BUILDING
A SUSTAINABLE
FUTURE
2022 ANNUAL REPORT
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We are committed to enhancing our customers’ quality
of life by meeting their expectations for reliability and value
in an environmentally responsible way — every day.
SAFE RELIABLE AND COMPETITIVELY PRICED SERVICE
CUSTOMER SATISFACTION
GROWTH AND INNOVATION
QUALITY
VALUING EMPLOYEES
CORPORATE CITIZENSHIP
SUPERIOR RETURN
TABLE OF
CONTENTS
Financial Performance
Letter from the President and CEO
Corporate Profile
Directors and Officers
Presenting Our Fiscal 2022 Form 10-K
Form 10-K
Shareowner Information
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IBC
DELIVERING
DECARBONIZED
ENERGY TODAY
1
FINANCIAL
SUMMARY
NET FINANCIAL EARNINGS PER SHARE*, †
DIVIDENDS DECLARED PER SHARE
$2.71
$2.50
$2.16
$1.74
$1.45
$3.00
$2.50
$2.00
$1.50
$1.00
$0.50
$0.00
$1.50
$1.25
$1.00
$0.75
$0.50
$0.25
$0.00
$1.27
$1.19
$1.11
$1.48
$1.36
FY2018 FY2019 FY2020
FY2021 FY2022
FY2018 FY2019 FY2020
FY2021 FY2022
* NFE and financial margin are financial
measures not calculated in accordance with
Generally Accepted Accounting Principles
(GAAP) of the United States as it excludes
all unrealized and certain realized gains and
losses associated with derivative instruments
and net applicable tax adjustments. 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 NJR’s investment. For
further discussion and reconciliation to
GAAP of this non-GAAP financial measure,
see our fiscal 2022 Report on Form 10-K.
† All periods revised to reflect the deferral
method of accounting for federal investment
tax credits.
** Utility Gross Margin is a non-GAAP financial
measure, which represents operating revenues
less natural gas purchases, sales tax, and
regulatory rider expense, and excludes
certain operations and maintenance expense
and depreciation and amortization. For
further discussion and a reconciliation to
GAAP of this non-GAAP financial measure,
please see our fiscal 2022 report on
Form 10-K.
# As of December 2022.
¶ Rating determined by Shopper Approved. See
njrhomeservices.com for more information.
Information Regarding Forward-Looking
Statements — This report contains forward
looking statements within the meaning of
Section 27A of the Securities Act of 1933,
as amended, Section 21E of the Securities
Exchange Act of 1934, as amended, and
the Private Securities Litigation Reform
Act of 1995. NJR cautions readers that the
assumptions forming the basis for forward-
looking statements include many factors
that are beyond NJR’s ability to control
or estimate precisely, such as estimates of
future market conditions and the behavior
of other market participants. Words such
as “anticipates,” “estimates,” “expects,”
“projects,” “may,” “will,” “intends,” “plans,”
“believes,” “should” and similar expressions
may identify forward-looking statements
and such forward-looking statements are
made based upon management’s current
expectations, assumptions and beliefs as of
this date concerning future developments
and their potential effect upon NJR. There can
be no assurance that future developments
will be in accordance with management’s
expectations, assumptions and beliefs or that
the effect of future developments on NJR
will be those anticipated by management.
Forward looking statements in this report
include, but are not limited to, certain
statements regarding NJR’s NFE guidance,
annual utility gross margin expectations,
future growth of New Jersey Natural Gas’
(NJNG) customer base, investment programs
investments, NJR’s
and
infrastructure
environmental sustainability, decarbonization
and clean energy goals, emissions reduction
strategies, initiatives and targets, our
investments in infrastructure, and renewables
and emerging technologies such as renewable
natural gas and hydrogen gas.
Additional information and factors that could
cause actual results to differ materially from
NJR’s expectations are contained in NJR’s
filings with the U.S. Securities and Exchange
Commission (SEC), including NJR’s Annual
Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q, recent
Current Reports on Form 8-K, and other
SEC filings, which are available at the SEC’s
website, http://www.sec.gov. Information
included in this report is representative as
of today only and while NJR periodically
reassesses material trends and uncertainties
affecting NJR’s results of operations and
financial condition in connection with its
preparation of management’s discussion
and analysis of results of operations
and financial condition contained in its
Quarterly and Annual Reports filed with
the SEC, NJR does not, by including
this statement, assume any obligation to
review or revise any particular forward-
looking statement referenced herein in light
of future events.
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Dear Shareowner,
Fiscal 2022 was another outstanding year for New Jersey Resources (NJR).
This year marked the 70th anniversary of New Jersey Natural Gas (NJNG)
and the 40th anniversary of NJR’s listing on the New York Stock Exchange.
Our company has grown significantly and continues to deliver value to our
customers and shareowners. Our accomplishments reflect the hard work
of our team, including our bargaining unit IBEW Local 1820, which also
celebrated its 70th anniversary and has been instrumental to our success.
In fiscal 2022, we delivered net financial earnings (NFE) per share of $2.50
and increased the dividend 7.6% to an annual rate of $1.56 per share.
These results were supported by strong performance across our portfolio of
complementary businesses.
NJNG added more than 7,800 new and conversion customers, and we expect
these customer additions to contribute $6.5 million annually to utility gross
margin**. NJNG benefitted from higher base rates that went into effect
this year, and recorded $19.5 million from its basic gas supply service (BGSS)
incentive program. Additionally, construction was completed on its state-
of-the-art safety and training facility, which is instrumental to ensuring our
employees are prepared for every situation.
NJR Clean Energy Ventures (CEV) delivered improved year-over-year results
driven by higher electric prices and SREC revenues, and built the biggest
project development pipeline in its history. CEV also placed into
service five commercial solar projects and added 360 Sunlight Advantage®
customers resulting in 18.9 megawatts (MW) of new capacity.
$240.3
million consolidated NFE,
or $2.50 per share, compared
with $207.7 million, or $2.16 per
share, in fiscal 2021
$274.9
million consolidated net
income, compared with
$117.9 million in fiscal 2021
27th
consecutive year
of dividend growth
3
699
MW of potential capital
projects under contract
or exclusivity that can
be developed through
fiscal 2027
Our Storage and Transportation business achieved a significant milestone
with the completion and expanded operations of Adelphia Gateway,
our first FERC-regulated interstate pipeline. This former oil pipeline is
now flowing natural gas to constrained markets in the greater Philadelphia
region. Additionally, Leaf River Energy Center, our salt cavern storage
facility in Mississippi, delivered record NFE this fiscal year.
NJR Energy Services generated significant predictable, fee-based
revenues from its asset management agreements executed in December
2020, which became effective this fiscal year. Our team leveraged its
portfolio to deliver additional value with its remaining contracted assets.
Over
569,000
natural gas customers served
386.6
MW of installed capacity
Nearly
3.5
million therms saved by
customers through The
SAVEGREEN Project®
850,000
dekatherms per day of
firm capacity in service
at Adelphia Gateway with
350,000 dth/day added
in fiscal 2022
NJR Home Services continued to meet our customers’ home comfort
needs. This fiscal year, our team completed nearly 80,000 service
requests and over 3,800 HVAC, plumbing and generator installations.
Our fiscal 2022 performance reflects our commitment to grow our
business and deliver a superior return for shareowners through forward-
thinking leadership focused on sustainability.
Increasingly, addressing climate change and reducing emissions are
not just public policy goals, but also business priorities. Through the
investments we make and actions we take, NJR is helping to redefine
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the energy landscape with our commitment to innovation and investment
in clean energy technology.
Our view is simple — we believe the best path to society’s emission
reduction goals is one that provides safe, reliable, resilient energy service
at an affordable cost. That begins with energy efficiency. NJNG’s The
SAVEGREEN Project® is one of the most successful energy-efficiency
programs in the state and helped nearly 80,000 customers save energy
and reduce emissions this fiscal year.
Using existing infrastructure to deliver decarbonized energy will also
be key. Our modern, world-class delivery system, which serves 82% of
homes in our service territory, can be used to deploy low- and zero-
carbon fuels, such as green hydrogen and renewable natural gas, to meet
customers’ energy needs and reduce emissions more quickly, affordably
and reliably. With our green hydrogen facility, NJNG is already producing
zero-carbon fuel and blending it into its natural gas stream to serve
customers today.
Looking ahead, we remain committed to growing our business and
ensuring long-term value for our shareowners. NJR will continue to align
our strategy with public policy goals and execute our vision toward a
clean energy future. We will capitalize on our existing infrastructure and
invest in emerging technologies to meet customers’ energy needs in an
environmentally responsible way.
We value the collaborative relationships we have with our regulators and
policymakers, and we benefit from an exceptional board of directors,
whose integrity and expertise guide our strategy as we focus on building
a foundation for continued performance for our shareowners, customers
and communities.
I hope you’ll join us for our Annual Meeting on January 25, 2023, at 9:30 a.m.
EST, via webcast. Please see your proxy statement for details.
Thank you for your investment and confidence in NJR. On behalf of our
nearly 1,300 employees, I pledge we will continue to give our best to
reward your trust.
Sincerely,
Steve Westhoven
President and CEO
Net 0
emissions goal for NJR’s
New Jersey operations
by 2050
100%
of NJNG’s delivery system is
plastic and protected steel#
1st
natural gas utility in
U.S. to blend green
hydrogen into its system
to serve customers
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Over
2,000
hours of volunteer service
provided by employees,
retirees and their families
1,800
nonprofit and community
groups supported by NJR
and its volunteers
A near
5-Star
online customer rating
maintained by NJR Home
Services¶
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CORPORATE
PROFILE
NEW JERSEY RESOURCES
STORAGE AND TRANSPORTATION
New Jersey Resources (NYSE: NJR) is a Fortune
Storage and Transportation serves customers
1000 company that, through its subsidiaries,
from local distributors and producers to electric
provides safe and reliable natural gas and
generators and wholesale marketers through its
clean energy services, including transportation,
ownership of Leaf River Energy Center and the
distribution, storage, asset management and
Adelphia Gateway pipeline, as well as its 50%
home services. NJR is composed of five
equity ownership in the Steckman Ridge natural
primary businesses:
gas storage facility.
NEW JERSEY NATURAL GAS
NJR HOME SERVICES
New Jersey Natural Gas, NJR’s principal subsidiary,
NJR Home Services provides service contracts,
operates and maintains over 7,700 miles of
as well as heating, central air conditioning,
natural gas transportation and distribution
water heaters, standby generators, solar and
infrastructure to serve more than 569,000
other indoor and outdoor comfort products to
customers in New Jersey’s Monmouth, Ocean,
residential homes throughout New Jersey.
Morris, Middlesex and Burlington counties.
NJR and its nearly 1,300 employees are
committed to helping customers save energy
NJR CLEAN ENERGY VENTURES
and money by promoting conservation and
NJR Clean Energy Ventures, one of the largest
encouraging efficiency through Conserve to
solar owner/operators in New Jersey, invests
Preserve® and initiatives such as The SAVEGREEN
in, owns and operates solar projects with a
Project® and The Sunlight Advantage®.
total capacity of more than 380 megawatts,
providing residential and commercial customers
with low-carbon solutions.
For more information about NJR, visit
njresources.com, follow us on Twitter
@NJNaturalGas, “like” us on facebook.com/
NJR ENERGY SERVICES
NewJerseyNaturalGas.
NJR Energy Services manages a diversified
portfolio of natural gas storage and
transportation assets and provides physical
natural gas services and customized energy
solutions to its customers across North America.
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Robert B. Evans, 74
President and
Chief Executive Officer (retired)
Duke Energy Americas
(2009)
M. Susan Hardwick, 60 (A)
President and
Chief Executive Officer
American Water Works Company, Inc.
(2020)
Jane M. Kenny, 71 (B,C,D)
Co-owner and Managing Partner
The Whitman Strategy Group, LLC
(2006)
Thomas C. O’Connor, 66 (A,C)
Chairman, President and
Chief Executive Officer (retired)
DCP Midstream, LLC
(2017)
Michael A. O’Sullivan, 62
Senior Vice President, NextEra
Energy Resources (retired)
(2022)
Sharon C. Taylor, 68 (B,C,D)
Senior Vice President
Human Resources (retired)
Prudential Financial
(2012)
David A. Trice, 74
President and
Chief Executive Officer (retired)
Newfield Exploration Company
(2004)
Stephen D. Westhoven, 54 (B)
President and
Chief Executive Officer
New Jersey Resources
(2018)
George R. Zoffinger, 74 (A,D)
President and
Chief Executive Officer
Constellation Capital Corporation
(1996)
DIRECTORS AND
OFFICERS
NEW JERSEY RESOURCES
Directors
Donald L. Correll, 72 (A,B,C)
Chairman of the Board
New Jersey Resources
Chief Executive Officer, Co-founder
Water Capital Partners, LLC
(2008)
Gregory E. Aliff, 69 (A,B,D)
Partner (retired)
Deloitte & Touche LLP
(2019)
James H. DeGraffenreidt Jr., 69
(A,D)
Chairman and
Chief Executive Officer (retired)
WGL Holdings, Inc.
(2019)
Date represents year director joined NJR board.
(A) Member of Audit Committee
(B) Member of Executive Committee
(C) Member of Leadership Development and Compensation Committee
(D) Member of Nominating/Corporate Governance Committee
As of January 1, 2023.
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NEW JERSEY RESOURCES AND SUBSIDIARIES
Officers
Stephen D. Westhoven, 54
(1,2,3,4,5,7)
President and
Chief Executive Officer
(1990)
Date represents calender year of affiliation
with an NJR company.
Affiliations:
(1) New Jersey Resources
(2) New Jersey Natural Gas
(3) NJR Clean Energy Ventures
(4) NJR Energy Services
(5) Storage and Transportation
(6) NJR Home Services
(7) NJR Service Corporation
Sean N. Annitto, 54 (4)
Vice President—NJR Energy
Services
(1996)
Roberto Bel, 50 (1,2,3,4,5,6,7)
Senior Vice President and
Chief Financial Officer
(2019)
Amy Cradic, 51 (1,3,4,5)
Senior Vice President and Chief
Operating Officer—Non-Utility
Businesses, Strategy and
External Affairs
(2018)
Lori DelGiudice, 47 (1,7)
Senior Vice President—
Human Resources
(2022)
David Johnson, 54 (1)
Vice President—Corporate
Business Development
(2002)
Mark G. Kahrer, 60 (2)
Senior Vice President—
Regulatory Affairs, Marketing
and Energy Efficiency,
New Jersey Natural Gas
(2017)
James W. Kent, 53 (1,7)
Vice President—Corporate
Risk Management
(2013)
Thomas J. Massaro Jr., 56
(3,6,7)
Senior Vice President—NJR
Retail and President—NJR
Home Services
(1989)
Tejal K. Mehta, 40 (1,2,3,4,5,7)
Corporate Secretary and
Assistant General Counsel
(2022)
Patrick J. Migliaccio, 48 (2)
Senior Vice President
and Chief Operating Officer—
New Jersey Natural Gas
(2009)
Robert F. Pohlman, 39 (1,3)
Vice President—NJR Clean
Energy Ventures and
Corporate Strategy
(2011)
Richard Reich, 48 (1,2,3,4,5,7)
Senior Vice President and
General Counsel
(2006)
Ginger P. Richman, 58 (5)
Vice President—Storage
and Transportation
(2003)
Kraig E. Sanders, 57 (2)
Vice President—Operations,
New Jersey Natural Gas
(1987)
Daniel B. Sergott, 47
(1,2,3,4,5,7)
Treasurer
(2006)
Jacqueline K. Shea, 58 (1,7)
Vice President and
Chief Information Officer
(2016)
Mark F. Valori, 59 (3)
Vice President — NJR Clean
Energy Ventures
(2010)
John B. Wyckoff, 54 (2)
Vice President—
Energy Delivery,
New Jersey Natural Gas
(1989)
9
PRESENTING OUR
FISCAL 2022 FORM 10-K
Our fiscal 2022 Report on Form 10-K (the 10-K)
includes financial statements for New Jersey
Resources Corporation (NJR). It also includes
detailed information about each of our subsidiaries
and the competitive environments of our
businesses, properties we own and other matters.
All publicly held companies in the United States are
required to file a 10-K report with the U.S. Securities
and Exchange Commission (the SEC) every year.
Our 10-K is required by the rules and regulations
of the SEC to contain certain company information
in addition to the financial information included
in our previous annual reports to shareowners. We
are supplying our 2022 10-K (without exhibits)
consistent with our commitment to provide
transparency and full disclosure to our shareowners.
The fiscal 2022 10-K is amended, supplemented
and updated by any amendment we may file, and
by all of the quarterly reports on Form 10-Q and
current reports on Form 8-K we file or furnish with
the SEC during the year. We urge you to read all
such reports. Copies may be obtained as described
under “Request for Documents” on the inside back
cover of this Annual Report.
Form 10-K Overview
This Annual Report is not a part of, and should not
be considered to be included in, our 2022 10-K.
The following listing, which includes highlights of
the 2022 Form 10-K, can help you find information
easily. A comprehensive Table of Contents with the
page number for each item can be found on page
“i” of the 2022 10-K.
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Part I: NJR’s Business includes:
• Detailed descriptions of NJR subsidiaries
• Risk factors related to our business
• Information about our executive officers
• Description of properties owned and operated
by NJR
• Legal proceedings
Part II: Item 5 includes:
• Five-year comparison of cumulative total returns
of NJR common stock.
Items 7 and 7A include:
• Management’s discussion and analysis of financial
condition and results of operations
• Quantitative and qualitative disclosures about
market risk
Items 8 and 9 include:
• Management’s report on internal control over
financial reporting
• Report of independent registered public
accounting firm
• Financial statements and notes for NJR
• Supplementary financial information (unaudited)
Part III: Information about Board Members,
Executive Officers, Governance, Shareowners
and Auditors includes:
• Members of the board of directors and
executive officers
• Corporate governance
• Executive compensation
• NJR’s shareowners and related matters
• Related-person transactions
• Director independence
• Accounting fees, each of which are incorporated
by reference to NJR’s proxy statement
Part IV: Exhibits and Signatures include:
• Index of exhibits
• Signatures of members of the board of directors
and certain officers
FORM 10-K
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12
–
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission file number 001-08359
NEW JERSEY RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of
incorporation or organization)
1415 Wyckoff Road, Wall, New Jersey 07719
(Address of principal executive offices)
22-2376465
(I.R.S. Employer
Identification Number)
(732) 938-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class
Common Stock - $2.50 Par Value
Trading symbol(s)
NJR
Securities registered pursuant to Section 12 (g) of the Act:
None
Name of each exchange on which registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☒ Yes ☐ No
☐ Yes ☒ No
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report.
☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
The aggregate market value of the registrant’s common stock held by non-affiliates was $4,388,979,332 based on the closing price of $45.86 per share on
March 31, 2022, as reported on the New York Stock Exchange.
The number of shares outstanding of $2.50 par value common stock as of November 14, 2022 was 96,386,496.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareowners (Proxy Statement) to be held on January 25, 2023, are incorporated
by reference into Part I and Part III of this report.
New Jersey Resources Corporation
TABLE OF CONTENTS
Glossary of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Information Concerning Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
PART II
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
PART III*
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Organizational Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reporting Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Natural Gas Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Clean Energy Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Energy Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Storage and Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Business Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Home Services and Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Human Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Information About our Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . .
[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Report on Internal Control over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 1. Nature of the Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 2. Summary of Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 3. Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 4. Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 5. Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 6. Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 7. Investments in Equity Investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 8. Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 9. Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 10. Stock-Based Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 11. Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 12. Asset Retirement Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 13. Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 14. Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 15. Commitments and Contingent Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 16. Common Stock Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 17. Reporting Segment and Other Operations Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note 18. Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Index to Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
* Portions of Item 10 and Items 11-14 are Incorporated by Reference from the Proxy Statement.
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i
New Jersey Resources Corporation
GLOSSARY OF KEY TERMS
Adelphia Gateway
AFUDC
AMA
ARO
ASC
ASU
Bcf
BGSS
BPU
CARES Act
CIP
Clean Energy Ventures
CME
COVID-19
CR&R
Degree-day
DEI
DRP
Dths
EDECA
EE
EMP
Energy Services
Exchange Act
FASB
FCM
FERC
Financial Margin
Fitch
FMB
GAAP
GWRA
HCCTR
Home Services and Other
ICE
IIP
IRS
ISDA
ITC
LDCC
Leaf River
LNG
MGP
MMBtu
Moody’s
Mortgage Indenture
MW
MWh
NAESB
Adelphia Gateway, LLC
Allowance for Funds Used During Construction
Asset Management Agreement
Asset Retirement Obligations
Accounting Standards Codification
Accounting Standards Update
Billion Cubic Feet
Basic Gas Supply Service
New Jersey Board of Public Utilities
Coronavirus Aid, Relief, and Economic Security Act
Conservation Incentive Program
Clean Energy Ventures segment
Chicago Mercantile Exchange
Novel coronavirus disease
Commercial Realty & Resources Corp.
The measure of the variation in the weather based on the extent to which the average daily
temperature falls below 65 degrees Fahrenheit
Diversity, equity and inclusion
NJR Direct Stock Purchase and Dividend Reinvestment Plan
Dekatherms
Electric Discount and Energy Competition Act
Energy Efficiency
New Jersey Energy Master Plan
Energy Services segment
Securities Exchange Act of 1934, as amended
Financial Accounting Standards Board
Futures Commission Merchant
Federal Energy Regulatory Commission
A non-GAAP financial measure, which represents revenues earned from the sale of natural
gas less costs of natural gas sold including any transportation and storage costs, and excludes
certain operations and maintenance expense and depreciation and amortization, as well as any
accounting impact from the change in the fair value of certain derivative instruments
Fitch Ratings Company
First Mortgage Bond
Generally Accepted Accounting Principles of the United States
Global Warming Response Act of 2007
Health Care Cost Trend Rate
Home Services and Other Operations
Intercontinental Exchange
Infrastructure Investment Program
Internal Revenue Service
The International Swaps and Derivatives Association
Federal Investment Tax Credit
Leadership Development and Compensation Committee
Leaf River Energy Center LLC
Liquefied Natural Gas
Manufactured Gas Plant
Million British Thermal Units
Moody’s Investors Service, Inc.
The Amended and Restated Indenture of Mortgage, Deed of Trust and Security Agreement
between NJNG and U.S. Bank National Association dated as of September 1, 2014, as
amended
Megawatts
Megawatt Hour
The North American Energy Standards Board
Page 1
New Jersey Resources Corporation
GLOSSARY OF KEY TERMS (cont.)
NAV
Natural Gas Distribution
NFE
NJ RISE
NJCEP
NJDEP
NJNG
NJNG Credit Facility
NJR Credit Facility
NJR or The Company
NJRCEV
NJRES
NJRHS
Non-GAAP
NPNS
NYMEX
OASDI
OCI
O&M
OPEB
PBO
PennEast
PEP
PIM
PPA
RAC
REC
SAFE II
Sarbanes-Oxley
SAVEGREEN
Savings Plan
SBC
SEC
Securities Act
SOFR
SREC
SRL
S&P
Steckman Ridge
Storage and Transportation
TETCO
The Inflation Reduction Act
The Tax Act
Net Asset Value
Natural Gas Distribution segment
Net Financial Earnings
New Jersey Reinvestment in System Enhancement
New Jersey’s Clean Energy Program
New Jersey Department of Environmental Protection
New Jersey Natural Gas Company
The $250 million unsecured committed credit facility expiring in September 2027
The $650 million unsecured committed credit facility expiring in September 2027
New Jersey Resources Corporation
NJR Clean Energy Ventures Corporation
NJR Energy Services Company
NJR Home Services Company
Not in accordance with GAAP
Normal Purchase/Normal Sale
New York Mercantile Exchange
Old Age, Survivors and Disability Insurance tax
Other Comprehensive Income
Operations and Maintenance
Other Postemployment Benefit Plans
Projected Benefit Obligation
PennEast Pipeline Company, LLC
Pension Equalization Plan
Pipeline Integrity Management
Power Purchase Agreement
Remediation Adjustment Clause
Renewable Energy Certificate
Safety Acceleration and Facility Enhancement Program, Phase II
Sarbanes-Oxley Act of 2002
The SAVEGREEN Project®
Employees’ Retirement Savings Plan
Societal Benefits Charge
Securities and Exchange Commission
Securities Act of 1933, as amended
Secured Overnight Financing Rate
Solar Renewable Energy Certificate
Southern Reliability Link
Standard & Poor’s Financial Services, LLC
Collectively, Steckman Ridge GP, LLC and Steckman Ridge, LP
Storage and Transportation segment
Texas Eastern Transmission
The Inflation Reduction Act of 2022
An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution
on the Budget for Fiscal Year 2018, previously known as The Tax Cuts and Jobs Act of 2017
Transition Renewable Energy Certificate
U.S. Bank National Association
Total Shareholder Return
The United States of America
International Brotherhood of Electrical Workers Local 1820
Universal Service Fund
A non-GAAP financial measure, which represents operating revenues less natural gas
purchases, sales tax, and regulatory rider expense, and excludes certain operations and
maintenance expense and depreciation and amortization
TREC
Trustee
TSR
U.S.
Union
USF
Utility Gross Margin
Page 2
New Jersey Resources Corporation
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this report, including, without limitation, statements as to management expectations, assumptions and
beliefs presented in Part I, Item 1. Business and Item 3. Legal Proceedings, and in Part II, Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations and Item 7A. Quantitative and Qualitative Disclosures About Market Risk, and in the notes to
the financial statements, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also be identified
by the use of forward-looking terminology such as “anticipate,” “estimate,” “may,” “could,” “might,” “intend,” “expect,” “believe,” “will,”
“plan” or “should” or comparable terminology and are made based upon management’s current expectations, assumptions and beliefs as of
this date concerning future developments and their potential effect on us. There can be no assurance that future developments will be in
accordance with management’s expectations, assumptions or beliefs, or that the effect of future developments on us will be those anticipated
by management.
We caution readers that the expectations, assumptions and beliefs that form the basis for forward-looking statements regarding customer
growth, customer usage, qualifications for ITCs, RECs, future rate case proceedings, financial condition, results of operations, cash flows,
capital requirements, future capital expenditures, market risk, effective tax rate and other matters for fiscal 2022 and thereafter include many
factors that are beyond our ability to control or estimate precisely, such as estimates of future market conditions, the behavior of other market
participants and changes in the debt and equity capital markets. The factors that could cause actual results to differ materially from our
expectations, assumptions and beliefs include, but are not limited to, those discussed in Part I, Item 1A. Risk Factors, as well as the following,
which are neither presented in order of importance nor weighted:
•
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•
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our ability to obtain governmental and regulatory approvals, land-use rights, electric grid connection (in the case of clean energy projects) and/or
financing for the construction, development and operation of our unregulated energy investments, pipeline transportation systems and NJNG and
Storage and Transportation infrastructure projects, in a timely manner;
risks associated with our investments in clean energy projects, including the availability of regulatory incentives and federal tax credits, the
availability of viable projects, our eligibility for ITCs, the future market for RECs and electricity prices, our ability to complete construction of
the projects and operational risks related to projects in service;
risks associated with acquisitions and the related integration of acquired assets with our current operations;
our ability to comply with current and future regulatory requirements;
commercial and wholesale credit risks, including the availability of creditworthy customers and counterparties, and liquidity in the wholesale
energy trading market;
volatility of natural gas and other commodity prices and their impact on NJNG customer usage, NJNG’s BGSS incentive programs, Energy
Services operations and our risk management efforts;
the performance of our subsidiaries;
access to adequate supplies of natural gas and dependence on third-party storage and transportation facilities for natural gas supply;
the level and rate at which NJNG’s costs and expenses are incurred and the extent to which they are approved for recovery from customers
through the regulatory process, including through future base rate case filings;
impacts of inflation, including the current inflationary environment, and increased natural gas costs;
the impact of a disallowance of recovery of environmental-related expenditures and other regulatory changes;
operating risks incidental to handling, storing, transporting and providing customers with natural gas;
demographic changes in our service territory and their effect on our customer growth;
changes in rating agency requirements and/or credit ratings and their effect on availability and cost of capital to the Company;
the impact of volatility in the equity and credit markets on our access to capital, including the risks, political and economic disruption and
uncertainty related to Russia’s military invasion of Ukraine, and the international community’s responses;
risks of prolonged constriction of credit availability in the markets and our ability to secure short-term financing;
our ability to comply with debt covenants;
the results of legal or administrative proceedings with respect to claims, rates, environmental issues, natural gas cost prudence reviews and other
matters;
risks related to the impact and uncertainty of COVID-19, as well as impacts on business operations, supply chain, financial performance and
condition and cash flows;
risks related to cyberattacks or failure of information technology systems;
the impact to the asset values and resulting higher costs and funding obligations of our pension and postemployment benefit plans as a result of
potential downturns in the financial markets and/or reductions in bond yields;
accounting effects and other risks associated with hedging activities and use of derivatives contracts;
our ability to optimize our physical assets;
weather and economic conditions, including those changes in weather and weather patterns that could be attributable to climate change;
the costs of compliance with present and future environmental laws, potential climate change-related legislation or any legislation resulting from
the 2019 New Jersey Energy Master Plan;
uncertainties related to litigation, regulatory, administrative or environmental proceedings;
changes to tax laws and regulations, including our ability to optimize those changes brought about by the passage of the Inflation Reduction Act;
any potential need to record a valuation allowance for our deferred tax assets;
the impact of natural disasters, terrorist activities, pandemic illness, war and other extreme events on our operations and customers;
the delay or prevention of a favorable transaction due to change in control provisions or laws;
risks related to our employee workforce and succession planning;
risks associated with the management of our joint ventures and partnerships; and
risks associated with keeping pace with technological change.
Forward-looking statements made in this report apply only as of the date of this report. While we periodically reassess material trends
and uncertainties affecting our results of operations and financial condition in connection with the preparation of management’s discussion
and analysis of results of operations and financial condition contained in our Quarterly and Annual Reports on Form 10-Q and Form 10-K,
respectively, we do not, by including this statement, assume any obligation to review or revise any particular forward-looking statement
referenced herein in light of future events.
Page 3
New Jersey Resources Corporation
Part I
ITEM 1. BUSINESS
ORGANIZATIONAL STRUCTURE
New Jersey Resources Corporation is a New Jersey corporation and a diversified energy services holding company
whose principal business is the distribution of natural gas through a regulated utility, investing in and operating clean energy
projects and natural gas storage and transportation assets, and providing other retail and wholesale energy services to
customers. We are an exempt holding company under Section 1263 of the Energy Policy Act of 2005.
Our primary subsidiaries include the following:
New Jersey Natural Gas Company provides regulated natural gas utility service to approximately 569,300
residential and commercial customers throughout Burlington, Middlesex, Monmouth, Morris, Ocean and Sussex
counties in New Jersey and participates in the off-system sales and capacity release markets. NJNG, a local natural
gas distribution company, is regulated by the BPU and comprises the Company’s Natural Gas Distribution segment.
NJR Clean Energy Ventures Corporation includes the results of operations and assets related to the Company’s
unregulated capital investments in clean energy projects, including commercial and residential solar projects.
NJRCEV comprises the Company’s Clean Energy Ventures segment.
NJR Energy Services Company maintains and transacts around a portfolio of physical assets consisting of natural
gas transportation and storage contracts in the U.S. and Canada. NJRES also provides unregulated wholesale energy
management services to other energy companies and natural gas producers. NJRES comprises our Energy Services
segment.
NJR Midstream Holdings Corporation, which comprises the Storage and Transportation segment, invests in
energy-related ventures through its subsidiaries: NJR Midstream Company, which includes our wholly-owned
subsidiaries of Leaf River, located in southeastern Mississippi, and Adelphia Gateway, located in eastern
Pennsylvania, which are subject to FERC regulation, along with our 20 percent ownership in PennEast; and NJR
Steckman Ridge Storage Company, which holds our 50 percent combined ownership interest in Steckman Ridge,
located in Pennsylvania. See Note 7. Investments in Equity Investees for more information on PennEast and Steckman
Ridge.
NJR Home Services Company provides heating, ventilation and cooling service, sales and installation of appliances
to approximately 103,100 service contract customers, as well as solar installation projects, and is the primary
contributor to Home Services and Other operations.
Page 4
New Jersey Resources Corporation
Part I
ITEM 1. BUSINESS (Continued)
REPORTING SEGMENTS
We operate within four reporting segments: Natural Gas Distribution, Clean Energy Ventures, Energy Services and Storage
and Transportation.
Natural Gas Distribution consists of regulated natural gas services, off-system sales, capacity and storage management
operations. Energy Services consists of unregulated wholesale and retail energy operations, as well as energy management
services. Clean Energy Ventures consists of capital investments in clean energy projects. Storage and Transportation consists of
operations and investments in the natural gas storage and transportation market, such as natural gas storage and transportation
facilities.
Net income by reporting segment and other business operations for the fiscal years ended September 30, are as follows:
Storage and Transportation incurred a net loss of $67.8 million during fiscal 2021 and Energy Services incurred a net loss of
$11.0 million during fiscal 2020, which are not shown clearly in the above graph.
Assets composition by reporting segment and other business operations at September 30, are as follows:
2022
2021
Page 5
($ in Thousands)$274,922$117,890$163,007$140,124$107,375$126,902$39,403$16,789$22,111$69,650$58,957$26,598$18,311Natural Gas DistributionClean Energy VenturesEnergy ServicesStorage and TransportationHome Services and Other202220212020$0$20,000$40,000$60,000$80,000$100,000$120,000$140,000$160,000$180,000$200,000$220,000$240,000$260,000$280,000$300,000Natural Gas Distribution 62%Clean Energy Ventures 15%Energy Services 5%Storage and Transportation 15%Home Services and Other 3%Natural Gas Distribution 62%Clean Energy Ventures 15%Energy Services 6%Storage and Transportation 14%Home Services and Other 3%
New Jersey Resources Corporation
Part I
ITEM 1. BUSINESS (Continued)
Management uses NFE, a non-GAAP financial measure, when evaluating its operating results. NFE is a measure of the
earnings based on eliminating timing differences surrounding the recognition of certain gains or losses to effectively match the
earnings effects of the economic hedges with the physical sale of natural gas and, therefore, eliminates the impact of volatility to
GAAP earnings associated with the derivative instruments. Energy Services economically hedges its natural gas inventory with
financial derivative instruments and calculates the related tax effect based on the statutory rate. 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 and 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.
Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP, and should be considered in addition
to, and not as a substitute for, the comparable GAAP measure. The following is a reconciliation of consolidated net income, the
most directly comparable GAAP measure, to NFE for the fiscal years ended September 30:
(Thousands)
Net income
Add:
Unrealized (gain) loss on derivative instruments and related transactions
Tax effect
Effects of economic hedging related to natural gas inventory
Tax effect
(Gain on) impairment of equity method investment
Tax effect
NFE
Basic earnings per share
Add:
2022
2021
$ 274,922 $ 117,890 $ 163,007
2020
(59,906)
14,248
19,939
(4,738)
(5,521)
1,377
54,203
(12,887)
(42,405)
10,078
92,000
(11,167)
(9,644)
2,296
12,690
(3,016)
—
—
$ 240,321 $ 207,712 $ 165,333
1.72
$
2.86 $
1.23 $
Unrealized (gain) loss on derivative instruments and related transactions
Tax effect
Effects of economic hedging related to natural gas inventory
Tax effect
(Gain on) impairment of equity method investment
Tax effect
Basic NFE per share
(0.62)
0.15
0.21
(0.05)
(0.06)
0.01
2.50 $
0.56
(0.13)
(0.44)
0.10
0.96
(0.12)
2.16 $
(0.10)
0.02
0.13
(0.03)
—
—
1.74
$
NFE by reporting segment and other business operations for the fiscal years ended September 30, are as follows:
NFE at Energy Services was a loss of $7.9 million during fiscal 2020, which is not shown clearly in the above graph.
Page 6
($ in Thousands)$240,321$207,712$165,333$140,124$107,375$126,902$39,403$16,789$22,111$39,121$71,117$22,454$13,046$18,311Natural Gas DistributionClean Energy VenturesEnergy ServicesStorage and TransportationHome Services and Other202220212020$0$25,000$50,000$75,000$100,000$125,000$150,000$175,000$200,000$225,000$250,000
New Jersey Resources Corporation
Part I
ITEM 1. BUSINESS (Continued)
Natural Gas Distribution
General
Natural Gas Distribution consists of regulated utility operations that provide natural gas service to approximately 569,300
customers. NJNG’s service territory includes Burlington, Middlesex, Monmouth, Morris, Ocean and Sussex counties in New
Jersey. It encompasses 1,516 square miles, covering 108 municipalities with an estimated population of 1.5 million people. It is
primarily suburban, highlighted by approximately 100 miles of New Jersey coastline. It is in close proximity to New York City,
Philadelphia and the metropolitan areas of northern New Jersey, and is accessible through a network of major roadways and
mass transportation.
NJNG’s business is subject to various risks, such as those associated with adverse economic conditions, which can
negatively impact customer growth and operating and financing costs; fluctuations in commodity prices, which can impact
customer usage; certain regulatory actions; and environmental remediation. It is often difficult to predict the impact of trends
associated with these risks. NJNG employs strategies to pursue customer conversions from other fuel sources and monitor new
construction markets through contact with developers, utilize incentive programs through BPU-approved mechanisms to reduce
natural gas costs, pursue rate and other regulatory strategies designed to stabilize and decouple gross margin, and work actively
with consultants and the NJDEP to manage expectations related to its obligations associated with its former MGP sites.
Operating Revenues/Throughput
For the fiscal years ended September 30, operating revenues and throughput by customer class for Natural Gas
Distribution are as follows:
($ in thousands)
Residential
Commercial and other
Firm transportation
Total residential and commercial
Interruptible/off-tariff agreements
Total system
BGSS incentive programs (1)
Total
Bcf
2022
Operating
Revenue
$ 598,433
140,727
80,915
820,075
9,740
829,815
298,952
45.5
8.7
13.0
67.2
32.4
99.6
44.5
$ 1,128,767 144.1
2021
Bcf
Operating
Revenue
$ 484,407
103,341
69,353
657,101
7,239
664,340
67,456
46.2
8.6
13.7
68.5
22.9
91.4
20.8
$ 731,796 112.2
2020
Bcf
Operating
Revenue
$ 500,271
44.6
98,463
8.2
66,871
13.3
665,605
66.1
6,322
30.9
97.0
671,927
57,996 118.4
$ 729,923 215.4
(1) Does not include 50.7, 80.5 and 86.3 Bcf for the capacity release program and related amounts of approximately $683,000, $3.1 million and $3.1 million,
which are recorded as a reduction of natural gas purchases on the Consolidated Statements of Operations during fiscal 2022, 2021 and 2020, respectively.
NJNG added 7,808 and 7,854 new customers during fiscal 2022 and 2021, respectively. NJNG expects its annual
customer growth rate to be approximately 1.6 percent. This anticipated customer growth represents approximately $7.7 million
in new annual Utility Gross Margin, a non-GAAP financial measure, as calculated under NJNG’s current CIP tariff. For a
reconciliation of Utility Gross Margin to gross margin see Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations-Natural Gas Distribution.
In fiscal 2022, no single customer represented more than 10 percent of consolidated operating revenues.
Seasonality of Natural Gas Revenues
Therm sales are significantly affected by weather conditions, with customer demand being greatest during the winter
months when natural gas is used for heating purposes. The relative measurement of the impact of weather is in Degree-days.
Degree-day data is used to estimate amounts of energy required to maintain comfortable indoor temperature levels based on
each day’s average temperature. Each degree of temperature below 65 degrees Fahrenheit is counted as one heating Degree-
day. Normal heating Degree-days are based on a 20-year average, calculated based on three reference areas representative of
NJNG’s service territory.
Page 7
New Jersey Resources Corporation
Part I
ITEM 1. BUSINESS (Continued)
CIP, a mechanism authorized by the BPU, stabilizes NJNG’s Utility Gross Margin, regardless of variations in weather. In
addition, CIP decouples the link between Utility Gross Margin and customer usage, allowing NJNG to promote energy
conservation measures. Recovery of Utility Gross Margin is subject to additional conditions, including an earnings test, a
revenue test and an evaluation of BGSS-related savings achieved over a 12-month period. The BPU approved the continuation
of the CIP program with no expiration date.
Concurrent with its annual BGSS filing, NJNG files for an annual review of its CIP, at which time it can request rate
changes, as appropriate. For additional information regarding CIP, including rate actions and impact to margin, see Note 4.
Regulation in the accompanying Consolidated Financial Statements and Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations-Natural Gas Distribution.
Natural Gas Supply
Firm Natural Gas Supplies
In fiscal 2022, NJNG purchased natural gas from approximately 59 suppliers under contracts ranging from one day to
seven months and purchased over 10 percent of its natural gas from two suppliers. NJNG believes the loss of either of these
suppliers would not have a material adverse impact on its results of operations, financial position or cash flows, as an adequate
number of alternative suppliers exist. NJNG believes that its supply strategy should adequately meet its expected firm load for
the upcoming winter season.
Firm Transportation and Storage Capacity
NJNG maintains agreements for firm transportation and storage capacity with several interstate pipeline companies to
take delivery of firm natural gas supplies, which ensures the ability to reliably service its customers. NJNG receives natural gas
at 11 citygate stations located in Burlington, Middlesex, Morris and Passaic counties in New Jersey.
The pipeline companies that provide firm transportation service to NJNG’s citygate stations, the maximum daily
deliverability of that capacity and the contract expiration dates are as follows:
Pipeline
Texas Eastern Transmission, L.P.
Columbia Gas Transmission Corp.
Tennessee Gas Pipeline Co.
Transcontinental Gas Pipe Line Corp.
Algonquin Gas Transmission
Total
Dths (1)
383,588
50,000
25,166
332,531
12,000
803,285
Expiration
2023-2025
2024-2030
2024-2028
2023-2033
2024
(1) Numbers are shown net of any capacity release contracted amounts.
Eastern Gas Transmission and Storage, Inc. and Adelphia Gateway provide NJNG upstream firm contract transportation
service and supply pipelines included in the table above.
In addition, NJNG has storage contracts that provide an additional 102,941 Dths of maximum daily deliverability to
NJNG’s citygate stations from storage fields in its Northeast market area. The storage suppliers, the maximum daily
deliverability of that storage capacity and the contract expiration dates are as follows:
Pipeline
Texas Eastern Transmission, L.P.
Transcontinental Gas Pipe Line Corp.
Total
Dths
94,557
8,384
102,941
Expiration
2024
2028
NJNG also has upstream storage contracts. The maximum daily deliverability and contract expiration dates are as
follows:
Company
Eastern Gas Transmission and Storage
Steckman Ridge, L.P.
Stagecoach Pipeline & Storage Company LLC
Total
Expiration
2023-2026
2025
2028
Dths
286,829
38,000
25,337
350,166
Page 8
New Jersey Resources Corporation
Part I
ITEM 1. BUSINESS (Continued)
NJNG utilizes its transportation contracts to transport natural gas to NJNG’s citygates from the Eastern Gas Transmission
and Storage, Inc., Steckman Ridge and Stagecoach Pipeline & Storage Company LLC storage fields. NJNG has sufficient firm
transportation, storage and supply capacity to fully meet its firm sales contract obligations.
Citygate Supplies from Energy Services
NJNG has one AMA with Energy Services. NJNG and Energy Services have an agreement where NJNG releases 7,150
Dths/day of TETCO capacity, 2,200 Dths/day of Eastern Gas Transmission and Storage, Inc. capacity, 10,728 Dths/day of
Tennessee Gas Pipeline capacity and 1.6 million Dths of Stagecoach Pipeline & Storage Company LLC storage capacity to
Energy Services through March 31, 2023. NJNG can call upon a supply of up to 14,300 Dths/day delivered to NJNG’s TETCO
citygate through March 31, 2023. Energy Services manages the storage inventory and NJNG can call on that storage supply as
needed at NJNG’s Tennessee citygate or storage point.
Peaking Supply
To manage its winter peak day demand, NJNG maintains two LNG facilities with a combined deliverability of
approximately 170,000 Dths/day, which represents approximately 18 percent of its estimated peak day sendout. NJNG’s
liquefaction facility allows NJNG to convert natural gas into LNG to fill NJNG’s existing LNG storage tanks. See Item 2.
Properties-Natural Gas Distribution for additional information regarding the LNG storage facilities.
Basic Gas Supply Service
BGSS is a BPU-approved clause designed to allow for the recovery of natural gas commodity costs on an annual basis.
The clause requires all New Jersey natural gas utilities to make an annual filing by each June 1 for review of BGSS rates and to
request a potential rate change effective the following October 1. The BGSS also allows each natural gas utility to provisionally
increase residential and small commercial customer BGSS rates on December 1 and February 1 for up to a five percent increase
to the average residential heat customer’s bill on a self-implementing basis with proper notice. Such increases are subject to
subsequent BPU review and final approval.
In addition to making periodic rate adjustments to reflect changes in commodity prices, NJNG is also permitted to refund
or credit back a portion of the commodity costs to customers when the natural gas commodity costs decrease in comparison to
amounts projected or to amounts previously collected from customers. Decreases in the BGSS rate and BGSS refunds can be
implemented with five days’ notice to the BPU. Rate changes, as well as other regulatory actions related to BGSS, are discussed
further in Note 4. Regulation in the accompanying Consolidated Financial Statements.
Wholesale natural gas prices are, by their nature, volatile. NJNG mitigates the impact of volatile price changes on
customers through the use of financial derivative instruments, which are part of its storage incentive program and its BGSS
clause.
Future Natural Gas Supplies
NJNG expects to meet the natural gas requirements for existing and projected firm customers. If NJNG’s long-term
natural gas requirements change, NJNG expects to renegotiate and restructure its contract portfolio to better match the changing
needs of its customers and changing natural gas supply landscape.
Regulation and Rates
State
NJNG is subject to the jurisdiction of the BPU with respect to a wide range of matters such as base rates and regulatory
rider rates, the issuance of securities, the safety and adequacy of service, the manner of keeping its accounts and records, the
sufficiency of natural gas supply, pipeline safety, environmental issues, compliance with affiliate standards and the sale or
encumbrance of its properties. See Note 4. Regulation in the accompanying Consolidated Financial Statements for additional
information regarding NJNG’s rate proceedings.
Federal
FERC regulates rates charged by interstate pipeline companies for the transportation and storage of natural gas. This
affects NJNG’s agreements with several interstate pipeline companies for the purchase of such services. Costs associated with
these services are currently recoverable through the BGSS.
Page 9
New Jersey Resources Corporation
Part I
ITEM 1. BUSINESS (Continued)
Competition
Although its franchises are nonexclusive, NJNG is not currently subject to competition from other natural gas distribution
utilities with regard to the transportation of natural gas in its service territory. Due to significant distances between NJNG’s
current large industrial customers and the nearest interstate natural gas pipelines, as well as the availability of its transportation
tariff, NJNG currently does not believe it has significant exposure to the risk that its distribution system will be bypassed.
Competition does exist from suppliers of oil, electricity and propane. At the present time, however, natural gas is used in over
95 percent of new construction due to its efficiency, reliability and price advantage. Natural gas prices are a function of market
supply and demand. Although NJNG believes natural gas will remain competitive with alternate fuels, no assurance can be
given in this regard.
The BPU, within the framework of the EDECA, fully opened NJNG’s residential markets to competition, including third-
party suppliers, and restructured rates to segregate its BGSS and delivery (i.e., transportation) prices. New Jersey’s natural gas
utilities must provide BGSS in the absence of a third-party supplier. On September 30, 2022, NJNG had 17,316 residential and
8,397 commercial and industrial customers utilizing the transportation service.
Clean Energy Ventures
Clean Energy Ventures invests in, owns and operates clean energy projects, including commercial and residential solar
installations located in New Jersey, Connecticut, Rhode Island and New York.
As of September 30, 2022, Clean Energy Ventures has approximately 386.6 MW of ITC-eligible solar capacity in service,
including a combination of residential and commercial net-metered and grid-connected solar systems.
As part of its solar investment portfolio, Clean Energy Ventures operates a residential and small commercial solar
program, The Sunlight Advantage®, that provides qualifying homeowners and small business owners with the opportunity to
have a solar system installed at their home or place of business with no installation or maintenance expenses. Clean Energy
Ventures owns, operates and maintains the system over the life of the lease in exchange for monthly lease payments. The
program is operated by Clean Energy Ventures using qualified contracting partners in addition to strategic suppliers for material
standardization and sourcing. The residential solar lease and PPA market is highly competitive, with a large number of
companies operating in New Jersey. Clean Energy Ventures competes on price, quality and brand reputation, leveraging its
partner network and customer referrals.
Clean Energy Ventures’ commercial solar projects are sourced through various channels and include both net-metered and
grid-connected systems. Net-metered projects involve the sale of energy to a host and grid-connected systems into the
wholesale energy markets. Project construction is competitively sourced through third parties. New Jersey has the eighth largest
solar market in the U.S., according to the Solar Energy Industries Association®, with a large number of firms competing in all
facets of the market including development, financing and construction.
Our solar systems are registered and certified with the BPU’s Office of Clean Energy and qualified to produce RECs. One
REC is created for every MWh of electricity produced by a solar generator. Clean Energy Ventures sells SRECs generated to a
variety of counterparties, including electric load-serving entities that serve electric customers in New Jersey and are required to
comply with the solar carve-out of the Renewable Portfolio Standard, a regulation that requires the increased production
of energy from renewable energy sources. Solar projects are also currently eligible for federal ITCs in the year that they are
placed into service. In December 2019, the BPU established the TREC as the interim program successor to the SREC program.
TRECs provide a fixed compensation base multiplied by an assigned project factor in order to determine their value. The
project factor is determined by the type and location of the project, as defined. All TRECs generated are required to be
purchased monthly by a TREC program administrator as appointed by the BPU.
In July 2021, the BPU approved the first portion of the solar successor program for net-metered projects under 5 MWs.
The new program opened to new applications on August 28, 2021. Incentives are structured as a 15-year fixed incentive
ranging from $70 to $120/MWh depending on market segment, project siting and size. The second phase of the successor
program is expected to include a competitive bid solicitation for projects greater than 5 MWs, with the solicitation program
format and rules expected to be finalized in 2023.
Clean Energy Ventures is subject to various risks including those associated with adverse federal and state legislation and
regulatory policies, electric grid connection, supply chain and/or construction delays that can impact the timing or eligibility of
tax incentives, technological changes and the future market of RECs. See Item 1A. Risk Factors for additional information
regarding these risks.
Page 10
New Jersey Resources Corporation
Part I
ITEM 1. BUSINESS (Continued)
Energy Services
Energy Services consists of unregulated wholesale and retail natural gas operations and provides producer and asset
management services to a diverse customer base across North America. Energy Services has acquired contractual rights to
natural gas transportation and storage assets it utilizes to implement its strategic and opportunistic market strategies. The rights
to these assets were acquired in anticipation of delivering natural gas, performing asset management services for customers or
identifying strategic opportunities that exist in or between the market areas that it serves. These opportunities are driven by
price differentials between market locations and/or time periods. Energy Services’ activities are conducted in the market areas
in which it has strong expertise, including the U.S. and Canada. Energy Services differentiates itself in the marketplace based
on price, reliability and quality of service. Its competitors include wholesale marketing and trading companies, utilities, natural
gas producers and financial institutions. Energy Services’ portfolio of customers includes regulated natural gas distribution
companies, industrial companies, electric generators, natural gas/liquids processors, retail aggregators, wholesale marketers and
natural gas producers.
While focusing on maintaining a low-risk operating and counterparty credit profile, Energy Services’ activities
specifically consist of the following elements:
• Providing natural gas portfolio management services to nonaffiliated and our affiliated natural gas utility, electric
generation facilities and natural gas producers;
• Managing strategies for new and existing natural gas transportation and storage assets to capture value from changes
in price due to location or timing differences as a means to generate Financial Margin;
• Managing transactional logistics to minimize the cost of natural gas delivery to customers while maintaining security
of supply. Transactions utilize the most optimal and advantageous natural gas supply transportation routing available
within its contractual asset portfolio and various market areas; and
• Managing economic hedging programs that are designed to mitigate the impact of changes in market prices on
Financial Margin generated on its natural gas transportation and storage commitments.
In an effort to deliver more predictable earnings contributions, reduce earnings volatility and monetize the value of its
natural gas transportation portfolio, Energy Services entered into a series of AMAs in December 2020 with an investment grade
public utility to release pipeline capacity associated with certain natural gas transportation contracts. The AMAs include a series
of initial and permanent releases, which commenced on November 1, 2021. NJR will receive a total of approximately $260
million in cash from fiscal 2022 through fiscal 2024 and $34 million per year from fiscal 2025 through fiscal 2031 under the
agreements.
During fiscal 2022, Energy Services did not purchase over 10 percent of its natural gas from any one supplier.
Transportation and Natural Gas Storage Transactions
Energy Services focuses on creating value from the use of its physical assets, which are typically amassed through
contractual rights to natural gas transportation and storage capacity. These assets become more valuable when favorable price
changes occur that impact the value between or within market areas and across time periods. On a forward basis, Energy
Services may hedge these price differentials through the use of financial instruments. In addition, Energy Services may seek to
optimize these assets on a daily basis, as market conditions warrant, by evaluating natural gas supply and transportation
availability within its portfolio. This enables Energy Services to capture geographic pricing differences across various regions,
as delivered natural gas prices may change favorably as a result of market conditions. Energy Services may, for example,
initiate positions when intrinsic Financial Margin is present, and then enhance that Financial Margin as prices change across
regions or time periods.
Energy Services also engages in park and loan transactions with storage and pipeline operators, where Energy Services
will either borrow (receive a loan of) natural gas with an obligation to repay the storage or pipeline operator at a later date or
“park” natural gas with an obligation to withdraw at a later date. In these cases, Energy Services evaluates the economics of the
transaction to determine if it can capture pricing differentials in the marketplace and generate Financial Margin. Energy
Services evaluates deal attributes such as fixed fees, calendar-spread value from deal inception until volumes are scheduled to
be returned and/or repaid, as well as the time value of money. If this evaluation demonstrates that Financial Margin exists,
Energy Services may enter into the transaction and hedge with natural gas futures contracts, thereby locking in Financial
Margin.
Page 11
New Jersey Resources Corporation
Part I
ITEM 1. BUSINESS (Continued)
Energy Services maintains inventory balances to satisfy existing or anticipated sales of natural gas to its counterparties
and/or to create additional value, as described above. During fiscal 2022 and 2021, Energy Services managed and sold 231.1
Bcf and 382.0 Bcf of natural gas, respectively. In addition, as of September 30, 2022 and 2021, Energy Services had 10.8 Bcf
or $82.5 million of natural gas in storage and 18.8 Bcf or $77.8 million of natural gas in storage, respectively.
Weather/Seasonality
Energy Services activities are typically seasonal in nature as a result of changes in the supply and demand for natural gas.
Demand for natural gas is generally higher during the winter months when there may also be supply constraints; however,
during periods of milder temperatures, demand can decrease. In addition, demand for natural gas can also be high during
periods of extreme heat in the summer months, resulting from the need for additional natural gas supply for natural gas-fired
electric generation facilities. Accordingly, Energy Services can be subject to variations in earnings and working capital
throughout the year as a result of changes in weather.
Volatility
Energy Services’ activities are also subject to price volatility or supply/demand dynamics within its North American
wholesale markets, including in the Northeastern, Appalachian, Mid-Continent and Southeast regions. Changes in natural gas
supply can affect capacity values and Energy Services’ Financial Margin, which, as described below, is generated from the
optimization of transportation and storage assets. With its focus on risk management, Energy Services continues to diversify its
revenue stream by identifying new growth opportunities in producer and asset management services. Energy Services monitors
changing market dynamics and strategically adjusts its portfolio of transportation and storage assets, which currently includes
an average of approximately 25.4 Bcf of firm storage and 0.7 Bcf of firm transportation capacity.
Financial Margin
To economically hedge the commodity price risk associated with its existing and anticipated commitments for the
purchase and sale of natural gas, Energy Services enters into a variety of derivative instruments including, but not limited to,
futures contracts, physical forward contracts, financial swaps and options. These derivative instruments are accounted for at fair
value with changes in fair value recognized in earnings as they occur. Energy Services views Financial Margin, a non-GAAP
financial measure, as a key internal financial metric. For additional information regarding Financial Margin, see Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations-Energy Services.
Risk Management
In conducting its business, Energy Services mitigates risk by following formal risk management guidelines, including
transaction limits, segregation of duties and formal contract and credit review approval processes. Energy Services continuously
monitors and seeks to reduce the risk associated with its counterparty credit exposures. Our Risk Management Committee
oversees compliance with these established guidelines.
Storage and Transportation
Storage and Transportation includes investments in FERC-regulated interstate natural gas storage and transportation
assets and is comprised of the following subsidiaries:
• NJR Midstream Company owns and operates Leaf River, a 32.2 million Dth salt dome natural gas facility, located in
southeastern Mississippi, and the FERC-regulated Adelphia Gateway, which owns and operates an 84-mile pipeline
in southeastern Pennsylvania. NJR Midstream Company also holds a 20 percent equity method investment in
PennEast, whose project was cancelled in September 2021 and subsequently is dissolving the partnership; and
• NJR Steckman Ridge Storage Company holds our 50 percent equity method investment in Steckman Ridge.
Steckman Ridge is a Delaware limited partnership, jointly owned and controlled by our subsidiaries and subsidiaries
of Enbridge Inc., which built, owns and operates a natural gas storage facility with up to 12 Bcf of working natural
gas capacity in Bedford County, Pennsylvania. The facility has direct access to the TETCO and Eastern Gas
Transmission and Storage, Inc. pipelines and has access to the Northeast and Mid-Atlantic markets.
Page 12
New Jersey Resources Corporation
Part I
ITEM 1. BUSINESS (Continued)
OTHER BUSINESS OPERATIONS
Home Services and Other
Home Services and Other operations consist primarily of the following unregulated affiliates:
• NJRHS, which provides heating, ventilation and cooling service, sales and installation of appliances to approximately
103,100 service contract customers, as well as installation of solar equipment;
• NJR Plumbing Services, Inc., which provides plumbing repair and installation services;
• NJR Retail Company, which provides home warranty contracts:
• New Jersey Resources Corporation, a diversified energy services holding company;
• CR&R, which holds commercial real estate; and
• NJR Service Corporation, which provides shared administrative and financial services to the Company and all of its
subsidiaries and affiliates.
ENVIRONMENT
We, along with our subsidiaries, are subject to legislation and regulation by federal, state and local authorities with
respect to environmental matters. We believe that we are, in all material respects, in compliance with all applicable
environmental laws and regulations.
NJNG is responsible for the environmental remediation of identified former MGP sites, which contain contaminated
residues from former gas manufacturing operations that ceased at these sites by the mid-1950s and, in some cases, had been
discontinued many years earlier. NJNG periodically, and at least annually, performs an environmental review of the former
MGP sites, including a review of potential estimated liabilities related to the investigation and remedial action on these sites.
Based on this review, NJNG has estimated that the total future expenditures to remediate and monitor the former MGP sites for
which it is responsible will range from approximately $110.8 million to $167.1 million.
NJNG’s estimate of these liabilities is based upon known and measurable facts, existing technology and enacted laws and
regulations in place when the review was completed in fiscal 2022. 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. As of September 30,
2022, NJNG recorded an MGP remediation liability and a corresponding regulatory asset of $127.1 million on the Consolidated
Balance Sheets, based on the most likely amount; however, actual costs may differ from these estimates.
HUMAN CAPITAL RESOURCES
Employee Overview
NJR fundamentally believes that its employees make the Company a unique, successful organization – in creativity,
commitment, ingenuity, hard work and innovation. NJR employees fulfill the responsibilities that enable the Company to
deliver natural gas service to its customers; to be a leader in clean energy investments; to grow its storage and transportation
energy business; and to earn the loyalty of its retail home services customers. NJR also is committed to provide every
appropriate resource to ensure its employees’ safety. Through initiatives that start at the top, NJR has invested time, energy and
manpower to foster a culture where safety is top-of-mind at all times, and where achieving safety goals is a shared priority for
every NJR employee.
As of September 30, 2022, the Company and our subsidiaries employed 1,288 employees compared with 1,251
employees as of September 30, 2021. Of the total number of employees, NJNG had 498 and 492 and NJRHS had 113 and 108
Union or Represented employees as of September 30, 2022 and 2021, respectively. NJNG and NJRHS have collective
bargaining agreements with the Union, which is affiliated with the American Federation of Labor and Congress of Industrial
Organizations. NJNG and the Union negotiated an extension of their current collective bargaining agreement extending the term
through December 7, 2023. The collective bargaining agreement between NJRHS and the Union is scheduled to expire April 2,
2024. The labor agreements cover wage increases and other benefits, including the defined benefit pension (which was closed
to all employees hired on or after January 1, 2012, with the exception of certain rehires who are eligible to resume active
participation), the postemployment benefit plan (which was closed to all employees hired on or after January 1, 2012) and the
enhanced 401(k) retirement savings plan. We consider our relationship with employees, including those covered by collective
bargaining agreements, to be in good standing.
Page 13
New Jersey Resources Corporation
Part I
ITEM 1. BUSINESS (Continued)
The Company depends on its key personnel to successfully operate its businesses, including its executive officers, senior
corporate management and management at its operating units. NJR seeks to attract and retain its employees by offering
competitive compensation packages including base and incentive compensation (and in certain instances share-based
compensation and retention incentives), attractive benefits and opportunities for advancement and rewarding careers. NJR
periodically reviews and adjusts, if needed, its employees’ total compensation (including salaries, annual cash incentive
compensation, other cash and equity incentives and benefits) to ensure that it is competitive within the industry and is consistent
with our level of performance. NJR has also implemented enterprise-wide talent development and succession planning
programs designed to identify future and/or replacement candidates for key positions. To promote a collaborative and
rewarding work environment and support the communities we serve, NJR sponsors numerous charitable, philanthropic and
social awareness programs.
Further, in order to take advantage of available opportunities and successfully implement our long-term strategy, NJR
must be able to employ, train and retain the necessary skilled personnel. As a result, NJR supports and utilizes various training
and educational programs and has developed additional company-wide and project-specific employee training and educational
programs. NJR continues key programs focused on employee safety, leadership development, work-life balance, talent
management, health and wellness, DEI and employee engagement. Moreover, DEI and employee engagement are integral to
NJR’s vision, strategy and business success. NJR prides itself on a culture that respects co-workers and values concern for
others. Fostering an environment that values DEI and ethics helps create an organization that is able to embrace, leverage and
respect the differences of employees, customers and the communities where we live, work and serve. We are proud of the
strides we have made in furthering our DEI strategy and increasing employee engagement. NJR is committed to this journey
and knows our success makes us stronger as a company and community. Complementing our efforts are a DEI Council and our
six employee-led Business Resource Groups, cross functional teams of employees whose core mission is to advance their own
professional development and cultivate deeper connections with co-workers and communities.
NJR periodically evaluates employees and their productivity against future demand expectations and historical trends.
NJR employees continue to maintain high levels of engagement, satisfaction and retention according to NJR’s most recent
employee survey.
NJR’s Board of Directors’ Role in Human Capital Resource Management
NJR’s Board of Directors believes that human capital management is an important component of the Company’s
continued growth and success, and is essential for our ability to attract, retain and develop talented and skilled employees. We
pride ourselves on a culture that promotes DEI, respects co-workers and values concern for others.
Management regularly reports to the LDCC of the Board of Directors on human capital management topics, including
corporate culture, DEI, employee development, compensation and benefits. The LDCC maintains oversight of matters related to
human capital management, including talent retention, development and succession planning, and the Board of Directors
provides input on important decisions in each of these areas.
NJR regularly conducts an employee feedback survey, which is reviewed by the LDCC, designed to help the Company
measure overall employee engagement. The feedback employees provide during the survey helps NJR evaluate the Company’s
culture, employee programs and benefits and monitor its current practices for potential areas of improvement.
Employee Benefits
The LDCC believes employee benefits are an essential component of the Company’s competitive total rewards package.
These benefits are designed to attract and retain our employees and include medical, vision and dental insurance, short- and
long-term disability insurance, accidental death and disability insurance, travel and accident insurance and our 401(k) Plan. As
part of the 401(k) Plan, NJR matches 85 percent of the first 6 percent of compensation contributed by the employee into the
401(k) Plan, subject to the Internal Revenue Code and NJR’s 401(k) Plan limits. Additionally, for employees who are not
eligible to participate in the defined benefit plans, NJR contributes between 3.5 percent and 4.5 percent of base compensation,
depending upon years of service, into the 401(k) Plan on their behalf.
AVAILABLE INFORMATION AND CORPORATE GOVERNANCE DOCUMENTS
The following reports and any amendments to those reports are available free of charge on our website at https://
investor.njresources.com/financials/sec-filings/default.aspx as soon as reasonably possible after filing or furnishing them with
the SEC:
•
•
•
Annual reports on Form 10-K;
Quarterly reports on Form 10-Q; and
Current reports on Form 8-K.
Page 14
New Jersey Resources Corporation
Part I
ITEM 1. BUSINESS (Continued)
The following documents are available free of charge on our website at https://investor.njresources.com/governance/
governance-documents/default.aspx:
•
NJR Code of Conduct;
•
Amended and Restated Bylaws;
Corporate Governance Guidelines;
•
• Wholesale Trading Code of Conduct;
•
Charters of the following Board of Directors Committees: Audit, Nominating/Corporate Governance and
Leadership Development and Compensation;
Audit Complaint Procedure;
Communicating with Non-Management Directors Procedure;
Statement of Policy with Respect to Related Person Transactions; and
Legal Procedure.
•
•
•
•
In Part III of this Form 10-K, we incorporate certain information by reference from our Proxy Statement for our 2022
Annual Meeting of Shareowners. We expect to file the Proxy Statement with the SEC on or about December 15, 2022. We will
make it available on our website as soon as reasonably possible following the filing date. Please refer to the Proxy Statement
when it is available.
A printed copy of each document is available free of charge to any shareowner who requests it by contacting the
Corporate Secretary at New Jersey Resources Corporation, 1415 Wyckoff Road, Wall, New Jersey 07719.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The Company’s Executive Officers and their age, position and business experience during the past five years are below.
Name
Stephen D. Westhoven
Age
54
Officer
since
2004
Roberto Bel
49
2019
Patrick J. Migliaccio
Amy Cradic
Richard Reich
Lori DelGiudice
48
51
47
47
2013
2018
2016
2023
Jacqueline K. Shea
58
2016
Business experience during last five years
President and Chief Executive Officer (October 2019 - present)
President and Chief Operating Officer (October 2018 - September 2019)
Executive Vice President and Chief Operating Officer (November 2017 - September 2018)
Senior Vice President and Chief Operating Officer, NJRES and NJRCEV (October 2016 -
October 2017)
Senior Vice President and Chief Financial Officer (January 2022 - present)
Vice President, Treasury and Investor Relations (April 2019 - December 2021)
Assistant Treasurer at Refinitiv (October 2018 - March 2019)
Assistant Treasurer at Thomson Reuters (May 2016 - September 2018)
Senior Vice President and Chief Operating Officer (January 2022 - present)
Senior Vice President and Chief Financial Officer (January 2016 - December 2021)
Senior Vice President and Chief Operating Officer of Nonutility Businesses, Strategy and External
Affairs (March 2020 - present)
Vice President, Corporate Strategy and External Affairs (January 2020 – February 2020)
Vice President, Government Affairs and Policy (January 2018 – December 2019)
Chief of Staff, Office of New Jersey Governor Chris Christie (April 2016 – January 2018)
Senior Vice President, General Counsel and Corporate Secretary (September 2021 - present)
Corporate Secretary and Assistant General Counsel (January 2016 - September 2021)
Senior Vice President, Human Resources (November 22 - present)
Vice President of Human Resources for Honeywell Advanced Materials (September 2017 –
October 2022)
Vice President and Chief Information Officer (June 2016 - present)
ITEM 1A. RISK FACTORS
When considering any investment in our securities, investors should consider the following risk factors, as well as the
information contained under the caption “Information Concerning Forward-Looking Statements,” in analyzing our present and
future business performance. While this list is not exhaustive, management also places no priority or likelihood based on their
descriptions or order of presentation. Listed below, not necessarily in order of importance or probability of occurrence, are the
most significant risk factors applicable to us. Unless indicated otherwise or the content requires otherwise, references below to
“we,” “us,” and “our” should be read to refer to the Company and its subsidiaries and affiliates.
Page 15
New Jersey Resources Corporation
Part I
ITEM 1A. RISK FACTORS (Continued)
Risk Related to Our Business Operations
Our investments in solar energy projects are subject to substantial risks and uncertainties.
Our investments in commercial and residential solar energy projects are dependent, in part, upon current state regulatory
incentives and federal tax credits in order for the projects to be economically viable. Our return on investment for these solar
projects is based substantially on our eligibility for ITCs and the future market value of SRECs that are traded in a competitive
marketplace in the State of New Jersey. These projects face the risk that the current state regulatory programs and tax laws may
expire or be adversely modified. A sustained decrease in the value of SRECs could negatively impact the return on our
investments and could impair our portfolio of solar assets.
In addition, there are risks associated with our ability to execute on our investment strategy of clean energy projects,
which includes our ability to develop and manage such projects profitably, including logistical risks and potential delays related
to construction, permitting, regulatory approvals (including any approvals by the BPU required pursuant to solar energy
legislation in the State of New Jersey, and similar approvals required by the States of Connecticut, Rhode Island and New
York) and electric grid interconnection delays associated with the PJM Interconnection, LLC queue reform process, as well as
the operational risk that the projects in service will not perform according to expectations due to equipment failure, suboptimal
weather conditions or other economic factors beyond our control. All of the aforementioned risks could reduce the availability
of viable solar energy projects for development. Furthermore, at the development or acquisition stage, our ability to predict
actual performance results may be hindered or inaccurate and the projects may not perform as predicted.
We may be unable to obtain governmental approvals, property rights and/or financing for the construction, development
and operation of our proposed energy investments and projects in a timely manner or at all.
Construction, development and operation of energy investments, such as Leaf River and other natural gas storage
facilities, NJNG infrastructure improvements, pipeline transportation systems, such as the Adelphia Gateway pipeline project,
and solar energy projects, are subject to federal and state regulatory oversight and require certain property rights, such as
easements and rights-of-way from public and private property owners, as well as regulatory approvals, including environmental
and other permits and licenses for such facilities and systems. We or our joint venture partnerships may be unable to obtain, in a
cost-efficient or timely manner, all such needed property rights, permits and licenses to successfully construct and develop our
energy facilities and systems. Successful financing of our energy investments requires participation by willing financial
institutions and lenders, as well as acquisition of capital at favorable interest rates. If we do not obtain the necessary regulatory
approvals, property rights and financing, our equity method investments could be impaired. Such impairment could have a
materially adverse effect on our financial condition, results of operations and cash flows.
NJNG and Energy Services rely on storage, transportation assets and suppliers, which they do not own or control, to
deliver natural gas.
NJNG and Energy Services depend on natural gas pipelines and other transportation and storage facilities owned and
operated by third parties to deliver natural gas to wholesale and retail markets and to provide retail energy services to
customers. Their ability to provide natural gas for their present and projected sales will depend upon their suppliers’ ability to
obtain and deliver additional supplies of natural gas, as well as NJNG’s ability to acquire supplies directly from new sources.
Factors beyond the control of NJNG, its suppliers and the independent suppliers that have obligations to provide natural gas to
certain NJNG customers may affect NJNG’s ability to deliver such supplies. These factors include other parties’ control over
the drilling of new wells and the facilities to transport natural gas to NJNG’s citygate stations; development of additional
interstate pipeline infrastructure; availability of supply sources; third-party pipelines or other midstream facilities
interconnected to our gathering or transportation system, such as the TETCO or Transcontinental Pipeline, becoming partially
or fully unavailable; competition for the acquisition of natural gas; priority allocations; impact of severe weather disruptions to
natural gas supplies; and the regulatory and pricing policies of federal and state regulatory agencies, as well as the availability
of Canadian reserves for export to the U.S. Energy deregulation legislation may increase competition among natural gas utilities
and impact the quantities of natural gas requirements needed for sales service. Energy Services also relies on a firm supply
source to meet its energy management obligations to its customers. If supply, transportation or storage is disrupted, including
for reasons of force majeure, the ability of NJNG and Energy Services to sell and deliver their products and services may be
hindered. As a result, they may be responsible for damages incurred by their customers, such as the additional cost of acquiring
alternative supply at then-current market rates. Particularly for Energy Services, these conditions could have a material impact
on our financial condition, results of operations and cash flows.
Page 16
New Jersey Resources Corporation
Part I
ITEM 1A. RISK FACTORS (Continued)
Energy Services’ earnings and cash flows are dependent upon optimization of its physical assets.
Energy Services’ earnings and cash flows are based, in part, on its ability to optimize its portfolio of contractually based
natural gas storage and pipeline assets. The optimization strategy involves utilizing its physical assets to take advantage of
differences in natural gas prices between geographic locations and/or time periods. Any change among various pricing points
could affect these differentials. In addition, significant increases in the supply of natural gas in Energy Services’ market areas,
including as a result of increased production along the Marcellus Shale, can reduce Energy Services’ ability to take advantage
of pricing fluctuations in the future. Changes in pricing dynamics and supply could have an adverse impact on Energy Services’
optimization activities, earnings and cash flows. Energy Services incurs fixed demand fees to acquire its contractual rights to
transportation and storage assets. Should commodity prices at various locations or time periods change in such a way that
Energy Services is not able to recoup these costs from its customers, the cash flows and earnings at Energy Services, and
ultimately the Company, could be adversely impacted.
Weather and weather patterns, including normal seasonal and quarterly fluctuations of weather, as well as extreme
weather events that, individually or in aggregate, may be associated with climate change, could adversely affect our ability to
manage our operational requirements to serve our customers, and ultimately adversely affect our results of operations and
liquidity.
NJNG’s business is seasonal, and weather patterns can have a material impact on our financial performance. Demand for
natural gas is often greater in the summer and winter months associated with cooling and heating. Because natural gas is heavily
used for residential and commercial heating, the demand for this product depends heavily upon weather patterns throughout our
market areas, and a significant amount of natural gas revenues are recognized in the first and second quarters related to the
heating season. Accordingly, our operations have historically generated less revenue and income when weather conditions are
milder in the winter and cooler in the summer. Unusually mild winters or cool summers could adversely affect our results of
operations and financial position. In addition, exceptionally hot summer weather or unusually cold winter weather could add
significantly to working capital needs to fund higher than normal supply purchases to meet customer demand for natural gas.
While we believe the CIP mitigates the impact of weather variations on NJNG’s Utility Gross Margin, severe weather
conditions may have an impact on the ability of suppliers and pipelines to deliver the natural gas to NJNG, which can
negatively affect our earnings. The CIP does not mitigate the impact of severe weather conditions on our cash flows.
Future results at Energy Services are subject to volatility in the natural gas market due to weather. Variations in weather
may affect earnings and working capital needs throughout the year. During periods of milder temperatures, demand and
volatility in the natural gas market may decrease, which can negatively impact Energy Services’ earnings and cash flows.
Severe weather impacts, including but not limited to, hurricanes, thunderstorms, high winds, microbursts, fires,
tornadoes, blizzards, and snow or ice storms, can disrupt energy generation, transmission and distribution. Extreme weather
conditions, especially those of prolonged duration, create high energy demand on our own and/or other systems and increase the
risk we may be unable to reliably serve customers. Risk of losing gas supply during extreme weather carries significant
consequences, as without our services our customers may be subjected to dire circumstances. Additionally, extreme weather
conditions may cause the breakdown of or damage to equipment essential to the operation of our assets, and could also raise
market prices as we buy short-term energy to serve our own system. To the extent the frequency of extreme weather events
increases, this could increase our cost of providing service. In addition, we may not recover all costs related to mitigating these
physical and financial risks.
There is also a concern that the physical risks of climate change could include changes in weather conditions, such as
changes in the amount or type of precipitation and extreme weather events. Climate change and the costs that may be associated
with its impacts have the potential to affect our business in many ways, including increasing the cost incurred in providing
natural gas, impacting the demand for and consumption of natural gas (due to change in both costs and weather patterns) and
affecting the economic health of the regions in which we operate.
Page 17
New Jersey Resources Corporation
Part I
ITEM 1A. RISK FACTORS (Continued)
Failure to attract and retain an appropriately qualified employee workforce could adversely affect operations.
Our ability to implement our business strategy and serve our customers is dependent upon our continuing ability to attract
and retain talented professionals and a technically skilled workforce, and being able to transfer the knowledge and expertise of
our workforce to new employees as our aging employees retire. Failure to hire and adequately train replacement employees,
including the transfer of significant internal historical knowledge and expertise to the new employees, or the future availability
and cost of contract labor could adversely affect the ability to manage and operate our business. NJNG and the Union recently
negotiated an extension of their current collective bargaining agreement extending the term through December 7, 2023. The
collective bargaining agreement between NJRHS and the Union is scheduled to expire April 2, 2024. Disputes with the Union
over terms and conditions of the agreements could result in instability in our labor relationship and work stoppages that could
impair the timely delivery of natural gas and other services from our utility and Home Services business, which could strain
relationships with customers and state regulators and cause a loss of revenues that could adversely affect our results of
operations. Our collective bargaining agreements may also increase the cost of employing Natural Gas Distribution and Home
Services workforce, affect our ability to continue offering market-based salaries and employee benefits, limit our flexibility in
dealing with our workforce and limit our ability to change work rules and practices and implement other efficiency-related
improvements to successfully compete in today’s challenging marketplace.
Our success as a company depends upon our ability to attract, effectively transition, motivate and retain key employees
and identify and develop talent to succeed senior management. We depend on senior executive officers and other key personnel
to develop, implement and execute on our overall business strategy. The inability to recruit and retain or effectively transition
key personnel or the unexpected loss of key personnel may adversely affect our operations.
Risk Related to Technologies
Cyberattacks or failure of information technology systems could adversely affect our business operations, financial
condition and results of operations.
We continue to place ever-greater reliance on technological tools that support our business operations and corporate
functions, including tools that help us manage our natural gas distribution and energy trading operations and infrastructure. The
failure of, or security breaches related to, these technologies could materially adversely affect our business operations, financial
position, results of operations and cash flows.
We rely on information technology to manage our natural gas distribution and storage, energy trading and other corporate
operations; maintain customer, employee, Company and vendor data; and prepare our financial statements and perform other
critical business processes. This technology may fail due to cyberattack, physical disruption, design and implementation defects
or human error. Disruption or failure of business operations and information technology systems could harm our facilities or
otherwise adversely impact our ability to safely deliver natural gas to our customers, serve our customers effectively or manage
our assets. Additionally, an attack on, or failure of, information technology systems could result in the unauthorized release of
customer, employee or other confidential or sensitive data. Recent widespread ransomware attacks and cybersecurity breaches
in the U.S. and elsewhere have affected many companies, including the cybersecurity incident involving SolarWinds Orion in
December 2020. While these attacks did not affect our business operations, future events of this kind could adversely affect our
business reputation, diminish customer confidence, disrupt operations, subject us to financial liability or increased regulation,
increase our costs and expose us to material legal claims and liability.
There is no guarantee that redundancies built into our networks and technology, or the procedures we have implemented
to protect against cyberattacks and other unauthorized access to secured data, will guarantee protection against all failures of
technology or security breaches. Furthermore, despite our efforts to investigate, improve and remediate the capability and
performance of our information technology system, we may not be able to discover all weaknesses, breaches and
vulnerabilities, and failure to do so may expose us to higher risk of data loss and adversely affect our business operations and
results of operations.
Failure to keep pace with technological change may limit customer growth and have an adverse effect on our operations.
Advances in technology and changes in laws or regulations are reducing the cost of alternative methods of producing
energy. In addition, customers are increasingly expecting enhanced communications regarding their electric and natural gas
services, which, in some cases, may involve additional investments in technology. New technologies may require us to make
significant expenditures to remain competitive and may result in the obsolescence of certain of our operating assets.
Page 18
New Jersey Resources Corporation
Part I
ITEM 1A. RISK FACTORS (Continued)
Our future success will depend, in part, on our ability to anticipate and successfully adapt to technological changes and to
offer services that meet customer demand. Failure to adapt to advances in technology and manage the related costs could make
us less competitive and negatively impact our financial condition, results of operations and cash flows.
Risks Related to the Ongoing COVID-19 Pandemic and Other Extreme Events
The Company and our subsidiaries and affiliates are subject to risk associated with the ongoing COVID-19 pandemic,
which could materially and adversely impact our business, including our financial condition, results from operations, liquidity,
cash flows and the market value of our common stock.
The effects of the ongoing COVID-19 pandemic, including the rise of COVID-19 mutations and related government
responses, could include, and have at times included, extended disruptions to supply chains and capital markets, reduced labor
availability and productivity and a prolonged reduction in economic activity. The potential prolonged impacts that the ongoing
COVID-19 pandemic may have on our future operating results and liquidity include the following:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
impacts related to the health, safety, productivity and availability of our employees and contractors;
reduced demand for energy and forecasted customer growth;
our ability to develop, construct and operate facilities;
impacts of a resurgence of infections, including the risk that a large proportion of our employees in essential
capacities contract COVID-19
suspension of collection activities and the inability to shutoff natural gas services for nonpayment;
reduced demand for commercial, industrial and residential natural gas services;
deterioration of the credit quality of our counterparties;
increases in costs and supply chain delays and disruptions;
delays and disruptions to capital construction and infrastructure operations and maintenance programs, including
delays in the permitting process and base rate cases;
delays and disruptions to financing plans and increasing costs related thereto;
impacts on pension valuations and increased pension and post-retirement plan costs and funding requirements;
deterioration in our financial metrics or the business environment that impacts our credit ratings;
impacts to our liquidity position and the cost of and ability to access funds from financial institutions and capital
markets;
impacts on our legal and regulatory matters, including the potential for delayed state regulatory filings and recovery
of invested capital, as well as delays in newly enacted and proposed state regulatory actions and federal laws;
exacerbation of other risks that may impact us; and
other unpredictable events.
These uncertain economic conditions have also impacted the ability of certain customers to pay for utility and certain
nonutility services, which could affect the collectability and recognition of our revenues and adversely affect our financial
results.
The situation surrounding the ongoing COVID-19 pandemic remains fluid, and the likelihood of material impacts may
increase the longer the pandemic impacts activity levels in the U.S. The extent to which the COVID-19 pandemic impacts us
will depend on numerous evolving factors and future developments that we are not able to predict. As of September 30, 2022,
the ongoing COVID-19 pandemic has not had a material impact on the Company and our subsidiaries and affiliates; however,
the ultimate severity and duration of the COVID-19 pandemic and the responses thereto are uncertain and we cannot predict
whether they will have a material impact on our liquidity, financial condition, results of operations or cash flows and when and
to what extent normal economic and operating conditions can resume.
We may be adversely impacted by natural disasters, pandemic illness (including COVID-19), war or terrorist activities
and other extreme events to which we may be unable to promptly respond.
Local or national natural disasters, pandemic illness (including COVID-19), actual or threatened acts of war or terrorist
activities, including the political and economic disruption and uncertainty related to Russia's military invasion of Ukraine,
catastrophic failure of the interstate pipeline system and other extreme events are a threat to our assets and operations.
Companies in our industry that are located in our service territory may face a heightened risk due to exposure to acts of
terrorism that could target or impact our natural gas distribution, transmission and storage facilities and disrupt our operations
and ability to meet customer requirements. In addition, the threat of terrorist activities could lead to increased economic
instability and volatility in the price of natural gas that could affect our operations. Natural disasters, political unrest or actual or
Page 19
New Jersey Resources Corporation
Part I
ITEM 1A. RISK FACTORS (Continued)
threatened terrorist activities may also disrupt capital markets and our ability to raise capital or may impact our suppliers or our
customers directly. A local disaster or pandemic illness (including COVID-19) could result in part of our workforce being
unable to operate or maintain our infrastructure or perform other tasks necessary to conduct our business. In addition, these
risks could result in loss of human life, significant damage to property, environmental damage, impairment of our operations
and substantial loss to the Company. Our regulators may not allow us to recover from our customers part or all of the increased
cost related to the foregoing events, which could negatively affect our financial condition, results of operations and cash flows.
A slow or inadequate response to events that could cause business interruption may have an adverse impact on operations
and earnings. We may be unable to obtain sufficient insurance to cover all risks associated with local and national disasters,
pandemic illness, terrorist activities, catastrophic failure of the interstate pipeline system and other events, which could increase
the risk that an event adversely affects our financial condition, results of operations and cash flows.
Risk Related to Regulations and Litigation
We are subject to governmental regulation. Compliance with current and future regulatory requirements and
procurement of necessary approvals, permits and certificates may result in substantial costs to us.
We are subject to substantial regulation from federal, state and local authorities. We are required to comply with
numerous laws and regulations and to obtain numerous authorizations, permits, approvals and certificates from governmental
agencies. These agencies regulate various aspects of our business, including customer rates, services, construction and natural
gas pipeline operations.
FERC has regulatory authority over some of our operations, including sales of natural gas in the wholesale and retail
markets and the purchase and sale of interstate pipeline and storage capacity, including Steckman Ridge, Leaf River and
Adelphia Gateway. Any Congressional legislation or agency regulation that would alter these or other similar statutory and
regulatory structures in a way to significantly raise costs that could not be recovered in rates from customers, that would reduce
the availability of supply or capacity or that would reduce our competitiveness could negatively impact our earnings. In
addition, changes in and compliance with laws such as the Pipeline Safety, Regulatory Certainty and Job Creation Act of 2011
could increase federal regulatory oversight and administrative costs that may not be recovered in rates from customers, which
could have an adverse effect on our earnings.
We cannot predict the impact of any future revisions or changes in interpretations of existing regulations or the adoption
of new laws and applicable regulations. Changes in regulations or the imposition of additional regulations could influence our
operating environment and may result in substantial costs to us.
Our costs of compliance with present and future environmental laws are significant and could adversely affect our cash
flows and profitability.
Our operations are subject to federal, state and local environmental statutes, rules and regulations relating to air quality,
water quality, waste management, natural resources and site remediation. Compliance with these laws and regulations may
require us to expend financial resources to, among other things, conduct site remediation and perform environmental
monitoring. If we fail to comply with applicable environmental laws and regulations, even if we are unable to do so due to
factors beyond our control, we may be subject to civil liabilities or criminal penalties and may be required to incur expenditures
to come into compliance. Additionally, any alleged violations of environmental laws and regulations may require us to expend
resources in our defense against alleged violations.
Furthermore, the U.S. Congress has for some time been considering various forms of climate change legislation. In
addition, in July 2019, the State of New Jersey amended the GWRA, which targets 80 percent reduction in greenhouse gas
emissions below 2006 levels economy-wide by 2050. In January 2020, Governor Murphy released the EMP confirming his
commitment to achieve 100 percent clean energy by 2050, and the GWRA mandate of reducing state greenhouse gas emissions.
The EMP addressed New Jersey’s energy system, including electric generation, transportation and buildings, and their
associated greenhouse gas emissions and related air pollutants. The EMP defines 100 percent clean energy by 2050 to mean 100
percent carbon-neutral electric generation and maximum electrification of the transportation and building sectors, which are the
greatest carbon emission producing sectors in the state, to meet or exceed the GWRA emissions reductions by 2050. Our goals,
to reduce our New Jersey operational emissions by 50 percent from 2006 levels by 2030 and to achieve net-zero carbon
emissions from our New Jersey operations by 2050, may require additional technological, legislative and regulatory
developments, the impacts and costs of which may not be fully known at this time.
Page 20
New Jersey Resources Corporation
Part I
ITEM 1A. RISK FACTORS (Continued)
To underpin the initiatives in the EMP, Governor Murphy issued Executive Order No. 100, directing the Department of
Environmental Protection to make sweeping regulatory reforms, branded as Protecting Against Climate Threats, to reduce
emissions and adapt to climate change. These regulations have begun to be promulgated, and NJR is taking an active role in
participating in these rulemaking processes. While the EMP does not place a moratorium or end date on natural gas hook ups,
further legislation or rulemaking that de-emphasizes the role of natural gas in providing clean, low-cost energy in the state of
New Jersey which could put upward pressure on natural gas prices and place customer growth targets at risk. Higher cost levels
could impact the competitive position of natural gas and negatively affect our growth opportunities, cash flows and earnings.
Risks related to regulation could affect the rates we are able to charge, various costs and our profitability.
NJNG is subject to regulation by federal, state and local authorities. These authorities regulate many aspects of NJNG’s
distribution and transmission operations, including construction and maintenance of facilities, operations, safety, tariff rates that
NJNG can charge customers, rates of return, the authorized cost of capital, recovery of pipeline replacement, environmental
remediation costs and relationships with its affiliates. NJNG’s ability to timely construct rate-based assets and obtain rate
increases, including base rate increases, extend its BGSS incentive and CIP programs and maintain its currently authorized rates
of return may be impacted by events, including regulatory or legislative actions. Additionally, in fiscal 2019, NJR began the
process of transitioning away from its enterprise platform, which will no longer receive extended support after 2025. The first
phase of IT enhancements and upgrades were placed into service in July 2020. The remaining phases of planned upgrades relate
to work order and asset management and customer information systems and experience which are expected to require
significant capital investment through fiscal year 2024. There can be no assurance that NJNG will be able to obtain rate
increases and continue its BGSS incentive, CIP, RAC, or SAVEGREEN programs and IT upgrades and enhancements or
continue to earn its currently authorized rates of return.
Adelphia is subject to regulation by FERC. FERC regulates many aspects of Adelphia’s transmission operations,
including construction and maintenance of facilities, operations, safety tariff rates that Adelphia can charge customers, rates of
return, the authorized cost of capital, recovery of pipeline replacement and relations with its affiliates. Adelphia’s ability to
obtain rate increases and maintain its currently authorized rates of return may be impacted by events, including regulatory or
legislative actions. There can be no assurance that Adelphia will be able to obtain rate increases or continue to earn its currently
authorized rate of return.
Our regulated operations are subject to certain operating risks incidental to handling, storing, transporting and
providing customers with natural gas.
Our regulated operations are subject to all operating hazards and risks incidental to handling, storing, transporting and
providing customers with natural gas, including our natural gas vehicle refueling stations and LNG facilities. These risks
include catastrophic failure of the interstate pipeline system, explosions, pollution, release of toxic substances, fires, storms,
safety issues and other adverse weather conditions and hazards, each of which could result in damage to or destruction of
facilities or damage to persons and property. We could suffer substantial losses should any of these events occur. Moreover, as
a result, we have been, and likely will be, a defendant in legal proceedings and litigation arising in the ordinary course of
business. Although we maintain insurance coverage, insurance may not be sufficient to cover all material expenses related to
these risks.
We are involved in legal or administrative proceedings before various courts and governmental bodies that could
adversely affect our results of operations, cash flows and financial condition.
In the ordinary conduct of business, we are involved in legal or administrative proceedings before various courts and
governmental bodies with respect to general claims, rates, permitting, taxes, environmental issues, natural gas cost prudence
reviews and other matters. Adverse decisions regarding these matters, to the extent they require us to make payments in excess
of amounts provided for in our financial statements or are not covered by insurance or indemnity rights, could adversely affect
our results of operations, cash flows and financial condition.
Page 21
New Jersey Resources Corporation
Part I
ITEM 1A. RISK FACTORS (Continued)
Risk Related to Acquisition and Investment Strategies
Any acquisitions that we may undertake involve risks and uncertainties. We may not realize the anticipated synergies,
cost savings and growth opportunities as a result of these transactions.
The integration of acquisitions require significant time and resources. Investments of resources are required to support
any acquisition, which could result in significant ongoing operating expenses, and we may experience challenges when
combining separate business cultures, information technology systems and employees, and those challenges may divert senior
management’s time and attention. If we fail to successfully integrate assets and liabilities through the entities which we acquire,
we may not fully realize all of the growth opportunities, benefits expected from the transaction, cost savings and other synergies
and, as a result, the fair value of assets acquired could be impaired. We assess long-lived assets, including intangible assets
associated with acquisitions, for impairment whenever events or circumstances indicate that an asset’s carrying amount may not
be recoverable. To the extent the value of long-lived assets become impaired, the impairment charges could have a material
impact on our financial condition and results of operations.
The benefits that we expect to achieve from acquisitions will depend, in part, on our ability to realize anticipated growth
opportunities and other synergies with our existing businesses. The success of these transactions will depend on our ability to
integrate these transactions within our existing businesses in a timely and seamless manner. We may experience challenges
when combining separate business cultures, information technology systems and employees. Even if we are able to complete an
integration successfully, we may not fully realize all the growth opportunities, cost savings and other synergies that we expect.
Investing through partnerships or joint ventures decreases our ability to manage risk.
We have utilized joint ventures through partnerships for certain Storage and Transportation investments. Although we
currently have no specific plans to do so, we may acquire interests in other joint ventures or partnerships in the future. In these
joint ventures or partnerships, we may not have the right or power to direct the management and policies of the joint ventures or
partnerships, and other participants or investors may take action contrary to our instructions or requests and against our policies
and objectives. In addition, the other participants may become bankrupt or have economic or other business interests or goals
that are inconsistent with those of NJR and our subsidiaries and affiliates. Our financial condition, results of operations or cash
flows could be harmed if a joint venture participant acts contrary to our interests.
Risk Related to our Markets
We are exposed to market risk and may incur losses in our wholesale business.
Our transportation and storage portfolios consist of contracts to transport and store natural gas. The value of our
transportation and storage portfolio could be negatively impacted if the value of these contracts changes in a direction or
manner that we do not anticipate. In addition, upon expiration of these transportation and storage contracts, to the extent that
they are renewed or replaced at less favorable terms, our results of operations and cash flows could be adversely affected.
Major changes in the supply and price of natural gas may affect financial results.
While NJRES and NJNG expect to meet customers’ demand for natural gas for the foreseeable future, factors affecting
suppliers and other third parties, including the inability to develop additional interstate pipeline infrastructure, lack of supply
sources, increased competition, further deregulation, transportation costs, possible climate change legislation, energy efficiency
mandates or changes in consumer behaviors, transportation availability and drilling for new natural gas resources, may impact
the supply and price of natural gas. In addition, any significant disruption in the availability of supplies of natural gas could
result in increased supply costs, higher prices for customers and potential supply disruptions to customers.
NJRES and NJNG actively hedge against the fluctuation in the price of natural gas by entering into forward and financial
contracts with third parties. Should these third parties fail to perform, and regulators not allow the pass-through of expended
funds to customers, it may result in a loss that could have a material impact on our financial condition, results of operations and
cash flows.
Page 22
New Jersey Resources Corporation
Part I
ITEM 1A. RISK FACTORS (Continued)
Inflation and increased natural gas costs could adversely impact our customer base and customer collections and
increase The Company’s level of indebtedness.
Inflation has caused, and may continue to cause, increases in certain operating and capital costs. Our regulated businesses
have a process in place to review the adequacy of their rates in relation to the increasing cost of providing service and the
inherent regulatory lag in adjusting those rates. The ability to control expenses is an important factor that will influence future
results.
Rapid increases in the price of purchased gas may cause the Company to experience a significant increase in short-term
debt because it must pay suppliers for gas when it is purchased, which can be significantly in advance of when these costs may
be recovered through the collection from customers and counterparties for gas delivered. Increases in purchased gas costs could
also slow collection efforts as NJNG customers may be more likely to delay the payment of their gas bills, leading to higher-
than-normal accounts receivable. This situation could also result in higher short-term debt levels and increased bad debt
expense.
Changes in customer growth may affect earnings and cash flows.
NJNG’s ability to increase its Utility Gross Margin is dependent upon the new construction housing market, as well as
the conversion of customers to natural gas from other fuel sources. During periods of extended economic downturns, prolonged
weakness in housing markets or slowdowns in the conversion market, there could be an adverse impact on NJNG’s Utility
Gross Margin, earnings and cash flows. Furthermore, while our estimates regarding customer growth are based in part upon
information from third parties, the estimates have not been verified by an independent source and are subject to the
aforementioned risks and uncertainties, which could cause actual results to materially deviate from the estimates.
Our economic hedging activities that are designed to protect against commodity and financial market risks, including the
use of derivative contracts in the normal course of our business, may cause fluctuations in reported financial results and
financial losses that negatively impact results of operations and our stock price.
We use derivatives, including futures, forwards, options, swaps and foreign exchange contracts, to manage commodity,
financial market and foreign currency risks. The timing of the recognition of gains or losses associated with our economic
hedges in accordance with GAAP does not always coincide with the gains or losses on the items being hedged. The difference
in accounting can result in volatility in reported results, even though the expected profit margin is essentially unchanged from
the dates the transactions were consummated.
In addition, we could recognize financial losses on these contracts as a result of volatility in the market values of the
underlying commodities or if a counterparty fails to perform under a contract. In the absence of actively quoted market prices
and pricing information from external sources, the valuation of these financial instruments can involve management’s judgment
or use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could adversely
affect the value of the reported fair value of these contracts.
Risk Related to Credit and Liquidity
NJR is a holding company and depends on its operating subsidiaries to meet its financial obligations.
NJR is a holding company with no significant assets other than possible cash investments and the stock of its operating
subsidiaries. We rely exclusively on dividends from our subsidiaries, on intercompany loans from our unregulated subsidiaries,
and on the repayments of principal and interest from intercompany loans and reimbursement of expenses from our subsidiaries
for our cash flows. Our ability to pay dividends on our common stock and to pay principal and interest on our outstanding debt
depends on the payment of dividends to us by our subsidiaries or the repayment of loans to us by our subsidiaries. The extent to
which our subsidiaries are unable to pay dividends or repay funds to us may adversely affect our ability to pay dividends to
holders of our common stock and principal and interest to holders of our debt.
Page 23
New Jersey Resources Corporation
Part I
ITEM 1A. RISK FACTORS (Continued)
Credit rating downgrades could increase financing costs, limit access to the financial markets and negatively affect NJR
and its subsidiaries.
Rating agencies Moody’s and Fitch currently rate NJNG’s debt as investment grade. If such ratings are downgraded
below investment grade, borrowing costs could increase, as would the costs of maintaining certain contractual relationships and
obtaining future financing. Even if ratings are downgraded without falling below investment grade, NJR and NJNG could face
increased borrowing costs under their current and future credit facilities. Our ability to borrow and costs of borrowing have a
direct impact on our subsidiaries’ ability to execute their operating strategies, particularly in the case of NJNG, which relies
heavily upon capital expenditures financed by its credit facility.
If we suffer a reduction in our credit and borrowing capacity or in our ability to issue parental guarantees, the business
prospects of Energy Services, Clean Energy Ventures and Storage and Transportation, which rely on our creditworthiness,
would be adversely affected. Energy Services could possibly be required to comply with various margin or other credit
enhancement obligations under its trading and marketing contracts, and it may be unable to continue to trade or be able to do so
only on less favorable terms with certain counterparties. Clean Energy Ventures could be required to seek alternative financing
for its projects, and may be unable to obtain such financing or able to do so only on less favorable terms.
Additionally, lower credit ratings could adversely affect relationships with NJNG’s state regulators, who may be
unwilling to allow NJNG to pass along increased costs to its natural gas customers.
If we are unable to access the financial markets or there are adverse conditions in the equity or credit markets, it could
affect management’s ability to execute our business plans.
We rely on access to both short-term and long-term credit markets as significant sources of liquidity for capital
requirements not satisfied by our cash flow from operations. Any deterioration in our financial condition could hamper our
ability to access the equity or credit markets or otherwise obtain debt financing on terms favorable to us or at all. In addition,
because certain state regulatory approvals may be necessary for NJNG to incur debt, NJNG may be unable to access credit
markets on a timely basis. External events could also increase the cost of borrowing or adversely affect our ability to access the
financial markets. Such external events could include the following:
economic weakness and/or political instability in the U.S. or in the regions where we operate;
political conditions, such as a shutdown of the U.S. federal government;
financial difficulties of unrelated energy companies;
capital market conditions generally;
volatility in the equity markets;
•
•
•
•
•
• market prices for natural gas;
•
•
the overall health of the natural gas utility industry; and
fluctuations in interest rates and increased borrowing costs.
Our ability to secure short-term financing is subject to conditions in the credit markets. A prolonged constriction of credit
availability could affect management’s ability to execute our business plan. An inability to access capital may limit our ability
to pursue improvements or acquisitions that we may otherwise rely on for both current operations and future growth.
Energy Services and NJNG execute derivative transactions with financial institutions as a part of their economic hedging
strategy and could incur losses associated with the inability of a financial counterparty to meet or perform under its obligations
as a result of adverse conditions in the credit markets or their ability to access capital or post collateral.
Failure by NJR and/or NJNG to comply with debt covenants may impact our financial condition.
Our long-term debt obligations contain financial covenants related to debt-to-capital ratios. These debt obligations also
contain provisions that put limitations on our ability to finance future operations or capital needs or to expand or pursue certain
business activities. For example, certain of these agreements contain provisions that, among other things, put limitations on our
ability to make loans or investments, make material changes to the nature of our businesses, merge, consolidate or engage in
asset sales, grant liens or make negative pledges. Furthermore, the debt obligations and our sale leaseback agreements contain
covenants and other provisions requiring us to provide timely delivery of accurate financial statements prepared in accordance
with GAAP. The failure to comply with any of these covenants could result in an event of default, which, if not cured or
waived, could result in the acceleration of outstanding debt obligations and/or the inability to borrow under existing revolving
Page 24
New Jersey Resources Corporation
Part I
ITEM 1A. RISK FACTORS (Continued)
credit facilities and term loans. We have relied, and continue to rely, upon short-term bank borrowings or commercial paper
supported by our revolving credit facilities to finance the execution of a portion of our operating strategies. NJNG is dependent
on these capital sources to purchase its natural gas supply and maintain its properties. The acceleration of our outstanding debt
obligations and our inability to borrow under the existing revolving credit facilities would cause a material adverse change in
NJR’s and NJNG’s financial condition.
Risks Related to Tax and Accounting Matters
The cost of providing pension and postemployment health care benefits to employees and eligible former employees is
subject to changes in pension fund values, interest rates and changing demographics and may have a material adverse effect on
our financial results.
We have two defined benefit pension plans and two OPEB plans for the benefit of eligible full-time employees and
qualified retirees, which were closed to all employees hired on or after January 1, 2012. The cost of providing these benefits to
eligible current and former employees is subject to changes in the market value of the pension and OPEB fund assets, changing
discount rates and changing actuarial assumptions based upon demographics, including longer life expectancy of beneficiaries,
an expected increase in the number of eligible former employees over the next five years, impacts from healthcare legislation
and increases in health care costs.
Significant declines in equity markets and/or reductions in bond yields can have a material adverse effect on the funded
status of our pension and OPEB plans. In these circumstances, we may be required to recognize increased pension and OPEB
expenses and/or be required to make additional cash contributions into the plans.
The funded status of these plans, and the related cost reflected in our financial statements, are affected by various factors
that are subject to an inherent degree of uncertainty. Under the Pension Protection Act of 2006, losses of asset values may
necessitate increased funding of the plans in the future to meet minimum federal government requirements. A significant
decrease in the asset values of these plans can result in funding obligations earlier than we had originally planned, which would
have a negative impact on cash flows from operations, decrease our borrowing capacity and increase our interest expense.
Changes in tax laws, rates or adverse outcomes resulting from examinations by tax authorities may negatively affect our
results of operations, net income, financial condition and cash flows.
We are subject to taxation and audit by various taxing authorities at the federal, state and local levels. We cannot predict
how our federal and state regulators will apply such tax changes in our future rates. While we believe we comply with all
applicable tax laws, rules, and regulations in the relevant jurisdictions, tax authorities may elect to audit us and determine that
we owe additional taxes, which could result in a significant increase in our liabilities for taxes, interest and penalties in excess
of our accrued liabilities.
New tax legislative initiatives may be proposed from time to time, such as proposals for comprehensive tax reform in the
United States, which may impact our effective tax rate and which could adversely affect our tax positions or tax liabilities. On
August 16, 2022, the Inflation Reduction Act was signed into law and imposed a 15 percent minimum tax rate on book earnings
for corporations with higher than $1 billion of annual income, along with a 1 percent excise tax on corporate stock repurchases
while providing tax incentives to promote various clean energy initiatives. We are currently assessing the potential impact of
these legislative changes.
Any future change in tax laws or interpretation of such laws could adversely affect our results of operations, net income,
financial condition and cash flows.
A valuation allowance may be required for our deferred tax assets.
During fiscal 2018, as a result of the Tax Act’s decrease to the federal statutory corporate tax rate, and during fiscal 2020,
as a result of Corporate Business Tax reform in the state of New Jersey, we revalued our deferred tax assets and liabilities at the
enactment date to reflect the rates expected to be in effect when the deferred tax assets and liabilities are realized or settled.
These adjustments are based on assumptions we made with respect to our book versus tax differences and the timing of when
those differences will reverse. Our deferred tax assets are comprised primarily of investment tax credits and state net operating
losses. Any further revaluation of our deferred tax assets that may be required in the future could have a material adverse
impact on our financial condition and results of operations.
Page 25
New Jersey Resources Corporation
Part I
ITEM 1A. RISK FACTORS (Continued)
Significant regulatory assets recorded by our regulated companies could be disallowed for recovery from customers in
the future.
NJNG records regulatory assets on its financial statements to reflect the ratemaking and regulatory decision-making
authority of the BPU as allowed by GAAP. The creation of a regulatory asset allows for the deferral of costs, which, absent a
mechanism to recover such costs from customers in rates approved by the BPU, would be charged to expense on its income
statement in the period incurred. Primary regulatory assets that are subject to BPU approval include the recovery of BGSS and
USF costs, remediation costs associated with NJNG’s MGP sites, CIP, NJCEP, economic stimulus plans, certain deferred
income taxes and pension and OPEB. If there were to be a change in regulatory positions surrounding the collection of these
deferred costs, there could be a material impact on NJNG’s existing tariff or a future base rate case, as well as our financial
condition, results of operations and cash flows.
Adelphia Gateway records regulatory assets on its financial statements to reflect the ratemaking and regulatory decision-
making authority of FERC as allowed by GAAP. The creation of a regulatory asset allows for the deferral of costs, which,
absent a mechanism to recover such costs from customers in rates approved by FERC, would be recorded as a charge to
earnings on its Statement of Operations in the period incurred. If there were to be a change in regulatory positions surrounding
the collection of these deferred costs, there could be a material impact on Adelphia’s existing rates or a future rate case, as well
as our financial condition, results of operations and cash flows.
Risks Related to Takeovers
Our restated certificate of incorporation, as amended, and amended and restated bylaws may delay or prevent a
transaction that shareowners would view as favorable.
Our restated certificate of incorporation, as amended and amended and restated bylaws, as well as New Jersey law,
contain provisions that could delay, defer or prevent an unsolicited change in control of NJR, which may negatively affect the
market price of our common stock or the ability of stockholders to participate in a transaction in which they might otherwise
receive a premium for their shares over the then-current market price. These provisions may also prevent changes in
management. In addition, our Board is authorized to issue preferred stock without stockholder approval on such terms as our
Board may determine. Our common shareowners will be subject to, and may be negatively affected by, the rights of any
preferred stock that may be issued in the future. In addition, we are subject to the New Jersey Shareholders’ Protection Act,
which could delay or prevent a change of control of NJR.
We may also be subject to actions or proposals from activist investors or others that may not be aligned with our long-
term strategy or the interests of our other stockholders. This may interfere with our ability to execute our strategic plans, cause
uncertainty with our regulators and make it more difficult to attract and retain qualified personnel. Moreover, our stock price
could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any
investor activism.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
Natural Gas Distribution
As of September 30, 2022, NJNG owns approximately 7,501 miles of distribution main, 7,745 miles of service main, 251
miles of transmission main and 586,379 meters. Mains are primarily located under public roads. Where mains are located under
private property, NJNG has obtained easements from the owners of record.
Additionally, NJNG owns and operates two LNG storage plants in Stafford Township, Ocean County and Howell
Township, Monmouth County. The two LNG plants have an aggregate estimated maximum capacity of approximately 170,000
Dths per day and 1 Bcf of total capacity. These facilities are used for peaking natural gas supply and for emergencies. NJNG’s
Liquefaction facility is also located on the Howell Township property and allows NJNG to convert natural gas into LNG to fill
NJNG’s existing LNG storage tanks. A Power-to-Gas System is also located at the LNG plant in Howell Township that uses
solar power to produce hydrogen and then injects it into the natural gas system. It consists primarily of an electrolyzer unit,
electrical and instrumentation building and small hydrogen storage tank, along with other supporting systems.
Page 26
New Jersey Resources Corporation
Part I
ITEM 2. PROPERTIES (Continued)
NJNG owns five service centers located in Rockaway Township, Morris County; Atlantic Highlands and Wall Township,
Monmouth County; and Lakewood and Stafford Township, Ocean County. These service centers house storerooms, garages,
natural gas distribution and administrative offices. NJNG leases a customer service office in Asbury Park, Monmouth County.
These customer service offices support customer contact, marketing, economic development and other functions. NJNG also
owns its headquarters and customer service facilities in Wall Township and a training facility in Howell Township, Monmouth
County, to support the technical training of its employees.
Substantially all of NJNG’s properties not expressly excepted or duly released are subject to the lien of the Mortgage
Indenture as security for NJNG’s mortgage bonds, which totaled $1.3 billion as of September 30, 2022. In addition, under the
terms of the Mortgage Indenture, NJNG had capacity to issue up to $1.3 billion of additional FMBs as of September 30, 2022.
Clean Energy Ventures
As of September 30, 2022, Clean Energy Ventures has various solar contracts, including lease agreements and easements,
allowing the installation, operation and maintenance of solar equipment and access to the various properties, including
commercial and residential rooftops throughout the State of New Jersey. In addition to the lease agreements and easements,
Clean Energy Ventures owns solar projects with a total of 386.6 MW of capacity in New Jersey, Rhode Island, New York and
Connecticut, 79.51 acres of land in Vineland, Cumberland County, New Jersey and 101.75 acres of land in Fairfield Township,
Cumberland County, New Jersey.
Clean Energy Ventures leases office space in Wall Township, Monmouth County.
Energy Services
As of September 30, 2022, Energy Services leases office space in Wall Township, New Jersey; Charlotte, North Carolina;
and Allentown, Pennsylvania.
Storage and Transportation
As of September 30, 2022, Adelphia Gateway owns approximately 11.1 acres of land in Delaware County, Pennsylvania,
21.5 acres in Bucks County, Pennsylvania, 121.1 acres in Northampton County, Pennsylvania and 44.9 acres in Montgomery
County, Pennsylvania and leases office space in Wall Township, New Jersey. Leaf River owns 43.94 acres of land and a 5,000
square foot building in Smith County, Mississippi, 65.4 acres in Jasper County, Mississippi and 3.53 acres in Clarke County,
Mississippi and leases office space in Houston, Texas.
All Other Business Operations
As of September 30, 2022, CR&R’s real estate portfolio consists of 23 acres of undeveloped land in Atlantic County,
New Jersey. NJRHS leases service centers in Dover, New Jersey and Wall Township, New Jersey. NJR Service Corporation
leases office space in Red Bank, New Jersey.
ITEM 3. LEGAL PROCEEDINGS
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 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 $110.8 million to $167.1 million. NJNG’s estimate of these liabilities is based upon known facts, existing
Page 27
New Jersey Resources Corporation
Part I
ITEM 3. LEGAL PROCEEDINGS (Continued)
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, 2022, NJNG recorded a MGP remediation liability and a corresponding regulatory asset of
approximately $127.1 million 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.
In June 2019, NJNG initiated a preliminary assessment of a site in Aberdeen, New Jersey to determine prior ownership
and if former MGP operations were active at the location. The preliminary assessment and site investigation activities are
ongoing at the Aberdeen site. The estimated costs to complete the preliminary assessment and site investigation phase are
included in the MGP remediation liability and corresponding regulatory asset on the Consolidated Balance Sheet at
September 30, 2022. NJNG will continue to gather information to determine whether the obligation exists to undertake
remedial action, if any, and refine its estimate of potential costs for this site as more information becomes available.
NJNG recovers its remediation expenditures, including carrying costs, over rolling seven-year periods pursuant to a RAC
approved by the BPU. In April 2021, the BPU approved an increase in the RAC, which increased the annual recovery from $9.7
million to $11.1 million and was effective May 1, 2021. On March 23, 2022, the BPU approved an increase in the RAC, which
increased the pre-tax annual recovery from $11.1 million to $11.7 million, effective April 1, 2022. On September 13, 2022,
NJNG submitted its annual filing to the BPU requesting approval of RAC expenditures through June 30, 2022, as well as an
increase to the RAC annual recoveries of $3.8 million, which will increase the pre-tax annual recovery to $15.5 million, with a
proposed effective date of April 1, 2023.
As of September 30, 2022, $66.1 million 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 foregoing statements about NJR’s litigation are based upon the Company’s judgments, assumptions and estimates and
are necessarily subjective and uncertain. 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 at various stages 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, NJR 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. NJR also
discloses contingent matters for which there is a reasonable possibility of a loss. Based upon currently available information,
NJR 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 higher than the amounts accrued.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
Page 28
New Jersey Resources Corporation
Part II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
NJR’s Common Stock is traded on the New York Stock Exchange under the ticker symbol NJR. As of November 7, 2022,
NJR had 74,653 holders of record of its common stock. Dividends are subject to declaration by the Board of Directors. In
September 2022, the Board of Directors declared dividends payable October 3, 2022 of $0.39 per share of common stock to
shareowners of record on September 26, 2022. We review our dividend policy on a regular basis. Although subject to any
contractual or regulatory restrictions or other limitations on the payment of dividends, future dividends will be at the discretion
of the Board of Directors and will depend upon, among other factors, earnings, financial condition and other requirements.
Performance Graph
The performance graph and table below illustrates a five-year comparison of cumulative total returns based on an initial
investment of $100 in our common stock, as compared with the S&P 500 Stock Index, the S&P 500 Utilities Industry Index and
the customized peer company group listed below, referred to herein as the Peer Group. The Peer Group companies were
selected based on similarities to the Company’s business model, size and other growth and business factors.
Cumulative Total Return
NJR
S&P 500 Utilities
S&P 500
Peer Group
2017
$100.00
$100.00
$100.00
$100.00
2018
$112.28
$102.93
$117.91
$104.62
2019
$112.86
$130.82
$122.93
$121.14
2020
2021
$70.23
$124.32
$141.55
$92.10
$93.72
$138.01
$184.02
$100.75
2022
$107.90
$145.71
$155.55
$115.19
The 10 companies in the Peer Group are: Atmos Energy Corporation; Avista Corporation; Black Hills Corporation;
National Fuel Gas Company; NiSource Inc.; Northwest Natural Holding Company; ONE Gas, Inc.; South Jersey Industries,
Inc.; Southwest Gas Corporation; and Spire Inc.
This performance graph and accompanying information shall not be deemed “filed” for purposes of Section 18 of the
Exchange Act, or incorporated by reference into any of the Company’s filings under the Securities Act, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
In 1996, the Board of Directors authorized the Company to implement a share repurchase program, which has been
expanded seven times since the inception of the program, authorizing a total of 19.5 million shares of common stock for
repurchase. The share repurchase plan allows us to purchase our outstanding shares on the open market or in negotiated
transactions, based on market and other conditions. We are not required to purchase any specific number of shares and may
discontinue or suspend the program at any time. The share repurchase plan will expire when we have repurchased all shares
authorized for repurchase thereunder, unless it is terminated earlier by action of our Board of Directors or additional shares are
authorized for repurchase. The following table sets forth NJR’s repurchase activity for the quarter ended September 30, 2022:
Period
07/01/22 - 07/31/22
08/01/22 - 08/31/22
09/01/22 - 09/30/22
Total
Total Number
of Shares
(or Units)
Purchased
—
—
—
—
$
$
$
$
Average
Price Paid
per Share
(or Unit)
Total Number of Shares (or
Units) Purchased as Part of
Publicly Announced Plans
or Programs
—
—
—
—
Maximum Number (or Approximate
Dollar Value) of Shares (or Units) That
May Yet Be Purchased Under the
Plans or Programs
1,685,053
1,685,053
1,685,053
1,685,053
—
—
—
—
ITEM 6. [RESERVED]
Page 29
Comparison of 5 year Cumulative ReturnNJRS&P 500 UtilitiesS&P 500Peer Group201720182019202020212022$0.00$100.00$200.00 New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Critical Accounting Estimates
We prepare our financial statements in accordance with GAAP. Application of these accounting principles requires the
use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related
disclosures of contingencies during the reporting period. We regularly evaluate our estimates, including those related to the
calculation of the fair value of derivative instruments, acquisitions, regulatory assets, income taxes, pension and
postemployment benefits other than pensions and contingencies related to environmental matters and litigation. We base our
estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily
apparent from other sources. In the normal course of business, estimated amounts are subsequently adjusted to actual results
that may differ from estimates.
Regulatory Accounting
NJNG and Adelphia Gateway maintain their accounts in accordance with the FERC Uniform System of Accounts and
recognize the impact of regulatory decisions on their financial statements. As a result of the ratemaking process, NJNG and
Adelphia Gateway are required to apply the accounting principles in ASC 980, Regulated Operations, which differ in certain
respects from those applied by unregulated businesses. Specifically, NJNG and Adelphia Gateway record regulatory assets
when it is probable that certain operating costs will be recoverable from customers in future periods and record regulatory
liabilities associated with probable future obligations to customers.
Regulatory decisions can have an impact on the recovery of costs, the rate of return earned on investment, and the timing
and amount of assets to be recovered by rates. For NJNG, the BPU’s regulation of rates is premised on the full recovery of
prudently incurred costs and a reasonable rate of return on invested capital. Decisions to be made by the BPU in the future will
impact the accounting for regulated operations, including decisions about the amount of allowable costs and return on invested
capital included in rates and any refunds that may be required. If the BPU indicates that recovery of all or a portion of a
regulatory asset is not probable or does not allow for recovery of and a reasonable return on investments in property plant and
equipment, a charge to income would be made in the period of such determination.
Environmental Costs
At the end of each fiscal year, NJNG, with the assistance of an independent consulting firm, updates the environmental
review of its MGP sites, including its potential liability for investigation and remedial action. From this review, NJNG
estimates expenditures necessary to remediate and monitor these MGP sites. NJNG’s estimate of these liabilities is developed
from then-currently available facts, existing technology and current laws and regulations.
In accordance with accounting standards for contingencies, NJNG’s policy is to record a liability when it is probable that
the cost will be incurred and can be reasonably estimated. NJNG will determine a range of liabilities and will record the most
likely amount. If no point within the range is more likely than any other, NJNG will accrue the lower end of the range. Since we
believe that recovery of these expenditures, as well as related litigation costs, is possible through the regulatory process, we
record a regulatory asset corresponding to the related accrued liability. Accordingly, NJNG records an MGP remediation
liability and a corresponding regulatory asset on the Consolidated Balance Sheets, which is 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 and the ultimate ability of other responsible parties to pay, as well
as the potential impact of any litigation and any insurance recoveries. Previously incurred remediation costs, net of recoveries
from customers and insurance proceeds received are included in regulatory assets on the Consolidated Balance Sheets.
If there are changes in the regulatory position surrounding these costs, or should actual expenditures vary significantly
from estimates in that these costs are disallowed for recovery by the BPU, such costs would be charged to income in the period
of such determination. See the Legal Proceedings section in Note 15. Commitments and Contingent Liabilities for more details.
Page 30
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Postemployment Employee Benefits
Our costs of providing postemployment employee benefits are dependent upon numerous factors, including actual plan
experience and assumptions of future experience. Postemployment employee benefit costs are affected by actual employee
demographics including age, compensation levels and employment periods, the level of contributions made to the plans,
changes in long-term interest rates and the return on plan assets. Changes made to the provisions of the plans or healthcare
legislation may also impact current and future postemployment employee benefit costs. Postemployment employee benefit costs
may also be significantly affected by changes in key actuarial assumptions, including anticipated rates of return on plan assets,
changes in mortality tables, health care cost trends and discount rates used in determining the PBO. In determining the PBO and
cost amounts, assumptions can change from period to period and could result in material changes to net postemployment
employee benefit periodic costs and the related liability recognized.
The remeasurement of plan assets and obligations for a significant event should occur as of the date of the significant
event. We may use a practical expedient to remeasure the plan assets and obligations as of the nearest calendar month-end date.
When performing interim remeasurements, we obtain new asset values, roll forward the obligation to reflect population changes
and review the appropriateness of all assumptions, regardless of the reason for performing the interim remeasurement.
Our postemployment employee benefit plan assets consist primarily of U.S. equity securities, international equity
securities, fixed-income investments and other assets, with a targeted allocation of 34 percent, 17 percent, 33 percent and 16
percent, respectively. Fluctuations in actual market returns, as well as changes in interest rates, may result in increased or
decreased postemployment employee benefit costs in future periods. Postemployment employee benefit expenses are included
in O&M and other income, net on the Consolidated Statements of Operations.
The following is a summary of a sensitivity analysis for each actuarial assumption as of and for the fiscal year ended
September 30, 2022:
Pension Plans
Actuarial Assumptions
Discount rate
Discount rate
Rate of return on plan assets
Rate of return on plan assets
Other Postemployment Benefits
Actuarial Assumptions
Discount rate
Discount rate
Rate of return on plan assets
Rate of return on plan assets
Actuarial Assumptions
Health care cost trend rate
Health care cost trend rate
Acquisitions
Increase/
(Decrease)
1.00 %
(1.00) %
1.00 %
(1.00) %
Increase/
(Decrease)
1.00 %
(1.00) %
1.00 %
(1.00) %
Increase/
(Decrease)
1.00 %
(1.00) %
Estimated
Increase/(Decrease) on PBO
(Thousands)
$ (30,196)
$ 36,650
n/a
n/a
Estimated
Increase/(Decrease) to Expense
(Thousands)
(4,599)
5,489
(3,153)
3,153
$
$
$
$
Estimated
Increase/(Decrease) on PBO
(Thousands)
$ (21,498)
$ 26,748
n/a
n/a
Estimated
Increase/(Decrease) to Expense
(Thousands)
(3,475)
4,265
(1,123)
1,122
$
$
$
$
Estimated
Increase/(Decrease) on PBO
(Thousands)
$ 26,710
$ (21,853)
Estimated
Increase/(Decrease) to Expense
(Thousands)
6,992
(5,537)
$
$
The Company follows the guidance in ASC 805, Business Combinations, for determining the appropriate accounting
treatment for acquisitions. ASU No. 2017-01, Clarifying the Definition of a Business, provides an initial fair value screen to
determine if substantially all of the fair value of the assets acquired is concentrated in a single asset or group of similar assets. If
the initial screening test is not met, the set is considered a business based on whether there are inputs and substantive processes
in place. Based on the results of this analysis and conclusion on an acquisition’s classification of a business combination or an
asset acquisition, the accounting treatment is derived.
Page 31
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
If the acquisition is deemed to be a business, the acquisition method of accounting is applied. Identifiable assets acquired
and liabilities assumed at the acquisition date are recorded at fair value. If the transaction is deemed to be an asset purchase, the
cost accumulation and allocation model is used, whereby the assets and liabilities are recorded based on the purchase price and
allocated to the individual assets and liabilities based on relative fair values.
The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed are based on
various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables
in these valuations are discount rates and the number of years on which to base the cash flow projections, as well as other
assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates based on
the risk inherent in the acquired assets and related cash flows. The valuation of an acquired business is based on available
information at the acquisition date and assumptions that are believed to be reasonable. However, a change in facts and
circumstances as of the acquisition date can result in subsequent adjustments during the measurement period, but no later than
one year from the acquisition date.
Investments in Equity Investees
The Company accounts for its investments in Steckman Ridge and PennEast using the equity method of accounting
where it is not the primary beneficiary, as defined under ASC 810, Consolidation, in that its respective ownership interests are
50 percent or less and/or it has significant influence over operating and management decisions. The Company’s share of
earnings is recognized as equity in earnings of affiliates on the Consolidated Statements of Operations.
Equity method investments are reviewed for impairment when changes in facts and circumstances indicate that the
current fair value may be less than the asset’s carrying amount. Factors that the Company analyzes in determining whether an
impairment in its equity investments exists include reviewing the financial condition and near-term prospects of the investees,
including economic conditions and trends in the general market, significant delays in or failure to complete significant projects,
unfavorable regulatory or legal actions expected to substantially impact future earnings potential and lower-than-expected cash
distributions from investees. If the Company determines the decline in the value of its equity method investment is other than
temporary, an impairment charge is recorded in an amount equal to the excess of the carrying value of the asset over its fair
value.
When impairment indicators are present, the fair value of the Company’s investment in Steckman Ridge is determined
using a discounted cash flow method and utilizes management’s best estimates and assumptions related to expected future
results, including the price and capacity of firm natural gas storage contracting, operations and maintenance costs, the nature
and timing of major maintenance and capital investment, and discount rates. Fair value determinations require considerable
judgment and are sensitive to changes in underlying assumptions and other factors. As a result, it is reasonably possible that
unfavorable developments, such as the failure to execute storage contracts and other services for available capacity at
anticipated price levels could result in an other-than-temporary impairment charge in the Consolidated Financial Statements.
In June 2021, we evaluated our equity investment in PennEast for impairment and determined that it was other-than-
temporarily impaired. We estimated the fair value of our investment in PennEast using probability-weighted scenarios assigned
to discounted future cash flows. The impairment is the result of management’s estimates and assumptions regarding the
likelihood of certain outcomes related to required regulatory approvals and pending legal matters (the timing of which remains
uncertain), the timing and magnitude of construction costs and in-service dates, the evaluation of the current environmental and
political climate as it relates to interstate pipeline development and transportation capacity revenues and discount rates. The
other-than-temporary impairment was recorded in equity in (losses) earnings from affiliates in the Consolidated Statements of
Operations. In September 2021, it was determined that this project was no longer supported and all further development has
ceased.
Impairment of Long-lived Assets
Property, plant and equipment and finite-lived intangible assets are reviewed periodically for impairment when changes
in facts and circumstances indicate that the carrying amount of an asset may not be fully recoverable in accordance with the
appropriate accounting guidance. Factors that the Company analyzes in determining whether an impairment in its long-lived
assets exists include determining if a significant decrease in the market price of a long-lived asset is present; a significant
adverse change in the extent to which a long-lived asset is being used in its physical condition; legal proceedings or factors;
significant business climate changes; accumulations of costs in significant excess of the amounts expected; a current-period
operating or cash flow loss coupled with historical negative cash flows or expected future negative cash flows; and current
Page 32
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
expectations that more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its
estimated useful life. When an impairment indicator is present, the Company determines if the carrying value of the asset is
recoverable by comparing it to its expected undiscounted future cash flows. If the carrying value of the asset is greater than the
expected undiscounted future cash flows, an impairment charge is recorded in an amount equal to the excess of the carrying
value of the asset over its fair value.
Derivative Instruments
We record our derivative instruments held as assets and liabilities at fair value on the Consolidated Balance Sheets. In
addition, since we choose not to designate any of our physical and financial natural gas commodity derivatives as accounting
hedges, changes in the fair value of Energy Services’ commodity derivatives are recognized in earnings, as they occur, as a
component of operating revenues or natural gas purchases on the Consolidated Statements of Operations. Changes in the fair
value of foreign exchange contracts are recognized in natural gas purchases on the Consolidated Statements of Operations.
The fair value of derivative instruments is determined by reference to quoted market prices of listed exchange-traded
contracts, published price quotations, pipeline tariff information or a combination of those items. Energy Services’ portfolio is
valued using the most current and reasonable market information. If the price underlying a physical commodity transaction does
not represent a visible and liquid market, Energy Services may utilize additional published pipeline tariff information and/or
other services to determine an equivalent market price. As of September 30, 2022, the fair value of its derivative assets and
liabilities reported on the Consolidated Balance Sheets that is based on such pricing is considered immaterial.
Should there be a significant change in the underlying market prices or pricing assumptions, Energy Services may
experience a significant impact on its financial position, results of operations and cash flows. Refer to Item 7A. Quantitative and
Qualitative Disclosures About Market Risks for a sensitivity analysis related to the impact to derivative fair values resulting
from changes in commodity prices. The valuation methods we use to determine fair values remained consistent for fiscal 2022,
2021 and 2020. We apply a discount to our derivative assets to factor in an adjustment associated with the credit risk of its
physical natural gas counterparties and to our derivative liabilities to factor in an adjustment associated with its own credit risk.
We determine this amount by using historical default probabilities corresponding to the appropriate S&P issuer ratings. Since
the majority of our counterparties are rated investment grade, this results in an immaterial credit risk adjustment.
Gains and losses associated with derivatives utilized by NJNG to manage the price risk inherent in its natural gas
purchasing activities are recoverable through its BGSS, subject to BPU approval. Accordingly, the offset to the change in fair
value of these derivatives is recorded as either a regulatory asset or liability on the Consolidated Balance Sheets.
Clean Energy Ventures hedges certain of its expected production of SRECs through forward and futures contracts. Clean
Energy Ventures intends to physically deliver all SRECs it sells and recognizes SREC revenue as operating revenue on the
Consolidated Statements of Operations upon delivery of the underlying SREC.
We have not designated any derivatives as fair value or cash flow hedges as of September 30, 2022 and 2021.
Income Taxes
The determination of our provision for income taxes requires the use of estimates and the interpretation and application of
tax laws. Judgment is required in assessing the deductibility and recoverability of certain tax benefits. We use the asset and
liability method to determine and record deferred tax assets and liabilities, representing future tax benefits and taxes payable,
which result from the differences in basis recorded in GAAP financial statements and amounts recorded in the income tax
returns. The deferred tax assets and liabilities are recorded utilizing the statutorily enacted tax rates expected to be in effect at
the time the assets are realized and/or the liabilities settled. An offsetting valuation allowance is recorded when it is more likely
than not that some or all of the deferred income tax assets won’t be realized. Any significant changes to the estimates and
judgments with respect to the interpretations, timing or deductibility could result in a material change to earnings and cash
flows.
Page 33
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
For state income tax and other taxes, estimates and judgments are required with respect to the apportionment among the
various jurisdictions. In addition, we operate within multiple tax jurisdictions and are subject to audits in these jurisdictions.
These audits can involve complex issues, which may require an extended period of time to resolve. We maintain a liability for
the estimate of potential income tax exposure and, in our opinion, adequate provisions for income taxes have been made for all
years reported. Any significant changes to the estimates and judgments with respect to the apportionment factor could result in
a material change to earnings and cash flows.
Occasionally, the federal and state taxing authorities determine that it is necessary to make certain changes to the income
tax laws. These changes may include but are not limited to changes in the tax rates and/or the treatment of certain items of
income or expense. Accounting guidance requires that the Company reflect the effect of changes in tax laws or tax rates at the
date of enactment. Additionally, the Company is required to re-measure its deferred tax assets and liabilities as of the date of
enactment. For non-regulated entities, the effect of changes in tax laws or tax rates are required to be included in income from
continuing operations for the period that includes the enactment date. For regulated entities, if as the result of an action by a
regulator it is probable that the future increase or decrease in taxes payable for items such as changes in tax laws or rates will be
recovered from or returned to customers through future rates, an asset or liability shall be recognized for that probable increase
or decrease in future revenue. Accounting guidance also requires that regulatory liabilities and/or assets be considered a
temporary difference for which a related deferred tax asset and/or liability shall be recognized.
Accounting guidance requires that we establish reserves for uncertain tax positions when it is more likely than not that the
positions will not be sustained when challenged by taxing authorities. Any changes to the estimates and judgments with respect
to the interpretations, timing or deductibility could result in a change to earnings and cash flows. Interest and penalties related
to unrecognized tax benefits, if any, are recognized within income tax expense, and accrued interest and penalties are
recognized within accrued taxes on the Consolidated Balance Sheets.
To the extent that NJNG invests in property that qualifies for ITCs, the ITC is deferred and amortized to income over the
life of the equipment in accordance with regulatory treatment. In general, for our unregulated subsidiaries, we record ITCs on
the balance sheet as a contra-asset as a reduction to property, plant and equipment when the property is placed in service. The
contra asset is amortized on the Consolidated Statements of Operations as a reduction to depreciation expense over the useful
lives of the related assets.
Changes to the federal statutes related to ITCs, which have the effect of reducing or eliminating the credits, could have a
negative impact on earnings and cash flows.
Recently Issued Accounting Standards
Refer to Note 2. Summary of Significant Accounting Policies in the accompanying Consolidated Financial Statements for
discussion of recently issued accounting standards.
Management’s Overview
Consolidated
NJR is a diversified energy services holding company providing retail natural gas service in New Jersey and wholesale
natural gas and related energy services to customers in the U.S. and Canada. In addition, we invest in clean energy projects and
storage and transportation assets and provide various repair, sales and installation services. A more detailed description of our
organizational structure can be found in Item 1. Business.
The following sections include a discussion of results for fiscal 2022 compared to fiscal 2021. The comparative results
for fiscal 2021 with fiscal 2020 have been omitted from this Form 10-K, but may be found in Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations on Form 10-K of our Annual Report for the fiscal year ended
September 30, 2021, filed with the SEC on November 18, 2021.
Page 34
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Reporting Segments
We have four primary reporting segments as presented in the chart below:
In addition to our four reporting segments above, we have nonutility operations that either provide corporate support
services or do not meet the criteria to be treated as a separate reporting segment. These operations, which comprise Home
Services and Other, include: appliance repair services, sales and installations at NJRHS, commercial real estate holdings at
CR&R and home warranty contracts at NJR Retail.
Impacts of the COVID-19 Pandemic
We continue to closely monitor developments related to the COVID-19 pandemic and have, when appropriate, taken
steps intended to limit potential exposure for our employees and those we serve, including continuity in the safe operation of
our business. These steps include working from home for our office-based employees utilizing a hybrid schedule, limiting
direct contact with our customers and suspending late payment fees for our utility customers. And while we, along with other
businesses, are continuing to return to normal operating practices, this remains an evolving situation. The timing for recovery of
businesses and local economies, resurgences or mutations of the virus, and any potential future shutdowns remains unknown.
Throughout the COVID-19 pandemic, we have continued to provide essential services to our customers. Both NJR and NJNG
continue to have sufficient liquidity to meet their current obligations, and business operations remain fundamentally unchanged
at this time. We cannot predict the nature and extent of the pandemic’s impacts to future operations or its effects on our
financial condition, results of operations and cash flows. We will continue to monitor developments affecting our employees,
customers and operations and take additional steps to address the COVID-19 pandemic and its impacts, as necessary.
Page 35
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Operating Results
Net income (loss) and assets by reporting segment and other business operations for the fiscal years ended September 30,
are as follows:
(Thousands)
Natural Gas Distribution
Clean Energy Ventures
Energy Services
Storage and Transportation
Home Services and Other
Intercompany (1)
Total
Net Income
$
2022
2021
2020
Assets
Net Income
Assets
Net Income
Assets
140,124 $ 4,030,686 $
1,015,065
39,403
333,064
69,650
999,520
26,598
159,068
(781)
(275,987)
(72)
274,922 $ 6,261,416 $
107,375 $ 3,707,461 $
914,788
16,789
365,423
58,957
862,407
(67,787)
162,134
(826)
(289,935)
3,382
117,890 $ 5,722,278 $
126,902 $ 3,531,477
814,277
22,111
244,836
(11,008)
844,799
18,311
138,375
5,784
(257,287)
907
163,007 $ 5,316,477
$
(1)
Consists of transactions between subsidiaries that are eliminated in consolidation.
The increase in net income of $157.0 million during fiscal 2022, compared with fiscal 2021, is due primarily to increased
earnings at Natural Gas Distribution due to higher base rates, increased SREC and electricity sales at Clean Energy Ventures,
the impairment of our equity method investment in PennEast during fiscal 2021 that did not reoccur in fiscal 2022, and the
commencement of AMAs at Energy Services with an investment grade public utility, which began in November 2021, partially
offset by the strong market demand related to the extreme cold weather during February 2021, which did not reoccur to the
same extent during 2022. The primary drivers of the changes noted above are described in more detail in the individual
reporting segment and other business operations discussions.
The increase in assets during fiscal 2022, compared with fiscal 2021, was increased infrastructure spend in Storage and
Transportation primarily related to the conversion and construction of the southern end of Adelphia Gateway, which was put
into service during fiscal 2022, additional investment in utility plant in Natural Gas Distribution and solar asset investments at
Clean Energy Ventures, along with an increase in gas in storage at Natural Gas Distribution.
Non-GAAP Financial Measures
Our management uses NFE, a non-GAAP financial measure, when evaluating our operating results. Energy Services
economically hedges its natural gas inventory with financial derivative instruments. NFE is a measure of the earnings based on
eliminating timing differences surrounding the recognition of certain gains or losses, to effectively match the earnings effects of
the economic hedges with the physical sale of natural gas and, therefore, eliminates the impact of volatility to GAAP earnings
associated with the derivative instruments. To the extent we utilize forwards, futures or other derivatives to hedge forecasted
SREC production, unrealized gains and losses are also eliminated from NFE. 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 our ongoing operations. Included in the tax effects are current and deferred
income tax expense corresponding with the components of NFE.
Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in
addition to, and not as a substitute for or a replacement of, the comparable GAAP measure and should be read in conjunction
with those GAAP results.
Page 36
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Below is a reconciliation of consolidated net income, the most directly comparable GAAP measure, to NFE for the fiscal
years ended September 30:
(Thousands, except per share data)
Net income
Add:
Unrealized (gain) loss on derivative instruments and related transactions
Tax effect
Effects of economic hedging related to natural gas inventory (1)
Tax effect
(Gain on) impairment of equity method investment
Tax effect
Net financial earnings
Basic earnings per share
Add:
Unrealized (gain) loss on derivative instruments and related transactions
Tax effect
Effects of economic hedging related to natural gas inventory (1)
Tax effect
(Gain on) impairment of equity method investment
Tax effect
Basic NFE per share
2022
2021
$ 274,922 $ 117,890 $ 163,007
2020
(59,906)
14,248
19,939
(4,738)
(5,521)
1,377
(9,644)
2,296
12,690
(3,016)
—
—
$ 240,321 $ 207,712 $ 165,333
54,203
(12,887)
(42,405)
10,078
92,000
(11,167)
$
2.86 $
1.23 $
1.72
(0.62)
0.15
0.21
(0.05)
(0.06)
0.01
2.50 $
0.56
(0.13)
(0.44)
0.10
0.96
(0.12)
2.16 $
(0.10)
0.02
0.13
(0.03)
—
—
1.74
$
(1)
Effects of hedging natural gas inventory transactions where the economic impact is realized in a future period.
NFE by reporting segment and other business operations for the fiscal years ended September 30, discussed in more detail
within the operating results sections of each reporting segment and other business operations, is summarized as follows:
(Thousands)
Natural Gas Distribution
Clean Energy Ventures
Energy Services
Storage and Transportation
Home Services and Other
Eliminations (1)
Total
2022
$ 140,124
39,403
39,121
22,454
(781)
—
$ 240,321
2020
2021
52 % $ 126,902
58 % $ 107,375
22,111
8
16,789
17
(7,873)
34
71,117
16
18,311
6
13,046
9
5,784
—
(826)
—
98
—
211
—
100 % $ 207,712 100 % $ 165,333 100 %
77 %
13
(5)
11
4
—
(1) Consists of transactions between subsidiaries that are eliminated in consolidation.
The increase in NFE of $32.6 million during fiscal 2022, compared with fiscal 2021, was due primarily to higher base rates
at NJNG, increased SREC and electricity sales at Clean Energy Ventures and the commencement of AMAs at Energy Services
with an investment grade public utility, which began in November 2021, partially offset by the extreme cold weather during
February 2021, as previously discussed.
Natural Gas Distribution
Overview
Natural Gas Distribution is comprised of NJNG, a natural gas utility that provides regulated natural gas service
throughout Burlington, Middlesex, Monmouth, Morris, Ocean and Sussex counties in New Jersey to approximately 569,300
residential and commercial customers in its service territory and also participates in the off-system sales and capacity release
markets. The business is subject to various risks, including those risks associated with COVID-19, which may include but are
not limited to impacts to customer growth and customer usage, customer collections, the timing and costs of capital
expenditures and construction of infrastructure projects, operating and financing costs, fluctuations in commodity prices and
customer conservation efforts. In addition, NJNG may be subject to adverse economic conditions such as inflation and rising
natural gas costs, certain regulatory actions, environmental remediation and severe weather conditions. It is often difficult to
predict the impact of events or trends associated with these risks.
Page 37
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
NJNG’s business is seasonal by nature, as weather conditions directly influence the volume of natural gas delivered to
customers on an annual basis. Specifically, customer demand substantially increases during the winter months when natural gas
is used for heating purposes. As a result, NJNG generates most of its natural gas distribution revenues during the first and
second fiscal quarters and is subject to variations in earnings and working capital during the fiscal year.
As a regulated company, NJNG is required to recognize the impact of regulatory decisions on its financial statements.
See Note 4. Regulation in the accompanying Consolidated Financial Statements for a more detailed discussion on regulatory
actions, including filings related to programs and associated expenditures, as well as rate requests related to recovery of capital
investments and operating costs.
NJNG’s operations are managed with the goal of providing safe and reliable service, growing its customer base,
diversifying its Utility Gross Margin, promoting clean energy programs and mitigating the risks discussed above.
Base Rate Case
On November 17, 2021, the BPU issued an order adopting a stipulation of settlement approving a $79.0 million increase to
base rates, effective December 1, 2021. In addition, the order also included approval for the final increase for the NJ RISE/
SAFE II programs, which totaled $269,000. These increases include an overall rate of return on rate base of 6.84 percent, return
on common equity of 9.6 percent, a common equity ratio of 54.0 percent and a composite depreciation rate of 2.78 percent.
Infrastructure Projects
NJNG has significant annual capital expenditures associated with the management of its natural gas distribution and
transmission system, including new utility plant associated with customer growth and its associated PIM and infrastructure
programs. Below is a summary of NJNG’s capital expenditures, including accruals for fiscal 2022 and estimates of expected
investments over the next fiscal year:
Estimated capital expenditures are reviewed on a regular basis and may vary based on the ongoing effects of regulatory
oversight, environmental regulations, unforeseen events and the ability to access capital.
NJNG continues to implement BPU-approved infrastructure projects that are designed to enhance the reliability and
integrity of NJNG’s natural gas distribution system.
Page 38
$ (Millions)$1.1$53.9$103.7$32.3$42.2$6.6$42.4$26.5$56.0$111.0$34.0$67.0$32.5$38.02022A2023ERenewable Natural Gas/Power to GasCustomerGrowth SystemMaintenance and IntegrityInfrastructure Investment ProgramTechnology UpgradesFacilities Cost of Removal and Other$0$20$40$60$80$100$120 New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Infrastructure Investment Program
In February 2019, NJNG filed a petition with the BPU seeking authority to implement a five-year IIP. The IIP consisted
of two components: transmission and distribution investments and information technology replacement and enhancements. The
total investment for the IIP was approximately $507.0 million. All approved investments will be recovered through annual
filings to adjust base rates. In October 2020, the BPU approved the Company’s transmission and distribution component of the
IIP for $150.0 million over five years, effective November 1, 2020. NJNG voluntarily withdrew the information technology
upgrade component and will seek to recover associated costs in future rate case proceedings. On March 31, 2022, NJNG filed
its first rate recovery request for its BPU-approved IIP with capital expenditures estimated through June 30, 2022, including
AFUDC. On July 13, 2022, NJNG filed its update with actual capital expenditures of $28.9 million through June 30, 2022. On
September 7, 2022, the BPU approved the rate increase resulting in a $3.2 million revenue increase, effective October 1, 2022.
SAFE II and NJ RISE
The BPU approved the 5-year SAFE II program and the associated rate mechanism to replace the remaining unprotected
steel mains and services from NJNG’s natural gas distribution system at an estimated cost of approximately $200 million,
excluding AFUDC. With the approval of SAFE II, $157.5 million was approved for accelerated cost recovery methodology.
The remaining $42.5 million in capital expenditures was requested for recovery in base rate cases, of which $23.4 million was
approved in NJNG’s 2019 base rate case and $19.1 million was approved in the 2021 base rate case.
The BPU approved NJNG’s NJ RISE capital infrastructure program, which consists of six capital investment projects
estimated to cost $102.5 million, excluding AFUDC, for natural gas distribution storm hardening and mitigation projects, along
with associated depreciation expense. These system enhancements are intended to minimize service impacts during extreme
weather events to customers in the most storm-prone areas of NJNG’s service territory. Recovery of NJ RISE investments is
included in NJNG’s base rates.
In March 2021, NJNG filed a petition with the BPU requesting the final base rate increase for the recovery associated
with NJ RISE and SAFE II capital investments costs of approximately $3.4 million made through June 30, 2021. In June 2021,
this filing was consolidated with the 2021 base rate case. On November 17, 2021, the BPU issued an order for the consolidated
matter which included approval for the final increase for the NJ RISE and SAFE II programs of $269,000.With this approval,
the filings with respect to NJ RISE and SAFE II are complete.
Southern Reliability Link
The SRL is an approximately 30-mile, 30-inch transmission main designed to support improved system reliability and
integrity in the southern portion of NJNG’s service territory. SRL was completed and placed in service in August 2021.
Customer Growth
In conducting NJNG’s business, management focuses on factors it believes may have significant influence on its future
financial results. NJNG’s policy is to work with all stakeholders, including customers, regulators and policymakers, to achieve
favorable results. These factors include the rate of NJNG’s customer growth in its service territory, which can be influenced by
political and regulatory policies, the delivered cost of natural gas compared with competing fuels, interest rates and general
economic and business conditions.
NJNG’s total customers as of September 30, include the following:
Firm customers
Residential
Commercial, industrial & other
Residential transport
Commercial transport
Total firm customers
Other
Total customers
2022
2021
2020
512,264
31,227
17,316
8,397
569,204
96
569,300
502,546
30,615
21,882
8,815
563,858
47
563,905
497,779
28,735
22,420
9,184
558,118
48
558,166
Page 39
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
During fiscal 2022, 2021 and 2020, NJNG added 7,808, 7,854 and 8,349 new customers, respectively. NJNG expects
new customer additions, and those customers who added additional natural gas services to their premises to contribute
approximately $6.5 million of incremental Utility Gross Margin on an annualized basis.
NJNG expects its new customer annual growth rate to be approximately 1.6 percent. Based on information from
municipalities and developers, as well as external industry analysts and management’s experience, NJNG estimates that
approximately 65 percent of the growth will come from new construction markets and 35 percent from customer conversions to
natural gas from other fuel sources. This new customer and conversion growth would increase Utility Gross Margin under
NJNG’s base rates by approximately $7.7 million annually, as calculated under NJNG’s CIP tariff.
Energy Efficiency Programs
SAVEGREEN conducts home energy audits and provides various grants, incentives and financing alternatives designed
to encourage the installation of high-efficiency heating and cooling equipment and other energy efficiency upgrades. Depending
on the specific incentive or approval, NJNG recovers costs associated with the programs over a two- to 10-year period through
a tariff rider mechanism. In March 2021, the BPU approved a three-year SAVEGREEN program consisting of approximately
$126.1 million of direct investment, $109.4 million in financing options and approximately $23.4 million in operation and
maintenance expenses, which resulted in a $15.6 million annual recovery increase, effective July 1, 2021.
In May 2020, NJNG filed a petition with the BPU to decrease its EE recovery rate. In October, 2020, the BPU approved
NJNG to maintain its existing rate, which resulted in an annual recovery of approximately $11.4 million, effective November 1,
2020.
In June 2021, NJNG submitted its annual cost recovery filing for the SAVEGREEN programs established from 2010
through 2021. On January 26, 2022, the BPU approved the stipulation, which increased annual recoveries by $2.2 million,
effective February 1, 2022.
On June 1, 2022, NJNG submitted its annual cost recovery filing for the SAVEGREEN programs established from 2010
through the present. On September 28, 2022, the BPU approved the decrease, which will result in an annual decrease of
approximately $3.5 million, effective October 1, 2022.
The following table summarizes loans, grants, rebates and related investments as of September 30:
(Thousands)
Loans
Grants, rebates and related investments
Total
2022
152,000 $
132,200
284,200 $
2021
132,800
98,100
230,900
$
$
Program recoveries from customers during the fiscal years ended September 30, 2022 and 2021, were $25.8 million and
$12.4 million, respectively. The recovery includes a weighted average cost of capital that ranges from 6.69 percent to 7.76
percent, with a return on equity of 9.6 percent to 10.3 percent.
Conservation Incentive Program/BGSS
The CIP facilitates normalizing NJNG’s Utility Gross Margin for variances not only due to weather but also for other
factors affecting customer usage, such as conservation and energy efficiency. Recovery of Utility Gross Margin for the non-
weather variance through the CIP is limited to the amount of certain natural gas supply cost savings achieved and is subject to a
variable margin revenue test. Additionally, recovery of the CIP Utility Gross Margin is subject to an annual earnings test. An
annual review of the CIP must be filed by June 1, coincident with NJNG’s annual BGSS filing, during which NJNG can request
rate changes to the CIP.
NJNG’s total utility firm gross margin includes the following adjustments related to the CIP mechanism:
(Thousands)
Weather (1)
Usage
Total
2022
2021
2020
$
$
22,263 $
2,032
24,295 $
13,273 $
(1,852)
11,421 $
17,882
292
18,174
(1)
Compared with the 20-year average, weather was 8.3 percent, 6.5 percent and 7.6 percent warmer-than-normal during fiscal 2022, 2021 and 2020
respectively.
Page 40
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Recovery of Natural Gas Costs
NJNG’s cost of natural gas is passed through to our customers, without markup, by applying NJNG’s authorized BGSS
rate to actual therms delivered. There is no Utility Gross Margin associated with BGSS costs; therefore, changes in such costs
do not impact NJNG’s earnings. NJNG monitors its actual natural gas costs in comparison to its BGSS rates to manage its cash
flows associated with its allowed recovery of natural gas costs, which is facilitated through BPU-approved deferred accounting
and the BGSS pricing mechanism. Accordingly, NJNG occasionally adjusts its periodic BGSS rates or can issue credits or
refunds, as appropriate, for its residential and small commercial customers when the commodity cost varies from the existing
BGSS rate. BGSS rates for its large commercial customers are adjusted monthly based on NYMEX prices.
NJNG’s residential and commercial markets are currently open to competition, and its rates are segregated between
BGSS (i.e., natural gas commodity) and delivery (i.e., transportation) components. NJNG earns Utility Gross Margin through
the delivery of natural gas to its customers and, therefore, is not negatively affected by customers who use its transportation
service and purchase natural gas from another supplier. Under an existing order from the BPU, BGSS can be provided by
suppliers other than the state’s natural gas utilities; however, customers who purchase natural gas from another supplier
continue to use NJNG for transportation service.
During fiscal 2021, NJNG notified the BPU of its intent to provide BGSS bill credits to residential and small commercial
sales customers. The actual bill credits given to customers totaled $20.6 million, $19.3 million net of tax.
In November 2021, the BPU approved on a preliminary basis a $2.9 million increase to the annual revenues credited to
BGSS, a $13.0 million annual increase related to its balancing charge, as well as changes to CIP rates, which resulted in a $6.3
million annual recovery decrease, effective December 1, 2021, and approved on a final basis on May 4, 2022.
In November 2021, NJNG submitted notification of its intent to self-implement an increase to its BGSS rate, which
resulted in an approximately $24.2 million increase to annual revenues credited to BGSS, effective December 1, 2021.
On June 1, 2022, NJNG submitted its annual petition to modify its BGSS, balancing charge and CIP rates for residential
and small business customers, which was approved by the BPU on a preliminary basis on September 7, 2022. This includes an
$81.9 million increase to the annual revenues credited to BGSS, a $9.0 million annual increase related to its balancing charge
and a $10.2 million increase to CIP rates, effective October 1, 2022. The balancing charge rate includes the cost of balancing
natural gas deliveries with customer usage for sales and transportation customers, and balancing charge revenues are credited to
BGSS.
BGSS Incentive Programs
NJNG is eligible to receive financial incentives for reducing BGSS costs through a series of Utility Gross Margin-sharing
programs that include off-system sales, capacity release and storage incentive programs. These programs are designed to
encourage better utilization and hedging of NJNG’s natural gas supply, transportation and storage assets. Depending on the
program, NJNG shares 80 or 85 percent of Utility Gross Margin generated by these programs with firm customers. Utility
Gross Margin from incentive programs was $19.6 million, $13.4 million and $9.5 million during the fiscal years ended
September 30, 2022, 2021 and 2020, respectively.
Hedging
In order to provide relative price stability to its natural gas supply portfolio, NJNG employs a hedging strategy with the
goal of having at least 75 percent of the Company’s projected winter periodic BGSS natural gas sales volumes hedged by each
November 1 and at least 25 percent of the projected periodic BGSS natural gas sales hedged for the following April-through-
March period. The hedging goal is typically achieved with gas in storage and the use of financial instruments to hedge storage
injections. NJNG may also use various financial instruments including futures, swaps, options and weather related products to
hedge its future delivery obligations.
Commodity Prices
Natural Gas Distribution is affected by the price of natural gas, which can have a significant impact on our cash flows,
short-term financing costs, the price of natural gas charged to our customers through the BGSS clause, our ability to collect
accounts receivable, which impacts our bad debt expense, and our ability to maintain a competitive advantage over other energy
sources.
Page 41
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Natural gas commodity prices are shown in the graph below, which illustrates the daily natural gas prices(1) in the
Northeast market region, also known as TETCO M-3.
(1) Data sourced from Standard & Poor’s Financial Services, LLC Global Platts.
The maximum price per MMBtu was $17.69, $14.57 and $5.59 and the minimum price was $2.42, $0.28 and $0.68 for
the fiscal years ended September 30, 2022, 2021 and 2020, respectively. A more detailed discussion of the impacts of the price
of natural gas on operating revenues, natural gas purchases and cash flows can be found in the Operating Results and Cash
Flow sections of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Societal Benefits Charge
NJNG’s qualifying customers are eligible for the USF program, which is administered by the New Jersey Department of
Community Affairs, to help make energy bills more affordable.
In April 2021, the BPU approved on a final basis NJNG’s annual SBC application to recover remediation expenses,
including an increase in the RAC, of approximately $1.3 million annually and an increase to the NJCEP factor, of
approximately $6.0 million, which was effective May 1, 2021.
In September 2021, the BPU approved on a final basis NJNG’s annual USF compliance filing, which resulted in an
annual increase of approximately $4.9 million, effective October 1, 2021.
On March 23, 2022, the BPU approved on a final basis NJNG’s annual SBC application to recover remediation expenses,
including an increase in the RAC, of approximately $600,000 annually and a decrease to the NJCEP factor of approximately
$2.9 million, effective April 1, 2022.
On June 27, 2022, NJNG filed its annual USF compliance filing proposing a decrease to the statewide USF rate. On
August 25, 2022, an additional update was submitted on behalf of all NJ utilities with actual information through July 31, 2022.
On September 28, 2022, the BPU approved a decrease based on the August update, which resulted in an annual decrease of
approximately $1.6 million, effective October 1, 2022.
On September 13, 2022, NJNG submitted its annual SBC filing to the BPU requesting approval of RAC expenditures
through June 30, 2022, as well as an increase to the RAC annual recoveries of $3.8 million and an increase to the NJCEP
annual recoveries of $2.2 million, with a proposed effective date of April 1, 2023.
Page 42
($ per MMBtu)Tetco M-3 Daily Prices202220212020OctNovDecJanFebMarAprMayJuneJulyAugSept$0$3$6$9$12$15$18
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Environmental Remediation
NJNG is responsible for the environmental remediation of former MGP sites, which contain contaminated residues from
former gas manufacturing operations that ceased operating at these sites by the mid-1950s and, in some cases, had been
discontinued many years earlier. Actual MGP remediation costs may vary from management’s estimates due to the developing
nature of remediation requirements, regulatory decisions by the NJDEP and related litigation. NJNG reviews these costs at the
end of each fiscal year and adjusts its liability and corresponding regulatory asset as necessary to reflect its expected future
remediation obligation. Accordingly, NJNG recognized a regulatory asset and an obligation of $127.1 million as of September
30, 2022, a decrease of $7.9 million compared with the prior fiscal period.
In June 2019, NJNG initiated a preliminary assessment of a site in Aberdeen, New Jersey to determine prior ownership
and if former MGP operations were active at the location. The preliminary assessment and site investigation activities are
ongoing at the Aberdeen site and, based on initial findings, will be moving to the remedial investigation phase. The costs
associated with preliminary assessment, site investigation and remedial investigation activities are considered immaterial and
are included as a component of NJNG’s annual SBC application to recover remediation expenses. We will continue to gather
information to further refine and enhance the estimate of potential costs for this site as it becomes available. See Note 15.
Commitments and Contingent Liabilities for a more detailed description.
Other regulatory filings and a more detailed discussion of the filings in this section can be found in Note 4. Regulation in
the accompanying Consolidated Financial Statements.
Operating Results
NJNG’s operating results for the fiscal years ended September 30, are as follows:
(Thousands)
Operating revenues (1)
Operating expenses
Natural gas purchases (2) (3)
Operation and maintenance
Regulatory rider expense (4)
Depreciation and amortization
Total operating expenses
Operating income
Other income, net
Interest expense, net of capitalized interest
Income tax provision
Net income
2022
2021
$ 1,128,767 $ 731,796 $ 729,923
2020
557,232
198,546
59,437
94,579
909,794
218,973
7,686
46,394
40,141
287,307
162,792
34,529
71,883
556,511
173,412
11,486
30,975
27,021
$ 140,124 $ 107,375 $ 126,902
260,714
203,740
38,304
80,045
582,803
148,993
13,841
36,405
19,054
(1)
(2)
(3)
(4)
Includes nonutility revenue of approximately $1.4 million and $337,000 for fiscal 2022 and 2021, respectively, for lease agreements with various NJR
subsidiaries leasing office space from NJNG at the Company’s headquarters that commenced in July 2021, which are eliminated in consolidation. There
was no nonutility revenue for fiscal 2020.
Includes the purchased cost of the natural gas, fees paid to pipelines and storage facilities, adjustments as a result of BGSS incentive programs and
hedging transactions. These expenses are passed through to customers and are offset by corresponding revenues.
Includes related party transactions of approximately $9.3 million, $13.0 million and $11.5 million for fiscal 2022, 2021 and 2020, respectively, a portion
of which is eliminated in consolidation.
Consists of expenses associated with state-mandated programs, the RAC and energy efficiency programs, calculated on a per-therm basis. These
expenses are passed through to customers and are offset by corresponding revenues.
Operating Revenues and Natural Gas Purchases
Operating revenues increased 54.2 percent during fiscal 2022 compared with fiscal 2021. Natural gas purchases increased
113.7 percent during fiscal 2022 compared with fiscal 2021.
Page 43
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
The factors contributing to the increases and decreases in operating revenues and natural gas purchases during fiscal
2022, are as follows:
(Thousands)
BGSS incentives
Base rate impact
Average BGSS rates
Bill credits
CIP adjustments
Firm sales
Riders and other (1)
Total increase (decrease)
2022 v. 2021
Operating
revenues
Natural gas
purchases
$
$
231,496 $
65,819
54,347
20,590
12,874
(11,040)
22,885
396,971 $
225,324
—
54,347
20,590
—
(4,199)
456
296,518
(1)
Other includes changes in rider rates, including those related to EE, NJCEP and other programs, which is offset in regulatory rider expense.
Non-GAAP Financial Measures
Management uses Utility Gross Margin, a non-GAAP financial measure, when evaluating the operating results of NJNG.
NJNG’s Utility Gross Margin is defined as operating revenues less natural gas purchases, sales tax, and regulatory rider
expenses. This measure differs from gross margin as presented on a GAAP basis, as it excludes certain operations and
maintenance expense and depreciation and amortization. Utility Gross Margin may also not be comparable to the definition of
gross margin used by others in the natural gas distribution business and other industries. Management believes that Utility
Gross Margin provides a meaningful basis for evaluating utility operations since natural gas costs, sales tax and regulatory rider
expenses are included in operating revenues and passed through to customers and, therefore, have no effect on Utility Gross
Margin. Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in
addition to, and not as a substitute for, the comparable GAAP measure.
Utility Gross Margin
A reconciliation of gross margin, the closest GAAP financial measure to NJNG’s Utility Gross Margin for the fiscal years
ended September 30, is as follows:
(Thousands)
Operating revenues
Less:
Natural gas purchases
Operation and maintenance (1)
Regulatory rider expense
Depreciation and amortization
Gross margin
Add:
Operation and maintenance (1)
Depreciation and amortization
Utility Gross Margin
2022
$ 1,128,767 $
2021
731,796 $
2020
729,923
557,232
93,164
59,437
94,579
324,355
260,714
110,364
38,304
80,045
242,369
287,307
88,883
34,529
71,883
247,321
93,164
94,579
512,098 $
110,364
80,045
432,778 $
88,883
71,883
408,087
$
(1)
Excludes selling, general and administrative expenses of approximately $102.8 million, $97.0 million and $77.9 million for the fiscal years 2022, 2021
and 2020, respectively
Utility Gross Margin consists of three components:
• Utility firm gross margin generated from only the delivery component of either a sales tariff or a transportation tariff
from residential and commercial customers who receive natural gas service from NJNG;
• BGSS incentive programs, where revenues generated or savings achieved from BPU-approved off-system sales,
capacity release or storage incentive programs are shared between customers and NJNG; and
• Utility Gross Margin generated from off-tariff customers, as well as interruptible customers.
Page 44
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
The following provides more information on the components of Utility Gross Margin and associated throughput (Bcf) of
natural gas delivered to customers:
($ in thousands)
Utility Gross Margin/Throughput
Residential
Commercial, industrial and other
Firm transportation
Total utility firm gross margin/throughput
BGSS incentive programs
Interruptible/off-tariff agreements
Total Utility Gross Margin/Throughput
Utility Firm Gross Margin
2022
2021
2020
Margin
Bcf
Margin
Bcf
Margin
Bcf
$ 341,167 45.5
8.7
77,629
69,933 13.0
488,729 67.2
19,587 95.2
3,782 32.4
$ 512,098 194.8
$ 288,723
64,950
61,870
415,543
46.2
8.6
13.7
68.5
13,415 101.3
22.9
3,820
$ 432,778 192.7
275,033
57,929
60,199
393,161
44.6
8.2
13.3
66.1
9,471 118.4
30.9
5,455
$ 408,087 215.4
Utility firm gross margin increased $73.2 million during fiscal 2022 compared with fiscal 2021, due primarily to the
increase in base rates and the impact of riders, most notably EE, as previously discussed.
BGSS Incentive Programs
The factors contributing to the change in Utility Gross Margin generated by BGSS incentive programs are as follows:
(Thousands)
Off-system sales
Storage
Capacity release
Total increase
2022 v. 2021
6,897
$
1,737
(2,462)
6,172
$
The increase in BGSS incentive programs was due primarily to increased margins from off-system sales and storage
incentive, partially offset by lower capacity release volumes.
Operation and Maintenance Expense
O&M expense decreased $5.2 million during fiscal 2022 compared with fiscal 2021, due primarily to the deferral of bad
debt costs in accordance with the July 2, 2020 BPU deferral order, partially offset by an increase in compensation and
information technology expenditures.
Depreciation Expense
Depreciation expense increased $14.5 million in fiscal 2022, compared with fiscal 2021, as a result of additional utility
plant being placed into service.
Interest Expense
Interest expense increased $10.0 million in fiscal 2022, compared with fiscal 2021, due primarily to increased outstanding
long-term debt and lower AFUDC debt related to infrastructure projects completed and placed in service at the end of fiscal
2021.
Other Income
Other income decreased $6.2 million during fiscal 2022, compared with fiscal 2021, due primarily to decreased AFUDC
equity as previously discussed, partially offset by increased pension costs.
Page 45
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Income Tax Provision
Income taxes increased $21.1 million during fiscal 2022, compared with fiscal 2021, due to higher income before income
taxes.
Net Income
Net income increased $32.7 million during fiscal 2022, compared with fiscal 2021, due primarily to higher Utility Gross
Margin, partially offset by the related increase in income taxes as previously discussed.
Clean Energy Ventures
Overview
Clean Energy Ventures actively pursues opportunities in the renewable energy markets. Clean Energy Ventures enters
into various agreements to install solar net-metered systems for residential and commercial customers, as well as large
commercial grid-connected projects. In addition, Clean Energy Ventures enters into various long-term agreements, including
PPAs, to supply energy from commercial solar projects.
Capital expenditures related to clean energy projects are subject to change due to a variety of factors that may affect our
ability to commence operations at these projects on a timely basis or at all, including logistics associated with the start-up of
residential and commercial solar projects, such as timing of construction schedules, the permitting and regulatory process, any
delays related to electric grid interconnection, economic trends, unforeseen events and the ability to access capital or allocation
of capital to other investments or business opportunities. Clean Energy Ventures is also subject to various risks, including those
associated with COVID-19, which may include impacts to residential solar customer growth and customer collections, our
ability to identify and develop commercial solar asset investments, impacts to our supply chain and our ability to source
materials for construction.
The primary contributors toward the value of qualifying clean energy projects are tax incentives and RECs. Changes in
the federal statutes related to the ITC and/or relevant state legislation and regulatory policies affecting the market for solar
renewable energy credits could significantly affect future results.
Solar
Solar projects placed in service and related expenditures for the fiscal years ended September 30, are as follows:
($ in Thousands)
Placed in service
Grid-connected (1) (2)
Net-metered:
Commercial (1)
Residential
Total placed in service
2022
Projects MW Costs
3 14.0 $ 31,411
3,433
9 60.1 $ 121,516
2021
Projects MW Costs
1 2.9 $
2020
Projects MW Costs
2,440
2 1.0
11,544
360 3.9
365 18.9 $ 45,395
5,576
1 2.7
13,885
421 4.8
423 10.4 $ 22,894
— —
43
481 5.9 17,474
490 66.0 $ 139,033
(1)
(2)
Includes projects subject to sale leaseback arrangements.
Includes an operational 2.9 MW commercial solar project acquired in December 2020.
Clean Energy Ventures has approximately 386.6 MW of solar capacity in service. Projects that were placed in service
through December 31, 2019, qualified for a 30 percent federal ITC. The credit declined to 26 percent for property under
construction during 2020. In December 2020, the 26 percent federal ITC was extended through the end of 2022. Following the
signing of the Inflation Reduction Act into law in August 2022, the federal ITC was restored to 30 percent through the end of
2032. There are additional opportunities to increase the credit amount up to 20 percent for certain facilities that are placed in
service after December 31, 2022, based upon the type of project and location. ITC-eligible projects placed in service prior to the
enactment of the Inflation Reduction Act are not impacted by the change.
Page 46
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Clean Energy Ventures may enter into transactions to sell certain of its commercial solar assets concurrent with
agreements to lease the assets back over a period of five to 15 years. The Company will continue to operate the solar assets and
is responsible for related expenses and entitled to retain the revenue generated from RECs and energy sales. The ITCs and other
tax benefits associated with these solar projects transfer to the buyer if applicable; however, the lease payments are structured
so that Clean Energy Ventures is compensated for the transfer of the related tax incentives. Accordingly, for solar projects
financed under sale leasebacks for which the assets were sold during the first 5 years of in-service life, Clean Energy Ventures
recognizes the equivalent value of the ITC in other income on the Consolidated Statements of Operations over the respective
five-year ITC recapture periods, starting with the second year of the lease. During fiscal 2022, 2021 and 2020, Clean Energy
Ventures received proceeds of $24.1 million, $17.7 million and $42.9 million, respectively, in connection with the sale
leaseback of commercial solar assets.
As part of its solar investment portfolio, Clean Energy Ventures operates a residential and small commercial solar
program, The Sunlight Advantage®, that provides qualifying homeowners and small business owners the opportunity to have a
solar system installed at their home or place of business with no installation or maintenance expenses. Clean Energy Ventures
owns, operates and maintains the system over the life of the contract in exchange for monthly payments.
For solar installations placed in-service in New Jersey prior to April 30, 2020, each MWh of electricity produced creates
an SREC that represents the renewable energy attribute of the solar-electricity generated that can be sold to third parties,
predominantly load-serving entities that are required to comply with the solar requirements under New Jersey’s renewable
portfolio standard.
In December 2019, the BPU established the TREC as the successor program to the SREC program. TRECs provide a
fixed compensation base multiplied by an assigned project factor in order to determine their value. The project factor is
determined by the type and location of the project, as defined. All TRECs generated are required to be purchased monthly by a
TREC program administrator as appointed by the BPU.
In July 2021, the BPU established a new successor solar incentive program. This Administratively Determined Incentive
Program, which we refer to as SREC IIs, provides administratively set incentives for net metered residential projects and net
metered non-residential projects of 5 MW or less.
REC activity consisted of the following:
2022
2021
2020
SRECs
TRECs
SRECs
TRECs
SRECs
TRECs
Inventory balance as of October 1,
RECs generated
RECs delivered
Inventory balance as of September 30,
108,104
425,453 (1)
(417,305)
116,252
6,944
38,914
(35,099)
10,759
35,011
406,118
(333,025)
108,104
9,270
31,767
(34,093)
6,944
53,395
389,716
(408,100)
35,011
—
9,270
—
9,270
(1)
Includes 247 SREC IIs generated during fiscal 2022 related to residential solar.
The average SREC sales price was $202 during fiscal 2022, $196 in fiscal 2021 and $199 in fiscal 2020, and the average
TREC price was $139 during fiscal 2022 and $144 in both fiscal 2021 and 2020.
Clean Energy Ventures hedges its expected SREC production through the use of forward sales contracts. The following
table reflects the hedged percentage of our projected inventory of SRECs related to its in-service commercial and residential
assets at September 30, 2022:
Energy Year (1)
2023
2024
2025
2026
Percent of SRECs Hedged
98%
98%
89%
29%
(1) Energy years are compliance periods for New Jersey’s renewable portfolio standard that run from June 1 to May 31.
There are no direct costs associated with the production of RECs by our solar assets. All related costs are included as a
component of O&M expenses on the Consolidated Statements of Operations, including such expenses as facility maintenance
and broker fees.
Page 47
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Operating Results
Clean Energy Ventures’ financial results for the fiscal years ended September 30, are summarized as follows:
2022
128,280 $
$
2021
95,275 $
2020
102,617
(Thousands)
Operating revenues
Operating expenses
Operation and maintenance
Depreciation and amortization (1)
40,706
21,396
62,102
66,178
6,554
21,968
11,361
39,403 $
36,715
20,567
57,282
37,993
6,392
22,548
5,048
16,789 $
30,310
25,329
55,639
46,978
6,420
20,253
11,034
22,111
Total operating expenses (1)
Operating income (1)
Other income, net
Interest expense, net
Income tax provision (1)
Net income (1)
(1) Amounts in fiscal 2020 have been adjusted for the change in accounting method related to ITCs; see Note 2. Summary of Significant Accounting Policies
$
for more detail.
Operating Revenues
Operating revenues increased $33.0 million in fiscal 2022, compared with fiscal 2021, due primarily to increased SREC
and electricity sales.
Operation and Maintenance Expense
O&M expense increased $4.0 million in fiscal 2022, compared with fiscal 2021, due primarily to increased project
maintenance, compensation, lease and consulting expenses.
Income Tax Provision
Income taxes increased $6.3 million during fiscal 2022, compared with fiscal 2021, due primarily to higher operating
income.
Net Income
Net income in fiscal 2022 increased $22.6 million, compared with fiscal 2021, due primarily to the increased operating
revenues, as previously discussed, partially offset by higher operating expenses and related income taxes.
Energy Services
Overview
Energy Services markets and sells natural gas to wholesale and retail customers and manages natural gas transportation
and storage assets throughout major market areas across North America. Energy Services maintains a strategic portfolio of
natural gas transportation and storage contracts that it utilizes in conjunction with its market expertise to provide service and
value to its customers. Availability of these transportation and storage contracts allows Energy Services to generate market
opportunities by capturing price differentials over specific time horizons and between geographic market locations.
Energy Services also provides management of transportation and storage assets for natural gas producers and regulated
utilities. These management transactions typically involve the release of producer/utility-owned storage and/or transportation
capacity in combination with an obligation to either purchase and/or deliver physical natural gas. In addition to the contractual
purchase and/or sale of physical natural gas, Energy Services generates or pays fee-based margin in exchange for its active
management and may provide the producer and/or utility with additional margin based on actual results.
In conjunction with the active management of these contracts, Energy Services generates Financial Margin by identifying
market opportunities and simultaneously entering into natural gas purchase/sale, storage or transportation contracts and
financial derivative contracts. In cases where storage is utilized to fulfill these contracts, these forecast sales and/or purchases
Page 48
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
are economically hedged through the use of financial derivative contracts. The financial derivative contracts consist primarily of
exchange-traded futures, options and swap contracts, and are frequently used to lock in anticipated transactional cash flows and
to help manage volatility in natural gas market prices. Generally, when its transportation and storage contracts are exposed to
periods of increased market volatility, Energy Services is able to implement strategies that allow it to capture margin by
improving the respective time or geographic spreads on a forward basis.
Energy Services accounts for its physical commodity contracts and its financial derivative instruments at fair value on the
Consolidated Balance Sheets. Changes in the fair value of physical commodity contracts and financial derivative instruments
are included in earnings as a component of operating revenues or natural gas purchases on the Consolidated Statements of
Operations. Volatility in reported net income at Energy Services can occur over periods of time due to changes in the fair value
of derivatives, as well as timing differences related to certain transactions. Unrealized gains and losses can fluctuate as a result
of changes in the price of natural gas, SRECs and foreign currency from the original transaction price. Volatility in earnings can
also occur as a result of timing differences between the settlement of financial derivatives and the sale of the underlying
physical commodity. For example, when a financial instrument settles and the physical natural gas is injected into inventory, the
realized gains and losses associated with the financial instrument are recognized in earnings. However, the gains and losses
associated with the physical natural gas are not recognized in earnings until the natural gas inventory is withdrawn from storage
and sold, at which time Energy Services realizes the entire margin on the transaction.
During December 2020, Energy Services entered into a series of AMAs with an investment grade public utility to release
pipeline capacity associated with certain natural gas transportation contracts. The utility provides certain asset management
services, and Energy Services may deliver natural gas to the utility in exchange for aggregate net proceeds of approximately
$500 million, payable through November 1, 2030. The AMAs include a series of initial and permanent releases, which
commenced on November 1, 2021. NJR will receive a total of approximately $260 million in cash from fiscal 2022 through
fiscal 2024 and $34 million per year from fiscal 2025 through fiscal 2031 under the agreements. Energy Services recognized
$53.0 million of operating revenue during fiscal 2022 on the Consolidated Statements of Operations. Amounts received in
excess of revenue recognized, totaling $33.8 million, are included in deferred revenue on the Consolidated Balance Sheets.
Operating Results
Energy Services’ financial results for the fiscal years ended September 30, are summarized as follows:
(Thousands)
Operating revenues (1)
Operating expenses
Natural gas purchases (including demand charges (2)(3))
Operation and maintenance
Depreciation and amortization
Total operating expenses
Operating income (loss)
Other income, net
Interest expense, net
Income tax provision (benefit)
Net income (loss)
2022
2021
$ 1,529,272 $ 1,228,420 $ 1,030,419
2020
1,394,405
39,080
148
1,433,633
95,639
512
4,725
21,776
69,650 $
1,098,261
50,885
111
1,149,257
79,163
369
2,204
18,371
58,957 $
1,024,579
17,368
123
1,042,070
(11,651)
304
3,276
(3,615)
(11,008)
$
(1)
(2)
(3)
Includes related party transactions of approximately $94,000, $426,000 and $1.1 million for fiscal 2022, 2021 and 2020, respectively, which are
eliminated in consolidation.
Costs associated with pipeline and storage capacity are expensed over the term of the related contracts, which generally varies from less than one year to
ten years.
Includes related party transactions of approximately $1.0 million, $841,000 and $183,000 for fiscal 2022, 2021 and 2020, respectively, a portion of
which is eliminated in consolidation.
Page 49
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Energy Services’ portfolio of financial derivative instruments are composed of:
(in Bcf)
Net short futures and swaps contracts
2022
2021
2020
0.7
13.7
29.3
During fiscal 2022 and 2021, the net short position resulted in an unrealized loss of $8.5 million and $53.5 million,
respectively.
Operating Revenues and Natural Gas Purchases
Operating revenues increased $300.9 million and natural gas purchases increased $296.1 million during fiscal 2022,
compared with fiscal 2021, due primarily to a 114.3 percent increase in natural gas prices. To a lesser extent, operating
revenues also increased $53.0 million, due to AMAs with an investment grade public utility that commenced in November
2021, partially offset by increased natural gas price volatility related to the extreme weather in the mid-continent and southern
regions of the U.S. during February 2021, which did not reoccur to the same extent during 2022.
Future results at Energy Services are contingent upon natural gas market price volatility driven by variations in both the
supply and demand balances caused by weather and other factors. As a result, variations in weather patterns in the key market
areas served may affect earnings during the fiscal year. Changes in market fundamentals, such as an increase in supply and
decrease in demand due to warmer temperatures and reduced volatility, can negatively impact Energy Services’ earnings. See
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Natural Gas Distribution
for TETCO M-3 Daily Prices, which illustrates the daily natural gas prices in the Northeast market region.
Operation and Maintenance Expense
O&M expense decreased $11.8 million during fiscal 2022, compared with fiscal 2021, due primarily to decreased
compensation costs, bad debt expense and charitable contributions.
Income Tax Provision
Income taxes increased $3.4 million during fiscal 2022, compared with fiscal 2021, due primarily to increased income
before income taxes related to the increased natural gas price volatility, partially offset by decreased O&M.
Net Income
Net income increased $10.7 million during fiscal 2022, compared with fiscal 2021, due primarily to increased operating
income, partially offset by higher income taxes, as previously discussed.
Non-GAAP Financial Measures
Management uses Financial Margin and NFE, non-GAAP financial measures, when evaluating the operating results of
Energy Services. Financial Margin and NFE are based on removing timing differences associated with certain derivative
instruments. GAAP also requires us, during the interim periods, to estimate our annual effective tax rate and use this rate to
calculate the year-to-date tax provision. We also determine an annual estimated effective tax rate for NFE purposes and
calculate a quarterly tax adjustment based on the differences between our forecasted net income and our forecasted NFE for the
fiscal year. This adjustment is applied to Energy Services, as the adjustment primarily relates to timing differences associated
with certain derivative instruments which impacts the estimate of the annual effective tax rate for NFE. No adjustment is
needed during the fourth quarter, since the actual effective tax rate is calculated at year end.
Management views these measures as representative of the overall expected economic result and uses these measures to
compare Energy Services’ results against established benchmarks and earnings targets, as these measures eliminate the impact
of volatility on GAAP earnings as a result of timing differences associated with the settlement of derivative instruments. To the
extent that there are unanticipated impacts from changes in the market value related to the effectiveness of economic hedges,
Energy Services’ actual non-GAAP results can differ from the results anticipated at the outset of the transaction. Non-GAAP
financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a
substitute for, the comparable GAAP measure.
Page 50
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
When Energy Services reconciles the most directly comparable GAAP measure to both Financial Margin and NFE, the
current period unrealized gains and losses on derivatives are excluded as a reconciling item. Financial Margin and NFE also
exclude the effects of economic hedging of the value of our natural gas in storage and, therefore, only include realized gains and
losses related to natural gas withdrawn from storage, effectively matching the full earnings effects of the derivatives with
realized margins on the related physical natural gas flows. Financial Margin differs from gross margin as defined on a GAAP
basis, as it excludes certain operations and maintenance expense and depreciation and amortization as well as the effects of
derivatives as discussed above.
Financial Margin
A reconciliation of gross margin, the closest GAAP financial measure, to Energy Services’ Financial Margin is as
follows:
(Thousands)
Operating revenues
Less:
Natural gas purchases
Operation and maintenance (1)
Depreciation and amortization
Gross margin
Add:
Operation and maintenance (1)
Depreciation and amortization
Unrealized (gain) loss on derivative instruments and related transactions (2)
Effects of economic hedging related to natural gas inventory (3)
Financial margin
2022
2021
$ 1,529,272 $ 1,228,420 $ 1,030,419
2020
1,394,405 1,098,261 1,024,579
15,477
123
(9,760)
23,709
148
111,010
33,263
111
96,785
33,263
23,709
111
148
58,362
(60,000)
19,939
(42,405)
94,806 $ 146,116 $
15,477
123
(8,583)
12,690
9,947
$
(1)
(2)
(3)
Excludes administrative and general expenses of $15.4 million, $17.6 million and $1.9 million for fiscal years ended September 30, 2022, 2021 and
2020, respectively.
Includes unrealized losses (gains) related to an intercompany transaction between NJNG and Energy Services that have been eliminated in consolidation
of approximately $72,000, $(3.2) million and $(809,000), net of taxes for the fiscal years ended September 30, 2022, 2021 and 2020, respectively.
Effects of hedging natural gas inventory transactions where the economic impact is realized in a future period.
Financial Margin decreased $51.3 million during fiscal 2022, compared with fiscal 2021, due primarily to price volatility
related to the extreme weather in the mid-continent and southern regions of the U.S. during February 2021, which did not
reoccur to the same extent during 2022, partially offset by the AMAs which commenced November 2021, as previously
discussed.
Net Financial Earnings
A reconciliation of Energy Services’ net income (loss), the most directly comparable GAAP financial measure to NFE, is
as follows for the fiscal years ended September 30:
(Thousands)
Net income (loss)
Add:
2022
2021
$ 69,650 $ 58,957 $ (11,008)
2020
Unrealized (gain) loss on derivative instruments and related transactions
Tax effect (1)
Effects of economic hedging related to natural gas inventory
Tax effect
Net financial earnings
(8,583)
(60,000) 58,362
14,270 (13,875)
2,044
19,939 (42,405) 12,690
(3,016)
$ 39,121 $ 71,117 $ (7,873)
(4,738) 10,078
(1)
Includes taxes related to an intercompany transaction between NJNG and Energy Services that have been eliminated in consolidation of approximately
$(21,000), $988,000 and $252,000 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively.
NFE decreased $32.0 million during fiscal 2022, compared with fiscal 2021, due primarily to lower Financial Margin, as
previously discussed.
Page 51
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Future results are subject to Energy Services’ ability to expand its wholesale sales and service activities and are
contingent upon many other factors, including an adequate number of appropriate and credit-qualified counterparties in an
active and liquid natural marketplace; volatility in the natural gas market due to weather or other fundamental market factors
impacting supply and/or demand; transportation, storage and/or other market arbitrage opportunities; sufficient liquidity in the
overall energy trading market; and continued access to liquidity in the capital markets.
Storage and Transportation
Overview
Storage and Transportation invests in natural gas assets, such as natural gas transportation and storage facilities. We
believe that acquiring, owning and developing these storage and transportation assets, which operate under a tariff structure that
has either cost- or market-based rates, can provide us a growth opportunity. Storage and Transportation is subject to various
risks, including the construction, development and operation of our transportation and storage assets, obtaining necessary
governmental, environmental and regulatory approvals, our ability to obtain necessary property rights and our ability to obtain
financing at reasonable costs for the construction, operation and maintenance of our assets. In addition, our storage and
transportation assets may be subject to risk associated with the COVID-19 pandemic, such as disruption to the supply chain and
availability of critical equipment and supplies, disruptions to the availability of our specialized workforce and contractors and
changes to demand for natural gas, transportation and other downstream activities.
Storage and Transportation is comprised of Leaf River, a 32.2 million Dth salt dome natural gas storage facility that
operates under market-based rates, and Adelphia Gateway, an existing 84-mile pipeline in southeastern Pennsylvania. Adelphia
Gateway operates under cost-of-service rates but can enter into negotiated rates with counterparties. The northern portion of the
pipeline was operational upon acquisition, and it currently serves two natural gas generation facilities. On October 5, 2020, we
began the conversion of the southern zone of the pipeline to natural gas, which became fully operational on September 2, 2022.
Storage and Transportation also has a 50 percent ownership interest in Steckman Ridge, a storage facility located in
western Pennsylvania that operates under market-based rates. As of September 30, 2022, our investment in Steckman Ridge
was $106.6 million.
Storage and Transportation also has a 20 percent interest in PennEast, a partnership whose purpose was to construct and
operate a 120-mile natural gas pipeline that would have extended from northeast Pennsylvania to western New Jersey. PennEast
received a Certificate of Public Convenience and Necessity for the project from FERC in January 2018. However, because of
numerous regulatory and legal challenges, we evaluated our equity investment in PennEast for impairment during fiscal 2021,
and determined that it was other-than-temporarily impaired. We estimated the fair value of our investment in PennEast using
probability weighted scenarios assigned to discounted future cash flows. The impairment was the result of management’s
estimates and assumptions regarding the likelihood of certain outcomes related to required regulatory approvals and pending
legal matters, the timing and magnitude of construction costs and in-service dates, the evaluation of the current environmental
and political climate as it relates to interstate pipeline development, and transportation capacity revenues and discount rates.
During the third quarter of fiscal 2021, the PennEast partnership determined that this project is no longer supported, and
all further development ceased. The Company recognized an other-than-temporary impairment charge of $92.0 million, or
approximately $74.5 million, net of income taxes, which represents the best estimate of the salvage value of the remaining
assets of the project. Other-than-temporary impairments are recorded in equity in (losses) earnings from affiliates in the
Consolidated Statements of Operations.
On December 16, 2021, the FERC dismissed PennEast’s pending applications. The order vacates the certificate
authorization for the PennEast pipeline project in light of PennEast’s response to FERC staff’s November 23, 2021 request for a
status update, in which PennEast informed the Commission it is no longer developing the project. The order vacates the
certificate authorization, subject to leave of the U.S. Court of Appeals for the D.C. Circuit where the Commission’s certificate
and rehearing orders are under review.
During fiscal 2022, the PennEast board of managers approved cash distributions to members of the partnership following
the sale of certain project-related assets and refunds of interconnection fees received from interstate pipelines. The return of
capital received by the Company, which totaled $11.0 million, reduced the remaining carrying value of its equity method
investment in PennEast to zero, with the excess recorded in equity in earnings (loss) of affiliates in the Consolidated Statements
of Operations.
Page 52
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Operating Results
The financial results of Storage and Transportation for the fiscal years ended September 30, are summarized as follows:
(Thousands)
Operating revenues (1)
Operating expenses
Natural gas purchases
Operation and maintenance
Depreciation and amortization
Total operating expenses
Operating income
Other income, net
Interest expense, net
Income tax provision (benefit)
Equity in earnings (loss) of affiliates
Net income (loss)
2022
2021
2020
$
67,735 $
51,020 $
44,728
2,702
30,568
12,302
45,572
22,163
8,546
12,097
1,879
9,865
26,598 $
1,266
29,135
9,960
40,361
10,659
5,931
13,348
(10,043)
(81,072)
(67,787) $
1,122
21,862
9,293
32,277
12,451
7,328
13,124
4,247
15,903
18,311
$
(1)
Includes related party transactions of approximately $2.4 million, $1.8 million and $2.7 million for the fiscal years ended September 30, 2022, 2021 and
2020, respectively, which are eliminated in consolidation.
Operating Revenues
Operating revenue increased $16.7 million during fiscal 2022, compared with fiscal 2021, due primarily to increased
natural gas transportation revenue for Adelphia Gateway and increased hub services revenue for Leaf River.
Equity in earnings of affiliates increased $90.9 million during fiscal 2022, compared with fiscal 2021, due primarily to
the impairment of our equity method investment in PennEast during fiscal 2021, which did not reoccur during fiscal 2022.
Operation and Maintenance Expense
O&M expense increased $1.4 million during fiscal 2022, compared with fiscal 2021, due primarily to increased
compensation expense.
Depreciation Expense
Depreciation expense increased $2.3 million during fiscal 2022, compared with fiscal 2021, due primarily to the southern
end of Adelphia Gateway, which was not operational during fiscal 2021, being placed into service in fiscal 2022.
Other Income, Net
Other income increased $2.6 million during fiscal 2022, compared with fiscal 2021, due primarily to increased AFUDC
equity related to the Adelphia Gateway project.
Interest Expense
Interest expense, net decreased $1.3 million during fiscal 2022, compared with fiscal 2021, due primarily to reduced debt
related to the PennEast project.
Net Income
Net income increased $94.4 million during fiscal 2022, compared with fiscal 2021, due primarily to the absence of the
impairment of our equity method investment in PennEast, as previously discussed.
Page 53
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Non-GAAP Financial Measures
Management uses NFE, a non-GAAP financial measure, when evaluating the operating results of Storage and
Transportation. Certain transactions associated with equity method investments and their impact, including impairment charges,
which are non-cash charges, and the return of capital in excess of the carrying value of our investment, are excluded for NFE
purposes. The details of such adjustments can be found in the table below. Non-GAAP financial measures are not in accordance
with, or an alternative to, GAAP, and should be considered in addition to, and not as a substitute for the comparable GAAP
measure. A reconciliation of Storage and Transportations’ net income, the most directly comparable GAAP financial measure
to NFE, is as follows:
(Thousands)
Net income (loss)
Add:
(Gain on) impairment of equity method investment
Tax effect
Net financial earnings
2022
2021
2020
$
26,598 $
(67,787) $
18,311
(5,521)
1,377
22,454 $
92,000
(11,167)
13,046 $
—
—
18,311
$
NFE increased $9.4 million during fiscal 2022, compared with fiscal 2021, due primarily to increased operating revenue
at both Adelphia Gateway and Leaf River along with and higher AFUDC at Adelphia Gateway as previously discussed.
Home Services and Other
Overview
The financial results of Home Services and Other consist primarily of the operating results of NJRHS. NJRHS provides
service, sales and installation of appliances to service contract customers and has been focused on growing its installation
business and expanding its service contract customer base. Home Services and Other also includes organizational expenses
incurred at NJR and home warranty contract income at NJR Retail.
Operating Results
The condensed financial results of Home Services and Other for the fiscal years ended September 30, are summarized as
follows:
(Thousands)
Operating revenues
Income (loss) before income taxes
Income tax provision (benefit)
Net (loss) income
Operating Revenues
2022
2021
2020
56,182 $
52,229 $
51,017
278 $
1,059 $
(781) $
(1,022) $
(196) $
(826) $
3,306
(2,478)
5,784
$
$
$
$
Operating revenues increased $4.0 million during fiscal 2022, compared with fiscal 2021, due primarily to increased
installation revenue at NJRHS.
Net Income
Net income increased $45,000 during fiscal 2022, compared with fiscal 2021, due primarily to increased revenue as
previously discussed, partially offset by an increase in income taxes.
Page 54
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Liquidity and Capital Resources
Our objective is to maintain an efficient consolidated capital structure that reflects the different characteristics of each
reporting segment and other business operations and provides adequate financial flexibility for accessing capital markets as
required. Our consolidated capital structure as of September 30, was as follows:
Common stock equity
Long-term debt
Short-term debt
Total
Common Stock Equity
2022
2021
38 %
52
10
100 %
38 %
51
11
100 %
We satisfy our external common equity requirements, if any, through issuances of our common stock, including the
proceeds from stock issuances under our DRP. The DRP allows us, at our option, to use treasury shares or newly issued shares
to raise capital. NJR raised approximately $14.7 million and $15.1 million of equity through the DRP during fiscal 2022 and
2021, respectively.
In December 2019, we completed an equity offering of 6,545,454 common shares, consisting of 5,333,334 common
shares issued directly by NJR and 1,212,120 common shares issuable pursuant to forward sales agreements with investment
banks. In March 2021, we cash settled a portion of the forward sale agreement for a payout of approximately $388,000 in lieu
of the issuance of 727,272 common shares. In May 2021, we cash settled the rest of the forward sale agreements for a payout of
approximately $2.4 million in lieu of the issuance of 484,848 common shares.
In 1996, the Board of Directors authorized us to implement a share repurchase program, which has been expanded seven
times since the inception of the program, authorizing a total of 19.5 million shares of common stock for repurchase. As of
September 30, 2022, we had repurchased a total of approximately 17.8 million of those shares and may repurchase an additional
1.7 million shares under the approved program. There were no shares repurchased during fiscal 2022 and 746,000 shares
repurchased during fiscal 2021.
Debt
NJR and its unregulated subsidiaries generally rely on cash flows generated from operating activities and the utilization
of committed credit facilities to provide liquidity to meet working capital and short-term debt financing requirements. NJNG
also relies on the issuance of commercial paper for short-term funding. NJR and NJNG, as borrowers, periodically access the
capital markets to fund long-life assets through the issuance of long-term debt securities.
We believe that our existing borrowing availability, equity proceeds and cash flows from operations will be sufficient to
satisfy our working capital, capital expenditures and dividend requirements for at least the next 12 months. NJR, NJNG, Clean
Energy Ventures, Storage and Transportation and Energy Services currently anticipate that each of their financing requirements
for the next 12 months will be met primarily through the issuance of short- and long-term debt, and meter or solar asset sale
leasebacks.
We believe that as of September 30, 2022, NJR and NJNG were, and currently are, in compliance with all existing debt
covenants, both financial and non-financial.
As a result of the COVID-19 pandemic, recent geopolitical tensions and inflationary pressures, there has been uncertainty
and volatility in the credit and capital markets. We have been able to obtain sufficient financing to meet our funding
requirements for operations and capital expenditures; however, our ability to access funds from financial institutions at a
reasonable cost in the future may impact the nature and timing of future capital market transactions.
Short-Term Debt
We use our short-term borrowings primarily to finance Energy Services’ short-term liquidity needs, Storage and
Transportation investments, share repurchases and, on an initial basis, Clean Energy Ventures’ investments. Energy Services’
use of high-volume storage facilities and anticipated pipeline park and loan arrangements, combined with related economic
hedging activities in the volatile wholesale natural gas market, create significant short-term cash requirements.
As of September 30, 2022, NJR had a revolving credit facility and a term loan totaling $800 million, with $440.2 million
available under the facility and term loan.
Page 55
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
NJNG satisfies its debt needs by issuing short-term and long-term debt based on its financial profile. The seasonal nature
of NJNG’s operations creates large short-term cash requirements, primarily to finance natural gas purchases and customer
accounts receivable. NJNG obtains working capital for these requirements, and for the temporary financing of construction and
MGP remediation expenditures and energy tax payments, based on its financial profile, through the issuance of commercial
paper supported by the NJNG Credit Facility or through short-term bank loans under the NJNG Credit Facility.
NJNG’s commercial paper is sold through several commercial banks under an issuing and paying agency agreement and
is supported by the $250 million NJNG Credit Facility. As of September 30, 2022, the unused amount available under the
NJNG Credit Facility, including amounts allocated to the backstop under the commercial paper program and the issuance of
letters of credit, was $175.5 million.
Short-term borrowings were as follows:
(Thousands)
NJR
Notes Payable to banks:
Balance at end of period
Weighted average interest rate at end of period
Average balance for the period
Weighted average interest rate for average balance
Month end maximum for the period
NJNG
Commercial Paper and Notes Payable to banks:
Balance at end of period
Weighted average interest rate at end of period
Average balance for the period
Weighted average interest rate for average balance
Month end maximum for the period
Twelve Months Ended
September 30, 2022
$
$
$
$
$
$
350,150
3.90 %
362,429
1.84 %
494,060
73,800
3.34 %
65,480
0.80 %
177,700
Due to the seasonal nature of natural gas prices and demand, and because inventory levels are built up during its natural
gas injection season (April through October), NJR and NJNG’s short-term borrowings tend to peak in the November through
January time frame.
NJR
During fiscal 2021, NJR entered into a Second Amended and Restated Credit Agreement governing a $500 million NJR
Credit Facility, which was to expire on September 2, 2026. The NJR Credit Facility is subject to two mutual options for a one-
year extension beyond that date and 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 $50 million up to a maximum of $250 million. The NJR Credit Facility also permits the borrowing of
revolving loans and swingline loans, as well as a $75 million sublimit for the issuance of letters of credit. On August 30, 2022,
NJR amended the Second Amended and Restated Credit Agreement to $650 million and extended the maturity date of the
facility to September 2, 2027. The amendment also increased the swingline to $70 million from $60 million and moved to
SOFR as the benchmark rate, replacing the existing LIBOR. 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
Energy Services’ short-term liquidity needs and to finance, on an initial basis, unregulated investments.
As of September 30, 2022, NJR had seven letters of credit outstanding totaling $9.7 million, 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.
On February 8, 2022, NJR entered into a 364-day $150 million term loan credit agreement with an interest rate based on
SOFR plus 0.85 percent, which expires on February 7, 2023. The Company borrowed $50 million on February 9, 2022 and
$100 million on February 14, 2022 under the term loan.
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New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Based on its average borrowings during fiscal 2022, NJR’s average interest rate was 1.84 percent, resulting in interest
expense of approximately $7.1 million. Based on average borrowings of $362.4 million during the period, a 100 basis point
change in the underlying average interest rate would have caused a change in interest expense of approximately $3.7 million
during fiscal 2022.
Neither NJNG nor its assets are obligated or pledged to support the NJR Credit Facility.
NJNG
During fiscal 2021, NJNG entered into a Second Amended and Restated Credit Agreement governing a $250 million
NJNG Credit Facility, which was to expire on September 2, 2026. The NJNG Credit Facility is subject to two mutual options
for a one-year extension beyond that date and permits the borrowing of revolving loans and swingline loans, as well as a $30
million sublimit for the issuance of letters of credit. The NJNG Credit Facility also includes an accordion feature, which would
allow 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 minimum increments of $50 million up to a maximum of $100
million. On August 30, 2022, NJNG amended the Second Amended and Restated Credit Agreement to extend the maturity date
of the facility to September 2, 2027 and moved to SOFR as the benchmark rate, replacing the existing LIBOR.
As of September 30, 2022, NJNG had two letters of credit outstanding for $731,000, 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.
Based on its average borrowings during fiscal 2022, NJNG’s average interest rate was 0.80 percent, resulting in interest
expense of $223,000. Based on average borrowings of $65.5 million during the period, a 100 basis point change in the
underlying average interest rate would have caused a change in interest expense of approximately $667,000 during fiscal 2022.
Short-Term Debt Covenants
Borrowings under the NJR Credit Facility, term loan credit agreement and NJNG Credit Facility are conditioned upon
compliance with a maximum leverage ratio (consolidated total indebtedness to consolidated total capitalization as defined in the
applicable agreements) of not more than .70 to 1.00 for NJR and .65 to 1.00 for NJNG. These revolving credit facilities and
term loan credit agreement contain customary representations and warranties for transactions of this type. They also contain
customary events of default and certain covenants that will limit NJR’s or NJNG’s ability, beyond agreed upon thresholds, to,
among other things:
incur additional debt;
incur liens and encumbrances;
•
•
• make dispositions of assets;
•
• merge, consolidate, transfer, sell or lease all or substantially all of the borrowers’ or guarantors’ assets.
enter into transactions with affiliates; and
These covenants are subject to a number of exceptions and qualifications set forth in the applicable agreements.
Default Provisions
The agreements governing our long-term and short-term debt obligations include provisions that, if not complied with,
could require early payment or similar actions. Default events include, but are not limited to, the following:
•
•
•
•
•
•
defaults for non-payment;
defaults for breach of representations and warranties;
defaults for insolvency;
defaults for non-performance of covenants;
cross-defaults to other debt obligations of the borrower; and
guarantor defaults.
The occurrence of an event of default under these agreements could result in all loans and other obligations of the
borrower becoming immediately due and payable and the termination of the credit facilities or term loan.
Page 57
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Long-Term Debt
NJR
As of September 30, 2022, NJR had the following outstanding:
•
•
•
•
•
•
•
•
•
•
•
$50 million of 3.20 percent senior notes due August 18, 2023;
$100 million of 3.48 percent senior notes due November 7, 2024;
$100 million of 3.54 percent senior notes due August 18, 2026;
$110 million of 4.38 percent senior notes due June 23, 2027;
$100 million of 3.96 percent senior notes due June 8, 2028;
$150 million of 3.29 percent senior notes due July 17, 2029;
$130 million of 3.50 percent senior notes due July 23, 2030;
$130 million of 3.60 percent senior notes due July 23, 2032;
$80 million of 3.25 percent senior notes due September 1, 2033;
$120 million of 3.13 percent senior notes due September 1, 2031; and
$50 million of 3.64 percent senior notes due September 19, 2034.
On June 23, 2022, NJR entered into a Note Purchase Agreement under which NJR issued $110 million, Series 2022A
senior notes at a fixed rate of 4.38 percent, maturing in 2027. On September 16, 2022, NJR amended an existing Note Purchase
Agreement to provide for the issuance of $50 million, Series C senior notes at a fixed rate of 3.64 percent, maturing in 2034.
The senior notes are unsecured and guaranteed by certain unregulated subsidiaries of NJR.
Neither NJNG nor its assets are obligated or pledged to support NJR’s long-term debt.
NJNG
As of September 30, 2022, NJNG’s long-term debt consisted of $1.3 billion in fixed-rate debt issuances secured by the
Mortgage Indenture, with maturities ranging from 2024 to 2061, and $23.8 million in finance leases with various maturities
ranging from 2024 to 2028.
On October 28, 2021, NJNG entered into a Note Purchase Agreement providing for the issuance of $100 million of its
senior notes, of which $50 million were issued at an interest rate of 2.97 percent, maturing in 2051, and $50 million were issued
at an interest rate of 3.07 percent, maturing in 2061.
On May 27, 2022, NJNG entered into a Note Purchase Agreement for $100 million of its senior notes, of which
$50 million were issued at an interest rate of 4.37 percent, maturing in 2037, and $50 million were issued at an interest rate of
4.71 percent, maturing in 2052.
On October 24, 2022, NJNG entered into a Note Purchase Agreement for $125 million of its senior notes at an interest
rate of 5.47 percent, maturing in 2052.
Senior notes are secured by an equal principal amount of NJNG’s FMBs issued under NJNG’s Mortgage Indenture.
NJR is not obligated directly or contingently with respect to the NJNG’s fixed-rate debt issuances.
Long-Term Debt Covenants and Default Provisions
The NJR and NJNG long-term debt instruments contain customary representations and warranties for transactions of their
type. They also contain customary events of default and certain covenants that will limit NJR or NJNG’s ability beyond agreed
upon thresholds to, among other things:
incur additional debt (including a covenant that limits the amount of consolidated total debt of the borrower at the end
•
of a fiscal quarter to 70 percent for NJR and 65 percent for NJNG of the consolidated total capitalization of the borrower,
as those terms are defined in the applicable agreements, and a covenant limiting priority debt to 20 percent of the
borrower’s consolidated total capitalization, as those terms are defined in the applicable agreements);
•
• make loans and investments;
incur liens and encumbrances;
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New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
• make dispositions of assets;
• make dividends or restricted payments;
•
• merge, consolidate, transfer, sell or lease substantially all of the borrower’s assets.
enter into transactions with affiliates; and
The aforementioned covenants are subject to a number of exceptions and qualifications set forth in the applicable note
purchase agreements.
In addition, the FMBs issued by NJNG under the Mortgage Indenture are subject to certain default provisions. Events of
Default, as defined in the Mortgage Indenture, consist mainly of:
•
•
•
•
•
thereof; or
•
failure for 30 days to pay interest when due;
failure to pay principal or premium when due and payable;
failure to make sinking fund payments when due;
failure to comply with any other covenants of the Mortgage Indenture after 30 days’ written notice from the Trustee;
failure to pay or provide for judgments in excess of $30 million in aggregate amount within 60 days of the entry
certain events that are or could be the basis of a bankruptcy, reorganization, insolvency or receivership proceeding.
Upon the occurrence and continuance of such an Event of Default, the Mortgage Indenture, subject to any provisions of
law applicable thereto, provides that the Trustee may take possession and conduct the business of NJNG, may sell the trust
estate or proceed to foreclose the lien of the Mortgage Indenture. The interest rate on defaulted principal and interest, to the
extent permitted by law, on the FMBs issued under the Mortgage Indenture is the rate stated in the applicable supplement or, if
no such rate is stated, six percent per annum.
Sale Leaseback
NJNG
NJNG received $17.3 million and $4.0 million in fiscal 2022 and 2020, respectively, in connection with the sale
leaseback of its natural gas meters. NJNG records a financing lease obligation that is paid over the term of the lease and has the
option to purchase the meters back at fair value upon expiration of the lease. NJNG continues to evaluate this sale leaseback
program based on current market conditions. Natural gas meters are excepted from the lien on NJNG property under the
Mortgage Indenture. There were no natural gas meter sale leasebacks recorded during fiscal 2021.
Clean Energy Ventures
Clean Energy Ventures enters into transactions to sell the commercial solar assets concurrent with agreements to lease the
assets back over a period of five to 15 years. These transactions are considered failed sale leasebacks for accounting purposes
and are therefore treated as financing obligations, which are typically secured by the renewable energy facility asset and its
future cash flows from RECs and energy sales. ITCs and other tax benefits associated with these solar projects are transferred to
the buyer, if applicable; however, the lease payments are structured so that Clean Energy Ventures is compensated for the
transfer of the related tax incentives. Clean Energy Ventures continues to operate the solar assets, including related expenses,
and retain the revenue generated from RECs and energy sales, and has the option to renew the lease or repurchase the assets
sold at the end of the lease term. During fiscal 2022, 2021 and 2020, Clean Energy Ventures received proceeds of $24.1
million, $17.7 million and $42.9 million, respectively, in connection with the sale leaseback of commercial solar projects. The
proceeds received were recognized as a financing obligation on the Consolidated Balance Sheets.
Contractual Obligations and Capital Expenditures
As of September 30, 2022, there were NJR guarantees covering approximately $261.7 million of natural gas purchases
and Energy Services demand fee commitments and nine outstanding letters of credit totaling $10.4 million, as previously
mentioned, not yet reflected in accounts payable on the Consolidated Balance Sheets.
Estimated capital expenditures are reviewed on a regular basis and may vary based on the ongoing effects of regulatory
constraints, environmental regulations, unforeseen events and the ability to access capital.
Page 59
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
NJNG’s total capital expenditures are projected to be between $352 million and $378 million during fiscal 2023. Total
capital expenditures spent or accrued during fiscal 2022 were $282.2 million. NJNG expects to fund its obligations with a
combination of cash flows from operations, cash on hand, issuance of commercial paper, available capacity under its revolving
credit facility and the issuance of long-term debt. As of September 30, 2022, NJNG’s future MGP expenditures are estimated to
be $127.1 million. For a more detailed description of MGP expenditures, see Note 15. Commitments and Contingent Liabilities
in the accompanying Consolidated Financial Statements.
During fiscal 2022, Storage and Transportation had capital expenditures spent or accrued for the Adelphia Gateway
project totaling $123.8 million, and capital expenditures spent or accrued for Leaf River totaling $17.6 million. During fiscal
2023, we expect expenditures related to the Adelphia Gateway project to be between $12 million and $16 million and
expenditures related to Leaf River to be between $8 million and $12 million.
During fiscal 2022, total capital expenditures spent or accrued related to the purchase and installation of solar equipment
were $144.9 million. Clean Energy Ventures’ expenditures include clean energy projects that support our goal to promote
renewable energy. Accordingly, Clean Energy Ventures enters into agreements to install solar equipment involving both
residential and commercial projects. We estimate solar-related capital expenditures for projects placed in service during fiscal
2023 to be between $100 million and $200 million.
Capital expenditures related to clean energy projects are subject to change due to a variety of factors that may affect our
ability to commence operations at these projects on a timely basis or at all, including sourcing projects that meet our investment
criteria, logistics associated with the start-up of residential and commercial solar projects, such as timing of construction
schedules, the permitting and regulatory process, any delays related to electric grid interconnection, economic trends or
unforeseen events and the ability to access capital or allocation of capital to other investments or business opportunities.
Energy Services does not currently anticipate any significant capital expenditures during fiscal 2023 and 2024.
During December 2020, Energy Services entered into a series of AMAs with an investment grade public utility to release
pipeline capacity associated with certain natural gas transportation contracts. The utility provides certain asset management
services, and Energy Services may deliver natural gas to the utility in exchange for aggregate net proceeds of approximately
$500 million, payable through November 1, 2030. The AMAs include a series of initial and permanent releases which
commenced on November 1, 2021. NJR will receive a total of approximately $260 million in cash from fiscal 2022 through
fiscal 2024 and $34 million per year from fiscal 2025 through fiscal 2031 under the agreements. During fiscal 2022, Energy
Services recognized $53.0 million of operating revenue on the Consolidated Statements of Operations. Amounts received in
excess of revenue, totaling $33.8 million as of September 30, 2022, are included in deferred revenue on the Consolidated
Balance Sheets.
Cash Flows
Operating Activities
Cash flows from operating activities during fiscal 2022 totaled $323.5 million compared with $391.0 million during fiscal
2021. Operating cash flows are primarily affected by variations in working capital, which can be impacted by several factors,
including:
•
seasonality of our business;
fluctuations in wholesale natural gas prices and other energy prices, including changes in derivative asset and liability
•
values;
•
•
•
•
•
timing of storage injections and withdrawals;
the deferral and recovery of natural gas costs;
changes in contractual assets utilized to optimize margins related to natural gas transactions;
broker margin requirements;
impact of unusual weather patterns on our wholesale business;
Page 60
New Jersey Resources Corporation
Part II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
•
•
•
timing of the collections of receivables and payments of current liabilities;
volumes of natural gas purchased and sold; and
timing of SREC deliveries.
The decrease of $67.5 million in cash flows from operating activities during fiscal 2022, compared with fiscal 2021, was
due primarily to additional working capital requirements related to the rising energy prices along with the outsized performance
at Energy Services during February 2021 that did not reoccur during fiscal 2022, partially offset by the AMAs, which
commenced November 2021, as previously discussed.
Investing Activities
Cash flows used in investing activities totaled $590.6 million during fiscal 2022, compared with $622.1 million during
fiscal 2021. The decrease of $31.5 million was due primarily to decreased utility plant expenditures, partially offset by an
increase in capital expenditures for Storage and Transportation related to the conversion of the southern portion of Adelphia
Gateway’s pipeline to natural gas along with increased solar expenditures.
Financing Activities
Financing cash flows generally are seasonal in nature and are impacted by the volatility in pricing in the natural gas and
other energy markets. NJNG’s inventory levels are built up during its natural gas injection season (April through October) and
reduced during withdrawal season (November through March) in response to the supply requirements of its customers. Changes
in financing cash flows can also be impacted by natural gas management and marketing activities at Energy Services and clean
energy investments at Clean Energy Ventures.
Cash flows from financing activities totaled $262.5 million during fiscal 2022, compared with $117.8 million during
fiscal 2021. The increase of $144.7 million is due primarily to the issuance of $360 million in long-term debt, a new $150
million term loan, along with proceeds of $17.3 million for meter sale leasebacks and higher proceeds of $6.4 million from
solar sale leasebacks, partially offset by increased net payments of short-term debt of $355.3 million and increased dividend
payments of $10.7 million.
Credit Ratings
The table below summarizes NJNG’s credit ratings as of September 30, 2022, issued by two rating entities, Moody’s and
Fitch:
Corporate Rating
Commercial Paper
Senior Secured
Ratings Outlook
Moody’s
N/A
P-2
A1
Stable
Fitch
A-
F-2
A+
Stable
Fitch ratings and outlook were reaffirmed on April 14, 2022. The Moody’s ratings and outlook were reaffirmed on
September 28, 2022. NJNG’s Moody’s and Fitch ratings are investment-grade ratings. NJR is not rated by Moody’s or Fitch.
Although NJNG is not party to any lending agreements that would accelerate the maturity date of any obligation caused
by a failure to maintain any specific credit rating, if such ratings are downgraded below investment grade, borrowing costs
could increase, as would the costs of maintaining certain contractual relationships, and future financing and our access to capital
markets would be reduced. Even if ratings are downgraded without falling below investment grade, NJR and NJNG could face
increased borrowing costs under their credit facilities. A rating set forth above is not a recommendation to buy, sell or hold
NJR’s or NJNG’s securities and may be subject to revision or withdrawal at any time. Each rating set forth above should be
evaluated independently of any other rating.
The timing and mix of any external financings will target a common equity ratio that is consistent with maintaining
NJNG’s current short-term and long-term credit ratings.
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New Jersey Resources Corporation
Part II
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Financial Risk Management
Commodity Market Risks
Natural gas is a nationally traded commodity. Its prices are determined effectively by the NYMEX, ICE and over-the-
counter markets. The prices on the NYMEX, CME, ICE and over-the-counter markets generally reflect the national balance of
natural gas supply and demand, but are also significantly influenced from time to time by other events.
Our regulated and unregulated businesses are subject to market risk due to fluctuations in the price of natural gas. To
economically hedge against such fluctuations, we have entered into forwards, futures, options and swap agreements. To manage
these derivative instruments, we have well-defined risk management policies and procedures that include daily monitoring of
volumetric limits and monetary guidelines. Our natural gas businesses are conducted through two of our operating subsidiaries.
NJNG is a regulated utility that uses futures, options and swaps to provide relative price stability, and its recovery of natural gas
costs is governed by the BPU. Energy Services uses futures, options, swaps and physical contracts to economically hedge
purchases and sales of natural gas.
The following table reflects the changes in the fair market value of financial derivatives related to natural gas purchases
and sales:
(Thousands)
Natural Gas Distribution
Energy Services
Total
Balance
September 30,
2021
Increase
(Decrease) in Fair
Market Value
Less
Amounts
Settled
Balance
September 30,
2022
$ 2,033
(29,487)
$ (27,454)
$
30,584
$ 38,813
$ (6,196)
(36,019)
(58,820)
(6,686)
$
(5,435)
$ (20,007)
$ (12,882)
There were no changes in methods of valuations during the fiscal year ended September 30, 2022.
The following is a summary of fair market value of financial derivatives as of September 30, 2022, excluding foreign
exchange contracts discussed below, by method of valuation and by maturity for each fiscal year period:
(Thousands)
Price based on NYMEX/CME
Price based on ICE
Total
2023
2024
2025 - 2027 After 2027
Total
Fair Value
$
(168) $
—
$ —
(18,092)
4,225
1,153
$ (18,260) $ 4,225
$ 1,153
$ —
—
$ —
$
(168)
(12,714)
$ (12,882)
The following is a summary of financial derivatives by type as of September 30, 2022:
Natural Gas Distribution
Energy Services
Total
(1) Million British thermal units
Volume
Bcf
Futures
30.5
Price per
MMBtu (1)
$2.62 - $15.00
Futures
(0.7) $2.41 - $13.75
Swaps
—
$2.82 - $3.03
Amounts included
in Derivatives
(Thousands)
$ (6,196)
(6,518)
(168)
$ (12,882)
The following table reflects the changes in the fair market value of physical commodity contracts:
(Thousands)
Natural Gas Distribution - Prices based on other external data
Balance
September 30,
2021
$
20
Energy Services - Prices based on other external data
Total
(34,678)
$ (34,658)
Increase
(Decrease) in Fair
Market Value
Less
Amounts
Settled
4,671
(8,231)
(3,560)
4,450
(22,530)
(18,080)
Balance
September 30,
2022
$
241
(20,379)
$ (20,138)
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New Jersey Resources Corporation
Part II
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)
Our market price risk is predominately linked with changes in the price of natural gas at the Henry Hub, the delivery
point for the NYMEX natural gas futures contracts. Based on price sensitivity analysis, an illustrative 10 percent movement in
the natural gas futures contract price, for example, increases (decreases) the reported derivative fair value of all open,
unadjusted Henry Hub natural gas futures and fixed price swap positions by approximately $6.5 million. This analysis does not
include potential changes to reported credit adjustments embedded in the $5.8 million reported fair value.
Derivative Fair Value Sensitivity Analysis
(Thousands)
Henry Hub Futures and Fixed Price Swaps
Percent increase in NYMEX natural gas futures prices
0%
5%
10%
15%
20%
Estimated change in derivative fair value
Ending derivative fair value
Percent decrease in NYMEX natural gas futures prices
Estimated change in derivative fair value
Ending derivative fair value
$
$
$
$
— $
(3,266) $
(6,532) $
(9,798) $ (13,064)
5,826 $
2,560 $
(706) $
(3,972) $
(7,238)
0%
(5)%
(10)%
(15)%
(20)%
— $
3,266 $
6,532 $
9,798 $ 13,064
5,826 $
9,092 $ 12,358 $ 15,624 $ 18,890
Wholesale Credit Risk
The following is a summary of gross and net credit exposures, grouped by investment and non-investment grade
counterparties, as of September 30, 2022. Gross credit exposure for Energy Services is defined as the unrealized fair value of
derivative and energy trading contracts, plus any outstanding wholesale receivable for the value of natural gas or power
delivered and/or financial derivative commodity contract that has settled for which payment has not yet been received. Gross
credit exposure for Storage and Transportation is defined as demand and estimated usage fees for contracted services and/or
market value of loan balances for which payment has not yet been received. Net credit exposure is defined as gross credit
exposure reduced by collateral received from counterparties and/or payables, where netting agreements exist. The amounts
presented below exclude accounts receivable for NJNG retail natural gas sales and services.
Energy Services’, Clean Energy Ventures’ and Storage and Transportation’s counterparty credit exposure as of
September 30, 2022, is as follows:
(Thousands)
Investment grade
Noninvestment grade
Internally-rated investment grade
Internally-rated noninvestment grade
Total
NJNG’s counterparty credit exposure as of September 30, 2022, is as follows:
(Thousands)
Investment grade
Noninvestment grade
Internally-rated investment grade
Internally-rated noninvestment grade
Total
Gross Credit
Exposure
Net Credit
Exposure
$ 161,677
29,771
17,041
23,567
$ 232,056
$ 137,934
1,319
14,767
13,724
$ 167,744
Gross Credit
Exposure
Net Credit
Exposure
$ 20,461
334
72
22,024
$ 42,891
$ 19,959
—
17
—
$ 19,976
Due to the inherent volatility in the market price for natural gas, electricity and SRECs, the market value of contractual
positions with individual counterparties could exceed established credit limits or collateral provided by those counterparties. If a
counterparty failed to perform the obligations under its contract (for example, failed to make payment for natural gas received),
we could sustain a loss. This loss would comprise the loss on natural gas delivered but not paid for and/or the cost of replacing
natural gas not delivered or received at a price that exceeds the original contract price. Any such loss could have a material
impact on our financial condition, results of operations or cash flows.
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New Jersey Resources Corporation
Part II
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)
Effects of Interest Rate and Foreign Currency Rate Fluctuations
We are also exposed to changes in interest rates on our debt hedges, variable rate debt and changes in foreign currency
rates for our business conducted in Canada using Canadian dollars. We do not believe an immediate 10 percent increase or
decrease in interest rates or foreign currency rates would have a material effect on our operating results or cash flows.
Information regarding NJR’s interest rate risk can be found in the Liquidity and Capital Resources - Debt section of Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Effects of Inflation
Any change in price levels has an effect on operating results due to the capital-intensive and regulated nature of our
utility subsidiary. The Company’s operations are sensitive to increases in the rate of inflation because of its operational and
capital spending requirements in both its regulated and non-regulated businesses. We attempt to minimize the effects of
inflation through cost control, productivity improvements and regulatory actions, when appropriate. See Item 1A. Risk Factors
for additional information related to the impact of recent increases in inflation rates.
Page 64
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of New Jersey Resources Corporation is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal
control over financial reporting is a process designed to provide reasonable assurance to the Company’s Management and
Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP and includes policies and procedures that:
•
•
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of the Company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the Company’s assets that could have a material effect on the financial statements.
Under the supervision and with the participation of the Company’s management, including its principal executive officer
and principal financial officer, management conducted an evaluation of the effectiveness of the Company’s internal control over
financial reporting as of September 30, 2022. In making this assessment, management used the criteria for effective internal
control over financial reporting described in the Internal Control-Integrated Framework (2013) set forth by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on the assessment, management concluded that, as of
September 30, 2022, the Company’s internal control over financial reporting was effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with GAAP.
The conclusion of the Company’s principal executive officer and principal financial officer is based on the recognition
that there are inherent limitations in all systems of internal control over financial reporting. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements, errors or fraud. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued its report on the
effectiveness of the Company’s internal control over financial reporting as of September 30, 2022, which appears herein.
November 17, 2022
Page 65
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareowners and the Board of Directors of New Jersey Resources Corporation:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of New Jersey Resources Corporation and subsidiaries
(the “Company”) as of September 30, 2022 and 2021, and the related consolidated statements of operations, comprehensive
income, common stock equity, and cash flows, for each of the three years in the period ended September 30, 2022, and the
related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of September 30, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in
the period ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of
America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2022, based on criteria
established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission and our report dated November 17, 2022, expressed an unqualified opinion on the Company's internal
control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’'s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Regulation — Impact of Rate-Regulation on Various Account Balances and Disclosures — Refer to Notes 2 and 4 to the
financial statements
Critical Audit Matter Description
New Jersey Natural Gas Company (“NJNG”), a subsidiary of the Company, is a regulated gas distribution company that
serves customers in central and northern New Jersey. NJNG is subject to regulation by the New Jersey Board of Public Utilities
(the “BPU”), which has jurisdiction with respect to the rates of gas distribution companies in New Jersey. Management has
determined NJNG meets the requirements under accounting principles generally accepted in the United States of America to
prepare its financial statements in accordance with the ASC 980, Regulated Operations.
Page 66
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
NJNG is subject to cost-based regulation; therefore, it is permitted to recover authorized operating expenses and earn a
reasonable return on its utility capital investments based on the BPU’s approval. The impact of the ratemaking process and
decisions authorized by the BPU allows NJNG to capitalize or defer certain costs that are expected to be recovered from its
customers as regulatory assets, and to recognize certain obligations representing amounts that are probable future expenditures
as regulatory liabilities in accordance with accounting guidance applicable to regulated operations. Regulatory decisions can
have an impact on the recovery of costs, the rate of return earned on investment, and the timing and amount of assets to be
recovered by rates. Decisions to be made by the BPU in the future will impact the accounting for regulated operations,
including decisions about the amount of allowable costs and return on invested capital included in rates and any refunds that
may be required.
Accounting for the economics of rate-regulation impacts multiple financial statement line items and disclosures, such as
regulated property, plant, and equipment, regulatory assets and liabilities, operating revenues and depreciation expense. While
NJNG expects to recover costs from customers through regulated rates, there is a risk that the BPU will not approve full
recovery of such costs or full recovery of all amounts invested in the utility business and a reasonable return on that investment.
We identified the impact of rate-regulation as a critical audit matter due to the significant judgments made by management to
support its assertions about the impact of regulatory orders on the financial statements, including assessing the probability of
both recovery in rates of incurred costs, and refunds to customers. Given that management’s accounting judgments are based on
assumptions about the outcome of future decisions by the BPU, auditing these judgments requires specialized knowledge of
accounting for rate regulation and the rate setting process due to its inherent complexities.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the uncertainty around the impact of regulatory orders on the financial statements, including the
probability of both recovery in rates of incurred costs, and refunds to customers, included the following, among others:
•
•
•
•
We tested the effectiveness of controls over the relevant regulatory account balances and disclosures, including
management’s controls over the monitoring and evaluation of regulatory developments that may affect the
probability of recovering costs in future rates or of a future reduction in rates.
We read relevant regulatory orders issued by the BPU for NJNG and other public utilities in New Jersey, regulatory
statutes, interpretations, procedural memorandums, filings made by interveners, and other publicly available
information to assess the probability of recovery in future rates or of a future reduction in rates based on
precedence of the BPU’s treatment of similar costs under similar circumstances. We evaluated the external
information and compared that to management’s assertions regarding the probability of recovery or refund of
regulatory asset and liability balances for completeness.
We obtained an analysis from management regarding the probability of recovery for regulatory assets or refund or
future reduction in rates for regulatory liabilities in order to assess management’s assertion that amounts are
probable of recovery or a future reduction in rates.
We evaluated the Company’s disclosures related to the impacts of rate regulation, including the balances
/s/ Deloitte & Touche LLP
Morristown, New Jersey
November 17, 2022
We have served as the Company’s auditor since 1951.
Page 67
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareowners and the Board of Directors of New Jersey Resources Corporation:
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of New Jersey Resources Corporation and subsidiaries (the
“Company”) as of September 30, 2022, based on criteria established in Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of September 30, 2022, based on
criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2022, of the Company and
our report dated November 17, 2022, expressed an unqualified opinion on those financial statements and included an
explanatory paragraph regarding the Company’s change in accounting policy.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Morristown, New Jersey
November 17, 2022
Page 68
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands, except per share data)
Fiscal years ended September 30,
OPERATING REVENUES
Utility
Nonutility
Total operating revenues
OPERATING EXPENSES
Natural gas purchases:
Utility
Nonutility
Related parties
Operation and maintenance
Regulatory rider expenses
Depreciation and amortization
Total operating expenses
OPERATING INCOME
Other income, net
Interest expense, net of capitalized interest
INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF
AFFILIATES
Income tax provision
Equity in earnings (loss) of affiliates
NET INCOME
2022
2021
2020
$ 1,127,417 $ 731,459 $ 729,923
1,778,562 1,425,154 1,223,745
2,905,979 2,156,613 1,953,668
247,734
547,901
7,013
366,905
38,304
111,387
7,395
361,866
59,437
129,249
275,831
1,393,656 1,096,920 1,022,805
6,083
278,143
34,529
107,368
2,499,504 1,868,263 1,724,759
228,909
23,878
67,597
185,190
406,475
22,295
85,830
342,940
288,350
24,597
78,559
234,388
76,195
8,177
36,494
14,311
$ 274,922 $ 117,890 $ 163,007
33,286
(83,212)
$2.86
$2.85
$1.23
$1.22
$1.72
$1.71
96,100
96,488
96,227
96,560
94,798
95,103
2022
2021
$ 274,922 $ 117,890 $ 163,007
2020
1,054
1,021
108
—
—
(10,505)
28,648
29,702
(2,131)
(12,528)
$ 304,624 $ 127,677 $ 150,479
8,766
9,787
EARNINGS PER COMMON SHARE
Basic
Diluted
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic
Diluted
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Thousands)
Fiscal years ended September 30,
Net income
Other comprehensive income (loss), net of tax:
Reclassifications of losses to net income on derivatives designated as hedging
instruments, net of tax of $(317), $(350) and $(32), respectively
Loss on derivatives designated as hedging instruments, net of tax of $0, $0 and
$3,203, respectively
Adjustment to postemployment benefit obligation, net of tax of $(8,657), $(2,575)
and $567, respectively
Other comprehensive income (loss)
Comprehensive income
See Notes to Consolidated Financial Statements
Page 69
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands)
Fiscal years ended September 30,
CASH FLOWS FROM OPERATING ACTIVITIES
2021
2022
2020
Net income
Adjustments to reconcile net income to cash flows from operating activities
Unrealized (gain) loss on derivative instruments
Impairment of equity method investment
Depreciation and amortization
Amortization of acquired wholesale energy contracts
Allowance for equity used during construction
Allowance for doubtful accounts
Non-cash lease expense
Deferred income taxes
Equivalent value of ITCs recognized on equipment financing
Manufactured gas plant remediation costs
Equity in earnings, net of distributions received from equity investees
Cost of removal - asset retirement obligations
Contributions to postemployment benefit plans
Taxes related to stock-based compensation
Changes in:
Components of working capital
Other noncurrent assets
Other noncurrent liabilities
Cash flows from operating activities
CASH FLOWS USED IN INVESTING ACTIVITIES
Expenditures for:
Utility plant
Solar equipment
Storage and Transportation and other
Cost of removal
Acquisition of assets, net of cash acquired of $5.1 million
Distribution from equity investees in excess of equity in earnings
Investments in equity investees, net of return of capital
Cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt
Payments of long-term debt
Proceeds from term loan
Payments of term loan
(Payments of) proceeds from short-term debt, net
Proceeds from sale leaseback transactions - solar
Proceeds from sale leaseback transactions - natural gas meters
Payments of common stock dividends
Proceeds from equity offering
Cash settlement of equity forward agreement
Proceeds from issuance of common stock - DRP
Purchases of treasury stock
Tax withholding payments related to net settled stock compensation
Cash flows from financing activities
Change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
CHANGES IN COMPONENTS OF WORKING CAPITAL
Receivables
Inventories
Recovery of natural gas costs
Natural gas purchases payable
Natural gas purchases payable - related parties
Deferred revenue
Accounts payable and other
Prepaid expenses
Prepaid and accrued taxes
Restricted broker margin accounts
Customers’ credit balances and deposits
Other current assets (liabilities)
Total
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid for:
Interest (net of amounts capitalized)
Income taxes
Accrued capital expenditures
See Notes to Consolidated Financial Statements
Page 70
$
274,922
$
117,890
$
163,007
(59,906)
—
129,249
2,561
(11,243)
2,401
4,850
81,659
(7,542)
(17,538)
—
(1,289)
(6,785)
(144)
(77,687)
(38,424)
48,396
323,480
(259,081)
(146,676)
(153,378)
(39,293)
—
2,336
5,479
(590,613)
360,000
(68,343)
150,000
—
(103,350)
24,071
17,300
(127,704)
—
—
14,745
—
(4,177)
262,542
(4,591)
6,043
1,452
(16,658)
(80,801)
1,037
66,352
(10)
33,802
(34,259)
(406)
(1,516)
(51,165)
660
5,277
(77,687)
84,375
4,252
34,674
$
$
$
$
$
$
54,203
92,000
111,387
4,604
(20,303)
18,986
3,920
23,796
(6,482)
(17,532)
(3,046)
(1,129)
(7,669)
(159)
10,254
13,715
(3,481)
390,954
(376,312)
(87,852)
(110,130)
(50,316)
—
3,183
(690)
(622,117)
—
(18,007)
—
—
251,950
17,673
—
(116,960)
—
(2,823)
15,105
(27,217)
(1,938)
117,783
(113,380)
119,423
6,043
(81,366)
(25,257)
(13,124)
72,752
70
(1,763)
31,826
(1,527)
(3,449)
28,013
6,652
(2,573)
10,254
78,650
6,381
64,626
(9,644)
—
107,368
4,924
(17,053)
2,238
3,851
34,346
(6,482)
(7,651)
(5,848)
(245)
(9,032)
647
(8,096)
(44,129)
5,280
213,481
(290,040)
(133,841)
(24,228)
(22,059)
(523,647)
1,907
(2,117)
(994,025)
660,000
(20,286)
350,000
(350,000)
99,900
42,927
4,000
(117,804)
212,900
—
18,080
—
(3,813)
895,904
115,360
4,063
119,423
5,065
(3,254)
17,479
(41,326)
1
1,922
18,468
2,548
(2,376)
(6,097)
(1,182)
656
(8,096)
66,146
7,594
19,434
$
$
$
$
$
$
$
$
$
$
$
$
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
CONSOLIDATED BALANCE SHEETS
ASSETS
(Thousands)
September 30,
PROPERTY, PLANT AND EQUIPMENT
Utility plant, at cost
Construction work in progress
Nonutility plant and equipment, at cost
Construction work in progress
Total property, plant and equipment
Accumulated depreciation and amortization, utility plant
Accumulated depreciation and amortization, nonutility plant and equipment
Property, plant and equipment, net
CURRENT ASSETS
Cash and cash equivalents
Customer accounts receivable:
Billed
Unbilled revenues
Allowance for doubtful accounts
Regulatory assets
Natural gas in storage, at average cost
Materials and supplies, at average cost
Prepaid expenses
Prepaid and accrued taxes
Derivatives, at fair value
Restricted broker margin accounts
Other current assets
Total current assets
NONCURRENT ASSETS
Investments in equity method investees
Regulatory assets
Operating lease assets
Derivatives, at fair value
Intangible assets, net
Software costs
Other noncurrent assets
Total noncurrent assets
Total assets
See Notes to Consolidated Financial Statements
Page 71
2022
2021
$ 3,576,691 $ 3,324,611
162,087
182,196
1,577,259
1,124,896
199,679
365,346
5,515,716
4,997,049
(659,737)
(611,827)
(206,053)
(171,709)
4,649,926
4,213,513
1,107
4,749
222,297
212,838
13,769
10,351
(19,379)
(24,652)
40,086
30,118
273,644
193,606
20,324
8,572
54,501
24,635
94,261
19,561
8,166
51,211
35,251
72,840
22,270
756,087
20,235
634,274
106,571
500,666
168,520
6,385
2,348
6,120
114,529
522,099
173,928
3,403
5,029
5,582
64,793
49,921
855,403
874,491
$ 6,261,416 $ 5,722,278
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
CAPITALIZATION AND LIABILITIES
(Thousands, except share data)
September 30,
CAPITALIZATION
Common stock, $2.50 par value; authorized 150,000,000 shares;
outstanding shares September 30, 2022 — 96,249,859; September 30, 2021 — 95,709,662
Premium on common stock
Accumulated other comprehensive loss, net of tax
Treasury stock at cost and other;
shares September 30, 2022 — 611,045; September 30, 2021 — 762,313
Retained earnings
Common stock equity
Long-term debt
Total capitalization
CURRENT LIABILITIES
Current maturities of long-term debt
Short-term debt
Natural gas purchases payable
Natural gas purchases payable to related parties
Deferred revenue
Accounts payable and other
Dividends payable
Accrued taxes
Regulatory liabilities
New Jersey Clean Energy Program
Derivatives, at fair value
Operating lease liabilities
Customers’ credit balances and deposits
Total current liabilities
NONCURRENT LIABILITIES
Deferred income taxes
Deferred investment tax credits
Deferred revenue
Derivatives, at fair value
Manufactured gas plant remediation
Postemployment employee benefit liability
Regulatory liabilities
Operating lease liabilities
Asset retirement obligation
Other noncurrent liabilities
Total noncurrent liabilities
2022
2021
$
241,616 $
240,644
519,697
502,584
(4,826)
(34,528)
(6,805)
(12,448)
1,067,528
934,610
1,817,210
1,630,862
2,485,402
2,162,164
4,302,612
3,793,026
75,069
423,950
235,049
851
35,547
72,840
377,300
168,697
861
1,745
156,580
223,497
37,534
5,130
31,090
15,697
49,848
4,562
33,246
34,768
3,356
28,007
16,308
87,145
4,300
32,586
1,104,153
1,051,410
238,928
163,530
2,710
753
14,191
127,060
82,867
185,634
138,382
55,035
9,091
3,010
847
13,497
135,012
169,267
193,051
141,363
46,306
11,959
854,651
877,842
Commitments and contingent liabilities (Note 15)
Total capitalization and liabilities
$ 6,261,416 $ 5,722,278
See Notes to Consolidated Financial Statements
Page 72
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
CONSOLIDATED STATEMENTS OF COMMON STOCK EQUITY
(Thousands)
Number
of Shares
Common
Stock
Premium
on
Common
Stock
Accumulated
Other
Comprehensive
(Loss) Income
Treasury
Stock And
Other
Retained
Earnings
Total
Balance at September 30, 2019
89,999 $ 226,649 $ 291,331
$ (31,787)
$ (10,436) $ 906,076 $ 1,381,833
Net income
Other comprehensive loss
Common stock issued:
Common stock offering
Incentive compensation plan
Dividend reinvestment plan (1)
Cash dividend declared ($1.27 per share)
Treasury stock and other
—
—
—
—
—
—
—
(12,528)
— 163,007
163,007
—
—
(12,528)
5,333
13,333 199,567
105
520
—
(8)
261
—
—
—
3,511
2,833
—
(5,260)
—
—
—
—
—
—
—
15,324
—
212,900
—
—
3,772
18,157
— (121,582)
(121,582)
3,597
—
(1,663)
Balance at September 30, 2020
95,949 240,243 491,982
(44,315)
8,485 947,501 1,643,896
Net income
Other comprehensive income
Common stock issued:
Common stock offering
Incentive compensation plan
Dividend reinvestment plan (1)
Cash dividend declared ($1.36 per share)
Treasury stock and other
—
—
—
—
—
—
—
9,787
— 117,890
117,890
—
—
9,787
—
84
431
—
(754)
—
(2,823)
210
191
—
—
4,053
9,372
—
—
—
—
—
—
—
—
—
5,593
—
—
—
(2,823)
4,263
15,156
— (130,781)
(130,781)
(26,526)
—
(26,526)
Balance at September 30, 2021
95,710 240,644 502,584
(34,528)
(12,448) 934,610 1,630,862
Net income
Other comprehensive income
Common stock issued:
Incentive compensation plan
Dividend reinvestment plan (1)
Cash dividend declared ($1.4775 per share)
Treasury stock and other
—
—
193
355
—
(8)
—
—
481
491
—
—
—
—
—
29,702
— 274,922
274,922
—
—
29,702
8,665
8,450
—
(2)
—
—
—
—
—
5,800
—
—
9,146
14,741
— (142,004)
(142,004)
(157)
—
(159)
Balance at September 30, 2022
96,250 $ 241,616 $ 519,697
$
(4,826)
$
(6,805) $ 1,067,528 $ 1,817,210
(1) Certain shares sold through the DRP issued from treasury stock are at average cost, which may differ from the actual market price paid.
See Notes to Consolidated Financial Statements
Page 73
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
1. NATURE OF THE BUSINESS
The Company provides regulated natural gas distribution services, transmission and storage services and operates certain
unregulated businesses primarily through the following:
NJNG provides natural gas utility service to approximately 569,300 customers throughout Burlington, Middlesex,
Monmouth, Morris, Ocean and Sussex counties in New Jersey and is subject to rate regulation by the BPU. NJNG comprises
the Natural Gas Distribution segment.
NJRCEV, the Company’s clean energy subsidiary, comprises the Clean Energy Ventures segment and invests in, owns
and operates clean energy projects, including commercial and residential solar installations located in New Jersey, Connecticut,
Rhode Island and New York.
NJRES comprises the Energy Services segment. Energy Services maintains and transacts around a portfolio of natural gas
transportation and storage capacity contracts and provides physical wholesale energy, retail energy and energy management
services in the U.S. and Canada.
NJR Midstream Holdings Corporation, which comprises the Storage and Transportation segment, invests in energy-
related ventures through its subsidiaries. The Company operates natural gas storage and transmission assets through the wholly-
owned subsidiaries of Leaf River and Adelphia Gateway and is subject to rate regulation by FERC. The Company holds a 50
percent combined ownership interest in Steckman Ridge, located in Pennsylvania, and a 20 percent ownership interest in
PennEast, which are accounted for under the equity method of accounting.
NJR Retail Holdings Corporation has one principal subsidiary: NJRHS, which provides heating, central air conditioning,
standby generators, solar and other indoor and outdoor comfort products to residential homes throughout New Jersey. NJRHS is
included in Home Services and Other operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany
accounts and transactions have been eliminated.
Other financial investments or contractual interests that lack the characteristics of a voting interest entity, which are
commonly referred to as variable interest entities, are evaluated by the Company to determine if the entity has the power to
direct business activities and, therefore, would be considered a controlling interest that the Company would have to consolidate.
Based on those evaluations, NJR has determined that it does not have any investments in variable interest entities as of
September 30, 2022, 2021 and 2020.
Investments in entities over which the Company does not have a controlling financial interest are accounted for either
under the equity method or cost method of accounting.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company to make estimates that affect the
reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingencies during the reporting period.
On a quarterly basis, or more frequently whenever events or changes in circumstances indicate a need, the Company evaluates
its estimates, including those related to the calculation of the fair value of derivative instruments, debt, equity method
investments, unbilled revenues, allowance for doubtful accounts, provisions for depreciation and amortization, long-lived
assets, regulatory assets and liabilities, income taxes, pensions and other postemployment benefits, contingencies related to
environmental matters and litigation. ARO are evaluated periodically as required. The Company’s estimates are based on
historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from
other sources.
Page 74
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
The Company has legal, regulatory and environmental proceedings during the normal course of business that can result in
loss contingencies. When evaluating the potential for a loss, the Company will establish a reserve if a loss is probable and can
be reasonably estimated, in which case it is the Company’s policy to accrue the full amount of such estimates. Where the
information is sufficient only to establish a range of probable liability, and no point within the range is more likely than any
other, it is the Company’s policy to accrue the lower end of the range. In the normal course of business, estimated amounts are
subsequently adjusted to actual results that may differ from estimates.
In March 2020, COVID-19 was declared a pandemic by the World Health Organization and the Centers for Disease
Control and Prevention and has spread globally, including throughout the U.S. The Company’s Consolidated Financial
Statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities at
the balance sheet date and reported amounts of revenue and expenses during the reporting periods presented. The Company
considered the impacts of COVID-19 on the assumptions and estimates used and determined that there have been no material
adverse impacts on the Company’s results of operations as of September 30, 2022.
The Company continues to closely monitor developments related to the COVID-19 pandemic and has, when appropriate,
taken steps to ensure business continuity in the safe operation of its business. These steps include working from home for
office-based employees utilizing a hybrid schedule, limiting direct contact with customers and suspending late payment fees for
utility customers. While the Company and many businesses generally have returned to normal operating practices, this remains
an evolving situation. The timing for recovery of businesses and local economies, resurgences or mutations of the virus, and
any potential future shutdowns remains unknown. Throughout the COVID-19 pandemic, the Company has continued to provide
essential services to our customers. Both the Company and NJNG continue to have sufficient liquidity to meet their current
obligations and business operations remain fundamentally unchanged at this time. The Company will continue to monitor
developments affecting its employees, customers, and operations and take additional steps to address the COVID-19 pandemic
and its impacts, as necessary. The Company considered the impacts of COVID-19 on the assumptions and estimates used and
determined that there have been no material adverse impacts on the Company’s results of operations as of September 30, 2022.
Acquisitions
The Company follows the guidance in ASC 805, Business Combinations, for determining the appropriate accounting
treatment for acquisitions. ASU No. 2017-01, Clarifying the Definition of a Business, provides an initial fair value screen to
determine if substantially all of the fair value of the assets acquired is concentrated in a single asset or group of similar assets. If
the initial screening test is not met, the set is considered a business based on whether there are inputs and substantive processes
in place. Based on the results of this analysis and conclusion on an acquisition’s classification of a business combination or an
asset acquisition, the accounting treatment is derived.
If the acquisition is deemed to be a business, the acquisition method of accounting is applied. Identifiable assets acquired
and liabilities assumed at the acquisition date are recorded at fair value. If the transaction is deemed to be an asset purchase, the
cost accumulation and allocation model is used, whereby the assets and liabilities are recorded based on the purchase price and
allocated to the individual assets and liabilities based on relative fair values.
The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed are based on
various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables
in these valuations are discount rates and the number of years on which to base the cash flow projections, as well as other
assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates based on
the risk inherent in the acquired assets, specific risks, industry data and capital structure of guideline companies. The valuation
of an acquired business is based on available information at the acquisition date and assumptions that are believed to be
reasonable. However, a change in facts and circumstances as of the acquisition date can result in subsequent adjustments during
the measurement period, but no later than one year from the acquisition date.
Revenues
Revenues from the sale of natural gas to NJNG customers are recognized in the period that natural gas is delivered and
consumed by customers, including an estimate for unbilled revenue. NJNG records unbilled revenue for natural gas services.
Natural gas sales to individual customers are based on meter readings, which are performed on a systematic basis throughout
the month. At the end of each month, the amount of natural gas delivered to each customer after the last meter reading through
the end of the respective accounting period is estimated, and recognizes unbilled revenues related to these amounts. The
unbilled revenue estimates are based on estimated customer usage by customer type, weather effects, unaccounted-for natural
gas and the most current tariff rates.
Page 75
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Clean Energy Ventures recognizes revenue when SRECs are transferred to counterparties. SRECs are physically
delivered through the transfer of certificates as per contractual settlement schedules. The Clean Energy Act of 2018 established
guidelines for the closure of the SREC registration program to new applicants in New Jersey. The SREC program officially
closed to new qualified solar projects on April 30, 2020.
In December 2019, the BPU established the TREC as the successor to the SREC program. TRECs provide a fixed
compensation base multiplied by an assigned project factor in order to determine their value. The project factor is determined
by the type and location of the project, as defined. All TRECs generated are required to be purchased monthly by a TREC
program administrator as appointed by the BPU. TREC revenue is recognized when TRECs are generated and are transferred
monthly based upon metered solar electricity activity.
Revenues for Energy Services are recognized when the natural gas is physically delivered to the customer. In addition,
changes in the fair value of derivatives that economically hedge the forecasted sales of the natural gas are recognized in
operating revenues as they occur. Energy Services also recognizes changes in the fair value of SREC derivative contracts as a
component of operating revenues.
During December 2020, Energy Services entered into a series of AMAs with an investment grade public utility to release
pipeline capacity associated with certain natural gas transportation contracts, which commenced on November 1, 2021. The
AMAs include a series of temporary and permanent releases, and revenue under these agreements is recognized as the
performance obligations are satisfied. For temporary releases of pipeline capacity, revenue is recognized on a straight-line basis
over the agreed-upon term. For permanent releases of pipeline capacity, which represent a transfer of contractual rights for such
capacity, revenue is recognized upon the transfer of the underlying contractual rights. Energy Services recognized $53.0 million
of operating revenue on the Consolidated Statements of Operations during fiscal 2022. Amounts received in excess of revenue
recognized totaling $33.8 million are included in deferred revenue on the Consolidated Balance Sheets as of September 30,
2022.
Storage and Transportation generates revenues from firm storage contracts and transportation contracts, related usage fees
and hub services for the use of storage space, injections and withdrawals from their natural gas storage facility and the delivery
of natural gas to customers. Demand fees are recognized as revenue over the term of the related agreement while usage fees and
hub services revenues are recognized as services are performed.
Revenues from all other activities are recorded in the period during which products or services are delivered and accepted
by customers, or over the related contractual term. See Note 3. Revenue for further information.
Natural Gas Purchases
NJNG’s tariff includes a component for BGSS, which is designed to allow it to recover the cost of natural gas through
rates charged to its customers and is typically revised on an annual basis. As part of computing its BGSS rate, NJNG projects its
cost of natural gas, net of supplier refunds, the impact of hedging activities and cost savings created by BGSS incentive
programs. NJNG subsequently recovers or credits the difference, if any, of actual costs compared with those included in current
rates. Any underrecoveries or overrecoveries are either credited to customers or deferred and, subject to BPU approval,
reflected in the BGSS rates in subsequent years.
Natural gas purchases at Energy Services are composed of natural gas costs to be paid upon completion of a variety of
transactions, as well as realized gains and losses from settled derivative instruments and unrealized gains and losses on the
change in fair value of derivative instruments that have not yet settled. Changes in the fair value of derivatives that
economically hedge the forecasted purchases of natural gas are recognized in natural gas purchases as they occur.
Demand Fees
For the purpose of securing storage and pipeline capacity in support of their respective businesses, Energy Services and
Natural Gas Distribution enter into storage and pipeline capacity contracts, which require the payment of associated demand
fees and charges that allow them access to a high priority of service in order to maintain the ability to access storage or pipeline
capacity during a fixed time period, which generally ranges from one to 10 years. Many of these demand fees and charges are
based on established tariff rates as established and regulated by FERC. These charges represent commitments to pay storage
providers and pipeline companies for the priority right to transport and/or store natural gas utilizing their respective assets.
Page 76
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
The following table summarizes the demand charges, which are net of capacity releases, and are included as a component
of natural gas purchases on the Consolidated Statements of Operations for the fiscal years ended September 30:
(Millions)
Energy Services
Natural Gas Distribution
Total
2022
2021
2020
$
95.4 $ 120.5 $ 121.8
131.9
123.2
170.3
$ 265.7 $ 243.7 $ 253.7
Energy Services expenses demand charges over the term of the service being provided.
Natural Gas Distribution’s costs associated with demand charges are included in its weighted average cost of natural gas.
The demand charges are expensed based on NJNG’s BGSS sales and recovered as part of the natural gas commodity
component of its BGSS tariff.
Operations and Maintenance Expenses
Operations and maintenance expenses include operations and maintenance salaries and benefits, materials and supplies,
usage of vehicles, tools and equipment, payments to contractors, utility plant maintenance, amortization of software costs for
unregulated entities, customer service, professional fees and other outside services, insurance expense, accretion of cost of
removal for future retirements of utility assets and other administrative expenses and are expensed as incurred.
Stock-Based Compensation
Stock-based compensation represents costs related to stock-based awards granted to employees and members of NJR’s
Board of Directors. NJR recognizes stock-based compensation based upon the estimated fair value of awards. The recognition
period for these costs begins at either the applicable service inception date or grant date and continues throughout the requisite
service period. The related compensation cost is recognized as O&M expense on the Consolidated Statements of Operations.
See Note 10. Stock-Based Compensation for further information.
Income Taxes
The Company computes income taxes using the asset and liability method, whereby deferred income taxes are generally
determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates
in effect in the years in which the differences are expected to reverse. See Note 13. Income Taxes. In addition, the Company
evaluates its tax positions to determine the appropriate accounting and recognition of future obligations associated with
unrecognized tax benefits.
To the extent that NJNG invests in property that qualifies for ITCs, the ITC is deferred and amortized to income over the
life of the equipment in accordance with regulatory treatment. ITCs at the unregulated subsidiaries of NJR are recorded on the
balance sheet as a reduction to property, plant and equipment when the property is placed in service, and recognized in earnings
as a reduction of depreciation expense over the useful lives of the related assets.
Projects placed in service through December 31, 2019, qualified for a 30 percent federal ITC. The ITC declined to 26
percent for property under construction before December 31, 2020. The Consolidated Appropriations Act of 2021 extended the
26 percent ITC for property under construction during 2021 and 2022. On August 16, 2022, the President of the U.S. signed the
Inflation Reduction Act, which raised the ITC from 26 percent to 30 percent for property under construction through the end of
2032, dropping to 26 percent for property under construction before the end of 2033 and to 22 percent for property under
construction before the end of 2034. The ITC expires starting in 2035 unless it is renewed.
Investments in Equity Investees
The Company accounts for its investments in Steckman Ridge and PennEast using the equity method of accounting
where it is not the primary beneficiary, as defined under ASC 810, Consolidation; its respective ownership interests are 50
percent or less and/or it has significant influence over operating and management decisions. The Company’s share of earnings
is recognized as equity in earnings of affiliates on the Consolidated Statements of Operations.
Page 77
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Equity method investments are reviewed for impairment when changes in facts and circumstances indicate that the
current fair value may be less than the asset’s carrying amount. If the Company determines the decline in the value of its equity
method investment is other than temporary, an impairment charge is recorded in an amount equal to the excess of the carrying
value of the asset over its fair value. See Note 7. Investments in Equity Investees for more information regarding impairments.
Property Plant and Equipment
Property, plant and equipment is stated at original cost. Costs include direct labor, materials and third-party construction
contractor costs, capitalized interest and certain indirect costs related to equipment and employees engaged in construction.
Utility plant and nonutility plant for Adelphia Gateway also includes AFUDC. Upon retirement, the cost of depreciable
property, plus removal costs less salvage, is charged to accumulated depreciation with no gain or loss recorded.
Depreciation is computed on a straight-line basis over the useful life of the assets for the Company’s nonutility entities,
and using rates based on the estimated average lives of the various classes of depreciable property for NJNG. The composite
rate of depreciation used for NJNG was 2.66 percent of average depreciable property in fiscal 2022, 2.42 percent in fiscal 2021
and 2.65 percent in fiscal 2020. The Company recorded $129.2 million, $111.4 million and $107.4 million in depreciation
expense during fiscal 2022, 2021 and 2020, respectively.
Property, plant and equipment was comprised of the following as of September 30:
(Thousands)
Property Classifications
Distribution facilities
Transmission facilities
Storage facilities
Solar property
Storage and transportation property
All other property
Construction work in progress
Total property, plant and equipment
Accumulated depreciation and amortization
Property, plant and equipment, net
Estimated
Useful Lives
10 to 54 years
28 to 42 years
35 to 86 years
20 to 35 years
5 to 50 years
5 to 40 years
2022
2,797,936 $
649,241
85,449
710,224
850,186
60,914
361,766
5,515,716
(865,790)
4,649,926 $
2021
2,558,651
643,942
79,892
675,376
433,678
57,968
547,542
4,997,049
(783,536)
4,213,513
$
$
Within storage and transportation property, base gas is required to maintain the necessary pressure and to allow for
efficient operation of the Leaf River storage facility. The base gas is determined to be recoverable and is considered part of the
facility and thus presented as a component in property, plant and equipment. This natural gas is not depreciated, as it is
expected to be recovered and sold. As of September 30, 2022 and 2021, the base gas had a cost basis of $15.1 million and
$7.9 million, respectively.
Capitalized and Deferred Interest
NJNG’s base rates include the ability to recover AFUDC on its construction work in progress. For all NJNG construction
projects, an incremental cost of equity is recoverable during periods when NJNG’s short-term debt balances are lower than its
construction work in progress. For more information on AFUDC treatment with respect to certain accelerated infrastructure
projects, see Note 4. Regulation - Infrastructure Programs.
Capitalized amounts associated with the debt and equity components of NJNG’s AFUDC are recorded in utility plant on
the Consolidated Balance Sheets. Corresponding amounts for the debt component are recognized in interest expense and in
other income for the equity component on the Consolidated Statements of Operations.
Adelphia Gateway’s base rates include the ability to recover AFUDC on its construction work in progress. Beginning in
the fourth quarter of fiscal 2020, capitalized amounts associated with Adelphia Gateway’s AFUDC are recorded in nonutility
plant on the Consolidated Balance Sheets. Corresponding amounts for the debt component are recognized in interest expense
and in other income for the equity component on the Consolidated Statements of Operations.
Page 78
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Capitalized and deferred interest include the following for the fiscal years ended September 30:
($ in thousands)
AFUDC:
Debt
Equity
Total
Weighted average interest rate
2022
2021
2020
$
$
NJNG
1,648
4,169
5,817
4.91 %
$
Adelphia
Gateway
4,019
7,074
$ 11,093
NJNG
$
5,648
16,605
$ 22,253
8.28 %
5.97 %
Adelphia
Gateway
2,101
3,698
5,799
8.28 %
$
$
NJNG
$
5,134
14,599
$ 19,733
$
$
Adelphia
Gateway
1,394
2,454
3,848
6.79 %
8.28 %
Pursuant to a BPU order, NJNG is permitted to recover carrying costs on uncollected balances related to SBC program
costs, which include NJCEP, RAC and USF expenditures. The SBC interest rate changes each September based on the August
31 seven-year constant maturity treasury rate plus 60 basis points. The rate was 3.85 percent, 1.68 percent and 1.97 percent for
the fiscal years ended September 30, 2022, 2021 and 2020, respectively. Accordingly, other income included $857,000,
$346,000 and $511,000 in the fiscal years ended September 30, 2022, 2021 and 2020, respectively.
Clean Energy Ventures capitalizes interest on the allocation of the costs of debt borrowed for the financing of solar
investments. Capitalized amounts are included in nonutility plant and equipment on the Consolidated Balance Sheets.
Corresponding amounts are recognized in interest expense on the Consolidated Statements of Operations.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on deposit and temporary investments with maturities of three months or less,
and excludes restricted cash related to escrow balances for utility plant projects at NJNG, which are recorded in other
noncurrent assets on the Consolidated Balance Sheets.
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported in the
Consolidated Balance Sheets to the total amounts in the Consolidated Statements of Cash Flows, as of September 30:
(Thousands)
Balance Sheet
Cash and cash equivalents
Restricted cash in other noncurrent assets
Statements of Cash Flow
Cash, cash equivalents and restricted cash
Allowance for Doubtful Accounts
2022
2021
2020
$
$
$
1,107 $
345 $
4,749 $
1,294 $
117,012
2,411
1,452 $
6,043 $
119,423
The Company segregates financial assets, primarily trade receivables and unbilled revenues due in one year or less, into
portfolio segments based on shared risk characteristics, such as geographical location and regulatory environment, for
evaluation of expected credit losses. Historical and current information, such as average write-offs, are applied to each portfolio
segment to estimate the allowance for losses on uncollectible receivables. Additionally, the allowance for losses on
uncollectible receivables is adjusted for reasonable and supportable forecasts of future economic conditions, which can include
changing weather, commodity prices, regulations and macroeconomic factors, such as unemployment rates among others,
including the estimated impact of the ongoing pandemic on the outstanding balances.
During fiscal 2022, the Company deferred a portion of costs incurred related to bad debt for NJNG associated with
customer accounts receivable as a regulatory asset resulting from the impacts of the ongoing COVID-19 pandemic. See Note 4.
Regulation for additional information.
Loans Receivable
NJNG currently provides loans, with terms ranging from 2 to 10 years, to customers that elect to purchase and install
certain energy-efficient equipment in accordance with its BPU-approved SAVEGREEN program. The loans are recognized at
fair value on the Consolidated Balance Sheets. The Company has $14.5 million and $14.2 million recorded in other current
assets and $34.7 million and $32.3 million in other noncurrent assets as of September 30, 2022 and 2021, respectively, on the
Consolidated Balance Sheets, related to the loans. The Company regularly evaluates the credit quality and collection profile of
its customers. If NJNG determines a loan is impaired, the basis of the loan would be subject to regulatory review for recovery.
As of September 30, 2022 and 2021, the Company has not recorded any impairments for SAVEGREEN loans.
Page 79
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Regulatory Assets & Liabilities
Under cost-based regulation, regulated utility enterprises generally are permitted to recover their operating expenses and
earn a reasonable rate of return on their utility investment.
Natural Gas Distribution maintains its accounts in accordance with the FERC Uniform System of Accounts as prescribed
by the BPU and in accordance with ASC 980, Regulated Operations. As a result of the impact of the ratemaking process and
regulatory actions of the BPU, NJNG is required to recognize the economic effects of rate regulation. Accordingly, NJNG
capitalizes or defers certain costs that are expected to be recovered from its customers as regulatory assets and recognizes
certain obligations representing probable future expenditures as regulatory liabilities on the Consolidated Balance Sheets. See
Note 4. Regulation for a more detailed description of NJNG’s regulatory assets and liabilities.
Adelphia Gateway capitalizes or defers certain costs that are expected to be recovered from its customers as regulatory
assets and recognizes certain obligations representing probable future expenditures as regulatory liabilities on the Consolidated
Balance Sheets. See Note 4. Regulation for a more detailed description of Adelphia Gateway’s regulatory assets and liabilities.
Natural Gas in Storage
Natural gas in storage is reflected at average cost on the Consolidated Balance Sheets and represents natural gas and LNG
that will be utilized in the ordinary course of business. The following table summarizes natural gas in storage, at average cost by
company, as of September 30:
($ in thousands)
Natural Gas Distribution
Energy Services
Total
Derivative Instruments
2022
2021
Natural Gas in Storage Bcf Natural Gas in Storage Bcf
$
$
191,175 29.0
82,469 10.8
273,644 39.8
$ 115,824 27.6
77,782 18.8
$ 193,606 46.4
The Company accounts for its financial instruments, such as futures, options, foreign exchange contracts and interest rate
contracts, as well as its physical commodity contracts related to the purchase and sale of natural gas at Energy Services, as
derivatives, and therefore recognizes them at fair value on the Consolidated Balance Sheets. The Company’s unregulated
subsidiaries record changes in the fair value of their financial commodity derivatives in natural gas purchases and changes in
the fair value of their physical forward contracts in natural gas purchases or operating revenues, as appropriate, on the
Consolidated Statements of Operations. Ineffective portions of the cash flow hedges are recognized immediately in earnings.
ASC 815, Derivatives and Hedging also provides for a NPNS scope exception for qualifying physical commodity
contracts for which physical delivery is probable and the quantities delivered are expected to be used or sold over a reasonable
period of time in the normal course of business. Effective January 1, 2016, the Company prospectively applies this normal
scope exception on a case-by-case basis to physical commodity contracts at NJNG and PPAs at Clean Energy Ventures. When
applied, it does not account for these contracts until the contract settles and the related underlying natural gas or power is
delivered. Gains and/or losses on NJNG’s derivatives used to economically hedge its regulated natural gas supply obligations,
as well as its exposure to interest rate variability, are recoverable through its BGSS, a component of its tariff. Accordingly, the
offset to the change in fair value of these derivatives is recorded as a regulatory asset or liability on the Consolidated Balance
Sheets. See Note 5. Derivative Instruments for additional details regarding natural gas trading and hedging activities.
Fair values of exchange-traded instruments, including futures and swaps, are based on unadjusted, quoted prices in active
markets. The Company’s non-exchange-traded financial instruments, foreign currency derivatives, over-the-counter physical
commodity contracts at Energy Services and interest rate contracts are valued using observable, quoted prices for similar or
identical assets when available. In establishing the fair value of contracts for which a quoted basis price is not available at the
measurement date, management utilizes available market data and pricing models to estimate fair values. Fair values are subject
to change in the near term and reflect management’s best estimate based on a variety of factors. Estimating fair values of
instruments that do not have quoted market prices requires management’s judgment in determining amounts that could
reasonably be expected to be received from, or paid to, a third party in settlement of the instruments. These amounts could be
materially different from amounts that might be realized in an actual sale transaction.
Page 80
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
During fiscal 2020, the Company entered into treasury lock transactions to fix the benchmark treasury rate associated
with debt issuances for NJNG and NJR that occurred during the fiscal year. Settlement of the NJNG treasury locks resulted in a
loss, which was recorded as a component of regulatory assets on the Consolidated Balance Sheets and will be amortized in
earnings over the term of the debt as a component of interest expense on the Consolidated Statements of Operations. NJR
designated its treasury lock contracts as cash flow hedges; therefore, changes in fair value of the effective portion of the hedges
were recorded in OCI. Settlement of the treasury locks resulted in a loss, which was recorded within OCI and is amortized into
earnings over the term of the associated debt as a component of interest expense on the Consolidated Statements of Operations.
As of September 30, 2022 and 2021, amounts recognized in interest expense related to the amortization of the loss on treasury
lock transactions totaled $219,000 and $223,000, respectively, for NJNG, and $1.1 million and $1.0 million, respectively, for
NJR.
Software Costs
The Company capitalizes certain costs, such as software design and configuration, coding, testing and installation, that
are incurred to purchase or create and implement computer software for internal use. Capitalized costs include external costs of
materials and services utilized in developing or obtaining internal-use software and payroll and payroll-related costs for
employees who are directly associated with and devote time to the internal-use software project. Maintenance costs are
expensed as incurred. Upgrades and enhancements are capitalized if it is probable that such expenditures will result in
additional functionality. Amortization is recorded on the straight-line basis over the estimated useful lives.
The following table presents the software costs included in the Consolidated Financial Statements, as of September 30:
(Thousands)
Balance Sheets
Utility plant, at cost
Construction work in progress
Nonutility plant and equipment, at cost
Construction work in progress
Accumulated depreciation and amortization, utility plant
Accumulated depreciation and amortization, nonutility plant and equipment
Software costs
Statements of Operations
Operation and maintenance (1)
Depreciation and amortization
2022
2021
$
$
$
$
$
$
$
$
$
40,437 $
14,381 $
344 $
— $
(3,361) $
(25) $
6,120 $
16,543
7,801
338
8
(1,333)
(29)
5,582
11,141 $
2,024 $
9,141
1,078
(1) During fiscal 2022 and 2021, $452,000 and 447,000, respectively, was amortized from software costs into O&M.
Intangible Assets
Finite-lived intangible assets are stated at cost less accumulated amortization. The Company amortizes intangible assets
based upon the pattern in which the economic benefits are consumed over the life of the asset unless a pattern cannot be reliably
determined, in which case the Company uses a straight-line amortization method. As of September 30, 2022, intangible assets
consist primarily of acquired wholesale natural gas energy contracts totaling $2.3 million. The wholesale natural gas contracts
are being amortized based upon expected cash flows over the respective terms of the agreements.
The estimated future amortization expense as of September 30, is as follows:
(Thousands)
2023
2024
2025
2026
2027
$
$
$
$
$
2,271
77
—
—
—
Page 81
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Long-lived Assets
The Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or
changes in circumstances indicate that the carrying value may not be recoverable, such as significant adverse changes in
regulation, business climate or market conditions, including prolonged periods of adverse commodity and capacity prices. If
there are changes indicating that the carrying value of such assets may not be recoverable, an undiscounted cash flows test is
performed. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an
impairment loss is recognized by reducing the recorded value of the asset to its fair value. Factors that the Company analyzes in
determining whether an impairment in its long-lived assets exists include: a significant decrease in the market price of a long-
lived asset; a significant adverse change in the extent in which a long-lived asset is being used in its physical condition; legal
proceedings or other contributing factors; significant business climate changes; accumulations of costs in significant excess of
the amounts expected; a current-period operating or cash flow loss combined with a history of such events; and current
expectations that more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its
estimated useful life. During fiscal 2022 and 2021, there were no events or circumstances that indicated that the carrying value
of long-lived assets or finite-lived intangibles was not recoverable.
Debt Issuance Costs
Debt issuance costs are capitalized and amortized as interest expense on a basis which approximates the effective interest
method over the term of the related debt. Debt issuance costs are presented as a direct deduction from the carrying amount of
the related debt. See Note 9. Debt for the total unamortized debt issuance costs that are recorded as a reduction to long-term
debt on the Consolidated Balance Sheets.
Sale Leasebacks
NJNG utilizes sale leaseback arrangements as a financing mechanism to fund certain of its capital expenditures related to
natural gas meters, whereby the physical asset is sold concurrent with an agreement to lease the asset back. These agreements
include options to renew the lease or repurchase the asset at the end of the term. Proceeds from sale leaseback transactions are
accounted for as financing arrangements and are included in long-term debt on the Consolidated Balance Sheets. During fiscal
2022 and 2020, NJNG received $17.3 million and $4.0 million, respectively, in connection with the sale leaseback of its natural
gas meters with terms ranging from seven to 11 years. There were no natural gas meter sale leasebacks recorded during fiscal
2021.
In addition, for certain of its commercial solar energy projects, the Company enters into lease agreements that provide for
the sale of commercial solar energy assets to third parties and the concurrent leaseback of the assets. For sale leaseback
transactions where the Company has concluded that the arrangement does not qualify as a sale as the Company retains control
of the underlying assets, the Company uses the financing method to account for the transaction. Under the financing method,
the Company recognizes the proceeds received from the buyer-lessor that constitute a payment to acquire the solar energy asset
as a financing arrangement, which is recorded as a component of debt on the Consolidated Balance Sheets.
During fiscal 2022, 2021, and 2020, Clean Energy Ventures received proceeds of $24.1 million, $17.7 million and $42.9
million, respectively, in connection with sale leasebacks of commercial solar assets. The proceeds received were recognized as
a financing obligation on the Consolidated Balance Sheets. Clean Energy Ventures simultaneously entered into agreements to
lease the assets back over a term of five to 15 years. The Company continues to operate the solar assets and is responsible for
related expenses and entitled to retain the revenue generated from RECs and energy sales. The ITCs and other tax benefits
associated with these solar projects transfer to the buyer; however, the payments are structured so that Clean Energy Ventures is
compensated for the transfer of the related tax attributes. Accordingly, Clean Energy Ventures recognizes the equivalent value
of the tax attributes in other income on the Consolidated Statements of Operations over the respective five-year ITC recapture
periods, starting with the second year of the lease.
Environmental Contingencies
Loss contingencies are recorded as liabilities when it is probable a liability has been incurred and the amount of the loss is
reasonably estimable in accordance with accounting standards for contingencies. Estimating probable losses requires an
analysis of uncertainties that often depend upon judgments about potential actions by third parties. Accruals for loss
contingencies are recorded based on an analysis of potential results.
Page 82
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
With respect to environmental liabilities and related costs, NJNG periodically, and at least annually, performs an
environmental review of MGP sites, including a review of potential liability for investigation and remedial action. 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. 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 any insurance recoveries. 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. See Note 15. Commitments and
Contingent Liabilities for more details.
Pension and Postemployment Plans
The Company has two noncontributory defined pension plans covering eligible employees, including officers. Benefits
are based on each employee’s years of service and compensation. The Company’s funding policy is to contribute annually to
these plans at least the minimum amount required under the Employee Retirement Income Security Act, as amended, and not
more than can be deducted for federal income tax purposes. Plan assets consist of equity securities, fixed-income securities and
short-term investments. The Company did not make any discretionary contributions to the pension plans during fiscal 2022 and
2021.
The Company also provides two primarily noncontributory medical and life insurance plans for eligible retirees and
dependents. Medical benefits, which make up the largest component of the plans, are based upon an age and years-of-service
vesting schedule and other plan provisions. Funding of these benefits is made primarily into Voluntary Employee Beneficiary
Association trust funds. The Company contributed $6.1 million and $7.2 million in aggregate to these plans during fiscal 2022
and 2021, respectively, which is recorded in postemployment employee benefit liability on the Consolidated Balance Sheets.
See Note 11. Employee Benefit Plans for a more detailed description of the Company’s pension and postemployment plans.
Asset Retirement Obligations
The Company recognizes ARO related to the costs associated with cutting and capping NJNG’s main and service natural
gas distribution mains, which is required by New Jersey law when taking such natural gas distribution mains out of service. The
Company also recognizes ARO associated with Clean Energy Ventures’ solar assets when there are decommissioning
provisions in lease agreements that require removal of the asset at the end of the lease term.
ARO are initially recognized when the legal obligation to retire an asset has been incurred and a reasonable estimate of
fair value can be made. The discounted fair value is recognized as an ARO liability with a corresponding amount capitalized as
part of the carrying cost of the underlying asset. The obligation is subsequently accreted to the future value of the expected
retirement cost, and the corresponding asset retirement cost is depreciated over the life of the related asset. Accretion expense
associated with Clean Energy Ventures’ ARO is recognized as a component of operations and maintenance expense on the
Consolidated Statements of Operations. Accretion amounts associated with NJNG’s ARO are recognized as part of its
depreciation expense, and the corresponding regulatory asset and liability will be shown gross on the Consolidated Balance
Sheets.
Estimating future removal costs requires management to make significant judgments because most of the removal
obligations span long time frames and removal may be conditioned upon future events. Asset removal technologies are also
constantly changing, which makes it difficult to estimate removal costs. Accordingly, inherent in the estimate of ARO are
various assumptions including the ultimate settlement date, expected cash outflows, inflation rates, credit-adjusted risk-free
rates and consideration of potential outcomes where settlement of the ARO can be conditioned upon events. In the latter case,
the Company develops possible retirement scenarios and assigns probabilities based on management’s reasonable judgment and
knowledge of industry practice. Accordingly, ARO are subject to change.
Page 83
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Accumulated Other Comprehensive Income
The following table presents the changes in the components of accumulated other comprehensive income, net of related
tax effects, as of September 30:
(Thousands)
Balance at September 30, 2020
Other comprehensive income, net of tax
Other comprehensive income, before reclassifications, net of tax of $0,
$(1,618) and $(1,618), respectively
Amounts reclassified from accumulated other comprehensive income, net of
tax of $(350), $(957) and $(1,307), respectively
Net current-period other comprehensive income, net of tax of $(350),
$(2,575) and $(2,925), respectively
Balance at September 30, 2021
Other comprehensive income, net of tax
Cash Flow
Hedges
$ (10,397)
Postemployment
Benefit
Obligation
(33,918)
$
Total
$ (44,315)
—
1,021
5,494
5,494
3,272 (1)
4,293
1,021
(9,376)
$
$
8,766
(25,152)
9,787
$ (34,528)
Other comprehensive income, before reclassifications, net of tax of $0,
$(7,727) and $(7,727), respectively
Amounts reclassified from accumulated other comprehensive income, net of
tax of $(317), $(930) and $(1,247), respectively
Net current-period other comprehensive income, net of tax of $(317),
$(8,657) and $(8,974), respectively
Balance at September 30, 2022
—
1,054
25,580
25,580
3,068 (1)
4,122
1,054
(8,322)
$
$
28,648
3,496
29,702
$ (4,826)
(1)
Included in the computation of net periodic pension cost, a component of operations and maintenance expense on the Consolidated Statements of
Operations. For more details, see Note 11. Employee Benefit Plans.
Foreign Currency Transactions
The market area of Energy Services includes Canadian delivery points and, as a result, Energy Services incurs certain
natural gas commodity costs and demand fees denominated in Canadian dollars. Gains or losses that occur as a result of these
foreign currency transactions are reported as a component of natural gas purchases on the Consolidated Statements of
Operations. Gains and losses recognized for the fiscal years ended September 30, 2022, 2021 and 2020, are considered
immaterial.
Recently Adopted Updates to the Accounting Standards Codification
Income Taxes
In December 2019, the FASB issued ASU No. 2019-12, an amendment to ASC 740, Income Taxes, which simplifies the
accounting for income taxes and changes the accounting for certain income tax transactions, among other minor improvements.
The Company adopted this guidance on October 1, 2021, and applied it on a prospective basis. The amendments in this update
were either not applicable, currently applied, or did not have a material impact on the Company’s financial position, results of
operations, cash flows or disclosures upon adoption.
Investments - Equity Securities, Investments - Equity Method and Joint Ventures and Derivatives and Hedging
In January 2020, the FASB issued ASU No. 2020-01, an amendment to ASC 321, Investments - Equity Securities, ASC
323, Investments - Equity Method and Joint Ventures, and ASC 815, Derivatives and Hedging, which clarifies the interactions
between the three ASU topics. The update requires an entity to evaluate observable transactions that necessitate applying or
discontinuing the equity method of accounting when applying the measurement alternative in Topic 321. This evaluation occurs
prior to applying or upon ceasing the equity method. The update also states that when applying paragraph 815-10-15-141(a) for
forward contracts and purchased options, an entity is not required to assess whether the underlying securities will be accounted
for under the equity method in accordance with Topic 323 or fair value method under Topic 825 upon settlement or exercise.
The Company adopted this guidance on October 1, 2021, and applied it on a prospective basis. There was no material impact on
the Company’s financial position, results of operations, cash flows or disclosures upon adoption.
Page 84
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Other
In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements, which clarifies application of various
provisions in the ASC by amending and adding new headings, cross-referencing to other guidance, and refining or correcting
terminology. It also improves the consistency by amending the ASC to include all disclosure guidance in the appropriate
section. The Company adopted this guidance on October 1, 2021, and applied it on a prospective basis. There was no material
impact on the Company’s financial position, results of operations, cash flows or disclosures upon adoption.
Other Recent Updates to the Accounting Standards Codification
Debt and Other
In August 2020, the FASB issued ASU No. 2020-06, an amendment to ASC 470, Debt, and ASC 815, Derivatives and
Hedging, which changes the accounting for convertible instruments by reducing the number of acceptable accounting models to
three models including, the embedded derivative, substantial premium, and traditional no-proceeds-allocated models. The
guidance is effective for the Company beginning October 1, 2022, and the Company can elect to apply it on either a modified or
a full retrospective basis. The Company does not currently have convertible debt instruments and thus does not expect the
amendments to have an impact on its financial position, results of operations, cash flows and disclosures upon adoption.
In May 2021, the FASB issued ASU No. 2021-04, an amendment to ASC 470, Debt, ASC 260, Earnings per Share, ASC
718, Stock Compensation, and ASC 815, Derivatives and Hedging. The update impacts equity-classified written call options
that remain equity-classified after a modification or exchange. The guidance is effective for the Company beginning October 1,
2022, and will be applied on a prospective basis. The Company does not currently have equity-classified written call options
and thus does not expect the amendments to have an impact on its financial position, results of operations, cash flows and
disclosures upon adoption.
Leases
In July 2021, the FASB issued ASU No. 2021-05, an amendment to ASC 842, Leases, which requires a lessor to classify
a lease with entirely or partially variable payments that do not depend on an index or rate as an operating lease if another
classification, including sales-type or direct financing, would trigger a loss at the lease commencement date. The guidance is
effective for the Company beginning October 1, 2022, and the Company has elected to apply it on a prospective basis. The
Company expects the amendments to have an immaterial impact on its financial position, results of operations, cash flows and
disclosures upon adoption.
Business Combinations
In October 2021, the FASB issued ASU No. 2021-08, an amendment to ASC 805, Business Combinations, which requires
that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance
with Topic 606, Revenue from Contracts with Customers. The guidance is effective for the Company beginning October 1,
2023, and will be applied on a prospective basis to new acquisitions following the date of adoption. The Company is currently
evaluating the amendments to understand the impact on its financial position, results of operations, cash flows and disclosures
upon adoption.
Derivatives and Hedging
In March 2022, the FASB issued ASU No. 2022-01, an amendment to ASC 815, Derivatives and Hedging, which
addresses fair value hedge accounting of interest rate risk for portfolios of financial assets. This update further clarifies
guidance previously released in ASU 2017-12 which established the “last-of-layer” method and this update renames that
method as the “portfolio layer” method. The guidance is effective for the Company beginning October 1, 2023, and the
transition method can be on a prospective basis for a multiple-layer hedging strategy or a modified retrospective basis for a
portfolio layer method. The Company does not currently apply hedge accounting to any of its risk management activities and
thus does not expect the amendment to have an impact on its financial position, results of operations, cash flows and disclosures
upon adoption.
Page 85
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Financial Instruments
In March 2022, the FASB issued ASU No. 2022-02, an amendment to ASC 326, Financial Instruments - Credit Losses,
which eliminates the accounting guidance for creditors in troubled debt restructuring. It also aligns conflicting disclosure
requirement guidance in ASC 326 by requiring disclosure of current-period gross write-offs by year of origination. The
amendment also adds new disclosures for creditors with loan refinancing and restructuring for borrowers experiencing financial
difficulty. The guidance is effective for the Company beginning October 1, 2023, and the Company can elect to apply it either
on a modified retrospective or prospective basis. At this time, the Company has not experienced a troubled debt restructuring
and thus does not expect the amendments to have an impact on its financial position, results of operations and cash flows upon
adoption. The Company is currently evaluating the amendments to understand the impact on its disclosures upon adoption.
Fair Value Measurement
In June 2022, the FASB issued ASU No. 2022-03, an amendment to ASC 820, Fair Value Measurement. The amendment
clarifies the fair value principles when measuring the fair value of an equity security subject to a contractual sale restriction.
The guidance is effective for the Company on October 1, 2024, its first fiscal year beginning after December 15, 2023, and will
be applied on a prospective basis, if applicable. At this time, the Company does not have equity securities subject to contractual
sale restrictions, and therefore these amendments would only impact the Company if, in the future, it entered into such
transactions.
3. REVENUE
Revenue is recognized when a performance obligation is satisfied by transferring control of a product or service to a
customer. Revenue is measured based on consideration specified in a contract with a customer using the output method of
progress. The Company elected to apply the invoice practical expedient for recognizing revenue, whereby the amounts invoiced
to customers represent the value to the customer and the Company’s performance completion as of the invoice date. Therefore
the Company does not disclose related unsatisfied performance obligations. The Company also elected the practical expedient
to exclude from the transaction price all sales taxes that are assessed by a governmental authority and therefore presents sales
tax net in operating revenues on the Consolidated Statements of Operations.
Below is a listing of performance obligations that arise from contracts with customers, along with details on the
satisfaction of each performance obligation, the significant payment terms and the nature of the goods and services being
transferred, by reporting segment and other business operations:
Revenue Recognized Over Time:
Segment/
Operations
Natural Gas
Distribution
Performance
Obligation
Natural gas utility
sales
Clean Energy
Ventures
Commercial solar
electricity
Description
NJNG’s performance obligation is to provide natural gas to residential, commercial and
industrial customers as demanded, based on regulated tariff rates, which are established
by the BPU. Revenues from the sale of natural gas are recognized in the period that
natural gas is delivered and consumed by customers, including an estimate for quantities
consumed but not billed during the period. Payment is due each month for the previous
month’s deliveries. Natural gas sales to individual customers are based on meter readings,
which are performed on a systematic basis throughout the billing period. The unbilled
revenue estimates are based on estimated customer usage by customer type, weather
effects and the most current tariff rates. NJNG is entitled to be compensated for
performance completed until service is terminated.
Customers may elect to purchase the natural gas commodity from NJNG or may contract
separately to purchase natural gas directly from third-party suppliers. As NJNG is acting
as an agent on behalf of the third-party supplier, revenue is recorded for the delivery of
natural gas to the customer.
Clean Energy Ventures operates wholly-owned solar projects that recognize revenue as
electricity is generated and transferred to the customer. The performance obligation is to
provide electricity
the
interconnection agreement and is satisfied upon transfer of electricity generated.
in accordance with contract
the customer
terms or
to
Revenue is recognized as invoiced and the payment is due each month for the previous
month’s services.
Page 86
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Revenue Recognized Over Time (continued):
Segment/
Operations
Clean Energy
Ventures
Performance
Obligation
Residential solar
electricity
Clean Energy
Ventures
Transition
renewable energy
certificates
Energy
Services
Natural gas
services
Storage and
Transportation
Natural gas
services
Description
Clean Energy Ventures provides access to residential rooftop and ground-mount solar
equipment to customers who then pay the Company a monthly fee. The performance
obligation is to provide electricity to the customer based on generation from the
underlying residential solar asset and is satisfied upon transfer of electricity generated.
Revenue is derived from the contract terms and is recognized as invoiced, with the
payment due each month for the previous month's services.
Clean Energy Ventures generates TRECs, which are created for every MWh of electricity
produced by a solar generator. The performance obligation of Clean Energy Ventures is to
generate electricity and TRECs, which are purchased monthly by a REC Administrator.
Revenue is recognized upon generation.
The performance obligation of Energy Services is to provide the customer transportation,
storage and asset management services on an as-needed basis. Energy Services generates
revenue through management fees, demand charges, reservation fees and transportation
charges centered around the buying and selling of the natural gas commodity, representing
one series of distinct performance obligations.
Revenue is recognized based upon the underlying natural gas quantities physically
delivered and the customer obtaining control. Energy Services invoices customers in line
with the terms of the contract and based on the services provided. Payment is due upon
receipt of the invoice. For temporary releases of pipeline capacity, revenue is recognized
on a straight-line basis over the agreed upon term.
The performance obligation of Storage and Transportation is to provide the customer with
storage and transportation services. Storage and Transportation generates revenues from
firm storage contracts and transportation contracts, injection and withdrawal at the storage
facility and the delivery of natural gas to customers. Revenue is recognized over time as
customers receive the benefits of its service as it is performed on their behalf using an
output method based on actual deliveries.
Demand fees are recognized as revenue over the term of the related agreement.
Home
Services and
Other
Service contracts Home Services enters into service contracts with homeowners to provide maintenance and
replacement services of applicable heating, cooling or ventilation equipment. NJR Retail
enters into warranty contracts with homeowners for various appliances. All services
provided relate to a distinct performance obligation, which is to provide services for the
specific equipment over the term of the contract.
Revenue is recognized on a straight-line basis over the term of the contract and payment is
due upon receipt of the invoice.
Revenue Recognized at a Point in Time:
Energy
Services
Natural gas
services
For a permanent release of pipeline capacity, the performance obligation of Energy
Services is the release of the pipeline capacity associated with certain natural gas
transportation contracts and the transfer of the underlying contractual rights to the
counterparty.
Storage and
Transportation
Natural gas
services
Home
Services and
Other
Installations
Revenue is recognized upon the transfer of the underlying contractual rights.
The performance obligation of Storage and Transportation is to provide the customer with
storage and transportation services. Storage and Transportation generates revenues from
usage fees and hub services for the use of storage space, injection and withdrawal from
the storage facility. Hub services include park and loan transactions and wheeling.
Usage fees and hub services revenues are recognized as services are performed.
Home Services installs appliances, including but not limited to furnaces, air conditioning
units, boilers and generators, for customers. The distinct performance obligation is the
installation of the contracted appliance, which is satisfied at the point in time the item is
installed.
The transaction price for each installation differs accordingly. Revenue is recognized at a
point in time upon completion of the installation, which is when the customer is billed.
Page 87
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Disaggregated revenues from contracts with customers by product line and by reporting segment and other business
operations during fiscal 2022, 2021 and 2020 are as follows:
(Thousands)
2022
Natural gas utility sales (1)
Natural gas services
Service contracts
Installations and maintenance
Renewable energy certificates
Electricity sales
Eliminations (1)
Revenues from contracts with customers
Alternative revenue programs (3)
Derivative instruments
Eliminations (2)
Revenues out of scope
Total operating revenues
2021
Natural gas utility sales (1)
Natural gas services
Service contracts
Installations and maintenance
Renewable energy certificates
Electricity sales
Eliminations (2)
Revenues from contracts with customers
Alternative revenue programs (3)
Derivative instruments
Eliminations (2)
Revenues out of scope
Total operating revenues
2020
Natural gas utility sales
Natural gas services
Service contracts
Installations and maintenance
Renewable energy certificates
Electricity sales
Eliminations (2)
Revenues from contracts with customers
Alternative revenue programs (3)
Derivative instruments
Eliminations (2)
Revenues out of scope
Total operating revenues
$
Natural Gas
Distribution
Clean
Energy
Ventures
Energy
Services
Storage and
Transportation
Home
Services
and Other
Total
$
951,626
—
—
—
—
—
(1,350)
950,276
11,259
165,882
—
177,141
$ 1,127,417
$
$
$
694,635
—
—
—
—
—
—
694,635
(7,282)
44,443
—
37,161
731,796
695,858
—
—
—
—
—
—
695,858
15,750
18,315
—
34,065
729,923
—
—
—
—
5,487
38,317
—
43,804
—
84,476
—
84,476
128,280
—
—
—
—
4,571
25,270
—
29,841
—
65,434
—
65,434
95,275
—
—
—
—
1,384
20,099
—
21,483
—
81,134
—
81,134
102,617
—
83,801
—
—
—
—
—
83,801
—
1,445,471
(94)
1,445,377
1,529,178
—
26,933
—
—
—
—
—
26,933
—
1,201,487
426
1,201,913
1,228,846
—
24,511
—
—
—
—
—
24,511
—
1,005,908
(1,116)
1,004,792
1,029,303
(4)
(4)
(4)
—
67,735
—
—
—
—
(2,449)
65,286
—
—
—
—
65,286
—
51,020
—
—
—
—
(1,768)
49,252
—
—
—
—
49,252
—
44,728
—
—
—
—
(2,713)
42,015
—
—
—
—
42,015
— $ 951,626
151,536
—
33,932
33,932
22,250
22,250
5,487
—
38,317
—
(4,163)
(364)
55,818 1,198,985
—
11,259
— 1,695,829
(94)
—
— 1,706,994
55,818 $ 2,905,979
— $ 694,635
77,953
—
33,250
33,250
18,979
18,979
4,571
—
25,270
—
(2,553)
(785)
852,105
51,444
(7,282)
—
— 1,311,364
—
426
— 1,304,508
51,444 $ 2,156,613
695,858
—
69,239
—
32,455
32,455
18,562
18,562
1,384
—
20,099
—
(3,920)
(1,207)
833,677
49,810
—
15,750
— 1,105,357
(1,116)
—
— 1,119,991
49,810 1,953,668
(1)
(2)
(3)
(4)
Includes building rent related to the Wall headquarters, which is eliminated in consolidation.
Consists of transactions between subsidiaries that are eliminated in consolidation.
Includes CIP revenue.
Includes SREC revenue.
Page 88
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Disaggregated revenues from contracts with customers by customer type and by reporting segment and other business
operations during the fiscal years ended September 30, are as follows:
(Thousands)
2022
Natural Gas
Distribution
Clean
Energy
Ventures
Energy
Services
Storage and
Transportation
Home
Services
and Other
Total
Residential
Commercial and industrial
Firm transportation
Interruptible and off-tariff
Revenues out of scope
Total operating revenues
$
586,678
265,970
92,531
5,097
177,141
$ 1,127,417
2021
Residential
Commercial and industrial
Firm transportation
Interruptible and off-tariff
Revenues out of scope
Total operating revenues
2020
Residential
Commercial and industrial
Firm transportation
Interruptible and off-tariff
Revenues out of scope
Total operating revenues
$
$
$
$
487,018
124,519
79,256
3,842
37,161
731,796
490,233
129,946
69,357
6,322
34,065
729,923
12,579
31,225
—
—
84,476
128,280
11,319
18,522
—
—
65,434
95,275
10,233
11,250
—
—
81,134
102,617
—
83,801
—
—
1,445,377
1,529,178
—
26,933
—
—
1,201,913
1,228,846
—
24,511
—
—
1,004,792
1,029,303
Customer Accounts Receivable/Credit Balances and Deposits
—
65,286
—
—
—
65,286
—
49,252
—
—
—
49,252
—
42,015
—
—
—
42,015
55,629 $
189
—
—
—
654,886
446,471
92,531
5,097
1,706,994
55,818 $ 2,905,979
50,689 $
755
—
—
—
549,026
219,981
79,256
3,842
1,304,508
51,444 $ 2,156,613
48,867 $
943
—
—
—
549,333
208,665
69,357
6,322
1,119,991
49,810 $ 1,953,668
The timing of revenue recognition, customer billings and cash collections resulting in accounts receivables, billed and
unbilled, and customers’ credit balances and deposits on the Consolidated Balance Sheets are as follows:
(Thousands)
Balance as of September 30, 2020
Increase
Balance as of September 30, 2021
Increase
Balance as of September 30, 2022
Customer Accounts Receivable Customers' Credit
Billed
Unbilled
Balances and
Deposits
$
$
134,173 $
78,665
212,838
9,459
222,297 $
9,226 $
1,125
10,351
3,418
13,769 $
25,934
6,652
32,586
660
33,246
Page 89
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
The following table provides information about receivables, which are included within accounts receivable, billed and
unbilled, and customers’ credit balances and deposits, respectively, on the Consolidated Balance Sheets as of September 30:
(Thousands)
2022
Customer accounts receivable
Billed
Unbilled
Customers’ credit balances and deposits
Total
2021
Customer accounts receivable
Billed
Unbilled
Customers’ credit balances and deposits
Total
4. REGULATION
Natural Gas
Distribution
Clean Energy
Ventures
Energy
Services
Storage and
Transportation
Home Services
and Other
Total
$
$
$
$
78,508
10,814
(33,246)
56,076
54,514
8,427
(32,586)
30,355
5,566 129,199
—
2,955
—
—
8,521 129,199
5,534 147,087
—
1,924
—
—
7,458 147,087
7,012
—
—
7,012
3,956
—
—
3,956
2,012 $ 222,297
13,769
(33,246)
2,012 $ 202,820
—
—
1,747 $ 212,838
10,351
(32,586)
1,747 $ 190,603
—
—
The EDECA is the legal framework for New Jersey’s public utility and wholesale energy landscape. NJNG is required,
pursuant to a written order by the BPU under EDECA, to open its residential markets to competition from third-party natural
gas suppliers. Customers can choose the supplier of their natural gas commodity in NJNG’s service territory.
As required by EDECA, NJNG’s rates are segregated into two primary components: the commodity portion, which
represents the wholesale cost of natural gas, including the cost for interstate pipeline capacity to transport the natural gas to
NJNG’s service territory; and the delivery portion, which represents the transportation of the commodity portion through
NJNG’s natural gas distribution system to the end-use customer. NJNG does not earn Utility Gross Margin on the commodity
portion of its natural gas sales. NJNG earns Utility Gross Margin through the delivery of natural gas to its customers, regardless
of whether it or a third-party supplier provides the wholesale natural gas commodity.
Under EDECA, the BPU is required to audit the state’s energy utilities every two years. The primary purpose of the audit
is to ensure that utilities and their affiliates offering unregulated retail services do not have an unfair competitive advantage over
nonaffiliated providers of similar retail services. A combined competitive services and management audit of NJNG commenced
in August 1, 2013. A draft management audit report was accepted by the BPU on July 23, 2014, for public comment. To date,
NJNG has implemented all audit recommendations with the approval of BPU staff and is waiting for final BPU approval.
NJNG is subject to cost-based regulation; therefore, it is permitted to recover authorized operating expenses and earn a
reasonable return on its utility capital investments based on the BPU’s approval. The impact of the ratemaking process and
decisions authorized by the BPU allows NJNG to capitalize or defer certain costs that are expected to be recovered from its
customers as regulatory assets, and to recognize certain obligations representing amounts that are probable future expenditures
as regulatory liabilities in accordance with accounting guidance applicable to regulated operations.
NJNG’s recovery of costs is facilitated through its base rates, BGSS and other regulatory tariff riders. NJNG is required to
make filings to the BPU for review of its BGSS, CIP and other programs and related rates. Annual rate changes are typically
requested to be effective at the beginning of the following fiscal year. The current base rates include a weighted average cost of
capital of 6.84 percent and a return on common equity of 9.6 percent. All rate and program changes are subject to proper
notification and BPU review and approval. In addition, NJNG is permitted to implement certain BGSS rate changes on a
provisional basis with proper notification to the BPU.
Page 90
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Regulatory assets and liabilities included on the Consolidated Balance Sheets for NJNG are comprised of the following,
as of September 30:
(Thousands)
Regulatory assets-current
New Jersey Clean Energy Program
Conservation Incentive Program
Other current regulatory assets
Total current regulatory assets
Regulatory assets-noncurrent
Environmental remediation costs:
Expended, net of recoveries
Liability for future expenditures
Deferred income taxes
SAVEGREEN
Postemployment and other benefit costs
Deferred storm damage costs
Cost of removal
Other noncurrent regulatory assets
Total noncurrent regulatory assets
Regulatory liability-current
Overrecovered natural gas costs
Derivatives at fair value, net
Total current regulatory liabilities
Regulatory liabilities-noncurrent
Tax Act impact (1)
Derivatives at fair value, net
Other noncurrent regulatory liabilities
Total noncurrent regulatory liabilities
2022
2021
15,697 $
23,099
1,290
40,086 $
16,308
11,839
1,554
29,701
66,149 $
127,070
40,520
52,690
56,021
2,172
104,850
45,828
495,300 $
58,483
135,012
39,694
32,941
117,194
4,343
99,238
32,695
519,600
17,807 $
7,972
25,779 $
5,510
22,497
28,007
185,367 $
116
151
185,634 $
190,386
1,166
336
191,888
$
$
$
$
$
$
$
$
(1)
Reflects the re-measurement and subsequent amortization of NJNG’s net deferred tax liabilities as a result of the change in federal tax rates enacted in
the Tax Act.
Regulatory assets and liabilities included on the Consolidated Balance Sheets for Adelphia Gateway are comprised of the
following, as of September 30:
(Thousands)
Total current regulatory assets
Total noncurrent regulatory assets
Total current regulatory liabilities
Total noncurrent regulatory liabilities
2022
2021
— $
5,366 $
5,311
— $
417
2,499
—
1,163
$
$
$
The assets are comprised primarily of the tax benefit associated with the equity component of AFUDC and the liability
consists primarily of scheduling penalties. Recovery of regulatory assets is subject to FERC approval.
New Jersey Clean Energy Program
The NJCEP is a statewide program that encourages energy efficiency and renewable energy. Funding amounts are
determined by the BPU’s Office of Clean Energy and all New Jersey utilities are required to share in the annual funding
obligation. The current NJCEP program is for the State of New Jersey’s fiscal year ending June 2023. NJNG recovers the costs
associated with its portion of the NJCEP obligation through its NJCEP rider, with interest.
Conservation Incentive Program
The CIP permits NJNG to recover Utility Gross Margin variations related to customer usage resulting from customer
conservation efforts and mitigates the impact of weather on its margin. Such Utility Gross Margin variations are recovered in
the year following the end of the CIP usage year, without interest, and are subject to additional conditions, including an
earnings test, a revenue test and an evaluation of BGSS-related savings. This program has no expiration date.
Page 91
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Environmental Remediation Costs
NJNG is responsible for the cleanup of certain former gas manufacturing facilities. Actual expenditures are recovered from
customers, with interest, over seven-year rolling periods, through a RAC rate rider. Recovery for NJNG’s estimated future
liability will be requested and/or recovered when actual expenditures are incurred. See Note 15. Commitments and Contingent
Liabilities.
Derivatives
Derivatives are utilized by NJNG to manage the price risk associated with its natural gas purchasing activities and to
participate in certain BGSS incentive programs. The gains and losses associated with NJNG’s derivatives are recoverable
through its BGSS, as noted above, without interest. See Note 5. Derivative Instruments.
Deferred Income Taxes
Upon adoption of a 1993 provision of ASC 740, Income Taxes, NJNG recognized a transition adjustment and
corresponding regulatory asset representing the difference between NJNG’s existing deferred tax amounts compared with the
deferred tax amounts calculated in accordance with the change in method prescribed by ASC 740. NJNG recovers the
regulatory asset associated with these tax impacts through future base rates, without interest.
SAVEGREEN
NJNG administers certain programs that supplement the state’s NJCEP and that allow NJNG to promote clean energy to
its residential and commercial customers, as described further below. NJNG will recover related expenditures and a weighted
average cost of capital on the unamortized balance through a tariff rider, with interest, as approved by the BPU, over a two- to
10-year period depending upon the specific program incentive.
Postemployment and Other Benefit Costs
Postemployment and Other Benefit Costs represents NJNG’s underfunded postemployment benefit obligations, as well as
a fiscal 2010 tax charge resulting from a change in the deductibility of federal subsidies associated with Medicare Part D, both
of which are deferred as regulatory assets and are recoverable, without interest, in base rates. The BPU approved the recovery
of the tax charge through NJNG’s base rates effective October 2016 over a seven-year amortization period. See Note 11.
Employee Benefit Plans.
Deferred Storm Damage Costs
Portions of NJNG’s distribution system incurred significant damage as a result of Post-Tropical Cyclone Sandy in
October 2012. NJNG deferred the uninsured incremental O&M costs associated with its restoration efforts, which were
approved for recovery by the BPU through NJNG’s base rates, without interest, effective October 2016 over a seven-year
amortization period.
Cost of Removal
NJNG accrues and collects for cost of removal in base rates on its utility property, without interest. These costs are
recorded in accumulated depreciation for regulatory reporting purposes, and actual costs of removal, without interest, will be
recovered in subsequent rates, pursuant to the BPU order. Consistent with GAAP, amounts recorded within accumulated
depreciation for regulatory accounting purposes are reclassified out of accumulated depreciation to either a regulatory asset or a
regulatory liability depending on whether actual cost of removal is still subject to collection or amounts overcollected will be
refunded back to customers.
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New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Other Regulatory Assets
Other regulatory assets consist primarily of deferred costs associated with certain components of NJNG’s SBC, as
discussed further in the regulatory proceedings section, and NJNG’s compliance with federal and state-mandated PIM
provisions. NJNG’s related costs to maintain the operational integrity of its distribution and transmission main are recoverable,
without interest, subject to BPU review and approval. As of September 30, 2022, NJNG recorded $635,000 of PIM in other
regulatory assets, which is being recovered through base rates over a seven-year amortization period effective October 2016.
Overrecovered Natural Gas Costs
NJNG recovers its cost of natural gas through the BGSS rate component of its customers’ bills. NJNG’s cost of natural gas
includes the purchased cost of the natural gas commodity, fees paid to pipelines and storage facilities, adjustments as a result of
BGSS incentive programs and hedging transactions. Overrecovered natural gas costs represent a regulatory liability that
generally occurs when NJNG’s BGSS rates are higher than actual costs and requests approval to be returned to customers
including interest, when applicable, in accordance with NJNG’s approved BGSS tariff. Conversely, underrecovered natural gas
costs generally occur during periods when NJNG’s BGSS rates are lower than actual costs, in which case NJNG records a
regulatory asset and requests amounts to be recovered from customers in the future.
The following is a description of certain regulatory proceedings during fiscal 2021 and 2022:
On November 17, 2021, the BPU issued an order adopting a stipulation of settlement approving a $79.0 million increase to
base rates, effective December 1, 2021. The increase includes an overall rate of return on rate base of 6.84 percent, return on
common equity of 9.6 percent, a common equity ratio of 54.0 percent and a depreciation rate of 2.78 percent.
BGSS and CIP
BGSS rates are normally revised on an annual basis. In addition, to manage the fluctuations in wholesale natural gas costs,
NJNG has the ability to make two interim filings during each fiscal year to increase residential and small commercial customer
BGSS rates on a self-implementing and provisional basis. NJNG is also permitted to refund or credit back a portion of the
commodity costs to customers at any time given five days’ notice when the natural gas commodity costs decrease in
comparison to amounts projected or to amounts previously collected from customers. Concurrent with the annual BGSS filing,
NJNG files for an annual review of its CIP. NJNG’s annual BGSS and CIP filings are summarized as follows:
•
•
In November 2020, NJNG notified the BPU of its intent to provide BGSS bill credits to residential and small
commercial sales customers effective December 1, 2020 to December 31, 2020. In December 2020, NJNG notified
the BPU of the extension of the BGSS bill credits through January 2021. The actual bill credits given to customers
totaled $20.6 million, $19.3 million net of tax.
2021 BGSS/CIP filing — In May 2021, NJNG submitted to the BPU the annual petition to modify its BGSS,
balancing charge and CIP rates. On November 17, 2021, the BPU approved a $2.9 million increase to the annual
revenues credited to BGSS and a $13.0 million annual increase related to its balancing charge, as well as changes to
CIP rates, which will result in a $6.3 million decrease to the annual recovery, effective December 1, 2021.
• On November 17, 2021, the BPU approved, on a preliminary basis, NJNG’s annual petition to modify its BGSS,
balancing charge and CIP rates for residential and small commercial customers. The rate changes resulted in a $2.9
million increase to the annual revenues credited to BGSS and a $13.0 million annual increase related to its balancing
charge, as well as changes to CIP rates, which resulted in a $6.3 million annual recovery decrease, effective
December 1, 2021, and was approved on a final basis on May 4, 2022.
•
•
On November 19, 2021, NJNG submitted notification of its intent to self-implement an increase to its BGSS rate
which results in an approximate $24.2 million increase to annual revenues credited to BGSS, effective December 1,
2021.
2022 BGSS/CIP filing — On June 1, 2022, NJNG submitted its annual petition to modify its BGSS, balancing charge
and CIP rates for residential and small commercial customers. On September 7, 2022, the BPU approved, on a
preliminary basis, an $81.9 million increase to the annual revenues credited to BGSS and a $9.0 million annual
increase related to its balancing charge, as well as a $10.2 million increase to CIP rates, effective October 1, 2022.
Page 93
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
BGSS Incentive Programs
NJNG is eligible to receive financial incentives for reducing BGSS costs through a series of Utility Gross Margin-sharing
programs that include off-system sales, capacity release and storage incentive programs. The Company is permitted to annually
propose a process to evaluate and discuss alternative incentive programs, should performance of the existing incentives or
market conditions warrant re-evaluation.
Energy Efficiency Programs
SAVEGREEN conducts home energy audits and provides various grants, incentives and financing alternatives, which
are designed to encourage the installation of high efficiency heating and cooling equipment and other upgrades to promote
energy efficiency to its residential and commercial customers while stimulating state and local economies through the creation
of jobs. Depending on the specific initiative or approval, NJNG recovers costs associated with the programs over a three- to 10-
year period through a tariff rider mechanism. In March 2021, the BPU approved a three-year SAVEGREEN program that
included $126.1 million of direct investment, $109.4 million in financing options and $23.4 million in operation and
maintenance expenses, which resulted in a $15.6 million annual recovery increase, effective July 1, 2021.
SAVEGREEN investments and costs are filed with the BPU on an annual basis. NJNG’s annual EE filings are
summarized as follows:
•
•
•
2020 EE filing — In May 2020, NJNG filed a petition with the BPU to minimally decrease its EE recovery rate.
Throughout the course of the proceeding, the Company updated the filing for additional actual information. Based on
the updated information, the BPU approved the request to maintain its existing rate, which results in an annual
recovery of approximately $11.4 million, effective November 1, 2020.
2021 EE filing — In June 2021, NJNG submitted its annual cost recovery filing for the SAVEGREEN programs
established from 2010 through 2018. On January 26, 2022, the BPU approved the stipulation to resolve the current EE
annual cost recovery filing, which increases annual recoveries by $2.2 million, effective February 1, 2022.
2022 EE filing — On June 1, 2022, NJNG submitted its annual cost recovery filing for the SAVEGREEN programs
established from 2010 through the present. On September 28, 2022, the BPU approved the filing, which decreases
annual recoveries by $3.5 million, effective October 1, 2022.
Societal Benefits Charge
The SBC is comprised of three primary riders that allow NJNG to recover costs associated with USF, which is a
permanent statewide program for all natural gas and electric utilities for the benefit of income-eligible customers, MGP
remediation and the NJCEP. NJNG has submitted the following filings to the BPU, which include a report of program
expenditures incurred each program year:
•
•
•
•
2020 SBC filing — In April 2021, the BPU approved a stipulation resolving NJNG’s annual SBC application
requesting to recover remediation expenses, including an increase in the RAC of approximately $1.3 million annually
and an increase to the NJCEP factor, which resulted in an annual increase of approximately $6.0 million, effective
May 1, 2021.
2021 USF filing — In June 2021, NJNG filed its annual USF compliance filing proposing an annual increase to the
statewide USF rate of approximately $4.9 million. In September 2021, the BPU approved the increase, effective
October 1, 2021.
2021 SBC filing — On March 23, 2022, the BPU approved NJNG's annual filing to increase the RAC by $600,000
and decrease the NJCEP by $2.9 million, effective April 1, 2022.
2022 USF filing — On June 27, 2022, NJNG filed its annual USF compliance filing proposing a decrease to the
statewide USF rate. On August 25, 2022, an additional update was submitted on behalf of all NJ utilities with actual
information through July 31, 2022. On September 28, 2022, the BPU approved a decrease based on the August update,
which resulted in an annual decrease of approximately $1.6 million, effective October 1, 2022.
Page 94
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
•
2022 SBC filing — On September 13, 2022, NJNG submitted its annual SBC filing to the BPU requesting approval of
RAC expenditures through June 30, 2022, as well as an increase to the RAC annual recoveries of $3.8 million and an
increase to the NJCEP annual recoveries of $2.2 million, with a proposed effective date of April 1, 2023.
Infrastructure Programs
NJNG has significant annual capital expenditures associated with the management of its natural gas distribution and
transmission system, including new utility plant for customer growth and its associated PIM and infrastructure programs. NJNG
continues to implement BPU-approved infrastructure projects that are designed to enhance the reliability of NJNG’s natural gas
distribution system, including SAFE and NJ RISE.
SAFE/NJ RISE
The SAFE program replaced portions of NJNG’s natural gas distribution unprotected steel, cast iron infrastructure and
associated services to improve the safety and reliability of the natural gas distribution system. SAFE I was approved to invest
up to $130.0 million, exclusive of AFUDC, over a four-year period. SAFE II was approved to invest up to $200.0 million,
excluding AFUDC, over a five-year period. NJNG recovered approximately $157.5 million through annual rate filings, with
the remainder recovered through subsequent rate cases. As a condition of approval of the program, NJNG was required to file a
base rate case no later than November 2019 and satisfied this requirement with its March 29, 2019 base rate case filing.
NJ RISE consisted of six capital investment projects estimated to cost $102.5 million over a five-year period, excluding
AFUDC, for natural gas distribution storm-hardening and mitigation projects, along with incremental depreciation expense. NJ
RISE includes a weighted average cost of capital that ranges from 6.74 percent to 6.9 percent and a return on equity of 9.75
percent. Requests for recovery of future NJ RISE capital costs occurred in conjunction with SAFE II.
In March 2021, NJNG filed a petition with the BPU requesting the final base rate increase for the recovery associated
with NJ RISE and SAFE II capital investments cost of approximately $3.4 million made through June 30, 2021. In June 2021,
this filing was consolidated with the 2021 base rate case. In November 2021, the BPU issued an order for the consolidated
matter which included approval for the final increase for the NJ RISE and SAFE II programs of $269,000. With this approval,
the BPU filings with respect to NJ RISE and SAFE II are complete.
Infrastructure Investment Program
In February 2019, NJNG filed a petition with the BPU seeking authority to implement a five-year IIP. The IIP consists of
two components, transmission and distribution investments and information technology replacement and enhancements. The
total investment for the IIP is approximately $507.0 million. Upon approval from the BPU, investments will be recovered
through annual filings to adjust base rates. In October 2020, the BPU approved the Company’s transmission and distribution
component of the IIP for $150.0 million over five years, effective November 1, 2020. The recovery of information technology
replacement and enhancements that was included in the original IIP filing will be included as part of base rate filings as projects
are placed in service. On March 31, 2022, NJNG filed its first rate recovery request for its BPU-approved IIP with capital
expenditures estimated through June 30, 2022, including AFUDC. On July 13, 2022, NJNG filed its update with actual capital
expenditures of $28.9 million through June 30, 2022. On September 7, 2022, the BPU approved the rate increase resulting in a
$3.2 million revenue increase, effective October 1, 2022.
Other Filings
In July 2020, the BPU issued an order which authorized New Jersey utilities to create a regulatory asset by deferring
incremental COVID-19 related costs and required a related quarterly report be filed for the COVID-19-related costs and savings
incurred. Utilities were to file a petition by the later of December 31, 2021, or within 60 days of the close of the regulatory asset
period, and rate recovery can be addressed in the filing or the utility may request consideration be deferred to a future rate case.
Any potential rate recovery, and the appropriate period of recovery, would be addressed through that filing, or may have
requested a deferral of rate recovery for a future base rate case. In September 2021, the BPU extended the filing date to
December 31, 2022, or within 60 days of the close of the regulatory asset period.
On August 17, 2022, the BPU approved NJNG’s petition seeking authority to issue up to $500 million in Medium Term
Notes over a 3-year period.
Page 95
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
5. DERIVATIVE INSTRUMENTS
The Company is subject primarily to commodity price risk due to fluctuations in the market price of natural gas, SRECs
and electricity. To manage this risk, the Company enters into a variety of derivative instruments including, but not limited to,
futures contracts, physical forward contracts, financial options and swaps to economically hedge the commodity price risk
associated with its existing and anticipated commitments to purchase and sell natural gas, SRECs and electricity. In addition,
the Company is exposed to foreign currency and interest rate risk and may utilize foreign currency derivatives to hedge
Canadian dollar-denominated natural gas purchases and/or sales and interest rate derivatives to reduce exposure to fluctuations
in interest rates. All of these types of contracts are accounted for as derivatives, unless the Company elects NPNS, which is
done on a contract-by-contract election. Accordingly, all of the financial and certain of the Company’s physical derivative
instruments are recorded at fair value on the Consolidated Balance Sheets. For a more detailed discussion of the Company’s fair
value measurement policies and level disclosures associated with the Company’s derivative instruments, see Note 6. Fair Value.
Energy Services
Energy Services chooses not to designate its financial commodity and physical forward commodity derivatives as
accounting hedges or to elect NPNS. The changes in the fair value of these derivatives are recorded as a component of natural
gas purchases or operating revenues, as appropriate for Energy Services, on the Consolidated Statements of Operations as
unrealized gains or losses. For Energy Services at settlement, realized gains and losses on all financial derivative instruments
are recognized as a component of natural gas purchases, and realized gains and losses on all physical derivatives follow the
presentation of the related unrealized gains and losses as a component of either natural gas purchases or operating revenues.
Energy Services also enters into natural gas transactions in Canada and, consequently, is exposed to fluctuations in the
value of Canadian currency relative to the U.S. dollar. Energy Services may utilize foreign currency derivatives to lock in the
exchange rates associated with natural gas transactions denominated in Canadian currency. The derivatives may include
currency forwards, futures or swaps and are accounted for as derivatives. These derivatives are typically used to hedge demand
fee payments on pipeline capacity, storage and natural gas purchase agreements.
As a result of Energy Services entering into transactions to borrow natural gas, commonly referred to as “park and loans,”
an embedded derivative is recognized relating to differences between the fair value of the amount borrowed and the fair value
of the amount that will ultimately be repaid, based on changes in the forward price for natural gas prices at the borrowed
location over the contract term. This embedded derivative is accounted for as a forward sale in the month in which the
repayment of the borrowed natural gas is expected to occur and is considered a derivative transaction that is recorded at fair
value on the Consolidated Balance Sheets, with changes in value recognized in current-period earnings.
Expected production of SRECs is hedged through the use of forward and futures contracts. All contracts require the
Company to physically deliver SRECs through the transfer of certificates as per contractual settlement schedules. Energy
Services recognizes changes in the fair value of these derivatives as a component of operating revenues. Upon settlement of the
contract, the related revenue is recognized when the SREC is transferred to the counterparty.
Page 96
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Natural Gas Distribution
Changes in fair value of NJNG’s financial commodity derivatives are recorded as a component of regulatory assets or
liabilities on the Consolidated Balance Sheets. The Company elects NPNS accounting treatment on all physical commodity
contracts that NJNG entered into on or before December 31, 2015, and accounts for these contracts on an accrual basis.
Accordingly, physical natural gas purchases are recognized in regulatory assets or liabilities on the Consolidated Balance Sheets
when the contract settles and the natural gas is delivered. The average cost of natural gas is charged to expense in the current
period earnings based on the BGSS factor times the therm sales. Effective for contracts executed on or after January 1, 2016,
NJNG no longer elects NPNS accounting treatment on a portfolio basis. However, since NPNS is a contract-by-contract
election, where it makes sense to do so, NJNG can and may elect to treat certain contracts as normal. Because NJNG recovers
these amounts through future BGSS rates as increases or decreases to the cost of natural gas in NJNG’s tariff for natural gas
service, the changes in fair value of these contracts are deferred as a component of regulatory assets or liabilities on the
Consolidated Balance Sheets.
Clean Energy Ventures
The Company elects NPNS accounting treatment on PPA contracts executed by Clean Energy Ventures that meet the
definition of a derivative and accounts for the contract on an accrual basis. Accordingly, electricity sales are recognized in
revenues throughout the term of the PPA as electricity is delivered. NPNS is a contract-by-contract election and where it makes
sense to do so, the Company can and may elect to treat certain contracts as normal.
Fair Value of Derivatives
The following table presents the fair value of the Company’s derivative assets and liabilities recognized on the
Consolidated Balance Sheets as of September 30:
Balance Sheet Location
(Thousands)
Derivatives not designated as hedging instruments:
Natural Gas Distribution:
Physical commodity contracts
Financial commodity contracts
Energy Services:
Physical commodity contracts
Derivatives - current
Derivatives - current
Financial commodity contracts
Foreign currency contracts
Total fair value of derivatives
Derivatives - current
Derivatives - noncurrent
Derivatives - current
Derivatives - noncurrent
Derivatives - current
Derivatives - noncurrent
Derivatives at Fair Value
2022
2021
Assets
Liabilities
Assets
Liabilities
$
252
85
$
11
6,281
$
36
2,046
$
16
13
9,857
376
14,423
6,009
18
—
$ 31,020
17,051
13,561
26,488
630
17
—
$ 64,039
2,818
333
30,226
3,068
125
2
$ 38,654
24,592
13,237
62,521
260
3
—
$ 100,642
Page 97
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Offsetting of Derivatives
The Company transacts under master netting arrangements or equivalent agreements that allow it to offset derivative
assets and liabilities with the same counterparty. However, the Company’s policy is to present its derivative assets and
liabilities on a gross basis at the contract level unit of account on the Consolidated Balance Sheets. The following table
summarizes the reported gross amounts, the amounts that the Company has the right to offset but elects not to, financial
collateral and the net amounts the Company could present on the Consolidated Balance Sheets but elects not to.
(Thousands)
As of September 30, 2022:
Derivative assets:
Energy Services
Physical commodity contracts
Financial commodity contracts
Foreign currency contracts
Total Energy Services
Natural Gas Distribution
Physical commodity contracts
Financial commodity contracts
Total Natural Gas Distribution
Derivative liabilities:
Energy Services
Physical commodity contracts
Financial commodity contracts
Foreign currency contracts
Total Energy Services
Natural Gas Distribution
Physical commodity contracts
Financial commodity contracts
Total Natural Gas Distribution
As of September 30, 2021:
Derivative assets:
Energy Services
Physical commodity contracts
Financial commodity contracts
Foreign currency contracts
Total Energy Services
Natural Gas Distribution
Physical commodity contracts
Financial commodity contracts
Total Natural Gas Distribution
Derivative liabilities:
Energy Services
Physical commodity contracts
Financial commodity contracts
Foreign currency contracts
Total Energy Services
Natural Gas Distribution
Physical commodity contracts
Financial commodity contracts
Total Natural Gas Distribution
Amounts
Presented on
Balance Sheets (1)
Offsetting
Derivative
Instruments (2)
Financial Collateral
Received/Pledged (3) Net Amounts (4)
$
$
$
$
$
$
$
$
$
$
$
$
10,233
20,432
18
30,683
252
85
337
30,612
27,118
17
57,747
11
6,281
6,292
3,151
33,294
127
36,572
36
2,046
2,082
$
37,829
62,781
3
$ 100,613
$
$
16
13
29
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
(404)
(12,198)
(17)
(12,619)
—
(85)
(85)
(404)
(12,198)
(17)
(12,619)
—
(85)
(85)
(894)
(33,294)
(3)
(34,191)
(8)
(13)
(21)
(894)
(33,294)
(3)
(34,191)
(8)
(13)
(21)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
(200)
—
—
(200)
—
—
—
—
—
—
—
—
—
(700)
20,532
—
19,832
—
—
—
—
—
—
—
—
—
—
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
9,629
8,234
1
17,864
252
—
252
30,208
14,920
—
45,128
11
6,196
6,207
1,557
20,532
124
22,213
28
2,033
2,061
36,935
29,487
—
66,422
8
—
8
(1)
(2)
(3)
(4)
Derivative assets and liabilities are presented on a gross basis on the balance sheets as the Company does not elect balance sheet offsetting under ASC
210-20.
Includes transactions with NAESB netting election, transactions held by FCMs with net margining and transactions with ISDA netting.
Financial collateral includes cash balances at FCMs, as well as cash received from or pledged to other counterparties.
Net amounts represent presentation of derivative assets and liabilities if the Company were to elect balance sheet offsetting under ASC 210-20.
Page 98
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Energy Services utilizes financial derivatives to economically hedge the gross margin associated with the purchase of
physical natural gas to be used for storage injection and its subsequent sale at a later date. The gains or (losses) on the financial
transactions that are economic hedges of the cost of the purchased natural gas are recognized prior to the gains or (losses) on the
physical transaction, which are recognized in earnings when the natural gas is delivered. Therefore, mismatches between the
timing of the recognition of realized gains or (losses) on the financial derivative instruments and gains or (losses) associated
with the actual sale of the natural gas that is being economically hedged, along with fair value changes in derivative
instruments, creates volatility in the results of Energy Services, although the Company’s intended economic results relating to
the entire transaction are unaffected.
The following table presents the effect of derivative instruments recognized on the Consolidated Statements of Operations
as of September 30:
(Thousands)
Derivatives not designated as hedging instruments:
Energy Services:
Location of gain (loss) recognized in
income on derivatives
Amount of gain (loss) recognized
in income on derivatives
2021
2022
2020
Physical commodity contracts
Physical commodity contracts
Financial commodity contracts
Foreign currency contracts
Operating revenues
Natural gas purchases
Natural gas purchases
Natural gas purchases
Total unrealized and realized gains (losses)
$
$
(8,569)
3,580
14,403
(14)
9,400
$ 30,011
1,052
(43,997)
238
$ (12,696)
$
1,163
(3,366)
58,949
(41)
$ 56,705
NJNG’s derivative contracts are part of the Company’s risk management activities that relate to its natural gas purchases
and BGSS incentive programs. At settlement, the resulting gains and/or losses are payable to or recoverable from utility
customers and are deferred in regulatory assets or liabilities resulting in no impact to earnings.
The following table reflects the gains and/or (losses) associated with NJNG’s derivative instruments as of September 30:
(Thousands)
Natural Gas Distribution:
Physical commodity contracts
Financial commodity contracts
Total unrealized and realized gains (losses)
2022
2021
2020
$ 7,116
32,868
$ 39,984
$ 2,174
32,725
$ 34,899
$ 2,077
(3,903)
$ (1,826)
During fiscal 2020, NJR entered into treasury lock transactions to fix the benchmark treasury rate associated with debt
issuances that were finalized in 2020. NJR designates its treasury lock contracts as cash flow hedges; therefore, changes in fair
value of the effective portion of the hedges are recorded in OCI and upon settlement of the contracts, realized gains and (losses)
are reclassified from OCI to interest expense on the Consolidated Statements of Operations ratable over the term of the
associated debt. Pre-tax losses of $1.4 million were reclassified during both fiscal 2022 and 2021.
The following table reflects the effect of derivative instruments designated as cash flow hedges in OCI as of September 30:
(Thousands)
Derivatives in cash flow hedging relationships:
Interest rate contracts
Amount of pre-tax
gain (loss) recognized
in OCI on derivatives
Location of gain (loss)
reclassified from OCI
into income
Amount of pre-tax
gain (loss) reclassified
from OCI into income
2022
2021
$
— $
—
Interest expense
2022
(1,371) $
2021
(1,371)
$
Page 99
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
NJNG and Energy Services had the following outstanding long (short) derivatives as of September 30:
Natural Gas Distribution
Energy Services
Transaction Type
Futures
Physical Commodity
Futures
Swaps
Physical Commodity
Volume (Bcf)
2022
2021
30.5
6.8
(0.7)
—
2.7
22.2
7.6
(13.4)
(0.3)
0.6
Not included in the above table are Energy Services’ net notional amount of foreign currency transactions of
approximately $(1,000) and $(123,000) and 1.2 million and 1.4 million SRECs that were open as of September 30, 2022 and
2021, respectively.
Broker Margin
Futures exchanges have contract-specific margin requirements that require the posting of cash or cash equivalents relating
to traded contracts. Margin requirements consist of initial margin that is posted upon the initiation of a position, maintenance
margin that is usually expressed as a percent of initial margin and variation margin that fluctuates based on the daily marked-to-
market relative to maintenance margin requirements. The Company maintains separate broker margin accounts for Natural Gas
Distribution and Energy Services. The balances as of September 30, by reporting segment, are as follows:
(Thousands)
Natural Gas Distribution
Energy Services
Wholesale Credit Risk
Balance Sheet Location
Restricted broker margin accounts - current assets
Restricted broker margin accounts - current assets
2022
2021
$
$
26,138 $
68,123 $
2,790
70,050
NJNG, Energy Services, Clean Energy Ventures and Storage and Transportation are exposed to credit risk as a result of
their sales/wholesale marketing activities. As a result of the inherent volatility in the prices of natural gas commodities,
derivatives and SRECs, the market value of contractual positions with individual counterparties could exceed established credit
limits or collateral provided by those counterparties. If a counterparty fails to perform the obligations under its contract, then the
Company could sustain a loss.
The Company monitors and manages the credit risk of its wholesale operations through credit policies and procedures that
management believes reduce overall credit risk. These policies include a review and evaluation of current and prospective
counterparties’ financial statements and/or credit ratings, daily monitoring of counterparties’ credit limits and exposure, daily
communication with traders regarding credit status and the use of credit mitigation measures, such as collateral requirements
and netting agreements. Examples of collateral include letters of credit and cash received for either prepayment or margin
deposit. Collateral may be requested due to the Company’s election not to extend credit or because exposure exceeds defined
thresholds. Most of the Company’s wholesale marketing contracts contain standard netting provisions. These contracts include
those governed by ISDA and the NAESB. The netting provisions refer to payment netting, whereby receivables and payables
with the same counterparty are offset and the resulting net amount is paid to the party to which it is due.
Internally-rated exposure applies to counterparties that are not rated by Fitch or Moody’s. In these cases, the
counterparty’s or guarantor’s financial statements are reviewed, and similar methodologies and ratios used by Fitch and/or
Moody’s are applied to arrive at a substitute rating. Gross credit exposure is defined as the unrealized fair value of physical and
financial derivative commodity contracts, plus any outstanding wholesale receivable for the value of natural gas delivered and/
or financial derivative commodity contract that has settled for which payment has not yet been received.
Page 100
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
The following is a summary of gross credit exposures grouped by investment and noninvestment grade counterparties, as
of September 30, 2022. The amounts presented below have not been reduced by any collateral received or netting and exclude
accounts receivable for NJNG retail natural gas sales and services and Clean Energy Ventures residential solar installations.
(Thousands)
Investment grade
Noninvestment grade
Internally-rated investment grade
Internally-rated noninvestment grade
Total
Gross Credit
Exposure
$ 182,138
30,105
17,113
45,591
$ 274,947
Conversely, certain of NJNG’s and Energy Services’ derivative instruments are linked to agreements containing
provisions that would require cash collateral payments from the Company if certain events occur. These provisions vary based
upon the terms in individual counterparty agreements and can result in cash payments if NJNG’s credit rating were to fall below
its current level. Specifically, most, but not all, of these additional payments will be triggered if NJNG’s debt is downgraded by
the major credit agencies, regardless of investment grade status. In addition, some of these agreements include threshold
amounts that would result in additional collateral payments if the values of derivative liabilities were to exceed the maximum
values provided for in relevant counterparty agreements. Other provisions include payment features that are not specifically
linked to ratings, but are based on certain financial metrics.
Collateral amounts associated with any of these conditions are determined based on a sliding scale and are contingent
upon the degree to which the Company’s credit rating and/or financial metrics deteriorate, and the extent to which liability
amounts exceed applicable threshold limits. There was approximately $161,000 of derivative instruments with credit-risk-
related contingent features that were in a liability position for which collateral is required as of September 30, 2022. These
amounts differ from the respective net derivative liabilities reflected on the Consolidated Balance Sheets because the
agreements also include clauses, commonly known as “Rights of Offset,” that would permit the Company to offset its
derivative assets against its derivative liabilities for determining additional collateral to be posted, as previously discussed.
6. FAIR VALUE
Fair Value of Assets and Liabilities
The fair value of cash and cash equivalents, accounts receivable, current loan receivables, accounts payable, commercial
paper and borrowings under revolving credit facilities are estimated to equal their carrying amounts due to the short maturity of
those instruments. Non-current loans receivable are recorded based on what the Company expects to receive, which
approximates fair value, in other noncurrent assets on the Consolidated Balance Sheets. The Company regularly evaluates the
credit quality and collection profile of its customers to approximate fair value.
As of September 30, the estimated fair value of long-term debt, including current maturities, excluding finance leases,
debt issuance costs and solar asset financing obligations, is as follows (1):
(Thousands)
NJNG (2) (3)
Carrying value
Fair market value
NJR (4)
Carrying value
Fair market value
2022
2021
$ 1,292,845 $
979,388 $
$
1,092,845
1,188,261
$ 1,070,000 $
966,968 $
$
1,010,000
1,100,283
(1)
(2)
(3)
(4)
See Note 9. Debt for a reconciliation to long-term and short-term debt.
Excludes finance leases of $30.3 million and $20.1 million as of September 30, 2022 and September 30, 2021, respectively.
Excludes NJNG’'s debt issuance costs of $9.5 million and $9.1 million as of September 30, 2022 and September 30, 2021, respectively.
Excludes NJR’s debt issuance costs of $3.8 million and $3.3 million as of September 30, 2022 and September 30, 2021, respectively.
Page 101
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Clean Energy Ventures enters into transactions to sell certain commercial solar assets and lease the assets back for a term
specified in the lease. These transactions are considered financing obligations for accounting purposes and are recorded within
long-term debt on the Consolidated Balance Sheets. The estimated fair value of solar asset financing obligations as of
September 30, 2022 and 2021 was $124.1 million and $132.5 million, respectively.
The Company utilizes a discounted cash flow method to determine the fair value of its debt. Inputs include observable
municipal and corporate yields, as appropriate for the maturity of the specific issue and the Company’s credit rating. As of
September 30, 2022, the Company discloses its debt within Level 2 of the fair value hierarchy.
Fair Value Hierarchy
The Company applies fair value measurement guidance to its financial assets and liabilities, as appropriate, which include
financial derivatives and physical commodity contracts qualifying as derivatives, investments in equity securities and other
financial assets and liabilities. In addition, authoritative accounting literature prescribes the use of a fair value hierarchy that
prioritizes the inputs-to-valuation techniques used to measure fair value based on the source of the data used to develop the
price inputs.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and
the lowest priority to inputs that are based on unobservable market data and includes the following:
Level 1
Level 2
Unadjusted quoted prices for identical assets or liabilities in active markets. The Company’s Level 1 assets and
liabilities include exchange-traded natural gas futures and options contracts, listed equities and money market
funds. Exchange-traded futures and options contracts include all energy contracts traded on the NYMEX, CME and
ICE that the Company refers to internally as basis swaps, fixed swaps, futures and financial options that are cleared
through an FCM.
Other significant observable inputs, such as interest rates or price data, including both commodity and basis pricing
that is observed either directly or indirectly from publications or pricing services. The Company’s Level 2 assets
and liabilities include over-the-counter physical forward commodity contracts and swap contracts, SREC forward
sales or derivatives that are initially valued using observable quotes and are subsequently adjusted to include time
value, credit risk or estimated transport pricing components for which no basis price is available. Level 2 financial
derivatives consist of transactions with non-FCM counterparties (basis swaps, fixed swaps and/or options). Inputs
are verifiable and do not require significant management judgment. For some physical commodity contracts, the
Company utilizes transportation tariff rates that are publicly available and that it considers to be observable inputs
that are equivalent to market data received from an independent source. There are no significant judgments or
adjustments applied to the transportation tariff inputs and no market perspective is required. Even if the
transportation tariff input were considered to be a “model,” it would still be considered to be a Level 2 input as the
data is:
•
•
•
widely accepted and public;
non-proprietary and sourced from an independent third party; and
observable and published.
These additional adjustments are generally not considered to be significant to the ultimate recognized values.
Level 3
Inputs derived from a significant amount of unobservable market data. These include the Company’s best estimate
of fair value and are derived primarily through the use of internal valuation methodologies.
Financial derivative portfolios of NJNG and Energy Services consist mainly of futures, options and swaps. The Company
primarily uses the market approach, and its policy is to use actively quoted market prices when available. The principal market
for its derivative transactions is the natural gas wholesale market; therefore, the primary sources for its price inputs are CME,
NYMEX and ICE. Energy Services uses Platts and Natural Gas Exchange for Canadian delivery points. However, Energy
Services also engages in transactions that result in transporting natural gas to delivery points for which there is no actively
quoted market price. In most instances, the transportation cost to the final delivery location is not significant to the overall
valuation. If required, Energy Services’ policy is to use the best information available to determine fair value based on internal
pricing models, which would include estimates extrapolated from broker quotes or other pricing services.
Page 102
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
The Company also has other financial assets that include listed equities, mutual funds and money market funds for which
there are active exchange quotes available. When the Company determines fair values, measurements are adjusted, as needed,
for credit risk associated with its counterparties, as well as its own credit risk. The Company determines these adjustments by
using historical default probabilities that correspond to the applicable S&P issuer ratings, while also taking into consideration
collateral and netting arrangements that serve to mitigate risk.
Assets and liabilities measured at fair value on a recurring basis are summarized as follows:
Quoted Prices in
Active Markets for
Identical Assets
Significant Other
Observable
Inputs
Significant
Unobservable
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
(Thousands)
As of September 30, 2022:
Assets
Physical commodity contracts
Financial commodity contracts
Financial commodity contracts - foreign exchange
Money market funds
Other
Total assets at fair value
Liabilities
Physical commodity contracts
Financial commodity contracts
Financial commodity contracts - foreign exchange
Total liabilities at fair value
As of September 30, 2021:
Assets
Physical commodity contracts
Financial commodity contracts
Financial commodity contracts - foreign exchange
Money market funds
Other
Total assets at fair value
Liabilities
Physical commodity contracts
Financial commodity contracts
Financial commodity contracts - foreign exchange
$
—
20,517
—
59
1,884
$ 10,485
—
18
—
—
$ 22,460
$ 10,503
$
—
$ 30,623
33,231
—
168
17
$ 33,231
$ 30,808
$
—
35,340
—
41
$ 3,187
—
127
—
1,815
$ 37,196
—
$ 3,314
$
—
$ 37,845
62,188
—
606
3
$ —
—
—
—
—
$ —
$ —
—
—
$ —
$ —
—
—
—
—
$ —
$ —
—
—
$ —
$ 10,485
20,517
18
59
1,884
$ 32,963
$ 30,623
33,399
17
$ 64,039
$
3,187
35,340
127
41
1,815
$ 40,510
$ 37,845
62,794
3
$ 100,642
Total liabilities at fair value
$ 62,188
$ 38,454
7. INVESTMENTS IN EQUITY INVESTEES
As of September 30, the Company’s investments in equity method investees includes the following:
(Thousands)
Steckman Ridge (1)
PennEast
Total
2022
106,571 $
—
106,571 $
$
$
2021
109,050
5,479
114,529
(1)
Includes loans with a total outstanding principal balance of $70.4 million for both fiscal 2022 and 2021, which accrue interest at a variable rate that
resets quarterly and are due October 1, 2023.
Page 103
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Steckman Ridge
The Company holds a 50 percent equity method investment in Steckman Ridge, a jointly owned and controlled natural
gas storage facility located in Bedford County, Pennsylvania. NJNG and Energy Services have entered into storage and park
and loan agreements with Steckman Ridge. See Note 18. Related Party Transactions for more information on these
intercompany transactions.
PennEast
The Company, through its subsidiary NJR Midstream Company, is a 20 percent investor in PennEast, a partnership
whose purpose was to construct and operate a 120-mile natural gas pipeline that would have extended from northeast
Pennsylvania to western New Jersey.
During the third quarter of fiscal 2021, the Company recognized an other-than-temporary impairment charge of $92.0
million, or approximately $74.5 million, net of income taxes, which represents the best estimate of the salvage value of the
remaining assets of the project. Other-than-temporary impairments are recorded in equity in earnings (losses) of affiliates in the
Consolidated Statements of Operations.
In September 2021, the PennEast partnership determined that this project is no longer supported, and all further
development has ceased. On December 16, 2021, the FERC dismissed PennEast’s pending applications. The order vacates the
certificate authorization for the PennEast pipeline project in light of PennEast’s response to FERC staff’s November 23, 2021
request for a status update, in which PennEast informed the FERC it is no longer developing the project.
During fiscal 2022, the PennEast board of managers approved cash distributions to members of the partnership following
the sale of certain project-related assets and refunds of interconnection fees received from interstate pipelines. The return of
capital received by the Company, which totaled $11.0 million, reduced the remaining carrying value of its equity method
investment in PennEast to zero in the Consolidated Balance Sheet, with the excess recorded in equity in earnings (loss) of
affiliates in the Consolidated Statements of Operations.
The following is the summarized financial information for Steckman Ridge and PennEast for fiscal years ended
September 30:
(Thousands)
Steckman Ridge
Operating revenues
Gross profit
Income from continuing operations
Net income
Net income attributable to NJR
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
PennEast
Operating revenues
Gross profit
Income from continuing operations
Net (loss) income
Net (loss) income attributable to NJR
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
2022
2021
2020
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
19,812 $
11,349 $
8,686 $
8,686 $
4,343 $
28,609 $
198,052 $
23,618 $
140,810 $
— $
— $
(3,778) $
(3,778) $
(756) $
1,801 $
— $
82 $
500 $
21,847 $
13,350 $
11,483 $
11,483 $
5,741 $
14,786
202,670
9,738
140,810
— $
— $
(406,305) $
(406,305) $
(81,261) $
822
44,998
248
500
28,814
20,537
16,926
16,926
8,463
—
—
34,376
34,376
6,875
Page 104
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
8. EARNINGS PER SHARE
The following table presents the calculation of the Company’s basic and diluted earnings per share for the fiscal years
ended September 30:
(Thousands, except per share amounts)
Net income, as reported
Basic earnings per share
Weighted average shares of common stock outstanding-basic
Basic earnings per common share
Diluted earnings per share
Weighted average shares of common stock outstanding-basic
Incremental shares (1)
Weighted average shares of common stock outstanding-diluted
Diluted earnings per common share (2)
(1)
(2)
2022
2021
2020
$ 274,922 $ 117,890 $ 163,007
96,100
96,227
94,798
$2.86
$1.23
$1.72
96,100
96,227
94,798
388
333
305
96,488
96,560
95,103
$2.85
$1.22
$1.71
Incremental shares consist primarily of unvested stock awards and performance units.
There were anti-dilutive shares of 74,000 excluded from the calculation of diluted earnings per share related to the equity forward sale agreement for
fiscal 2020. There were no anti-dilutive shares excluded from the calculation of diluted earnings per share for fiscal 2022 and 2021.
9. DEBT
NJNG and NJR finance working capital requirements and capital expenditures through various short-term debt and long-
term financing arrangements, including a commercial paper program and committed unsecured credit facilities.
Page 105
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Long-term Debt
The following table presents the long-term debt of the Company as of September 30:
(Thousands)
NJNG
First mortgage bonds:
Series OO
3.00%
Series PP
3.15%
Series QQ
3.58%
Series RR
4.61%
Series SS
2.82%
Series TT
3.66%
Series UU
3.63%
Series VV
4.01%
Series WW
3.50%
Series XX
3.38%
Series YY
2.45%
Series ZZ
3.76%
Series AAA
3.86%
Series BBB
2.75%
Series CCC
3.00%
Series DDD
3.13%
Series EEE
3.13%
Series FFF
3.33%
Series GGG
2.87%
Series HHH
2.97%
Series III
2.97%
Series JJJ
3.07%
Series LLL
4.37%
Series MMM
4.71%
Finance lease obligation-meters
Less: Debt issuance costs
Less: Current maturities of long-term debt
Total NJNG long-term debt
NJR
3.25%
3.20%
3.48%
3.54%
3.96%
3.29%
3.60%
3.50%
3.25%
3.13%
4.38%
3.64%
Less: Debt issuance costs
Less: Current maturities of long-term debt
Unsecured senior notes
Unsecured senior notes
Unsecured senior notes
Unsecured senior notes
Unsecured senior notes
Unsecured senior notes
Unsecured senior notes
Unsecured senior notes
Unsecured senior notes
Unsecured senior notes
Unsecured senior notes
Unsecured senior notes
Total NJR long-term debt
Clean Energy Ventures
Maturity date:
August 1, 2041
April 15, 2028
March 13, 2024
March 13, 2044
April 15, 2025
April 15, 2045
June 21, 2046
May 11, 2048
April 1, 2042
April 1, 2038
April 1, 2059
July 17, 2049
July 17, 2059
August 1, 2039
August 1, 2043
June 30, 2050
July 23, 2050
July 23, 2060
September 1, 2050
September 1, 2060
October 28, 2051
October 28, 2061
May 27, 2037
May 27, 2052
Various dates
September 17, 2022
August 18, 2023
November 7, 2024
August 18, 2026
June 8, 2028
July 17, 2029
July 23, 2032
July 23, 2030
September 1, 2033
September 1, 2031
June 23, 2027
September 19, 2034
Solar asset financing obligation
Less: Current maturities of long-term debt
Total Clean Energy Ventures long-term debt
Various dates
Total long-term debt
Page 106
2022
2021
46,500
50,000
70,000
55,000
50,000
100,000
125,000
125,000
10,300
10,500
15,000
100,000
85,000
9,545
41,000
50,000
50,000
25,000
25,000
50,000
50,000
50,000
50,000
50,000
30,290
(9,528)
(6,538)
46,500
50,000
70,000
55,000
50,000
100,000
125,000
125,000
10,300
10,500
15,000
100,000
85,000
9,545
41,000
50,000
50,000
25,000
25,000
50,000
—
—
—
—
20,135
(9,093)
(5,393)
1,307,069 1,098,494
—
50,000
100,000
100,000
100,000
150,000
130,000
130,000
80,000
120,000
110,000
50,000
(3,753)
(50,000)
1,066,247
50,000
50,000
100,000
100,000
100,000
150,000
130,000
130,000
80,000
120,000
—
—
(3,269)
(50,000)
956,731
130,618
(18,532)
112,086
124,387
(17,448)
106,939
$ 2,485,402 $ 2,162,164
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Annual long-term debt redemption requirements, excluding finance leases, debt issuance costs and solar asset financing
obligations, as of September 30, are as follows:
(Thousands)
2023
2024
2025
2026
2027
Thereafter
NJR
NJR
NJNG
—
50,000 $
$
70,000
$
— $
50,000
$ 100,000 $
—
$ 100,000 $
—
$ 110,000 $
$ 760,000 $ 1,172,845
On June 23, 2022, NJR entered into a Note Purchase Agreement under which NJR issued $110 million, Series 2022A
senior notes at a fixed rate of 4.38 percent, maturing in 2027. On September 16, 2022, NJR entered into another Note Purchase
Agreement under which NJR issued $50 million, Series C senior notes at a fixed rate of 3.64 percent, maturing in 2034. The
senior notes are unsecured and guaranteed by certain unregulated subsidiaries of NJR.
NJNG
First Mortgage Bonds
NJNG and Trustee entered into the Mortgage Indenture, dated September 1, 2014, which secures all of the outstanding
FMBs issued by NJNG. The Mortgage Indenture provides a direct first mortgage lien upon substantially all of the operating
properties and franchises of NJNG (other than excepted property, such as cash on hand, choses-in-action, securities, rent,
natural gas meters and certain materials, supplies, appliances and vehicles), subject only to certain permitted encumbrances.
The Mortgage Indenture contains provisions subjecting after-acquired property (other than excepted property and subject to
pre-existing liens, if any, at the time of acquisition) to the lien thereof.
NJNG’s Mortgage Indenture does not restrict NJNG’s ability to pay dividends. New Jersey Administrative Code 14:4-4.7
states that a public utility cannot issue dividends, without regulatory approval, if its equity-to-total-capitalization ratio falls
below 30 percent. As of September 30, 2022, NJNG’s equity-to-total-capitalization ratio is 53.7 percent and NJNG has the
capacity to issue up to $1.3 billion of FMB under the terms of the Mortgage Indenture.
On October 28, 2021, NJNG entered into a Note Purchase Agreement for $100 million of its senior notes, of which $50
million were issued at an interest rate of 2.97 percent, maturing in 2051, and $50 million were issued at an interest rate of 3.07
percent, maturing in 2061.
On May 27, 2022, NJNG entered into a Note Purchase Agreement for $100 million of its senior notes, of which $50
million were issued at an interest rate of 4.37 percent, maturing in 2037, and $50 million were issued at an interest rate of 4.71
percent, maturing in 2052.
On October 24, 2022, NJNG entered into a Note Purchase Agreement for $125 million of its senior notes at an interest
rate of 5.47 percent, maturing in 2052.
The senior notes are secured by an equal principal amount of NJNG’s FMBs issued under NJNG’s Mortgage Indenture.
Sale Leasebacks
NJNG received $17.3 million during fiscal 2022 in connection with the sale leaseback of its natural gas meters, with terms
ranging from seven to 11 years. NJNG records a finance lease liability that is paid over the term of the lease and has the option
to purchase the meters back at fair value upon expiration of the lease. NJNG exercised early purchase options with respect to
certain outstanding meter leases by making final principal payments of $1.1 million and $1.2 million for fiscal 2022 and 2021,
respectively. There were no natural gas meter sale leasebacks recorded during fiscal 2021.
Page 107
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Contractual commitments for finance lease payments, as of the fiscal years ended September 30, are as follows:
(Thousands)
2023
2024
2025
2026
2027
Thereafter
Subtotal
Less: Interest component
Total
Clean Energy Ventures
Lease Payments
7,252
$
7,909
6,026
4,955
2,630
3,262
32,034
(1,744)
30,290
$
Clean Energy Ventures enters into transactions to sell the commercial solar assets concurrent with agreements to lease the
assets back over a period of five to 15 years. These transactions are treated as financing obligations for accounting purposes,
and are typically secured by the renewable energy facility asset and its future cash flows from SREC, TRECs and energy sales.
ITCs and other tax benefits associated with these solar projects are transferred to the buyer, if applicable; however, the lease
payments are structured so that Clean Energy Ventures is compensated for the transfer of the related tax incentives. Clean
Energy Ventures continues to operate the solar assets, including related expenses, and retain the revenue generated from
SRECs, TRECs and energy sales, and has the option to renew the lease or repurchase the assets sold at the end of the lease
term. Clean Energy Ventures received proceeds of $24.1 million and $17.7 million during fiscal 2022 and 2021, respectively, in
connection with the sale leaseback of commercial solar assets. The proceeds received were recognized as a financing obligation
on the Consolidated Balance Sheets.
Contractual commitments for the solar financing obligation payments, as of the fiscal years ended September 30, are as
follows:
(Thousands)
2023
2024
2025
2026
2027
Thereafter
Subtotal
Less: Interest component
Total
Lease Payments
15,755
$
43,000
39,629
2,841
5,352
16,442
123,019
(11,443)
111,576
$
Page 108
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Credit Facilities and Short-term Debt
On February 8, 2022, NJR entered into a 364-day $150 million term loan credit agreement with an interest rate based on
SOFR plus 0.85 percent, which expires on February 7, 2023. The Company borrowed $50 million on February 9, 2022 and
$100 million on February 14, 2022.
A summary of NJR’s credit facility and NJNG’s commercial paper program and credit facility as of September 30, are as
follows:
(Thousands)
NJR
Bank revolving credit facilities (1)
Notes outstanding at end of period
Weighted average interest rate at end of period
Amount available at end of period (2)
Bank term loan credit agreement
Loans outstanding at end of period
Weighted average interest rate at end of period
Amount available at end of period
NJNG
Bank revolving credit facilities (3)
Commercial paper outstanding at end of period
Weighted average interest rate at end of period
Amount available at end of period (4)
2022
2021
Expiration Dates
$
$
$
$
$
$
$
$
$
650,000
200,150
3.97 %
440,177
150,000
150,000
3.81 %
—
250,000
73,800
3.34 %
175,469
$
$
$
$
$
$
$
$
$
500,000
219,100
1.05 %
270,312
—
—
— %
—
250,000
158,200
.17 %
91,069
September 2027
February 2023
September 2027
(1)
(2)
(3)
(4)
Committed credit facilities, which require commitment fees of 0.10 percent on the unused amounts.
Letters of credit outstanding total $9.7 million and $10.6 million as of September 30, 2022 and September 30, 2021, respectively, which reduces amount
available by the same amount.
Committed credit facilities, which require commitment fees of 0.075 percent on the unused amounts.
Letters of credit outstanding total $731,000 as of both September 30, 2022 and 2021, which reduces 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 or
debt shelf facilities.
NJR
During fiscal 2021, NJR entered into a Second Amended and Restated Credit Agreement governing a $500 million NJR
Credit Facility, which was to expire on September 2, 2026. The NJR Credit Facility is subject to two mutual options for a one-
year extension beyond that date and 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 $50 million up to a maximum of $250 million. The NJR Credit Facility also permits the borrowing of
revolving loans and swingline loans, as well as a $75 million sublimit for the issuance of letters of credit. On August 30, 2022,
NJR amended the Second Amended and Restated Credit Agreement to $650 million and extended the maturity date of the
facility to September 2, 2027. The amendment also increased the swingline to $70 million from $60 million and moved to
SOFR as the benchmark rate, replacing the existing LIBOR. 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
Energy Services’ short-term liquidity needs and to finance, on an initial basis, unregulated investments.
As of September 30, 2022, NJR had seven letters of credit outstanding totaling $9.7 million on behalf of Energy Services
and Clean Energy Ventures. These letters of credit reduce the amount available under NJR’s committed 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.
Energy Services’ letters of credit are used for margin requirements for natural gas transactions, collateral and security
deposit for retail natural gas sales, and they expire on dates ranging from September 2023 to December 2023.
Neither NJNG nor the results of its operations are obligated or pledged to support the NJR credit or debt shelf facilities.
Page 109
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
NJNG
During fiscal 2021, NJNG entered into a Second Amended and Restated Credit Agreement governing a $250 million,
NJNG Credit Facility, which was to expire on September 2, 2026. The NJNG Credit Facility is subject to two mutual options
for a one-year extension beyond that date and permits the borrowing of revolving loans and swingline loans, as well as a
$30 million sublimit for the issuance of letters of credit. The NJNG Credit Facility also includes an accordion feature, which
would allow 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 minimum increments of $50 million up to a
maximum of $100 million.
On August 30, 2022, NJNG amended the Second Amended and Restated Credit Agreement to extend the maturity date of
the facility to September 2, 2027, and moved to SOFR as the benchmark rate, replacing the existing LIBOR.
As of September 30, 2022, NJNG has two letters of credit outstanding for 731,000, 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.
10. STOCK-BASED COMPENSATION
In January 2017, the NJR 2017 Stock Award and Incentive Plan replaced the NJR 2007 Stock Award and Incentive Plan.
Shares have been issued 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, 2022, 2,918,487 shares remain available for future
issuance.
The following table summarizes all stock-based compensation expense recognized during the following fiscal years:
(Thousands)
Stock-based compensation expense:
Performance share awards
Restricted and non-restricted stock
Deferred retention stock
Compensation expense included in operation and maintenance expense
Income tax benefit (1)
Total, net of tax
2022
2021
2020
$ 4,131 $ 3,856 $ 1,943
2,868
1,725
6,536
(1,900)
$ 11,203 $ 5,536 $ 4,636
3,189
7,507
14,827
(3,624)
3,193
100
7,149
(1,613)
(1)
Excludes additional tax (expense) benefit related to delivered shares of $(144,000), $(159,000) and $647,000 as of September 30, 2022, 2021 and
2020, respectively.
Performance Share Units
In fiscal 2022, the Company granted to certain officers 44,965 performance shares, which are market condition awards
that vest 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 vest on September 30, 2024 and 28,965 vest annually over a
three-year period beginning in September 2022, both of which are subject to the Company meeting certain performance
conditions.
In fiscal 2021, the Company granted to certain officers 46,813 performance shares, which are market condition awards
that vest on September 30, 2023, subject to the Company meeting certain conditions. In fiscal 2021, the Company also granted
to certain officers 70,138 performance shares, of which 44,156 vest on September 30, 2023 and 25,982 vest annually over a
three-year period beginning in September 2021, both of which are subject to the Company meeting certain performance
conditions.
In fiscal 2020, the Company granted to certain officers 33,123 performance shares, which are market condition awards
that vested on September 30, 2022, subject to the Company meeting certain conditions. In fiscal 2020, the Company also
granted to certain officers 48,941 performance shares, of which 30,473 vested in September 30, 2022 and 18,468 vest annually
over a three-year period beginning in September 2020, 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 $4.4 million of deferred compensation related to unvested performance shares that is expected to
be recognized over the weighted average period of 1.7 years.
Page 110
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
The following table summarizes the performance share activity under the stock award and incentive plans for the past
three fiscal years:
Non-vested and outstanding at September 30, 2019
Granted
Vested (2)
Cancelled/forfeited
Non-vested and outstanding at September 30, 2020
Granted
Vested (3)
Cancelled/forfeited
Non-vested and outstanding at September 30, 2021
Granted
Vested (4)
Cancelled/forfeited
Non-vested and outstanding at September 30, 2022
Weighted Average
Grant Date
Fair Value
$46.53
$40.61
$44.27
$44.38
$44.22
$33.34
$44.64
$45.32
$36.08
$38.84
$39.57
$37.33
$36.29
Shares (1)
130,509
82,064
(55,025)
(1,817)
155,731
116,951
(54,918)
(51,673)
166,091
118,526
(76,708)
(15,788)
192,121
Total Fair Value
of Vested Shares
(in Thousands)
—
—
$ 2,083
—
—
—
$ 1,673
—
—
—
$ 2,765
—
—
(1)
(2)
(3)
(4)
The number of common shares issued related to certain performance shares may range from zero to 150 percent of the number of shares shown in the
table above based on the Company’s achievement of performance goals.
As certified by the Company’s Leadership and Compensation Committee on November 9, 2020, there were no common shares earned related to TSR
performance, the number of common shares earned related to NFE performance was 114 percent or 28,513 shares, and the number of common shares
earned related to Performance Based Restricted Stock was 100 percent or 11,139 shares. Each award earned excludes accumulated dividends. The
number represented on this line is the target number of 100 percent.
As certified by the Company’s Leadership and Compensation Committee on November 10, 2021, there were no common shares earned related to TSR
performance, the number of common shares earned related to NFE performance was 93 percent or 31,116 shares, and the number of common shares
earned related to Performance Based Restricted Stock was 100 percent or 25,982 shares. Each award earned excludes accumulated dividends. The
number represented on this line is the target number of 100 percent.
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 percent or 30,472 shares, the number of common shares earned related to NFE performance was 105 percent or 26,282 shares
and the number of common shares earned related to Performance Based Restricted Stock was 100 percent or 28,965 shares. Each award earned
excludes accumulated dividends. The number represented on this line is the target number of 100 percent.
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 grant date, and are subsequently adjusted for actual achievement of the
performance goals.
Restricted Stock Units
The Company granted 54,826, 67,726 and 42,478 shares of restricted stock during fiscal 2022, 2021 and 2020,
respectively. The shares vest annually over a three-year period beginning in October of the fiscal year in which they were
granted. There is approximately $1.0 million of deferred compensation related to unvested restricted stock shares that is
expected to be recognized over the weighted average period of 1.8 years.
Page 111
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
The following table summarizes the restricted stock activity under the stock award and incentive plans for the past three
fiscal years:
Non-vested and outstanding at September 30, 2019
Granted
Vested
Cancelled/forfeited
Non-vested and outstanding at September 30, 2020
Granted
Vested
Cancelled/forfeited
Non-vested and outstanding at September 30, 2021
Granted
Vested
Cancelled/forfeited
Non-vested and outstanding at September 30, 2022
Deferred Retention Stock Units
Weighted Average
Grant Date
Fair Value
$46.18
$40.61
$44.71
$43.62
$43.52
$33.34
$44.30
$36.34
$36.87
$38.84
$39.01
$37.06
$36.90
Shares
58,156
42,478
(25,973)
(1,175)
73,486
67,726
(34,000)
(5,591)
101,621
54,826
(47,867)
(10,756)
97,824
Total Fair Value
of Vested Shares
(in Thousands)
—
—
$ 1,073
—
—
—
$ 996
—
—
—
$ 1,824
—
—
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:
Outstanding at September 30, 2019
Granted/Vested
Delivered
Outstanding at September 30, 2020
Granted/Vested
Delivered
Outstanding at September 30, 2021
Granted/Vested
Delivered
Forfeited
Outstanding at September 30, 2022
Non-Employee Director Stock
Weighted Average
Grant Date
Fair Value
$44.67
$40.72
$35.25
$46.32
$33.34
$45.00
$46.28
$38.95
$47.95
40.33
$39.16
Shares
243,561
42,358
(57,673)
228,246
2,999
(22,389)
208,856
192,728
(163,499)
(6,818)
231,267
Total Fair Value
of Vested Shares
(in Thousands)
—
—
$ 2,423
—
—
641
—
—
$ 6,167
—
—
$
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 subsequently amortized to expense over a 12-
month period.
The following summarizes non-employee director share awards for the past three fiscal years:
Shares granted
Weighted average grant date fair value
2022
30,908 (1)
$39.09
2021
2020
34,994
$35.72
27,696
$42.88
(1)
Approximately $300,000 of expense remains as of September 30, 2022, to be recognized through December 31, 2022.
Page 112
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
11. EMPLOYEE BENEFIT PLANS
Pension and Other Postemployment Benefit Plans
The Company has two trusteed, noncontributory defined benefit retirement plans covering eligible regular represented
and non-represented employees with more than one 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 2022 and 2021, the Company had no minimum
funding requirements and did not 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 $6.1 million and $7.2 million in fiscal 2022 and 2021,
respectively, and estimates that it will contribute between $5 million and $10 million over each of the next five years.
Additional contributions may be required based on market conditions and changes to assumptions.
The Affordable Care Act was enacted in March 2010 and created an excise tax applicable to high-cost health plans,
commonly known as the Cadillac Tax. Beginning in 2022, employers who sponsor health plans that have an annual cost that
exceeded an amount defined by the law pay a 40 percent tax on the excess plan costs. The 2020 federal spending package
permanently eliminated the Affordable Care Act-mandated Cadillac tax on high-cost employer-sponsored health coverage. Due
to the repeal, the Company’s OPEB liability was revalued for these changes. The Company applied a practical expedient to
remeasure the plan assets and obligations as of December 31, 2019, which was the nearest calendar month-end date. The impact
of the revaluation of the OPEB liability was recorded as of January 1, 2020 and is incorporated within actuarial assumptions at
September 30, 2020.
Page 113
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
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:
(Thousands)
Change in Benefit Obligation
Benefit obligation at beginning of year
Service cost
Interest cost
Plan participants’ contributions (2)
Actuarial (gain)
Benefits paid, net of retiree subsidies received
Benefit obligation at end of year
Change in plan assets
Fair value of plan assets at beginning of year
Actual (loss) return on plan assets
Employer contributions
Benefits paid, net of plan participants’ contributions (2)
Fair value of plan assets at end of year
Funded status
Amounts recognized on Consolidated Balance Sheets
Postemployment employee benefit asset
Noncurrent
Postemployment employee benefit liability
Current
Noncurrent
Total
Pension (1)
OPEB
2022
2021
2022
2021
$ 395,547 $ 397,164 $ 244,674 $ 245,862
4,844
6,071
451
(4,715)
(7,839)
$ 290,823 $ 395,547 $ 173,217 $ 244,674
8,291
9,632
59
(109,320)
(13,386)
4,305
6,355
423
(77,775)
(4,765)
8,730
9,112
27
(7,319)
(12,167)
(58,239)
628
(13,326)
96,406
$ 355,284 $ 307,968 $ 114,183 $
18,144
(15,996)
7,198
6,082
(4,533)
(7,565)
99,736 $ 114,183
(73,481) $ (130,491)
58,874
548
(12,106)
$ 284,347 $ 355,284 $
(40,263) $
$
(6,476) $
$
$
$
4,388 $
— $
— $
—
(578) $
(10,286)
(6,476) $
(587) $
(39,676)
(40,263) $
(900)
(900) $
(72,581)
(129,591)
(73,481) $ (130,491)
(1)
(2)
Includes the Company’s PEP.
Employees hired prior to July 1, 1998, that were eligible to elect an additional participant contribution to enhance their benefits, and contributions made
during the periods were immaterial.
The actuarial gains on the Company’s pension and OPEB are due primarily to an increase in the discount rate used to
measure the benefit obligation. 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 following table summarizes the amounts recognized in regulatory assets and accumulated OCI as of September 30:
Balance at September 30, 2020
Amounts arising during the period:
Net actuarial (gain)
Amounts amortized to net periodic costs:
Net actuarial (loss)
Prior service (cost) credit
Balance at September 30, 2021
Amounts arising during the period:
Net actuarial (gain)
Amounts amortized to net periodic costs:
Net actuarial (loss)
Prior service (cost) credit
Balance at September 30, 2022
Regulatory Assets
OPEB
Pension
Accumulated Other
Comprehensive
Income (Loss)
Pension
OPEB
$ 103,564 $ 83,301
$ 33,004 $ 13,823
(39,006)
(16,286)
(7,036)
(76)
(8,269)
(102)
(6,846)
166
$ 56,187 $ 60,335
(1,064)
(3,178)
—
13
$ 22,790 $ 12,696
(14,922)
(35,781)
(14,885)
(18,422)
(5,843)
(101)
(4,577)
133
$ 35,321 $ 20,110
(2,902)
—
5,003 $
(1,107)
11
(6,822)
$
Page 114
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
The amounts in regulatory assets and accumulated OCI not yet recognized as components of net periodic benefit cost as
of September 30 are:
(Thousands)
Net actuarial loss (gain)
Prior service cost (credit)
Total
Regulatory Assets
Accumulated Other Comprehensive
Income (Loss)
Pension
OPEB
Pension
OPEB
2022
2021
2022
2021
2022
2021
2022
2021
$ 35,157 $ 55,922 $ 20,110 $ 60,468 $
(133)
$ 35,321 $ 56,187 $ 20,110 $ 60,335 $
164
265
—
5,003 $ 22,790 $
—
5,003 $ 22,790 $
—
(6,822) $ 12,707
(11)
(6,822) $ 12,696
—
To the extent the unrecognized amounts in accumulated OCI or regulatory assets exceed 10 percent 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. Amounts included in regulatory assets and accumulated OCI expected to be recognized
as components of net periodic benefit cost in fiscal 2023 are as follows:
(Thousands)
Net actuarial (gain) loss
Total
Regulatory Assets
OPEB
Pension
Accumulated Other
Comprehensive
Income (Loss)
Pension
OPEB
$
$
(36) $
(36) $
—
—
$
$
217 $
217 $
—
—
The projected benefit and accumulated benefit obligations and the fair value of plan assets as of September 30, are as
follows:
(Thousands)
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Pension
2022
2021
$ 290,823 $ 395,547
$ 265,933 $ 353,852
$ 284,347 $ 355,284
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:
(Thousands)
Service cost
Interest cost
Expected return on plan assets
Recognized actuarial loss
Prior service cost (credit) amortization
2022
Pension
2021
2020
2022
OPEB
2021
$
8,291 $
8,730 $
8,223 $
4,305 $
4,844 $
9,632
9,112
10,587
6,355
6,071
2020
4,854
7,026
(21,275)
(20,150)
(20,579)
(7,575)
(6,497)
(6,510)
8,745
11,446
10,424
101
102
102
5,684
(144)
7,909
(179)
7,442
(197)
Net periodic benefit cost recognized as expense $
5,494 $
9,240 $
8,757 $
8,625 $
12,148 $
12,615
Page 115
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
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:
2022
Pension
2021
2020
2022
OPEB
2021
2020
Benefit costs:
Discount rate
Expected asset return
Compensation increase
Obligations:
3.10/3.07% (1)
6.75 %
2.95/2.92% (1)
6.75 %
3.00/3.50% (1) 3.00/3.50% (1)
3.37/3.35% (1)
7.25 %
3.00/3.50% (1)
3.24/3.17% (1)
6.75 %
3.08/3.03% (1)
6.75 %
3.00/3.50% (1) 3.00/3.50% (1) 3.00/3.50% (1)
3.48/3.44% (1)
7.25 %
Discount rate
Compensation increase
5.50/5.50% (1) 3.10/3.07% (1) 2.95/2.92% (1)
3.00/3.50% (1) 3.00/3.50% (1) 3.00/3.50% (1)
5.51/5.51% (1) 3.24/3.17% (1) 3.08/3.03% (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, and the
effect of a 1 percent change in the rate, are as follows:
($ in thousands)
HCCTR
Ultimate HCCTR
Year ultimate HCCTR reached
Effect of a 1 percentage point increase in the HCCTR on:
Year-end benefit obligation
Total service and interest cost
Effect of a 1 percentage point decrease in the HCCTR on:
Year-end benefit obligation
Total service and interest costs
2022
6.6%
4.5%
2027
2021
6.9%
4.5%
2027
2020
7.6%
4.5%
2026
$ 26,710
$ 2,544
$ 43,217
$ 2,959
$ 49,106
$ 2,799
$ (21,853)
$ (1,966)
$ (34,669)
$ (2,253)
$ (38,844)
$ (2,151)
The Company’s investment objective is a long-term real rate of return on assets before permissible expenses that is
approximately 5 percent 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:
Asset Allocation
U.S. equity securities
International equity securities
Fixed income
Collective investment trusts at NAV
Total
2023
Target
Allocation
34 %
17
33
16
100 %
Assets at
September 30,
2021
2022
32 %
16
32
20
100 %
36 %
17
40
7
100 %
The Company adopted the revised mortality assumptions published by the Society of Actuaries for its pension and other
postemployment benefit obligations, which reflected increased life expectancies in the U.S. The adoption of the new mortality
projection scale, MP-2021 and the Pri-2012 mortality study, did not materially impact the projected benefit obligation for the
plans.
Page 116
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid during the
following fiscal years:
(Thousands)
2023
2024
2025
2026
2027
2028 - 2032
Pension
OPEB
6,878
$ 14,112 $
7,508
$ 15,143 $
8,220
$ 16,150 $
8,938
$ 17,137 $
$ 18,104 $
9,656
$ 104,614 $ 57,488
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.
The following estimated subsidy payments are expected to be paid during the following fiscal years:
(Thousands)
2023
2024
2025
2026
2027
2028 - 2032
Estimated Subsidy
Payments
$
$
$
$
$
$
356
393
433
475
520
3,426
Pension and OPEB assets held in the master trust, measured at fair value, as of September 30, are summarized as follows:
(Thousands)
As of September 30, 2022
Assets
Money market funds
Registered Investment Companies:
Equity Funds:
Large Cap Index
Extended Market Index
International Stock
Fixed Income Funds:
Emerging Markets
Core Fixed Income
Opportunistic Income
Ultra Short Duration
High Yield Bond Fund
Long Duration Fund
Total assets in the fair value hierarchy
$
Investments measured at net asset value
Collective investment trusts
Total assets at fair value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Pension
Total
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
OPEB
Total
$
—
$
—
$
28
$
28
75,394
15,783
44,846
11,074
—
—
—
19,816
59,084
225,997
75,394
15,783
44,846
11,074
—
—
—
19,816
59,084
225,997
$
26,939
5,578
16,106
4,026
16,594
3,283
3,296
7,320
—
83,170
58,350
284,347
$
$
26,939
5,578
16,106
4,026
16,594
3,283
3,296
7,320
—
83,170
16,566
99,736
Page 117
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
(Thousands)
As of September 30, 2021:
Assets
Money market funds
Registered Investment Companies:
Equity Funds:
Large Cap Index
Extended Market Index
International Stock
Fixed Income Funds:
Emerging Markets
Core Fixed Income
Opportunistic Income
Ultra Short Duration
High Yield Bond Fund
Long Duration Fund
Total assets in the fair value hierarchy
$
Investments measured at net asset value
Collective investment trusts
Total assets at fair value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Pension
Total
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
OPEB
Total
$
—
$
—
$
32
$
32
103,961
21,948
61,286
18,291
—
—
—
30,300
93,849
329,635
103,961
21,948
61,286
18,291
—
—
—
30,300
93,849
329,635
$
33,644
7,096
20,063
6,001
13,345
8,568
8,536
9,912
—
107,197
33,644
7,096
20,063
6,001
13,345
8,568
8,536
9,912
—
107,197
25,649
355,284
$
6,986
114,183
$
The Plan had no Level 2 or Level 3 fair value measurements during fiscal 2022 and 2021, and there have been no changes
in valuation methodologies as of September 30, 2022. 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:
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 matches 85 percent of participants’
contributions up to 6 percent 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 3.5 percent and 4.5 percent 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 $5.5 million in fiscal
2022, $5.1 million in fiscal 2021 and $4.5 million in fiscal 2020. The amount contributed for the employer special contribution
of the Savings Plan was $2.4 million in fiscal 2022, $2.1 million in fiscal 2021 and $1.6 million in fiscal 2020.
Page 118
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
12. ASSET RETIREMENT OBLIGATIONS
The Company recognizes ARO when the legal obligation to retire an asset has been incurred and a reasonable estimate of
fair value can be made. Accordingly, the Company recognizes ARO related to the costs associated with cutting and capping its
main and service natural gas distribution pipelines of NJNG, which is required by New Jersey law when taking such natural gas
distribution pipeline out of service. The Company also recognizes ARO related to Clean Energy Ventures’ solar assets when
there are decommissioning provisions in Clean Energy Ventures’ lease agreements that require removal of the asset.
Accretion amounts associated with NJNG’s ARO are recognized as part of its depreciation expense, and the
corresponding regulatory asset and liability will be shown gross on the Consolidated Balance Sheets. Accretion amounts
associated with Clean Energy Ventures’ ARO are recognized as a component of operations and maintenance expense on the
Consolidated Statements of Operations.
The following is an analysis of the change in the Company’s ARO for the fiscal years ended September 30:
(Thousands)
Balance at October 1
Accretion
Additions
Change in assumptions
Retirements
Balance at period end
2022
2021
NJNG
NJRCEV
NJNG
NJRCEV
$
$
41,611 $
2,052
161
7,339
(1,289)
49,874 $
4,694
186
281
—
—
5,161
$
$
29,280 $
1,612
5,697
6,151
(1,129)
41,611 $
4,444
182
68
—
—
4,694
Accretion for the next five years, for the fiscal years ended September 30, is estimated to be as follows:
(Thousands)
2023
2024
2025
2026
2027
Total
13. INCOME TAXES
Estimated
Accretion
2,767
$
2,900
3,038
3,180
3,328
15,213
$
The income tax provision from operations for the fiscal years ended September 30, consists of the following:
(Thousands)
Current:
Federal
State
Deferred:
Federal
State
Investment/production tax credits
Income tax provision
2022
2021
2020
$
$
4,238 $
2,104
651 $
1,703
(2,164)
6,763
55,968
14,185
(300)
76,195 $
25,030
6,224
(322)
33,286 $
28,817
3,400
(322)
36,494
Page 119
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
As of September 30, the temporary differences, which give rise to deferred tax assets (liabilities), consist of the
following:
(Thousands)
Deferred tax assets
Investment tax credits (1)
State net operating losses
Fair value of derivatives
Impairment of equity method investment
Postemployment benefits
Incentive compensation
Amortization of intangibles
Overrecovered natural gas costs
Allowance for doubtful accounts
Other
Total deferred tax assets
Less: Valuation allowance
Total deferred tax assets net of valuation allowance
Deferred tax liabilities
Property-related items
Remediation costs
Investments in equity investees
Conservation incentive plan
Other
Total deferred tax liabilities
Total net deferred tax liabilities
2022
2021
$
$
$
$
$
212,506
36,950
6,506
14,124
2,751
7,297
6,474
4,977
5,761
5,748
303,094
(22,241)
280,853
(468,115)
(18,490)
(19,176)
(6,457)
(4,615)
(516,853)
(236,000)
$
$
$
$
$
225,036
38,108
16,333
15,395
9,665
6,894
6,540
1,540
6,561
6,140
332,212
(23,613)
308,599
(419,753)
(16,347)
(21,739)
(3,309)
(6,203)
(467,351)
(158,752)
(1)
(2)
Includes approximately $732,000 and $814,000 for NJNG for fiscal 2022 and 2021, respectively, which is being amortized over the life of the related
assets.
See discussion of federal net operating loss utilization in the Other Tax Items section of this note.
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)
Statutory income tax expense
Change resulting from:
Investment/production tax credits
Cost of removal of assets placed in service prior to 1981
AFUDC equity
State income taxes, net of federal benefit
NJ Unitary method change
Valuation allowance
Tax Act - utility excess deferred income taxes amortized
Other
Income tax provision
Effective income tax rate
2022
$ 73,735
2021
$ 31,747
2020
$ 41,896
(300)
(3,533)
(2,361)
13,072
—
(1,372)
(3,573)
527
$ 76,195
(322)
(5,366)
(786)
6,124
—
5,974
(3,573)
(512)
$ 33,286
(322)
(5,362)
(4,933)
11,965
(15,345)
13,604
(3,573)
(1,436)
$ 36,494
21.7 %
22.0 %
18.3 %
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, Louisiana, Maryland, Mississippi, New Jersey, New
York, North Carolina, Pennsylvania, Rhode Island, Texas and Virginia. The Company neither files in, nor believes it has a
filing requirement in, any foreign jurisdictions other than Canada. Due to certain available tax treaty benefits, the Company
incurs no tax liability in Canada.
Page 120
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
The Company’s U.S. federal income tax returns through fiscal 2018 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 2018 are open to examination by the IRS. For all periods subsequent to those ended September 30, 2018, the Company’s
state income tax returns are statutorily open to examination in all applicable states with the exception of Colorado, New Jersey
and Texas. In Colorado, New Jersey and Texas, all periods subsequent to September 30, 2017, are statutorily open to
examination.
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 position will be upheld upon examination by the applicable taxing authority. 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.
The Company evaluates certain tax benefits that have been recorded in the financial statements for uncertainties. During
fiscal 2019, the Company concluded that a portion of tax benefits were uncertain and recorded a reserve against deferred taxes
on the Consolidated Balance Sheets. During fiscal 2021, a federal tax audit was completed and, as a result, the positions that the
prior tax reserves related to are considered effectively settled and the related tax reserve was released. As a result of the change
in the Company’s method of accounting for ITCs from the flow-through method to the deferral method, which was effective
October 1, 2020, the settlement of the reserve was recorded as an adjustment to nonutility plant and equipment, at cost on the
Consolidated Balance Sheets. The tax benefits related to fiscal tax years open to examination by the IRS may be subject to
subsequent adjustments.
The reserve for uncertain tax benefits for the fiscal year ended September 30, is as follows:
(Thousands)
Balance at October 1,
Reversal of settled tax positions during the current fiscal period
Balance at period end
CARES Act
2022
2021
$
$
— $
—
— $
4,930
(4,930)
—
On March 27, 2020, the President of the U.S. signed the CARES Act, which is aimed at providing emergency assistance
and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S.
economy. The CARES Act, among other things, includes several business tax provisions which include, but are not limited to
modifications of federal net operating loss carrybacks and deductibility; changes to prior year refundable alternative minimum
tax liabilities; increase of limitations on business interest deductions from 30 percent to 50 percent of earnings before interest,
taxes, depreciation and amortization; technical corrections of the classification of qualified improvement property making them
eligible for bonus depreciation; increase of the limits on charitable contribution deductions from 10 percent to 25 percent of
adjusted taxable income; modifications of the treatment of federal loans, loan guarantees and other investments; suspension of
industry specific excise taxes; deferral of the company portion of OASDI; and implementation of a refundable employee
retention tax credit.
The CARES Act provides for the delay in the required deposit of the employer portion of the OASDI payroll tax from the
date of enactment through the end of 2020. Of the taxes that the Company can defer, 50 percent of the deferred taxes were
required to be deposited by the end of 2021 and the remaining 50 percent were required to be deposited by the end of 2022.
Additionally, the CARES Act provides a refundable tax credit, the employee retention tax credit, to certain employers who are
ordered by a competent governmental authority to suspend or reduce business operations due to concern about the spread of
COVID-19 or suffered a significant decline in the business during a calendar quarter during 2020 compared to the same
calendar quarter during the previous year.
As of September 30, 2021, the Company deferred approximately $5.1 million related to the employer portion of the
OASDI tax. During fiscal 2022, the Company made the first of two installment payments, which reduced the balance to $2.7
million as of September 30, 2022. The second installment payment will be made during the first quarter of fiscal 2023.
Page 121
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
American Rescue Plan Act
On March 11, 2021, the President of the U.S. signed the American Rescue Plan Act of 2021, which is primarily an
economic stimulus package. It also expanded the scope of Section 162(m) of the Internal Revenue Code, which imposes a
$1.0 million deduction limit on compensation paid to covered employees from the top five officers, to also include the next five
highest paid employees for tax years beginning after December 31, 2026.
Inflation Reduction Act
On August 16, 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 percent minimum tax
rate on corporations with higher than $1 billion of annual income, along with a 1 percent excise tax on corporate stock
repurchases. The Inflation Reduction Act raised the ITC from 26 percent to 30 percent through the end of 2032, dropping to 26
percent for property under construction before the end of 2033 and to 22 percent 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 percent 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 PTCs that are a production-based credit extending for 10 years following the placed-in-service date of
the facility and introduced the concept of transferability of tax credits, providing an additional option to monetize such credits.
The Company is currently evaluating the impacts of the Inflation Reduction Act on its financial position, results of
operations and cash flows.
Other Tax Items
As of September 30, 2022 and 2021, the Company has tax credit carryforwards of approximately $211.8 million and
$224.2 million, 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 2035.
As of September 30, 2022 and 2021, the Company has state income tax net operating losses of approximately $544.4
million and $554.6 million, 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 2035. The Company expects to utilize this entire carryforward, other than as described below.
The impairment of the equity method investment in PennEast created potential net capital loss attributes totaling
approximately $56.6 million and $61.8 million as of September 30, 2022 and 2021, respectively, which can only be utilized to
offset capital gains income and can be carried back three years and forward five years prior to expiration.
As of September 30, 2022, the Company has a valuation allowance totaling $22.2 million comprised of approximately
$17.2 million, related to the recognition of state net operating loss carryforwards, which primarily relate to New Jersey and
approximately $5.1 million related to potential capital loss carryforwards resulting from the impairment of the equity method
investment in PennEast, which the Company believes may not be fully utilized prior to expiration. As of September 30, 2021,
the Company had a valuation allowance totaling $23.6 million comprised of approximately $17.3 million, related to the
recognition of state net operating loss carryforwards, which primarily relate to New Jersey and approximately $6.4 million
related to potential capital loss carryforwards resulting from the impairment of the equity method investment in PennEast.
The Consolidated Appropriations Act extended the 30 percent 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 percent federal ITC if
five percent 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 towards completion of the project, based on the IRS guidance around ITC safe harbor
determination. The credit declined to 26 percent for property under construction before the end of 2020. The Consolidated
Appropriations Act of 2021 extended the 26 percent tax credit for property under construction during 2021 and 2022. The
Inflation Reduction Act raised the ITC from 26 percent to 30 percent through the end of 2032, as previously stated.
Page 122
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
14. 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 is 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 its 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 from two to 17 years, and
may or may not include extension or early purchase options. The Company’s meter lease terms are between seven and ten years
with purchase options available prior to the end of the term. Equipment leases include general office equipment that also vary in
duration, with an average term of seven 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)
Operating lease cost (1)
Finance lease cost
Income Statement Location
Operation and maintenance
Amortization of right-of-use assets
Interest on lease liabilities
Depreciation and amortization
Interest expense, net of capitalized interest
Total finance lease cost
Short-term lease cost
Variable lease cost
Total lease cost
(1) Net of capitalized costs.
Operation and maintenance
Operation and maintenance
Page 123
2022
2021
9,702 $
8,182
1,769
612
2,381 $
34
781
12,898 $
3,442
710
4,152
543
1,381
14,258
$
$
$
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
The following table presents supplemental cash flow information related to leases for the fiscal year ended September 30:
(Thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases
Operating cash flows for finance leases
Financing cash flows for finance leases
2022
2021
$
$
$
7,417 $
831 $
7,145 $
6,675
1,167
8,180
Assets obtained or modified for operating lease liabilities totaled approximately $911,000 and $46.1 million during fiscal
2022 and 2021, respectively.
Assets obtained or modified through finance lease liabilities totaled $17.3 million during fiscal 2022. There were no assets
obtained or modified through finance lease liabilities during fiscal 2021.
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)
Assets
Noncurrent
Balance Sheet Location
2022
2021
Operating lease assets
Finance lease assets
Operating lease assets
Utility plant
Total lease assets
Liabilities
Current
Operating lease liabilities
Finance lease liabilities
Operating lease liabilities
Current maturities of long-term debt
Noncurrent
Operating lease liabilities
Finance lease liabilities
Total lease liabilities
Operating lease liabilities
Long-term debt
$
$
$
$
168,520 $
21,913
190,433 $
173,928
13,489
187,417
4,562 $
6,538
4,300
5,393
138,382
23,752
173,234 $
141,363
14,742
165,798
For operating lease assets and liabilities, the weighted average remaining lease term was 29.2 years and 29.6 years and
the weighted average discount rate used in the valuation over the remaining lease term was 3.2 percent for both September 30,
2022 and 2021.
For finance lease assets and liabilities as of September 30, 2022 and 2021, the weighted average remaining lease term
was 4.0 years and 3.4 years, respectively, and the weighted average discount rate used in the valuation over the remaining lease
term is 2.7 percent and 3.5 percent as of September 30, 2022 and 2021, respectively.
The following table presents the Company’s maturities of lease liabilities as of September 30, 2022:
(Thousands)
2023
2024
2025
2026
2027
Thereafter
Total future lease payments
Less: interest
Total lease liability
Operating Leases Finance Leases
$
8,024 $
7,652
7,087
6,998
6,972
190,972
227,705
(84,761)
142,944 $
7,252
7,909
6,026
4,955
2,630
3,262
32,034
(1,744)
30,290
$
Page 124
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
15. COMMITMENTS AND CONTINGENT LIABILITIES
Cash Commitments
NJNG has entered into long-term contracts, expiring at various dates through September 2039, for the supply,
transportation and storage of natural gas. These contracts include annual fixed charges of approximately $196.6 million at
current contract rates and volumes, which are recoverable through BGSS.
For the purpose of securing storage and pipeline capacity, Energy Services enters into storage and pipeline capacity
contracts, which require the payment of certain demand charges by Energy Services to maintain the ability to access such
natural gas storage or pipeline capacity, during a fixed time period, which generally ranges from one 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, 2022, for natural gas purchases and future demand fees for the next five fiscal year
periods, are as follows:
(Thousands)
Energy Services:
Natural gas purchases
Storage demand fees
Pipeline demand fees
Sub-total Energy Services
NJNG:
Natural gas purchases
Storage demand fees
Pipeline demand fees
Sub-total NJNG
Total
2022
2023
2024
2025
2026
Thereafter
$ 199,629 $
21,160
56,757
— $
2,208
23,061
$ 277,546 $ 59,428 $ 38,735 $ 35,673 $ 25,269 $
2,355 $
12,607
44,466
— $
3,797
31,876
— $
6,450
32,285
—
819
20,724
21,543
— $
35,345
— $
17,370
$ 30,730 $
47,513
—
4,775
149,071 120,805 138,949 127,722 124,163 1,057,942
$ 227,314 $ 156,150 $ 156,319 $ 137,990 $ 133,709 $ 1,062,717
$ 504,860 $ 215,578 $ 195,054 $ 173,663 $ 158,978 $ 1,084,260
— $
10,268
— $
9,546
Certain pipeline demand fees totaling approximately $4.0 million per year, for which Energy Services 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, 2022, the Company’s future minimum lease payments under various operating leases will not be
more than $8.0 million annually for the next five years and $191.0 million in the aggregate for all years thereafter.
Guarantees
As of September 30, 2022, there were NJR guarantees covering approximately $261.7 million of Energy Services’ natural
gas purchases and demand fee commitments not yet reflected in accounts payable on the Consolidated Balance Sheets.
Legal Proceedings
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.
Page 125
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
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 $110.8 million to $167.1 million. 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, 2022, NJNG recorded a MGP remediation liability and a corresponding regulatory asset of
approximately $127.1 million 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.
In June 2019, NJNG initiated a preliminary assessment of a site in Aberdeen, New Jersey to determine prior ownership
and if former MGP operations were active at the location. The preliminary assessment and site investigation activities are
ongoing at the Aberdeen site. The estimated costs to complete the preliminary assessment and site investigation phase are
included in the MGP remediation liability and corresponding regulatory asset on the Consolidated Balance Sheets at
September 30, 2022 and 2021. NJNG will continue to gather information to determine whether the obligation exists to
undertake remedial action, if any, and refine its estimate of potential costs for this site as more information becomes available.
NJNG recovers its remediation expenditures, including carrying costs, over rolling seven-year periods pursuant to a RAC
approved by the BPU. On March 23, 2022, the BPU approved an increase in the RAC, which increased the pre-tax annual
recovery from $11.1 million to $11.7 million, effective April 1, 2022. On September 13, 2022, NJNG submitted its annual
filing to the BPU requesting approval of RAC expenditures through June 30, 2022, as well as an increase to the RAC annual
recoveries of $3.8 million, which will increase the pre-tax annual recovery to $15.5 million, effective April 1, 2023.
As of September 30, 2022, $66.1 million 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
higher 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.
Page 126
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
16. COMMON STOCK EQUITY
In December 2019, the Company completed an equity offering of 6,545,454 common shares, consisting of 5,333,334
common shares issued directly by the Company and 1,212,120 common shares issuable pursuant to forward sales agreements
with investment banks. The issuance of 5,333,334 common shares resulted in proceeds of approximately $212.9 million, net of
issuance costs, and was reflected in shareholders' equity and as a financing activity on the statement of cash flows.
Under the forward sale agreements, a total of 1,212,120 common shares were borrowed from third parties and sold to the
underwriters. Each forward sale agreement allowed the Company, at its election and prior to September 30, 2020, to physically
settle the forward sale agreement by issuing common shares in exchange for net proceeds at the then-applicable forward sale
price specified by the agreement, which was initially $40.0125 per share, or, alternatively, to settle the forward sale agreement
in whole or in part through the delivery or receipt of shares or cash. The forward sale price was subjected to adjustment daily
based on a floating interest rate factor and would decrease in respect of certain fixed amounts specified in the agreement, such
as anticipated dividends.
Issuances of shares under the forward sale agreements are classified as equity transactions. Accordingly, no amounts
relating to the forward sale agreements have or will be recorded in the financial statements until settlements take place. Prior to
any settlements, the only impact to the financial statements is the inclusion of incremental shares within the calculation of
diluted Earnings Per Share using the treasury stock method until settlement of the forward sale agreements. Under this method,
the number of the Company common shares used in calculating diluted Earnings Per Share is deemed to be increased by the
excess, if any, of the number of shares that would be issued upon physical settlement of the forward sale agreements less the
number of shares that would be purchased by the Company in the market (based on the average market price during the same
reporting period) using the proceeds receivable upon settlement (based on the adjusted forward sale price at the end of that
reporting period). Share dilution occurs when the average market price of the Company’s common shares is higher than the
adjusted forward sale price.
On September 18, 2020, the Company amended its forward sale agreements to extend the maturity date of such forward
sales agreements from September 30, 2020 to September 10, 2021. On March 3, 2021, the Company cash settled a portion of
the forward sale agreement for a payout of approximately $388,000 in lieu of the issuance of 727,272 common shares. On
May 26, 2021, the Company cash settled the rest of the forward sale agreements for a payout of approximately $2.4 million in
lieu of the issuance of 484,848 common shares.
17. 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: Natural Gas Distribution consists of regulated energy and off-system, capacity and storage management operations;
Clean Energy Ventures consists of capital investments in clean energy projects; Energy Services consists of unregulated
wholesale and retail energy operations; Storage and Transportation consists of the Company’s investments in natural gas
transportation and storage facilities; the Home Services and Other operations consist of heating, cooling and water appliance
sales, installations and services, other investments and general corporate activities.
Page 127
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
Information related to the Company’s various reporting segments and other business operations is detailed below:
(Thousands)
Fiscal Years Ended September 30,
Operating revenues
Natural Gas Distribution
External customers
Intercompany
Clean Energy Ventures
External customers
Energy Services
External customers (1)
Intercompany
Storage and Transportation
External customers
Intercompany
Subtotal
Home Services and Other
External customers
Intercompany
Eliminations
Total
Depreciation and amortization
Natural Gas Distribution
Clean Energy Ventures
Energy Services (2)
Storage and Transportation
Subtotal
Home Services and Other
Eliminations
Total
Interest income (3)
Natural Gas Distribution
Clean Energy Ventures
Energy Services
Storage and Transportation
Subtotal
Home Services and Other
Eliminations
Total
2022
2021
2020
$ 1,127,417 $ 731,796 $ 729,923
—
1,350
—
128,280
95,275
102,617
1,529,178 1,228,846 1,029,303
1,116
(426)
94
65,286
2,449
42,015
2,713
2,854,054 2,106,511 1,907,687
49,252
1,768
55,818
364
(4,257)
49,810
1,207
(5,036)
$ 2,905,979 $ 2,156,613 $ 1,953,668
51,444
785
(2,127)
$
94,579 $
21,396
148
12,302
128,425
824
—
71,883
25,329
123
9,293
106,628
1,032
(292)
$ 129,249 $ 111,387 $ 107,368
80,045 $
20,567
111
9,960
110,683
980
(276)
$
$
895 $
—
16
2,110
3,021
944
(1,249)
2,716 $
85 $
241
11
2,243
2,580
522
(935)
2,167 $
538
240
99
3,510
4,387
8,633
(10,061)
2,959
(1)
Includes sales to Canada for Energy Services, which are $2.4 million, $75,000 and $584,000 in the fiscal years ended September 30, 2022, 2021 and
2020, respectively.
(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.
Included in other income, net on the Consolidated Statements of Operations.
(3)
Page 128
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
(Thousands)
Fiscal Years Ended September 30,
Interest expense, net of capitalized interest
Natural Gas Distribution
Clean Energy Ventures
Energy Services
Storage and Transportation
Subtotal
Home Services and Other
Eliminations
Total
Income tax provision (benefit)
Natural Gas Distribution
Clean Energy Ventures
Energy Services
Storage and Transportation
Subtotal
Home Services and Other
Eliminations
Total
Equity in earnings (loss) of affiliates
Storage and Transportation
Eliminations
Total
Net financial earnings (loss)
Natural Gas Distribution
Clean Energy Ventures
Energy Services
Storage and Transportation
Subtotal
Home Services and Other
Eliminations
Total
Capital expenditures
Natural Gas Distribution
Clean Energy Ventures
Storage and Transportation
Subtotal
Home Services and Other
Total
(Return of capital from) investments in equity investees
Storage and Transportation
Total
Page 129
2022
2021
2020
$
46,394 $
36,405 $
30,975
21,968
22,548
20,253
4,725
2,204
12,097
13,348
85,184
74,505
3,276
13,124
67,628
10,327
646
—
4,054
—
(10,358)
$
85,830 $
78,559 $
67,597
$
40,141 $
19,054 $
27,021
11,361
5,048
11,034
21,776
18,371
(3,615)
1,879
(10,043)
4,247
75,157
32,430
38,687
1,059
(196)
(2,478)
(21)
1,052
285
$
76,195 $
33,286 $
36,494
$
$
9,865 $
(81,072) $
15,903
(1,688)
(2,140)
(1,592)
8,177 $
(83,212) $
14,311
$ 140,124 $ 107,375 $ 126,902
39,403
16,789
22,111
39,121
71,117
(7,873)
22,454
241,102
13,046
208,327
18,311
159,451
(781)
—
(826)
211
5,784
98
$ 240,321 $ 207,712 $ 165,333
$ 298,374 $ 426,628 $ 290,040
146,676
87,852
133,841
151,988
107,500
20,998
597,038
621,980
444,879
1,390
2,630
3,230
$ 598,428 $ 624,610 $ 448,109
$
$
(5,479) $
(5,479) $
690 $
690 $
2,117
2,117
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
The Company’s assets for the various reporting segments and other business operations are detailed below:
(Thousands)
Assets at end of period:
Natural Gas Distribution
Clean Energy Ventures
Energy Services
Storage and Transportation
Subtotal
Home Services and Other
Intercompany assets (1)
Total
2022
2021
2020
$ 4,030,686 $ 3,707,461 $ 3,531,477
1,015,065
914,788
814,277
333,064
365,423
244,836
999,520
862,407
844,799
6,378,335 5,850,079 5,435,389
159,068
162,134
138,375
(275,987)
(289,935)
(257,287)
$ 6,261,416 $ 5,722,278 $ 5,316,477
(1)
Consists of transactions between subsidiaries that are eliminated and reclassified in consolidation.
The Chief Executive Officer, 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 is as follows:
(Thousands)
Net financial earnings
Less:
Unrealized (gain) loss on derivative instruments and related transactions
Tax effect
Effects of economic hedging related to natural gas inventory
Tax effect
(Gain on) impairment of equity method investment
Tax effect
Net income
2022
2021
$ 240,321 $ 207,712 $ 165,333
2020
(59,906)
14,248
19,939
(4,738)
(5,521)
1,377
(9,644)
2,296
12,690
(3,016)
—
—
$ 274,922 $ 117,890 $ 163,007
54,203
(12,887)
(42,405)
10,078
92,000
(11,167)
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 our ongoing operations. Included in the tax effects are current and deferred income tax expense
corresponding with the components of NFE.
Page 130
New Jersey Resources Corporation
Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
18. RELATED PARTY TRANSACTIONS
Effective April 1, 2020, NJNG entered into a 5-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 million 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.
Energy Services may periodically enter into storage or park and loan agreements with an affiliated FERC-jurisdictional
natural gas storage facility, Steckman Ridge. As of September 30, 2022, Energy Services has entered into transactions with
Steckman Ridge for varying terms, all of which expire by March 31, 2024.
Demand fees, net of eliminations, associated with Steckman Ridge during the fiscal years ended September 30, were as
follows:
(Thousands)
Natural Gas Distribution
Energy Services
Total
2022
2021
2020
$
$
6,663 $
732
7,395 $
6,449 $
564
7,013 $
5,900
183
6,083
The following table summarizes demand fees payable to Steckman Ridge as of September 30:
(Thousands)
Natural Gas Distribution
Energy Services
Total
2022
2021
775 $
76
851 $
778
83
861
$
$
NJNG and Energy Services have entered into various AMAs, the effects of which are eliminated in consolidation. Under
the terms of these agreements, NJNG releases certain transportation and storage contracts to Energy Services. As of September
30, 2022, NJNG and Energy Services had one AMA with an expiration date of March 31, 2023.
NJNG has entered into a 5-year transportation precedent agreement with Adelphia Gateway for committed capacity of
130,000 Dths per day, which began on August 9, 2022.
Energy Services has a 5-year agreement for 3 Bcf of firm storage capacity with Leaf River, which is eliminated in
consolidation and expires in March 2024.
In March 2021, NJNG and Clean Energy Ventures entered into a 15-year sublease and PPA agreement related to an onsite
solar array and the related energy output at the Company’s headquarters in Wall, New Jersey, the effects of which are
immaterial to the consolidated financial statements.
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.
In June 2022, NJNG and Clean Energy Ventures entered into a 20-year sublease and PPA agreement related to an onsite
solar array and the related energy output at the Company’s LNG plant in Howell, New Jersey, the effects of which are
immaterial to the consolidated financial statements.
NJNG entered into a 15-year transportation precedent agreement with Adelphia Gateway for committed capacity of
130,000 Dth per day, beginning November 1, 2023; however, the agreement term will automatically be reduced to 7 years if
Transco has not placed its Regional Energy Access Expansion project into service by October 31, 2030.
The intercompany profit for certain transactions between NJNG and Energy Services and NJNG and Adelphia Gateway is
not eliminated in accordance with ASC 980, Regulated Operations.
Page 131
New Jersey Resources Corporation
Part II
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of the Company’s management, including the principal executive officer
and principal financial officer, the Company conducted an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the
period covered by this report. Based on this evaluation, the Company’s principal executive officer and principal financial
officer concluded that, as of end of the period covered by this report, the Company’s disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,
and that such information is accumulated and communicated to the Company’s management, including its principal executive
officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
The report of management required under this Item 9A is contained in Item 8 of this Form 10-K under the caption
Management’s Report on Internal Control over Financial Reporting.
Attestation Report of Registered Public Accounting Firm
The attestation report required under this Item 9A is contained in Item 8 of this 10-K under the caption Report of
Independent Registered Public Accounting Firm.
Changes in Internal Control over Financial Reporting
We periodically review our internal controls over financial reporting as part of our efforts to ensure compliance with the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In addition, we routinely review our system of internal
controls over financial reporting to identify potential changes to our processes and systems that may improve controls and
increase efficiency, while ensuring that we maintain an effective internal controls environment. There were no changes in our
internal controls over financial reporting that occurred during the quarter ended September 30, 2022, that have materially
affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
None
Page 132
New Jersey Resources Corporation
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this item, including information concerning the Board of Directors of the Company, the members
of the Company’s Audit Committee, the Company’s Audit Committee Financial Expert, compliance with Section 16(a) of the
Exchange Act and shareowner proposals, is incorporated by reference to the Company’s Proxy Statement for the 2022 Annual
Meeting of Shareowners, which will be filed with the SEC pursuant to Regulation 14A within 120 days after September 30,
2021. The information regarding executive officers is included in this report as Item 1 under the caption Information About our
Executive Officers and incorporated herein by reference.
The Board of Directors has adopted the Code of Conduct, a code for all directors, officers and employees, as required by
the New York Stock Exchange rules, and governing the chief executive officer and senior financial officers, in compliance with
Sarbanes-Oxley and SEC regulations. Copies of the Code of Conduct are available free of charge on the Company’s website at
http://investor.njresources.com under the caption Corporate Governance. A printed copy of the Code of Conduct is available
free of charge to any shareowner who requests it by contacting the Corporate Secretary at 1415 Wyckoff Road, Wall, New
Jersey 07719. The Company will disclose any amendments to, or waivers from, a provision of the Code of Conduct that applies
to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing
similar functions that relate to any element of the Code of Conduct as defined in Item 406 of Regulation S-K by posting such
information on the Company’s website.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item is incorporated by reference from the Registrant’s Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information required by this Item is incorporated by reference from the Registrant’s Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required by this Item is incorporated by reference from the Registrant’s Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item is incorporated by reference from the Registrant’s Proxy Statement.
Page 133
New Jersey Resources Corporation
Part IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements.
All Financial Statements of the Registrant are filed as part of this report and included in Item 8 of Part II of this Form 10-K.
(a) 2. Financial Statement Schedules-See Index to Financial Statement Schedules in Item 8.
(a) 3. Exhibits-See Exhibit Index on page 137.
Page 134
New Jersey Resources Corporation
Part IV
INDEX TO FINANCIAL STATEMENT SCHEDULES
Schedule II - Valuation and qualifying accounts and reserves for each of the three years in the period ended
September 30, 2022
Page
136
Schedules other than those listed above are omitted because they are either not required or are not applicable, or the
required information is shown in the financial statements or notes thereto.
Page 135
New Jersey Resources Corporation
Part IV
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED SEPTEMBER 30, 2022, 2021 and 2020
(Thousands)
CLASSIFICATION
2022
BEGINNING
BALANCE
ADDITIONS
CHARGED TO
EXPENSE
OTHER
ENDING
BALANCE
Valuation allowance for deferred tax assets
Allowance for doubtful accounts
2021
Valuation allowance for deferred tax assets
Allowance for doubtful accounts
2020
Valuation allowance for deferred tax assets
Allowance for doubtful accounts
$
$
$
$
$
$
23,613
24,652
17,639
7,242
4,035
6,148
(1)
Uncollectible accounts written off, less recoveries and adjustments.
(1,372)
2,401
—
(7,674) (1)
6,355
18,986
(381)
(1,576) (1)
15,869
2,238
(2,265)
(1,144) (1)
$
$
$
$
$
$
22,241
19,379
23,613
24,652
17,639
7,242
Page 136
New Jersey Resources Corporation
Part IV
EXHIBIT INDEX
Exhibit
Number
Exhibit Description
2.1
2.2
2.3
3.1
3.2
4.1
4.2
4.3
4.3(a)
4.3(b)
4.3(c)
4.3(d)
4.3(e)
4.3(f)
4.3(g)
4.3(h)
4.3(i)
4.3(j)
Purchase and Sale Agreement, dated as of October 27, 2017, by and between Talen Generation, LLC, and
Adelphia Gateway, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, as filed on
November 2, 2017)
Membership Interest Purchase Agreement, between NJR Clean Energy Ventures II Corporation and SRIV
Partnership, LLC, dated as of November 21, 2018 (incorporated by reference to Exhibit 2.1 to the Current Report
on Form 8-K, as filed on November 21, 2018)
Membership Interest Purchase Agreement, dated September 3, 2019, by and between Leaf River Energy
Holdings, LLC and NJR Pipeline Company (incorporated by reference to Exhibit 2.1 to the Current Report on
Form 8-K, as filed on September 5, 2019)
Restated Certificate of Incorporation of New Jersey Resources Corporation, as amended through March 3, 2015
(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, as filed on January 23, 2014, and
Exhibit 3.1 to the Current Report on Form 8-K, as filed on March 3, 2015)
Bylaws of New Jersey Resources Corporation, as amended and restated on July 14, 2020 (incorporated by
reference to Exhibit 3.1 to the Current Report on Form 8-K, as filed on July 20, 2020)
Description of Common Stock (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K for
the fiscal year ended September 30, 2019, as filed on November 22, 2019)
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-
K for the fiscal year ended September 30, 2013, as filed on November 25, 2013)
Amended and Restated Indenture of Mortgage, Deed of Trust and Security Agreement, dated as of September 1,
2014, between NJNG and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 99.3
to the Current Report on Form 8-K, as filed on September 30, 2014)
36th Supplemental Indenture dated as of September 1, 2014, between NJNG and U.S. Bank National Association,
as Trustee (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K, as filed on September
30, 2014)
First Supplemental Indenture dated as of April 1, 2015 between NJNG and U.S. Bank National Association, as
Trustee (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q, as filed on May 7, 2015)
Second Supplemental Indenture dated as of June 1, 2016, between New Jersey Natural Gas Company and U.S.
Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K as filed on June 22,
2016)
Third Supplemental Indenture, dated as of May 1, 2018, by and between New Jersey Natural Gas Company and
U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, as
filed on May 11, 2018)
Fourth Supplemental Indenture, dated as of April 1, 2019, between NJNG and U.S. Bank National Association, as
Trustee (incorporated by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q, as filed on May 3, 2019)
Fifth Supplemental Indenture, dated as of July 1, 2019, by and between New Jersey Natural Gas Company and
the Purchasers party thereto (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, as filed
on July 17, 2019)
Sixth Supplemental Indenture, dated as of August 1, 2019, between NJNG and U.S. Bank National Association,
as Trustee (incorporated by reference to Exhibit 4.3(g) to the Annual Report on Form 10-K for the fiscal year
ended September 30, 2019, as filed on November 22, 2019)
Seventh Supplemental Indenture, dated as of June 1, 2020, between NJNG and U.S. Bank National Association,
as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on July 2, 2020)
Eighth Supplemental Indenture, dated as of July 23, 2020, between NJNG and U.S. Bank National Association,
as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on July 23, 2020)
Ninth Supplemental Indenture, dated as of September 2, 2020, between NJNG and U.S. Bank National
Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, as filed on
September 2, 2020)
Page 137
New Jersey Resources Corporation
Part IV
Exhibit
Number
4.3(k)
4.3(l)
4.3(m)
4.4
4.4(a)
4.4(b)
4.4(c)
4.4(d)
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
Exhibit Description
Tenth Supplemental Indenture, dated as of October 1, 2021, by and between New Jersey Natural Gas Company
and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Current Report on
Form 8-K, as filed on November 3, 2021)
Eleventh Supplemental Indenture, dated as of May 1, 2022, by and between New Jersey Natural Gas Company
and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the
Current Report on Form 8-K, as filed on June 1, 2022)
Twelfth Supplemental Indenture, dated as of October 1, 2022, by and between New Jersey Natural Gas Company
and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the
Current Report on Form 8-K, as filed on October 28, 2022)
$75,000,000 Shelf Note Purchase Agreement, dated as of June 30, 2011, between New Jersey Resources
Corporation and Prudential Investment Management, Inc. (incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K as filed on July 6, 2011)
First Amendment to the Prudential Facility, dated as of July 25, 2014, between the Company and Prudential
Investment Management, Inc. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K as
filed on November 12, 2014)
Second Amendment to the Prudential Facility, dated as of September 28, 2015, between the Company and
Prudential Investment Management, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K as filed on October 2, 2015)
Third Amendment to the Shelf Note Purchase Agreement dated as of June 30, 2011, dated as of November 1,
2021 among New Jersey Resources Corporation, each Guarantor signatory thereto, and each Noteholder party
thereto (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, as filed on November 3,
2021)
Fourth Amendment to the Shelf Note Purchase Agreement, among New Jersey Resources Corporation, PGIM,
Inc. (formerly Prudential Investment Management, Inc.) and the Purchasers party thereto dated as of September
16, 2022 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K as filed on September 20,
2022)
$125,000,000 Note Purchase Agreement, dated as of February 7, 2014, by and among New Jersey Natural Gas
Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.5 to the Quarterly Report on
Form 10-Q, as filed on May 7, 2014)
Loan Agreement between New Jersey Economic Development Authority and New Jersey Natural Gas Company,
dated as of August 1, 2011 (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K for the
fiscal year ended September 30, 2011, as filed on November 23, 2011)
First Amendment to the Loan Agreement, dated as of August 1, 2019, between NJNG and New Jersey Economic
Development Authority (incorporated by reference to Exhibit 4.7 to the Annual Report on Form 10-K for the
fiscal year ended September 30, 2019, as filed on November 22, 2019)
First Supplemental Indenture, dated as of August 1, 2019, between NJNG and U.S. Bank National Association, as
Trustee (incorporated by reference to Exhibit 4.8 to the Annual Report on Form 10-K for the fiscal year ended
September 30, 2019, as filed on November 22, 2019)
$50,000,000 Note Purchase Agreement, dated as of February 8, 2013, by and among New Jersey Natural Gas
Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.12 to the Quarterly Report on
Form 10-Q, as filed on May 3, 2013)
$150,000,000 Note Purchase Agreement, dated as of February 12, 2015, by and among New Jersey Natural Gas
Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K, as filed on February 17, 2015)
Note Purchase Agreement, dated as of March 22, 2016, among New Jersey Resources Corporation and each of
the Purchasers listed in Schedule A thereto (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K, as filed on March 25, 2016)
$125,000,000 Note Purchase Agreement, dated as of June 21, 2016, by and among New Jersey Natural Gas
Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K, as filed on June 22, 2016)
Page 138
Exhibit
Number
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
New Jersey Resources Corporation
Part IV
Exhibit Description
$125,000,000 Note Purchase Agreement, dated as of May 11, 2018, by and among New Jersey Natural Gas
Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K, as filed on May 11, 2018)
$100,000,000 Note Purchase Agreement, dated as of June 8, 2018, by and among New Jersey Resources
Corporation and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K, as filed on June 8, 2018)
Amended and Restated Indenture, dated as of April 1, 2019, between NJNG and New Jersey Economic
Development Authority and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1
to the Quarterly Report on Form 10-Q, as filed on May 3, 2019)
Second Amendment to the Loan Agreement, dated as of April 1, 2019, between NJNG and New Jersey Economic
Development Authority (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q, as filed
on May 3, 2019)
Amended and Restated Continuing Disclosure Undertaking, dated as of April 18, 2019 (incorporated by reference
to Exhibit 4.3 to the Quarterly Report on Form 10-Q, as filed on May 3, 2019)
$150,000,000 Note Purchase Agreement, dated as of July 17, 2019, by and among New Jersey Resources
Corporation and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K, as filed on July 17, 2019)
$185,000,000 Note Purchase Agreement, dated as of July 17, 2019, by and among New Jersey Natural Gas
Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.2 to the Current Report on
Form 8-K, as filed on July 17, 2019)
Amended and Restated Continuing Disclosure Undertaking, dated as of August 22, 2019 (incorporated by
reference to Exhibit 4.20 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2019, as
filed on November 22, 2019)
$260,000,000 Note Purchase Agreement, dated as of May 14, 2020, by and among New Jersey Resources
Corporation and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K, as filed on May 18, 2020)
$125,000,000 Note Purchase Agreement, dated as of May 14, 2020, by and among New Jersey Natural Gas
Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.2 to the Current Report on
Form 8-K, as filed on May 18, 2020)
$200,000,000 Note Purchase Agreement, dated as of September 1, 2020, by and among New Jersey Resources
Corporation and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K, as filed on September 2, 2020)
$75,000,000 Note Purchase Agreement, dated as of September 1, 2020, by and among New Jersey Natural Gas
Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.2 to the Current Report on
Form 8-K, as filed on September 2, 2020)
$100,000,000 Note Purchase Agreement, dated as of October 28, 2021, by and among New Jersey Natural Gas
Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K, as filed on November 3, 2021)
First Amendment to the Note Purchase Agreement dated as of March 22, 2016, dated as of November 1, 2021
among New Jersey Resources Corporation, each Guarantor signatory thereto, and each Noteholder party thereto
(incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K, as filed on November 3, 2021)
First Amendment to the Note Purchase Agreement dated as of June 8, 2018, dated as of November 1, 2021
among New Jersey Resources Corporation, each Guarantor signatory thereto, and each Noteholder party thereto
(incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K, as filed on November 3, 2021)
First Amendment to the Note Purchase Agreement dated as of July 17, 2019, dated as of November 1, 2021
among New Jersey Resources Corporation, each Guarantor signatory thereto, and each Noteholder party thereto
(incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K, as filed on November 3, 2021)
First Amendment to the Note Purchase Agreement dated as of May 14, 2020, dated as of November 1, 2021
among New Jersey Resources Corporation, each Guarantor signatory thereto, and each Noteholder party thereto
(incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K, as filed on November 3, 2021)
Page 139
New Jersey Resources Corporation
Part IV
Exhibit
Number
4.30
4.31
4.32
4.33
4.34
Exhibit Description
First Amendment to the Note Purchase Agreement dated as of September 1, 2020, dated as of November 1, 2021
among New Jersey Resources Corporation, each Guarantor signatory thereto, and each Noteholder party thereto
(incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K, as filed on November 3, 2021)
$100,000,000 Note Purchase Agreement, dated as of May 27, 2022, by and among New Jersey Natural Gas
Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K, as filed on June 1, 2022)
$110,000,000 Note Purchase Agreement, dated as of June 23, 2022, by and among New Jersey Resources
Corporation and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K, as filed on June 27, 2022)
$125,000,000 Note Purchase Agreement, dated as of October 24, 2022, by and among New Jersey Natural Gas
Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K, as filed on October 28, 2022)
$50,000,000 Note Purchase Agreement, dated as of October 24, 2022, by and among New Jersey Resources
Corporation and the Purchasers party thereto (incorporated by reference to Exhibit 4.2 to the Current Report on
Form 8-K, as filed on October 28, 2022)
10.1*
Form of Amended and Restated Supplemental Executive Retirement Plan Agreement between the Company and
Named Executive Officer (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for the
fiscal year ended September 30, 2020, as filed on November 30, 2020)
10.1(a)*
Schedule of Supplemental Executive Retirement Plan Agreements for named executive officers (incorporated by
reference to Exhibit 10.1(a) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2020, as
filed on November 30, 2020)
10.2
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
Service Agreement for Rate Schedule SS-1 by and between NJNG and Texas Eastern Transmission Company,
dated as of June 21, 1995 (incorporated by reference to Exhibit 10-5B to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1996, as filed on December 30, 1996)
Summary of 2023 Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K, as filed on September 20, 2022)
Summary of 2022 Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.3 to the
Current Report on Form 8-K, as filed on September 9, 2021)
New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement -
Total Shareholder Return Fiscal Year 2018 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on
Form 10-Q, as filed on February 8, 2018)
New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement -
NFE Fiscal Year 2018 (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q, as filed
on February 8, 2018)
New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Based Restricted Stock
Units Agreement Fiscal Year 2018 (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form
10-Q, as filed on February 8, 2018)
New Jersey Resources Corporation Deferred Stock Retention Award Agreement Fiscal Year 2018 (incorporated
by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q, as filed on February 8, 2018)
New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Restricted Stock Units Agreement
Fiscal Year 2018 (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q, as filed on
February 8, 2018)
10.10*
The Company’s 2017 Stock Award and Incentive Plan (incorporated by reference to Appendix A to the Proxy
Statement for the 2017 Annual Meeting as filed on December 15, 2016)
10.11* New Jersey Resources Savings Equalization Plan (as amended and restated as of November 16, 2020)
(incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal year ended
September 30, 2020, as filed on November 30, 2020)
Page 140
New Jersey Resources Corporation
Part IV
Exhibit
Number
Exhibit Description
10.12* New Jersey Resources Pension Equalization Plan (as amended and restated as of November 16, 2020)
(incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal year ended
September 30, 2020, as filed on November 30, 2020)
10.13* New Jersey Resources Corporation Directors’ Deferred Compensation Plan (incorporated by reference to Exhibit
10.25 to the Quarterly Report on Form 10-Q, as filed on February 6, 2009)
10.14* New Jersey Resources Corporation Officers’ Deferred Compensation Plan (as amended and restated on
November 16, 2020) (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal
year ended September 30, 2020, as filed on November 30, 2020)
10.15* Amended and Restated New Jersey Resources Corporation Directors’ Deferred Compensation Plan (amended
and restated as of November 16, 2020) (incorporated by reference to Exhibit 10.1 to the Annual Report on Form
10-K for the fiscal year ended September 30, 2020, as filed on November 30, 2020)
10.16*
Form of Amended and Restated Employment Continuation Agreement between the Company and named
executive officer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on
November 18, 2019)
10.16(a)* Schedule of Employee Continuation Agreements (incorporated by reference to Exhibit 10.1 to the Annual Report
on Form 10-K for the fiscal year ended September 30, 2020, as filed on November 30, 2020)
10.16(b)* Form of Amended and Restated Employment Continuation Agreement for officers of NJR Energy Services
Company dated as of November 12, 2019 (incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K, as filed on November 18, 2019)
10.17
10.18
Limited Liability Company Agreement of Steckman Ridge GP, LLC, dated as of March 2, 2007 (incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, as filed on May 3, 2007)
Limited Partnership Agreement of Steckman Ridge, LP dated as of March 2, 2007 (incorporated by reference to
Exhibit 10.2 to the Quarterly Report on Form 10-Q, as filed on May 3, 2007)
10.19* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement -
NFE Fiscal Year 2019 (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q, as filed
on February 6, 2019)
10.20* New Jersey Resources Corporation Deferred Stock Retention Award Agreement Fiscal Year 2019 (incorporated
by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q, as filed on February 6, 2019)
10.21* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement -
Total Shareholder Return Fiscal Year 2019 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on
Form 10-Q, as filed on February 6, 2019)
10.22* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Restricted Stock Units Agreement
Fiscal Year 2019 (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q, as filed on
February 6, 2019)
10.23* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Based Restricted Stock
Units Agreement Fiscal Year 2019 (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form
10-Q, as filed on February 6, 2019)
10.24* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Restricted Stock Units Agreement
Fiscal Year 2020 (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal
year ended September 30, 2020, as filed on November 30, 2020)
10.25* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement -
Total Shareholder Return Fiscal Year 2020 (incorporated by reference to Exhibit 10.1 to the Annual Report on
Form 10-K for the fiscal year ended September 30, 2020, as filed on November 30, 2020)
10.26* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement -
NFE Fiscal Year 2020 (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for the
fiscal year ended September 30, 2020, as filed on November 30, 2020)
10.27* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance-Based Restricted Stock
Unit Agreement Fiscal Year 2020 (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K
for the fiscal year ended September 30, 2020, as filed on November 30, 2020)
10.28* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Deferred Retention Stock Award
Agreement Fiscal Year 2020 (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for
the fiscal year ended September 30, 2020, as filed on November 30, 2020)
Page 141
New Jersey Resources Corporation
Part IV
Exhibit
Number
10.29*
Exhibit Description
2017 Stock Award and Incentive Plan Form of Director Restricted Stock Units Agreement (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K, as filed on January 23, 2020)
10.30* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Restricted Stock Units Agreement
Fiscal Year 2021 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, as filed on
November 13, 2020)
10.31* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement -
Total Shareholder Return Fiscal Year 2021 (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K, as filed on November 13, 2020)
10.32* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement -
NFE Fiscal Year 2021 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, as filed on
November 13, 2020)
10.33* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance-Based Restricted Stock
Unit Agreement Fiscal Year 2021 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K,
as filed on November 13, 2020)
10.34* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Restricted Stock Units Agreement
Fiscal Year 2022 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, as filed on
November 15, 2021)
10.35* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement -
Total Shareholder Return Fiscal Year 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K, as filed on November 15, 2021)
10.36* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement -
NFE Fiscal Year 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, as filed on
November 15, 2021)
10.37* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance-Based Restricted Stock
Unit Agreement Fiscal Year 2022 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K,
as filed on November 15, 2021)
10.38*
Incentive Award Agreement, by and between New Jersey Resources Corporation and Timothy F. Shea, dated as
of January 26, 2022 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, as filed on
February 3, 2022)
10.39* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Restricted Stock Units Agreement
Fiscal Year 2023 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, as filed on
November 17, 2022)
10.40* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement -
Total Shareholder Return Fiscal Year 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K, as filed on November 17, 2022)
10.41* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement -
NFE Fiscal Year 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, as filed on
November 17, 2022)
10.42* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement -
NFE Fiscal Year 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, as filed on
November 17, 2022)
10.43
10.44
364-Day $250,000,000 Revolving Credit Facility, dated as of April 24, 2020 by and among New Jersey
Resources Corporation and each of the Guarantors party thereto and the lenders party thereto, and PNC Bank,
National Association and PNC Capital Markets LLC, SunTrust Robinson Humphrey, Inc. and TD Bank, N.A., as
Joint Lead Arrangers, and Truist Bank and TB Bank, N.A., as Co- Syndication Agents (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K, as filed on April 27, 2020)
$500,000,000 Second Amended and Restated Credit Agreement, dated as of September 2, 2021, by and among
New Jersey Resources Corporation, the guarantors thereto, the lenders party thereto, PNC Bank, National
Association, as Administrative Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and
Mizuho Bank, Ltd., as Syndication Agents, and U.S. Bank National Association, Bank of America, N.A., TD
Bank, N.A. and The Bank of Nova Scotia, as Documentation Agents (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K, as filed on September 9, 2021)
Page 142
New Jersey Resources Corporation
Part IV
Exhibit
Number
10.45
10.46
10.47
10.48
21.1+
23.1+
31.1+
31.2+
Exhibit Description
$250,000,000 Second Amended and Restated Credit Agreement dated as of September 2, 2021, by and among
New Jersey Natural Gas Company, the lenders party thereto, PNC Bank, National Association, as Administrative
Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Mizuho Bank, Ltd., as
Syndication Agents, and U.S. Bank National Association, Bank of America, N.A., TD Bank, N.A., and The Bank
of Nova Scotia, as Documentation Agents (incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K, as filed on September 9, 2021)
$150,000,000 Term Loan Credit Agreement, dated as of February 8, 2022, by and among NJR, the guarantors
thereto and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K, as filed on February 11, 2022)
First Amendment to Second Amended and Restated Credit Agreement, dated as of August 30, 2022, by and
among NJR, the guarantors thereto, the lenders party thereto and PNC Bank, National Association, as
Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on
September 6, 2022)
First Amendment to Second Amended and Restated Credit Agreement dated as of August 30, 2022, by and
among NJNG, the lenders party thereto and PNC Bank, National Association, as Administrative Agent
(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, as filed on September 6, 2022)
Subsidiaries of the Registrant
Consent of Independent Registered Public Accounting Firm
Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act
Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act
32.1+ † Certification of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act
32.2+ † Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act
101+
104+
Interactive Data File {Annual Report on Form 10-K, for the fiscal year ended September 30, 2022, furnished in
iXBRL (Inline eXtensible Business Reporting Language)}
Cover Page Interactive Data File included in Exhibit 101
________________________________
+ Filed herewith.
* Denotes compensatory plans or arrangements or management contracts.
† This certificate accompanies this report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be
deemed filed by NJR for purposes of Section 18 or any other provision of the Exchange Act.
Page 143
SIGNATURES
New Jersey Resources Corporation
Part IV
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: November 17, 2022
NEW JERSEY RESOURCES CORPORATION
(Registrant)
By:/s/ Roberto Bel
Roberto Bel
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant in the capacities and on the dates indicated:
November 17, 2022
/s/ Stephen D. Westhoven
Stephen D. Westhoven
President and Chief Executive
Officer
Director
(Principal Executive Officer)
November 17, 2022
November 17, 2022
/s/ Donald L. Correll
Donald L. Correll
Chairman
/s/ Gregory E. Aliff
Gregory E. Aliff
Director
November 17, 2022
November 17, 2022
November 17, 2022
November 17, 2022
/s/ James H. DeGraffenreidt, Jr.
James H. DeGraffenreidt, Jr.
Director
November 17, 2022
November 17, 2022
/s/ Roberto Bel
Roberto Bel
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Thomas C. O’Connor
Thomas C. O’Connor
Director
/s/ Michael O’Sullivan
Michael O’Sullivan
Director
/s/ Sharon C. Taylor
Sharon C. Taylor
Director
/s/ David A. Trice
David A. Trice
Director
November 17, 2022
November 17, 2022
November 17, 2022
/s/ Robert B. Evans
Robert B. Evans
Director
/s/ M. Susan Hardwick
M. Susan Hardwick
Director
/s/ Jane M. Kenny
Jane M. Kenny
Director
November 17, 2022
/s/ George R. Zoffinger
George R. Zoffinger
Director
Page 144
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SHAREOWNER
INFORMATION
Annual Meeting
The Annual Shareowners Meeting will be held at 9:30 a.m. on
January 25, 2023. This year’s annual meeting will be held virtually via
webcast with no physical in-person meeting. Please refer to your
proxy statement for the link and details on how to participate.
Stock Listing
The Company’s common stock is traded on the New York Stock
Exchange under the ticker symbol “NJR.” The stock may also appear
as NewJerRes or NJRsc in stock tables in many daily newspapers,
business publications, financial websites and search engines.
Investor and Media Information
Members of the financial community are invited to contact
Adam Prior, Director — Investor Relations, at 732-938-1145,
aprior@njresources.com. Members of the media are invited to
contact Michael Kinney, Director —Corporate Communications,
at 732-938-1031, mkinney@njresources.com. Correspondence
can be sent to New Jersey Resources, 1415 Wyckoff Road, P.O.
Box 1468, Wall, NJ 07719.
Stock Transfer Agent and Registrar
The Transfer Agent and Registrar for the Company’s common
stock is Broadridge Corporate Issuer Solutions, Inc. (Broadridge).
Shareowners with questions about account activity should
contact Broadridge investor relations representatives between
9 a.m. and 6 p.m. ET, Monday through Friday, by calling
toll-free 800-817-3955.
General written inquiries and address changes may be sent to:
Broadridge Corporate Issuer Solutions
P.O. Box 1342, Brentwood, NY 11717
or
For certified and overnight delivery:
Broadridge Corporate Issuer Solutions, ATTN: IWS
1155 Long Island Avenue, Edgewood, NY 11717
• Benefit from maintenance of shares of common stock in
book-entry form and detailed record keeping and reporting,
provided at no charge.
• Deposit common stock certificates registered in your
name with the plan administrator into your plan account for
safekeeping, at no cost.
• Receive statements of your account following each
reinvestment of dividends and each investment of an optional
cash payment or payroll deduction amount, if any.
• Execute plan transactions online.
For additional information, please visit njresources.com, then
“Shareholder Services” under “Investor Relations.” Full details
are contained in the NJR Direct prospectus, which may be
obtained from Broadridge.
Dividends
Dividends on NJR common stock are currently declared quarterly
by the board of directors. Future dividends are dependent on
a number of factors, including our earnings, financial condition,
shareowner equity levels, our cash flow and business requirements,
as determined by the board of directors. Shareowners of record
receive their dividend checks from Broadridge, unless they
have elected to reinvest their dividends with NJR Direct. The
company offers direct deposit of dividends into shareowners’
bank accounts so the funds are available the same day they are
paid. Please contact Broadridge for details.
Request for Form 10-K and other Documents
The following documents may be obtained when available, without
charge, upon written request to: Investor Relations, New Jersey
Resources, 1415 Wyckoff Road, P.O. Box 1468, Wall, NJ 07719:
• Bylaws, as amended and restated
• Annual Report and Form 10-K
Shareowners can view their account information online at
shareholder.broadridge.com/NJR.
• Form 10-Q
• Form 8-K
New Jersey Resources Direct Stock Purchase and
Dividend Reinvestment Plan
The New Jersey Resources Corporation (NJR) Direct Stock
Purchase and Dividend Reinvestment Plan, NJR Direct, provides
a convenient and economical method for new eligible investors
to make an initial investment in shares of common stock and for
existing shareowners to invest in additional shares of common
stock or reinvest all or some of their common stock cash dividends.
This is neither an offer to sell nor a solicitation of an offer to buy
securities. NJR Direct is administered by Broadridge.
As a participant in NJR Direct, you can:
• Conveniently purchase our common stock without incurring
brokerage commissions or transaction/processing fees.
• Quarterly Earnings News Release
• Corporate Governance Guidelines
• Audit Committee Charter
• Leadership Development and Compensation Committee Charter
• Nominating/Corporate Governance Committee Charter
• NJR Code of Conduct
• Audit Complaint Procedure
• Communicating with Non-Management Directors
• Statement of Policy with Respect to Related Person Transactions
These documents, as well as other filings made with the Securities and
Exchange Commission, are also available through njresources.com.
Information in this Annual Report should not be considered a
• Build your investment over time, starting with as little as $100,
solicitation of the sale or purchase of securities.
up to a maximum of $100,000 per calendar year.
• Increase your holdings in NJR by reinvesting all or some of your
cash dividends in our common stock.
• Invest automatically with optional withdrawals from your
bank account.
Design: Decker Design, Inc., New York
Printed on recycled paper.
1415 Wyckoff Road
Post Office Box 1468
Wall, NJ 07719
732-938-1480
www.njresources.com
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