liabilities
Manufactured Gas Plant Remediation
NJNG is responsible for the remedial cleanup of certain former MGP sites, dating back to gas operations in the late 1800s and early 1900s, which contain contaminated residues from former gas manufacturing operations. NJNG is currently involved in administrative proceedings with the NJDEP, and is participating in various studies and investigations by outside consultants, to determine the nature and extent of any such contaminated residues and to develop appropriate programs of remedial action, where warranted, under NJDEP regulations.
NJNG periodically, and at least annually, performs an environmental review of former MGP sites located in Atlantic Highlands, Berkeley, Long Branch, Manchester, Toms River, Freehold and Aberdeen, New Jersey, including a review of potential liability for investigation and remedial action. NJNG estimated at the time of the most recent review that total future expenditures at the former MGP sites for which it is responsible, including potential liabilities for natural resource damages that might be brought by the NJDEP for alleged injury to groundwater or other natural resources concerning these sites, will range from approximately $130.9 M to $194.6 M. NJNG’s estimate of these liabilities is based upon known facts, existing technology and enacted laws and regulations in place when the review was completed. Where it is probable that costs will be incurred, and the information is sufficient to establish a range of possible liability, NJNG accrues the most likely amount in the range. If no point within the range is more likely than the other, it is NJNG’s policy to accrue the lower end of the range. Accordingly, as of September 30, 2024, NJNG recorded a MGP remediation liability and a corresponding regulatory asset of approximately $161.7 M on the Consolidated Balance Sheets based on the most likely amount. The actual costs to be incurred by NJNG are dependent upon several factors, including final determination of remedial action, changing technologies and governmental regulations, the ultimate ability of other responsible parties to pay and insurance recoveries, if any.
NJNG recovers its remediation expenditures, including carrying costs, over rolling seven-year periods pursuant to a RAC approved by the BPU. As of September 30, 2024, $77.5 M of previously incurred remediation costs, net of recoveries from customers and insurance proceeds, are included in regulatory assets on the Consolidated Balance Sheets. NJNG will continue to seek recovery of MGP-related costs through the RAC. If any future regulatory position indicates that the recovery of such costs is not probable, the related non-recoverable costs would be charged to income in the period of such determination.
General
The Company is involved, and from time to time in the future may be involved, in a number of pending and threatened judicial, regulatory and arbitration proceedings relating to matters that arise in the ordinary course of business. In view of the inherent difficulty of predicting the outcome of litigation matters, particularly when such matters are in their early stages or where the claimants seek indeterminate damages, the Company cannot state with confidence what the eventual outcome of the pending litigation will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines or penalties related to each pending matter will be, if any. In accordance with applicable accounting guidance, the Company establishes accruals for litigation for those matters that present loss contingencies as to which it is both probable that a loss will be incurred and the amount of such loss can be reasonably estimated. The Company also discloses contingent matters for which there is a reasonable possibility of a loss. Based upon currently available information, the Company believes that the results of litigation that are currently pending, taken together, will not have a materially adverse effect on the Company’s financial condition, results of operations or cash flows. The actual results of resolving the pending litigation matters may be substantially different than the amounts accrued.
The foregoing statements about the Company’s litigation are based upon the Company’s judgments, assumptions and estimates and are necessarily subjective and uncertain. The Company has a number of threatened and pending litigation matters at various stages.
- REPORTING SEGMENT AND OTHER OPERATIONS DATA
The Company organizes its businesses based on a combination of factors, including its products and its regulatory environment. As a result, the Company manages its businesses through the following reporting segments and other business operations: NJNG consists of regulated energy and off-system, capacity and storage management operations; CEV consists of capital investments in clean energy projects; ES consists of unregulated wholesale and retail energy operations; S&T consists of the Company’s investments in natural gas transportation and storage facilities; the HSO business operations consist of heating, cooling and water appliance sales, installations and services, other investments and general corporate activities.
Information related to the Company’s various reporting segments and other business operations, as of September 30, is detailed below:
| Segments | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Thousands) · NJNG · CEV · ES · S&T · Subtotal · HSO · Elims · Total | |||||||||
| Operating revenues | |||||||||
| External customers | $1,018,482 | 130,563 | 490,266 | (1) | 94,851 | $1,734,162 | 62,377 | — | $1,796,539 |
| Intercompany | $1,350 | — | (4,875) | 1,358 | $(2,167) | 258 | 1,909 | $— | |
| Depreciation and amortization | $112,492 | 27,869 | 205 | (2) | 24,900 | $165,466 | 1,101 | — | $166,567 |
| Interest income (3) | $2,448 | — | 452 | 10,172 | $13,072 | 1,423 | (5,826) | $8,669 | |
| Interest expense, net of capitalized interest | $62,288 | 28,545 | 15,233 | 23,441 | $129,507 | 768 | — | $130,275 | |
| Income tax provision | $31,793 | 11,406 | 33,331 | 4,551 | $81,081 | 2,666 | 1,159 | $84,906 | |
| Equity in earnings of affiliates | $— | — | — | 2,816 | $2,816 | — | 2,483 | $5,299 | |
| Net financial earnings | $133,400 | 33,662 | 111,515 | 12,229 | $290,806 | 26 | (4) | $290,828 | |
| Capital expenditures | $419,453 | 104,287 | — | 45,338 | $569,078 | 2,241 | — | $571,319 | |
| Operating revenues | |||||||||
| External customers | $1,011,284 | 124,131 | 681,446 | (1) | 88,700 | $1,905,561 | 57,433 | — | $1,962,994 |
| Intercompany | $1,349 | — | 10,170 | 4,159 | $15,678 | 205 | (15,883) | $— | |
| Depreciation and amortization | $102,326 | 25,320 | 221 | (2) | 24,185 | $152,052 | 889 | — | $152,941 |
| Interest income (3) | $1,713 | — | 1,119 | 6,957 | $9,789 | 2,977 | (3,847) | $8,919 | |
| Interest expense, net of capitalized interest | $56,595 | 28,569 | 11,400 | 25,803 | $122,367 | 647 | — | $123,014 | |
| Income tax provision (benefit) | $33,065 | (7,683) | 24,343 | 3,444 | $53,169 | (1,477) | (2,417) | $49,275 | |
| Equity in earnings of affiliates | $— | — | — | 3,126 | $3,126 | — | 804 | $3,930 | |
| Net financial earnings | $131,414 | 44,458 | 68,517 | 12,835 | $257,224 | 4,758 | (155) | $261,827 | |
| Capital expenditures | $390,394 | 107,303 | — | 40,916 | $538,613 | 2,306 | — | $540,919 | |
| Operating revenues | |||||||||
| External customers | $1,127,417 | 128,280 | 1,529,178 | (1) | 65,286 | $2,850,161 | 55,818 | — | $2,905,979 |
| Intercompany | $1,350 | — | 94 | 2,449 | $3,893 | 364 | (4,257) | $— | |
| Depreciation and amortization | $94,579 | 21,396 | 148 | (2) | 12,302 | $128,425 | 824 | — | $129,249 |
| Interest income (3) | $895 | — | 16 | 2,110 | $3,021 | 944 | (1,249) | $2,716 | |
| Interest expense, net of capitalized interest | $46,394 | 21,968 | 4,725 | 12,097 | $85,184 | 646 | — | $85,830 | |
| Income tax provision | $40,141 | 11,361 | 21,776 | 1,879 | $75,157 | 1,059 | (21) | $76,195 | |
| Equity in loss of affiliates | $— | — | — | 9,865 | $9,865 | — | (1,688) | $8,177 | |
| Net financial earnings | $140,124 | 39,403 | 39,121 | 22,454 | $241,102 | (781) | — | $240,321 | |
| Capital expenditures | $298,374 | 146,676 | — | 151,988 | $597,038 | 1,390 | — | $598,428 | |
| Return of capital from equity investees | $— | — | — | (5,479) | $(5,479) | — | — | $(5,479) | |
(1)Includes sales to Canada for ES, which were $8.4 M and $2.4 M during the fiscal years ended September 30, 2023 and 2022, respectively. There wereno sales to Canada for ES during the fiscal year ended September 30, 2024.
(2)The amortization of acquired wholesale energy contracts is excluded above and is included in natural gas purchases - nonutility on the Consolidated Statements of Operations.
(3)Included in other income, net on the Consolidated Statements of Operations.
The Company’s assets at end of period for the various reporting segments and other business operations, as of September 30, are detailed below:
| Segments · Intercompany | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Thousands) | NJNG | CEV | ES | S&T | Subtotal | HSO | Assets (1) | Total |
| 2024 | $4,789,835 | 1,157,573 | 108,710 | 1,025,457 | $7,081,575 | 159,444 | (259,374) | $6,981,645 |
| 2023 | $4,414,829 | 1,128,577 | 123,775 | 1,011,959 | $6,679,140 | 171,275 | (312,919) | $6,537,496 |
| 2022 | $4,030,686 | 1,015,065 | 333,064 | 999,520 | $6,378,335 | 159,068 | (275,987) | $6,261,416 |
(1)Consists of transactions between subsidiaries that are eliminated and reclassified in consolidation.
The CEO, who uses NFE as a measure of profit or loss in measuring the results of the Company’s reporting segments and other business operations, is the chief operating decision maker of the Company. A reconciliation of consolidated NFE to consolidated net income, as of September 30, is as follows:
| (Thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Net financial earnings | $290,828 | $261,827 | $240,321 |
| Less: | |||
| Unrealized loss (gain) on derivative instruments and related transactions | 19,574 | (38,081) | (59,906) |
| Tax effect | (4,652) | 9,050 | 14,248 |
| Effects of economic hedging related to natural gas inventory | (18,192) | 34,699 | 19,939 |
| Tax effect | 4,323 | (8,246) | (4,738) |
| Gain on equity method investment | — | (300) | (5,521) |
| Tax effect | — | (19) | 1,377 |
| Net income | $289,775 | $264,724 | $274,922 |
The Company uses derivative instruments as economic hedges of purchases and sales of physical natural gas inventory. For GAAP purposes, these derivatives are recorded at fair value and related changes in fair value are included in reported earnings. Revenues and cost of natural gas related to physical natural gas flow are recognized when the natural gas is delivered to customers. Consequently, there is a mismatch in the timing of earnings recognition between the economic hedges and physical natural gas flows. Timing differences occur in two ways:
unrealized gains and losses on derivatives are recognized in reported earnings in periods prior to physical natural gas inventory flows; and
unrealized gains and losses of prior periods are reclassified as realized gains and losses when derivatives are settled in the same period as physical natural gas inventory movements occur.
NFE is a measure of the earnings based on eliminating these timing differences, to effectively match the earnings effects of the economic hedges with the physical sale of natural gas, SRECs and foreign currency contracts. Consequently, to reconcile between net income and NFE, current-period unrealized gains and losses on the derivatives are excluded from NFE as a reconciling item. Realized derivative gains and losses are also included in current-period net income. However, NFE includes only realized gains and losses related to natural gas sold out of inventory, effectively matching the full earnings effects of the derivatives with realized margins on physical natural gas flows. NFE also excludes certain transactions associated with equity method investments, including impairment charges, which are non-cash charges, and return of capital in excess of the carrying value of our investment. These are considered unusual in nature and occur infrequently such that they are not indicative of the Company’s performance for its ongoing operations. Included in the tax effects are current and deferred income tax expense corresponding with the components of NFE.
- RELATED PARTY TRANSACTIONS
In April 2020, NJNG entered into afive-year agreement for 3 Bcf of firm storage capacity with Steckman Ridge, which expires on March 31, 2025. Under the terms of the agreement, NJNG incurs demand fees, at market rates, of approximately $9.3 M annually, a portion of which is eliminated in consolidation. These fees are recoverable through NJNG’s BGSS mechanism and are included as a component of regulatory assets.
ES may periodically enter into storage or park and loan agreements with its affiliated FERC-jurisdictional natural gas storage facility, Steckman Ridge. As of September 30, 2024, ES entered into transactions with Steckman Ridge for varying terms, all of which expire by March 31, 2027.
Demand fees, net of eliminations, associated with Steckman Ridge during the fiscal years ended September 30, were as follows:
| (Thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| NJNG | $6,319 | $6,549 | $6,663 |
| ES | 828 | 657 | 732 |
| Total | $7,147 | $7,206 | $7,395 |
The following table summarizes demand fees payable to Steckman Ridge as of September 30:
| (Thousands) | 2024 | 2023 |
|---|---|---|
| NJNG | $775 | $775 |
| ES | 100 | 84 |
| Total | $875 | $859 |
NJNG and ES enter into various AMAs, the effects of which are eliminated in consolidation. Under the terms of these AMAs, NJNG releases certain transportation and storage contracts to ES. NJNG and ES had one AMA, which expired on March 31, 2024, and was not renewed.
NJNG entered intotwo transportation agreements with Adelphia, each for committed capacity of 130,000 Dths per day. The first is forfive years in Zone South with an expiration date of August 8, 2027, and the second is for 15 years in Zone North, with an expiration date of October 31, 2038.
ES had afive-year agreement for 3 Bcf of firm storage capacity with Leaf River, the effects of which were eliminated in consolidation. The agreement expired on March 31, 2024, and was not renewed.
NJNG and CEV entered into a 15-year sublease and PPA related to an onsite solar array and the related energy output at the Company’s headquarters in Wall, New Jersey, with an expiration date of March 1, 2036, the effects of which are immaterial to the consolidated financial statements.
NJNG entered into 16-year lease agreements, as Lessor, with various NJR subsidiaries, as Lessees, for office space at the Company’s headquarters in Wall, New Jersey, with an expiration date of July 1, 2037, the effects of which are eliminated in consolidation.
NJNG and CEV entered into a 20-year sublease and PPA related to an onsite solar array and the related energy output at the Company’s LNG plant in Howell, New Jersey, with an expiration date of June 1, 2042, the effects of which are immaterial to the consolidated financial statements.
The intercompany profits for certain transactions between NJNG and ES and NJNG and Adelphia are not eliminated in accordance with ASC 980, Regulated Operations.
- SUBSEQUENT EVENT
On November 25, 2024, CEV completed the sale of its residential solar portfolio and related assets and liabilities included in The Sunlight Advantage® program to a third party for a total purchase price of $132.5 M. The transaction is expected to generate a pre-tax gain of approximately $45 M to $60 M, which will be recognized in the Consolidated Statements of Operations in the first quarter of fiscal 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.