SOUTH JERSEY INDUSTRIES INC - Quarter Report: 2021 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark one)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended March 31, 2021
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ______________________ | ||||
| Commission File Number | Exact name of registrant as specified in its charter | State of Incorporation | I.R.S. Employer Identification No. | ||||||||
| 1-6364 | South Jersey Industries, Inc. | New Jersey | 22-1901645 | ||||||||
| 000-22211 | South Jersey Gas Co | New Jersey | 21-0398330 | ||||||||
Address of principal executive offices | City | State | Zip Code | Registrant's telephone number, including area code | ||||||||||||||||
South Jersey Industries, Inc. | 1 South Jersey Plaza | Folsom | New Jersey | 08037 | (609) | 561-9000 | ||||||||||||||
South Jersey Gas Co | 1 South Jersey Plaza | Folsom | New Jersey | 08037 | (609) | 561-9000 | ||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
South Jersey Industries, Inc.
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
| Common Stock - $1.25 par value per share | SJI | New York Stock Exchange | ||||||
| 5.625% Junior Subordinated Notes due 2079 | SJIJ | New York Stock Exchange | ||||||
| Corporate Units | SJIV | New York Stock Exchange | ||||||
South Jersey Gas Co
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
| None | N/A | N/A | ||||||
Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that such registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether each registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that such registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| South Jersey Industries, Inc.: | |||||||||||||||||
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | ||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||
| South Jersey Gas Co: | |||||||||||||||||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | ||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||
If an emerging growth company, indicate by check mark if either registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether either registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
South Jersey Industries, Inc. (SJI) common stock ($1.25 par value) outstanding as of May 1, 2021 was 112,421,394 shares. South Jersey Gas Company common stock ($2.50 par value) outstanding as of May 1, 2021 was 2,339,139 shares. All of South Jersey Gas Company's outstanding shares of common stock are held by SJI Utilities, Inc., which is a wholly-owned subsidiary of SJI.
South Jersey Gas Company is an indirect wholly-owned subsidiary of SJI and meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q. As such, South Jersey Gas Company files its Quarterly Report on Form 10-Q with the reduced disclosure format authorized by General Instruction H.
TABLE OF CONTENTS
| PART I | FINANCIAL INFORMATION | Page No. | ||||||
| Item 1. | Financial Statements (Unaudited) | |||||||
| South Jersey Industries, Inc. | ||||||||
| South Jersey Gas Company | ||||||||
South Jersey Industries, Inc. and South Jersey Gas Company - Combined | ||||||||
Note 10. Lines of Credit & Short-Term Borrowings | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | OTHER INFORMATION | |||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 6. | ||||||||
GLOSSARY OF TERMS AND ABBREVIATIONS
| ACB | ACB Energy Partners, LLC | ||||
| ACLE | AC Landfill Energy, LLC | ||||
| ADIT | Accumulated Deferred Income Taxes | ||||
| AEP | Applied Energy Partners, LLC | ||||
| AFUDC | Allowance for Funds During Construction | ||||
| AIRP | Accelerated Infrastructure Replacement Program | ||||
| AMA | Asset Management Agreement | ||||
| Annadale | Annadale Community Clean Energy Projects LLC | ||||
| AOCL | Accumulated Other Comprehensive Loss | ||||
| ARO | Asset Retirement Obligation | ||||
| ASC | Accounting Standards Codification | ||||
| ASU | Accounting Standards Update | ||||
| ATM | At-The-Market | ||||
| BCLE | BC Landfill Energy, LLC | ||||
| BGSS | Basic Gas Supply Service | ||||
| BPU | New Jersey Board of Public Utilities | ||||
| CARES Act | Coronavirus Aid, Relief and Economic Security Act of 2020 | ||||
| Catamaran | Catamaran Renewables, LLC | ||||
| CEGR | Compounded Earnings Annual Growth Rate | ||||
| CEP | Clean Energy Program (ETG) | ||||
| CHP | Combined Heat and Power | ||||
| CIP | Conservation Incentive Program | ||||
| CLEP | Clean Energy Program (SJG) | ||||
| CODM | Chief Operating Decision Maker | ||||
| COVID-19 | Novel coronavirus | ||||
| DRP | Dividend Reinvestment Plan | ||||
| dt | Decatherm | ||||
| dts/d | Decatherms per day | ||||
| EDIT | Excess Deferred Income Taxes | ||||
| EEP | Energy Efficiency Program | ||||
| EET | Energy Efficiency Tracker | ||||
| EGR | Earnings Growth Rate | ||||
| ELK | Elkton Gas Company | ||||
| EMI | Energy & Minerals, Inc. | ||||
| EnerConnex | EnerConnex, LLC | ||||
| Energenic | Energenic US, LLC | ||||
| EnergyMark | EnergyMark, LLC | ||||
| EPS | Earnings Per Share | ||||
| ERIP | Early Retirement Incentive Program | ||||
| ERISA | Employee Retirement Income Security Act of 1974 | ||||
| ETG | Elizabethtown Gas Company | ||||
| ETG/ELK Acquisition | The Company's acquisition of the assets of Elizabethtown Gas Company and Elkton Gas Company effective July 1, 2018, from Pivotal Utility Holdings, Inc., a subsidiary of Southern Company Gas | ||||
| FASB | Financial Accounting Standards Board | ||||
| FERC | Federal Energy Regulatory Commission | ||||
| GAAP | Generally Accepted Accounting Principles for financial reporting in the United States | ||||
4
| IAM | International Association of Machinists and Aerospace Workers | ||||
| IBEW | International Brotherhood of Electrical Workers | ||||
| IIP | Infrastructure Investment Programs | ||||
| ITC | Investment Tax Credit | ||||
| LIBOR | London Interbank Offer Rate | ||||
| LMP | Locational Marginal Price | ||||
| Marina | Marina Energy, LLC | ||||
| Midstream | SJI Midstream, LLC | ||||
| Millennium | Millennium Account Services, LLC | ||||
| MPSC | Maryland Public Service Commission | ||||
| MMdts | One million decatherms | ||||
| MMmWh | One million megawatt hours | ||||
| Morie | The Morie Company, Inc. | ||||
| MTF | Marina Thermal Facility | ||||
| MTN | Medium Term Notes | ||||
| MW | Megawatt | ||||
| MWh | Megawatt-hours | ||||
| NCI | Noncontrolling Interest | ||||
| NOL | Net Operating Loss | ||||
| Non-GAAP | The financial measures that are not prepared in accordance with U.S. GAAP | ||||
| NPA | Note Purchase Agreement | ||||
| NJEDA | New Jersey Economic Development Authority | ||||
| NYMEX | New York Mercantile Exchange | ||||
| OSMC | On-System Margin Sharing Credit | ||||
| OSS | Off-System Sales | ||||
| PennEast | PennEast Pipeline, LLC | ||||
| Potato Creek | Potato Creek, LLC | ||||
| RAC | Remediation Adjustment Clause | ||||
| REV | REV LNG, LLC | ||||
| RNG | Renewable Natural Gas | ||||
| ROE | Return on Equity | ||||
| ROU | Right of Use | ||||
| SBC | Societal Benefits Clause | ||||
| SCLE | SC Landfill Energy, LLC | ||||
| SEC | Securities and Exchange Commission | ||||
| SERP | Supplemental Executive Retirement Plan | ||||
| SHARP | Storm Hardening and Reliability Program | ||||
| SJE | South Jersey Energy Company | ||||
| SJEI | SJI Energy Investments, LLC | ||||
| SJES | South Jersey Energy Solutions, LLC | ||||
| SJESP | South Jersey Energy Service Plus, LLC | ||||
| SJEX | South Jersey Exploration, LLC | ||||
| SJF | South Jersey Fuel, Inc. | ||||
| SJG | South Jersey Gas Co or South Jersey Gas Company | ||||
| SJI | South Jersey Industries, Inc., or the Company | ||||
| SJIU | SJI Utilities, Inc. | ||||
| SJRG | South Jersey Resources Group, LLC | ||||
5
| SRECs | Solar Renewable Energy Credits | ||||
| SXLE | SX Landfill Energy, LLC | ||||
| Tax Reform | Tax Cuts and Jobs Act which was enacted into law on December 22, 2017 | ||||
| TIC | Transportation Initiation Clause | ||||
| TSA | Transition Services Agreement | ||||
| TSR | Total Shareholder Return | ||||
| Utilities | Represents SJI's three utility businesses: SJG, ETG, and until its sale, ELK | ||||
| UWUA | United Workers Union of America | ||||
| VSIP | Voluntary Separation Incentive Program | ||||
| WNC | Weather Normalization Clause | ||||
6
INTRODUCTION
FILING FORMAT
This Quarterly Report on Form 10-Q is a combined report being filed separately by two registrants: South Jersey Industries, Inc. (SJI) and South Jersey Gas Company (SJG). Information relating to SJI or any of its subsidiaries, other than SJG, is filed by SJI on its own behalf. SJG is only responsible for information about itself.
Except where the content clearly indicates otherwise, any reference in the report to "SJI," "the Company," "we," "us" or "our" is to the holding company or SJI and all of its subsidiaries, including SJG, which is a wholly-owned subsidiary of SJI Utilities, Inc. (which is wholly-owned by SJI).
Part 1 - Financial information in this Quarterly Report on Form 10-Q includes separate financial statements (i.e., balance sheets, statements of income, statements of comprehensive income, statements of equity and statements of cash flows) for each of SJI and SJG. The Notes to Unaudited Condensed Consolidated Financial Statements are presented on a combined basis for both SJI and SJG. Management's Discussion and Analysis of Financial Condition and Results of Operations (Management's Discussion) included under Item 2 is divided into two major sections: SJI and SJG.
7
Item 1. Condensed Consolidated Financial Statements
SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In Thousands, Except for Per Share Data)
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Operating Revenues: | |||||||||||
| Utility | $ | 402,616 | $ | 386,881 | |||||||
| Nonutility | 271,684 | 147,231 | |||||||||
| Total Operating Revenues | 674,300 | 534,112 | |||||||||
| Operating Expenses: | |||||||||||
| Cost of Sales - (Excluding depreciation and amortization) | |||||||||||
| - Utility | 126,513 | 135,326 | |||||||||
| - Nonutility | 245,061 | 130,742 | |||||||||
| Operations and Maintenance | 70,103 | 71,951 | |||||||||
| Depreciation | 31,812 | 26,469 | |||||||||
| Energy and Other Taxes | 3,983 | 3,862 | |||||||||
| Total Operating Expenses | 477,472 | 368,350 | |||||||||
| Operating Income | 196,828 | 165,762 | |||||||||
| Other Income and Expense | 2,068 | (1,147) | |||||||||
| Interest Charges | (31,459) | (32,536) | |||||||||
| Income Before Income Taxes | 167,437 | 132,079 | |||||||||
| Income Taxes | (41,769) | (33,370) | |||||||||
| Equity in Earnings of Affiliated Companies | 3,130 | 2,391 | |||||||||
| Income from Continuing Operations | 128,798 | 101,100 | |||||||||
| Loss from Discontinued Operations - (Net of tax benefit) | (71) | (59) | |||||||||
| Net Income | 128,727 | 101,041 | |||||||||
| Less: Income Attributable to Noncontrolling Interest | 129 | — | |||||||||
| Net Income Attributable to South Jersey Industries, Inc. | $ | 128,598 | $ | 101,041 | |||||||
| Basic Earnings Per Common Share: | |||||||||||
| Continuing Operations | $ | 1.28 | $ | 1.09 | |||||||
| Discontinued Operations | — | — | |||||||||
| Net Income | 1.28 | 1.09 | |||||||||
| Less: Income Attributable to Noncontrolling Interest | — | — | |||||||||
| Net Income Attributable to South Jersey Industries, Inc. | $ | 1.28 | $ | 1.09 | |||||||
| Average Shares of Common Stock Outstanding - Basic | 100,845 | 92,445 | |||||||||
| Diluted Earnings Per Common Share: | |||||||||||
| Continuing Operations | $ | 1.26 | $ | 1.09 | |||||||
| Discontinued Operations | — | — | |||||||||
| Net Income | 1.26 | 1.09 | |||||||||
| Less: Income Attributable to Noncontrolling Interest | — | — | |||||||||
| Net Income Attributable to South Jersey Industries, Inc. | $ | 1.26 | $ | 1.09 | |||||||
| Average Shares of Common Stock Outstanding - Diluted | 101,937 | 92,556 | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
8
SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In Thousands)
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Net Income | $ | 128,727 | $ | 101,041 | |||||||
| Other Comprehensive Income, Net of Tax: | |||||||||||
Reclassification of Unrealized Gain on Derivatives - Other to Net Income, net of tax of $(4) and $(4), respectively | 8 | 8 | |||||||||
| Other Comprehensive Income - Net of Tax | 8 | 8 | |||||||||
| Comprehensive Income | 128,735 | 101,049 | |||||||||
| Less: Comprehensive Income Attributable to Noncontrolling Interest | 129 | — | |||||||||
| Comprehensive Income Attributable to South Jersey Industries, Inc. | $ | 128,606 | $ | 101,049 | |||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
9
SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Net Cash Provided by Operating Activities | $ | 198,463 | $ | 165,898 | |||||||
| Cash Flows from Investing Activities: | |||||||||||
| Capital Expenditures | (105,380) | (113,671) | |||||||||
| Proceeds from Business Dispositions and Sale of Property, Plant & Equipment | — | 104,275 | |||||||||
| Investment in Contract Receivables | (6,166) | (7,402) | |||||||||
| Proceeds from Contract Receivables | 3,370 | 4,665 | |||||||||
| Investment in Affiliates | (196) | (502) | |||||||||
| Net Repayment of Notes Receivable - Affiliates | 311 | 2,580 | |||||||||
| Acquisition/Divestiture Working Capital Settlement | (267) | — | |||||||||
| Other | (4,000) | — | |||||||||
| Net Cash Used in Investing Activities | (112,328) | (10,055) | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Net Repayments of Short-Term Credit Facilities | (425,100) | (151,400) | |||||||||
| Proceeds from Issuance of Long-Term Debt | 300,000 | — | |||||||||
| Principal Repayments of Long-Term Debt | (2,500) | — | |||||||||
| Payments for Issuance of Long-Term Debt | (9,108) | (791) | |||||||||
| Proceeds from Sale of Common Stock | 42,272 | — | |||||||||
| Payments for the Issuance of Common Stock | (1,662) | — | |||||||||
| Net Cash Used in Financing Activities | (96,098) | (152,191) | |||||||||
| Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | (9,963) | 3,652 | |||||||||
| Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 41,831 | 28,381 | |||||||||
| Cash, Cash Equivalents and Restricted Cash at End of Period | $ | 31,868 | $ | 32,033 | |||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
10
SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In Thousands)
| March 31, 2021 | December 31, 2020 | ||||||||||
| Assets | |||||||||||
| Property, Plant and Equipment: | |||||||||||
| Utility Plant, at original cost | $ | 5,350,943 | $ | 5,265,661 | |||||||
| Accumulated Depreciation | (940,177) | (914,122) | |||||||||
| Nonutility Property and Equipment, at cost | 149,606 | 147,764 | |||||||||
| Accumulated Depreciation | (35,374) | (35,069) | |||||||||
| Property, Plant and Equipment - Net | 4,524,998 | 4,464,234 | |||||||||
| Investments: | |||||||||||
| Available-for-Sale Securities | 32 | 32 | |||||||||
| Restricted | 1,482 | 7,786 | |||||||||
| Investment in Affiliates | 112,936 | 106,230 | |||||||||
| Total Investments | 114,450 | 114,048 | |||||||||
| Current Assets: | |||||||||||
| Cash and Cash Equivalents | 30,386 | 34,045 | |||||||||
| Accounts Receivable | 327,832 | 278,723 | |||||||||
| Unbilled Revenues | 68,155 | 85,423 | |||||||||
| Provision for Uncollectibles | (35,855) | (30,582) | |||||||||
| Notes Receivable - Affiliate | 2,536 | 2,847 | |||||||||
| Natural Gas in Storage, average cost | 18,800 | 39,440 | |||||||||
| Materials and Supplies, average cost | 1,749 | 2,561 | |||||||||
| Prepaid Taxes | 13,623 | 23,851 | |||||||||
| Derivatives - Energy Related Assets | 38,541 | 41,439 | |||||||||
| Other Prepayments and Current Assets | 23,148 | 29,081 | |||||||||
| Total Current Assets | 488,915 | 506,828 | |||||||||
| Regulatory and Other Noncurrent Assets: | |||||||||||
| Regulatory Assets | 650,710 | 673,992 | |||||||||
| Derivatives - Energy Related Assets | 16,084 | 6,935 | |||||||||
| Notes Receivable - Affiliate | 30,835 | 31,073 | |||||||||
| Contract Receivables | 43,934 | 41,428 | |||||||||
| Goodwill | 706,960 | 706,960 | |||||||||
| Other | 137,622 | 143,650 | |||||||||
| Total Regulatory and Other Noncurrent Assets | 1,586,145 | 1,604,038 | |||||||||
| Total Assets | $ | 6,714,508 | $ | 6,689,148 | |||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
11
SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In Thousands)
| March 31, 2021 | December 31, 2020 | ||||||||||
| Capitalization and Liabilities | |||||||||||
| Equity: | |||||||||||
| Common Stock | $ | 128,215 | $ | 125,740 | |||||||
| Premium on Common Stock | 1,193,552 | 1,218,000 | |||||||||
| Treasury Stock (at par) | (264) | (321) | |||||||||
| Accumulated Other Comprehensive Loss | (38,208) | (38,216) | |||||||||
| Retained Earnings | 453,823 | 355,678 | |||||||||
| Total South Jersey Industries, Inc. Equity | 1,737,118 | 1,660,881 | |||||||||
| Noncontrolling Interest | 6,124 | 5,995 | |||||||||
| Total Equity | 1,743,242 | 1,666,876 | |||||||||
| Long-Term Debt | 3,063,394 | 2,776,400 | |||||||||
| Total Capitalization | 4,806,636 | 4,443,276 | |||||||||
| Current Liabilities: | |||||||||||
| Notes Payable | 171,300 | 596,400 | |||||||||
| Current Portion of Long-Term Debt | 142,801 | 142,801 | |||||||||
| Accounts Payable | 218,078 | 256,589 | |||||||||
| Customer Deposits and Credit Balances | 29,039 | 35,899 | |||||||||
| Environmental Remediation Costs | 47,803 | 45,265 | |||||||||
| Taxes Accrued | 14,560 | 6,025 | |||||||||
| Derivatives - Energy Related Liabilities | 21,837 | 27,006 | |||||||||
| Deferred Contract Revenues | 514 | 479 | |||||||||
| Derivatives - Other Current | 502 | 659 | |||||||||
| Dividends Payable | 30,453 | — | |||||||||
| Interest Accrued | 31,664 | 21,140 | |||||||||
| Pension Benefits | 3,704 | 3,704 | |||||||||
| Other Current Liabilities | 40,444 | 27,665 | |||||||||
| Total Current Liabilities | 752,699 | 1,163,632 | |||||||||
| Deferred Credits and Other Noncurrent Liabilities: | |||||||||||
| Deferred Income Taxes - Net | 188,800 | 149,534 | |||||||||
| Pension and Other Postretirement Benefits | 132,199 | 135,023 | |||||||||
| Environmental Remediation Costs | 139,954 | 148,310 | |||||||||
| Asset Retirement Obligations | 203,539 | 202,092 | |||||||||
| Derivatives - Energy Related Liabilities | 11,818 | 4,947 | |||||||||
| Derivatives - Other Noncurrent | 6,939 | 9,279 | |||||||||
| Regulatory Liabilities | 418,089 | 420,577 | |||||||||
| Other | 53,835 | 12,478 | |||||||||
| Total Deferred Credits and Other Noncurrent Liabilities | 1,155,173 | 1,082,240 | |||||||||
| Commitments and Contingencies (Note 11) | |||||||||||
| Total Capitalization and Liabilities | $ | 6,714,508 | $ | 6,689,148 | |||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
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SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
(In Thousands, Except for Per Share Data)
| Common Stock | Premium on Common Stock | Treasury Stock | AOCL | Retained Earnings | Total South Jersey Industries, Inc. Equity | NCI | Total Equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2021 | $ | 125,740 | $ | 1,218,000 | $ | (321) | $ | (38,216) | $ | 355,678 | $ | 1,660,881 | $ | 5,995 | $ | 1,666,876 | ||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | 128,598 | 128,598 | 129 | 128,727 | ||||||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Income, Net of Tax | — | — | — | 8 | — | 8 | — | 8 | ||||||||||||||||||||||||||||||||||||||||||
| Common Stock Issued or Granted Through Equity Offering or Stock Plans | 2,475 | 37,771 | 57 | — | — | 40,303 | — | 40,303 | ||||||||||||||||||||||||||||||||||||||||||
| Contract Liability Adjustment (see Note 4) | — | (62,219) | — | — | — | (62,219) | — | (62,219) | ||||||||||||||||||||||||||||||||||||||||||
Cash Dividends Declared - Common Stock ($0.303 per share) | — | — | — | — | (30,453) | (30,453) | — | (30,453) | ||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | 128,215 | $ | 1,193,552 | $ | (264) | $ | (38,208) | $ | 453,823 | $ | 1,737,118 | $ | 6,124 | $ | 1,743,242 | ||||||||||||||||||||||||||||||||||
| Common Stock | Premium on Common Stock | Treasury Stock | AOCL | Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||||
| Balance at January 1, 2020 | $ | 115,493 | $ | 1,027,902 | $ | (289) | $ | (32,558) | $ | 313,237 | $ | 1,423,785 | ||||||||||||||||||||||||||
| Net Income | — | — | — | — | 101,041 | 101,041 | ||||||||||||||||||||||||||||||||
| Other Comprehensive Income, Net of Tax | — | — | — | 8 | — | 8 | ||||||||||||||||||||||||||||||||
| Common Stock Issued or Granted Through Equity Offering or Stock Plans | 62 | (352) | 15 | — | — | (275) | ||||||||||||||||||||||||||||||||
Cash Dividends Declared - Common Stock ($0.295 per share) | — | — | — | — | (27,276) | (27,276) | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2020 | $ | 115,555 | $ | 1,027,550 | $ | (274) | $ | (32,550) | $ | 387,002 | $ | 1,497,283 | ||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
13
SOUTH JERSEY GAS COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(In Thousands)
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Operating Revenues | $ | 251,399 | $ | 240,694 | |||||||
| Operating Expenses: | |||||||||||
| Cost of Sales (Excluding depreciation and amortization) | 74,537 | 80,534 | |||||||||
| Operations and Maintenance | 37,268 | 37,194 | |||||||||
| Depreciation | 19,208 | 16,706 | |||||||||
| Energy and Other Taxes | 1,544 | 1,615 | |||||||||
| Total Operating Expenses | 132,557 | 136,049 | |||||||||
| Operating Income | 118,842 | 104,645 | |||||||||
| Other Income and Expense | 1,615 | (1,350) | |||||||||
| Interest Charges | (9,725) | (7,542) | |||||||||
| Income Before Income Taxes | 110,732 | 95,753 | |||||||||
| Income Taxes | (27,114) | (25,231) | |||||||||
| Net Income | $ | 83,618 | $ | 70,522 | |||||||
The accompanying notes are an integral part of the condensed financial statements.
14
SOUTH JERSEY GAS COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In Thousands)
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Net Income | $ | 83,618 | $ | 70,522 | |||||||
| Other Comprehensive Income - Net of Tax: | |||||||||||
Reclassification of Unrealized Gain on Derivatives - Other to Net Loss, net of tax of $(4) and $(4), respectively | 8 | 8 | |||||||||
| Other Comprehensive Income - Net of Tax | 8 | 8 | |||||||||
| Comprehensive Income | $ | 83,626 | $ | 70,530 | |||||||
The accompanying notes are an integral part of the condensed financial statements.
15
SOUTH JERSEY GAS COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Net Cash Provided by Operating Activities | 125,284 | 86,431 | |||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Capital Expenditures | (61,437) | (53,399) | |||||||||
| Investment in Contract Receivables | (6,166) | (7,402) | |||||||||
| Proceeds from Contract Receivables | 3,370 | 4,665 | |||||||||
| Net Cash Used in Investing Activities | (64,233) | (56,136) | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Net Repayments of Short-Term Credit Facilities | (47,500) | (28,800) | |||||||||
| Principal Repayments of Long-Term Debt | (2,500) | — | |||||||||
| Payments for Issuance of Long-Term Debt | (9) | (600) | |||||||||
| Net Cash Used in Financing Activities | (50,009) | (29,400) | |||||||||
| Net Increase in Cash, Cash Equivalents and Restricted Cash | 11,042 | 895 | |||||||||
| Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 6,424 | 6,751 | |||||||||
| Cash, Cash Equivalents and Restricted Cash at End of Period | $ | 17,466 | $ | 7,646 | |||||||
The accompanying notes are an integral part of the condensed financial statements.
16
SOUTH JERSEY GAS COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
(In Thousands)
| March 31, 2021 | December 31, 2020 | ||||||||||
| Assets | |||||||||||
| Property, Plant and Equipment: | |||||||||||
| Utility Plant, at original cost | $ | 3,436,938 | $ | 3,387,831 | |||||||
| Accumulated Depreciation | (621,825) | (606,925) | |||||||||
| Property, Plant and Equipment - Net | 2,815,113 | 2,780,906 | |||||||||
| Investments: | |||||||||||
| Restricted Investments | 1,482 | 4,826 | |||||||||
| Total Investments | 1,482 | 4,826 | |||||||||
| Current Assets: | |||||||||||
| Cash and Cash Equivalents | 15,984 | 1,598 | |||||||||
| Accounts Receivable | 130,286 | 88,657 | |||||||||
| Accounts Receivable - Related Parties | 2,904 | 3,989 | |||||||||
| Unbilled Revenues | 35,362 | 46,837 | |||||||||
| Provision for Uncollectibles | (20,473) | (17,359) | |||||||||
| Natural Gas in Storage, average cost | 4,643 | 14,050 | |||||||||
| Materials and Supplies, average cost | 619 | 619 | |||||||||
| Prepaid Taxes | 11,514 | 19,522 | |||||||||
| Derivatives - Energy Related Assets | 4,382 | 4,053 | |||||||||
| Other Prepayments and Current Assets | 8,870 | 12,710 | |||||||||
| Total Current Assets | 194,091 | 174,676 | |||||||||
| Regulatory and Other Noncurrent Assets: | |||||||||||
| Regulatory Assets | 473,402 | 495,084 | |||||||||
| Contract Receivables | 43,934 | 41,428 | |||||||||
| Derivatives - Energy Related Assets | — | 87 | |||||||||
| Other | 26,117 | 25,258 | |||||||||
| Total Regulatory and Other Noncurrent Assets | 543,453 | 561,857 | |||||||||
| Total Assets | $ | 3,554,139 | $ | 3,522,265 | |||||||
The accompanying notes are an integral part of the condensed financial statements.
17
SOUTH JERSEY GAS COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
(In Thousands)
| March 31, 2021 | December 31, 2020 | ||||||||||
| Capitalization and Liabilities | |||||||||||
| Equity: | |||||||||||
| Common Stock | $ | 5,848 | $ | 5,848 | |||||||
| Other Paid-In Capital and Premium on Common Stock | 465,244 | 465,244 | |||||||||
| Accumulated Other Comprehensive Loss | (31,598) | (31,606) | |||||||||
| Retained Earnings | 947,858 | 864,240 | |||||||||
| Total Equity | 1,387,352 | 1,303,726 | |||||||||
| Long-Term Debt | 1,013,940 | 1,016,280 | |||||||||
| Total Capitalization | 2,401,292 | 2,320,006 | |||||||||
| Current Liabilities: | |||||||||||
| Notes Payable | — | 47,500 | |||||||||
| Current Portion of Long-Term Debt | 52,809 | 52,809 | |||||||||
| Accounts Payable - Commodity | 17,541 | 22,199 | |||||||||
| Accounts Payable - Other | 37,070 | 44,186 | |||||||||
| Accounts Payable - Related Parties | 7,098 | 11,049 | |||||||||
| Derivatives - Energy Related Liabilities | 352 | 2,868 | |||||||||
| Derivatives - Other Current | 502 | 659 | |||||||||
| Customer Deposits and Credit Balances | 16,950 | 23,637 | |||||||||
| Environmental Remediation Costs | 24,280 | 23,067 | |||||||||
| Taxes Accrued | 8,543 | 3,942 | |||||||||
| Pension Benefits | 3,669 | 3,669 | |||||||||
| Interest Accrued | 13,653 | 10,961 | |||||||||
| Other Current Liabilities | 7,127 | 7,798 | |||||||||
| Total Current Liabilities | 189,594 | 254,344 | |||||||||
| Regulatory and Other Noncurrent Liabilities: | |||||||||||
| Regulatory Liabilities | 237,738 | 245,360 | |||||||||
| Deferred Income Taxes - Net | 431,761 | 403,609 | |||||||||
| Environmental Remediation Costs | 74,299 | 78,176 | |||||||||
| Asset Retirement Obligations | 90,183 | 89,252 | |||||||||
| Pension and Other Postretirement Benefits | 117,264 | 116,973 | |||||||||
| Derivatives - Energy Related Liabilities | 275 | 190 | |||||||||
| Derivatives - Other Noncurrent | 6,939 | 9,279 | |||||||||
| Other | 4,794 | 5,076 | |||||||||
| Total Regulatory and Other Noncurrent Liabilities | 963,253 | 947,915 | |||||||||
| Commitments and Contingencies (Note 11) | |||||||||||
| Total Capitalization and Liabilities | $ | 3,554,139 | $ | 3,522,265 | |||||||
The accompanying notes are an integral part of the condensed financial statements.
18
SOUTH JERSEY GAS COMPANY
CONDENSED STATEMENTS OF CHANGES IN COMMON EQUITY (UNAUDITED)
(In Thousands)
| Common Stock | Other Paid-In Capital and Premium on Common Stock | AOCL | Retained Earnings | Total | |||||||||||||||||||||||||
| Balance at January 1, 2021 | $ | 5,848 | $ | 465,244 | $ | (31,606) | $ | 864,240 | $ | 1,303,726 | |||||||||||||||||||
| Net Income | — | — | — | 83,618 | 83,618 | ||||||||||||||||||||||||
| Other Comprehensive Income, Net of Tax | — | — | 8 | — | 8 | ||||||||||||||||||||||||
| Balance at March 31, 2021 | 5,848 | 465,244 | (31,598) | 947,858 | 1,387,352 | ||||||||||||||||||||||||
| Balance at January 1, 2020 | $ | 5,848 | $ | 355,744 | $ | (27,875) | $ | 756,181 | $ | 1,089,898 | |||||||||||||||||||
| Net Income | — | — | — | 70,522 | 70,522 | ||||||||||||||||||||||||
| Other Comprehensive Income, Net of Tax | — | — | 8 | — | 8 | ||||||||||||||||||||||||
| Balance at March 31, 2020 | $ | 5,848 | $ | 355,744 | $ | (27,867) | $ | 826,703 | $ | 1,160,428 | |||||||||||||||||||
The accompanying notes are an integral part of the condensed financial statements.
19
Notes to Condensed Consolidated Financial Statements
1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
GENERAL - SJI provides a variety of energy-related products and services primarily through the following wholly-owned subsidiaries:
▪SJIU is a holding company that owns SJG and ETG and, until its sale, owned ELK.
•SJG is a regulated natural gas utility which distributes natural gas in the seven southernmost counties of New Jersey.
•ETG is a regulated natural gas utility which distributes natural gas in seven counties in northern and central New Jersey.
•ELK is a regulated natural gas utility which distributes natural gas in northern Maryland. On July 31, 2020, SJI sold ELK to a third-party buyer (see "Sale of ELK" below).
▪SJE acquires and markets electricity to retail end users.
▪SJRG markets natural gas storage, commodity and transportation assets along with fuel management services on a wholesale basis in the mid-Atlantic, Appalachian and southern states.
▪SJEX owns oil, gas and mineral rights in the Marcellus Shale region of Pennsylvania.
▪Marina, which makes up SJI's Renewables operating segment, develops and operates on-site energy-related projects. Marina includes the Catamaran joint venture that was entered into in August 2020, which owns Annadale, an operator of fuel cell projects in New York. Marina owns 93% of Annadale, and we record the remaining ownership percentage as noncontrolling interest in the condensed consolidated financial statements. Previously, Marina also included MTF and ACB, which were sold to a third-party buyer in February 2020 (see "Sale of MTF & ACB" below), and a solar project that was sold in March 2020 (see "Sale of Solar Assets" below). The principal wholly-owned subsidiaries of Marina are:
•ACLE, BCLE, SCLE and SXLE, which own and operate landfill gas-to-energy production facilities in Atlantic, Burlington, Salem and Sussex Counties, respectively, located in New Jersey. On June 1, 2020, the BCLE, SCLE, and SXLE landfill gas-to-energy production facilities ceased operations after receiving approval from their respective local governmental authorities to do so.
•Entities which own and operate rooftop solar generation sites acquired in the second half of 2020, located in New Jersey.
▪SJESP receives commissions on appliance service contracts from a third party.
▪Midstream invests in infrastructure and other midstream projects, including PennEast. See Note 3.
▪SJEI provides energy procurement and cost reduction services. The significant wholly-owned subsidiaries of SJEI include:
•AEP, an aggregator, broker and consultant in the retail energy markets that matches end users with suppliers for the procurement of natural gas and electricity.
•EnerConnex, an aggregator, broker and consultant in the retail and wholesale energy markets that matches end users with suppliers for the procurement of natural gas and electricity. On August 7, 2020, SJEI acquired the remaining 75% of EnerConnex, of which SJEI previously held a 25% interest.
•SJI Renewable Energy Ventures, LLC and SJI RNG Devco, LLC, which hold our equity interest in REV and our renewable natural gas development rights in certain dairy farms, respectively.
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BASIS OF PRESENTATION - SJI's condensed consolidated financial statements include the accounts of SJI, its direct and indirect wholly-owned subsidiaries (including SJG) and subsidiaries in which SJI has a controlling interest. All significant intercompany accounts and transactions have been eliminated in consolidation. In management’s opinion, the condensed consolidated financial statements of SJI and SJG reflect all normal recurring adjustments needed to fairly present their respective financial positions, operating results and cash flows at the dates and for the periods presented. SJI’s and SJG's businesses are subject to seasonal fluctuations and, accordingly, this interim financial information should not be the basis for estimating the full year’s operating results.
As permitted by the rules and regulations of the SEC, the accompanying unaudited condensed consolidated financial statements of SJI and SJG contain certain condensed financial information and exclude certain footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with GAAP. These financial statements should be read in conjunction with SJI’s and SJG's Annual Reports on Form 10-K for the year ended December 31, 2020. There were no significant changes in or changes in the application of the Company’s significant or critical accounting policies or estimation procedures for the three months ended March 31, 2021 as compared with the significant accounting policies described in the Company’s audited consolidated financial statements for the year ended December 31, 2020, except for the identification of our segments as discussed in Note 6.
Certain prior years' data presented in the financial statements and footnotes have been reclassified to conform to the current year presentation. These reclassifications had no impact on the Company's results of operations, financial position or cash flows.
ESTIMATES AND ASSUMPTIONS - The condensed consolidated financial statements were prepared to conform with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and related disclosures. Therefore, actual results could differ from those estimates. Significant estimates include amounts related to regulatory accounting, energy derivatives, environmental remediation costs, legal contingencies, pension and other postretirement benefit costs, revenue recognition, goodwill, evaluation of equity method investments for other-than-temporary impairment, and allowance for credit losses. Estimates may be subject to future uncertainties, including the continued evolution of the COVID-19 pandemic and its impact on our operations and economic conditions, which could affect the fair value of the ETG reporting unit and its goodwill balance (see Note 17), as well as the allowance for credit losses and the total impact and potential recovery of incremental costs associated with COVID-19 (see Notes 5 and 8).
ACQUISITIONS - SJI had no acquisitions for the three months ended March 31, 2021 and 2020, respectively. For further discussion on prior acquisitions, refer to Note 1 "Summary of Significant Accounting Policies" of SJI's Annual Report on Form 10-K for the year ended December 31, 2020.
SALE OF SOLAR ASSETS - On June 27, 2018, the Company, through its wholly-owned subsidiary, Marina, entered into a series of agreements whereby Marina agreed to sell its then-existing portfolio of solar energy projects (for this section, the "Projects"), along with the assets comprising the Projects. These sales occurred during 2018-2020, including one project sold during the first quarter of 2020 for total consideration of $7.2 million. In connection with this transaction, Marina is leasing back from the buyer certain of the Projects that have not yet passed the fifth anniversary of their placed-in-service dates for U.S. federal income tax purposes. The leaseback runs from the date each such project was acquired by the buyer until the later of the first anniversary of the applicable acquisition date and the fifth anniversary of the applicable placed-in-service date of the project. As of March 31, 2021, there are ten such projects being leased back from the buyer through the end of 2021, which is the fifth anniversary of their placed-in-service date. The results of these projects being leased back are not material.
SALE OF MTF & ACB - On February 18, 2020, the Company sold MTF and ACB to a third-party buyer for a final sales price of $97.0 million including working capital.
SALE OF ELK - On July 31, 2020, the Company sold ELK to a third-party buyer. Total consideration received in 2020 was approximately $15.6 million. The working capital settlement finalized in the first quarter of 2021 was not material.
IMPAIRMENT OF LONG-LIVED ASSETS - See Note 1 to the Consolidated Financial Statements under "Impairment of Long-Lived Assets" in Item 8 of the Form 10-K for the year ended December 31, 2020 for additional information regarding the Company's policy on impairments of long-lived assets. No impairments were identified at SJI or SJG for the three months ended March 31, 2021 and 2020, respectively.
See discussion of impairment considerations related to goodwill and other intangible assets in Note 17.
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REGULATION - The Utilities are subject to the rules and regulations of the BPU. See Note 7 for a discussion of the Utilities' rate structure and regulatory actions. The Utilities maintain their accounts according to the BPU's prescribed Uniform System of Accounts. The Utilities follow the accounting for regulated enterprises prescribed by ASC 980, Regulated Operations, which allows for the deferral of certain costs (regulatory assets) and creation of certain obligations (regulatory liabilities) when it is probable that such items will be recovered from or refunded to customers in future periods. See Note 8 for more information related to regulatory assets and liabilities.
OPERATING REVENUES - Gas and electric revenues are recognized in the period the commodity is delivered to customers. For retail customers (including SJG) that are not billed at the end of the month, we record an estimate to recognize unbilled revenues for gas and electricity delivered from the date of the last meter reading to the end of the month. The Utilities also have revenues that arise from alternative revenue programs, which are discussed in Note 15. For ETG and SJG, unrealized gains and losses on energy-related derivative instruments are recorded in Regulatory Assets or Regulatory Liabilities on the condensed consolidated balance sheets of SJI and SJG (see Note 12) until they become realized, in which case they are recognized in operating revenues. SJRG's gas revenues are recognized in the period the commodity is delivered, and operating revenues for SJRG include realized and unrealized gains and losses on energy-related derivative instruments. SJRG presents revenues and expenses related to its energy trading activities on a net basis in operating revenues. This net presentation has no effect on operating income or net income. The Company recognizes revenues on commissions received related to SJESP appliance service contracts from a third party, along with AEP and EnerConnex energy procurement service contracts from a third party, on a monthly basis as the commissions are earned. Marina recognizes revenue for renewable energy projects when output is generated and delivered to the customer, and when renewable energy credits have been transferred to the third party at an agreed upon price.
SJI and SJG have not seen a significant reduction in revenues as a result of the COVID-19 pandemic. This is due to the delivery of gas and electricity being considered an essential service, with delivery to customers continuing in a timely manner with no delays or operational shutdowns taking place to date. To the extent that the pandemic does impact our ability to deliver in the future, operating revenues could be impacted. Currently, the impact of the pandemic on the collectability of our accounts receivable continues to be monitored, but such receivables have traditionally been included in rate recovery (see Note 8).
INCOME TAXES - Deferred income taxes are provided for all significant temporary differences between the book and taxable bases of assets and liabilities in accordance with ASC 740, Income Taxes. Certain deferred income taxes are recorded with offsetting regulatory assets or liabilities by the Company to recognize that income taxes will be recovered or refunded through future rates. A valuation allowance is recorded when it is more likely than not that any of SJI's or SJG's deferred tax assets will not be realized.
GOODWILL - See Note 17.
LEASES - There have been no significant changes to the nature or balances of the Company's leases since December 31, 2020, which are described in Notes 1 and 9 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020.
NEW ACCOUNTING PRONOUNCEMENTS - Other than as described below, no new accounting pronouncement had, or is expected to have, a material impact on the condensed consolidated financial statements of SJI, or the condensed financial statements of SJG.
22
Recently Adopted Standards:
| Standard | Description | Date of Adoption | Application | Effect on the Financial Statements of SJI and SJG | ||||||||||||||||||||||
| ASU 2019-12: Simplifying the Accounting for Income Taxes | This ASU removes exceptions related to the incremental approach for intraperiod tax allocation, the requirement to recognize a deferred tax liability for changes in ownership of a foreign subsidiary or equity method investment, and the general methodology for calculating income taxes in an interim period when the year-to-date loss exceeds the anticipated loss. The guidance also adds requirements to reflect changes to tax laws or rates in the annual effective tax rate computation in the interim period in which the changes were enacted, to recognize franchise or other similar taxes that are partially based on income as an income-based tax and any incremental amounts as non-income-based tax, and to evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction. | January 1, 2021 | Modified retrospective for amendments related to changes in ownership of a foreign subsidiary or equity method investment; Modified retrospective or retrospective for amendments related to taxes partially based on income; Prospective for all other amendments | Adoption of this guidance did not have a material impact on the financial statement results of SJI or SJG. | ||||||||||||||||||||||
ASU 2020-01: Clarifying the Interactions between Topic 321 (Investments - Equity Securities), Topic 323 (Investments - Equity Method and Joint Ventures), and Topic 815 (Derivatives and Hedging) | The amendments in this ASU clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendments in this ASU also clarify that for the purposes of applying Topic 815, an entity should not consider whether, upon the settlement of a forward contract or exercise of a purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825. | January 1, 2021 | Prospective | Adoption of this guidance did not have a material impact on the financial statement results of SJI or SJG. | ||||||||||||||||||||||
23
Standards Not Yet Effective:
| Standard | Description | Date of Adoption | Application | Effect on the Financial Statements of SJI and SJG | ||||||||||||||||||||||
ASU 2020-04: Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting ASU 2021-01: Reference Rate Reform (Topic 848) | The amendments in ASU 2020-04 provide various optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in ASU 2021-01 clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to changes in the interest rates used for margining, discounting, or contract price alignment for derivative instruments that are being implemented as part of the market-wide transition to new reference rates (commonly referred to as the "discounting transition"). | March 12, 2020 through December 31, 2022 An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. | Prospective for contract modifications and hedging relationships. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. | Management is currently determining the impact that adoption of this guidance will have on the financial statements of SJI and SJG, including forming an implementation team that is evaluating the impact of the guidance on our current contracts. Management is also evaluating timing of adoption. | ||||||||||||||||||||||
24
| ASU 2020-06: Accounting for Convertible Instruments and Contracts in an Entity's Own Equity | The amendments in this ASU simplify the accounting for convertible instruments by removing certain separation models in Subtopic 470-20. Under the amendments, embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The amendments also add new convertible instrument disclosure requirements. Additionally, the amendments in this ASU remove certain conditions from the settlement guidance within the derivative scope exception guidance contained in Subtopic 815-40 and further clarify the derivative scope exception guidance. Finally, the amendments in this ASU align the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method instead of the treasury stock method when calculated diluted EPS for convertible instruments. | January 1, 2022; early adoption permitted, but not before January 1, 2021. | Retrospective or Modified Retrospective | Management is currently determining the impact that adoption of this guidance will have on the financial statements of SJI and SJG | ||||||||||||||||||||||
2. STOCK-BASED COMPENSATION PLAN:
Under SJI's Omnibus Equity Compensation Plan (Plan), shares may be issued to SJI’s officers (Officers), non-employee directors (Directors) and other key employees. SJI grants time-based shares of restricted stock, one-third of which vest annually over a three-year period and which are limited to a 100% payout. The vesting and payout of time-based shares of restricted stock is solely contingent upon the service requirement being met in years , , and of the grant. Performance-based restricted shares vest over a three-year period and are subject to SJI achieving certain market and earnings-based performance targets, which can cause the actual amount of shares that ultimately vest to range from 0% to 200% of the original shares granted. No options were granted or outstanding, and no restricted shares (time-based or performance-based) were granted during the three months ended March 31, 2021 and 2020. No stock appreciation rights have been issued under the Plan. Restricted shares to Officers and other key employees are expected to be granted in the second quarter of 2021.
Grants containing market-based performance targets use SJI's TSR relative to a peer group to measure performance. As TSR-based grants are contingent upon market and service conditions, SJI is required to measure and recognize stock-based compensation expense based on the fair value at the date of grant on a straight-line basis over the requisite three-year period of each award. In addition, SJI identifies specific forfeitures of share-based awards, and compensation expense is adjusted accordingly over the requisite service period. Compensation expense is not adjusted based on the actual achievement of market goals. The fair value of TSR-based restricted stock awards on the date of grant is estimated using a Monte Carlo simulation model.
25
Earnings-based performance targets include pre-defined EGR goals to measure performance. Performance targets include pre-defined CEGR for SJI. As EGR-based and CEGR-based grants are contingent upon performance and service conditions, SJI is required to measure and recognize stock-based compensation expense based on the fair value at the date of grant over the requisite three-year period of each award. The fair value is measured as the market price at the date of grant. The initial accruals of compensation expense are based on the estimated number of shares expected to vest, assuming the requisite service is rendered and probable outcome of the performance condition is achieved. That estimate is revised if subsequent information indicates that the actual number of shares is likely to differ from previous estimates. Compensation expense is ultimately adjusted based on the actual achievement of service and performance targets.
During the three months ended March 31, 2021, SJI did not grant any restricted shares to its Directors; however 54,419 shares were issued in April 2021. During the three months ended March 31, 2020, SJI granted 36,829 restricted shares to its Directors. Shares issued to Directors vest over twelve months and contain no performance conditions. As a result, 100% of the shares granted generally vest.
The following table summarizes the nonvested restricted stock awards outstanding at March 31, 2021, and the assumptions used to estimate the fair value of the awards:
| Grants | Shares Outstanding | Fair Value Per Share | Expected Volatility | Risk-Free Interest Rate | |||||||||||||||||||||||||
| Officers & Key Employees - | 2019 - TSR | 32,292 | $ | 32.88 | 23.2 | % | 2.40 | % | |||||||||||||||||||||
| 2019 - CEGR, Time | 69,496 | $ | 31.38 | N/A | N/A | ||||||||||||||||||||||||
| 2020 - TSR | 41,306 | $ | 25.51 | 34.8 | % | 0.21 | % | ||||||||||||||||||||||
| 2020 - CEGR, Time | 169,164 | $ | 25.19 | N/A | N/A | ||||||||||||||||||||||||
| Directors - | 2020 | 1,627 | $ | 24.20 | N/A | N/A | |||||||||||||||||||||||
Expected volatility is based on the actual volatility of SJI’s share price over the preceding three-year period as of the valuation date. The risk-free interest rate is based on the zero-coupon U.S. Treasury Bond, with a term equal to the three-year term of the Officers’ and other key employees’ restricted shares. As notional dividend equivalents are credited to the holders during the three-year service period, no reduction to the fair value of the award is required. As the Directors’ restricted stock awards contain no performance conditions and dividends are paid or credited to the holder during the twelve month service period, the fair value of these awards is equal to the market value of the shares on the date of grant.
The following table summarizes the total stock-based compensation cost to SJI for the three months ended March 31, 2021 and 2020 (in thousands):
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Officers & Key Employees | $ | 1,264 | $ | 1,212 | ||||
| Directors | 10 | 299 | ||||||
| Total Cost | 1,274 | 1,511 | ||||||
| Capitalized | (23) | (122) | ||||||
| Net Expense | $ | 1,251 | $ | 1,389 | ||||
As of March 31, 2021, there was $4.2 million of total unrecognized compensation cost related to nonvested stock-based compensation awards granted under the Plan. That cost is expected to be recognized over a weighted average period of 1.5 years.
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The following table summarizes information regarding restricted stock award activity for SJI during the three months ended March 31, 2021, excluding accrued dividend equivalents:
| Officers and Other Key Employees | Directors | Weighted Average Fair Value | |||||||||||||||
| Nonvested Shares Outstanding, January 1, 2021 | 449,786 | 38,456 | $ | 28.88 | |||||||||||||
| Vested | (137,529) | (36,829) | $ | 31.45 | |||||||||||||
Nonvested Shares Outstanding, March 31, 2021 | 312,257 | 1,627 | $ | 27.45 | |||||||||||||
Time-based grants were awarded for Officers and other key employees who met their service period requirements. As a result, during the three months ended March 31, 2021, SJI awarded 110,891 shares to its Officers and other key employees at a market value of $2.7 million. During the three months ended March 31, 2020, SJI awarded 47,617 shares at a market value of $1.4 million. These awarded amounts for 2021 and 2020 include awards for previously deferred shares that were paid during the three month periods.
SJI also awarded 36,829 and 30,961 service based award shares to its Directors at a market value of $1.2 million and $0.8 million during the three months ended March 31, 2021 and March 31, 2020, respectively.
SJI has a policy of issuing new shares to satisfy its obligations under the Plan; therefore, there are no cash payment requirements resulting from the normal operation of the Plan. However, a change in control could result in such shares becoming non-forfeitable or immediately payable in cash. At the discretion of the Officers, Directors and other key employees, the receipt of vested shares can be deferred until future periods. These deferred shares are included in Treasury Stock on the condensed consolidated balance sheets.
SJG - Officers and other key employees of SJG participate in the stock-based compensation plans of SJI. During the three months ended March 31, 2021 and 2020, there were no restricted shares granted to SJG officers and other key employees; shares are expected to be granted in the second quarter of 2021.
3. AFFILIATIONS, DISCONTINUED OPERATIONS AND RELATED-PARTY TRANSACTIONS:
AFFILIATIONS — The following affiliated entities are accounted for under the equity method:
PennEast - Midstream has a 20% investment in PennEast. SJG and ETG are each parties to a precedent capacity agreement with PennEast. The following events have occurred with respect to PennEast:
•On September 10, 2019, the U.S. Court of Appeals for the Third Circuit ruled that PennEast does not have eminent domain authority over NJ state-owned lands. A Petition for Rehearing En Banc was denied by the U.S. Court of Appeals for the Third Circuit on November 5, 2019.
•On October 8, 2019, the NJDEP denied and closed PennEast’s application for several permits without prejudice, citing the Third Circuit decision. On October 11, 2019, PennEast submitted a letter to the NJDEP objecting to its position that the application is administratively incomplete. PennEast's objections were rejected by the NJDEP on November 18, 2019.
•In December 2019, PennEast asked the FERC for a two-year extension to construct the pipeline.
•On January 30, 2020, the FERC voted to approve PennEast’s petition for a declaratory order and expedited action requesting that FERC issue an order interpreting the Natural Gas Act’s eminent domain authority. On the same day, PennEast filed an amendment with the FERC to construct PennEast in two phases. Phase one consists of construction of a pipeline in Pennsylvania from the eastern Marcellus Shale region in Luzerne County that would terminate in Northampton County. Phase two includes construction of the remaining original certificated route in Pennsylvania and New Jersey. Construction is expected to begin following approval by the FERC of the phased approach and receipt of any remaining governmental and regulatory permits.
•On February 18, 2020, PennEast filed a Petition for a Writ of Certiorari with the Supreme Court of the United States ("petition") to review the September 10, 2019 Third Circuit decision.
•On February 20, 2020, the FERC granted PennEast’s request for a two-year extension to complete the construction of the pipeline.
•On April 14, 2020, The U.S. Supreme Court ordered the state of New Jersey to respond to PennEast's petition. The court directed NJ respondents, including state agencies and the NJ Conservation Foundation, to answer the petition by PennEast. The state responded on June 2, 2020.
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•On June 29, 2020, the U.S. Supreme Court invited the U.S. Solicitor General to file a brief expressing the views of the United States.
•On December 9, 2020 the Solicitor General filed a brief supporting PennEast's petition for a Writ of Certiorari.
•On December 23, 2020 the NJ Attorney General filed a brief with the Supreme Court in response to the brief of the Solicitor General.
•On February 3, 2021, the Supreme Court granted PennEast's petition for a Writ of Certiorari. The matter was argued before the Supreme Court on April 28, 2021 and is currently pending.
PennEast management remains committed to pursuing the project and intends to pursue all available options. SJI, along with the other partners, are intending to contribute to the project.
Our investment in PennEast totaled $93.2 million and $91.3 million as of March 31, 2021 and December 31, 2020, respectively. At March 31, 2021, the Company evaluated its investment in PennEast for impairment and determined there is not a triggering event for other-than-temporary impairment, and has not recorded any impairment charge to reduce the carrying value of our investment. Our evaluation considered that the pending legal and regulatory proceedings are ongoing, and the intent is to move forward with all potential legal and regulatory proceedings and other options available. Our evaluation also considered the current economic conditions as a result of COVID-19, noting that the timelines, potential options and legal and regulatory proceedings have not been materially impacted. However, it is reasonably possible that the legal and regulatory proceedings could have unfavorable outcomes, or there could be other future unfavorable developments, such as a reduced likelihood of success from development options and legal outcomes, estimated increases in construction costs, increases in the discount rate, or further significant delays, or PennEast could conclude that the project is not viable or does not go forward as actions progress. These could impact our conclusions with respect to other-than-temporary impairment and may require that we recognize an impairment charge of up to our recorded investment in the project, net of any cash and working capital. We will continue to monitor and update this analysis as required. Different assumptions could affect the timing and amount of any charge recorded in a period.
Energenic - Marina and a joint venture partner formed Energenic, in which Marina has a 50% equity interest. Energenic developed and operated on-site, self-contained, energy-related projects. Energenic currently does not have any projects that are operational.
Millennium - SJI and a joint venture partner formed Millennium, in which SJI has a 50% equity interest. Millennium reads utility customers’ meters on a monthly basis for a fee.
Potato Creek - SJEX and a joint venture partner formed Potato Creek, in which SJEX has a 30% equity interest. Potato Creek owns and manages the oil, gas and mineral rights of certain real estate in Pennsylvania.
EnergyMark - SJE has a 33% investment in EnergyMark, an entity that acquires and markets natural gas to retail end users.
SJRG had net sales to EnergyMark of $7.4 million and $5.2 million for the three months ended March 31, 2021 and 2020, respectively.
REV - SJI Renewable Energy Ventures, LLC has a 35% equity interest in REV, an LNG distributor and developer of LNG and RNG assets and projects.
AFFILIATE TRANSACTIONS - Investments made and repayments from unconsolidated affiliates for the three months ended March 31, 2021 and 2020 were not material.
As of March 31, 2021 and December 31, 2020, the outstanding balance of Notes Receivable – Affiliate was $33.4 million and $33.9 million, respectively. These Notes Receivable-Affiliates balances are comprised of:
•As of March 31, 2021 and December 31, 2020, $11.9 million and $12.1 million, respectively, of notes are related to Energenic; such notes are secured by Energenic's cogeneration assets for energy service projects, accrue interest at 7.5% and are to be repaid through 2025. Current losses at Energenic are offset against the Notes Receivable – Affiliate balance as our investment in the Energenic affiliate has been reduced to zero as a result of previous losses.
•As of both March 31, 2021 and December 31, 2020, $19.3 million of the notes related to REV, which accrue interest at variable rates. See "Affiliate Loans" in Note 11.
•As of March 31, 2021 and December 31, 2020, $2.2 million and $2.5 million, respectively, of unsecured notes which accrue interest at variable rates.
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SJI holds significant variable interests in these entities but is not the primary beneficiary. Consequently, these entities are accounted for under the equity method because SJI does not have both (a) the power to direct the activities of the entity that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity that could potentially be significant to the entity or the right to receive benefits from the entity that could potentially be significant to the entity. As of March 31, 2021 and December 31, 2020, SJI had a net asset of approximately $112.9 million and $106.2 million, respectively, included in Investment in Affiliates on the condensed consolidated balance sheets related to equity method investees. SJI’s maximum exposure to loss from these entities as of March 31, 2021 and December 31, 2020 is limited to its combined investments in these entities and the Notes Receivable-Affiliate in the aggregate amount of $146.3 million and $140.1 million, respectively.
DISCONTINUED OPERATIONS - There have been no significant changes to the nature or balances of SJI's discontinued operations since December 31, 2020, which are defined and described in Note 3 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020.
SJG RELATED-PARTY TRANSACTIONS - There have been no significant changes in the nature of SJG’s related-party transactions since December 31, 2020. See Note 3 to the Financial Statements in Item 8 of SJI's and SJG’s Annual Report on Form 10-K for the year ended December 31, 2020 for a description of related parties and associated transactions.
A summary of related-party transactions involving SJG, excluding pass-through items, included in SJG's Operating Revenues were as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Operating Revenues/Affiliates: | |||||||||||
| SJRG | $ | 6,329 | $ | 1,029 | |||||||
| Marina | — | 60 | |||||||||
| Other | 21 | 20 | |||||||||
| Total Operating Revenue/Affiliates | $ | 6,350 | $ | 1,109 | |||||||
Related-party transactions involving SJG, excluding pass-through items, included in SJG's Cost of Sales and Operating Expenses were as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Costs of Sales/Affiliates (Excluding depreciation and amortization) | |||||||||||
| SJRG | $ | 1,367 | $ | 126 | |||||||
| Operations Expense/Affiliates: | |||||||||||
| SJI (parent company only) | $ | 5,564 | $ | 5,610 | |||||||
| SJIU | 960 | 955 | |||||||||
| Millennium | 866 | 827 | |||||||||
| Other | 73 | 443 | |||||||||
| Total Operations Expense/Affiliates | $ | 7,463 | $ | 7,835 | |||||||
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4. COMMON STOCK:
The following shares were issued and outstanding for SJI:
| 2021 | |||||
| Beginning Balance, January 1 | 100,591,940 | ||||
| New Issuances During the Period: | |||||
| Public Equity Offering | 1,899,859 | ||||
| Stock-Based Compensation Plan | 80,051 | ||||
| Ending Balance, March 31 | 102,571,850 | ||||
The par value ($1.25 per share) of stock issued was recorded in Common Stock and the net excess over par value was recorded in Premium on Common Stock.
There were 2,339,139 shares of SJG's common stock (par value $2.50 per share) outstanding as of March 31, 2021. SJG did not issue any new shares during the period. SJIU owns all of the outstanding common stock of SJG.
COMMON STOCK PUBLIC OFFERING -
•On March 22, 2021, SJI offered 10,250,000 shares of its common stock, par value $1.25 per share, at a public offering price of $22.25 per share. Of the offered shares, 362,359 shares were issued at closing. The remaining 9,887,641 shares of common stock ("Forward Shares") are to be sold by Bank of America, N.A., as forward seller, pursuant to a forward sale agreement. The Company received no proceeds from the sale of the Forward Shares in the first quarter of 2021. SJI has an option to settle the forward sale agreement by delivering newly issued shares of SJI common stock and receive proceeds, subject to certain adjustments, from the sale of those shares, assuming one or more future physical settlements of the forward sale agreement, no later than March 2022. SJI may also choose to settle the forward sale contract with a cash payment, or multiple cash payments, no later than March 2022. In the event SJI elects to settle all or a portion of the forward sale contract with a cash payment, no additional shares of SJI common stock would be issued under the forward sale contract for the portions that were cash settled.
•On March 25, 2021, 1,537,500 shares pursuant to the underwriters’ option as part of the underwriting agreement for the above offering of shares were issued at the same public offering price of $22.25.
•The issuance of a total 1,899,859 shares in March 2021 resulted in gross proceeds of $42.3 million, with net proceeds, after deducting underwriting discounts and commissions as well as legal fees, totaling $40.6 million.
EQUITY UNITS PUBLIC OFFERING -
•On March 22, 2021, SJI issued and sold 6,000,000 Equity Units, initially consisting of Corporate Units ("2021 Corporate Units"). Each 2021 Corporate Unit has a stated amount of $50 and is comprised of (a) a purchase contract obligating the holder to purchase from the Company for a price in cash of $50, on the purchase contract settlement date, or April 1, 2024, subject to earlier termination or settlement, a certain number of shares of Common Stock; and (b) a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of the Company’s 2021 Series B 1.65% Remarketable Junior Subordinated Notes due 2029 (for this section, the “Notes”). In addition to interest payable under the Notes, holders of the 2021 Corporate Units will be entitled to receive quarterly contract adjustment payments at a rate of 7.10% per year on the stated amount of $50 per 2021 Corporate Unit, subject to the Company’s right to defer such contract adjustment payments. No deferral period will extend beyond the purchase contract settlement date. The contract adjustment payments are payable quarterly on January 1, April 1, July 1 and October 1 of each year. The contract adjustment payments will be subordinated to all of the Company's existing and future “Priority Indebtedness” and will be structurally subordinated to all liabilities of our subsidiaries. The present value of the contract adjustment payments due through April 1, 2024 are initially charged to Shareholders’ Equity, with an offsetting credit to Other Current and Noncurrent Liabilities on the condensed consolidated balance sheet. These liabilities are accreted over the life of the purchase contract by interest charges to the condensed consolidated income statement based on a constant rate calculation. Subsequent contract adjustment payments reduce this liability. This
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offering resulted in gross proceeds of approximately $300.0 million, with net proceeds, after deducting underwriting discounts and commissions, of $291.0 million. As of March 31, 2021, the net proceeds, after amortization of the underwriting discounts, are recorded as Long-Term Debt on the condensed consolidated balance sheets.
•On April 1, 2021, the underwriters purchased an additional 700,000 Equity Units as part of their option under the above offering to purchase an additional 900,000 Equity Units. Gross proceeds were approximately $35.0 million, with net proceeds, after deducting underwriting discounts and commissions, of approximately $34.0 million.
CONVERTIBLE UNITS -
•In 2018, SJI issued and sold 5,750,000 Equity Units, initially in the form of Corporate Units ("2018 Corporate Units"), which included 750,000 of 2018 Corporate Units pursuant to the underwriters’ option. Each 2018 Corporate Unit has a stated amount of $50 and is comprised of (a) a purchase contract obligating the holder to purchase from the Company, and for the Company to sell to the holder for a price in cash of $50, on the purchase contract settlement date, or April 15, 2021, subject to earlier termination or settlement, a certain number of shares of common stock; and (b) a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of SJI’s 2018 Series A 3.70% Remarketable Junior Subordinated Notes due 2031 (the "Series A Junior Subordinated Notes"). SJI pays the holder quarterly contract adjustment payments at a rate of 3.55% per year on the stated amount of $50 per Equity Unit, in respect of each purchase contract, subject to the Company's right to defer these payments. The net proceeds, after amortization of the underwriting discounts, are recorded as Long-Term Debt on the condensed consolidated balance sheets as of March 31, 2021.
•On March 25, 2021, the Company finalized the remarketing of the $287.5 million of Series A Junior Subordinated Notes. The interest rate on the Series A Junior Subordinated Notes has been reset to 5.020% per year, and this reset rate became effective on April 15, 2021 (see below). Interest on the Series A Junior Subordinated Notes will be payable semi-annually on April 15 and October 15, commencing on April 15, 2021, and at maturity.
•On April 1, 2021, the Company announced the settlement rate for the stock purchase contracts that are components of the 2018 Corporate Units. Holders of the 2018 Corporate Units will receive 1.7035 shares of SJI common stock for each stock purchase contract that they hold, with cash to be paid in lieu of any fractional shares. The settlement rate is based upon the original settlement rate of 1.6949 shares, as adjusted for certain corporate events since original issuance. Consequently, on April 15, 2021, each holder of the 2018 Corporate Units on that date, following payment of $50.00 for each unit held, received 1.7035 shares of the Company’s common stock for each such unit. As a result of settlement of the outstanding stock purchase contracts, on April 15, 2021, the Company received approximately $287.5 million in exchange for approximately 9.8 million shares of common stock. Additionally, each 2018 Corporate Unit holder of record on April 1, 2021, received the final quarterly cash distribution of $0.90625 per 2018 Corporate Unit and received any remaining amounts from the treasury portfolio that was purchased in connection with the remarketing described above, as well as any earnings from the reinvestment of that treasury portfolio when it matured.
The convertible units consisted of the following (in thousands):
| March 31, 2021 | December 31, 2020 | ||||||||||||||||
| Principal amount: | 2021 Series B Remarketable Junior Subordinated Notes due 2029 | 2018 Series A Remarketable Junior Notes due 2031 | |||||||||||||||
| Principal (A) | $ | 300,000 | $ | 287,500 | $ | 287,500 | |||||||||||
| Unamortized debt discount and issuance costs (A) | 9,000 | 7,041 | 7,181 | ||||||||||||||
| Net carrying amount | $ | 291,000 | $ | 280,459 | $ | 280,319 | |||||||||||
| Carrying amount of the equity component (B) | $ | — | $ | — | $ | — | |||||||||||
(A) Included in the condensed consolidated balance sheets within Long-Term Debt.
(B) There is no equity portion as of March 31, 2021.
During the three months ended March 31, 2021 and 2020, the Company recognized $2.7 million and $2.6 million, respectively, of coupon interest expense, all of which was included in Interest Charges on the condensed consolidated statements of income.
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During these periods presented, the amortization of debt discount and issuance costs is not material. As of March 31, 2021, the effective interest rate was 2.1% on the 2021 Notes and 4.0% on the 2018 Notes.
SJI's EPS — SJI's Basic EPS is based on the weighted-average number of common shares outstanding. The incremental shares required for inclusion in the denominator for the diluted EPS calculation were 1,091,313 and 111,077 for the three months ended March 31, 2021 and 2020, respectively. These shares relate to SJI's restricted stock as discussed in Note 2, along with the impact of the Forward Shares, Equity Units and Convertible Units discussed above, accounted for under the treasury stock method.
DRP — SJI offers a DRP which allows participating shareholders to purchase shares of SJI common stock by automatic reinvestment of dividends or optional purchases. SJI currently purchases shares on the open market to fund share purchases by DRP participants, and as a result SJI did not raise any equity capital through the DRP in first three months of 2021.
RETAINED EARNINGS — The Utilities are limited by their regulatory authorities on the amount of cash dividends or other distributions they are able to transfer to their parent, specifically if such dividends or other distributions could impact their capital structure. In addition, SJG's and ETG's First Mortgage Indentures contain restrictions regarding the amount of cash dividends or other distributions that they may pay. As of March 31, 2021, these loan restrictions do not affect the amount that may be distributed from either SJG's or ETG's retained earnings.
5. FINANCIAL INSTRUMENTS:
RESTRICTED INVESTMENTS — SJI and SJG maintain margin accounts with certain counterparties to support their risk management activities associated with hedging commodities. The balances required to be held in these margin accounts increase as the net value of the outstanding energy-related contracts with the respective counterparties decrease.
The following table provides SJI's (including SJG) and SJG's balances of Restricted Investments as well as presents a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that total to the amounts shown in the condensed consolidated statements of cash flows (in thousands):
| As of March 31, 2021 | |||||||||||
| Balance Sheet Line Item | SJI | SJG | |||||||||
| Cash and Cash Equivalents | $ | 30,386 | $ | 15,984 | |||||||
| Restricted Investments | 1,482 | 1,482 | |||||||||
| Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ | 31,868 | $ | 17,466 | |||||||
| As of December 31, 2020 | |||||||||||
| Balance Sheet Line Item | SJI | SJG | |||||||||
| Cash and Cash Equivalents | $ | 34,045 | $ | 1,598 | |||||||
| Restricted Investments | 7,786 | 4,826 | |||||||||
| Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ | 41,831 | $ | 6,424 | |||||||
The carrying amounts of the Restricted Investments for both SJI and SJG approximate their fair values at March 31, 2021 and December 31, 2020, which would be included in Level 1 of the fair value hierarchy (see Note 13).
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ALLOWANCE FOR CREDIT LOSSES - Accounts receivable are recorded gross on the condensed consolidated balance sheets with allowance for credit losses shown as a separate line item titled Provision for Uncollectibles. A summary of changes in the allowance for credit losses for the three months ended March 31, 2021 is as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| SJI (includes SJG and all other consolidated subsidiaries): | |||||||||||
| Balance at beginning of period | $ | 30,582 | $ | 19,829 | |||||||
| Provision for expected credit losses | 2,409 | 4,863 | |||||||||
| Regulated assets (a) | 4,134 | — | |||||||||
| Recoveries of accounts previously written off | 230 | 243 | |||||||||
| Uncollectible accounts written off | (1,500) | (1,402) | |||||||||
| Balance at end of period | 35,855 | 23,533 | |||||||||
| SJG: | |||||||||||
| Balance at beginning of period | $ | 17,359 | $ | 14,032 | |||||||
| Provision for expected credit losses | 1,760 | 1,864 | |||||||||
| Regulated assets (a) | 2,194 | — | |||||||||
| Recoveries of accounts previously written off | 127 | 132 | |||||||||
| Uncollectible accounts written off | (967) | (1,126) | |||||||||
| Balance at end of period | 20,473 | 14,902 | |||||||||
(a) Deferral of incremental costs related to the COVID-19 pandemic as a regulatory asset, resulting from a July 2, 2020 BPU Order (see Note 8).
NOTES RECEIVABLE-AFFILIATES - The carrying amounts of the Note Receivable-Affiliates balances approximate their fair values at March 31, 2021 and December 31, 2020, which would be included in Level 2 of the fair value hierarchy. See Note 3 for information about these balances and Note 13 for information about the fair value hierarchy.
CONTRACT RECEIVABLES - SJG provides financing to customers for the purpose of attracting conversions to natural gas heating systems from competing fuel sources. The terms of these loans call for customers to make monthly payments over periods ranging from to ten years, with no interest. The carrying amounts of such loans were $2.3 million and $2.5 million as of March 31, 2021 and December 31, 2020, respectively. The current portion of these receivables is reflected in Accounts Receivable and the non-current portion is reflected in Contract Receivables on the condensed consolidated balance sheets. The carrying amounts noted above are net of unamortized discounts resulting from imputed interest. The amount of such discounts and the annualized amortization to interest is not material to SJI's or SJG's consolidated financial statements.
In addition, as part of the EET program, SJG provides funding to customers to upgrade equipment for the purpose of promoting energy efficiency. The terms of these loans range from to ten years. The carrying amounts of such loans were $49.4 million and $46.4 million as of March 31, 2021 and December 31, 2020, respectively. On the condensed consolidated balance sheets of SJI and SJG, the current portion of EET loans receivable totaled $6.8 million and $6.4 million as of March 31, 2021 and December 31, 2020, respectively, and is reflected in Accounts Receivable; and the non-current portion totaled $42.6 million and $40.0 million as of March 31, 2021 and December 31, 2020, respectively, and is reflected in Contract Receivables.
Given the risk of uncollectibility is low due to the oversight and preapproval required by the BPU, no allowance for credit loss has been recognized on the above-mentioned receivables. There have been no material impacts to this risk of uncollectibility as a result of COVID-19.
The carrying amounts of these receivables approximate their fair value at March 31, 2021 and December 31, 2020, which would be included in Level 2 of the fair value hierarchy (see Note 13).
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CREDIT RISK - As of March 31, 2021, SJI had approximately $6.1 million, or 11.1%, of the current and noncurrent Derivatives – Energy Related Assets transacted with one counterparty. This counterparty is investment-grade rated.
FINANCIAL INSTRUMENTS NOT CARRIED AT FAIR VALUE - The fair value of a financial instrument is the market price to sell an asset or transfer a liability at the measurement date. The carrying amounts of SJI's and SJG's financial instruments approximate their fair values at March 31, 2021 and December 31, 2020, except as noted below (in thousands):
| March 31, 2021 | December 31, 2020 | ||||||||||
| SJI (includes SJG and all consolidated entities) | |||||||||||
| Estimated fair values of long-term debt | $ | 3,302,062 | $ | 3,152,224 | |||||||
| Carrying amounts of long-term debt, including current maturities (A) | $ | 3,206,195 | $ | 2,919,201 | |||||||
| Net of: | |||||||||||
| Unamortized debt issuance costs | $ | 40,104 | $ | 29,574 | |||||||
| Unamortized debt discounts | $ | 5,202 | $ | 5,224 | |||||||
| SJG | |||||||||||
| Estimated fair values of long-term debt | $ | 1,121,257 | $ | 1,197,052 | |||||||
| Carrying amounts of long-term debt, including current maturities | $ | 1,066,749 | $ | 1,069,089 | |||||||
| Net of: | |||||||||||
| Unamortized debt issuance costs | $ | 9,197 | $ | 9,357 | |||||||
(A) SJI Long-Term Debt on the consolidated balance sheet as of both March 31, 2021 and December 31, 2020 includes a $3.1 million finance lease.
For Long-Term Debt (including current maturities), in estimating the fair value, SJI and SJG use the present value of remaining cash flows at the balance sheet date. SJI and SJG based the estimates on interest rates available at the end of each period for debt with similar terms and maturities (Level 2 in the fair value hierarchy, see Note 13).
6. SEGMENTS OF BUSINESS:
ASC 280, Segment Reporting, establishes standards for reporting information about operating segments and requires that a public business enterprise report financial and descriptive information about its reportable operating segments. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the CODM in deciding how to allocate resources and in assessing performance.
Beginning with the first quarter of 2021, our internal management reporting, specifically around our nonutility businesses, changed primarily due to recent acquisitions and divestitures, and new product lines entered into as a result. These were primarily within the fuel cell, solar, RNG, and retail businesses. Refer to Item 1, along with Note 1 to the Consolidated Financial Statements in Item 8, of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020 for information about these acquisitions and divestitures.
As a result of these changes in our businesses, the Company realigned its operating segments. The realigned segments reflect the financial information regularly evaluated by the CODM, which for SJI is the Company's Chief Executive Officer.
The operating segments are as follows:
•SJG utility operations consist primarily of natural gas distribution to residential, commercial and industrial customers in southern New Jersey.
•ETG utility operations consist of natural gas distribution to residential, commercial and industrial customers in northern and central New Jersey.
•ELK utility operations consist of natural gas distribution to residential, commercial and industrial customers in Maryland. On July 31, 2020, SJI sold ELK to a third-party buyer.
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•Wholesale energy operations include the activities of SJRG and SJEX.
•Retail services operations includes the activities of SJE, SJESP and SJEI, as well as our equity interest in Millennium.
•Renewables consists of:
◦The Catamaran joint venture, which owns Annadale.
◦Solar-generation sites located in New Jersey, and three legacy solar projects, one of which was sold during the first quarter of 2020.
◦The activities of ACLE, BCLE, SCLE and SXLE. Operations at BCLE, SCLE, and SXLE ceased during the second quarter of 2020.
◦MTF and ACB, which were sold in the first quarter of 2020.
•Decarbonization consists of
◦SJI Renewables Energy Ventures, LLC, which includes our equity interest in REV, which is included in Equity in Earnings of Affiliated Companies on the condensed consolidated statements of income.
◦SJI RNG Devco, LLC, which includes the renewable natural gas development rights in certain dairy farms; there are no operating results from this entity at this time.
•Midstream invests in infrastructure and other midstream projects, including an investment in PennEast.
•Corporate & Services segment includes costs related to financing, acquisitions and divestitures, and other unallocated costs. Intersegment represents intercompany transactions among the above SJI consolidated entities.
SJI groups its utility businesses under its wholly-owned subsidiary SJIU. This group consists of gas utility operations of SJG and ETG and, until its sale, ELK. SJI groups its nonutility operations into separate categories: Energy Management; Energy Production; Midstream; and Corporate & Services. Energy Management includes wholesale energy and retail services. Energy Production includes renewables and decarbonization. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
Information about SJI’s operations in different reportable operating segments is presented below (in thousands). All prior periods were revised to conform to the new segment alignment noted above.
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Operating Revenues: | |||||||||||
| SJI Utilities: | |||||||||||
| SJG Utility Operations | $ | 251,399 | $ | 240,694 | |||||||
| ETG Utility Operations | 157,545 | 144,157 | |||||||||
| ELK Utility Operations | — | 3,118 | |||||||||
| Subtotal SJI Utilities | 408,944 | 387,969 | |||||||||
Energy Management: | |||||||||||
| Wholesale Energy Operations | 261,910 | 128,444 | |||||||||
| Retail Services | 3,896 | 13,083 | |||||||||
| Subtotal Energy Management | 265,806 | 141,527 | |||||||||
Energy Production: | |||||||||||
| Renewables | 6,423 | 6,988 | |||||||||
| Subtotal Energy Production | 6,423 | 6,988 | |||||||||
| Corporate and Services | 13,793 | 13,341 | |||||||||
| Subtotal | 694,966 | 549,825 | |||||||||
| Intersegment Sales | (20,666) | (15,713) | |||||||||
| Total Operating Revenues | $ | 674,300 | $ | 534,112 | |||||||
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| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Operating Income: | |||||||||||
| SJI Utilities: | |||||||||||
| SJG Utility Operations | $ | 118,842 | $ | 104,645 | |||||||
| ETG Utility Operations | 58,020 | 54,062 | |||||||||
| ELK Utility Operations | — | 535 | |||||||||
| Subtotal SJI Utilities | 176,862 | 159,242 | |||||||||
| Energy Management: | |||||||||||
| Wholesale Energy Operations | 17,308 | 7,412 | |||||||||
| Retail Services | (220) | (768) | |||||||||
| Subtotal Energy Management | 17,088 | 6,644 | |||||||||
| Energy Production: | |||||||||||
| Renewables | 2,700 | (296) | |||||||||
| Subtotal Energy Production | 2,700 | (296) | |||||||||
| Corporate and Services | 178 | 172 | |||||||||
| Total Operating Income | $ | 196,828 | $ | 165,762 | |||||||
| Depreciation and Amortization: | |||||||||||
| SJI Utilities: | |||||||||||
| SJG Utility Operations | $ | 29,484 | $ | 25,059 | |||||||
| ETG Utility Operations | 22,630 | 9,451 | |||||||||
| ELK Utility Operations | — | 133 | |||||||||
| Subtotal SJI Utilities | 52,114 | 34,643 | |||||||||
| Energy Management: | |||||||||||
| Wholesale Energy Operations | 20 | 16 | |||||||||
| Retail Services | 118 | — | |||||||||
| Subtotal Energy Management | 138 | 16 | |||||||||
| Energy Production: | |||||||||||
| Renewables | 1,198 | 3 | |||||||||
| Subtotal Energy Production | 1,198 | 3 | |||||||||
| Corporate and Services | 990 | 1,240 | |||||||||
| Total Depreciation and Amortization | $ | 54,440 | $ | 35,902 | |||||||
| Interest Charges: | |||||||||||
| SJI Utilities: | |||||||||||
| SJG Utility Operations | $ | 9,725 | $ | 7,542 | |||||||
| ETG Utility Operations | 8,693 | 7,145 | |||||||||
| ELK Utility Operations | — | 12 | |||||||||
| Subtotal SJI Utilities | 18,418 | 14,699 | |||||||||
| Energy Production: | |||||||||||
| Renewables | 1,208 | 1,602 | |||||||||
| Decarbonization | 294 | — | |||||||||
| Subtotal Energy Production: | 1,502 | 1,602 | |||||||||
| Midstream | 671 | 580 | |||||||||
| Corporate and Services | 12,843 | 17,887 | |||||||||
| Subtotal | 33,434 | 34,768 | |||||||||
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| Intersegment Borrowings | (1,975) | (2,232) | |||||||||
| Total Interest Charges | $ | 31,459 | $ | 32,536 | |||||||
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Income Taxes: | |||||||||||
| SJI Utilities: | |||||||||||
| SJG Utility Operations | $ | 27,114 | $ | 25,231 | |||||||
| ETG Utility Operations | 12,153 | 10,621 | |||||||||
| ELK Utility Operations | — | 136 | |||||||||
| Subtotal SJI Utilities | 39,267 | 35,988 | |||||||||
| Energy Management: | |||||||||||
| Wholesale Energy Operations | 4,912 | 2,006 | |||||||||
| Retail Services | 172 | (29) | |||||||||
| Subtotal Energy Management | 5,084 | 1,977 | |||||||||
| Energy Production: | |||||||||||
| Renewables | 464 | 1,049 | |||||||||
| Decarbonization | 197 | — | |||||||||
| Subtotal Energy Production | 661 | 1,049 | |||||||||
| Midstream | (61) | (29) | |||||||||
| Corporate and Services | (3,182) | (5,615) | |||||||||
| Total Income Taxes | $ | 41,769 | $ | 33,370 | |||||||
| Property Additions: | |||||||||||
| SJI Utilities: | |||||||||||
| SJG Utility Operations | $ | 53,409 | $ | 57,970 | |||||||
| ETG Utility Operations | 41,130 | 49,014 | |||||||||
| ELK Utility Operations | — | 651 | |||||||||
| Subtotal SJI Utilities | 94,539 | 107,635 | |||||||||
| Energy Production: | |||||||||||
| Renewables | 773 | 53 | |||||||||
| Decarbonization | 836 | — | |||||||||
| Subtotal Energy Production | 1,609 | 53 | |||||||||
| Midstream | 4 | 45 | |||||||||
| Corporate and Services | 744 | 661 | |||||||||
| Total Property Additions | $ | 96,896 | $ | 108,394 | |||||||
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| March 31, 2021 | December 31, 2020 | ||||||||||
| Identifiable Assets: | |||||||||||
| SJI Utilities: | |||||||||||
| SJG Utility Operations | $ | 3,554,139 | $ | 3,522,265 | |||||||
| ETG Utility Operations | 2,583,939 | 2,561,067 | |||||||||
| Subtotal SJI Utilities | 6,138,078 | 6,083,332 | |||||||||
| Energy Management: | |||||||||||
| Wholesale Energy Operations | 174,736 | 195,882 | |||||||||
| Retail Services | 27,775 | 29,687 | |||||||||
| Subtotal Energy Management | 202,511 | 225,569 | |||||||||
| Energy Production: | |||||||||||
| Renewables | 144,036 | 153,018 | |||||||||
| Decarbonization | 42,136 | 40,482 | |||||||||
| Subtotal Energy Production | 186,172 | 193,500 | |||||||||
| Midstream | 94,191 | 92,208 | |||||||||
| Discontinued Operations | 1,756 | 1,775 | |||||||||
| Corporate and Services | 281,016 | 318,095 | |||||||||
| Intersegment Assets | (189,216) | (225,331) | |||||||||
| Total Identifiable Assets | $ | 6,714,508 | $ | 6,689,148 | |||||||
7. RATES AND REGULATORY ACTIONS:
SJG and ETG are subject to the rules and regulations of the BPU.
Except as described below, there have been no significant regulatory actions or changes to the Utilities' rate structures since December 31, 2020. See Note 10 to the Consolidated Financial Statements in Item 8 of SJI's and SJG's Annual Report on Form 10-K for the year ended December 31, 2020.
SJG:
In January 2021, the BPU approved SJG’s request from its June 2020 filing for an increase in its EET rate. The approval reflected a $5.9 million increase in revenues.
In March 2021, the BPU approved and made final the credit rate proposed in SJG’s September 2020 filing associated with Tax Reform, which was already in effect on a provisional basis. It is anticipated that the approved rate will result in SJG returning approximately $14.9 million in excess deferred income tax to its ratepayers.
In April 2021, the BPU approved the stipulation resolving SJG's July 2020 Compliance Filing for its SBC (this rider to SJG's tariff adjusts SJG's rates related to RAC, CLEP & USF). All rate changes were approved as requested, and the stipulated rates reflect a $5.5 million increase in revenues. The approved stipulation also contains authority to defer costs related to Natural Resource Defense claims, plus carrying costs.
Also, in April 2021, the BPU approved the stipulation for expansion of SJG's EEP program for three years, effective July 1, 2021, authorizing a total budget of $133.3 million which would initially increase annual revenue by $5.4 million.
In May 2021, the BPU approved the stipulation to resolve SJG's 2020-2021 BGSS filing, including recovery of $22.9 million of costs related to a previous pricing dispute on a long-term gas supply contract (see Note 8).
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ETG:
In the first quarter of 2021, final rates were approved by the BPU for ETG's 2020-2021 WNC and CEP filings, effective February 27, 2021, which were already in effect on a provisional basis. The BPU also approved the requested RAC rate reflecting a $3.2 million decrease in revenues related to the recovery of costs of remediation, effective April 1, 2021.
In April 2021, the BPU approved the stipulation for ETG's new EEP program to expand its EEPs for three years effective July 1, 2021 authorizing a total budget of $83.4 million which would initially increase annual revenues by $2.8 million. This new EEP program will replace the one currently in effect. In May 2021, the BPU also approved the stipulation to establish a CIP similar to SJG's CIP, which eliminates the link between usage and margin and includes a weather-related component. The CIP will become effective July 1, 2021.
8. REGULATORY ASSETS AND REGULATORY LIABILITIES:
Except as described below, there have been no significant changes to the nature or balances of the Utilities' regulatory assets and liabilities since December 31, 2020, which are described in Note 11 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020.
The Utilities' Regulatory Assets as of March 31, 2021 and December 31, 2020 consisted of the following items (in thousands):
| March 31, 2021 | |||||||||||
| SJG | ETG | Total SJI | |||||||||
| Environmental Remediation Costs: | |||||||||||
| Expended - Net | $ | 149,979 | $ | 6,034 | $ | 156,013 | |||||
| Liability for Future Expenditures | 98,579 | 88,705 | 187,284 | ||||||||
| Insurance Recovery Receivables | — | (6,807) | (6,807) | ||||||||
| Deferred ARO Costs | 43,704 | 27,594 | 71,298 | ||||||||
| Deferred Pension Costs - Unrecognized Prior Service Cost | — | 33,316 | 33,316 | ||||||||
| Deferred Pension and Other Postretirement Benefit Costs | 77,426 | 8,466 | 85,892 | ||||||||
| Deferred Gas Costs - Net | 19,198 | — | 19,198 | ||||||||
| CIP Receivable | 10,028 | — | 10,028 | ||||||||
| SBC Receivable (excluding RAC) | 4,771 | — | 4,771 | ||||||||
| Deferred Interest Rate Contracts | 7,441 | — | 7,441 | ||||||||
| EET/EEP | 16,848 | 2,909 | 19,757 | ||||||||
| Pipeline Supplier Service Charges | 411 | — | 411 | ||||||||
| Pipeline Integrity Cost | 5,981 | — | 5,981 | ||||||||
| AFUDC - Equity Related Deferrals | 11,883 | — | 11,883 | ||||||||
| WNC | — | 6,120 | 6,120 | ||||||||
| Other Regulatory Assets | 27,153 | 10,971 | 38,124 | ||||||||
| Total Regulatory Assets | $ | 473,402 | $ | 177,308 | $ | 650,710 | |||||
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| December 31, 2020 | |||||||||||
| SJG | ETG | Total SJI | |||||||||
| Environmental Remediation Costs: | |||||||||||
| Expended - Net | $ | 157,340 | $ | 5,196 | $ | 162,536 | |||||
| Liability for Future Expenditures | 101,243 | 91,837 | 193,080 | ||||||||
| Insurance Recovery Receivables | — | (6,807) | (6,807) | ||||||||
| Deferred ARO Costs | 42,365 | 25,453 | 67,818 | ||||||||
| Deferred Pension Costs - Unrecognized Prior Service Cost | — | 33,898 | 33,898 | ||||||||
| Deferred Pension and Other Postretirement Benefit Costs | 77,426 | 8,466 | 85,892 | ||||||||
| Deferred Gas Costs - Net | 19,178 | — | 19,178 | ||||||||
| CIP Receivable | 21,013 | — | 21,013 | ||||||||
| SBC Receivable (excluding RAC) | 3,453 | — | 3,453 | ||||||||
| Deferred Interest Rate Contracts | 9,938 | — | 9,938 | ||||||||
| EET/EEP | 18,725 | 3,062 | 21,787 | ||||||||
| Pipeline Supplier Service Charges | 434 | — | 434 | ||||||||
| Pipeline Integrity Cost | 6,091 | — | 6,091 | ||||||||
| AFUDC - Equity Related Deferrals | 11,822 | — | 11,822 | ||||||||
| WNC | — | 7,444 | 7,444 | ||||||||
| Other Regulatory Assets | 26,056 | 10,359 | 36,415 | ||||||||
| Total Regulatory Assets | $ | 495,084 | $ | 178,908 | $ | 673,992 | |||||
Except where noted below, all regulatory assets are or are expected to be recovered through utility rate charges, as detailed in the following discussion. The Utilities are currently permitted to recover interest on Environmental Remediation Costs, SBC Receivable, EET and Pipeline Integrity Costs, while the other assets are being recovered without a return on investment.
ENVIRONMENTAL REMEDIATION COSTS - SJG and ETG have regulatory assets associated with environmental costs related to the cleanup of environmental sites as discussed in Note 15 of SJI's and SJG's Annual Report on Form 10-K for the year ended December 31, 2020. The BPU allows SJG and ETG to recover the deferred costs not recovered from insurance carriers through their RAC mechanisms over seven-year periods after the costs are incurred.
DEFERRED GAS COSTS - NET - Over/under collections of gas costs are monitored through SJG's and ETG's BGSS clause. SJG's balance as of both March 31, 2021 and December 31, 2020 includes $22.9 million of costs related to a previous pricing dispute on a long-term gas supply contract. The amount paid by SJG to the third party supplier to settle the pricing dispute reflects a gas cost that ultimately will be recovered from SJG's customers through adjusted rates through the BGSS clause, as approved by the BPU in May 2021 (see Note 7). ETG's deferred gas costs-net are over-recovered at March 31, 2021, resulting in a regulatory liability.
CIP RECEIVABLE - The CIP tracking mechanism at SJG adjusts earnings when the actual usage per customer experienced during the period varies from an established baseline usage per customer. Actual usage per customer was more than the established baseline during the first three months of 2021, resulting in a reduction of the regulatory asset at March 31, 2021 as compared to December 31, 2020. This is primarily the result of colder than normal weather experienced in the region.
OTHER REGULATORY ASSETS - The increase from December 31, 2020 to March 31, 2021 is primarily related to incremental costs incurred related to the impacts to our business from the COVID-19 pandemic. On July 2, 2020, the BPU issued an Order authorizing New Jersey's regulated utilities to create a COVID-19-related regulatory asset by deferring on their books and records the prudently incurred incremental costs related to COVID-19 beginning on March 9, 2020 and continuing through September 30, 2021, or 60 days after the termination of the public health emergency, whichever is later. The Company is required to file quarterly reports with the BPU, along with a petition of recovery of such incremental costs with the BPU by December 31, 2021 or within 60 days of the close of the tracking period, whichever is later. As of March 31, 2021 and December 31, 2020, ETG deferred $7.8 million and $5.8 million, respectively, and SJG deferred $6.8 million and $4.7 million, respectively, of incremental costs principally related to expected credit losses from uncollectibles as a result of the COVID-19
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pandemic, specifically related to changes in payment patterns observed to date and consideration of macroeconomic factors. We have deemed these costs to be probable of recovery.
The Utilities Regulatory Liabilities as of March 31, 2021 and December 31, 2020 consisted of the following items (in thousands):
| March 31, 2021 | |||||||||||
| SJG | ETG | Total SJI | |||||||||
| Excess Plant Removal Costs | $ | 12,730 | $ | 33,772 | $ | 46,502 | |||||
| Excess Deferred Taxes | 225,008 | 113,166 | 338,174 | ||||||||
| Deferred Gas Costs - Net | — | 22,689 | 22,689 | ||||||||
| Amounts to be Refunded to Customers | — | 9,257 | 9,257 | ||||||||
| Other Regulatory Liabilities | — | 1,467 | 1,467 | ||||||||
| Total Regulatory Liabilities | $ | 237,738 | $ | 180,351 | $ | 418,089 | |||||
| December 31, 2020 | |||||||||||
| SJG | ETG | Total SJI | |||||||||
| Excess Plant Removal Costs | $ | 12,666 | $ | 37,953 | $ | 50,619 | |||||
| Excess Deferred Taxes | 232,694 | 113,888 | 346,582 | ||||||||
| Deferred Gas Costs - Net | — | 15,322 | 15,322 | ||||||||
| Amounts to be Refunded to Customers | — | 6,969 | 6,969 | ||||||||
| Other Regulatory Liabilities | — | 1,085 | 1,085 | ||||||||
| Total Regulatory Liabilities | $ | 245,360 | $ | 175,217 | $ | 420,577 | |||||
EXCESS DEFERRED TAXES - This liability is recognized as a result of Tax Reform enacted into law on December 22, 2017. The decrease in these liabilities for SJI and SJG from December 31, 2020 to March 31, 2021 is related to excess tax amounts returned to customers through customer billings. See Note 10 of SJI's and SJG's Annual Report on Form 10-K for the year ended December 31, 2020.
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9. PENSION AND OTHER POSTRETIREMENT BENEFITS:
For the three months ended March 31, 2021 and 2020, net periodic benefit cost related to the SJI employee and officer pension and other postretirement benefit plans consisted of the following components (in thousands):
| Pension Benefits | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Service Cost | $ | 1,591 | $ | 1,688 | |||||||
| Interest Cost | 3,236 | 3,763 | |||||||||
| Expected Return on Plan Assets | (5,834) | (5,452) | |||||||||
| Amortizations: | |||||||||||
| Prior Service Cost | 25 | 26 | |||||||||
| Actuarial Loss | 3,194 | 2,715 | |||||||||
| Net Periodic Benefit Cost | 2,212 | 2,740 | |||||||||
| Capitalized Benefit Cost | (566) | (544) | |||||||||
| Deferred Benefit Cost | (316) | (408) | |||||||||
| Total Net Periodic Benefit Expense | $ | 1,330 | $ | 1,788 | |||||||
| Other Postretirement Benefits | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Service Cost | $ | 212 | $ | 165 | |||||||
| Interest Cost | 475 | 608 | |||||||||
| Expected Return on Plan Assets | (1,436) | (1,346) | |||||||||
| Amortizations: | |||||||||||
| Prior Service Cost | (156) | (144) | |||||||||
| Actuarial Loss | 273 | 192 | |||||||||
| Net Periodic Benefit Cost | (632) | (525) | |||||||||
| Capitalized Benefit Cost | (106) | (108) | |||||||||
| Deferred Benefit Cost | 337 | 396 | |||||||||
| Total Net Periodic Benefit Expense | $ | (401) | $ | (237) | |||||||
The Pension Benefits Net Periodic Benefit Cost incurred by SJG was approximately $1.6 million and $1.9 million of the totals presented in the table above for the three months ended March 31, 2021 and 2020, respectively. The weighted average expected long term rate of return on plan assets used to determine the net benefit cost was 7.25%.
The Other Postretirement Benefits Net Periodic Benefit Cost incurred by SJG was approximately $(0.5) million and $0.7 million of the totals presented in the table above for the three months ended March 31, 2021 and 2020, respectively. The weighted average expected long term rate of return on plan assets used to determine the net benefit cost was 6.75%.
Capitalized benefit costs reflected in the table above relate to the Utilities' construction programs.
No contributions were made to the pension plans by either SJI or SJG during the three months ended March 31, 2021 or 2020. Future pension contributions by SJI cannot be determined at this time. Payments related to the unfunded SERP for SJG are expected to be approximately $3.7 million in 2021.
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See Note 12 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020 for additional information related to SJI’s and SJG's pension and other postretirement benefits.
10. LINES OF CREDIT & SHORT-TERM BORROWINGS:
Credit facilities and available liquidity as of March 31, 2021 were as follows (in thousands):
| Company | Total Facility | Usage | Available Liquidity | Expiration Date | ||||||||||||||||||||||
| SJI: | ||||||||||||||||||||||||||
| SJI Syndicated Revolving Credit Facility | $ | 500,000 | $ | 136,700 | (A) | $ | 363,300 | August 2022 | ||||||||||||||||||
| Total SJI | 500,000 | 136,700 | 363,300 | |||||||||||||||||||||||
| SJG: | ||||||||||||||||||||||||||
| Commercial Paper Program/Revolving Credit Facility | 200,000 | 1,400 | (B) | 198,600 | August 2022 | |||||||||||||||||||||
| Uncommitted Bank Line | 10,000 | — | 10,000 | September 2021 | ||||||||||||||||||||||
| Total SJG | 210,000 | 1,400 | 208,600 | |||||||||||||||||||||||
| ETG/SJIU: | ||||||||||||||||||||||||||
| ETG/SJIU Revolving Credit Facility | 200,000 | 45,100 | (C) | 154,900 | April 2023 | |||||||||||||||||||||
| Total | $ | 910,000 | $ | 183,200 | $ | 726,800 | ||||||||||||||||||||
(A) Includes letters of credit outstanding in the amount of $9.5 million, which is used to enable SJE to market retail electricity as well as for various construction and operating activities.
(B) Includes letters of credit outstanding in the amount of $1.4 million, which supports the remediation of environmental conditions at certain locations in SJG's service territory.
(C) Includes letters of credit outstanding in the amount of $1.0 million, which supports ETG's construction activity.
For SJI and SJG, the amount of usage shown in the table above, less the letters of credit noted in (A)-(C) for SJI and (B) for SJG above, equals the amounts recorded as Notes Payable on the respective condensed consolidated balance sheets as of March 31, 2021.
During the first quarter of 2021, SJI paid off its $150.0 million term loan agreement at maturity.
SJI's Five Year Revolving Credit Agreement ("Credit Agreement") allows SJI to borrow in the form of revolving loans a total aggregate amount of $500.0 million. In addition, as part of the total $500.0 million extension of credit, the Credit Agreement provides for swingline loans (in an amount not to exceed an aggregate of $50.0 million) and letters of credit (in an amount not to exceed an aggregate of $200.0 million), each at the applicable interest rates specified in the Credit Agreement.
SJIU and ETG (as Borrowers) have a $200.0 million revolving credit agreement which provides for the extension of credit to the Borrowers in a total aggregate amount of $200.0 million, in the form of revolving loans up to a full amount of $200.0 million, swingline loans in an amount not to exceed an aggregate of $20.0 million and letters of credit in an amount not to exceed an aggregate of $50.0 million, each at the applicable interest rates specified in the revolving credit agreement. Subject to certain conditions set forth in the revolving credit agreement, the Borrowers may increase the revolving credit facility up to a maximum aggregate amount of $50.0 million (for a total revolving facility of up to $250.0 million). In April 2021, SJIU and ETG entered into a fourth amendment to the revolving credit agreement. The principal purpose of the amendment was to extend the termination date of the revolving credit agreement from April 29, 2022 to April 26, 2023.
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SJG has a revolving credit facility which allows SJG to borrow in the form of revolving loans a total aggregate amount $200.0 million. SJG has a commercial paper program under which SJG may issue short-term, unsecured promissory notes to qualified investors up to a maximum aggregate amount outstanding at any time of $200.0 million. The notes have fixed maturities which vary by note, but may not exceed 270 days from the date of issue. Proceeds from the notes are used for general corporate purposes. SJG uses the commercial paper program in tandem with its $200.0 million revolving credit facility and the principal amount of borrowings outstanding under the commercial paper program and the credit facility cannot exceed an aggregate of $200.0 million.
Each of the credit facilities are provided by a syndicate of banks. The NPA for Senior Unsecured Notes issued by SJI, and the Utilities' credit facilities, contain a financial covenant limiting the ratio of indebtedness to total capitalization (as defined in the respective NPA or credit agreement) to not more than 0.70 to 1, measured at the end of each fiscal quarter. SJI and the Utilities were in compliance with these covenants as of March 31, 2021. For SJI, the equity units are treated as equity (as opposed to how they are classified on the condensed consolidated balance sheet, as long-term debt; see Note 4) for purposes of the covenant calculation.
The credit facilities are restricted as to use and availability specifically to the respective subsidiaries; however, if necessary, the SJI facilities can also be used to support the liquidity needs of the subsidiaries. Borrowings under these credit facilities are at market rates.
Although there can be no assurance, management believes that actions presently being taken to pay off or refinance the short-term debt and borrowings that are due within the next year will be successful, as the Company has been successful in refinancing debt in the past. No adjustments have been made to the financial statements to account for this uncertainty.
The weighted average interest rate on these borrowings, which changes daily, were as follows:
| March 31, 2021 | March 31, 2020 | ||||||||||
| Weighted average interest rate on borrowings: | |||||||||||
| SJI (inclusive of SJG, ETG and SJIU) | 1.40 | % | 2.02 | % | |||||||
| SJG | 0.19 | % | 1.76 | % | |||||||
Average borrowings and maximum amounts outstanding on these facilities were as follows (in thousands):
| Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | ||||||||||
| Average borrowings outstanding, not including LOC: | |||||||||||
| SJI (inclusive of all subsidiaries' facilities) | $ | 366,500 | $ | 774,000 | |||||||
| SJG | $ | 21,200 | $ | 152,500 | |||||||
| Maximum amounts outstanding, not including LOC: | |||||||||||
| SJI (inclusive of all subsidiaries' facilities) | $ | 452,900 | $ | 872,200 | |||||||
| SJG | $ | 47,500 | $ | 171,700 | |||||||
11. COMMITMENTS AND CONTINGENCIES:
Except as described below, there have been no significant changes to the Company's commitments and contingencies since December 31, 2020, which are described in Note 15 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020.
GUARANTEES — As of March 31, 2021, SJI had issued $11.4 million of parental guarantees on behalf of EnergyMark, an unconsolidated subsidiary. These guarantees generally expire within one year and were issued to enable the subsidiary to market retail natural gas.
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AFFILIATE LOANS - SJI has committed to provide up to $25.0 million in capital contribution loans to REV, $19.3 million of which have been issued and recorded in Notes Receivable - Affiliates on the condensed consolidated balance sheets as of both March 31, 2021 and December 31, 2020 (see Note 3). SJI anticipates issuing the remaining $5.7 million of these loans during the remainder of 2021. Additionally, the amount of capital contribution loans may be amended upward from time to time at the sole discretion of SJI per the terms of the transaction.
LONG-TERM DEBT - As discussed in Note 14 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020, ETG expects to issue three tranches of Series 2020A-2 Bonds, that are part of the November 2020 BPA, on June 15, 2021.
AMA - ETG has an AMA with SJRG for transportation and storage capacity to meet natural gas demands. The AMA is in effect through March 31, 2022. It also requires SJRG to pay minimum annual fees of $4.25 million to ETG and includes tiered margin sharing levels between ETG and SJRG.
COLLECTIVE BARGAINING AGREEMENTS — As of March 31, 2021, SJI and its subsidiaries employed 1,155 employees compared with 1,130 employees as of December 31, 2020. As of March 31, 2021, 304 of the total number of employees were represented by labor unions at SJG, and 164 were represented by a labor union at ETG. As of December 31, 2020, 303 of the total number of employees were represented by labor unions at SJG, and 167 were represented by a labor union at ETG. SJI has collective bargaining agreements with unions that represent these employees: IBEW Local 1293, IAM Local 76 and UWUA Local 424. SJG employees represented by the IBEW operate under a collective bargaining agreement that runs through February 2022. SJG's remaining unionized employees are represented by the IAM and operate under a collective bargaining agreement that runs through August 2021; negotiations with IAM Local 76 with regard to this collective bargaining agreement are expected to commence in the near future. ETG employees represented by the UWUA operate under a collective bargaining agreement that runs through November 2022.
EQUITY AND CONVERTIBLE UNITS - The Company has a contract obligating the holder of the Equity Units to purchase from the Company, and for the Company to sell to the holder for a price in cash of $50, a certain number of shares of common stock. In April 2021, a similar contract related to SJI's Convertible Units was settled. See Note 4.
LITIGATION — SJI and SJG are subject to claims, actions and other legal proceedings arising in the ordinary course of business. Neither SJI nor SJG can make any assurance as to the outcome of any of these actions but, based on an analysis of these claims and consultation with outside counsel, we do not believe that any of these claims, other than described below, would be reasonably likely to have a material impact on the business or financial statements of SJI or SJG.
In August 2018, the State of New Jersey filed a civil enforcement action against SJG and several other current and former owners of certain property in Atlantic City, NJ alleging damage to the State's natural resources and seeking payment for damages to those natural resources, where SJG and its predecessors previously operated a manufactured gas plant. Assessment of the nature and extent of the alleged damages requires substantial analysis from multiple experts. To date, discovery has not yet taken place and there is limited precedent on a number of the legal matters involved. As a result, SJG is currently evaluating the merits of the State of New Jersey’s allegations. Consequently, SJG cannot reasonably estimate or provide an assessment of the claim or any assurances regarding its outcome; however, an adverse outcome in the litigation could have a material impact on SJG’s results of operations, financial condition, and liquidity. All parties have agreed to and begun mediation efforts. SJG intends to vigorously defend itself in this matter. This manufactured gas plant site has been fully remediated.
Liabilities related to claims are accrued when the amount or range of amounts of probable settlement costs or other charges for these claims can be reasonably estimated. For matters other than the disputes noted above, SJI has accrued approximately $4.3 million and $4.1 million related to all claims in the aggregate as of March 31, 2021 and December 31, 2020, respectively, of which SJG has accrued approximately $1.2 million as of both March 31, 2021 and December 31, 2020.
ENVIRONMENTAL REMEDIATION COSTS — Except as noted under "Litigation" above, there have been no significant changes to the status of SJI’s environmental remediation efforts since December 31, 2020, as described in Note 15 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020.
12. DERIVATIVE INSTRUMENTS:
Certain SJI subsidiaries, including SJG, are involved in buying, selling, transporting and storing natural gas and buying and selling retail electricity for their own accounts as well as managing these activities for third parties. These subsidiaries are
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subject to market risk on expected future purchases and sales due to commodity price fluctuations. SJI and SJG use a variety of derivative instruments to limit this exposure to market risk in accordance with strict corporate guidelines. These derivative instruments include forward contracts, swap agreements, options contracts and futures contracts.
As of March 31, 2021, SJI and SJG had outstanding derivative contracts as follows:
| SJI Consolidated | SJG | |||||||
| Derivative contracts intended to limit exposure to market risk to: | ||||||||
| Expected future purchases of natural gas (in MMdts) | 77.7 | 13.6 | ||||||
| Expected future sales of natural gas (in MMdts) | 104.5 | 0.6 | ||||||
| Basis and Index related net purchase contracts (in MMdts) | 78.8 | 12.5 | ||||||
The expected future purchases and sales of electricity are not material.
These contracts, which have not been designated as hedging instruments under GAAP, are measured at fair value and recorded in Derivatives - Energy Related Assets or Derivatives - Energy Related Liabilities on the condensed consolidated balance sheets of SJI and SJG. For SJE and SJRG contracts, the net unrealized pre-tax gains (losses) for these energy-related commodity contracts are included with realized gains (losses) in Operating Revenues – Nonutility on the condensed consolidated statements of income for SJI. These unrealized pre-tax (losses) were $(0.1) million and $(0.3) million for the three months ended March 31, 2021 and 2020, respectively. For ETG's and SJG's contracts, the costs or benefits are recoverable through the BGSS clause, subject to BPU approval. As a result, the net unrealized pre-tax gains (losses) for SJG and ETG energy-related commodity contracts are included with realized gains and losses in Regulatory Assets or Regulatory Liabilities on the condensed consolidated balance sheets of SJI (ETG and SJG) and SJG. As of March 31, 2021 and December 31, 2020, SJI had $3.2 million and $2.4 million, respectively, and SJG had $0.4 million and $1.1 million, respectively, of unrealized gains included in its BGSS related to energy-related commodity contracts.
SJG has interest rate derivatives to mitigate exposure to increasing interest rates and the impact of those rates on cash flows of variable-rate debt. These interest rate derivatives are measured at fair value and recorded in Derivatives - Other on the condensed consolidated balance sheets. For SJG interest rate derivatives, the fair value represents the amount SJG would have to pay the counterparty to terminate these contracts as of those dates.
As of March 31, 2021, SJG’s active interest rate swaps were as follows:
| Notional Amount | Fixed Interest Rate | Start Date | Maturity | |||||||||||||||||
| $ | 12,500,000 | 3.530% | 12/1/2006 | 2/1/2036 | ||||||||||||||||
| $ | 12,500,000 | 3.430% | 12/1/2006 | 2/1/2036 | ||||||||||||||||
For the unrealized gains and losses on interest rate derivatives at SJG, management believes that, subject to BPU approval, the market value upon termination can be recovered in rates and, therefore, these unrealized gains (losses) have been included in Other Regulatory Assets in the condensed consolidated balance sheets.
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The fair values of all derivative instruments, as reflected in the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020, are as follows (in thousands):
| SJI (includes SJG and all other consolidated subsidiaries): | ||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments under GAAP | March 31, 2021 | December 31, 2020 | ||||||||||||||||||||||||
| Assets | Liabilities | Assets | Liabilities | |||||||||||||||||||||||
| Energy-related commodity contracts: | ||||||||||||||||||||||||||
| Derivatives - Energy Related - Current | $ | 38,541 | $ | 21,837 | $ | 41,439 | $ | 27,006 | ||||||||||||||||||
| Derivatives - Energy Related - Non-Current | 16,084 | 11,818 | 6,935 | 4,947 | ||||||||||||||||||||||
| Interest rate contracts: | ||||||||||||||||||||||||||
| Derivatives - Other - Current | — | 502 | — | 659 | ||||||||||||||||||||||
| Derivatives - Other - Noncurrent | — | 6,939 | — | 9,279 | ||||||||||||||||||||||
| Total derivatives not designated as hedging instruments under GAAP | $ | 54,625 | $ | 41,096 | $ | 48,374 | $ | 41,891 | ||||||||||||||||||
| Total Derivatives | $ | 54,625 | $ | 41,096 | $ | 48,374 | $ | 41,891 | ||||||||||||||||||
| SJG: | ||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments under GAAP | March 31, 2021 | December 31, 2020 | ||||||||||||||||||||||||
| Assets | Liabilities | Assets | Liabilities | |||||||||||||||||||||||
| Energy-related commodity contracts: | ||||||||||||||||||||||||||
| Derivatives – Energy Related – Current | $ | 4,382 | $ | 352 | $ | 4,053 | $ | 2,868 | ||||||||||||||||||
| Derivatives – Energy Related – Non-Current | — | 275 | 87 | 190 | ||||||||||||||||||||||
| Interest rate contracts: | ||||||||||||||||||||||||||
| Derivatives – Other - Current | — | 502 | — | 659 | ||||||||||||||||||||||
| Derivatives – Other - Noncurrent | — | 6,939 | — | 9,279 | ||||||||||||||||||||||
| Total derivatives not designated as hedging instruments under GAAP | $ | 4,382 | $ | 8,068 | $ | 4,140 | $ | 12,996 | ||||||||||||||||||
| Total Derivatives | $ | 4,382 | $ | 8,068 | $ | 4,140 | $ | 12,996 | ||||||||||||||||||
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SJI and SJG enter into derivative contracts with counterparties, some of which are subject to master netting arrangements, which allow net settlements under certain conditions. These derivatives are presented at gross fair values on the condensed consolidated balance sheets. Information related to these offsetting arrangements were as follows (in thousands):
| As of March 31, 2021 | ||||||||||||||||||||||||||||||||||||||
| Description | Gross amounts of recognized assets/liabilities | Gross amount offset in the balance sheet | Net amounts of assets/liabilities in balance sheet | Gross amounts not offset in the balance sheet | Net amount | |||||||||||||||||||||||||||||||||
| Financial Instruments | Cash Collateral Posted/(Received) | |||||||||||||||||||||||||||||||||||||
| SJI (includes SJG and all other consolidated subsidiaries): | ||||||||||||||||||||||||||||||||||||||
| Derivatives - Energy Related Assets | $ | 54,625 | $ | — | $ | 54,625 | $ | (26,491) | (A) | $ | (5,163) | $ | 22,971 | |||||||||||||||||||||||||
| Derivatives - Energy Related Liabilities | $ | (33,655) | $ | — | $ | (33,655) | $ | 26,491 | (B) | $ | — | $ | (7,164) | |||||||||||||||||||||||||
| Derivatives - Other | $ | (7,441) | $ | — | $ | (7,441) | $ | — | $ | — | $ | (7,441) | ||||||||||||||||||||||||||
| SJG: | ||||||||||||||||||||||||||||||||||||||
| Derivatives - Energy Related Assets | $ | 4,382 | $ | — | $ | 4,382 | $ | (613) | (A) | $ | — | $ | 3,769 | |||||||||||||||||||||||||
| Derivatives - Energy Related Liabilities | $ | (627) | $ | — | $ | (627) | $ | 613 | (B) | $ | — | $ | (14) | |||||||||||||||||||||||||
| Derivatives - Other | $ | (7,441) | $ | — | $ | (7,441) | $ | — | $ | — | $ | (7,441) | ||||||||||||||||||||||||||
| As of December 31, 2020 | ||||||||||||||||||||||||||||||||||||||
| Description | Gross amounts of recognized assets/liabilities | Gross amount offset in the balance sheet | Net amounts of assets/liabilities in balance sheet | Gross amounts not offset in the balance sheet | Net amount | |||||||||||||||||||||||||||||||||
| Financial Instruments | Cash Collateral Posted/(Received) | |||||||||||||||||||||||||||||||||||||
| SJI (includes SJG and all other consolidated subsidiaries): | ||||||||||||||||||||||||||||||||||||||
| Derivatives - Energy Related Assets | $ | 48,374 | $ | — | $ | 48,374 | $ | (24,027) | (A) | $ | — | $ | 24,347 | |||||||||||||||||||||||||
| Derivatives - Energy Related Liabilities | $ | (31,953) | $ | — | $ | (31,953) | $ | 24,027 | (B) | $ | 2,176 | $ | (5,750) | |||||||||||||||||||||||||
| Derivatives - Other | $ | (9,938) | $ | — | $ | (9,938) | $ | — | $ | — | $ | (9,938) | ||||||||||||||||||||||||||
| SJG: | ||||||||||||||||||||||||||||||||||||||
| Derivatives - Energy Related Assets | $ | 4,140 | $ | — | $ | 4,140 | $ | (716) | (A) | $ | — | $ | 3,424 | |||||||||||||||||||||||||
| Derivatives - Energy Related Liabilities | $ | (3,058) | $ | — | $ | (3,058) | $ | 716 | (B) | $ | 2,176 | $ | (166) | |||||||||||||||||||||||||
| Derivatives - Other | $ | (9,938) | $ | — | $ | (9,938) | $ | — | $ | — | $ | (9,938) | ||||||||||||||||||||||||||
(A) The balances at March 31, 2021 and December 31, 2020 were related to derivative liabilities which can be net settled against derivative assets.
(B) The balances at March 31, 2021 and December 31, 2020 were related to derivative assets which can be net settled against derivative liabilities.
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The effect of derivative instruments on the condensed consolidated statements of income are as follows (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| Derivatives Previously in Cash Flow Hedging Relationships under GAAP | 2021 | 2020 | ||||||||||||
| SJI (includes SJG and all other consolidated subsidiaries): | ||||||||||||||
| Interest Rate Contracts: | ||||||||||||||
| Losses reclassified from AOCL into income (a) | $ | (12) | $ | (12) | ||||||||||
| SJG: | ||||||||||||||
| Interest Rate Contracts: | ||||||||||||||
| Losses reclassified from AOCL into income (a) | $ | (12) | $ | (12) | ||||||||||
(a) Included in Interest Charges
| Three Months Ended March 31, | ||||||||||||||
| Derivatives Not Designated as Hedging Instruments under GAAP | 2021 | 2020 | ||||||||||||
| SJI (no balances for SJG; includes all other consolidated subsidiaries): | ||||||||||||||
| Losses on energy-related commodity contracts (a) | $ | (44) | $ | (276) | ||||||||||
| Losses on interest rate contracts (b) | — | (4,046) | ||||||||||||
| Total | $ | (44) | $ | (4,322) | ||||||||||
(a) Included in Operating Revenues - Nonutility
(b) Included in Interest Charges
Certain of SJI’s derivative instruments contain provisions that require immediate payment or demand immediate and ongoing collateralization on derivative instruments in net liability positions in the event of a material adverse change in the credit standing of SJI. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that are in a liability position on March 31, 2021 is not material. The amount SJI would have been required to pay to settle the instruments immediately or post collateral to its counterparties if the credit-risk-related contingent features underlying these agreements were triggered on March 31, 2021 after offsetting asset positions with the same counterparties under master netting arrangements, is also not material.
13. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES:
GAAP establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The levels of the hierarchy are described below:
•Level 1: Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and financial liabilities and their placement within the fair value hierarchy.
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For financial assets and financial liabilities measured at fair value on a recurring basis, information about the fair value measurements for each major category is as follows (in thousands):
| As of March 31, 2021 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| SJI (includes SJG and all other consolidated subsidiaries): | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Available-for-Sale Securities (A) | $ | 32 | $ | 32 | $ | — | $ | — | |||||||||||||||
| Derivatives – Energy Related Assets (B) | 54,625 | 11,509 | 30,544 | 12,572 | |||||||||||||||||||
| $ | 54,657 | $ | 11,541 | $ | 30,544 | $ | 12,572 | ||||||||||||||||
| SJG: | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Derivatives – Energy Related Assets (B) | $ | 4,382 | $ | 974 | $ | 6 | $ | 3,402 | |||||||||||||||
| $ | 4,382 | $ | 974 | $ | 6 | $ | 3,402 | ||||||||||||||||
| SJI (includes SJG and all other consolidated subsidiaries): | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives – Energy Related Liabilities (B) | $ | 33,655 | $ | 3,582 | $ | 28,921 | $ | 1,152 | |||||||||||||||
| Derivatives – Other (C) | 7,441 | — | 7,441 | — | |||||||||||||||||||
| $ | 41,096 | $ | 3,582 | $ | 36,362 | $ | 1,152 | ||||||||||||||||
| SJG: | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives – Energy Related Liabilities (B) | $ | 627 | $ | 613 | $ | 3 | $ | 11 | |||||||||||||||
| Derivatives – Other (C) | 7,441 | — | 7,441 | — | |||||||||||||||||||
| $ | 8,068 | $ | 613 | $ | 7,444 | $ | 11 | ||||||||||||||||
| As of December 31, 2020 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| SJI (includes SJG and all other consolidated subsidiaries): | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Available-for-Sale Securities (A) | $ | 32 | $ | 32 | $ | — | $ | — | |||||||||||||||
| Derivatives – Energy Related Assets (B) | 48,374 | 11,447 | 23,527 | 13,400 | |||||||||||||||||||
| $ | 48,406 | $ | 11,479 | $ | 23,527 | $ | 13,400 | ||||||||||||||||
| SJG: | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Derivatives – Energy Related Assets (B) | $ | 4,140 | $ | 715 | $ | 32 | $ | 3,393 | |||||||||||||||
| $ | 4,140 | $ | 715 | $ | 32 | $ | 3,393 | ||||||||||||||||
| SJI (includes SJG and all other consolidated subsidiaries): | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives – Energy Related Liabilities (B) | $ | 31,953 | $ | 8,605 | $ | 20,954 | $ | 2,394 | |||||||||||||||
| Derivatives – Other (C) | 9,938 | — | 9,938 | — | |||||||||||||||||||
| $ | 41,891 | $ | 8,605 | $ | 30,892 | $ | 2,394 | ||||||||||||||||
| SJG: | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives – Energy Related Liabilities (B) | $ | 3,058 | $ | 2,891 | $ | 159 | $ | 8 | |||||||||||||||
| Derivatives – Other (C) | 9,938 | — | 9,938 | — | |||||||||||||||||||
| $ | 12,996 | $ | 2,891 | $ | 10,097 | $ | 8 | ||||||||||||||||
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Counterparty credit risk and the credit risk of SJI are incorporated and considered in the valuation of all derivative instruments as appropriate. The effect of counterparty credit risk and the credit risk of SJI on the derivative valuations is not significant.
(A) Available-for-Sale Securities include securities that are traded in active markets and securities that are not traded publicly. The securities traded in active markets are valued using the quoted principal market close prices that are provided by the trustees and are categorized in Level 1 in the fair value hierarchy.
(B) Derivatives – Energy Related Assets and Liabilities are traded in both exchange-based and non-exchange-based markets. Exchange-based contracts are valued using unadjusted quoted market sources in active markets and are categorized in Level 1 in the fair value hierarchy. Certain non-exchange-based contracts are valued using indicative price quotations available through brokers or over-the-counter, on-line exchanges and are categorized in Level 2. These price quotations reflect the average of the bid-ask mid-point prices and are obtained from sources that management believes provide the most liquid market. Management reviews and corroborates the price quotations with at least one additional source to ensure the prices are observable market information, which includes consideration of actual transaction volumes, market delivery points, bid-ask spreads and contract duration. For non-exchange-based derivatives that trade in less liquid markets with limited pricing information, model inputs generally would include both observable and unobservable inputs. In instances where observable data is unavailable, management considers the assumptions that market participants would use in valuing the asset or liability. This includes assumptions about market risks such as liquidity, volatility and contract duration. Such instruments are categorized in Level 3 in the fair value hierarchy as the model inputs generally are not observable.
Management uses the discounted cash flow model to value Level 3 physical and financial forward contracts, which calculates mark-to-market valuations based on forward market prices, original transaction prices, volumes, risk-free rate of return and credit spreads. Inputs to the valuation model are reviewed and revised as needed, based on historical information, updated market data, market liquidity and relationships, and changes in third party pricing sources. The validity of the mark-to-market valuations and changes in these values from period to period are examined and qualified against historical expectations by the risk management function. If any discrepancies are identified during this process, the mark-to-market valuations or the market pricing information is evaluated further and adjusted, if necessary.
(C) Derivatives – Derivative instruments that are used to limit our exposure to changes in interest rates on variable-rate, long-term debt are valued using quoted prices on commonly quoted intervals, which are interpolated for periods different than the quoted intervals, as inputs to a market valuation model. Market inputs can generally be verified and model selection does not involve significant management judgment, as a result, these instruments are categorized in Level 2 in the fair value hierarchy.
The following table provides quantitative information regarding significant unobservable inputs in Level 3 fair value measurements (in thousands, except for ranges):
SJI (includes SJG and all other consolidated subsidiaries):
| Type | Fair Value at March 31, 2021 | Valuation Technique | Significant Unobservable Input | Range [Weighted Average] | ||||||||||||||||
| Assets | Liabilities | |||||||||||||||||||
| Forward Contract - Natural Gas | $12,367 | $826 | Discounted Cash Flow | Forward price (per dt) | $1.33 - $6.61 [$2.61] | (A) | ||||||||||||||
| Forward Contract - Electric | $205 | $326 | Discounted Cash Flow | Fixed electric load profile (on-peak) | 40.34% - 100.00% [70.51%] | (B) | ||||||||||||||
| Fixed electric load profile (off-peak) | 0.00% - 59.66% [29.49%] | (B) | ||||||||||||||||||
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| Type | Fair Value at December 31, 2020 | Valuation Technique | Significant Unobservable Input | Range [Weighted Average] | ||||||||||||||||
| Assets | Liabilities | |||||||||||||||||||
| Forward Contract - Natural Gas | $12,824 | $1,764 | Discounted Cash Flow | Forward price (per dt) | $1.44 - $6.77 [$2.67] | (A) | ||||||||||||||
| Forward Contract - Electric | $576 | $630 | Discounted Cash Flow | Fixed electric load profile (on-peak) | 40.34% - 100.00% [65.69%] | (B) | ||||||||||||||
| Fixed electric load profile (off-peak) | 0.00% - 59.66% [34.31%] | (B) | ||||||||||||||||||
SJG:
| Type | Fair Value at March 31, 2021 | Valuation Technique | Significant Unobservable Input | Range [Weighted Average] | ||||||||||||||||
| Assets | Liabilities | |||||||||||||||||||
| Forward Contract - Natural Gas | $ | 3,402 | $ | 11 | Discounted Cash Flow | Forward price (per dt) | $1.75 - $5.03 [$3.12] | (A) | ||||||||||||
| Type | Fair Value at December 31, 2020 | Valuation Technique | Significant Unobservable Input | Range [Weighted Average] | ||||||||||||||||
| Assets | Liabilities | |||||||||||||||||||
| Forward Contract - Natural Gas | $ | 3,393 | $ | 8 | Discounted Cash Flow | Forward price (per dt) | $2.48 - $3.63 [$3.16] | (A) | ||||||||||||
(A) Represents the range, along with the weighted average, of forward prices for the sale and purchase of natural gas.
(B) Represents the range, along with the weighted average, of the percentage of contracted usage that is loaded during on-peak hours versus off-peak.
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The changes in fair value measurements of Derivatives – Energy Related Assets and Liabilities, using significant unobservable inputs (Level 3), are as follows (in thousands):
| Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | ||||||||||
| SJI (includes SJG and all other consolidated subsidiaries): | |||||||||||
| Balance at beginning of period | $ | 11,006 | $ | 17,574 | |||||||
| Other Changes in Fair Value from Continuing and New Contracts, Net | 5,477 | 9,403 | |||||||||
| Settlements | (5,063) | (7,999) | |||||||||
| Balance at end of period | $ | 11,420 | $ | 18,978 | |||||||
| SJG: | |||||||||||
| Balance at beginning of period | $ | 3,385 | $ | 5,035 | |||||||
| Other Changes in Fair Value from Continuing and New Contracts, Net | 3,391 | 4,806 | |||||||||
| Settlements | (3,385) | (5,035) | |||||||||
| Balance at end of period | $ | 3,391 | $ | 4,806 | |||||||
14. LONG-TERM DEBT:
SJI and SJG had the following long-term debt-related activity during the three months ended March 31, 2021:
In March 2021, SJI completed a public offering of Equity Units for gross proceeds of $300.0 million (see Note 4). As of March 31, 2021, these Equity Units were not converted into equity; as such, the net proceeds, after underwriting discounts and commissions, of $291.0 million are recorded as Long-Term Debt on the condensed consolidated balance sheets.
On April 1, 2021, additional proceeds were received as the underwriters exercised their option to purchase additional Equity Units (see Notes 4 and 18). Gross proceeds were approximately $35.0 million, with net proceeds, after deducting underwriting discounts and commissions, of approximately $34.0 million.
In March 2021, SJG paid $2.5 million of 4.84% MTNs due annually beginning March 2021.
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15. REVENUE:
There have been no significant changes to the nature of the Company's revenues or the revenue recognition policies and practices of the Company since December 31, 2020, which are described in Note 19 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020.
Disaggregated revenues from contracts with customers are disclosed below, by operating segment (in thousands). The presentation of disaggregated revenues for the prior periods has been revised to conform to the realignment of our operating segments as discussed in Note 6.
| Three Months Ended March 31, 2021 | |||||||||||||||||||||||
| SJG Utility Operations | ETG Utility Operations | Wholesale Energy Operations | Retail Services | Renewables | Corporate Services and Intersegment | Total | |||||||||||||||||
| Customer Type: | |||||||||||||||||||||||
| Residential | $ | 166,589 | $ | 105,904 | $ | — | $ | 512 | $ | — | $ | — | $ | 273,005 | |||||||||
| Commercial & Industrial | 60,313 | 49,654 | 373,967 | 1,607 | 6,423 | (6,777) | 485,187 | ||||||||||||||||
| OSS & Capacity Release | 2,299 | — | — | — | — | — | 2,299 | ||||||||||||||||
| Other | 761 | 192 | — | 935 | — | (96) | 1,792 | ||||||||||||||||
| $ | 229,962 | $ | 155,750 | $ | 373,967 | $ | 3,054 | $ | 6,423 | $ | (6,873) | $ | 762,283 | ||||||||||
| Product/Service Line: | |||||||||||||||||||||||
| Gas | $ | 229,962 | $ | 155,750 | $ | 373,967 | $ | — | $ | — | $ | (6,699) | $ | 752,980 | |||||||||
| Electric | — | — | — | 1,607 | — | (78) | 1,529 | ||||||||||||||||
| Solar | — | — | — | — | 1,911 | — | 1,911 | ||||||||||||||||
| Landfills | — | — | — | — | 425 | — | 425 | ||||||||||||||||
| Fuel Cells | — | — | — | — | 4,087 | — | 4,087 | ||||||||||||||||
| Other | — | — | — | 1,447 | — | (96) | 1,351 | ||||||||||||||||
| $ | 229,962 | $ | 155,750 | $ | 373,967 | $ | 3,054 | $ | 6,423 | $ | (6,873) | $ | 762,283 | ||||||||||
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| Three Months Ended March 31, 2020 | ||||||||||||||||||||||||||
| SJG Utility Operations | ETG Utility Operations | ELK Utility Operations | Wholesale Energy Operations | Retail Services | Renewables | Corporate Services and Intersegment | Total | |||||||||||||||||||
| Customer Type: | ||||||||||||||||||||||||||
| Residential | $ | 142,808 | $ | 92,409 | $ | 1,536 | $ | — | $ | 489 | $ | — | $ | — | $ | 237,242 | ||||||||||
| Commercial & Industrial | 41,835 | 37,148 | 1,659 | 138,995 | 7,363 | 6,988 | (2,372) | 231,616 | ||||||||||||||||||
| OSS & Capacity Release | 2,609 | — | — | — | — | — | — | 2,609 | ||||||||||||||||||
| Other | 557 | 3,849 | 83 | — | — | — | — | 4,489 | ||||||||||||||||||
| $ | 187,809 | $ | 133,406 | $ | 3,278 | $ | 138,995 | $ | 7,852 | $ | 6,988 | $ | (2,372) | $ | 475,956 | |||||||||||
| Product/Service Line: | ||||||||||||||||||||||||||
| Gas | $ | 187,809 | $ | 133,406 | $ | 3,278 | $ | 138,995 | $ | — | $ | — | $ | (1,089) | $ | 462,399 | ||||||||||
| Electric | — | — | — | — | 6,994 | — | (1,283) | 5,711 | ||||||||||||||||||
| Solar | — | — | — | — | — | 1,907 | — | 1,907 | ||||||||||||||||||
| CHP | — | — | — | — | — | 3,502 | — | 3,502 | ||||||||||||||||||
| Landfills | — | — | — | — | — | 1,579 | — | 1,579 | ||||||||||||||||||
| Other | — | — | — | — | 858 | — | — | 858 | ||||||||||||||||||
| $ | 187,809 | $ | 133,406 | $ | 3,278 | $ | 138,995 | $ | 7,852 | $ | 6,988 | $ | (2,372) | $ | 475,956 | |||||||||||
The SJG balance is a part of the SJG Utility Operations segment, and is before intercompany eliminations with other SJI entities.
Revenues on the condensed consolidated statements of income that are not with contracts with customers consist of (a) revenues from alternative revenue programs at the SJG and ETG utility operating segments (including CIP and WNC), (b) both utility and nonutility realized revenue from derivative contracts at the SJG and ETG utility, Wholesale Energy Operations and Retail Services operating segments, and (c) unrealized revenues from derivative contracts of the Wholesale Energy Operations and Retail Services operating segments.
The Utilities' rate mechanisms that qualify as alternative revenue programs are described in Note 10 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020. These mechanisms are subject to compliance filings on at least an annual basis, and the tariff rate adjustments are designed to occur over this compliance period. These rate mechanisms satisfy the criteria in ASC 980-605-25-4, as (a) each mechanism is established by order of the BPU for SJG and ETG; (b) the amounts recoverable under each program are determined by tracking and are probable of recovery; and (c) the adjustments to tariff rates are designed to recover from or refund to customers within a 24 month period. For each individual rate reconciling mechanism, operating revenues are recognized when allowable costs are greater than the amounts billed in the current period and are reduced when allowable costs are less than amounts billed in the current period. Total revenues arising from alternative revenue programs at SJI were $1.0 million and $47.7 million for the three months ended March 31, 2021 and 2020, respectively. Total revenues arising from alternative revenue programs at SJG were $(0.8) million and $37.1 million for the three months ended March 31, 2021 and 2020, respectively.
The following table provides information about SJI's and SJG's receivables (excluding SJG receivables from related parties) and unbilled revenue from contracts with customers (in thousands):
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| Accounts Receivable (A) | Unbilled Revenue (B) | |||||||
| SJI (including SJG and all other consolidated subsidiaries): | ||||||||
| Beginning balance as of January 1, 2021 | $ | 278,723 | $ | 85,423 | ||||
| Ending balance as of March 31, 2021 | 327,832 | 68,155 | ||||||
| Increase (Decrease) | $ | 49,109 | $ | (17,268) | ||||
| Beginning balance as of January 1, 2020 | $ | 253,661 | $ | 84,821 | ||||
| Ending balance as of March 31, 2020 | 262,850 | 51,973 | ||||||
| Increase (Decrease) | $ | 9,189 | $ | (32,848) | ||||
| SJG: | ||||||||
| Beginning balance as of January 1, 2021 | $ | 88,657 | $ | 46,837 | ||||
| Ending balance as of March 31, 2021 | 130,286 | 35,362 | ||||||
| Increase (Decrease) | $ | 41,629 | $ | (11,475) | ||||
| Beginning balance as of January 1, 2020 | $ | 84,940 | $ | 45,016 | ||||
| Ending balance as of March 31, 2020 | 112,606 | 24,916 | ||||||
| Increase (Decrease) | $ | 27,666 | $ | (20,100) | ||||
(A) Included in Accounts Receivable in the condensed consolidated balance sheets. A receivable is SJI's and SJG's right to consideration that is unconditional, as only the passage of time is required before payment is expected from the customer.
(B) Included in Unbilled Revenues in the condensed consolidated balance sheets. All unbilled revenue for SJI and SJG arises from contracts with customers. Unbilled revenue relates to SJI's and SJG's right to receive payment for commodity delivered but not yet billed. This represents contract assets that arise from contracts with customers, which is defined in ASC 606 as the right to payment in exchange for goods already transferred to a customer, excluding any amounts presented as a receivable. The unbilled revenue is transferred to accounts receivable when billing occurs and the rights to collection become unconditional.
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16. ACQUISITIONS & BUSINESS COMBINATIONS:
There have been no changes to the accounting policies with regards to asset acquisitions and business combinations described in Note 1 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020.
Notes 1 and 20 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020 describe the asset acquisitions and business combinations that occurred in 2020, which include Catamaran/Annadale, EnerConnex, solar projects and RNG dairy farm development rights. Each of these acquisitions and business combinations occurred subsequent to March 31, 2020. The purchase price allocation for EnerConnex was finalized during the three months ended March 31, 2021, with no changes to the assets acquired and liabilities assumed as reported on the condensed consolidated balance sheet as of December 31, 2020.
17. GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS:
GOODWILL - Goodwill represents future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration paid or transferred over the fair value of identifiable net assets acquired. Goodwill is not amortized, but instead is subject to impairment testing on an annual basis, and between annual tests whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount.
The Company performs its annual goodwill impairment test as of October 1 of each fiscal year and on an interim basis as events and changes in circumstances occur that could be an indication of a potential impairment, including, but not limited to, a significant change in operating performance, the business climate, legal or regulatory factors, or a planned sale or disposition of a significant portion of the business.
The Company's impairment evaluations begin with a qualitative assessment at the reporting unit level. The reporting unit level is identified by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available, whether segment management regularly reviews the operating results of those components and whether the economic and regulatory characteristics are similar. Factors utilized in the qualitative analysis performed on goodwill in our reporting units include, among other things, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, company specific operating results and other relevant entity-specific events affecting individual reporting units.
If sufficient qualitative factors exist, potential goodwill impairment is evaluated quantitatively by comparing the fair value of a reporting unit to the book value, including goodwill. For each reporting unit, the Company estimates the fair value of a reporting unit using a discounted cash flow analysis (an income approach) and, for certain reporting units, management also considers other methods, which includes a market multiples analysis, and performs a weighted combination of the income approach and the market approach. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include, but are not limited to, forecasts of future operating results, discount and growth rates, capital expenditures, tax rates, projected terminal values and, in the cases where market multiples analysis is utilized, implied market multiples for a selected group of peer companies.
If the fair value exceeds book value, goodwill of the reporting unit is not considered impaired. If the book value exceeds fair value, an impairment charge is recognized for the excess up until the amount of goodwill allocated to the reporting unit. Changes in estimates or the application of alternative assumptions could produce significantly different results.
The Company determined that, as of March 31, 2021, there were not indicators of impairment of the goodwill associated with its reporting units, and as such did not perform a quantitative analysis. The qualitative factors analyzed as described above also included macroeconomic conditions related to the COVID-19 pandemic. There were no impairments recorded for the three months ended March 31, 2021 and 2020. Should economic conditions deteriorate in future periods or become depressed for a prolonged period of time, estimates of future cash flows and market valuation assumptions may not be sufficient to support the carrying value, requiring impairment charges in the future.
As of March 31, 2021 and December 31, 2020, SJI had $707.0 million of goodwill, including $700.2 million in the ETG Utility Operations segment and $6.8 million included in the Retail Services segment.
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IDENTIFIABLE INTANGIBLE ASSETS - The primary identifiable intangible assets of the Company are customer relationships, interconnection and power purchase agreements at Annadale (collectively "Annadale intangible assets"), and an AMA. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Considerations may include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company's long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives (finite-lived intangible assets) are amortized, primarily on a straight-line basis, over their useful lives, generally ranging from 2 to 20 years.
SJI's identifiable intangible assets were as follows (in thousands):
| As of March 31, 2021 | |||||||||||||||||
| Gross Cost | Accumulated Amortization | Identifiable Intangible Assets, Net | |||||||||||||||
| Identifiable intangible assets subject to amortization: | |||||||||||||||||
| Customer Relationships | $ | 6,900 | $ | (453) | $ | 6,447 | |||||||||||
| AMA | 19,200 | (14,080) | 5,120 | ||||||||||||||
| Annadale Intangible Assets | 4,220 | (86) | 4,134 | ||||||||||||||
| Total | $ | 30,320 | $ | (14,619) | $ | 15,701 | |||||||||||
As of December 31, 2020 | |||||||||||||||||
| Gross Cost | Accumulated Amortization | Identifiable Intangible Assets, Net | |||||||||||||||
| Identifiable intangible assets subject to amortization: | |||||||||||||||||
| Customer Relationships | $ | 6,900 | $ | (338) | $ | 6,562 | |||||||||||
| AMA | 19,200 | (12,800) | 6,400 | ||||||||||||||
| Annadale Intangible Assets | $ | 4,318 | $ | (22) | $ | 4,296 | |||||||||||
| Total | $ | 30,418 | $ | (13,160) | $ | 17,258 | |||||||||||
The net identifiable intangible asset balances shown in the table above are included in Other Noncurrent Assets on the condensed consolidated balance sheets.
Total SJI amortization expense related to identifiable intangible assets was $1.5 million and $1.3 million for the three months ended March 31, 2021 and 2020, respectively. No impairment charges were recorded on identifiable intangible assets during the three months ended March 31, 2021 or 2020.
As of March 31, 2021, SJI's estimated amortization expense related to identifiable intangible assets for each of the five succeeding fiscal years is as follows (in thousands):
| Year ended December 31, | SJI | ||||
| 2021 (remaining nine months) | $ | 4,377 | |||
| 2022 | $ | 2,004 | |||
| 2023 | $ | 724 | |||
| 2024 | $ | 724 | |||
| 2025 | $ | 724 | |||
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18. SUBSEQUENT EVENTS:
During April 2021, the following events occurred:
•Restricted shares were granted to SJI Directors, see Note 2.
•SJI entered into transactions related to the Equity Units and 2018 Corporate Units, see Note 4.
•SJI repaid the $90.0 million principal amount outstanding on its 3.43% Series 2018-A Notes at maturity.
•ETG and SJIU entered into a fourth amendment to their revolving credit agreement. See Note 10.
In April and May 2021, the Utilities received approvals from the BPU related to several of their filings related to various periodic rate mechanisms, see Note 7.
On May 5, 2021, SJI’s board of directors declared its regular dividend of $0.3025 per share for the second quarter of 2021. The dividend is payable July 2, 2021 to shareholders of record at the close of business on June 10, 2021.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
Management's Discussion and Analysis of Financial Condition and Results of Operations (Management's Discussion) analyzes the financial condition, results of operations and cash flows of SJI and its subsidiaries. It also includes management’s analysis of past financial results and potential factors that may affect future results, potential future risks and approaches that may be used to manage them. Except where the content clearly indicates otherwise, “SJI,” “we,” “us” or “our” refers to the holding company or the consolidated entity of SJI and all of its subsidiaries.
Management's Discussion is divided into the following two major sections:
•SJI - This section describes the financial condition and results of operations of SJI and its subsidiaries on a consolidated basis. It includes discussions of our regulated operations, including SJG, and our non-regulated operations.
•SJG - This section describes the financial condition and results of operations of SJG, a subsidiary of SJI and separate registrant, which comprises the SJG utility operations segment.
Both sections of Management's Discussion - SJI and SJG - are designed to provide an understanding of each company's respective operations and financial performance and should be read in conjunction with each other as well as in conjunction with the respective company's condensed consolidated financial statements and the combined Notes to Condensed Consolidated Financial Statements in this Quarterly Report as well as SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020.
Unless otherwise noted, earnings per share amounts are presented on a diluted basis, and are based on weighted average common and common equivalent shares outstanding. SJI's and SJG's operations are seasonal and accordingly, operating results for the interim periods presented are not indicative of the results to be expected for the full fiscal year.
Forward-Looking Statements and Risk Factors — This Quarterly Report, including information incorporated by reference, contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact, including statements regarding guidance, industry prospects or future results of operations or financial position, expected sources of incremental margin, strategy, financing needs, future capital expenditures and the outcome or effect of ongoing litigation, are forward-looking. This Quarterly Report uses words such as "anticipate," "believe," "expect," "estimate," "forecast," "goal," "intend," "objective," "plan," "project," "seek," "strategy," "target," "will" and similar expressions to identify forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, general economic conditions on an international, national, state and local level; weather conditions in SJI’s marketing areas; changes in commodity costs; changes in the availability of natural gas; “non-routine” or “extraordinary” disruptions in SJI’s distribution system; regulatory, legislative and court decisions; competition; the availability and cost of capital; costs and effects of legal proceedings and environmental liabilities; the failure of customers, suppliers or business partners to fulfill their contractual obligations; changes in business strategies; and public health crises and epidemics or pandemics, such as a novel coronavirus (COVID-19).
These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements, are described in greater detail under the heading “Item 1A. Risk Factors” in this Quarterly Report, SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020 and in any other SEC filings made by SJI or SJG during 2020 and 2021 and prior to the filing of this Quarterly Report. No assurance can be given that any goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements, which speak only as of the date they are made. SJI and SJG undertake no obligation to revise or update any forward-looking statements, whether from new information, future events or otherwise, except required by law.
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COVID-19 - Except as noted below, the impact of COVID-19 on the financial results of the Company has not been material for the three months ended March 31, 2021 and 2020, respectively. For additional information related to COVID-19 and its impacts, see the "COVID-19" section of Item 7 "Management Discussion & Analysis of Financial Condition and Results of Operations" of SJI's Annual Report on Form 10-K for the year ended December 31, 2020.
All accounts receivables are carried at the amount owed by customers. The provision for uncollectible accounts is established based on expected credit losses. On July 2, 2020, the BPU issued an Order authorizing New Jersey's regulated utilities to create a COVID-19-related regulatory asset by deferring on their books and records the prudently incurred incremental costs related to COVID-19 beginning on March 9, 2020 and continuing through September 30, 2021, or 60 days after the termination of the public health emergency, whichever is later. The Company is required to file quarterly reports with the BPU, along with a petition for recovery of such incremental costs with the BPU by December 31, 2021 or within 60 days of the close of the tracking period, whichever is later. During the three months ended March 31, 2021, ETG deferred $1.9 million and SJG deferred $2.2 million of incremental costs principally related to expected credit losses from uncollectibles as a result of the COVID-19 pandemic, specifically related to changes in payment patterns observed to date and consideration of macroeconomic factors. We have deemed these costs to be probable of recovery (see Note 8 to the condensed consolidated financial statements). The Utilities have continued the suspension of disconnects for nonpayment by our customers, based on an executive order issued by the Governor of New Jersey, in which water, gas and electricity providers are barred from cutting services to New Jersey residents. On March 3, 2021, the Governor of New Jersey signed an executive order to extend the utility shutoff moratorium through June 30, 2021.
Critical Accounting Policies — Estimates and Assumptions — Management must make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and related disclosures. Actual results could differ from those estimates. Certain types of transactions presented in our condensed consolidated financial statements require a significant amount of judgment and estimation. These relate to regulatory accounting, derivatives, environmental remediation costs, pension and other postretirement benefit costs, revenue recognition, goodwill, income taxes and evaluation of equity method investments for other-than-temporary impairment. A discussion of these estimates and assumptions may be found in Item 7 in SJI's and SJG's Annual Report on Form 10-K for the year ended December 31, 2020.
Regulatory Actions — Other than the changes discussed in Note 7 to the condensed consolidated financial statements, there have been no significant regulatory actions since those discussed in Note 10 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020.
Goodwill - See discussion on Goodwill in Note 17 to the condensed consolidated financial statements, along with Note 21 to the Consolidated Financial Statements in Item 8 of SJI’s Annual Report on Form 10-K for the year ended December 31, 2020.
As discussed in Note 17 to the condensed consolidated financial statements, SJI monitors all relevant events and circumstances during the year to determine if an interim impairment test is required. Such events and circumstances include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, company specific operating results and other relevant entity-specific events affecting individual reporting units. The Company determined that, as of March 31, 2021, there were not indicators of impairment of the goodwill associated with its reporting units, and as such did not perform a quantitative analysis. Should economic conditions deteriorate in future periods or become depressed for a prolonged period of time, estimates of future cash flows and market valuation assumptions may not be sufficient to support the carrying value of goodwill, requiring impairment charges in the future.
Evaluation of Equity Method Investments for Other-Than-Temporary Impairment - Our evaluation of impairment of equity method investments when conditions exist that could indicate that the fair value of the investment is less than book value includes key inputs that involve significant management judgments and estimates, including projections of the investment's cash flows, selection of a discount rate and probability weighting of potential outcomes of legal proceedings and other available options.
See discussion in Note 3 to the condensed consolidated financial statements, along with Note 3 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020 related to our investment in PennEast. At March 31, 2021, the Company evaluated its investment in PennEast for impairment and determined there is not a triggering event for other-than-temporary impairment, and has not recorded any impairment charge to reduce the carrying value of our investment. Our evaluation considered that the pending legal and regulatory proceedings are ongoing, and the intent is to move forward with all potential legal and regulatory proceedings and other options available. Our evaluation also considered the current economic conditions as a result of COVID-19, noting that the timelines, potential options and legal and regulatory proceedings have not been impacted. However, the legal and regulatory proceedings could have unfavorable outcomes, or there could be other future unfavorable developments, such as a reduced likelihood of success from development options and legal and regulatory outcomes, estimated increases in construction costs, increases in the discount rate, or further
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significant delays, or PennEast could conclude that the project is not viable or does not go forward as actions progress. These could impact our conclusions with respect to other-than-temporary impairment and may require that we recognize an impairment charge of up to our recorded investment in the project, net of any cash and working capital.
New Accounting Pronouncements — See discussions concerning New Accounting Pronouncements and their impact on SJI and SJG in Note 1 to the condensed consolidated financial statements.
Operating Segments:
Beginning with the first quarter of 2021, our internal management reporting, specifically around our nonutility businesses, changed primarily due to recent acquisitions and divestitures, and new product lines entered into as a result. These were primarily within the fuel cell, solar, RNG, and retail businesses. As a result of these changes in our businesses, the Company realigned its operating segments. The realigned segments reflect the financial information regularly evaluated by the CODM, which for SJI is the Company's Chief Executive Officer. The operating segments are as follows:
•SJG utility operations consist primarily of natural gas distribution to residential, commercial and industrial customers in southern New Jersey.
•ETG utility operations consist of natural gas distribution to residential, commercial and industrial customers in northern and central New Jersey.
•ELK utility operations consist of natural gas distribution to residential, commercial and industrial customers in Maryland. On July 31, 2020, SJI sold ELK to a third-party buyer.
•Wholesale energy operations include the activities of SJRG and SJEX.
•Retail services operations includes the activities of SJE, SJESP and SJEI, as well as our equity interest in Millennium.
•Renewables consists of:
◦The Catamaran joint venture, which owns Annadale.
◦Solar-generation sites located in New Jersey, and three legacy solar projects, one of which was sold during the first quarter of 2020.
◦The activities of ACLE, BCLE, SCLE and SXLE. Operations at BCLE, SCLE, and SXLE ceased during the second quarter of 2020.
◦MTF and ACB, which were sold in the first quarter of 2020.
•Decarbonization consists of
◦SJI Renewables Energy Ventures, LLC, which includes our equity interest in REV, which is included in Equity in Earnings of Affiliated Companies on the condensed consolidated statements of income.
◦SJI RNG Devco, LLC, which includes the renewable natural gas development rights in certain dairy farms; there are no operating results from this entity at this time.
•Midstream invests in infrastructure and other midstream projects, including an investment in PennEast.
•Corporate & Services segment includes costs related to financing, acquisitions and divestitures, and other unallocated costs. Intersegment represents intercompany transactions among the above SJI consolidated entities.
SJI groups its utility businesses under its wholly-owned subsidiary SJIU. This group consists of gas utility operations of SJG and ETG and, until its sale, ELK. SJI groups its nonutility operations into separate categories: Energy Management; Energy Production; Midstream; and Corporate & Services. Energy Management includes wholesale energy and retail services. Energy Production includes renewables and decarbonization. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 1 to the condensed consolidated financial statements.
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SOUTH JERSEY INDUSTRIES, INC.
RESULTS OF OPERATIONS:
Summary:
SJI's net income for the three months ended March 31, 2021 increased $27.7 million to $128.7 million compared with the same period in 2020. SJI's income from continuing operations for the three months ended March 31, 2021 increased $27.7 million to $128.8 million compared with the same period in 2020. The significant drivers for the overall change were as follows (all numbers in the bullet points below are presented after-tax):
•The income contribution from gas utility operations at SJG for the three months ended March 31, 2021 increased $13.1 million to $83.6 million compared with the same period in 2020, primarily due to favorable changes in base rates resulting from the completion of SJG's rate case in September 2020, along with customer growth.
•The income contribution from the wholesale energy operating segment for the three months ended March 31, 2021 increased $7.6 million to $13.0 million compared with the same period in 2020, primarily due to higher margins on daily energy trading activities as well as colder weather experienced in the first quarter of 2021.
•There was an income contribution of $4.0 million related to an unrealized loss recorded on interest rate derivative contracts during the first quarter of 2020 that did not recur in 2021 as these contracts were terminated during the fourth quarter of 2020.
•The income contribution from the renewables operating segment for the three months ended March 31, 2021 increased $2.1 million to $1.0 million compared with the same period in 2020, primarily due to the results from the fuel cell project at Annadale, which was placed into service during the fourth quarter of 2020, along with reduced operations and maintenance expenses due to the sale of MTF and ACB in 2020.
•The income contribution from the gas utility operations at ETG for the three months ended March 31, 2021 increased $1.3 million to $38.0 million compared with the same period in 2020, primarily due to customer growth. This was partially offset with higher operations, maintenance and depreciation expenses.
A significant portion of the volatility in operating results is due to the impact of the accounting methods associated with SJI’s derivative activities. SJI uses derivatives to limit its exposure to market risk on transactions to buy, sell, transport and store natural gas and to buy and sell retail electricity. SJI also previously used derivatives to limit its exposure to increasing interest rates on variable-rate debt.
The types of transactions that typically cause the most significant volatility in operating results are as follows:
•SJRG purchases and holds natural gas in storage and maintains capacity on interstate pipelines to earn profit margins in the future. SJRG utilizes derivatives to mitigate price risk in order to substantially lock-in the profit margin that will ultimately be realized. However, both gas stored in inventory and pipeline capacity are not considered derivatives and are not subject to fair value accounting. Conversely, the derivatives used to reduce the risk associated with a change in the value of inventory and pipeline capacity are accounted for at fair value, with changes in fair value recorded in operating results in the period of change. As a result, earnings are subject to volatility as the market price of derivatives change, even when the underlying hedged value of inventory and pipeline capacity are unchanged. Additionally, volatility in earnings is created when realized gains and losses on derivatives used to mitigate commodity price risk on expected future purchases of gas injected into storage are recognized in earnings when the derivatives settle, but the cost of the related gas in storage is not recognized in earnings until the period of withdrawal. This volatility can be significant from period to period. Over time, gains or losses on the sale of gas in storage, as well as use of capacity, will be offset by losses or gains on the derivatives, resulting in the realization of the profit margin expected when the transactions were initiated.
•SJE uses forward contracts to mitigate commodity price risk on fixed price electric contracts with customers. In accordance with GAAP, the forward contracts are recorded at fair value, with changes in fair value recorded in earnings in the period of change. Several related customer contracts are not considered derivatives and, therefore, are not recorded in earnings until the electricity is delivered. As a result, earnings are subject
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to volatility as the market price of the forward contracts change, even when the underlying hedged value of the customer contract is unchanged. Over time, gains or losses on the sale of the fixed price electric under contract will be offset by losses or gains on the forward contracts, resulting in the realization of the profit margin expected when the transactions were initiated.
As a result, management also uses the non-GAAP financial measures of Economic Earnings and Economic Earnings per share when evaluating its results of operations. These non-GAAP financial measures should not be considered as an alternative to GAAP measures, such as net income, operating income, earnings per share from continuing operations or any other GAAP measure of financial performance.
We define Economic Earnings as: Income from Continuing Operations, (i) less the change in unrealized gains and plus the change in unrealized losses on non-utility derivative transactions; (ii) less income and plus losses attributable to noncontrolling interest; and (iii) less the impact of transactions, contractual arrangements or other events where management believes period to period comparisons of SJI's operations could be difficult or potentially confusing. With respect to part (iii) of the definition of Economic Earnings, items excluded from Economic Earnings for the three months ended March 31, 2021 and 2020, are described in (A)-(D) in the table below.
Economic Earnings is a significant financial measure used by our management to indicate the amount and timing of income from continuing operations that we expect to earn after taking into account the impact of derivative instruments on the related transactions, as well as the impact of contractual arrangements and other events that management believes make period to period comparisons of SJI's operations difficult or potentially confusing. Management uses Economic Earnings to manage its business and to determine such items as incentive/compensation arrangements and allocation of resources. Specifically regarding derivatives, we believe that this financial measure indicates to investors the profitability of the entire derivative-related transaction and not just the portion that is subject to mark-to-market valuation under GAAP. We believe that considering only the change in market value on the derivative side of the transaction can produce a false sense as to the ultimate profitability of the total transaction as no change in value is reflected for the non-derivative portion of the transaction.
Economic Earnings for the three months ended March 31, 2021 increased $22.1 million to $128.9 million compared with the same period in 2020. The significant drivers for the overall change were as follows (all numbers in the bullet points below are presented after-tax):
•The Economic Earnings contribution from gas utility operations at SJG for the three months ended March 31, 2021 increased $11.9 million to $83.6 million compared with the same period in 2020, primarily due to favorable changes in base rates resulting from the completion of SJG's rate case in September 2020, along with customer growth.
•The Economic Earnings contribution from the wholesale energy operating segment for the three months ended March 31, 2021 increased $7.9 million to $13.2 million compared with the same period in 2020, primarily due to higher margins on daily energy trading activities as well as colder weather experienced in the first quarter of 2021.
•The Economic Earnings contribution from the renewables operating segment for the three months ended March 31, 2021 increased $1.3 million to $0.6 million compared with the same period in 2020, primarily due to the results from the fuel cell project at Annadale, which was placed into service during the fourth quarter of 2020, along with reduced operations and maintenance expenses due to the sale of MTF and ACB in 2020.
•The Economic Earnings contribution from gas utility operations at ETG for the three months ended March 31, 2021 increased $1.3 million to $38.0 million compared with the same period in 2020, primarily due to customer growth. This was partially offset with higher operations, maintenance and depreciation expenses.
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The following table presents a reconciliation of SJI's income from continuing operations and earnings per share from continuing operations to Economic Earnings and Economic Earnings per share for the three months ended March 31 (in thousands, except per share data):
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Income from Continuing Operations | $ | 128,798 | $ | 101,100 | |||||||
Minus/Plus: | |||||||||||
Unrealized Mark-to-Market Losses on Derivatives | 44 | 4,322 | |||||||||
| Income Attributable to Noncontrolling Interest | (129) | — | |||||||||
Acquisition/Sale Net Costs (A) | 267 | 1,361 | |||||||||
Other Costs (B) | — | 147 | |||||||||
| Income Taxes (C) | (86) | (1,305) | |||||||||
| Additional Tax Adjustments (D) | — | 1,214 | |||||||||
| Economic Earnings | $ | 128,894 | $ | 106,839 | |||||||
| Earnings per Share from Continuing Operations | $ | 1.26 | $ | 1.09 | |||||||
| Minus/Plus: | |||||||||||
Unrealized Mark-to-Market Losses on Derivatives | — | 0.05 | |||||||||
Acquisition/Sale Net Costs (A) | — | 0.01 | |||||||||
| Income Taxes (C) | — | (0.01) | |||||||||
| Additional Tax Adjustments (D) | — | 0.01 | |||||||||
Economic Earnings per Share | $ | 1.26 | $ | 1.15 | |||||||
The following table presents a reconciliation of SJG's income from continuing operations to Economic Earnings for the three months ended March 31 (in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Income from Continuing Operations | $ | 83,618 | $ | 70,522 | ||||||||||
| Plus: | ||||||||||||||
| Additional Tax Adjustments (D) | — | 1,214 | ||||||||||||
| Economic Earnings | $ | 83,618 | $ | 71,736 | ||||||||||
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The reconciliation of derivative instruments not designated as hedging instruments under GAAP in the condensed consolidated statements of income (see Note 12 to the condensed consolidated financial statements), and the Economic Earnings table above, is as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Losses on Energy Related Commodity Contracts | $ | (44) | $ | (276) | |||||||
| Losses on Interest Rate Contracts | — | (4,046) | |||||||||
| Total unrealized mark-to-market (losses)/gains on derivatives | (44) | (4,322) | |||||||||
| Income Attributable to Noncontrolling Interest | 129 | — | |||||||||
| Acquisition/Sale Net Costs (A) | (267) | (1,361) | |||||||||
| Other Costs (B) | — | (147) | |||||||||
| Income Taxes (C) | 86 | 1,305 | |||||||||
| Additional Tax Adjustments (D) | — | (1,214) | |||||||||
| Total reconciling items between losses from continuing operations and economic earnings | $ | (96) | $ | (5,739) | |||||||
(A) Represents the final working capital payment on the sale of ELK, which was finalized during the three months ended March 31, 2021. Also represents items recognized during the three months ended March 31, 2020 such as costs incurred to prepare to exit the TSA, and gains/losses recognized and costs incurred on the sale of solar assets as well as MTF/ACB.
(B) Represents severance and other employee separation costs, along with costs incurred to cease operations at three landfill gas-to-energy production facilities.
(C) The income taxes were determined using a combined average statutory tax rate.
(D) Represents a one-time tax adjustment in 2020 resulting from the BPU's approval of a stipulation for SJG.
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SJI Utilities:
SJG Utility Operations:
The following tables summarize the composition of SJG utility operations operating revenues and margin for the three months ended March 31 (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Utility Operating Revenues: | |||||||||||
| Firm Sales - | |||||||||||
| Residential | $ | 161,102 | $ | 159,907 | |||||||
| Commercial | 32,109 | 32,555 | |||||||||
| Industrial | 1,601 | 1,247 | |||||||||
| Cogeneration & Electric Generation | 509 | 454 | |||||||||
| Firm Transportation - | |||||||||||
| Residential | 4,899 | 4,353 | |||||||||
| Commercial | 17,190 | 15,435 | |||||||||
| Industrial | 7,350 | 6,413 | |||||||||
| Cogeneration & Electric Generation | 1,379 | 1,427 | |||||||||
| Total Firm Revenues | 226,139 | 221,791 | |||||||||
| Interruptible Sales | 73 | 14 | |||||||||
| Interruptible Transportation | 444 | 342 | |||||||||
| Off-System Sales | 23,290 | 16,404 | |||||||||
| Capacity Release | 1,209 | 1,940 | |||||||||
| Other | 244 | 203 | |||||||||
| 251,399 | 240,694 | ||||||||||
| Less: Intercompany Sales | (6,329) | (1,089) | |||||||||
| Total Utility Operating Revenues | 245,070 | 239,605 | |||||||||
| Less: | |||||||||||
| Cost of Sales - Utility | 74,537 | 80,534 | |||||||||
| Less: Intercompany Cost of Sales | (6,329) | (1,089) | |||||||||
| Total Cost of Sales - Utility (Excluding Depreciation & Amortization) (A) | 68,208 | 79,445 | |||||||||
| Less: Depreciation & Amortization (A) | 29,315 | 24,892 | |||||||||
| Total GAAP Gross Margin | 147,547 | 135,268 | |||||||||
| Add: Depreciation & Amortization (A) | 29,315 | 24,892 | |||||||||
| Less: Conservation Recoveries (B) | 4,238 | 4,885 | |||||||||
| Less: RAC Recoveries (B) | 6,965 | 6,233 | |||||||||
| Less: EET Recoveries (B) | 1,166 | 1,179 | |||||||||
| Less: Revenue Taxes | 512 | 545 | |||||||||
| Utility Margin (C) | $ | 163,981 | $ | 147,318 | |||||||
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| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Utility Margin: | |||||||||||
| Residential | $ | 119,974 | $ | 83,099 | |||||||
| Commercial and Industrial | 41,022 | 31,431 | |||||||||
| Cogeneration and Electric Generation | 1,249 | 1,280 | |||||||||
| Interruptible | 65 | 26 | |||||||||
| Off-System Sales & Capacity Release | 737 | 785 | |||||||||
| Other Revenues | 243 | 203 | |||||||||
| Margin Before Weather Normalization & Decoupling | 163,290 | 116,824 | |||||||||
| CIP Mechanism | (763) | 28,910 | |||||||||
| EET Mechanism | 1,454 | 1,584 | |||||||||
| Utility Margin (C) | $ | 163,981 | $ | 147,318 | |||||||
(A) Does not include amortization of debt issuance costs that are recorded as Interest Charges on the condensed consolidated statements of income.
(B) Represents pass-through expenses for which there is a corresponding credit in operating revenues. Therefore, such recoveries have no impact on SJG's financial results.
(C) Utility Margin is a non-GAAP financial measure and is further defined under the caption "Utility Margin - SJG Utility Operations" below.
Operating Revenues - SJG Utility Operations
Revenues from the gas utility operations at SJG increased $10.7 million, or 4.4%, for the three months ended March 31, 2021 compared with the same period in 2020. Excluding intercompany transactions, revenues increased $5.5 million, or 2.3%, for the three months ended March 31, 2021 compared with the same period in 2020. The significant drivers for the overall change were as follows:
•Total firm revenue increased $4.3 million for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to higher base rates effective October 1, 2020, along with customer growth, partially offset with decreased revenue related to SJG's BGSS. While changes in gas costs and BGSS recoveries/refunds fluctuate from period to period, SJG does not profit from the sale of the commodity. Therefore, corresponding fluctuations in Operating Revenue or Cost of Sales have no impact on profitability, as further discussed below under the caption "Utility Margin."
•In addition, OSS increased $6.9 million for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to colder weather during the first quarter of 2021. During February 2021, SJG's service territory experienced a polar vortex, pushing gas prices to high levels and creating sales opportunities for SJG. However, the impact of changes in OSS activity does not have a material impact on the earnings of SJG, as SJG is required to return 93% of the profits of such activity to its ratepayers. Earnings from OSS can be seen in the “Margin” table above.
Utility Margin - SJG Utility Operations
Management uses Utility Margin, a non-GAAP financial measure, when evaluating the operating results of SJG. Utility Margin is defined as natural gas revenues plus depreciation and amortization expenses, less natural gas costs, regulatory rider expenses and related volumetric and revenue-based energy taxes. Management believes that Utility Margin provides a more meaningful basis for evaluating utility operations than revenues since natural gas costs, regulatory rider expenses and related energy taxes are passed through to customers, and since depreciation and amortization expenses are considered to be administrative. Natural gas costs are charged to operating expenses on the basis of therm sales at the prices approved by the BPU through SJG’s BGSS clause. 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.
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Total Utility Margin increased $16.7 million, or 11.3%, for the three months ended March 31, 2021 compared with the same period in 2020. The increase is primarily due to favorable changes in base rates resulting from the completion of SJG's rate case in September 2020, along with customer growth. The decrease in revenues from SJG's BGSS clause had no impact to SJG's Utility Margin as discussed under "Operating Revenues - SJG Utility Operations" above. Partially offsetting SJG's Utility Margin is the CIP tracking mechanism, which adjusts earnings when actual usage per customer experienced during the period varies from an established baseline usage per customer. As reflected in the Utility Margin table above and the CIP table in SJG's Management Discussion section, changes year over year to the CIP mechanism are primarily due to variation in customer usage compared to the same period in 2020.
ETG Utility Operations:
The following tables summarize the composition of regulated natural gas utility operations, operating revenues and margin at ETG for the three months ended March 31 (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Utility Operating Revenues: | |||||||||||
| Firm & Interruptible Sales - | |||||||||||
| Residential | $ | 106,208 | $ | 99,396 | |||||||
| Commercial & Industrial | 33,377 | 26,284 | |||||||||
| Firm & Interruptible Transportation - | |||||||||||
| Residential | 1,032 | 870 | |||||||||
| Commercial & Industrial | 16,756 | 13,758 | |||||||||
| Other | 173 | 3,849 | |||||||||
| Total Firm & Interruptible Revenues | 157,546 | 144,157 | |||||||||
| Less: Total Cost of Sales - Utility (Excluding Depreciation & Amortization) (A) | 58,305 | 54,116 | |||||||||
| Less: Depreciation & Amortization (A) | 22,428 | 9,248 | |||||||||
| Total GAAP Gross Margin | 76,813 | 80,793 | |||||||||
| Add: Depreciation & Amortization (A) | 22,428 | 9,248 | |||||||||
| Less: Regulatory Rider Expenses (B) | 10,251 | 5,302 | |||||||||
| Utility Margin (C) | $ | 88,990 | $ | 84,739 | |||||||
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Utility Margin: | |||||||||||
| Residential | $ | 65,981 | $ | 57,433 | |||||||
| Commercial & Industrial | 33,057 | 27,912 | |||||||||
| Regulatory Rider Expenses (B) | (10,048) | (606) | |||||||||
| Utility Margin (C) | $ | 88,990 | $ | 84,739 | |||||||
(A) Does not include amortization of debt issuance costs that are recorded as Interest Charges on the condensed consolidated statements of income.
(B) Represents pass-through expenses for which there is a corresponding credit in operating revenues. Therefore, such recoveries have no impact on ETG's financial results.
(C) Utility Margin is a non-GAAP financial measure and is further defined under the caption "Utility Margin - SJG Utility Operations" above. The definition of Utility Margin is the same for each of the Utilities.
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ETG's business consists of natural gas distribution to residential, commercial and industrial customers in northern and central New Jersey. ETG's operating revenues consist of firm sales and transportation, as well as interruptible sales and transportation. ETG does not have any off-system sales.
Revenues from the gas utility operations at ETG increased $13.4 million, or 9.3% for the three months ended March 31, 2021 compared with the same period in 2020. Utility Margin from the gas utility operations at ETG increased $4.3 million or 5.0% for the three months ended March 31, 2021 compared with the same period in 2020. These increases in revenues and Utility Margin compared to the prior year period are primarily due to customer growth and colder weather during the current year period.
Nonutility:
Operating Revenues - Energy Management
Combined revenues for Energy Management, net of intercompany transactions, increased $124.4 million, or 88.3%, to $265.3 million for the three months ended March 31, 2021 compared with the same period in 2020. The significant drivers for the overall change were as follows:
•Revenues from wholesale energy operations at SJRG, net of intercompany transactions, increased $133.1 million to $261.5 million for the three months ended March 31, 2021 compared with the same period in 2020 primarily due to revenues earned on gas supply contracts, including two electric generation facilities that began operating after March 31, 2020, along with increases in the average monthly NYMEX settle price and colder weather experienced in the first quarter of 2021.
•Revenues from retail services, net of intercompany transactions, decreased $8.7 million to $3.8 million for the three months ended March 31, 2021 compared with the same period in 2020 primarily due to lower overall sales volumes as SJE chose not to renew several contracts that have expired over the last twelve months. This was partially offset with revenues earned at EnerConnex, which became a wholly-owned subsidiary in the second half of 2020.
SJE uses forward financial contracts to mitigate commodity price risk on fixed price electric contracts. In accordance with GAAP, the forward financial contracts are recorded at fair value, with changes in fair value recorded in earnings in the period of change. The related customer contracts are not considered derivatives and, therefore, are not recorded in earnings until the electricity is delivered. As a result, earnings are subject to volatility as the market price of the forward financial contracts change, even when the underlying hedged value of the customer contract is unchanged. Over time, gains or losses on the sale of the fixed price electric under contract will be offset by losses or gains on the forward financial contracts, resulting in the realization of the profit margin expected when the transactions were initiated. The retail electric operations at SJE serve both fixed and market-priced customers.
As discussed in Note 1 to the condensed consolidated financial statements, revenues and expenses related to the energy trading activities of the wholesale energy operations at SJRG are presented on a net basis in Operating Revenues – Nonutility on the condensed consolidated statement of income.
Operating Revenues - Energy Production
Combined revenues for Energy Production, net of intercompany transactions, increased $0.1 million, or 0.9%, to $6.3 million for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to revenues earned on the Annadale fuel cell project, partially offset with lack of revenues from MTF and ACB subsequent to the sale that was completed February 18, 2020 (see Note 1 to the condensed consolidated financial statements).
Gross Margin - Energy Management & Energy Production
Gross margin for the Energy Management and Energy Production businesses is a GAAP measure and is defined as revenue less all costs that are directly related to the production, sale and delivery of SJI's products and services. These costs primarily include natural gas and electric commodity costs as well as certain payroll and related benefits. On the condensed consolidated statements of income, revenue is reflected in Operating Revenues - Nonutility and the costs are reflected in Cost of Sales - Nonutility. As discussed in Note 1 to the condensed consolidated financial statements, revenues and expenses related to the energy trading activities of the wholesale energy operations at SJRG are presented on a net basis in Operating Revenues - Nonutility on the condensed consolidated statements of income.
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Gross margin is broken out between Energy Management and Energy Production, which are comprised of a group of segments as described in Note 6 to the condensed consolidated financial statements.
Gross Margin - Energy Management
Combined gross margins for Energy Management increased $10.3 million to $21.1 million for the three months ended March 31, 2021 compared with the same period in 2020. The significant drivers for the overall change were as follows:
•Gross margin from the wholesale energy operations at SJRG increased $9.9 million to $20.0 million, for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to higher margins on daily energy trading activities as well as colder weather experienced in the first quarter of 2021.
The wholesale energy operations at SJRG are expected to continue to add incremental margin from marketing and related opportunities in the Marcellus region, capitalizing on its established presence in the area. Future margins could fluctuate significantly due to the volatile nature of wholesale gas prices.
•Gross margin from retail services increased $0.4 million to $1.1 million for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to margins earned at EnerConnex, which became a wholly-owned subsidiary in the second half of 2020. This was partially offset with overall lower sales volumes as SJE chose not to renew several contracts that have expired over the last twelve months.
Gross Margin - Energy Production
Combined gross margins for Energy Production decreased $0.2 million to $5.6 million for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to lack of margin from MTF and ACB subsequent to the sale that was completed February 18, 2020 (see Note 1 to the condensed consolidated financial statements), partially offset with margins earned on the Annadale fuel cell project in the three months ended March 31, 2021.
Operating Expenses - All Segments:
A summary of net changes in Operations and Maintenance expense for the three months ended March 31, follows (in thousands):
| Three Months Ended March 31, 2021 vs. 2020 | |||||
| SJI Utilities: | |||||
| SJG Utility Operations | $ | 74 | |||
| ETG Utility Operations | 3,165 | ||||
| ELK Utility Operations | (600) | ||||
| Subtotal SJI Utilities | 2,639 | ||||
| Nonutility: | |||||
| Energy Management: | |||||
| Wholesale Energy Operations | 20 | ||||
| Retail Services | (178) | ||||
| Subtotal Energy Management | (158) | ||||
| Energy Production: | |||||
| Renewables | (4,281) | ||||
| Subtotal Energy Production | (4,281) | ||||
| Midstream | 4 | ||||
| Corporate & Services and Intercompany Eliminations | (52) | ||||
| Total Operations and Maintenance Expense | $ | (1,848) | |||
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Operations & Maintenance
ETG utility operations and maintenance expense increased $3.2 million for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to the operation of ETG's RAC, which experienced an aggregate net increase. Such costs are recovered on a dollar-for-dollar basis; therefore, ETG experienced an offsetting increase in revenue during the three months ended March 31, 2021 compared with the same period in the prior year.
Operations and Maintenance expense for Energy Production decreased $4.3 million for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to the sale of MTF and ACB, partially offset with the impact of Annadale.
The change in operations and maintenance expense for all other segments, including SJG utility operations, for the three months ended March 31, 2021 compared with the same period in 2020 was not significant.
Depreciation - Depreciation increased $5.3 million for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to increased investment in property, plant and equipment by the gas utility operations of SJG and ETG.
Energy and Other Taxes - The change in energy and other taxes for the three months ended March 31, 2021 compared with the same period in 2020 was not significant.
Other Income and Expense - Other income and expense increased $3.2 million for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to higher investment performance as the first quarter of 2020 saw weaker market conditions from the beginning of the COVID-19 pandemic. Also contributing is higher SJG AFUDC income.
Interest Charges – The change in interest charges for the three months ended March 31, 2021 compared with the same period in 2020 was not significant.
Income Taxes – Income tax expense increased $8.4 million for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to higher income before income taxes.
Equity in Earnings of Affiliated Companies – The change in equity in earnings of affiliated companies for the three months ended March 31, 2021 compared with the same period in 2020 was not significant.
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LIQUIDITY AND CAPITAL RESOURCES:
Liquidity needs are driven by factors that include natural gas commodity prices; the impact of weather on customer bills; lags in fully collecting gas costs from customers under the BGSS charge and other regulatory clauses, settlement of legal matters, and environmental remediation expenditures through the RAC; working capital needs of SJI's energy trading and marketing activities; the timing of construction and remediation expenditures and related permanent financings; the timing of equity contributions to unconsolidated affiliates; mandated tax payment dates; both discretionary and required repayments of long-term debt; and the amounts and timing of dividend payments.
Cash flows for the period were the following (in thousands):
| Three months ended March 31, 2021 | Three months ended March 31, 2020 | ||||||||||
| Net Cash Provided by Operating Activities | $ | 198,463 | $ | 165,898 | |||||||
| Net Cash Used in Investing Activities | $ | (112,328) | $ | (10,055) | |||||||
| Net Cash Provided by Financing Activities | $ | (96,098) | $ | (152,191) | |||||||
Cash Flows from Operating Activities — Liquidity needs are first met with net cash provided by operating activities. Net cash provided by operating activities varies from year-to-year primarily due to the impact of weather on customer demand and related gas purchases, customer usage factors related to conservation efforts and the price of the natural gas commodity, inventory utilization, and gas cost recoveries. Cash flows provided by operating activities in the first three months of 2021 produced more net cash than the same period in 2020, primarily due to the following: (1) SJG revenues due to favorable changes in base rates resulting from the completion of SJG's rate case in September 2020; (2) higher margins and increased collections on daily energy trading activities at SJRG; and (3) customer growth at ETG.
Cash Flows from Investing Activities — SJI has a continuing need for cash resources and capital, primarily to invest in new and replacement facilities and equipment. We estimate the cash outflows for investing activities, net of refinancings and returns/advances on investments from affiliates, for fiscal years 2021, 2022 and 2023 at SJI to be approximately $801.5 million, $758.3 million and $701.3 million, respectively. The high level of investing activities for 2021, 2022 and 2023 is due to the accelerated infrastructure investment programs and future capital expenditures at SJG and ETG, projected investment in PennEast, and investments in future renewable energy projects including efforts to meet our decarbonization goals, which were announced in April 2021. targeting 70% reduction in emissions by 2030 and 100% by 2040, with at least 25% of capital spending annually in support of sustainability investments. SJI expects to use short-term borrowings under lines of credit from commercial banks and a commercial paper program to finance these investing activities as incurred. From time to time, SJI may refinance the short-term debt with long-term debt.
Other significant investing activities of SJI during the first three months of 2021 and 2020 were as follows:
•SJI received approximately $97.0 million from the sale of MTF and ACB during the three months ended March 31, 2020.
•SJI received approximately $7.2 million from the sale of certain solar assets during the three months ended March 31, 2020.
Cash Flows from Financing Activities — Short-term borrowings from the commercial paper program and lines of credit from commercial banks are used to supplement cash flows from operations, to support working capital needs and to finance capital expenditures and acquisitions as incurred.
SJG has a commercial paper program under which SJG may issue short-term, unsecured promissory notes to qualified investors up to a maximum aggregate amount outstanding at any time of $200.0 million. The notes have fixed maturities which vary by note, but may not exceed 270 days from the date of issue. Proceeds from the notes are used for general corporate purposes. SJG uses the commercial paper program in tandem with its $200.0 million revolving credit facility and does not expect the principal amount of borrowings outstanding under the commercial paper program and the credit facility at any time to exceed an aggregate of $200.0 million.
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SJI supplements its operating cash flow, commercial paper program and credit lines with both debt and equity capital. Over the years, SJG has used long-term debt, primarily in the form of First Mortgage Bonds and Medium Term Notes, secured by the same pool of utility assets, to finance its long-term borrowing needs. These needs are primarily capital expenditures for property, plant and equipment.
Credit facilities and available liquidity as of March 31, 2021 were as follows (in thousands):
| Company | Total Facility | Usage | Available Liquidity | Expiration Date | ||||||||||||||||||||||
| SJI: | ||||||||||||||||||||||||||
| SJI Syndicated Revolving Credit Facility | $ | 500,000 | $ | 136,700 | (A) | $ | 363,300 | August 2022 | ||||||||||||||||||
| Total SJI | 500,000 | 136,700 | 363,300 | |||||||||||||||||||||||
| SJG: | ||||||||||||||||||||||||||
| Commercial Paper Program/Revolving Credit Facility | 200,000 | 1,400 | (B) | 198,600 | August 2022 | |||||||||||||||||||||
| Uncommitted Bank Line | 10,000 | — | 10,000 | September 2021 | ||||||||||||||||||||||
| Total SJG | 210,000 | 1,400 | 208,600 | |||||||||||||||||||||||
| ETG/SJIU: | ||||||||||||||||||||||||||
| ETG/SJIU Revolving Credit Facility | 200,000 | 45,100 | (C) | 154,900 | April 2023 | |||||||||||||||||||||
| Total | $ | 910,000 | $ | 183,200 | $ | 726,800 | ||||||||||||||||||||
(A) Includes letters of credit outstanding in the amount of $9.5 million, which is used to enable SJE to market retail electricity as well as for various construction and operating activities.
(B) Includes letters of credit outstanding in the amount of $1.4 million, which supports the remediation of environmental conditions at certain locations in SJG's service territory.
(C) Includes letters of credit outstanding in the amount of $1.0 million, which supports ETG's construction activity.
For SJI and SJG, the amount of usage shown in the table above, less the letters of credit noted in (A)-(C) for SJI and (B) for SJG above, equals the amounts recorded as Notes Payable on the respective condensed consolidated balance sheets as of March 31, 2021.
Based upon the existing credit facilities and a regular dialogue with our banks, we believe there will continue to be sufficient credit available to meet our business’ future liquidity needs.
Each of the credit facilities are provided by a syndicate of banks. The NPA for Senior Unsecured Notes issued by SJI, and the Utilities' credit facilities, contain a financial covenant limiting the ratio of indebtedness to total capitalization (as defined in the respective NPA or credit agreement) to not more than 0.70 to 1, measured at the end of each fiscal quarter. SJI and the Utilities were in compliance with these covenants as of March 31, 2021. For SJI, the equity units are treated as equity (as opposed to how they are classified on the condensed consolidated balance sheet, as long-term debt) for purposes of the covenant calculation.
For additional information regarding the terms of the credit facilities as well as weighted average interest rates, average borrowings outstanding and maximum amounts outstanding under these credit facilities see Note 10 to the condensed consolidated financial statements.
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2021 Activity:
On March 22, 2021, SJI offered 10,250,000 shares of its common stock, par value $1.25 per share, at a public offering price of $22.25 per share. Of the offered shares, 362,359 shares were issued at closing. The remaining 9,887,641 shares of common stock ("Forward Shares") are to be sold by Bank of America, N.A., as forward seller, pursuant to a forward sale agreement. On March 25, 2021, 1,537,500 shares pursuant to the underwriters’ option as part of the underwriting agreement for the above offering of shares were issued at the same public offering price of $22.25. The total share issuance of 1,899,859 resulted in gross proceeds of $42.3 million, with net proceeds, after deducting underwriting discounts and commissions as well as legal fees, totaling $40.6 million.
On March 22, 2021, SJI issued and sold 6,000,000 Equity Units, initially consisting of Corporate Units, which resulted in gross proceeds of approximately $300.0 million, with net proceeds, after deducting underwriting discounts and commissions, of $291.0 million. As of March 31, 2021 the net proceeds, after amortization of the underwriting discounts, are recorded as Long-Term Debt on the condensed consolidated balance sheets. On April 1, 2021, the underwriters purchased an additional 700,000 Equity Units, resulting in gross proceeds totaling $35.0 million, with net proceeds, after deducting underwriting discounts and commissions, totaling $34.0 million.
On March 25, 2021, the Company finalized the remarketing of the $287.5 million of Series A Junior Subordinated Notes.
On April 15, 2021, as a result of settlement of outstanding stock purchase contracts associated with the 2018 Corporate Units, the Company received approximately $287.5 million in exchange for approximately 9.8 million shares of common stock.
For more information on the above activity, see Note 4 to the condensed consolidated financial statements.
In March 2021, SJI paid off its $150.0 million term loan agreement at maturity.
In April 2021, SJI repaid the $90.0 million principal amount outstanding on its 3.43% Series 2018-A Notes at maturity.
DRP - See Note 4 to the condensed consolidated financial statements.
SJI’s capital structure was as follows:
| As of March 31, 2021 | As of December 31, 2020 | ||||||||||
| Equity | 34.0 | % | 32.2 | % | |||||||
| Long-Term Debt | 62.6 | % | 56.4 | % | |||||||
| Short-Term Debt | 3.4 | % | 11.4 | % | |||||||
| Total | 100.0 | % | 100.0 | % | |||||||
During the three months ended March 31, 2021 and 2020, SJI declared quarterly dividends to its common shareholders, which were paid in April 2021 and 2020, respectively. SJI has a long history of paying dividends on its common stock and has increased its dividend every year since 1999. SJI’s current long-term goals are to grow the dividend at a rate consistent with earnings growth over the long term, subject to the approval of its Board of Directors, with a long-term targeted payout ratio of between 55% and 65% of Economic Earnings In setting the dividend rate, the Board of Directors of SJI considers future earnings expectations, payout ratio, and dividend yield relative to those at peer companies, as well as returns available on other income-oriented investments. However, there can be no assurance that SJI will be able to continue to increase the dividend, meet the targeted payout ratio or pay a dividend at all in the future.
COMMITMENTS AND CONTINGENCIES:
Environmental Remediation - Total net cash outflows for remediation projects are expected to be $36.6 million, $57.2 million and $48.6 million for 2021, 2022 and 2023, respectively. As discussed in Notes 10 and 15 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's 10-K for the year ended December 31, 2020, certain environmental costs are subject to recovery from ratepayers.
Affiliate Loans - See Note 3 to the condensed consolidated financial statements.
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Convertible Units, Equity Units and Forward Shares - See Note 4 to the condensed consolidated financial statements.
Standby Letters of Credit - See Notes 10 and 11 to the condensed consolidated financial statements.
Contractual Obligations - There were no significant changes to SJI’s contractual obligations described in Note 15 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020, except for the Equity Units issued as discussed in Note 4 to the condensed consolidated financial statements.
Off-Balance Sheet Arrangements – An off-balance sheet arrangement is any contractual arrangement involving an unconsolidated entity under which SJI has either made guarantees, or has certain other interests or obligations.
See "Guarantees" in Note 11 to the condensed consolidated financial statements for more detail.
Notes Receivable-Affiliates - See Note 3 to the condensed consolidated financial statements.
Pending Litigation — SJI and SJG are subject to claims, actions and other legal proceedings arising in the ordinary course of business. Neither SJI nor SJG can make any assurance as to the outcome of any of these actions but, based on an analysis of these claims and consultation with outside counsel, we do not believe that any of these claims, other than those described in Note 11 to the condensed consolidated financial statements, are reasonably likely to have a material impact on the business or financial statements of SJI or SJG. See Note 11 to the condensed consolidated financial statements for more detail on these claims.
PennEast - See Note 3 to the condensed consolidated financial statements.
SOUTH JERSEY GAS COMPANY
This section of Management’s Discussion focuses on SJG for the reported periods. In many cases, explanations and disclosures for both SJI and SJG are substantially the same or specific disclosures for SJG are included in the Management's Discussion for SJI.
RESULTS OF OPERATIONS:
The results of operations for the SJG utility operations are described above under "Results of Operations - SJG Utility Operations" therefore, this section primarily focuses on statistical information and other information that is not discussed in the results of operations under South Jersey Industries, Inc.
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The following table summarizes the composition of selected gas utility throughput for the three month periods ended March 31, (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Utility Throughput – dts: | |||||||||||
| Firm Sales - | |||||||||||
| Residential | 12,959 | 10,212 | |||||||||
| Commercial | 2,771 | 2,397 | |||||||||
| Industrial | 135 | 108 | |||||||||
| Cogeneration & Electric Generation | 85 | 81 | |||||||||
| Firm Transportation - | |||||||||||
| Residential | 509 | 450 | |||||||||
| Commercial | 2,662 | 2,349 | |||||||||
| Industrial | 2,823 | 2,770 | |||||||||
| Cogeneration & Electric Generation | 648 | 868 | |||||||||
| Total Firm Throughput | 22,592 | 19,235 | |||||||||
| Interruptible Sales | 6 | 1 | |||||||||
| Interruptible Transportation | 342 | 293 | |||||||||
| Off-System Sales | 6,044 | 5,538 | |||||||||
| Capacity Release | 12,327 | 18,064 | |||||||||
| Total Throughput - Utility | 41,311 | 43,131 | |||||||||
Throughput – Gas Utility Operations - Total gas throughput decreased 1.8 MMdts for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to volume decreases in Capacity Release resulting from lower demand.
CIP - The effects of the CIP on SJG's net income and the associated weather comparisons are as follows (dollars in millions):
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Net Income Impact: | |||||||||||
| CIP – Weather Related | $ | 5.6 | $ | 13.9 | |||||||
| CIP – Usage Related | (6.2) | 7.1 | |||||||||
| Total Net Income Impact | $ | (0.6) | $ | 21.0 | |||||||
| Weather Compared to 20-Year Average | 6.5% Warmer | 19.8% Warmer | |||||||||
| Weather Compared to Prior Year | 15.1 % Colder | 18.1% Warmer | |||||||||
Operating Revenues & Margin - See SJI's Management Discussion section above.
Operations & Maintenance Expense - See SJI's Management Discussion section above.
Depreciation - Depreciation expense increased $2.5 million for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to New Jersey's infrastructure improvement efforts, which included the approval of SJG's AIRP and SHARP, in addition to significant investment in new technology systems.
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Energy and Other Taxes - The change in energy and other taxes for the three months ended March 31, 2021 compared with the same period in 2020 was not significant.
Other Income and Expense - Other Income and Expense increased $3.0 million for the three months ended March 31, 2021 compared with the same period in 2020, primarily due to higher investment performance as the first quarter of 2020 saw weaker market conditions from the beginning of the COVID-19 pandemic. Also contributing is higher SJG AFUDC income.
Interest Charges – Interest Charges increased $2.2 million for the three months ended March 31, 2021 compared with the same period in 2020 primarily due to higher amounts of long-term debt from issuances that occurred in 2020.
Income Taxes – Income tax expense generally fluctuates as income before taxes changes. Minor variations will occur period to period as a result of effective tax rate adjustments. Also, during the first quarter of 2020, SJG recorded $1.2 million in tax expense related to a one-time tax adjustment resulting from the BPU's approval of a stipulation for SJG.
LIQUIDITY AND CAPITAL RESOURCES:
Liquidity and capital resources for SJG are substantially covered in the Management’s Discussion of SJI (except for the items and transactions that relate to SJI and its nonutility subsidiaries). Those explanations are incorporated by reference into this discussion.
Liquidity needs for SJG are driven by factors that include natural gas commodity prices; the impact of weather on customer bills; lags in fully collecting gas costs from customers under the BGSS charge, settlement of legal matters, and environmental remediation expenditures through the RAC; the timing of construction and remediation expenditures and related permanent financings; mandated tax payment dates; both discretionary and required repayments of long-term debt; and the amounts and timing of dividend payments.
Cash flows for the period were the following (in thousands):
| Three months ended March 31, 2021 | Three months ended March 31, 2020 | ||||||||||
| Net Cash Provided by Operating Activities | $ | 125,284 | $ | 86,431 | |||||||
| Net Cash Used in Investing Activities | (64,233) | (56,136) | |||||||||
| Net Cash Used in Financing Activities | (50,009) | (29,400) | |||||||||
Cash Flows from Operating Activities - Liquidity needs are first met with net cash provided by operating activities. Net cash provided by operating activities varies from year-to-year primarily due to the impact of weather on customer demand and related gas purchases, customer usage factors related to conversion efforts and the price of the natural gas commodity, inventory utilization, and gas cost recoveries. Cash flows provided by operating activities in the first three months of 2021 produced more net cash than the same period in 2020, primarily due to higher revenues due to favorable changes in base rates resulting from the completion of SJG's rate case in September 2020.
Cash Flows from Investing Activities - SJG has a continuing need for cash resources for capital expenditures, primarily to invest in new and replacement facilities and equipment. SJG estimates the net cash outflows for capital expenditures for fiscal years 2021, 2022 and 2023 to be approximately $275.0 million, $240.5 million and $325.4 million, respectively. For capital expenditures, including those under the AIRP and SHARP, SJG expects to use short-term borrowings under both its commercial paper program and lines of credit from commercial banks to finance capital expenditures as incurred. From time to time, SJG may refinance the short-term debt incurred to support capital expenditures with long-term debt.
Cash Flows from Financing Activities - SJG supplements its operating cash flow and credit lines with both debt and equity capital. Over the years, SJG has used long-term debt, primarily in the form of First Mortgage Bonds and Medium Term Notes, secured by the same pool of utility assets, to finance its long-term borrowing needs. These needs are primarily capital expenditures for property, plant and equipment.
See SJI's Management Discussion section above.
SJI did not contribute any equity to SJG during the three months ended March 31, 2021 or 2020.
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SJG’s capital structure was as follows:
| As of March 31, 2021 | As of December 31, 2020 | ||||||||||
| Common Equity | 56.5 | % | 53.8 | % | |||||||
| Long-Term Debt | 43.5 | % | 44.2 | % | |||||||
| Short-Term Debt | 0.0 | % | 2.0 | % | |||||||
| Total | 100.0 | % | 100.0 | % | |||||||
COMMITMENTS AND CONTINGENCIES:
Total net cash outflows for remediation projects are expected to be $19.1 million, $25.6 million and $33.7 million for 2021, 2022 and 2023, respectively. As discussed in Notes 10 and 15 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's 10-K for the year ended December 31, 2020, certain environmental costs are subject to recovery from ratepayers.
SJG has certain commitments for both pipeline capacity and gas supply for which SJG pays fees regardless of usage. Those commitments, as of March 31, 2021, averaged $80.6 million annually and totaled $382.5 million over the contracts’ lives. Approximately 35% of the financial commitments under these contracts expire during the next five years. SJG expects to renew each of these contracts under renewal provisions as provided in each contract. SJG recovers all such prudently incurred fees through rates via the BGSS.
Litigation - See the Commitments and Contingencies section of SJI's Management Discussion above.
Contractual Cash Obligations – There were no significant changes to SJG's contractual obligations described in Note 15 to the Consolidated Financial Statements in Item 8 of SJI’s and SJG's Annual Report on Form 10-K for the year ended December 31, 2020.
Off-Balance Sheet Arrangements - SJG has no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
SJI:
Commodity Market Risks — Certain SJI subsidiaries, including SJG, are involved in buying, selling, transporting and storing natural gas, and buying and selling retail electricity, for their own accounts as well as managing these activities for third parties. These subsidiaries are subject to market risk on expected future purchases and sales due to commodity price fluctuations. To hedge against this risk, SJI enters into a variety of physical and financial transactions including forward contracts, swaps, futures and options agreements. To manage these transactions, SJI has a well-defined risk management policy approved by SJI's Board of Directors that includes volumetric and monetary limits. Management reviews reports detailing activity daily. Generally, the derivative activities described above are entered into for risk management purposes.
As part of its gas purchasing strategy, SJG and ETG use financial contracts to hedge against forward price risk. These contracts are recoverable through SJG's and ETG's BGSS, subject to BPU approval.
SJRG manages risk for its own portfolio by entering into the types of transactions noted above. The retail electric operations of SJE use forward physical and financial contracts to mitigate commodity price risk on fixed price electric contracts. It is management's policy, to the extent practical, within predetermined risk management policy guidelines, to have limited unmatched positions on a deal or portfolio basis while conducting these activities. As a result of holding open positions to a minimal level, the economic impact of changes in value of a particular transaction is substantially offset by an opposite change in the related hedge transaction.
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SJI has entered into certain contracts to buy, sell, and transport natural gas and to buy and sell retail electricity. SJI recorded net pre-tax unrealized gains (losses) of $(0.1) million and $(0.3) million for the three months ended March 31, 2021 and 2020, respectively, which are included with realized gains (losses) in Operating Revenues - Nonutility on the condensed consolidated statements of income.
The fair value and maturity of these energy-related contracts determined under the mark-to-market method as of March 31, 2021 is as follows (in thousands):
| Assets | |||||||||||||||||||||||
| Source of Fair Value | Maturity < 1 Year | Maturity 1 -3 Years | Maturity Beyond 3 Years | Total | |||||||||||||||||||
| Prices actively quoted | $ | 10,339 | $ | 922 | $ | 248 | $ | 11,509 | |||||||||||||||
| Prices provided by other external sources | 19,595 | 8,939 | 2,010 | 30,544 | |||||||||||||||||||
| Prices based on internal models or other valuation methods | 8,607 | 3,140 | 825 | 12,572 | |||||||||||||||||||
| Total | $ | 38,541 | $ | 13,001 | $ | 3,083 | $ | 54,625 | |||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Source of Fair Value | Maturity <1 Year | Maturity 1 -3 Years | Maturity Beyond 3 Years | Total | |||||||||||||||||||
| Prices actively quoted | $ | 2,899 | $ | 639 | $ | 44 | $ | 3,582 | |||||||||||||||
| Prices provided by other external sources | 17,810 | 8,155 | 2,956 | 28,921 | |||||||||||||||||||
| Prices based on internal models or other valuation methods | 1,127 | 25 | — | 1,152 | |||||||||||||||||||
| Total | $ | 21,836 | $ | 8,819 | $ | 3,000 | $ | 33,655 | |||||||||||||||
•NYMEX is the primary national commodities exchange on which natural gas is traded. Volumes of our NYMEX contracts included in the table above under "Prices actively quoted" are 37.1 MMdts with a weighted average settlement price of $2.67 per dt.
•Basis represents the differential to the NYMEX natural gas futures contract for delivering gas to a specific location. Volumes of our basis contracts, along with volumes of our discounted index related purchase and sales contracts, included in the table above under "Prices provided by other external sources" and "Prices based on internal models or other valuation methods" are 78.8 MMdts with a weighted average settlement price of $(0.52) per dt.
•Fixed Price Gas Daily represents the price of a NYMEX natural gas futures contract adjusted for the difference in price for delivering the gas at another location. Volumes of our Fixed Price Gas Daily contracts included in the table above under "Prices provided by other external sources" are 63.9 MMdts with a weighted average settlement price of $2.06 per dt.
•Volumes of electric included in the table above under "Prices based on internal models or other valuation methods" are not material.
A reconciliation of SJI’s estimated net fair value of energy-related derivatives follows (in thousands):
| Net Derivatives — Energy Related Assets, January 1, 2021 | $ | 16,421 | |||
| Contracts Settled During the Three Months Ended March 31, 2021, Net | (4,508) | ||||
| Other Changes in Fair Value from Continuing and New Contracts, Net | 9,057 | ||||
| Net Derivatives — Energy Related Assets, March 31, 2021 | $ | 20,970 | |||
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Interest Rate Risk — Our exposure to interest-rate risk relates to short-term and long-term variable-rate borrowings. Variable-rate debt outstanding, including short-term and long-term debt, at March 31, 2021 was $196.2 million and averaged $531.7 million during the first three months of 2021. A hypothetical 100 basis point (1%) increase in interest rates on our average variable-rate debt outstanding would result in a $3.9 million increase in our annual interest expense, net of tax. The 100 basis point increase was chosen for illustrative purposes, as it provides a simple basis for calculating the impact of interest rate changes under a variety of interest rate scenarios. Over the past five years, the change in basis points (b.p.) of our average monthly interest rates from the beginning to end of each year was as follows: 2020 - 152 b.p. decrease; 2019 - 64 b.p. decrease; 2018 - 91 b.p. increase; 2017 - 82 b.p. increase; and 2016 - 47 b.p. increase. At March 31, 2021, our average interest rate on variable-rate debt was 1.27%.
We typically issue long-term debt either at fixed rates or use interest rate derivatives to limit our exposure to changes in interest rates on variable rate, long-term debt. As of March 31, 2021, the interest costs on $2.95 billion of our long-term debt (including current portion) was either at a fixed rate or hedged via an interest rate derivative.
As of March 31, 2021, SJI’s active interest rate swaps were as follows:
| Notional Amount | Fixed Interest Rate | Start Date | Maturity | |||||||||||||||||
| $ | 12,500,000 | 3.530% | 12/1/2006 | 2/1/2036 | ||||||||||||||||
| $ | 12,500,000 | 3.430% | 12/1/2006 | 2/1/2036 | ||||||||||||||||
Credit Risk - As of March 31, 2021, SJI had approximately $6.1 million, or 11.1%, of the current and noncurrent Derivatives – Energy Related Assets transacted with one counterparty. This counterparty is investment-grade rated.
As of March 31, 2021, SJRG had $119.5 million of Accounts Receivable under sales contracts. Of that total, 14.3% were with regulated utilities or companies rated investment-grade or guaranteed by an investment-grade-rated parent or were with companies where we have a collateral arrangement or insurance coverage. The remainder of the Accounts Receivable were within approved credit limits.
SJG:
The fair value and maturity of SJG's energy trading and hedging contracts determined using mark-to-market accounting as of March 31, 2021 are as follows (in thousands):
| Assets | ||||||||||||||||||||
| Source of Fair Value | Maturity < 1 Year | Maturity 1 - 3 Years | Total | |||||||||||||||||
| Prices actively quoted | $ | 974 | $ | — | $ | 974 | ||||||||||||||
| Prices provided by other external sources | 6 | — | 6 | |||||||||||||||||
| Prices based on internal models or other valuable methods | 3,402 | — | 3,402 | |||||||||||||||||
| Total | $ | 4,382 | $ | — | $ | 4,382 | ||||||||||||||
| Liabilities | ||||||||||||||||||||
| Maturity | Maturity | |||||||||||||||||||
| Source of Fair Value | < 1 Year | 1 - 3 Years | Total | |||||||||||||||||
| Prices actively quoted | $ | 338 | $ | 275 | $ | 613 | ||||||||||||||
| Prices provided by other external sources | 3 | — | 3 | |||||||||||||||||
| Prices based on internal models or other valuable methods | 11 | — | 11 | |||||||||||||||||
| Total | $ | 352 | $ | 275 | $ | 627 | ||||||||||||||
Contracted volumes of SJG's NYMEX contracts are 13.0 MMdts with a weighted-average settlement price of $2.67 per dt. Contracted volumes of SJG's Basis contracts are 12.5 MMdts with a weighted-average settlement price of $0.10 per dt.
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A reconciliation of SJG's estimated net fair value of energy-related derivatives follows (in thousands):
| Net Derivatives — Energy Related Assets, January 1, 2021 | $ | 1,082 | |||
| Contracts Settled During the Three Months ended March 31, 2021, Net | (862) | ||||
| Other Changes in Fair Value from Continuing and New Contracts, Net | 3,535 | ||||
| Net Derivatives — Energy Related Assets, March 31, 2021 | $ | 3,755 | |||
Interest Rate Risk - SJG's exposure to interest rate risk relates primarily to variable-rate borrowings. Variable-rate debt, including both short-term and long-term debt outstanding at March 31, 2021, was $24.9 million and averaged $44.2 million during the first three months of 2021. A hypothetical 100 basis point (1%) increase in interest rates on SJG's average variable-rate debt outstanding would result in a $0.3 million increase in SJG's annual interest expense, net of tax. The 100 basis point increase was chosen for illustrative purposes, as it provides a simple basis for calculating the impact of interest rate changes under a variety of interest rate scenarios. Over the past five years, the change in basis points (b.p.) of SJG's average monthly interest rates from the beginning to end of each year was as follows: 2020 - 220 b.p. decrease; 2019 - 73 b.p. decrease; 2018 - 91 b.p. increase; 2017 - 91 b.p. increase; and 2016 - 19 b.p. increase. As of March 31, 2021, SJG's average interest rate on variable-rate debt was 0.10%.
SJG typically issues long-term debt either at fixed rates or uses interest rate derivatives to limit exposure to changes in interest rates on variable-rate, long-term debt. As of March 31, 2021, the interest costs on $1.08 billion of long-term debt (including current portion) was either at a fixed-rate or hedged via an interest rate derivative.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The management of each of SJI and SJG, with the participation of their respective principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of SJI’s and SJG's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2021. Based on that evaluation, the principal executive officer and principal financial officer of each of SJI and SJG concluded that, as of March 31, 2021, the disclosure controls and procedures employed at SJI and SJG, respectively, were effective.
Changes in Internal Control Over Financial Reporting
There was no change in SJI’s or SJG's internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended March 31, 2021, that has materially affected, or is reasonably likely to materially affect, SJI’s and SJG's internal control over financial reporting.
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PART II — OTHER INFORMATION
Item l. Legal Proceedings
Information required by this Item for SJI and SJG is incorporated by reference to Part I, Item 1, Note 11, Litigation.
Item 1A. Risk Factors
Other than described below, there have been no material changes in the risk factors for SJI or SJG from those disclosed in Item 1A of SJI’s and SJG's Annual Reports on Form 10-K for the year ended December 31, 2020.
We issued additional securities in March and April 2021, and, as a result, we are subject to market risks including market demand for our debt and equity securities.
We have obtained financing which includes common stock and Equity Units.
Among other risks, the increase in our indebtedness may:
• make it more difficult for us to repay or refinance our debts as they become due during adverse economic and industry conditions;
• limit our flexibility to pursue other strategic opportunities or react to changes in our business and the industry in which we operate and, consequently, place us at a competitive disadvantage to competitors with less debt;
• require an increased portion of our cash flows from operations to be used for debt service payments, thereby reducing the availability of cash flows to fund working capital, capital expenditures, dividend payments and other general corporate purposes;
• result in a downgrade in the credit rating of our indebtedness, which could limit our ability to borrow additional funds or increase the interest rates applicable to our indebtedness;
• result in higher interest expense in the event of increases in market interest rates for both long-term debt as well as short-term commercial paper, bank loans or borrowings under our line of credit at variable rates;
• reduce the amount of credit available to support hedging activities; and
• require that additional terms, conditions or covenants be placed on us.
Among other risks, the issuance of additional equity by SJI may:
• be dilutive to our existing shareholders and earnings per share;
• impact our capital structure and cost of the capital;
• be adversely impacted by movements in the overall equity markets or the utility or natural gas utility industry sectors of that market, which could impact the offering price of any new equity or necessitate the use of other equity or equity-like instruments such as preferred stock, convertible preferred shares, or convertible debt; and
• impact our ability to make our current and future dividend payments, or make future dividend payments at similar amounts per share as in the past.
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Item 6. Exhibits
(a) Exhibits
| Exhibit No. | Description | |||||||
| Common Stock Underwriting Agreement dated March 17, 2021 between South Jersey Industries, Inc. and the Representative of the several underwriters (incorporated by reference from Exhibit 1.1 of Form 8-K of SJI as filed March 22, 2021). | ||||||||
| Equity Units Underwriting Agreement dated March 17, 2021 between South Jersey Industries, Inc. and the Representative of the several underwriters (incorporated by reference from Exhibit 1.2 of Form 8-K of SJI as filed March 22, 2021). | ||||||||
| Junior Subordinated Indenture dated as of April 23, 2018 between South Jersey Industries, Inc. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 of Form 8-K of SJI as filed March 22, 2021). | ||||||||
| Second Supplemental Indenture dated as of March 22, 2021 between South Jersey Industries, Inc. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.2 of Form 8-K of SJI as filed March 22, 2021). | ||||||||
| Form of 2021 Series B 1.65% Remarketable Junior Subordinated Notes due 2029 (incorporated by reference from Exhibit 4.3 of Form 8-K of SJI as filed March 22, 2021). | ||||||||
| Purchase Contract and Pledge Agreement dated as of March 22, 2021 between South Jersey Industries, Inc. and U.S. Bank National Association, as purchase contract agent, collateral agent, custodial agent and securities intermediary (incorporated by reference from Exhibit 4.4 of Form 8-K of SJI as filed March 22, 2021). | ||||||||
| Form of Remarketing Agreement (incorporated by reference from Exhibit 4.5 of Form 8-K of SJI as filed March 22, 2021). | ||||||||
| Form of Corporate Units (incorporated by reference from Exhibit 4.6 of Form 8-K of SJI as filed March 22, 2021). | ||||||||
| Form of Treasury Units (incorporated by reference from Exhibit 4.7 of Form 8-K of SJI as filed March 22, 2021). | ||||||||
| Forward Sale Agreement dated March 17, 2021 between the Company and Bank of America, N.A., as forward purchaser (incorporated by reference from Exhibit 4.8 of Form 8-K of SJI as filed March 22, 2021). | ||||||||
| Form of stock certificate for common stock (incorporated by reference from Exhibit 4.9 of Form 8-K of SJI as filed March 22, 2021). | ||||||||
| Officer’s Certificate of South Jersey Industries, Inc., dated March 25, 2021, setting forth the terms of the Notes effective March 29, 2021 (incorporated by reference from Exhibit 4.1 of Form 8-K of SJI as filed March 26, 2021). | ||||||||
| Fourth Amendment to Two-Year Revolving Credit Agreement and Extension Agreement, dated as of April 26, 2021, by and among Elizabethtown Gas Company, SJI Utilities, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, including as Annex A thereto, a conformed copy of the Credit Agreement, as amended (incorporated by reference from Exhibit 10.1 of Form 8-K of SJI filed as of April 30, 2021). | ||||||||
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| Certification of SJI's Principal Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act. | ||||||||
| Certification of SJI's Principal Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act. | ||||||||
| Certification of SJG's Principal Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act. | ||||||||
| Certification of SJG's Principal Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act. | ||||||||
| Certification of SJI's Principal Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). | ||||||||
| Certification of SJI's Principal Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). | ||||||||
| Certification of SJG's Principal Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). | ||||||||
| Certification of SJG's Principal Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). | ||||||||
| 101 | The following financial statements from South Jersey Industries, Inc.’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021, filed with the Securities and Exchange Commission on May 6, 2021 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Statements of Cash Flows; (iv) the Condensed Consolidated Balance Sheets; (v) the Condensed Consolidated Statements of Equity; and (vi) the Notes to Condensed Consolidated Financial Statements. The following financial statements from South Jersey Gas’ Quarterly Report on Form 10-Q for the three months ended March 31, 2021, filed with the Securities and Exchange Commission on May 6, 2021 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Statements of Income; (ii) the Condensed Statements of Comprehensive Income; (iii) the Condensed Statements of Cash Flows; (iv) the Condensed Balance Sheets; and (v) the Condensed Statements of Equity. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SOUTH JERSEY INDUSTRIES, INC. | |||||||||||
| Dated: | May 6, 2021 | By: | /s/ Steven R. Cocchi | ||||||||
| Steven R. Cocchi | |||||||||||
| Senior Vice President & Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SOUTH JERSEY GAS COMPANY | |||||||||||
| Dated: | May 6, 2021 | By: | /s/ Steven R. Cocchi | ||||||||
| Steven R. Cocchi | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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