NEW JERSEY RESOURCES CORP
For the period ended Sep 30, 2024. Filed Nov 26, 2024.
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FY2024 · Filed Nov 26, 2024
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Debt
Credit Facilities and Short-term Debt
The following table summarizes NJR’s credit facility and NJNG’s commercial paper program and credit facility as of September 30:
| At end of period | ||||||
|---|---|---|---|---|---|---|
| (Thousands) | As of date | Totalborrowing capacity | Loans outstanding | Weighted average interest rate | Remaining borrowing capacity | Expiration dates |
| NJR bank revolving credit facility (1) | ||||||
| 2024 | $575,000 | $236,700 | 6.23% | $325,951 | (2) | August 2029 |
| 2023 | $650,000 | $217,300 | 6.53% | $426,967 | (2) | September 2027 |
| NJNG bank revolving credit facility (3) | ||||||
| 2024 | $250,000 | $55,100 | 4.98% | $194,169 | (4) | August 2029 |
| 2023 | $250,000 | $34,800 | 5.48% | $214,469 | (4) | September 2027 |
(1)Committed credit facility, which requires commitment fees of 0.10% on the unused amount.
(2)Letters of credit outstanding total approximately $12.3 M and $5.7 M as of September 30, 2024 and 2023, respectively, which reduces the amount available by the same amount.
(3)Committed credit facility, which requires commitment fees of 0.075% on the unused amount.
(4)Letters of credit outstanding total approximately $0.7 M at both September 30, 2024 and 2023, which reduces the amount available by the same amount.
Amounts available under credit facilities are reduced by bank or commercial paper borrowings, as applicable, and any outstanding letters of credit. Neither NJNG nor the results of its operations are obligated or pledged to support the NJR Credit Facility.
NJR
On August 7, 2024, NJR entered into a second amendment to NJR’s Second Amended and Restated Credit Agreement, which reduced the NJR Credit Facility from $650 M to $575 M and extended the maturity date to August 7, 2029, pursuant to NJR’s option to extend the maturity date under the NJR Second Amended and Restated Credit Agreement, and permits NJR to request that the maturity date be extended up to two times for an additional period of one year each. The NJR Credit Facility includes an accordion feature, which allows NJR, in the absence of a default or event of default, to increase from time to time, with the existing or new lenders, the revolving credit commitments under the NJR Credit Facility in increments of at least $50 M, with the total revolving credit commitments not exceeding $750 M. The NJR Credit Facility also permits the borrowing of revolving loans and swingline loans, as well as a $75 M sublimit for the issuance of letters of credit. Certain of NJR’s unregulated subsidiaries have guaranteed all of NJR’s obligations under the NJR Credit Facility. The credit facility is used primarily to finance its share repurchases, to satisfy ES’s short-term liquidity needs and to finance, on an initial basis, unregulated investments.
As of September 30, 2024, NJR hadeleven letters of credit outstanding totaling $12.3 M, which reduced the amount available under the NJR Credit Facility by the same amount. NJR does not anticipate that these letters of credit will be drawn upon by the counterparties, and they will be renewed as necessary.
Neither NJNG nor the results of its operations are obligated or pledged to support the NJR credit or debt shelf facilities.
NJNG
On August 7, 2024, NJNG entered into a second amendment to NJNG’s Second Amended and Restated Credit Agreement governing a $250 M NJNG Credit Facility, which extended the maturity date of the facility to August 7, 2029, pursuant to NJNG’s option to extend the maturity date under the NJNG Second Amended and Restated Credit Agreement, and permits NJNG to request that the maturity date be extended up to two times for an additional period of one year each. The NJNG Credit Facility includes an accordion feature, which allows NJNG, in the absence of a default or event of default, to increase from time to time, with the existing or new lenders, the revolving credit commitments under the NJNG Credit Facility in increments of at least $50 M with the total revolving credit commitments not exceeding $350 M. The NJNG Credit Facility also permits the borrowing of revolving loans and swingline loans, as well as a $30 M sublimit for the issuance of letters of credit.
As of September 30, 2024, NJNG hastwo letters of credit outstanding for $0.7 M, which reduced the amount available under the NJNG Credit Facility by the same amount. NJNG does not anticipate that these letters of credit will be drawn upon by the counterparties.
- STOCK-BASED COMPENSATION
NJR issues shares out of its 2017 Stock Award and Incentive Plan, in the form of performance share units, restricted stock units, deferred retention stock units and unrestricted common stock to non-employee directors. As of September 30, 2024,2,620,389 shares remain available for future issuance.
The following table summarizes all stock-based compensation expense recognized during the following fiscal years:
| (Thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Stock-based compensation expense: | |||
| Performance share awards | $5,437 | $4,882 | $4,131 |
| Restricted and non-restricted stock | 3,958 | 3,647 | 3,189 |
| Deferred retention stock | 6,633 | 6,187 | 7,507 |
| Compensation expense included in operation and maintenance expense | 16,028 | 14,716 | 14,827 |
| Income tax benefit (1) | (3,898) | (3,563) | (3,624) |
| Total, net of tax | $12,130 | $11,153 | $11,203 |
(1)Excludes additional tax expense related to delivered shares of $1.2 M, $0.6 M and $0.1 M as of September 30, 2024, 2023 and 2022, respectively.
Performance Share Units
In fiscal 2024, the Company granted to certain officers 54,693 performance shares, which are market condition awards that vest on September 30, 2026, subject to the Company meeting certain conditions. In fiscal 2024, the Company also granted to certain officers 88,107 performance shares, of which 50,504 vest on September 30, 2026, and 37,603 vest annually over athree-year period beginning in September 2024, both of which are subject to the Company meeting certain performance conditions.
In fiscal 2023, the Company granted to certain officers 39,614 performance shares, which are market condition awards that vest on September 30, 2025, subject to the Company meeting certain conditions. In fiscal 2023, the Company also granted to certain officers 73,047 performance shares, of which 42,449 vest on September 30, 2025, and 30,598 vest annually over athree-year period beginning in September 2023, both of which are subject to the Company meeting certain performance conditions.
In fiscal 2022, the Company granted to certain officers 44,965 performance shares, which are market condition awards that vested on September 30, 2024, subject to the Company meeting certain conditions. In fiscal 2022, the Company also granted to certain officers 73,561 performance shares, of which 44,596 vested on September 30, 2024, and 28,965 vest annually over athree-year period beginning in September 2022, both of which were subject to the Company meeting certain performance conditions. The vesting of these awards are shown in the table below.
There is approximately $6.0 M of deferred compensation related to unvested performance shares that is expected to be recognized over the weighted average period of 1.7 years.
The following table summarizes the performance share activity under the stock award and incentive plans for the past three fiscal years:
| Shares (1) | Weighted AverageGrant DateFair Value | Total Fair Value of Vested Shares (in Thousands) | |
|---|---|---|---|
| Non-vested and outstanding at September 30, 2021 | 166,091 | $36.08 | — |
| Granted | 118,526 | $38.84 | — |
| Vested (2) | (76,708) | $39.57 | $2,765 |
| Cancelled/forfeited | (15,788) | $37.33 | — |
| Non-vested and outstanding at September 30, 2022 | 192,121 | $36.29 | — |
| Granted | 112,661 | $46.00 | — |
| Vested (3) | (105,197) | $35.07 | $4,126 |
| Cancelled/forfeited | (9,330) | $38.64 | — |
| Non-vested and outstanding at September 30, 2023 | 190,255 | $42.60 | — |
| Granted | 142,800 | $42.55 | — |
| Vested (4) | (112,183) | $39.91 | $5,271 |
| Cancelled/forfeited | (1,913) | $43.83 | — |
| Non-vested and outstanding at September 30, 2024 | 218,959 | $43.93 | — |
(1)The number of common shares issued related to certain performance shares may range from zero to 150% of the number of shares shown in the table above based on the Company’s achievement of performance goals.
(2)As certified by the Company’s Leadership and Compensation Committee on November 9, 2022, the number of common shares earned related to TSR performance was 112% or 30,472 shares, the number of common shares earned related to NFE performance was 105% or 26,282 shares, and the number of common shares earned related to Performance Based Restricted Stock was 100% or 28,965 shares. Each award earned excludes accumulated dividends. The number represented on this line is the target number of 100%.
(3)As certified by the Company’s Leadership and Compensation Committee on November 15, 2023, the number of common shares earned related to TSR performance was 150% or 59,192 shares, the number of common shares earned related to NFE performance was 150% or 55,832 shares, and the number of common shares earned related to Performance Based Restricted Stock was 100% or 30,598 shares. Each award earned excludes accumulated dividends. The number represented on this line is the target number of 100%.
(4)As certified by the Company’s Leadership and Compensation Committee on November 6, 2024, the number of common shares earned related to TSR performance was 150% or 60,092 shares, the number of common shares earned related to NFE performance was 124% or 49,269 shares, and the number of common shares earned related to Performance Based Restricted Stock was 100% or 37,603 shares. Each award earned excludes accumulated dividends. The number represented on this line is the target number of 100%.
The Company measures compensation expense related to performance shares based on the fair value of these awards at their date of grant. In accordance with ASC 718, Compensation - Stock Compensation, compensation expense for market condition grants are recognized for awards granted, and are not adjusted based on actual achievement of the performance goals. The Company estimated the fair value of these grants on the date of grant using a lattice model. Performance condition grants are initially fair valued at the Company’s stock price on the grant date and are subsequently adjusted for actual achievement of the performance goals.
Restricted Stock Units
The Company granted 67,522,64,080 and 54,826 shares of restricted stock during fiscal 2024, 2023 and 2022, respectively. The shares vest annually over athree-year period beginning in October of the fiscal year in which they were granted. On April 25, 2024, the Company also granted an additional 3,465 shares of restricted stock that vest annually over athree-year period beginning in April of the fiscal year in which they were granted. There is approximately $1.7 M of deferred compensation related to unvested restricted stock shares that is expected to be recognized over the weighted average period of 1.8 years.
The following table summarizes the restricted stock activity under the stock award and incentive plans for the past three fiscal years:
| Shares | Weighted AverageGrant DateFair Value | Total Fair Value of Vested Shares (in Thousands) | |
|---|---|---|---|
| Non-vested and outstanding at September 30, 2021 | 101,621 | $36.87 | — |
| Granted | 54,826 | $38.84 | — |
| Vested | (47,867) | $39.01 | $1,824 |
| Cancelled/forfeited | (10,756) | $37.06 | — |
| Non-vested and outstanding at September 30, 2022 | 97,824 | $36.90 | — |
| Granted | 64,080 | $46.00 | — |
| Vested | (48,312) | $40.30 | $1,910 |
| Cancelled/forfeited | (4,716) | $38.77 | — |
| Non-vested and outstanding at September 30, 2023 | 108,876 | $41.55 | — |
| Granted | 70,987 | $42.59 | — |
| Vested | (53,393) | $39.74 | $2,256 |
| Cancelled/forfeited | (970) | $44.52 | — |
| Non-vested and outstanding at September 30, 2024 | 125,500 | $42.89 | — |
Deferred Retention Stock Units
Deferred retention stock awards are granted upon approval by the Board of Directors, which generally occurs subsequent to the fiscal year end. Deferred retention stock awards vest immediately when granted, with shares delivered at a future date in accordance with the terms of the underlying agreements. The expense for these awards is recognized in the fiscal year in which services are rendered. The following table summarizes the deferred retention stock award under the stock award and incentive plans for the past three fiscal years:
| Shares | Weighted AverageGrant DateFair Value | Total Fair Value of Vested Shares (in Thousands) | |
|---|---|---|---|
| Outstanding at September 30, 2021 | 208,856 | $46.28 | — |
| Granted/Vested | 192,728 | $38.95 | — |
| Delivered | (163,499) | $47.95 | $6,167 |
| Forfeited | (6,818) | $40.33 | — |
| Outstanding at September 30, 2022 | 231,267 | $39.16 | — |
| Granted/Vested | 134,941 | $45.85 | — |
| Delivered | (38,115) | $40.67 | $1,517 |
| Outstanding at September 30, 2023 | 328,093 | $41.74 | — |
| Granted/Vested | 155,188 | $42.55 | — |
| Delivered | (5,089) | $35.86 | $213 |
| Forfeited | (235) | $42.55 | — |
| Outstanding at September 30, 2024 | 477,957 | $42.07 | — |
Non-Employee Director Stock
Non-employee director compensation includes an annual equity retainer that is awarded at the time of the Company’s annual meeting of shareowners. The shares vest upon the earlier of the first anniversary of the grant date or the date of the Company’s next annual meeting of shareowners following the grant date and are amortized to expense over a 12-month period.
The following summarizes non-employee director share awards for the past three fiscal years:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Shares granted | 29,996 | 24,044 | 30,908 |
| Weighted average grant date fair value | $41.67 | $49.58 | $39.09 |
- EMPLOYEE BENEFIT PLANS
Pension and Other Postemployment Benefit Plans
The Company hastwo trusteed, noncontributory defined benefit retirement plans covering eligible regular represented and non-represented employees with more thanone year of service. Defined benefit plan benefits are based on years of service and average compensation during the highest 60 consecutive months of employment. The Company also provides postemployment medical and life insurance benefits to employees who meet certain eligibility requirements.
All represented employees of NJRHS hired on or after October 1, 2000, non-represented employees hired on or after October 1, 2009 and NJNG represented employees hired on or after January 1, 2012 are covered by an enhanced defined contribution plan instead of the defined benefit plan. Participation in the postemployment medical and life insurance plan was also frozen to new employees as of the same dates, with the exception of new NJRHS represented employees, for which benefits were frozen beginning April 3, 2012.
The Company maintains an unfunded nonqualified PEP that was established to provide employees with the full level of benefits as stated in the qualified plan without reductions due to various limitations imposed by the provisions of federal income tax laws and regulations. There are no plan assets in the nonqualified plan due to the nature of the plan.
The Company’s funding policy for its pension plans is to contribute at least the minimum amount required by the Employee Retirement Income Security Act of 1974, as amended. In fiscal 2024 and 2023, the Company had no minimum funding requirements and didnot make any discretionary contributions to the pension plans. The Company does not expect to be required to make additional contributions to fund the pension plans during the next fiscal year based on current actuarial assumptions; however, funding requirements are uncertain and can depend significantly on changes in actuarial assumptions, returns on plan assets and changes in the demographics of eligible employees and covered dependents.
There are no federal requirements to pre-fund OPEB benefits. However, the Company is required to fund certain amounts due to regulatory agreements with the BPU. The Company contributed $7.8 M and $4.2 M in fiscal 2024 and 2023, respectively, and estimates that it will contribute between $5 M and $10 M over each of the next five years. Additional contributions may be required based on market conditions and changes to assumptions.
In January 2024, the Company announced changes to its postretirement medical benefits plan. Beginning on January 1, 2025, the Company will replace the existing retiree medical coverage for certain eligible employees age 65 and older and their Medicare-eligible dependents with an employer-funded Health Reimbursement Arrangement. Medicare-eligible participants may use the Health Reimbursement Arrangement toward the purchase of supplemental insurance coverage and for other qualified medical expenses. The liability associated with postretirement medical benefits was remeasured as of January 1, 2024. The change in post-retirement medical benefits is being amortized into earnings over approximately eight years, the average remaining service to retirement for all plan participants.
The following summarizes the changes in the funded status of the plans and the related liabilities recognized on the Consolidated Balance Sheets as of September 30:
| Pension (1) | OPEB | |||
|---|---|---|---|---|
| (Thousands) | 2024 | 2023 | 2024 | 2023 |
| Change in Benefit Obligation | ||||
| Benefit obligation at beginning of year | $290,321 | $290,823 | $203,406 | $173,217 |
| Service cost | 4,976 | 5,402 | 1,406 | 2,471 |
| Interest cost | 16,240 | 15,174 | 8,327 | 9,146 |
| Plan amendments | — | — | (79,881) | — |
| Plan participants’ contributions (2) | 27 | 32 | 703 | 552 |
| Actuarial loss (gain) | 36,863 | (7,057) | 54,518 | 25,363 |
| Benefits paid, net of retiree subsidies received | (14,895) | (14,053) | (6,679) | (7,343) |
| Benefit obligation at end of year | $333,532 | $290,321 | $181,800 | $203,406 |
| Change in plan assets | ||||
| Fair value of plan assets at beginning of year | $298,361 | $284,347 | $106,783 | $99,736 |
| Actual return on plan assets | 58,682 | 27,456 | 21,249 | 9,826 |
| Employer contributions | 535 | 579 | 7,846 | 4,192 |
| Benefits paid, net of plan participants’ contributions (2) | (14,868) | (14,021) | (6,157) | (6,971) |
| Fair value of plan assets at end of year | $342,710 | $298,361 | $129,721 | $106,783 |
| Funded status | $9,178 | $8,040 | $(52,079) | $(96,623) |
| Amounts recognized on Consolidated Balance Sheets | ||||
| Postemployment employee benefit asset | ||||
| Noncurrent | $21,104 | $18,684 | $3,556 | $— |
| Postemployment employee benefit liability | ||||
| Current | $(552) | $(538) | $(2,400) | $(4,201) |
| Noncurrent | (11,374) | (10,106) | (53,235) | (92,422) |
| Total | $9,178 | $8,040 | $(52,079) | $(96,623) |
(1)Includes the Company’s PEP.
(2)Contributions made by employees hired prior to July 1, 1998, that were eligible to elect an additional participant contribution to enhance their benefits, were immaterial during the periods.
The Company recognizes a liability for its underfunded benefit plans as required by ASC 715, Compensation - Retirement Benefits. The Company records the offset to regulatory assets for the portion of liability relating to NJNG and to accumulated OCI for the portion of the liability related to its unregulated operations. The increase in actuarial loss during fiscal 2024 compared with fiscal 2023 for both pension and OPEB was due primarily to the decrease in the discount rate.
The following table summarizes the amounts recognized in regulatory assets and accumulated OCI as of September 30:
| Regulatory Assets | Accumulated Other Comprehensive Income (Loss) | |||
|---|---|---|---|---|
| (Thousands) | Pension | OPEB | Pension | OPEB |
| Balance at September 30, 2022 | $35,321 | $20,110 | $5,003 | $(6,822) |
| Amounts arising during the period: | ||||
| Net actuarial (gain) loss | (10,493) | 9,936 | (4,048) | 12,320 |
| Amounts amortized to net periodic costs: | ||||
| Net actuarial (loss) | (87) | — | (213) | — |
| Prior service (cost) | (103) | — | — | — |
| Balance at September 30, 2023 | $24,638 | $30,046 | $742 | $5,498 |
| Amounts arising during the period: | ||||
| Net actuarial (gain) loss | (2,407) | 27,108 | 934 | 14,080 |
| Prior service (credit) | — | (60,504) | — | (19,376) |
| Amounts amortized to net periodic costs: | ||||
| Net actuarial gain (loss) | 2 | (3,098) | (119) | (1,164) |
| Prior service (cost) credit | (61) | 7,458 | — | 2,555 |
| Balance at September 30, 2024 | $22,172 | $1,010 | $1,557 | $1,593 |
The amounts in regulatory assets and accumulated OCI not yet recognized as components of net periodic benefit cost as of September 30 are:
| Regulatory Assets · Accumulated Other ComprehensiveIncome (Loss) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Pension | OPEB | Pension | OPEB | |||||
| (Thousands) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| Net actuarial loss | $22,172 | $24,577 | $54,056 | $30,046 | $1,557 | $742 | $18,414 | $5,498 |
| Prior service cost (credit) | — | 61 | (53,046) | — | — | — | (16,821) | — |
| Total | $22,172 | $24,638 | $1,010 | $30,046 | $1,557 | $742 | $1,593 | $5,498 |
To the extent the unrecognized amounts in accumulated OCI or regulatory assets exceed 10% of the greater of the benefit obligation or the fair value of plan assets, an amortized amount over the average expected future working lifetime of the active plan participants is recognized.
The projected benefit and accumulated benefit obligations and the fair value of plan assets as of September 30, are as follows:
| Pension | ||
|---|---|---|
| (Thousands) | 2024 | 2023 |
| Projected benefit obligation | $333,532 | $290,321 |
| Accumulated benefit obligation | $306,850 | $267,794 |
| Fair value of plan assets | $342,710 | $298,361 |
The components of the net periodic cost for pension benefits, including the Company’s PEP, and OPEB costs (principally health care and life insurance) for employees and covered dependents for fiscal years ended September 30, are as follows:
| Pension | OPEB | |||||
|---|---|---|---|---|---|---|
| (Thousands) | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 |
| Service cost | $4,976 | $5,402 | $8,291 | $1,406 | $2,471 | $4,305 |
| Interest cost | 16,240 | 15,174 | 9,632 | 8,327 | 9,146 | 6,355 |
| Expected return on plan assets | (20,346) | (19,972) | (21,275) | (7,920) | (6,721) | (7,575) |
| Recognized actuarial loss | 117 | 300 | 8,745 | 4,262 | — | 5,684 |
| Prior service cost (credit) amortization | 61 | 103 | 101 | (10,013) | — | (144) |
| Net periodic benefit cost recognized as expense | $1,048 | $1,007 | $5,494 | $(3,938) | $4,896 | $8,625 |
Assumptions
The weighted average assumptions used to determine the Company’s benefit costs during the fiscal years below and obligations as of September 30, are as follows:
| Pension · OPEB | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 · 2023 · 2022 · 2024 · 2023 · 2022 | ||||||||||||
| Benefit costs: | ||||||||||||
| Discount rate | 5.89/5.87% | (1) | 5.50/5.50% | (1) | 3.10/3.07% | (1) | 5.97/5.94% | (1) | 5.51/5.51% | (1) | 3.24/3.17% | (1) |
| Expected asset return | 7.00% | 7.00% | 6.75% | 7.00% | 7.00% | 6.75% | ||||||
| Compensation increase | 3.00/3.50% | (1) | 3.00/3.50% | (1) | 3.00/3.50% | (1) | 3.00/3.50% | (1) | 3.00/3.50% | (1) | 3.00/3.50% | (1) |
| Obligations: | ||||||||||||
| Discount rate | 5.01/4.99% | (1) | 5.89/5.87% | (1) | 5.50/5.50% | (1) | 4.97/4.98% | (1) | 5.97/5.94% | (1) | 5.51/5.51% | (1) |
| Compensation increase | 3.00/3.50% | (1) | 3.00/3.50% | (1) | 3.00/3.50% | (1) | 3.00/3.50% | (1) | 3.00/3.50% | (1) | 3.00/3.50% | (1) |
(1)Percentages for represented and non-represented plans, respectively.
When measuring its PBO, the Company uses an aggregate discount rate at which its obligation could be effectively settled. The Company determines a single weighted average discount rate based on a yield curve comprised of rates of return on a population of high quality debt issuances (AA- or better) whose cash flows (via coupons or maturities) match the timing and amount of its expected future benefit payments. The Company measures its service and interest costs using a disaggregated, or spot rate, approach. The Company applies the duration-specific spot rates from the full yield curve, as of the measurement date, to each year’s future benefit payments, which aligns the timing of the plans’ separate future cash flows to the corresponding spot rates on the yield curve.
Information relating to the assumed HCCTR used to determine expected OPEB benefits as of September 30, is as follows:
| ($ in thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| HCCTR | 8.8% | 7.4% | 6.6% |
| Ultimate HCCTR | 4.5% | 4.5% | 4.5% |
| Year ultimate HCCTR reached | 2032 | 2032 | 2027 |
The Company’s investment objective is a long-term real rate of return on assets before permissible expenses that is approximately 5% greater than the assumed rate of inflation, as measured by the consumer price index. The expected long-term rate of return is based on the asset categories in which the Company invests and the current expectations and historical performance for these categories.
The mix and targeted allocation of the pension and OPEB plans’ assets are as follows:
| 2025 · Assets at | |||
|---|---|---|---|
| Target · September 30, | |||
| Asset Allocation | Allocation | 2024 | 2023 |
| U.S. equity securities | 29% | 29% | 34% |
| International equity securities | 16 | 16 | 16 |
| Fixed income | 39 | 38 | 31 |
| Collective investment trusts at NAV | 16 | 17 | 19 |
| Total | 100% | 100% | 100% |
The Company uses mortality assumptions published by the Society of Actuaries for its pension and other postemployment benefit obligations, which reflects life expectancies in the U.S. The Company used projection scale MP-2021 and the Pri-2012 mortality study as of September 30, 2024 and 2023.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid during the following fiscal years:
| (Thousands) | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 - 2034 | |||
|---|---|---|---|---|---|---|---|---|---|
| Pension | $16,273 | $17,378 | $18,452 | $19,423 | $20,493 | $115,709 | |||
| OPEB | $8,397 | $9,300 | $10,138 | $10,925 | $11,703 | $65,473 | |||
The Company’s OPEB plans provide prescription drug benefits that are actuarially equivalent to those provided by Medicare Part D. Therefore, under the Medicare Prescription Drug, Improvement and Modernization Act of 2003, the Company qualifies for federal subsidies. Estimated subsidy payments for fiscal 2024 and 2025 are immaterial and zero thereafter.
Pension and OPEB assets held in the master trust, measured at fair value, are summarized as follows:
| Pension · OPEB | ||||||
|---|---|---|---|---|---|---|
| (Thousands) · Quoted Prices in Active Markets for Identical Assets(Level 1) · Total · Quoted Prices in Active Markets for Identical Assets(Level 1) · Total | ||||||
| Assets | ||||||
| Money market funds | $— | $— | $24 | $24 | ||
| Registered Investment Companies: | ||||||
| Equity Funds: | ||||||
| Large Cap Index | 76,897 | 76,897 | 38,040 | 38,040 | ||
| Extended Market Index | 16,665 | 16,665 | 7,977 | 7,977 | ||
| International Stock | 50,549 | 50,549 | 22,730 | 22,730 | ||
| Fixed Income Funds: | ||||||
| Emerging Markets | 13,354 | 13,354 | 5,358 | 5,358 | ||
| Core Fixed Income | — | — | 28,765 | 28,765 | ||
| High Yield Bond Fund | 16,704 | 16,704 | 9,195 | 9,195 | ||
| Long Duration Fund | 106,656 | 106,656 | — | — | ||
| Total assets in the fair value hierarchy | $280,825 | 280,825 | $112,089 | 112,089 | ||
| Investments measured at net asset value | ||||||
| Collective investment trusts | 61,885 | 17,632 | ||||
| Total assets at fair value | $342,710 | $129,721 | ||||
| Assets | ||||||
| Registered Investment Companies: | ||||||
| Equity Funds: | ||||||
| Large Cap Index | $81,171 | $81,171 | $30,884 | $30,884 | ||
| Extended Market Index | 17,256 | 17,256 | 6,444 | 6,444 | ||
| International Stock | 48,557 | 48,557 | 17,966 | 17,966 | ||
| Fixed Income Funds: | ||||||
| Emerging Markets | 11,471 | 11,471 | 4,306 | 4,306 | ||
| Core Fixed Income | — | — | 22,241 | 22,241 | ||
| High Yield Bond Fund | 20,685 | 20,685 | 7,651 | 7,651 | ||
| Long Duration Fund | 58,484 | 58,484 | — | — | ||
| Total assets in the fair value hierarchy | $237,624 | 237,624 | $89,492 | 89,492 | ||
| Investments measured at net asset value | ||||||
| Collective investment trusts | 60,737 | 17,291 | ||||
| Total assets at fair value | $298,361 | $106,783 | ||||
The Plan had no Level 2 or Level 3 fair value measurements during fiscal 2024 and 2023, and there have been no changes
in valuation methodologies as of September 30, 2024. The Plan held assets that are valued using NAV as a practical expedient, which are excluded from the fair value hierarchy. The following is a description of the valuation methodologies used for assets measured at fair value:
| Asset Types | Description of the Valuation Methodologies |
|---|---|
| Money Market funds | Represents bank balances and money market funds that are valued based on the NAV of shares held at year end. |
| Registered Investment Companies | Equity and fixed income funds valued at the NAV of shares held by the plan at year end as reported on the active market on which the individual securities are traded. |
| Collective investment trusts | The NAV for collective investment trusts is provided by the Trustee and is used as a practical expedient to estimate fair value. The NAV is based on the value of the underlying assets owned by the fund less liabilities. |
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Defined Contribution Plan
The Company offers a Savings Plan to eligible employees. The Company matched 85% of participants’ contributions up to 6% of base compensation. Beginning on March 6, 2024, the Company’s contribution changed to 100% of the first 3% and 80% of the next 3% of base compensation. Represented NJRHS employees, non-represented employees hired on or after October 1, 2009, and NJNG represented employees hired on or after January 1, 2012, are eligible for an employer special contribution of between 4.0% and 5.0% of base compensation, depending on years of service, into the Savings Plan on their behalf. The amount expensed and contributed for the matching provision of the Savings Plan was $6.8 M in fiscal 2024, $5.9 M in fiscal 2023 and $5.5 M in fiscal 2022. The amount contributed for the employer special contribution of the Savings Plan was $3.6 M in fiscal 2024, $2.1 M in fiscal 2023 and $2.4 M in fiscal 2022.
- INCOME TAXES
The income tax provision from operations for the fiscal years ended September 30, consists of the following:
| (Thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Current: | |||
| Federal | $691 | $13,393 | $4,238 |
| State | (682) | 7,716 | 2,104 |
| Deferred: | |||
| Federal | 66,623 | 36,825 | 55,968 |
| State | 18,531 | (8,381) | 14,185 |
| Investment/production tax credits | (257) | (278) | (300) |
| Income tax provision | $84,906 | $49,275 | $76,195 |
As of September 30, the temporary differences, which give rise to deferred tax assets (liabilities), consist of the following:
| (Thousands) | 2024 | 2023 |
|---|---|---|
| Deferred tax assets | ||
| Investment tax credits (1) | $192,238 | $191,948 |
| State net operating losses | 38,762 | 39,612 |
| Deferred revenue | 14,107 | 8,205 |
| Fair value of derivatives | 5,397 | 5,386 |
| Impairment of equity method investment | 14,004 | 14,004 |
| Postemployment benefits | 855 | 6,502 |
| Incentive compensation | 10,142 | 8,949 |
| Amortization of intangibles | 6,248 | 6,308 |
| Overrecovered natural gas costs | 9,072 | 8,564 |
| Allowance for doubtful accounts | 3,744 | 4,485 |
| Other | 7,226 | 7,636 |
| Total deferred tax assets | 301,795 | 301,599 |
| Less: Valuation allowance | (5,621) | (5,747) |
| Total deferred tax assets net of valuation allowance | $296,174 | $295,852 |
| Deferred tax liabilities | ||
| Property-related items | $(563,403) | $(487,294) |
| Remediation costs | (21,656) | (18,532) |
| Investments in equity investees | (28,704) | (28,325) |
| Conservation incentive program | (14,379) | (14,075) |
| Other | (6,065) | (4,670) |
| Total deferred tax liabilities | $(634,207) | $(552,896) |
| Total net deferred tax liabilities | $(338,033) | $(257,044) |
(1)Includes approximately $0.7 M for NJNG for both fiscal 2024 and 2023, which is being amortized over the life of the related assets.
A reconciliation of the U.S. federal statutory rate to the effective rate from operations for the fiscal years ended September 30, is as follows:
| (Thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Statutory income tax expense | $78,683 | $65,940 | $73,735 |
| Change resulting from: | |||
| Investment/production tax credits | (257) | (278) | (300) |
| Cost of removal of assets placed in service prior to 1981 | (5,644) | (4,758) | (3,533) |
| AFUDC equity | (1,444) | (1,499) | (2,361) |
| State income taxes, net of federal benefit | 14,517 | 13,293 | 13,072 |
| Valuation allowance | (126) | (16,494) | (1,372) |
| Tax Act - utility excess deferred income taxes amortized | (3,573) | (3,573) | (3,573) |
| Other | 2,750 | (3,356) | 527 |
| Income tax provision | $84,906 | $49,275 | $76,195 |
| Effective income tax rate | 22.7% | 15.7% | 21.7% |
The Company and one or more of its subsidiaries files or expects to file income and/or franchise tax returns in the U.S. federal jurisdiction and in the states of Colorado, Connecticut, Delaware, Florida, Georgia, Indiana, Louisiana, Maryland, Michigan, Mississippi, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, South Carolina, Texas, Virginia and West Virginia. The Company neither files in, nor believes it has a filing requirement in, any foreign jurisdictions.
The Company’s U.S. federal income tax returns through fiscal 2020 have either been reviewed by the IRS, or the related statute of limitations has expired and all matters have been settled. U.S. federal income tax returns for periods subsequent to fiscal 2020 are open to examination by the IRS. For all periods subsequent to those ended September 30, 2020, the Company’s state income tax returns are statutorily open to examination in all applicable states with the exception of Colorado and Texas.
In March 2024, the State of New Jersey commenced an examination of the Company’s Corporate Business Tax return for NJR and certain subsidiaries for the fiscal periods ended September 30, 2019 through September 30, 2022.
NJR evaluates its tax positions to determine the appropriate accounting and recognition of potential future obligations associated with uncertain tax positions. A tax benefit claimed, or expected to be claimed, on a tax return may be recognized only if it is more likely than not that the tax position will be upheld upon examination by the applicable taxing authority and is measured based on the largest tax benefit that is more than 50% likely to be realized. Interest and penalties related to unrecognized tax benefits, if any, are recognized within income tax expense, and accrued interest and penalties are recognized within other noncurrent liabilities on the Consolidated Balance Sheets.
Inflation Reduction Act
In August 2022, the President of the U.S. signed the Inflation Reduction Act, which contains provisions addressing inflation, clean energy, healthcare and taxes beginning in 2023. The Inflation Reduction Act imposes a 15% minimum tax rate on corporations with higher than $1B of annual income, along with a 1% excise tax on corporate stock repurchases. The Inflation Reduction Act raised the ITC from 26% to 30% through the end of 2032, dropping to 26% for property under construction before the end of 2033 and to 22% for property under construction before the end of 2034. The ITC expires starting in 2035 unless it is renewed. There are additional opportunities to increase the credit amount for certain facilities that are placed in service after December 31, 2022. The credit amount can be increased by 10% if certain domestic content requirements are satisfied or if the facility is located in an energy community, such as a brownfield site. ITCs are also expanded to include stand-alone energy storage projects without being integrated into a solar facility, allowing solar to claim production tax credits that are a production-based credit extending for 10 years following the placed-in-service date of the facility, and introducing the concept of transferability of tax credits, providing an additional option to monetize such credits.
The Company evaluated the impacts of the Inflation Reduction Act on its financial position, results of operations and cash flows, noting the corporate alternative minimum tax does not impact the Company as the applicable income thresholds have not been met. Upon the repurchase of common stock through the Company’s share repurchase program, the Company would be subject to the 1% excise tax.
Other Tax Items
As of September 30, 2024 and 2023, the Company has tax credit carryforwards of approximately $191.6 M and $191.2 M, respectively, which each have a life of 20 years. The Company expects to utilize this entire carryforward prior to expiration, which would begin in fiscal 2036.
The impairment of the equity method investment in PennEast created net capital loss attributes totaling approximately $56.6 M, which could only be utilized to offset capital gains income and carried back three years and forward five years prior to expiration. During the fourth quarter of fiscal 2023, the Company determined that the tax losses created by the impairment may qualify as an ordinary loss, rather than a capital loss. As of September 30, 2024 and 2023, the Company had a valuation allowance of approximately $5.1 M and $5.0 M, respectively.
As of September 30, 2024, the Company evaluated certain tax benefits recorded in the Consolidated Financial Statements and concluded that a portion of the tax benefits are uncertain at this time. As a result, the Company recorded a reserve for uncertain tax benefits. The reserve for uncertain tax benefits is as follows:
| (Thousands) | 2024 | 2023 |
|---|---|---|
| Balance at October 1, | $4,978 | $— |
| Additions based on tax positions related to the current fiscal period | 15 | 4,978 |
| Balance at September 30, | $4,993 | $4,978 |
As of September 30, 2024 and 2023, there are $5.0 M of unrecognized tax benefits that if recognized would affect the annual effective tax rate. The tax benefits relate to fiscal tax years open to examination by the IRS and the state of Pennsylvania and may be subject to subsequent adjustment.
As of September 30, 2024 and 2023, the Company has state income tax net operating losses of approximately $634.7 M and $631.2 M, respectively. These state net operating losses have varying carry-forward periods dictated by the state in which they were incurred; these state carry-forward periods range from seven to 20 years, with the majority expiring after 2037. The Company expects to utilize this entire carryforward, other than as described below.
As of September 30, 2022, the Company had a valuation allowance of approximately $17.2 M related to the recognition of state net operating loss carryforwards. As of September 30, 2023, it was determined that the realization of certain deferred tax assets was more likely than not, and thus the associated valuation allowance of approximately $15.8 M was no longer required. Reversal of the valuation allowance resulted in a corresponding income tax benefit on the Consolidated Statement of Operations. As of September 30, 2024, the remaining valuation allowance of approximately $0.6 M related primarily to other state income tax attributes which the Company could not conclude were realizable on a more-likely-than-not basis.
The Consolidated Appropriations Act extended the 30% ITC for solar property that is under construction on or before December 31, 2019. Projects placed in service after December 31, 2019, may also qualify for a 30% federal ITC if 5% or more of the total costs of a solar property are incurred before the end of the applicable year and there are continuous efforts to advance toward completion of the project, based on the IRS guidance around ITC safe harbor determination. The credit declined to 26% for property under construction before the end of 2020. The Consolidated Appropriations Act of 2021 extended the 26% tax credit for property under construction during 2021 and 2022. The Inflation Reduction Act raised the ITC from 26% to 30% through the end of 2032, as previously stated.
- LEASES
Lessee Accounting
The Company determines if an arrangement is a lease at inception based on whether the Company has the right to control the use of an identified asset, the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. After the criteria are satisfied, the Company accounts for these arrangements as leases in accordance with ASC 842, Leases. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term, including payments at commencement that depend on an index or rate. Most leases in which the Company is the lessee do not have a readily determinable implicit rate, so an incremental borrowing rate, based on the information available at the lease commencement date, is utilized to determine the present value of lease payments. When a secured borrowing rate is not readily available, unsecured borrowing rates are adjusted for the effects of collateral to determine the incremental borrowing rate. The Company uses the implicit rate for agreements in which it is a lessor. The Company has not entered into any material agreements in which it is a lessor. Lease expense and lease income are recognized on a straight-line basis over the lease term for operating leases.
The Company’s lease agreements primarily consist of commercial solar land leases, storage and capacity leases, equipment and real property, including land and office facilities, office equipment and the sale leaseback of certain natural gas meters.
Certain leases contain escalation provisions for inflation metrics. The storage leases contain a variable payment component that relates to the change in the inflation metrics that are not known past the current payment period. The variable components of these lease payments are excluded from the lease payments that are used to determine the related right-of-use lease asset and liability. The variable portion of these leases are recognized as leasing expenses when they are incurred. The capacity lease payments are fully variable and based on the amount of natural gas stored in the storage caverns.
Generally, the Company’s solar land lease terms are between 20 and 50 years and may include multiple options to extend the terms for an additional five to 20 years. The Company’s office leases vary in duration, ranging fromtwo to 11 years, and may or may not include extension or early purchase options. The Company’s meter lease terms are betweensix and 10 years with purchase options available prior to the end of the term. Equipment leases, including general office equipment, also vary in duration, with an average term ofnine years. The Company’s storage and capacity leases have assumed terms of 50 years to coincide with the expected useful lives of the cavern assets with which the leases are associated. The Company’s lease terms may include options to extend, purchase the leased asset or terminate a lease, and they are included in the lease liability calculation when it is reasonably certain that those options will be exercised. The Company has elected an accounting policy that exempts leases with an original term of one year or less from the recognition requirements of ASC 842, Leases.
The Company has lease agreements with lease and non-lease components and has elected the practical expedient to combine lease and non-lease components for certain classes of leases, such as office buildings, solar land leases and office equipment. Variable payments are not considered material to the Company. The Company’s lease agreements do not contain any material residual value guarantees, material restrictions or material covenants. In July 2021, 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, the effects of which are eliminated in consolidation.
The following table presents the Company’s lease costs included in the Consolidated Statements of Operations for the fiscal year ended September 30:
| (Thousands) | Income Statement Location | 2024 | 2023 | 2022 |
|---|---|---|---|---|
| Operating lease cost (1) | Operation and maintenance | $10,368 | $9,336 | $9,702 |
| Finance lease cost | ||||
| Amortization of right-of-use assets | Depreciation and amortization | 2,160 | 2,105 | $1,769 |
| Interest on lease liabilities | Interest expense, net of capitalized interest | 914 | 1,084 | 612 |
| Total finance lease cost | $3,074 | $3,189 | 2,381 | |
| Short-term lease cost | Operation and maintenance | — | — | 34 |
| Variable lease cost | Operation and maintenance | 1,099 | 1,128 | 781 |
| Total lease cost | $14,541 | $13,653 | $12,898 | |
(1)Net of capitalized costs.
The following table presents supplemental cash flow information related to leases for the fiscal year ended September 30:
| (Thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Cash paid for amounts included in the measurement of lease liabilities | |||
| Operating cash flows for operating leases | $7,932 | $8,942 | $7,417 |
| Operating cash flows for finance leases | $914 | $1,084 | $831 |
| Financing cash flows for finance leases | $7,792 | $7,379 | $7,145 |
Assets obtained or modified through operating lease liabilities totaled approximately $14.1 M and $13.2 M during fiscal 2024 and 2023, respectively. Assets obtained or modified through other leases, including those which are finance leases and financing transactions for accounting purposes, totaled $8.4 M during fiscal 2023. There wereno assets obtained or modified through finance leases during fiscal 2024.
The following table presents the balance and classifications of the Company’s right of use assets and lease liabilities included in the Consolidated Balance Sheets for the fiscal year ended September 30:
| (Thousands) | Balance Sheet Location | 2024 | 2023 |
|---|---|---|---|
| Assets | |||
| Noncurrent | |||
| Operating lease assets | Operating lease assets | $184,485 | $175,740 |
| Finance lease assets | Utility plant | 26,088 | 28,248 |
| Total lease assets | $210,573 | $203,988 | |
| Liabilities | |||
| Current | |||
| Operating lease liabilities | Operating lease liabilities | $4,945 | $4,772 |
| Finance lease liabilities | Current maturities of long-term debt | 7,534 | 8,477 |
| Noncurrent | |||
| Operating lease liabilities | Operating lease liabilities | 159,303 | 148,023 |
| Finance lease liabilities | Long-term debt | 16,026 | 22,875 |
| Total lease liabilities | $187,808 | $184,147 | |
For operating lease assets and liabilities, the weighted average remaining lease term was 28.6 years and 29.2 years and the weighted average discount rate used in the valuation over the remaining lease term was 3.8% and 3.5% as of September 30, 2024 and 2023, respectively.
For finance lease assets and liabilities, the weighted average remaining lease term was 3.0 years and 3.3 years and the weighted average discount rate used in the valuation over the remaining lease term was 3.4% and 2.7% as of September 30, 2024 and 2023, respectively.
The following table presents the Company’s maturities of lease liabilities as of September 30, 2024:
| (Thousands) | Operating | Finance |
|---|---|---|
| 2025 | $8,408 | $8,169 |
| 2026 | 8,852 | 6,411 |
| 2027 | 8,834 | 4,083 |
| 2028 | 8,925 | 4,715 |
| 2029 | 8,994 | 1,676 |
| Thereafter | 233,942 | — |
| Total future payments | 277,955 | 25,054 |
| Less: interest | (113,707) | (1,494) |
| Total liability | $164,248 | $23,560 |
- COMMITMENTS AND CONTINGENT LIABILITIES
Cash Commitments
NJNG has entered into long-term contracts, expiring at various dates through July 2039, for the supply, transportation and storage of natural gas. These contracts include annual fixed charges of approximately $252.8 M at current contract rates and volumes, which are recoverable through BGSS.
For the purpose of securing storage and pipeline capacity, ES enters into storage and pipeline capacity contracts, which require the payment of certain demand charges by ES to maintain the ability to access such natural gas storage or pipeline capacity, during a fixed time period, which generally ranges fromone to 10 years. Demand charges are established by interstate storage and pipeline operators and are regulated by FERC. These demand charges represent commitments to pay storage providers or pipeline companies for the right to store and/or transport natural gas utilizing their respective assets.
Commitments as of September 30, 2024, for natural gas purchases and future demand fees for the next five fiscal year periods, are as follows:
| (Thousands) | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter |
|---|---|---|---|---|---|---|
| ES: | ||||||
| Natural gas purchases | $42,427 | $1,155 | $— | $— | $— | $— |
| Storage demand fees | 16,453 | 11,857 | 5,452 | 3,500 | 2,712 | 4,068 |
| Pipeline demand fees | 47,950 | 40,197 | 29,543 | 21,493 | 11,005 | 47,686 |
| Sub-total ES | $106,830 | $53,209 | $34,995 | $24,993 | $13,717 | $51,754 |
| NJNG: | ||||||
| Natural gas purchases | $23,392 | $— | $— | $— | $— | $— |
| Storage demand fees | 38,214 | 22,678 | 11,207 | 4,900 | — | — |
| Pipeline demand fees | 214,625 | 161,954 | 141,818 | 126,080 | 124,498 | 955,035 |
| Sub-total NJNG | $276,231 | $184,632 | $153,025 | $130,980 | $124,498 | $955,035 |
| Total | $383,061 | $237,841 | $188,020 | $155,973 | $138,215 | $1,006,789 |
Certain pipeline demand fees totaling approximately $4.0 M per year, for which ES is the responsible party, are being paid for by the counterparty to a capacity release transaction beginning November 1, 2021 for a period of 10 years.
As of September 30, 2024, the Company’s future minimum lease payments under various operating leases will not be more than $9.0 M annually for the next five years and $233.9 M in the aggregate for all years thereafter.
Guarantees
As of September 30, 2024, there were NJR guarantees covering approximately $174.3 M of ES’s natural gas purchases and demand fee commitments not yet reflected in accounts payable on the Consolidated Balance Sheets.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.