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What changed in NEW JERSEY RESOURCES CORP's 10-K2022 vs 2023

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Paragraph-level year-over-year comparison of NEW JERSEY RESOURCES CORP's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+1089 added947 removedSource: 10-K (2023-11-21) vs 10-K (2022-11-17)

Top changes in NEW JERSEY RESOURCES CORP's 2023 10-K

1089 paragraphs added · 947 removed · 298 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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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.
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ITEM 1. BUSINESS (Continued) 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.
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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.
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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.
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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.
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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.
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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.
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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 $137.3M to $201.5M.
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Operating Revenues/Throughput For the fiscal years ended September 30, operating revenues and throughput by customer class for Natural Gas Distribution are as follows: 2022 2021 2020 ($ in thousands) Operating Revenue Bcf Operating Revenue Bcf Operating Revenue Bcf Residential $ 598,433 45.5 $ 484,407 46.2 $ 500,271 44.6 Commercial and other 140,727 8.7 103,341 8.6 98,463 8.2 Firm transportation 80,915 13.0 69,353 13.7 66,871 13.3 Total residential and commercial 820,075 67.2 657,101 68.5 665,605 66.1 Interruptible/off-tariff agreements 9,740 32.4 7,239 22.9 6,322 30.9 Total system 829,815 99.6 664,340 91.4 671,927 97.0 BGSS incentive programs (1) 298,952 44.5 67,456 20.8 57,996 118.4 Total $ 1,128,767 144.1 $ 731,796 112.2 $ 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.
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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 2023. 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.
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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.
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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.
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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.
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As of September 30, 2023, NJNG recorded an MGP remediation liability and a corresponding regulatory asset of $169.4M on the Consolidated Balance Sheets, based on the most likely amount; however, actual costs may differ from these estimates.
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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.
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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.
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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.
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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.
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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.
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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, 2023, the Company and our subsidiaries employed 1,350 employees compared with 1,288 employees as of September 30, 2022.
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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.
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Of the total number of employees, NJNG had 509 and 498 and NJRHS had 117 and 113 Union or Represented employees as of September 30, 2023 and 2022, 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.
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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.
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NJNG and the Union are in active negotiations to extend the collective bargaining agreement, which is scheduled to expire on December 7, 2023. The collective bargaining agreement between NJRHS and the Union is scheduled to expire April 2, 2024.
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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.
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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.
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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.
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We consider our relationship with employees, including those covered by collective bargaining agreements, to be in good standing. 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.
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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.
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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.
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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 Dths (1) Expiration Texas Eastern Transmission, L.P. 383,588 2023-2025 Columbia Gas Transmission Corp. 50,000 2024-2030 Tennessee Gas Pipeline Co. 25,166 2024-2028 Transcontinental Gas Pipe Line Corp. 332,531 2023-2033 Algonquin Gas Transmission 12,000 2024 Total 803,285 (1) Numbers are shown net of any capacity release contracted amounts.
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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 talent for key positions.
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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.
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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 employees.
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The storage suppliers, the maximum daily deliverability of that storage capacity and the contract expiration dates are as follows: Pipeline Dths Expiration Texas Eastern Transmission, L.P. 94,557 2024 Transcontinental Gas Pipe Line Corp. 8,384 2028 Total 102,941 NJNG also has upstream storage contracts.
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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.
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The maximum daily deliverability and contract expiration dates are as follows: Company Dths Expiration Eastern Gas Transmission and Storage 286,829 2023-2026 Steckman Ridge, L.P. 38,000 2025 Stagecoach Pipeline & Storage Company LLC 25,337 2028 Total 350,166 Page 8 New Jersey Resources Corporation Part I ITEM 1.
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Fostering an environment that values DEI and ethics helps create an organization Page 13 New Jersey Resources Corporation Part I ITEM 1. BUSINESS (Continued) that is able to embrace, leverage and respect the differences of employees, customers and the communities where we live, work and serve.
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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.
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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.
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Citygate Supplies from Energy Services NJNG has one AMA with Energy Services.
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Complementing our efforts are a DEI Council and our seven 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.
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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.
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NJR employees continue to maintain high levels of engagement, satisfaction and retention according to NJR’s most recent employee survey.
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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.
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NJR 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 is innovative, talent- and team-focused and inclusive.
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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
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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.
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NJR conducts an annual employee feedback survey, which is reviewed by the LDCC, designed to help the Company measure overall employee engagement. The feedback employees provide through the survey helps NJR evaluate the Company’s culture and the employee experience and monitor its current practices for potential areas of improvement.
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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.
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As part of the 401(k) Plan, NJR matches 85% of the first 6% of compensation contributed by the employee into the 401(k) Plan, subject to the Internal Revenue Code and NJR’s 401(k) Plan limits.
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Additionally, for employees who are not eligible to participate in the defined benefit plans, NJR annually contributes between 3.5% and 4.5% of base compensation, depending upon years of service, into the 401(k) Plan on their behalf.
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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.
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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.
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In Part III of this Form 10-K, we incorporate certain information by reference from our Proxy Statement for our 2023 Annual Meeting of Shareowners. We expect to file the Proxy Statement with the SEC on or about December 14, 2023. We will make it available on our website as soon as reasonably possible following the filing date.
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Please refer to the Proxy Statement when it is available. Page 14 New Jersey Resources Corporation Part I ITEM 1. BUSINESS (Continued) 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.
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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 Age Officer since Business experience during last five years Stephen D.
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Westhoven 55 2004 President and Chief Executive Officer (October 2019 - present) President and Chief Operating Officer (October 2018 - September 2019) Roberto Bel 50 2019 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) Patrick J.
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Migliaccio 49 2013 Senior Vice President and Chief Operating Officer (January 2022 - present) Senior Vice President and Chief Financial Officer (January 2016 - December 2021) Amy Cradic 52 2018 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) Richard Reich 48 2016 Senior Vice President and General Counsel (June 2022 - present) Senior Vice President, General Counsel and Corporate Secretary (September 2021 - June 2022) Corporate Secretary and Assistant General Counsel (January 2016 - September 2021) Lori DelGiudice 48 2023 Senior Vice President, Human Resources (November 2022 - present) Vice President of Human Resources for Honeywell Advanced Materials (September 2017 - October 2022) Jacqueline K.
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Shea 59 2016 Senior Vice President and Chief Information Officer (January 2023 - present) Vice President and Chief Information Officer (June 2016 - December 2022) Stephen M. Skrocki 47 2023 Corporate Controller (Principal Accounting Officer) (January 2023 - present) Corporate Controller (January 2021 - December 2022) Assistant Corporate Controller (March 2017 - January 2021) ITEM 1A.
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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.
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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.
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Risks 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.
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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.
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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.
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These include logistical risks and potential delays related to construction, permitting and 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 other states where our solar projects are located); electric grid interconnection delays associated with the PJM Interconnection, LLC queue reform process; and 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.
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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. Page 15 New Jersey Resources Corporation Part I

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf 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.
Biggest changeWe 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.
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.
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 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.
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.
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 could put upward pressure on natural gas prices and place customer growth targets at risk.
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.
In addition, in July 2019, the State of New Jersey amended the GWRA, which targets 80% 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% clean energy by 2050, and the GWRA mandate of reducing state greenhouse gas emissions.
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.
The EMP defines 100% clean energy by 2050 to mean 100% 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.
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.
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.
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.
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 becomes impaired, the impairment charges could have a material impact on our financial condition and results of operations.
Adelphia Gateway records regulatory assets on its financial statements to reflect the ratemaking and regulatory decision-making authority of FERC as allowed by GAAP.
Adelphia records regulatory assets on its financial statements to reflect the ratemaking and regulatory decision-making authority of FERC as allowed by GAAP.
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.
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 22 New Jersey Resources Corporation Part I ITEM 1A.
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.
Energy deregulation legislation may increase competition among natural gas utilities and impact the quantities of natural gas requirements needed for sales service. ES also relies on a firm supply source to meet its energy management obligations to its customers.
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.
Risks 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.
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.
NJNG’s ability to timely construct rate-based assets and obtain rate increases, including base rate increases, continue its BGSS incentive and CIP programs and maintain its currently authorized rates of return may be impacted by events, including regulatory or legislative actions.
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.
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 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 reasonable interest rates.
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.
ES 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 ES is not able to recoup these costs from its customers, the cash flows and earnings at ES, and ultimately the Company, could be adversely impacted.
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.
We may be unable to obtain sufficient insurance (or such insurance may be costly) 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 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.
Risks 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.
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.
On August 16, 2022, the Inflation Reduction Act was signed into law and imposed a 15% minimum tax rate on book earnings for corporations with higher than $1B of annual income, along with a 1% excise tax on corporate stock repurchases while providing tax incentives to promote various clean energy initiatives.
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.
In addition, significant increases in the supply of natural gas in ES’s market areas, including as a result of increased production along the Marcellus Shale, can reduce ES’s ability to take advantage of pricing fluctuations in the future. Changes in pricing dynamics and supply could have an adverse impact on ES’s optimization activities, earnings and cash flows.
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.
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.
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.
ES 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.
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.
Our goals, to reduce our New Jersey operational emissions by 60% 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.
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.
ES ’s 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.
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.
ES 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.
CEV 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.
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 collective bargaining agreements may also increase the cost of employing NJNG 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.
Our success 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.
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.
Local or national natural disasters, pandemic illness, 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 and the Israel-Hamas war, catastrophic failure of the interstate pipeline system and other extreme events are a threat to our assets and operations.
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.
RISK FACTORS (Continued) 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.
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.
We may be adversely impacted by natural disasters, pandemic illness, war or terrorist activities and other extreme events to which we may be unable to promptly respond.
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.
Future results at ES 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 ES’s earnings and cash flows.
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.
Risks 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 requires significant time and resources.
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.
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.
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.
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.
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.
We have utilized joint ventures through partnerships for certain S&T investments. Although we currently have no specific plans to do so, we may acquire interests in other joint ventures or partnerships in the future.
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.
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.
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.
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.
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.
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. Page 19 New Jersey Resources Corporation Part I ITEM 1A.
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.
If we suffer a reduction in our credit and borrowing capacity or in our ability to issue parental guarantees, the business prospects of ES, CEV and S&T, which rely on our creditworthiness, would be adversely affected.
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.
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 Page 20 New Jersey Resources Corporation Part I ITEM 1A. RISK FACTORS (Continued) phase of IT enhancements and upgrades were placed into service in July 2020.
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.
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 credit facilities and term loans.
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.
Such uncertain conditions may also impact the ability of certain customers to pay for services, which could affect the collectability and recognition of our revenues and adversely affect our financial results.
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.
The inability to recruit and retain or effectively transition key personnel or the unexpected loss of key personnel may adversely affect our operations. 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.
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.
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. Supply chain disruptions may adversely affect Company operations.
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.
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, including, but not limited to, cloud computing and generative artificial intelligence, may require us to make significant expenditures to remain competitive and may result in the obsolescence of certain of our operating assets.
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.
NJNG and ES rely on storage, transportation assets and suppliers, which they do not own or control, to deliver natural gas. NJNG and ES 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.
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.
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.
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.
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. Inflation and increased natural gas costs could adversely impact our customer base and customer collections and increase the Company ’s level of indebtedness.
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.
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. Page 24 New Jersey Resources Corporation Part I ITEM 1A.
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.
Page 21 New Jersey Resources Corporation Part I ITEM 1A. RISK FACTORS (Continued) 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.
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.
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.
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.
If we do not obtain the necessary regulatory approvals or property rights, or if we are unable to enter into contracts with counterparties at reasonable rates, or obtain financing, our assets or equity method investments could be impaired. Such impairment could have a materially adverse effect on our financial condition, results of operations and cash flows.
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.
Although we maintain insurance coverage, insurance may not be sufficient to cover all material expenses related to these risks, and such insurance may be costly. 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.
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.
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.
NJNG records regulatory assets on its financial statements to reflect the ratemaking and regulatory decision-making authority of the BPU as allowed by GAAP.
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.
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.
If supply, transportation or storage is disrupted, including for reasons of force majeure, the ability of NJNG and ES to sell and deliver their products and services may be hindered.
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.
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 threatened terrorist activities may also disrupt capital markets and our ability to raise capital or may impact our suppliers or our customers directly.
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.
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. Page 23 New Jersey Resources Corporation Part I ITEM 1A. RISK FACTORS (Continued) Our ability to secure short-term financing is subject to conditions in the credit markets.
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.
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.
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.
A local disaster or pandemic illness 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 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.
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.
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.
NJNG and the Union are in active negotiations to extend the collective bargaining agreement, which is scheduled to expire on December 7, 2023. The collective bargaining agreement between NJRHS and the Union is scheduled to expire April 2, 2024.
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.
Failure to attract and retain an appropriately qualified employee workforce could adversely affect operations.
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.
Risks Related to Technologies Cyberattacks, ransomware, terrorism, other malicious acts against, or failure of, information technology systems could adversely affect our business operations, financial condition and results of operations.
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.
Any 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.
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.
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 Page 16 New Jersey Resources Corporation Part I ITEM 1A. RISK FACTORS (Continued) market rates. Particularly for ES, these conditions could have a material impact on our financial condition, results of operations and cash flows.
External events could also increase the cost of borrowing or adversely affect our ability to access the financial markets.
General economic factors beyond our control might create uncertainty that could increase our cost of capital or impair or eliminate our ability to access the debt, equity, or credit markets, including our ability to draw on bank credit facilities. External events could also increase the cost of borrowing or adversely affect our ability to access the financial markets.
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.
Extreme weather conditions, especially those of prolonged duration, create high energy demand on our own and/or other systems and increase the risk that 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, 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.
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. Cyberattacks, ransomware, terrorism, increased use of artificial intelligence technologies or other malicious acts could damage, destroy or disrupt these systems for an extended period of time.
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.
Risks Related to Tax and Accounting Matters A valuation allowance may be required for our deferred tax assets. Our deferred tax assets are comprised primarily of investment tax credits and state net operating losses.
Removed
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.
Added
ITEM 1A. RISK FACTORS (Continued) Actions or limitations to address concerns over long-term climate change, both globally and within our utilities' service areas, may affect our operations and financial performance. Legislative, regulatory and advocacy efforts at the local, state and national levels concerning climate change and other environmental issues could have significant impacts on our operations.
Removed
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.
Added
The natural gas utility industry may be affected by proposals to curb greenhouse gas and other air emissions. Various regulatory and legislative proposals have been made to limit or further restrict byproducts of combustion, including byproducts resulting from the use of natural gas by our customers.
Removed
A sustained decrease in the value of SRECs could negatively impact the return on our investments and could impair our portfolio of solar assets.
Added
In addition, regionally, a number of regulatory and legislative initiatives have been passed that are designed to limit greenhouse gas emissions and increase the use of renewable sources of energy, such as the ban of natural gas equipment in new construction in New York.
Removed
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.
Added
In addition, regulatory and legislative initiatives may restrict customers’ access to natural gas and/or require or limit natural gas infrastructure in buildings. Other initiatives may seek to promote social interests expressed as energy equity, environmental justice or similar frameworks.
Removed
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.
Added
Any such legislation could direct and/or restrict the operation and raise the costs of our energy delivery infrastructure as well as the distribution of natural gas to our customers. Uncertainties associated with our pipeline of projects could adversely affect our business, results of operations, financial condition and cash flows. Business development projects involve many risks.
Removed
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.

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Item 2. Properties

Properties — owned and leased real estate

39 edited+4 added43 removed14 unchanged
Biggest changeVolatility 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.
Biggest changePage 11 New Jersey Resources Corporation Part I ITEM 1. BUSINESS (Continued) Volatility ES’s 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.
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.
At the present time, however, natural gas is used in over 95% 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.
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 .
These derivative instruments are accounted for at fair value with changes in fair value recognized in earnings as they occur. ES 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 .
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.
NJR Midstream Company also holds a 20% 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% equity method investment in Steckman Ridge.
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.
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 5% 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 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.
In these cases, ES evaluates the economics of the transaction to determine if it can capture pricing differentials in the marketplace and generate Financial Margin. ES evaluates deal attributes such as fixed fees and calendar-spread value from deal inception until volumes are scheduled to be returned and/or repaid, as well as the time value of money.
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.
In addition, ES 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 ES to capture geographic pricing differences across various regions, as delivered natural gas prices may change favorably as a result of market conditions.
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.
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, ES can be subject to variations in earnings and working capital throughout the year as a result of changes in weather.
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.
BUSINESS (Continued) While focusing on maintaining a low-risk operating and counterparty credit profile, ES’s 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.
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.
In an effort to deliver more predictable earnings contributions, reduce earnings volatility and monetize the value of its natural gas transportation portfolio, ES 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.
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.
Risk Management In conducting its business, ES mitigates risk by following formal risk management guidelines, including transaction limits, segregation of duties and formal contract and credit review approval processes. ES continuously monitors and seeks to reduce the risk associated with its counterparty credit exposures. Our Risk Management Committee oversees compliance with these established guidelines.
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.
CEV 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.
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.
Financial Margin To economically hedge the commodity price risk associated with its existing and anticipated commitments for the purchase and sale of natural gas, ES enters into a variety of derivative instruments including, but not limited to, futures contracts, physical forward contracts, financial swaps and options.
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.
CEV 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.
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.
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, ES may hedge these price differentials through the use of financial instruments.
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.
ES also engages in park and loan transactions with storage and pipeline operators, where ES 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.
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.
As part of its solar investment portfolio, CEV 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.
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.
ES 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.
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.
Storage and Transportation S&T 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 32.2M Dth salt dome natural gas facility, located in southeastern Mississippi, and the FERC-regulated Adelphia, which owns and operates an 84-mile pipeline in southeastern Pennsylvania.
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.
During fiscal 2023, ES did not purchase over 10% of its natural gas from any one supplier. Transportation and Natural Gas Storage Transactions ES 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.
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.
OTHER BUSINESS OPERATIONS Home Services and Other HSO operations consist primarily of the following unregulated affiliates: NJR Home Services, Inc., which provides heating, ventilation and cooling service, sales and installation of appliances to approximately 101,500 service contract customers, as well as installation of solar equipment; NJR Plumbing Services, Inc., which provides plumbing repair and installation services; 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.
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.
The AMAs include a series of initial and permanent releases, which commenced in November 2021. NJR will receive a total of approximately $260M in cash from fiscal 2022 through fiscal 2024 and $34M per year from fiscal 2025 through fiscal 2031 under the agreements.
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.
Page 9 New Jersey Resources Corporation Part I ITEM 1. BUSINESS (Continued) 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.
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.
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 may affect NJNG’s agreements with several interstate pipeline companies for the purchase of such services.
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.
On September 30, 2023, NJNG had 15,457 residential and 8,033 commercial and industrial customers utilizing the transportation service. Clean Energy Ventures CEV invests in, owns and operates clean energy projects, including commercial and residential solar installations located in six states including New Jersey, Rhode Island, New York, Connecticut, Michigan and Indiana.
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 new program opened to new applications on August 28, 2021. Incentives are structured as a 15-year fixed incentive ranging from $85 to $130/MWh depending on market segment, project siting and size. The second phase of the successor program, the CSI Program, was established on December 7, 2022.
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 of September 30, 2023, CEV has approximately 468.8 MW of solar capacity in service, including a combination of residential and commercial net-metered and grid-connected solar systems.
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.
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.
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.
Weather/Seasonality ES 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.
Page 14 New Jersey Resources Corporation Part I ITEM 1.
Page 12 New Jersey Resources Corporation Part I
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.
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.
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.
CEV owns, operates and maintains the system over the life of the lease in exchange for monthly lease payments. The program is operated by CEV 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.
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.
Costs associated with these services are currently recoverable through the BGSS. 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.
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.
CEV competes on price, quality and brand reputation, leveraging its partner network and customer referrals. CEV’s 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.
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.
ES’s activities are conducted in the market areas in which it has strong expertise, including the U.S. and Canada. ES 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.
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.
ES’s 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. Page 10 New Jersey Resources Corporation Part I ITEM 1.
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.
ES monitors changing market dynamics and strategically adjusts its portfolio of transportation and storage assets, which currently includes an average of approximately 21.8 Bcf of firm storage and 0.6 Bcf of firm transportation capacity.
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 ES consists of unregulated wholesale and retail natural gas operations and provides producer and asset management services to a diverse customer base across North America. ES has acquired contractual rights to natural gas transportation and storage assets it utilizes to implement its strategic and opportunistic market strategies.
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.
If this evaluation demonstrates that Financial Margin exists, ES may enter into the transaction and hedge with natural gas futures contracts, thereby locking in Financial Margin. ES maintains inventory balances to satisfy existing or anticipated sales of natural gas to its counterparties and/or to create additional value, as described above.
Removed
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.
Added
The CSI program was designed to encourage grid scale solar generation with a goal of incentivizing development of at least 300 MW of solar annually until 2026. Solicitations take place annually, and all projects that meet pre-qualification requirements will compete on price only.
Removed
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.
Added
The next solicitation will open on November 27, 2023, and will close to bids on February 29, 2024.
Removed
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.
Added
During fiscal 2023 and 2022, ES managed and sold 150.4 Bcf and 231.1 Bcf of natural gas, respectively. In addition, as of September 30, 2023 and 2022, ES had 14.6 Bcf or $24.5M of natural gas in storage and 10.8 Bcf or $82.5M of natural gas in storage, respectively.
Removed
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.
Added
Changes in natural gas supply can affect capacity values and ES’s Financial Margin, which, as described below, is generated from the optimization of transportation and storage assets. With its focus on risk management, ES continues to diversify its revenue stream by identifying new growth opportunities in producer and asset management services.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
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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.
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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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
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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.
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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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
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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.
Removed
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.
Removed
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.
Removed
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.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

6 edited+2 added3 removed5 unchanged
Biggest changeIn 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.
Biggest changeIn March 2022, the BPU approved an increase in the RAC, which increased the pre-tax annual recovery from $11.1M to $11.7M, effective April 1, 2022.
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.
As of September 30, 2023, $66.3M 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 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.
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, 2023, NJNG recorded a MGP remediation liability and a corresponding regulatory asset of approximately $169.4M on the Consolidated Balance Sheets based on the most likely amount.
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.
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.
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.
The actual costs to be incurred by NJNG are dependent upon several factors, including final determination of remedial action, changing technologies and governmental regulations, the ultimate ability of other responsible parties to pay and insurance recoveries, if any. NJNG recovers its remediation expenditures, including carrying costs, over rolling seven-year periods pursuant to a RAC approved by the BPU.
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.
On April 12, 2023, the BPU approved on a final basis NJNG’s annual SBC filing of RAC expenditures through June 30, 2022, as well as an increase to the RAC annual recoveries of $3.7M, which increased the pre-tax annual recovery to $15.4M, effective May 1, 2023.
Removed
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.
Added
ITEM 3. LEGAL PROCEEDINGS (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.
Removed
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.
Added
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 $137.3M to $201.5M.
Removed
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

36 edited+91 added11 removed52 unchanged
Biggest changeMANAGEMENT’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) 2022 2021 2020 Net Income Assets Net Income Assets Net Income Assets Natural Gas Distribution $ 140,124 $ 4,030,686 $ 107,375 $ 3,707,461 $ 126,902 $ 3,531,477 Clean Energy Ventures 39,403 1,015,065 16,789 914,788 22,111 814,277 Energy Services 69,650 333,064 58,957 365,423 (11,008) 244,836 Storage and Transportation 26,598 999,520 (67,787) 862,407 18,311 844,799 Home Services and Other (781) 159,068 (826) 162,134 5,784 138,375 Intercompany (1) (72) (275,987) 3,382 (289,935) 907 (257,287) Total $ 274,922 $ 6,261,416 $ 117,890 $ 5,722,278 $ 163,007 $ 5,316,477 (1) Consists of transactions between subsidiaries that are eliminated in consolidation.
Biggest changeOperating Results Net income (loss) and assets by reporting segment and other business operations for the fiscal years ended September 30, are as follows: (Thousands) 2023 2022 2021 Net Income Assets Net Income Assets Net Income Assets NJNG $ 131,414 $ 4,414,829 $ 140,124 $ 4,030,686 $ 107,375 $ 3,707,461 CEV 44,458 1,128,577 39,403 1,015,065 16,789 914,788 ES 78,848 123,775 69,650 333,064 58,957 365,423 S&T 13,154 1,011,959 26,598 999,520 (67,787) 862,407 HSO 4,758 171,275 (781) 159,068 (826) 162,134 Intercompany (1) (7,908) (312,919) (72) (275,987) 3,382 (289,935) Total $ 264,724 $ 6,537,496 $ 274,922 $ 6,261,416 $ 117,890 $ 5,722,278 (1) Consists of transactions between subsidiaries that are eliminated in consolidation.
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.
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, discount rates and the nature and timing of major maintenance and capital investment.
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.
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%, 17%, 33% and 16%, 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.
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.
These are considered unusual in nature and occur infrequently such that they are not indicative of our performance for ongoing operations. Included in the tax effects are current and deferred income tax expense corresponding with the components of NFE.
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.
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 14. Commitments and Contingent Liabilities for more details.
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.
Since we believe that recovery of these expenditures, as well as related litigation costs, is probable 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.
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.
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 2023, 2022 and 2021.
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.
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 effects 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.
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.
Page 29 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.
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.
Investments in Equity Investees The Company accounts for its investment in Steckman Ridge 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% or less and/or it has significant influence over operating and management decisions.
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.
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 ES’s 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.
The following table sets forth NJR’s repurchase activity for the quarter ended September 30, 2022: Period 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 07/01/22 - 07/31/22 $ 1,685,053 08/01/22 - 08/31/22 $ 1,685,053 09/01/22 - 09/30/22 $ 1,685,053 Total $ 1,685,053 ITEM 6. [RESERVED] Page 29 New Jersey Resources Corporation Part II ITEM 7.
The following table sets forth NJR’s repurchase activity for the quarter ended September 30, 2023: Period 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 07/01/23 - 07/31/23 $ 1,685,053 08/01/23 - 08/31/23 $ 1,685,053 09/01/23 - 09/30/23 $ 1,685,053 Total $ 1,685,053 ITEM 6. [RESERVED] Page 28 New Jersey Resources Corporation Part II ITEM 7.
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.
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 19.5M shares of common stock for repurchase.
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.
ES’s 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, ES 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.
As of September 30, 2023, 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, ES may experience a significant impact on its financial position, results of operations and cash flows.
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.
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. CEV hedges certain of its expected production of SRECs through forward and futures contracts.
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.
Non-GAAP Financial Measures Our management uses NFE, a non-GAAP financial measure, when evaluating our operating results. ES economically hedges its natural gas inventory with financial derivative instruments.
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.
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, 2023, NJR had 79,007 holders of record of its common stock. Dividends are subject to declaration by the Board of Directors.
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.
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.
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.
Specifically, NJNG and Adelphia record regulatory assets when it is considered probable that certain operating costs will be recoverable from customers in future periods and record regulatory liabilities when it is probable future obligations to customers exist.
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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) 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.
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
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.
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.
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.
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.
In September 2023, the Board of Directors declared dividends payable October 2, 2023 of $0.42 per share of common stock to shareowners of record on September 20, 2023. We review our dividend policy on a regular basis.
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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) 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.
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.
These operations, which comprise HSO, include appliance repair services, sales and installations at NJRHS and commercial real estate holdings at CR&R.
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.
CEV 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, 2023 and 2022. Page 32 New Jersey Resources Corporation Part II ITEM 7.
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.
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 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.
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 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.
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.
The comparative results for fiscal 2022 with fiscal 2021 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, 2022, filed with the SEC on November 17, 2022.
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.
In the normal course of business, estimated amounts are subsequently adjusted to actual results that may differ from estimates. Regulatory Accounting NJNG and Adelphia are subject to accounting requirements resulting from the effects of rate regulation.
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.
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. For state income tax and other taxes, estimates and judgments are required with respect to the apportionment among the various jurisdictions.
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.
A more detailed description of our organizational structure can be found in Item 1. Business . Page 33 New Jersey Resources Corporation Part II ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) The following sections include a discussion of results for fiscal 2023 compared to fiscal 2022.
Cumulative Total Return 2017 2018 2019 2020 2021 2022 NJR $100.00 $112.28 $112.86 $70.23 $93.72 $107.90 S&P 500 Utilities $100.00 $102.93 $130.82 $124.32 $138.01 $145.71 S&P 500 $100.00 $117.91 $122.93 $141.55 $184.02 $155.55 Peer Group $100.00 $104.62 $121.14 $92.10 $100.75 $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.
Cumulative Total Return 2018 2019 2020 2021 2022 2023 NJR $100.00 $100.52 $62.55 $83.47 $96.11 $104.30 S&P 500 Utilities $100.00 $127.10 $120.79 $134.09 $141.56 $131.63 S&P 500 $100.00 $104.25 $120.05 $156.07 $131.92 $160.44 Peer Group $100.00 $117.06 $89.97 $98.14 $109.62 $106.24 The 9 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.; Southwest Gas Corporation; and Spire Inc.
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 Increase/ (Decrease) Estimated Increase/(Decrease) on PBO (Thousands) Estimated Increase/(Decrease) to Expense (Thousands) Discount rate 1.00 % $ (30,196) $ (4,599) Discount rate (1.00) % $ 36,650 $ 5,489 Rate of return on plan assets 1.00 % n/a $ (3,153) Rate of return on plan assets (1.00) % n/a $ 3,153 Other Postemployment Benefits Actuarial Assumptions Increase/ (Decrease) Estimated Increase/(Decrease) on PBO (Thousands) Estimated Increase/(Decrease) to Expense (Thousands) Discount rate 1.00 % $ (21,498) $ (3,475) Discount rate (1.00) % $ 26,748 $ 4,265 Rate of return on plan assets 1.00 % n/a $ (1,123) Rate of return on plan assets (1.00) % n/a $ 1,122 Actuarial Assumptions Increase/ (Decrease) Estimated Increase/(Decrease) on PBO (Thousands) Estimated Increase/(Decrease) to Expense (Thousands) Health care cost trend rate 1.00 % $ 26,710 $ 6,992 Health care cost trend rate (1.00) % $ (21,853) $ (5,537) Acquisitions The Company follows the guidance in ASC 805, Business Combinations, for determining the appropriate accounting treatment for acquisitions.
The following is a summary of a sensitivity analysis for each actuarial assumption as of and for the fiscal year ended September 30, 2023: Pension Plans Actuarial Assumptions Increase/ (Decrease) Estimated Increase/(Decrease) on PBO (Thousands) Estimated Increase/(Decrease) to Expense (Thousands) Discount rate 1.00 % $ (28,573) $ (88) Discount rate (1.00) % $ 34,313 $ 4,131 Rate of return on plan assets 1.00 % n/a $ (2,854) Rate of return on plan assets (1.00) % n/a $ 2,854 Other Postemployment Benefits Actuarial Assumptions Increase/ (Decrease) Estimated Increase/(Decrease) on PBO (Thousands) Estimated Increase/(Decrease) to Expense (Thousands) Discount rate 1.00 % $ (25,370) $ (154) Discount rate (1.00) % $ 31,353 $ 2,515 Rate of return on plan assets 1.00 % n/a $ (961) Rate of return on plan assets (1.00) % n/a $ 960 Actuarial Assumptions Increase/ (Decrease) Estimated Increase/(Decrease) on PBO (Thousands) Estimated Increase/(Decrease) to Expense (Thousands) Health care cost trend rate 1.00 % $ 30,818 $ 4,522 Health care cost trend rate (1.00) % $ (25,283) $ (1,700) Page 30 New Jersey Resources Corporation Part II ITEM 7.
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.
The increase in assets during fiscal 2023, compared with fiscal 2022, was due primarily to additional investment in utility plant at NJNG and solar asset investments at CEV, partially offset by a decrease in accounts receivable, gas in storage and restricted broker margin at ES and NJNG resulting from a decline in natural gas prices.
Removed
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.
Added
South Jersey Industries was removed from the Peer Group since the company is no longer a publicly held entity.
Removed
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.
Added
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Acquisitions The Company follows the guidance in ASC 805, Business Combinations, for determining the appropriate accounting treatment for acquisitions.
Removed
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.
Added
Page 31 New Jersey Resources Corporation Part II ITEM 7.
Removed
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.
Added
Page 34 New Jersey Resources Corporation Part II ITEM 7.
Removed
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.
Added
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) The decrease in net income of $10.2M during fiscal 2023, compared with fiscal 2022, is due primarily to decreased earnings at NJNG due to higher O&M and higher interest expense related to new debt at higher interest rates, and decreased earnings at S&T resulting from increased interest and depreciation expenses.
Removed
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.
Added
These decreases are partially offset by increased earnings at ES due primarily to higher natural gas price volatility in December 2022 and February 2023 and by increased earnings at CEV related to the reversal of a valuation allowance for certain deferred tax assets.
Removed
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.
Added
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) 2023 2022 2021 Net income $ 264,724 $ 274,922 $ 117,890 Add: Unrealized (gain) loss on derivative instruments and related transactions (38,081) (59,906) 54,203 Tax effect 9,050 14,248 (12,887) Effects of economic hedging related to natural gas inventory (1) 34,699 19,939 (42,405) Tax effect (8,246) (4,738) 10,078 (Gain on) impairment of equity method investment (300) (5,521) 92,000 Tax effect (19) 1,377 (11,167) Net financial earnings $ 261,827 $ 240,321 $ 207,712 Basic earnings per share $ 2.73 $ 2.86 $ 1.23 Add: Unrealized (gain) loss on derivative instruments and related transactions (0.39) (0.62) 0.56 Tax effect 0.09 0.15 (0.13) Effects of economic hedging related to natural gas inventory (1) 0.36 0.21 (0.44) Tax effect (0.09) (0.05) 0.10 (Gain on) impairment of equity method investment — (0.06) 0.96 Tax effect — 0.01 (0.12) Basic NFE per share $ 2.70 $ 2.50 $ 2.16 (1) Effects of hedging natural gas inventory transactions where the economic impact is realized in a future period.
Removed
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.
Added
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) 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) 2023 2022 2021 NJNG $ 131,414 50 % $ 140,124 58 % $ 107,375 52 % CEV 44,458 17 39,403 17 16,789 8 ES 68,517 26 39,121 16 71,117 34 S&T 12,835 5 22,454 9 13,046 6 HSO 4,758 2 (781) — (826) — Eliminations (1) (155) — — — 211 — Total $ 261,827 100 % $ 240,321 100 % $ 207,712 100 % (1) Consists of transactions between subsidiaries that are eliminated in consolidation.
Removed
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.
Added
The increase in NFE of $21.5M during fiscal 2023, compared with fiscal 2022, was due primarily to higher Financial Margin at ES along with an increase in the benefit from income taxes at CEV, partially offset by decreases at NJNG and S&T, as previously discussed.
Removed
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.
Added
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 576,000 residential and commercial customers in its service territory and also participates in the off-system sales and capacity release markets.
Removed
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.
Added
The business is subject to various risks, 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.
Added
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.
Added
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.
Added
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.
Added
Regulation in the accompanying Consolidated Financial Statements for a more detailed discussion of regulatory actions, including filings related to programs and associated expenditures, as well as rate requests related to recovery of capital investments and operating costs.
Added
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 In November 2021, the BPU issued an order adopting a stipulation of settlement approving a $79.0M increase to base rates, effective December 1, 2021.
Added
In addition, the order also included approval for the final increase for the NJ RISE/SAFE II programs, which totaled $0.3M. These increases include an overall rate of return on rate base of 6.84%, return on common equity of 9.6%, a common equity ratio of 54.0% and a composite depreciation rate of 2.78%.
Added
Page 36 New Jersey Resources Corporation Part II ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) 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.
Added
Below is a summary of NJNG’s capital expenditures, including accruals for fiscal 2023 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.
Added
NJNG continues to implement BPU-approved infrastructure projects that are designed to enhance the reliability and integrity of NJNG’s natural gas distribution system. 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.
Added
The total investment for the IIP was approximately $507.0M. 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 $150.0M over five years, effective November 1, 2020.
Added
NJNG voluntarily withdrew the information technology upgrade component and will seek to recover associated costs in future rate case proceedings. In March 2022, NJNG filed its first rate recovery request for its BPU-approved IIP with capital expenditures estimated through June 30, 2022, including AFUDC.
Added
In July 2022, NJNG filed its update with actual capital expenditures of $28.9M through June 30, 2022. In September 2022, the BPU approved the rate increase resulting in a $3.2M revenue increase, effective October 1, 2022.
Added
On March 30, 2023, NJNG submitted its annual IIP filing to the BPU requesting a rate increase for estimated capital expenditures of $31.4M through June 30, 2023. This filing was updated on July 28, 2023, with actual expenses of approximately $28.2M through June 30, 2023.
Added
The BPU approved this filing on September 27, 2023, which resulted in a $3.2M revenue increase, effective October 1, 2023. Page 37 New Jersey Resources Corporation Part II ITEM 7.
Added
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) 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 $200.0M, excluding AFUDC.
Added
With the approval of SAFE II, $157.5M was approved for accelerated cost recovery methodology. The remaining $42.5M in capital expenditures was requested for recovery in base rate cases, of which $23.4M was approved in NJNG’s 2019 base rate case and $19.1M was approved in the 2021 base rate case.
Added
The BPU approved NJNG’s NJ RISE capital infrastructure program, which consists of six capital investment projects estimated to cost $102.5M, 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.
Added
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 $3.4M made through June 30, 2021.
Added
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 $0.3M.With this approval, the filings with respect to NJ RISE and SAFE II are complete.
Added
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.
Added
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.
Added
NJNG’s total customers as of September 30, include the following: 2023 2022 2021 Firm customers Residential 520,682 512,264 502,546 Commercial, industrial & other 31,725 31,227 30,615 Residential transport 15,457 17,316 21,882 Commercial transport 8,033 8,397 8,815 Total firm customers 575,897 569,204 563,858 Other 103 96 47 Total customers 576,000 569,300 563,905 During fiscal 2023, 2022 and 2021, NJNG added 8,800, 7,808 and 7,854 new customers, respectively.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

9 edited+49 added0 removed3 unchanged
Biggest changeBank National Association dated as of September 1, 2014, as amended MW Megawatts MWh Megawatt Hour NAESB The North American Energy Standards Board Page 1 New Jersey Resources Corporation GLOSSARY OF KEY TERMS (cont.) NAV Net Asset Value Natural Gas Distribution Natural Gas Distribution segment NFE Net Financial Earnings NJ RISE New Jersey Reinvestment in System Enhancement NJCEP New Jersey’s Clean Energy Program NJDEP New Jersey Department of Environmental Protection NJNG New Jersey Natural Gas Company NJNG Credit Facility The $250 million unsecured committed credit facility expiring in September 2027 NJR Credit Facility The $650 million unsecured committed credit facility expiring in September 2027 NJR or The Company New Jersey Resources Corporation NJRCEV NJR Clean Energy Ventures Corporation NJRES NJR Energy Services Company NJRHS NJR Home Services Company Non-GAAP Not in accordance with GAAP NPNS Normal Purchase/Normal Sale NYMEX New York Mercantile Exchange OASDI Old Age, Survivors and Disability Insurance tax OCI Other Comprehensive Income O&M Operations and Maintenance OPEB Other Postemployment Benefit Plans PBO Projected Benefit Obligation PennEast PennEast Pipeline Company, LLC PEP Pension Equalization Plan PIM Pipeline Integrity Management PPA Power Purchase Agreement RAC Remediation Adjustment Clause REC Renewable Energy Certificate SAFE II Safety Acceleration and Facility Enhancement Program, Phase II Sarbanes-Oxley Sarbanes-Oxley Act of 2002 SAVEGREEN The SAVEGREEN Project® Savings Plan Employees’ Retirement Savings Plan SBC Societal Benefits Charge SEC Securities and Exchange Commission Securities Act Securities Act of 1933, as amended SOFR Secured Overnight Financing Rate SREC Solar Renewable Energy Certificate SRL Southern Reliability Link S&P Standard & Poor’s Financial Services, LLC Steckman Ridge Collectively, Steckman Ridge GP, LLC and Steckman Ridge, LP Storage and Transportation Storage and Transportation segment TETCO Texas Eastern Transmission The Inflation Reduction Act The Inflation Reduction Act of 2022 The Tax Act 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 TREC Transition Renewable Energy Certificate Trustee U.S.
Biggest changeBank National Association dated as of September 1, 2014, as amended MW Megawatts Page 1 New Jersey Resources Corporation GLOSSARY OF KEY TERMS (cont.) MWh Megawatt Hour NAESB The North American Energy Standards Board NAV Net Asset Value NFE Net Financial Earnings NJ RISE New Jersey Reinvestment in System Enhancement NJCEP New Jersey’s Clean Energy Program NJDEP New Jersey Department of Environmental Protection NJNG New Jersey Natural Gas Company or our Natural Gas Distribution segment NJNG Credit Facility The $250M unsecured committed credit facility expiring in September 2027 NJR Credit Facility The $650M unsecured committed credit facility expiring in September 2027 NJR or The Company New Jersey Resources Corporation NJR Retail NJR Retail Company NJRCEV NJR Clean Energy Ventures Corporation NJRES NJR Energy Services Company, LLC NJRHS NJR Home Services Company Non-GAAP Not in accordance with GAAP NPNS Normal Purchase/Normal Sale NYMEX New York Mercantile Exchange OASDI Old Age, Survivors and Disability Insurance tax OCI Other Comprehensive Income O&M Operations and Maintenance OPEB Other Postemployment Benefit Plans PBO Projected Benefit Obligation PennEast PennEast Pipeline Company, LLC PEP Pension Equalization Plan PIM Pipeline Integrity Management PPA Power Purchase Agreement RAC Remediation Adjustment Clause REC Renewable Energy Certificate SAFE II Safety Acceleration and Facility Enhancement Program, Phase II Sarbanes-Oxley Sarbanes-Oxley Act of 2002 SAVEGREEN The SAVEGREEN Project® Savings Plan Employees’ Retirement Savings Plan SBC Societal Benefits Charge SEC Securities and Exchange Commission Securities Act Securities Act of 1933, as amended SOFR Secured Overnight Financing Rate SREC Solar Renewable Energy Certificate SRL Southern Reliability Link S&P Standard & Poor’s Financial Services, LLC Steckman Ridge Collectively, Steckman Ridge GP, LLC and Steckman Ridge, LP Storage and Transportation or S&T Storage and Transportation segment TETCO Texas Eastern Transmission TREC Transition Renewable Energy Certificate Trustee U.S.
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
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.
Degree-day The measure of the variation in the weather based on the extent to which the average daily temperature falls below 65 degrees Fahrenheit DEI Diversity, equity and inclusion DRP NJR Direct Stock Purchase and Dividend Reinvestment Plan Dths Dekatherms EDECA Electric Discount and Energy Competition Act EE Energy Efficiency EMP New Jersey Energy Master Plan Energy Services Energy Services segment Exchange Act Securities Exchange Act of 1934, as amended FASB Financial Accounting Standards Board FCM Futures Commission Merchant FERC Federal Energy Regulatory Commission Financial Margin 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 Fitch Ratings Company FMB First Mortgage Bond GAAP Generally Accepted Accounting Principles of the United States GWRA Global Warming Response Act of 2007 HCCTR Health Care Cost Trend Rate Home Services and Other Home Services and Other Operations ICE Intercontinental Exchange IIP Infrastructure Investment Program IRS Internal Revenue Service ISDA The International Swaps and Derivatives Association ITC Federal Investment Tax Credit LDCC Leadership Development and Compensation Committee Leaf River Leaf River Energy Center LLC LNG Liquefied Natural Gas MGP Manufactured Gas Plant MMBtu Million British Thermal Units Moody’s Moody’s Investors Service, Inc.
CSI Competitive Solar Incentive Degree-day The measure of the variation in the weather based on the extent to which the average daily temperature falls below 65 degrees Fahrenheit DEI Diversity, equity and inclusion DRP NJR Direct Stock Purchase and Dividend Reinvestment Plan Dths Dekatherms EDECA Electric Discount and Energy Competition Act EE Energy Efficiency EMP New Jersey Energy Master Plan Energy Services or ES Energy Services segment Exchange Act Securities Exchange Act of 1934, as amended FASB Financial Accounting Standards Board FCM Futures Commission Merchant FERC Federal Energy Regulatory Commission Financial Margin 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 Fitch Ratings Company FMB First Mortgage Bond GAAP Generally Accepted Accounting Principles of the United States GWRA Global Warming Response Act of 2007 HCCTR Health Care Cost Trend Rate Home Services and Other or HSO Home Services and Other Operations ICE Intercontinental Exchange IIP Infrastructure Investment Program Inflation Reduction Act Inflation Reduction Act of 2022 IRS Internal Revenue Service ISDA The International Swaps and Derivatives Association ITC Federal Investment Tax Credit LDCC Leadership Development and Compensation Committee Leaf River Leaf River Energy Center LLC LNG Liquefied Natural Gas M Million MGP Manufactured Gas Plant MMBtu Million British Thermal Units Moody’s Moody’s Investors Service, Inc.
Exhibits and Financial Statement Schedules 134 Index to Financial Statement Schedules 135 Exhibit Index 137 Signatures 144 * Portions of Item 10 and Items 11-14 are Incorporated by Reference from the Proxy Statement. i New Jersey Resources Corporation GLOSSARY OF KEY TERMS Adelphia Gateway Adelphia Gateway, LLC AFUDC Allowance for Funds Used During Construction AMA Asset Management Agreement ARO Asset Retirement Obligations ASC Accounting Standards Codification ASU Accounting Standards Update Bcf Billion Cubic Feet BGSS Basic Gas Supply Service BPU New Jersey Board of Public Utilities CARES Act Coronavirus Aid, Relief, and Economic Security Act CIP Conservation Incentive Program Clean Energy Ventures Clean Energy Ventures segment CME Chicago Mercantile Exchange COVID-19 Novel coronavirus disease CR&R Commercial Realty & Resources Corp.
Exhibits and Financial Statement Schedules 126 Index to Financial Statement Schedules 127 Exhibit Index 129 Signatures 136 * Portions of Item 10 and Items 11-14 are Incorporated by Reference from the Proxy Statement. i New Jersey Resources Corporation GLOSSARY OF KEY TERMS Adelphia Adelphia Gateway, LLC AFUDC Allowance for Funds Used During Construction AMA Asset Management Agreement ARO Asset Retirement Obligations ASC Accounting Standards Codification ASU Accounting Standards Update B Billion Bcf Billion Cubic Feet BGSS Basic Gas Supply Service BPU New Jersey Board of Public Utilities CARES Act Coronavirus Aid, Relief, and Economic Security Act CIP Conservation Incentive Program Clean Energy Ventures or CEV Clean Energy Ventures segment CME Chicago Mercantile Exchange COVID-19 Novel coronavirus disease CR&R Commercial Realty & Resources Corp.
ITEM 6. [ Reserved ] 29 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 30 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 62 ITEM 8.
ITEM 6. [ Reserved ] 28 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 60 ITEM 8.
Financial Statements and Supplementary Data 65 Management’s Report on Internal Control over Financial Reporting 65 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) 66 Consolidated Financial Statements 69 Notes to Consolidated Financial Statements 74 Note 1. Nature of the Business 74 Note 2. Summary of Significant Accounting Policies 74 Note 3. Revenue 86 Note 4.
Financial Statements and Supplementary Data 63 Management’s Report on Internal Control over Financial Reporting 63 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) 64 Consolidated Financial Statements 67 Notes to Consolidated Financial Statements 72 Note 1. Nature of the Business 72 Note 2. Summary of Significant Accounting Policies 72 Note 3. Revenue 84 Note 4.
Directors, Executive Officers and Corporate Governance 133 ITEM 11. Executive Compensation 133 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 133 ITEM 13. Certain Relationships and Related Transactions and Director Independence 133 ITEM 14. Principal Accountant Fees and Services 133 PART IV ITEM 15.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 125 ITEM 13. Certain Relationships and Related Transactions and Director Independence 125 ITEM 14. Principal Accountant Fees and Services 125 PART IV ITEM 15.
Regulation 93 Note 5. Derivative Instruments 96 Note 6. Fair Value 101 Note 7. Investments in Equity Investees 103 Note 8. Earnings Per Share 105 Note 9. Debt 105 Note 10. Stock-Based Compensation 110 Note 11. Employee Benefit Plans 112 Note 12. Asset Retirement Obligations 118 Note 13. Income Taxes 119 Note 14. Leases 122 Note 15.
Regulation 88 Note 5. Derivative Instruments 94 Note 6. Fair Value 98 Note 7. Investments in Equity Investees 101 Note 8. Earnings Per Share 102 Note 9. Debt 102 Note 10. Stock-Based Compensation 106 Note 11. Employee Benefit Plans 109 Note 12. Income Taxes 114 Note 13. Leases 116 Note 14. Commitments and Contingent Liabilities 119 Note 15.
Commitments and Contingent Liabilities 124 Note 16. Common Stock Equity 126 Note 17. Reporting Segment and Other Operations Data 127 Note 18. Related Party Transactions 131 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 132 ITEM 9A. Controls and Procedures 132 ITEM 9B. Other Information 132 PART III* ITEM 10.
Reporting Segment and Other Operations Data 120 Note 16. Related Party Transactions 122 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 124 ITEM 9A. Controls and Procedures 124 ITEM 9B. Other Information 124 PART III* ITEM 10. Directors, Executive Officers and Corporate Governance 125 ITEM 11. Executive Compensation 125 ITEM 12.
Added
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.
Added
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,” “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.
Added
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.
Added
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 2024 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.
Added
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.
Added
Risk Factors , as well as the following, which are neither presented in order of importance nor weighted: • our ability to obtain governmental and regulatory approvals, permits, certificates, 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 S&T infrastructure projects, in a timely manner; • our ability to address concerns over long-term climate change; • 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; • risks associated with our pipeline of projects and timely completion of such projects • 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, ES operations and our risk management efforts; • the performance of our subsidiaries; • access to adequate supplies of natural gas and dependence on third-party S&T 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 events causing volatility in the equity and credit markets on our access to capital, including natural disasters, pandemic illness and other extreme events and risks, political and economic disruption and uncertainty related to Russia’s military invasion of Ukraine, the Israel-Hamas War, 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 cyberattacks, including ransomware, terrorism, other malicious acts against, 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, including, but not limited to, inflationary pressures, recessionary pressures, or rising interest rates, 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, as well as future executive orders and the outcomes of regulatory proceedings concerning natural gas; • 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 delay or prevention of a favorable transaction due to changes 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, including, but not limited to, cloud computing and generative artificial intelligence.
Added
Forward-looking statements made in this report apply only as of the date of this report.
Added
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.
Added
Page 3 New Jersey Resources Corporation Part I ITEM 1.
Added
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.
Added
We are an exempt holding company under Section 1263 of the Energy Policy Act of 2005.
Added
Our primary subsidiaries include the following: New Jersey Natural Gas Company provides regulated natural gas utility service to approximately 576,000 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.
Added
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.
Added
NJR Energy Services Company, LLC 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.
Added
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, located in eastern Pennsylvania, which are subject to FERC regulation, along with our 20% ownership interest in PennEast, which ceased operations in fiscal 2022; and NJR Steckman Ridge Storage Company, which holds our 50% combined ownership interest in Steckman Ridge, located in Pennsylvania.
Added
See Note 7. Investments in Equity Investees for more information on Steckman Ridge and PennEast. NJR Home Services Company provides heating, ventilation and cooling service, sales and installation of appliances to approximately 101,500 service contract customers, as well as solar installation projects, and is the primary contributor to Home Services and Other operations.
Added
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. NJNG consists of regulated natural gas services, off-system sales, capacity and storage management operations.
Added
ES consists of unregulated wholesale and retail energy operations, as well as energy management services. CEV consists of capital investments in clean energy projects. S&T consists of operations and investments in the natural gas storage and transportation market, such as natural gas storage and transportation facilities.
Added
Net income by reporting segment and other business operations for the fiscal years ended September 30, are as follows: S&T incurred a net loss of $67.8M during fiscal 2021, which is not shown clearly in the above graph.
Added
Assets composition by reporting segment and other business operations at September 30, are as follows: 2023 2022 Page 5 New Jersey Resources Corporation Part I ITEM 1. BUSINESS (Continued) Management uses NFE, a non-GAAP financial measure, when evaluating its operating results.
Added
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.
Added
ES 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.
Added
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.
Added
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.
Added
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) 2023 2022 2021 Net income $ 264,724 $ 274,922 $ 117,890 Add: Unrealized (gain) loss on derivative instruments and related transactions (38,081) (59,906) 54,203 Tax effect 9,050 14,248 (12,887) Effects of economic hedging related to natural gas inventory 34,699 19,939 (42,405) Tax effect (8,246) (4,738) 10,078 (Gain on) impairment of equity method investment (300) (5,521) 92,000 Tax effect (19) 1,377 (11,167) NFE $ 261,827 $ 240,321 $ 207,712 Basic earnings per share $ 2.73 $ 2.86 $ 1.23 Add: Unrealized (gain) loss on derivative instruments and related transactions (0.39) (0.62) 0.56 Tax effect 0.09 0.15 (0.13) Effects of economic hedging related to natural gas inventory 0.36 0.21 (0.44) Tax effect (0.09) (0.05) 0.10 (Gain on) impairment of equity method investment — (0.06) 0.96 Tax effect — 0.01 (0.12) Basic NFE per share $ 2.70 $ 2.50 $ 2.16 NFE by reporting segment and other business operations for the fiscal years ended September 30, are as follows: Page 6 New Jersey Resources Corporation Part I ITEM 1.
Added
BUSINESS (Continued) Natural Gas Distribution General NJNG consists of regulated utility operations that provide natural gas service to approximately 576,000 customers. NJNG’s service territory includes Burlington, Middlesex, Monmouth, Morris, Ocean and Sussex counties in New Jersey. It encompasses 1,516 square miles, covering 110 municipalities with an estimated population of 1.5 million people.
Added
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.
Added
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.
Added
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.
Added
Operating Revenues/Throughput For the fiscal years ended September 30, operating revenues and throughput by customer class for NJNG are as follows: 2023 2022 2021 ($ in thousands) Operating Revenue Bcf Operating Revenue Bcf Operating Revenue Bcf Residential $ 643,756 43.4 $ 598,433 45.5 $ 484,407 46.2 Commercial and other 137,343 8.4 140,727 8.7 103,341 8.6 Firm transportation 79,537 12.1 80,915 13.0 69,353 13.7 Total residential and commercial 860,636 63.9 820,075 67.2 657,101 68.5 Interruptible/off-tariff agreements/other 9,996 29.5 9,740 32.4 7,239 22.9 Total system 870,632 93.4 829,815 99.6 664,340 91.4 BGSS incentive programs (1) 142,001 34.9 298,952 44.5 67,456 20.8 Total $ 1,012,633 128.3 $ 1,128,767 144.1 $ 731,796 112.2 (1) Does not include 37.7, 50.7 and 80.5 Bcf for the capacity release program and related amounts of approximately $0.9M, $0.7M and $3.1M, which are recorded as a reduction of natural gas purchases on the Consolidated Statements of Operations during fiscal 2023, 2022 and 2021, respectively.
Added
NJNG added 8,800 and 7,808 new customers during fiscal 2023 and 2022, respectively. NJNG expects its annual customer growth rate to be approximately 1.9%. This anticipated customer growth represents approximately $8.5M in new annual Utility Gross Margin, a non-GAAP financial measure, as calculated under NJNG’s current CIP tariff.
Added
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 2023, no single customer represented more than 10% of consolidated operating revenues.
Added
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.
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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.
Added
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.
Added
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. Page 7 New Jersey Resources Corporation Part I ITEM 1.
Added
BUSINESS (Continued) 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.
Added
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations-Natural Gas Distribution . Natural Gas Supply Firm Natural Gas Supplies In fiscal 2023, NJNG purchased natural gas from approximately 58 suppliers under contracts ranging from one day to seven months and purchased over 10% of its natural gas from two suppliers.
Added
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.
Added
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.
Added
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 Dths (1) Expiration Transcontinental Gas Pipe Line Corp. 332,531 Various dates between 2024 and 2033 Texas Eastern Transmission, L.P. 383,588 Various dates between 2024 and 2025 Columbia Gas Transmission Corp. 50,000 Various dates between 2024 and 2030 Tennessee Gas Pipeline Co. 25,166 Various dates between 2028 and 2029 Algonquin Gas Transmission 12,000 2025 Total 803,285 (1) Numbers are shown net of any capacity release contracted amounts.
Added
Eastern Gas Transmission and Storage, Inc., Tennessee Gas Pipeline Co., Transcontinental Gas Pipe Line Corp. and Adelphia 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.
Added
The storage suppliers, the maximum daily deliverability of that storage capacity and the contract expiration dates are as follows: Pipeline Dths Expiration Texas Eastern Transmission, L.P. 94,557 2025 Transcontinental Gas Pipe Line Corp. 8,384 2028 Total 102,941 NJNG also has upstream storage contracts.
Added
The maximum daily deliverability and contract expiration dates are as follows: Company Dths Expiration Eastern Gas Transmission and Storage 286,829 Various dates between 2024 and 2026 Steckman Ridge, L.P. 38,000 2025 Stagecoach Pipeline & Storage Company LLC 25,337 2028 Total 350,166 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.
Added
NJNG has sufficient firm transportation, storage and supply capacity to fully meet its customer demand for natural gas within its service territory. Citygate Supplies from ES NJNG has one AMA with ES.
Added
NJNG and ES 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 Page 8 New Jersey Resources Corporation Part I ITEM 1.
Added
BUSINESS (Continued) capacity and 1.6 million Dths of Stagecoach Pipeline & Storage Company LLC storage capacity to ES through March 31, 2024. NJNG can call upon a supply of up to 14,300 Dths/day delivered to NJNG’s TETCO citygate through March 31, 2024.
Added
ES 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% of its estimated peak day sendout.
Added
NJNG’s liquefaction facility allows NJNG to convert natural gas into LNG to fill NJNG’s existing LNG storage tanks. See

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeUtility 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) 2022 2021 2020 Operating revenues $ 1,128,767 $ 731,796 $ 729,923 Less: Natural gas purchases 557,232 260,714 287,307 Operation and maintenance (1) 93,164 110,364 88,883 Regulatory rider expense 59,437 38,304 34,529 Depreciation and amortization 94,579 80,045 71,883 Gross margin 324,355 242,369 247,321 Add: Operation and maintenance (1) 93,164 110,364 88,883 Depreciation and amortization 94,579 80,045 71,883 Utility Gross Margin $ 512,098 $ 432,778 $ 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.
Biggest changeUtility 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) 2023 2022 2021 Operating revenues $ 1,012,633 $ 1,128,767 $ 731,796 Less: Natural gas purchases 425,457 557,232 260,714 Operation and maintenance (1) 115,292 93,164 110,364 Regulatory rider expense 50,542 59,437 38,304 Depreciation and amortization 102,326 94,579 80,045 Gross margin 319,016 324,355 242,369 Add: Operation and maintenance (1) 115,292 93,164 110,364 Depreciation and amortization 102,326 94,579 80,045 Utility Gross Margin $ 536,634 $ 512,098 $ 432,778 (1) Excludes selling, general and administrative expenses of approximately $111.5M, $102.8M and $97.0M for the fiscal years 2023, 2022 and 2021, respectively.
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.
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.
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.
There are additional opportunities to increase the credit amount up to 20% 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.
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.
Energy Services Overview ES 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. ES 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.
Events of Default, as defined in the Mortgage Indenture, consist mainly of: 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 thereof; or certain events that are or could be the basis of a bankruptcy, reorganization, insolvency or receivership proceeding.
Events of Default, as defined in the Mortgage Indenture, consist mainly of: 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 $30M in aggregate amount within 60 days of the entry thereof; or certain events that are or could be the basis of a bankruptcy, reorganization, insolvency or receivership proceeding.
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 believe that as of September 30, 2023, 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.
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 Overview S&T 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.
S&T 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.
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 reported net income at ES 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.
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.
Future results at ES 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.
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.
Management views these measures as representative of the overall expected economic result and uses these measures to compare ES’s 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.
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.
Availability of these transportation and storage contracts allows ES to generate market opportunities by capturing price differentials over specific time horizons and between geographic market locations. ES also provides management of transportation and storage assets for natural gas producers and regulated utilities.
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 addition to the contractual purchase and/or sale of physical natural gas, ES 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.
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.
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. ES uses futures, options, swaps and physical contracts to economically hedge purchases and sales of natural gas.
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.
Accordingly, for solar projects financed under sale leasebacks for which the assets were sold during the first 5 years of in-service life, CEV 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.
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.
CEV 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, CEV enters into various long-term agreements, including PPAs, to supply energy from commercial solar projects.
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.
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 ES realizes the entire margin on the transaction.
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.
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 19.5M shares of common stock for repurchase.
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.
As part of its solar investment portfolio, CEV 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.
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.
To the extent that there are unanticipated impacts from changes in the market value related to the effectiveness of economic hedges, ES’s actual non-GAAP results can differ from the results anticipated at the outset of the transaction.
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.
CEV 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 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.
During December 2020, ES 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 ES may deliver natural gas to the utility in exchange for aggregate net proceeds of approximately $500M, payable through November 1, 2030.
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.
S&T also has a 20% 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.
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.
Changes in market fundamentals, such as an increase in supply and decrease in demand due to warmer temperatures and reduced volatility, can negatively impact ES’s earnings. See Item 7.
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.
The northern portion of the pipeline was operational upon acquisition, and it currently serves two natural gas generation facilities. In October 2020, we began the conversion of the southern zone of the pipeline to natural gas, which became fully operational in September 2022.
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.
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 CEV is compensated for the transfer of the related tax incentives.
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.
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 CEV is compensated for the transfer of the related tax incentives.
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.
The order vacated the certificate authorization for the PennEast pipeline project in light of PennEast’s response to FERC staff’s November 2021 request for a status update, in which PennEast informed the Commission it is no longer developing the project.
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.
Future results are subject to ES’s 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.
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 return of capital received by the Company, which totaled $11.0M, 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.
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.
The utility provides certain asset management services, and ES may deliver natural gas to the utility in exchange for aggregate net proceeds of approximately $500M, payable through November 1, 2030. The AMAs include a series of initial and permanent releases which commenced in November 2021.
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.
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.
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.
S&T is comprised of Leaf River, a 32.2M Dth salt dome natural gas storage facility that operates under market-based rates, and Adelphia, an existing 84-mile pipeline in southeastern Pennsylvania. Adelphia operates under cost-of-service rates but can enter into negotiated rates with counterparties.
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.
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 S&T.
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) Percent of SRECs Hedged 2023 98% 2024 98% 2025 89% 2026 29% (1) Energy years are compliance periods for New Jersey’s renewable portfolio standard that run from June 1 to May 31.
The following table reflects the hedged percentage of our projected inventory of SRECs related to CEV’s in-service commercial and residential assets at September 30, 2023: Energy Year (1) Percent of SRECs Hedged 2024 100% 2025 89% 2026 80% 2027 24% (1) Energy years are compliance periods for New Jersey’s renewable portfolio standard that run from June 1 to May 31.
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.
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, 2023, NJNG’s future MGP expenditures are estimated to be $169.4M. For a more detailed description of MGP expenditures, see Note 14.
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.
This adjustment is applied to ES, as the adjustment primarily relates to timing differences associated with certain derivative instruments that impact 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.
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.
The Moody’s ratings and outlook were reaffirmed on September 29, 2023. NJNG’s Moody’s and Fitch ratings are investment-grade ratings. NJR is not rated by Moody’s or Fitch.
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. Page 61 New Jersey Resources Corporation Part II ITEM 7A.
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. ITEM 7A.
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.
Following the close of the SREC market in New Jersey, 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.
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.
The AMAs include a series of initial and permanent releases, which commenced in November 2021. NJR will receive a total of approximately $260M in cash from fiscal 2022 through fiscal 2024 and $34M per year from fiscal 2025 through fiscal 2031 under the agreements.
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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.
NJR does not anticipate that these letters of credit will be drawn upon by the counterparties. In February 2022, NJR entered into a 364-day $150M term loan credit agreement with an interest rate based on SOFR plus 0.85%, that expired on February 7, 2023.
(2) 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. (3) 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.
(2) 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 10 years. (3) Includes related party transactions of approximately $0.9M, $1.0M and $0.8M for fiscal 2023, 2022 and 2021, respectively, a portion of which is eliminated in consolidation.
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.
The credit facility is used primarily to finance its share repurchases, to satisfy ES’s short-term liquidity needs and to finance, on an initial basis, unregulated investments. As of September 30, 2023, NJR had seven letters of credit outstanding totaling $5.7M, which reduced the amount available under the NJR Credit Facility by the same amount.
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 Overview The financial results of HSO 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. HSO also includes organizational expenses incurred at NJR.
Clean Energy Ventures owns, operates and maintains the system over the life of the contract in exchange for monthly payments.
CEV owns, operates and maintains the system over the life of the contract in exchange for monthly payments.
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.
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.
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.
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.
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.
Based on average borrowings of $254.9M during the period, a 100 basis point change in the underlying average interest rate would have caused a change in interest expense of approximately $2.6M during fiscal 2023. Neither NJNG nor its assets are obligated or pledged to support the NJR Credit Facility.
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.
CEV’s expenditures include clean energy projects that support our goal to promote renewable energy. Accordingly, CEV 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 2024 to be between $140M and $204M.
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.
As of September 30, 2023, we had repurchased a total of approximately 17.8M of those shares and may repurchase an additional 1.7M shares under the approved program. There were no shares repurchased during fiscal 2023 and 2022.
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.
NJR, NJNG, CEV, S&T and ES 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.
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.
NJNG As of September 30, 2023, NJNG’s long-term debt consisted of $1.5B in fixed-rate debt issuances secured by the Mortgage Indenture, with maturities ranging from 2024 to 2061, and $22.9M in finance leases with various maturities ranging from 2024 to 2028.
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.
The credit declined to 26% for property under construction during 2020. In December 2020, the 26% 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% through the end of 2032.
Credit Ratings The table below summarizes NJNG’s credit ratings as of September 30, 2022, issued by two rating entities, Moody’s and Fitch: Moody’s Fitch Corporate Rating N/A A- Commercial Paper P-2 F-2 Senior Secured A1 A+ Ratings Outlook Stable Stable Fitch ratings and outlook were reaffirmed on April 14, 2022.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Credit Ratings The table below summarizes NJNG’s credit ratings as of September 30, 2023, issued by two rating entities, Moody’s and Fitch: Moody’s Fitch Corporate Rating N/A A- Commercial Paper P-2 F-2 Senior Secured A1 A+ Ratings Outlook Stable Stable The Fitch ratings and outlook were reaffirmed on April 24, 2023.
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.
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; timing of the collections of receivables and payments of current liabilities; volumes of natural gas purchased and sold; and timing of SREC deliveries.
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.
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.
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.
Contractual Obligations and Capital Expenditures As of September 30, 2023, there were NJR guarantees covering approximately $192.3M of natural gas purchases and ES demand fee commitments and nine outstanding letters of credit totaling $6.4M, as previously mentioned, not yet reflected in accounts payable on the Consolidated Balance Sheets.
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.
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.
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 is subject to 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 $50M with the total revolving credit commitments not exceeding $750M.
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.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) 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.
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.
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.
Operating Results The condensed financial results of Home Services and Other for the fiscal years ended September 30, are summarized as follows: (Thousands) 2022 2021 2020 Operating revenues $ 56,182 $ 52,229 $ 51,017 Income (loss) before income taxes $ 278 $ (1,022) $ 3,306 Income tax provision (benefit) $ 1,059 $ (196) $ (2,478) Net (loss) income $ (781) $ (826) $ 5,784 Operating Revenues Operating revenues increased $4.0 million during fiscal 2022, compared with fiscal 2021, due primarily to increased installation revenue at NJRHS.
Operating Results The condensed financial results of HSO for the fiscal years ended September 30, are summarized as follows: (Thousands) 2023 2022 2021 Operating revenues $ 57,638 $ 56,182 $ 52,229 Income (loss) before income taxes $ 3,281 $ 278 $ (1,022) Income tax (benefit) provision (1,477) 1,059 (196) Net income (loss) $ 4,758 $ (781) $ (826) Operating revenues increased $1.5M during fiscal 2023, compared with fiscal 2022, due primarily to increased service contract and installation revenue at NJRHS.
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) 2022 2021 2020 Net income (loss) $ 69,650 $ 58,957 $ (11,008) Add: Unrealized (gain) loss on derivative instruments and related transactions (60,000) 58,362 (8,583) Tax effect (1) 14,270 (13,875) 2,044 Effects of economic hedging related to natural gas inventory 19,939 (42,405) 12,690 Tax effect (4,738) 10,078 (3,016) Net financial earnings $ 39,121 $ 71,117 $ (7,873) (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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Net Financial Earnings A reconciliation of ES’s net income, the most directly comparable GAAP financial measure to NFE, is as follows for the fiscal years ended September 30: (Thousands) 2023 2022 2021 Net income $ 78,848 $ 69,650 $ 58,957 Add: Unrealized (gain) loss on derivative instruments and related transactions (48,251) (60,000) 58,362 Tax effect (1) 11,467 14,270 (13,875) Effects of economic hedging related to natural gas inventory 34,699 19,939 (42,405) Tax effect (8,246) (4,738) 10,078 Net financial earnings $ 68,517 $ 39,121 $ 71,117 (1) Includes taxes related to an intercompany transaction between NJNG and ES that have been eliminated in consolidation of approximately $(2.4)M and $1.0M for fiscal 2023 and 2021, respectively.
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.
Generally, when its transportation and storage contracts are exposed to periods of increased market volatility, ES is able to implement strategies that allow it to capture margin by improving the respective time or geographic spreads on a forward basis. ES accounts for its physical commodity contracts and its financial derivative instruments at fair value on the Consolidated Balance Sheets.
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.
S&T also has a 50% ownership interest in Steckman Ridge, a storage facility located in western Pennsylvania that operates under market-based rates. As of September 30, 2023, our investment in Steckman Ridge was $104.1M.
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); incur liens and encumbrances; make loans and investments; Page 58 New Jersey Resources Corporation Part II ITEM 7.
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% for NJR and 65% 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% of the borrower’s consolidated total capitalization, as those terms are defined in the applicable agreements); incur liens and encumbrances; make loans and investments; make dispositions of assets; make dividends or restricted payments; enter into transactions with affiliates; and merge, consolidate, transfer, sell or lease substantially all of the borrower’s assets.
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.
NJR will receive a total of approximately $260M in cash from fiscal 2022 through fiscal 2024 and $34M per year from fiscal 2025 through fiscal 2031 under the agreements. During fiscal 2023 and 2022, ES recognized $48.5M and $53.0M, respectively, of operating revenue on the Consolidated Statements of Operations.
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.
The NJNG Credit Facility is subject to a one-year extension beyond that date and 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 $50M up to a maximum of $100M.
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.
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, 6% per annum. Page 57 New Jersey Resources Corporation Part II ITEM 7.
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.
Changes in financing cash flows can also be impacted by natural gas management and marketing activities at ES and clean energy investments at CEV. Cash flows from financing activities totaled $59.7M during fiscal 2023, compared with $262.5M during fiscal 2022.
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.
Amounts received in excess of revenue, totaling $58.7M and $33.8M as of September 30, 2023 and 2022, respectively, are included in deferred revenue on the Consolidated Balance Sheets. Cash Flows Operating Activities Cash flows from operating activities during fiscal 2023 totaled $479.0M compared with $323.5M during fiscal 2022.
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.
In conjunction with the active management of these contracts, ES 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 are economically hedged through the use of financial derivative contracts.
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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) As of September 30, 2023, NJNG had two letters of credit outstanding for $0.7M, 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.
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.
During fiscal 2023, 2022 and 2021, CEV received proceeds of $167.8M, $24.1M and $17.7M, 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.
Financial Margin A reconciliation of gross margin, the closest GAAP financial measure, to Energy Services’ Financial Margin is as follows: (Thousands) 2022 2021 2020 Operating revenues $ 1,529,272 $ 1,228,420 $ 1,030,419 Less: Natural gas purchases 1,394,405 1,098,261 1,024,579 Operation and maintenance (1) 23,709 33,263 15,477 Depreciation and amortization 148 111 123 Gross margin 111,010 96,785 (9,760) Add: Operation and maintenance (1) 23,709 33,263 15,477 Depreciation and amortization 148 111 123 Unrealized (gain) loss on derivative instruments and related transactions (2) (60,000) 58,362 (8,583) Effects of economic hedging related to natural gas inventory (3) 19,939 (42,405) 12,690 Financial margin $ 94,806 $ 146,116 $ 9,947 (1) 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.
Financial Margin A reconciliation of gross margin, the closest GAAP financial measure, to ES’s Financial Margin is as follows: (Thousands) 2023 2022 2021 Operating revenues $ 691,616 $ 1,529,272 $ 1,228,420 Less: Natural gas purchases 558,932 1,394,405 1,098,261 Operation and maintenance (1) 20,199 23,709 33,263 Depreciation and amortization 221 148 111 Gross margin 112,264 111,010 96,785 Add: Operation and maintenance (1) 20,199 23,709 33,263 Depreciation and amortization 221 148 111 Unrealized (gain) loss on derivative instruments and related transactions (2) (48,251) (60,000) 58,362 Effects of economic hedging related to natural gas inventory (3) 34,699 19,939 (42,405) Financial margin $ 119,132 $ 94,806 $ 146,116 (1) Excludes general and administrative expenses of $(0.8)M, $15.4M and $17.6M for fiscal 2023, 2022 and 2021, respectively.
Solar Solar projects placed in service and related expenditures for the fiscal years ended September 30, are as follows: ($ in Thousands) 2022 2021 2020 Placed in service Projects MW Costs Projects MW Costs Projects MW Costs Grid-connected (1) (2) 3 14.0 $ 31,411 1 2.9 $ 3,433 9 60.1 $ 121,516 Net-metered: Commercial (1) 2 1.0 2,440 1 2.7 5,576 43 Residential 360 3.9 11,544 421 4.8 13,885 481 5.9 17,474 Total placed in service 365 18.9 $ 45,395 423 10.4 $ 22,894 490 66.0 $ 139,033 (1) Includes projects subject to sale leaseback arrangements.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Solar Solar projects placed in service and related expenditures for the fiscal years ended September 30, are as follows: ($ in Thousands) 2023 2022 2021 Placed in service Projects MW Costs Projects MW Costs Projects MW Costs Grid-connected (1) (2) 5 42.0 $ 106,558 3 14.0 $ 31,411 1 2.9 $ 3,433 Net-metered: Commercial (1) (3) 5 36.1 50,610 2 1.0 2,440 1 2.7 5,576 Residential 339 4.1 12,677 360 3.9 11,544 421 4.8 13,885 Total placed in service 349 82.2 $ 169,845 365 18.9 $ 45,395 423 10.4 $ 22,894 (1) Includes projects subject to sale leaseback arrangements.
A reconciliation of Storage and Transportations’ net income, the most directly comparable GAAP financial measure to NFE, is as follows: (Thousands) 2022 2021 2020 Net income (loss) $ 26,598 $ (67,787) $ 18,311 Add: (Gain on) impairment of equity method investment (5,521) 92,000 Tax effect 1,377 (11,167) Net financial earnings $ 22,454 $ 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.
A reconciliation of S&T’s net income, the most directly comparable GAAP financial measure to NFE, is as follows: (Thousands) 2023 2022 2021 Net income (loss) $ 13,154 $ 26,598 $ (67,787) Add: (Gain on) impairment of equity method investment (300) (5,521) 92,000 Tax effect (19) 1,377 (11,167) Net financial earnings $ 12,835 $ 22,454 $ 13,046 NFE decreased $9.6M during fiscal 2023, compared with fiscal 2022, due primarily to increased O&M, depreciation and interest expense, partially offset by higher operating revenue, as previously discussed.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeNJR 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.
Biggest changeES 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.
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Page 65 New Jersey Resources Corporation Part II ITEM 8.
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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.
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 576,000 customers throughout Burlington, Middlesex, Monmouth, Morris, Ocean and Sussex counties in New Jersey and is subject to rate regulation by the BPU.
Removed
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.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued) The following is a summary of fair market value of financial derivatives as of September 30, 2023, excluding foreign exchange contracts discussed below, by method of valuation and by maturity for each fiscal year period: (Thousands) 2024 2025 2026 - 2028 After 2028 Total Fair Value Price based on ICE $ 21,604 $ 593 $ 71 $ — $ 22,268 The following is a summary of financial derivatives by type as of September 30, 2023: Volume Bcf Price per MMBtu Amounts included in Derivatives (Thousands) NJNG Futures 32.1 $0.97 - $5.89 $ 6,090 ES Futures (6.9) $0.00 - $6.87 16,178 Total $ 22,268 The following table reflects the changes in the fair market value of physical commodity contracts: Balance Increase Less Balance (Thousands) September 30, 2022 (Decrease) in Fair Market Value Amounts Settled September 30, 2023 NJNG - Prices based on other external data $ 241 (26,852) (26,166) $ (445) ES - Prices based on other external data (20,379) 14,249 7,486 (13,616) Total $ (20,138) (12,603) (18,680) $ (14,061) 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.
Removed
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.
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Based on price sensitivity analysis, an illustrative 10% 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 $3.6M. This analysis does not include potential changes to reported credit adjustments embedded in the $14.4M reported fair value.
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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.
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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 $ — $ (1,805) $ (3,611) $ (5,417) $ (7,222) Ending derivative fair value $ 14,392 $ 12,587 $ 10,781 $ 8,975 $ 7,170 Percent decrease in NYMEX natural gas futures prices 0% (5)% (10)% (15)% (20)% Estimated change in derivative fair value $ — $ 1,805 $ 3,611 $ 5,417 $ 7,222 Ending derivative fair value $ 14,392 $ 16,197 $ 18,003 $ 19,809 $ 21,614 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, 2023.
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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.
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Gross credit exposure for ES 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.
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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.
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Gross credit exposure for S&T 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.
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Risk Factors , as well as the following, which are neither presented in order of importance nor weighted: • 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.
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The amounts presented in the next tables exclude accounts receivable for NJNG retail natural gas sales and services. Page 61 New Jersey Resources Corporation Part II ITEM 7A.
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Forward-looking statements made in this report apply only as of the date of this report.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued) ES’s, CEV’s and S&T’s counterparty credit exposure as of September 30, 2023, is as follows: (Thousands) Gross Credit Exposure Net Credit Exposure Investment grade $ 105,765 $ 102,746 Noninvestment grade 4,548 372 Internally-rated investment grade 19,549 18,802 Internally-rated noninvestment grade 19,897 16,850 Total $ 149,759 $ 138,770 NJNG’s counterparty credit exposure as of September 30, 2023, is as follows: (Thousands) Gross Credit Exposure Net Credit Exposure Investment grade $ 13,464 $ 13,112 Noninvestment grade 227 — Internally-rated investment grade 794 679 Internally-rated noninvestment grade 256 192 Total $ 14,741 $ 13,983 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.
Removed
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.
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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.
Removed
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.
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Any such loss could have a material impact on our financial condition, results of operations or cash flows. 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.
Removed
We are an exempt holding company under Section 1263 of the Energy Policy Act of 2005.
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We do not believe an immediate 10% 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.
Removed
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.
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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.
Removed
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.
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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.
Removed
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.
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Risk Factors for additional information related to the impact of recent increases in inflation rates. Page 62 New Jersey Resources Corporation Part II ITEM 8.
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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.
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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.
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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.
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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.
Removed
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.
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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, 2023.
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Assets composition by reporting segment and other business operations at September 30, are as follows: 2022 2021 Page 5 New Jersey Resources Corporation Part I ITEM 1. BUSINESS (Continued) Management uses NFE, a non-GAAP financial measure, when evaluating its operating results.
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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.
Removed
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.
Added
Based on the assessment, management concluded that, as of September 30, 2023, 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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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, 2023, which appears herein. November 21, 2023 Page 63 New Jersey Resources Corporation Part II ITEM 8.
Removed
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) 2022 2021 2020 Net income $ 274,922 $ 117,890 $ 163,007 Add: Unrealized (gain) loss on derivative instruments and related transactions (59,906) 54,203 (9,644) Tax effect 14,248 (12,887) 2,296 Effects of economic hedging related to natural gas inventory 19,939 (42,405) 12,690 Tax effect (4,738) 10,078 (3,016) (Gain on) impairment of equity method investment (5,521) 92,000 — Tax effect 1,377 (11,167) — NFE $ 240,321 $ 207,712 $ 165,333 Basic earnings per share $ 2.86 $ 1.23 $ 1.72 Add: Unrealized (gain) loss on derivative instruments and related transactions (0.62) 0.56 (0.10) Tax effect 0.15 (0.13) 0.02 Effects of economic hedging related to natural gas inventory 0.21 (0.44) 0.13 Tax effect (0.05) 0.10 (0.03) (Gain on) impairment of equity method investment (0.06) 0.96 — Tax effect 0.01 (0.12) — Basic NFE per share $ 2.50 $ 2.16 $ 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.
Added
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, 2023 and 2022, 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, 2023, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").
Added
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
Added
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, 2023, 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 21, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
Added
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.
Added
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.
Added
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.
Added
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 64 New Jersey Resources Corporation Part II ITEM 8.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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 due to refunds to customers. • 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.
Added
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 recorded and regulatory developments. /s/ Deloitte & Touche LLP Morristown, New Jersey November 21, 2023 We have served as the Company’s auditor since 1951.
Added
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, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Added
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Added
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, 2023, of the Company and our report dated November 21, 2023, expressed an unqualified opinion on those financial statements.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Added
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 21, 2023 Page 66 New Jersey Resources Corporation Part II ITEM 8.

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