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EXCEL - IDEA: XBRL DOCUMENT - SOUTH JERSEY GAS CoFinancial_Report.xls
EX-32.2 - EXHIBIT 32.2 - SOUTH JERSEY GAS Cosjg-123114ex322.htm
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EX-12 - EXHIBIT 12 - SOUTH JERSEY GAS Cosjg-123114exh12.htm
EX-31.2 - EXHIBIT 31.2 - SOUTH JERSEY GAS Cosjg-123114ex312.htm
EX-31.1 - EXHIBIT 31.1 - SOUTH JERSEY GAS Cosjg-123114ex311.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

x
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
o
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: 000-22211

SOUTH JERSEY GAS COMPANY
(Exact name of registrant as specified in its charter)

New Jersey
21-0398330
(State of incorporation)
(IRS employer identification no.)

1 South Jersey Plaza, Folsom, New Jersey 08037
(Address of principal executive offices, including zip code)

(609) 561-9000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:    Yes o      No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act:  Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x     No o 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer    o
Accelerated filer     o
Non-accelerated filer      x (Do not check if a smaller reporting company)
Smaller reporting company o




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes o       No x

All of the equity securities of the registrant are owned by South Jersey Industries, Inc., its parent company, an Exchange Act reporting company named in the registrant's description of its business, which has itself fulfilled its Exchange Act filing requirements.
 
The registrant meets all of the conditions set forth in General Instruction I1(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format.

Documents Incorporated by Reference:   None




TABLE OF CONTENTS

 
 
Page No.
 
 
 
 
 
 
 
PART I
 
 
 
 
 
 
 
 
PART II
 
 
 
 
 
 
 
 
PART III
 
 
 
 
 
 
 
 
PART IV
 
 
 
 
 
 
 



  

3


Forward Looking Statements

Certain statements contained in this Annual Report on Form 10-K may qualify as “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this Report should be considered forward-looking statements made in good faith by South Jersey Gas Company (SJG or the Company) and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this Report, or any other of the Company’s documents or oral presentations, words such as “anticipate,” “believe,” “expect,” “estimate,” “forecast,” “goal,” “intend,” “objective,” “plan,” “project,” “seek,” “strategy” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements. These risks and uncertainties include, but are not limited to the risks set forth under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K and elsewhere throughout this Report. These cautionary statements should not be construed by you to be exhaustive and they are made only as of the date of this Report. While the Company believes these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. Further, SJG undertakes no obligation to update or revise any of its forward-looking statements whether as a result of new information, future events or otherwise.

Available Information - Information regarding SJG can be found at the South Jersey Industries, Inc. (SJI) internet address, www.sjindustries.com. We make available free of charge on or through SJI's website SJG’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). The SEC maintains an Internet site that contains these reports at http://www.sec.gov. The content on any web site referred to in this filing is not incorporated by reference into this filing unless expressly noted otherwise.



4


PART I


Item 1. Business

Units of Measurement
 
For Natural Gas:
1 dt
 = One decatherm
1 MMdt
 = One million decatherms
Dts/d
 = Decatherms per day
MDWQ
 = Maximum daily withdrawal quantity
Description of Business

South Jersey Gas Company (SJG) is a regulated natural gas utility. SJG distributes natural gas in the seven southernmost counties of New Jersey.

Additional information on the nature of our business is incorporated by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Market Risk” and Note 3 to the financial statements.
 
Financial Information About Reportable Segments

Not applicable.
 
Rates and Regulation

Information on our rates and regulatory affairs is incorporated by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 3 to the financial statements.

Sources and Availability of Raw Materials

Transportation and Storage Agreements
 
SJG has direct connections to the interstate pipeline systems of both Transcontinental Gas Pipe Line Company, LLC (Transco) and Columbia Gas Transmission, LLC (Columbia). During 2014, SJG purchased and had delivered approximately 42.0 million decatherms (MMdts) of natural gas for distribution to both on-system and off-system customers and for injections into storage. Of this total, 26.3 MMdts were transported on the Transco pipeline system while 15.7 MMdts were transported on the Columbia pipeline system. Moreover, during 2014 third-party suppliers delivered 35.3 MMdts to SJG's system on behalf of end use customers behind our city gate stations. SJG also secures other long-term services from Dominion Transmission, Inc. (Dominion), a pipeline upstream of the Transco and Columbia systems. Services provided by Dominion are utilized to deliver gas into either the Transco or Columbia systems for ultimate delivery to SJG. Services provided by all of the above-mentioned pipelines are subject to the jurisdiction of the Federal Energy Regulatory Commission (FERC). Unless otherwise indicated, our intentions are to renew or extend these service agreements before they expire.

Transco:

Transco is SJG’s largest supplier of long-term gas transmission services which includes both year-round and seasonal firm transportation (FT) service arrangements. When combined, these FT services enable SJG to purchase gas from third parties and have delivered to its city gate stations by Transco a total of 297,958 dts per day (dts/d). Of this total, 133,917 dts/d is long-haul FT (where gas can be transported from the production areas of the Southwest to the market areas of the Northeast) while 164,041 dts/d is market area FT. The terms of SJG’s year-round agreements extend for various periods through 2025. SJG's seasonal agreements are currently operating under their respective evergreen provisions.





5


Of the 297,958 dts/d of Transco services mentioned above, SJG has released a total of 20,000 dts/d of its long-haul FT and 49,041 dts/d of its market area FT service. These releases were made in association with SJG’s Conservation Incentive Program (CIP) discussed further under Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations."  In addition, SJG released a total of 50,000 dts/d of its long-haul FT as part of Asset Management Agreements (AMA). The AMA-related releases are discussed below under “Gas Supplies.”

SJG currently has six long-term gas storage service agreements with Transco that, when combined, are capable of storing approximately 5.0 MMdts. Through these agreements, SJG can inject gas into market and production area storages during periods of low demand and extract gas at a Maximum Daily Withdrawal Quantity (MDWQ) of up to 107,407 dts during periods of high demand. The longest term of these storage service agreements extends through March 31, 2023.

Dominion:

SJG subscribes to a firm storage service from Dominion, under its Rate Schedule GSS.  This storage has a MDWQ of 10,000 dts during the period between November 16 and March 31 of each winter season, with an associated total storage capacity of 423,000 dts.  Gas withdrawn from Dominion GSS storage is delivered through both the Dominion and Transco (Leidy Line) pipeline systems for delivery to SJG service territory.  The primary term of this agreement extends through March 31, 2015. SJG has released this service under an AMA as discussed below under "Gas Supplies."

Columbia:

SJG subscribes to three firm transportation agreements with Columbia which provide for an aggregate of 54,022 dts/d of firm service with 45,022 dts/d of this deliverability extending through October 31, 2019.   The remaining 9,000 dts/d was extended through October 31, 2017. SJG released 8,671 dts/d of this amount to South Jersey Resources Group, LLC (SJRG), an affiliate by common ownership, in conjunction with its CIP thereby reducing the combined availability of firm transportation on the Columbia system to 45,351 dts/d.

SJG also subscribes to a firm storage service with Columbia under its Rate Schedule FSS along with an associated firm transportation service under Rate Schedule SST, each of which extends through October 31, 2019. The Company has a total FSS MDWQ of 52,891 dts and a related 3,473,022 dts of storage capacity. SJG released to SJRG 19,029 dts/d of its FSS MDWQ along with 1,249,485 dts of its FSS storage capacity. Additionally, SJG released to SJRG 19,029 dts/d of its Columbia SST transportation service. Both releases made by SJG were in connection with its CIP and extend through September 30, 2016.

Gas Supplies

During 2014, SJG entered into an AMA with a gas marketer which extends through March 31, 2015. Under this agreement, SJG released to the marketer its firm transportation rights equal to 30,000 dts/d of transportation capacity on Transco. The marketer manages this capacity and provides SJG with up to 30,000 dts/d of firm deliverability each day through March 31, 2015. The marketer's intent was to optimize the capacity released to it under this AMA and pay SJG a monthly asset management fee.

Also during 2014, SJG entered into two additional AMA's with two separate gas marketers which both extend through October 31, 2015. Under these agreements, SJG has released to each of the marketers firm transportation rights equal to 10,000 dts/d of transportation capacity on Transco. The marketers manages this capacity and provides SJG with up to 10,000 dts/d each of firm deliverability every day through October 31, 2015. The marketers will seek to optimize the capacity released to it under these AMA's and pay SJG a one-time asset management fee.

In 2011, SJG entered into a long-term gas purchase agreement with a gas producer, the primary term of which extends through October 31, 2019. The maximum daily quantities (MDQ) available for purchase under this agreement initially start at 6,250 dts/d and ratchet up to a MDQ of 25,000 dts/d. Gas purchased from this producer will be sourced in the Appalachian supply areas and delivered into the Columbia pipeline system for delivery to SJG.

As part of its gas purchasing strategy, SJG uses financial contracts to hedge against forward price risk. These contracts are recoverable through SJG’s BGSS, subject to the New Jersey Board of Public Utilities (BPU) approval.


6


Supplemental Gas Supplies
    
During 2014, SJG purchased Liquefied Natural Gas (LNG) from a third party LNG supplier. This LNG was purchased as a supply source to replenish its LNG inventory at its storage facility, located in McKee City, NJ. SJG purchased LNG from this supplier during the 2013-14 winter season, the 2014 summer season and the 2014-15 winter season.

SJG operates peaking facilities which can store and vaporize LNG for injection into its distribution system. SJG’s LNG facility has a storage capacity equivalent to 434,300 dts of natural gas and has an installed capacity to vaporize up to 118,250 dts of LNG per day for injection into its distribution system.

Peak-Day Supply

SJG plans for a winter season peak-day demand on the basis of an average daily temperature of 2 degrees Fahrenheit (F). Gas demand on such a design day for the 2014-2015 winter season is estimated to be 487,997 dts (excluding industrial customers). SJG projects that it has adequate supplies and interstate pipeline entitlements to meet its design requirements. SJG experienced its highest peak-day demand for calendar year 2014 of 495,056 dts (including industrial customers) on January 7th, while experiencing an average temperature of 11.2 degrees F that day.

Natural Gas Prices

SJG’s average cost of natural gas purchased and delivered in calendar years 2014, 2013 and 2012, including demand charges, was $6.56 per dt, $4.81 per dt and $4.73 per dt, respectively.

Patents and Franchises
 
SJG holds nonexclusive franchises granted by municipalities in the seven-county area of southern New Jersey that it serves. No other natural gas public utility presently serves the territory covered by SJG’s franchises. Otherwise, patents, trademarks, licenses, franchises and concessions are not material to the business of SJG.

Seasonal Aspects

SJG experiences seasonal fluctuations in sales when selling natural gas for heating purposes. SJG meets this seasonal fluctuation in demand from its firm customers by buying and storing gas during the summer months, and by drawing from storage and purchasing supplemental supplies during the heating season. As a result of this seasonality, SJG’s revenues and net income are significantly higher during the first and fourth quarters than during the second and third quarters of the year.

Working Capital Practices

Reference is made to “Liquidity and Capital Resources” included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this report.

Customers

No material part of SJG’s business is dependent upon a single customer or a few customers, the loss of which would be expected to have a material adverse effect on SJG’s business.

Backlog

Backlog is not material to an understanding of SJG’s business.

Government Contracts

No material portion of SJG’s business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of any government.

Competition

Information on competition is incorporated by reference to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ” of this report.

7



Research

During the last three fiscal years, SJG did not engage in research activities to any material extent.

Environmental Matters

Information on environmental matters can be found in Note 12 of the financial statements included under Item 8 of this report.

Employees

SJG had a total of 481 employees as of December 31, 2014. Of that total, 284 employees are unionized. There are 37 unionized employees represented by the International Brotherhood of Electrical Workers (IBEW) that operate under a collective bargaining agreement that runs through February 28, 2017. The remaining unionized employees are represented by the International Association of Machinists and Aerospace Workers (IAM).  Employees represented by the IAM operate under a collective bargaining agreement that runs through August 31, 2017.

Financial Information About Foreign and Domestic Operations and Export Sales

SJG has no foreign operations and export sales are not a part of its business.


Item 1A. Risk Factors
 
SJG operates in an environment that involves risks, many of which are beyond our control. The Company has identified the following risk factors that could cause the Company’s operating results and financial condition to be materially adversely affected. Security Holders should carefully consider these risk factors and should also be aware that this list is not all-inclusive of existing risks. In addition, new risks may emerge at any time, and the Company cannot predict those risks or the extent to which they may affect the Company’s businesses or financial performance.

SJG’s business activities are concentrated in southern New Jersey. Changes in the economies of southern New Jersey and surrounding regions could negatively impact the growth opportunities available to SJG and the financial condition of the customers and prospects of SJG.

Changes in the regulatory environment or unfavorable rate regulation may have an unfavorable impact on SJG’s financial performance or condition.  SJG’s business is regulated by the New Jersey Board of Public Utilities (BPU) which has authority over many of the activities of the business including, but not limited to, the rates it charges to its customers, the amount and type of securities it can issue, the nature of investments it can make, the nature and quality of services it provides, safety standards and other matters. The extent to which the actions of regulatory commissions restrict or delay SJG’s ability to earn a reasonable rate of return on invested capital and/or fully recover operating costs may adversely affect its results of operations, financial condition and cash flows.

SJG may not be able to respond effectively to competition, which may negatively impact SJG’s financial performance or condition. Regulatory initiatives may provide or enhance opportunities for competitors that could reduce utility income obtained from existing or prospective customers. Also, competitors may be able to provide superior or less costly products or services based upon currently available or newly developed technologies.

Warm weather, high commodity costs, or customer conservation initiatives could result in reduced demand for natural gas. SJG currently has a conservation incentive program clause that protects its revenues and gross margin against usage that is lower than a set level. Should this clause be terminated without replacement, lower customer energy utilization levels would likely reduce SJG’s net income.

High natural gas prices could cause more of SJG’s receivables to be uncollectible. Higher levels of uncollectibles from utility customers would negatively impact SJG’s income and could result in higher working capital requirements.

SJG’s net income could decrease if it is required to incur additional costs to comply with new governmental safety, health or environmental legislation. SJG is subject to extensive and changing federal and state laws and regulations that impact many aspects of its business; including the storage, transportation and distribution of natural gas, as well as the remediation of environmental contamination at former manufactured gas plant facilities.

8



Increasing interest rates would negatively impact the net income of SJG. SJG is capital intensive, resulting in the incurrence of significant amounts of debt financing. SJG has issued all but $59.0 million of long-term debt either at fixed rates or has utilized interest rate swaps to mitigate changes in floating rates. However, new issues of long-term debt and all variable rate short-term debt are exposed to the impact of rising interest rates. 

The inability to obtain capital, particularly short-term capital from commercial banks, could negatively impact the daily operations and financial performance of SJG. SJG uses short-term borrowings under both a commercial paper program and committed and uncommitted credit facilities provided by commercial banks to supplement cash provided by operations, to support working capital needs, and to finance capital expenditures, as incurred. If the customary sources of short-term capital were no longer available due to market conditions, SJG may not be able to meet its working capital and capital expenditure requirements and borrowing costs could increase.

A downgrade in SJG’s credit ratings could negatively affect its ability to access adequate and cost effective capital. SJG’s ability to obtain adequate and cost effective capital depends to a significant degree on its credit ratings, which are greatly influenced by financial condition and results of operations. If the rating agencies downgrade SJG’s credit ratings, particularly below investment grade, SJG’s borrowing costs would increase. In addition, SJG would likely be required to pay higher interest rates in future financings and potential funding sources would likely decrease.

The inability to obtain natural gas would negatively impact the financial performance of SJG.  SJG’s business is based upon the ability to deliver natural gas to customers. Disruption in the production of natural gas or transportation of that gas to SJG from its suppliers could prevent SJG from completing sales to its customers.

Transporting and storing natural gas involves numerous risks that may result in accidents and other operating risks and costs. SJG’s gas distribution activities involve a variety of inherent hazards and operating risks, such as leaks, accidents, mechanical problems, natural disaster or terrorist activities, which could cause substantial financial losses. In addition, these risks could result in loss of human life, significant damage to property, environmental pollution and impairment of operations, which in turn could lead to substantial losses. In accordance with customary industry practice, SJG maintains insurance against some, but not all, of these risks and losses. The occurrence of any of these events even if fully covered by insurance could adversely affect SJG’s financial position, results of operations and cash flow.

Adverse results in legal proceedings could be detrimental to the financial condition of SJG. The outcomes of legal proceedings can be unpredictable and can result in adverse judgments.

Climate change legislation could impact SJG’s financial performance and condition.  Climate change is receiving ever increasing attention from scientists and legislators alike.  The debate is ongoing as to the extent to which our climate is changing, the potential causes of this change and its future impacts.  Some attribute global warming to increased levels of greenhouse gases, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions.  The outcome of federal and state actions to address global climate change could result in a variety of regulatory programs including additional charges to fund energy efficiency activities or other regulatory actions.  These actions could affect the demand for natural gas and electricity, result in increased costs to our business and impact the prices we charge our customers.  Because natural gas is a fossil fuel with low carbon content, it is possible that future carbon constraints could create additional demands for natural gas, both for production of electricity and direct use in homes and businesses.  Any adoption by federal or state governments mandating a substantial reduction in greenhouse gas emissions could have far-reaching and significant impacts on the energy industry.  We cannot predict the potential impact of such laws or regulations on our future financial condition, results of operations or cash flows.

Failures in the security of our computer systems through cyberattacks, hackers or other sources, could have a material adverse impact on our business and results of operations. SJG uses computer systems and services that involve the storage of confidential information on our employees, customers and vendors. In addition, certain computer systems monitor and control our distribution processes. Experienced hackers may be able to develop and deploy viruses that exploit the security of our computer systems and thus obtain confidential information and/or disrupt significant business processes. Unauthorized access to confidential information or disruptions to significant business processes could damage our reputation and negatively impact our results of operations and financial condition.


Item 1B. Unresolved Staff Comments

None.

9


Item 2. Properties

The principal property of SJG consists of its gas transmission and distribution systems that include mains, service connections and meters. The transmission facilities carry the gas from the connections with Transco and Columbia to SJG’s distribution systems for delivery to customers. As of December 31, 2014, there were approximately 122.7 miles of mains in the transmission systems and 6,339 miles of mains in the distribution systems.

SJG owns 154 acres of land in Folsom, New Jersey, which is the site of its corporate headquarters. Approximately 140 acres of this property are deed restricted.  SJG also has office and service buildings at six other locations in the territory. There is a liquefied natural gas storage and vaporization facility at one of these locations.

As of December 31, 2014, SJG’s utility plant had a gross book value of $2.0 billion and a net book value, after accumulated depreciation, of $1.6 billion.  In 2014, $200.0 million was spent on additions to utility plant and there were retirements of property having an aggregate gross carrying value of $16.6 million.
 
Virtually all of SJG’s transmission pipeline, distribution mains and service connections are under streets or highways or on the property of others. The transmission and distribution systems are maintained under franchises or permits or rights-of-way, many of which are perpetual. SJG’s properties (other than property specifically excluded) are subject to a lien of mortgage under which its first mortgage bonds are outstanding. We believe these properties are well maintained and in good operating condition.


Item 3. Legal Proceedings

SJG is subject to claims which arise in the ordinary course of business and other legal proceedings. We accrue liabilities related to these claims when we can reasonably estimate the amount or range of amounts of probable settlement costs or other charges for these claims.  The Company has accrued approximately $0.5 million related to all claims in the aggregate, as of both December 31, 2014 and 2013. Management does not believe that it is reasonably possible that there would be a material change in the Company's estimated liability in the near term and does not currently anticipate the disposition of any known claims that would have a material effect on our financial position, results of operations or liquidity.


Item 4. Mine Safety Disclosures

Not applicable.


Part II


Item 5. Market for the Registrant’s Common Equity
Related Stockholder Matters, and Issuer Purchases of Equity Securities

All of the outstanding common stock of SJG (its only class of equity securities) is owned by its parent company, South Jersey Industries, Inc. The common stock is not traded on any stock exchange.

SJG is restricted under its First Mortgage Indenture, as supplemented, as to the amount of cash dividends or other distributions that may be paid on its common stock. As of December 31, 2014, these restrictions did not affect the amount that may be distributed from SJG’s retained earnings. SJG declared and paid dividends totaling $18.2 million on its common stock in 2014; no dividends were declared and paid on SJG’s common stock in 2013.



10


Item 6. Selected Financial Data

The following financial data has been obtained from SJG’s audited financial statements (In thousands, except for Ratio Data and Customers):

 
Year Ended December 31,
 
2014
 
2013
 
2012
 
2011
 
2010
Operating Revenues
$
501,875

 
$
446,480

 
$
421,874

 
$
412,449

 
$
475,982

 
 
 
 
 
 
 
 
 
 
Operating Income
$
113,690

 
$
105,822

 
$
101,762

 
$
102,663

 
$
90,701

 
 
 
 
 
 
 
 
 
 
Net Income
$
66,483

 
$
62,236

 
$
58,241

 
$
52,889

 
$
43,925

 
 
 
 
 
 
 
 
 
 
Average Shares of Common Stock Outstanding
2,339

 
2,339

 
2,339

 
2,339

 
2,339

 
 
 
 
 
 
 
 
 
 
Ratio of Earnings to Fixed Charges (1)
5.4x

 
5.3x

 
5.5x

 
5.3x

 
5.1x


 
As of December 31,
 
2014
 
2013
 
2012
 
2011
 
2010
Property, Plant and Equipment, Net
$
1,589,369

 
$
1,424,775

 
$
1,285,591

 
$
1,158,029

 
$
1,046,804

 
 
 
 
 
 
 
 
 
 
Total Assets
$
2,185,672

 
$
1,909,126

 
$
1,786,459

 
$
1,615,723

 
$
1,468,635

 
 
 
 
 
 
 
 
 
 
Capitalization:
 
 
 
 
 
 
 
 
 

Common Equity
$
680,568

 
$
610,969

 
$
521,395

 
$
464,186

 
$
426,885

Long-Term Debt
507,091

 
454,000

 
425,000

 
362,813

 
340,000

Total Capitalization
$
1,187,659

 
$
1,064,969

 
$
946,395

 
$
826,999

 
$
766,885

 
 
 
 
 
 
 
 
 
 
Total Customers
366,854

 
362,256

 
357,306

 
351,304

 
347,725


(1) The ratio of earnings to fixed charges represents, on a pre-tax basis, the number of times earnings cover fixed charges. Earnings consist of net income, to which has been added fixed charges and taxes based on income of the company. Fixed charges consist of interest charges.



11


Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations


OVERVIEW:

Organization - We are an operating public utility company engaged in the purchase, transmission and sale of natural gas for residential, commercial and industrial use. We also sell natural gas and pipeline transportation capacity (off-system sales) on a wholesale basis to various customers on the interstate pipeline system and transport natural gas purchased directly from producers or suppliers to their customers.

Our service territory covers approximately 2,500 square miles in the southern part of New Jersey. It includes 117 municipalities throughout Atlantic, Cape May, Cumberland and Salem Counties and portions of Burlington, Camden and Gloucester Counties, with an estimated permanent population of 1.2 million. We benefit from our proximity to Philadelphia, PA and Wilmington, DE on the western side of our service territory and the popular shore communities on the eastern side. Continuing expansion of our infrastructure throughout our seven county region has fueled annual customer growth and creates opportunities for future extension into areas not yet served by natural gas. 

We believe there is an ongoing transition of southern New Jersey’s oceanfront communities from seasonal resorts to year round economies.  Building expansions in the medical, hospitality and education sectors throughout the service territory have also contributed to our growth. In 2014, we serve approximately 69% of households within our territory with natural gas.   We also serve southern New Jersey’s diversified industrial base that includes processors of petroleum and agricultural products; chemical, glass and consumer goods manufacturers; and high technology parks.

As of December 31, 2014, we served 366,854 residential, commercial and industrial customers in southern New Jersey, compared with 362,256 customers at December 31, 2013.  No material part of our business is dependent upon a single customer or a few customers. Gas sales, transportation and capacity release for 2014 amounted to 138.2 MMdts (million dekatherms), of which 65.2 MMdts were firm sales and transportation, 1.4 MMdts were interruptible sales and transportation and 71.6 MMdts were off-system sales and capacity release. The breakdown of firm sales and transportation includes 42.6% residential, 19.4% commercial, 20.6% industrial, and 17.4% cogeneration and electric generation. At year-end 2014, we served 342,155 residential customers, 24,253 commercial customers and 446 industrial customers.  This includes 2014 net additions of 4,219 residential customers and 380 commercial customers.

We make wholesale gas sales to gas marketers for resale and ultimate delivery to end users. These “off-system” sales are made possible through the issuance of the Federal Energy Regulatory Commission (FERC) Orders No. 547 and 636. Order No. 547 issued a blanket certificate of public convenience and necessity authorizing all parties, which are not interstate pipelines, to make FERC jurisdictional gas sales for resale at negotiated rates, while Order No. 636 allowed us to deliver gas at delivery points on the interstate pipeline system other than our own city gate stations and release excess pipeline capacity to third parties. During 2014, off-system sales amounted to 9.4 MMdts and capacity release amounted to 62.2 MMdts.

Supplies of natural gas available to us that are in excess of the quantity required by those customers who use gas as their sole source of fuel (firm customers) make possible the sale and transportation of gas on an interruptible basis to commercial and industrial customers whose equipment is capable of using natural gas or other fuels, such as fuel oil and propane. The term “interruptible” is used in the sense that deliveries of natural gas may be terminated by us at any time if this action is necessary to meet the needs of higher priority customers as described in our tariffs. In 2014, usage by interruptible customers, excluding off-system customers, amounted to 1.4 MMdts, approximately 1.0% of the total throughput.

Our primary goals are to: 1) provide safe, reliable natural gas service at the lowest cost reasonably possible; 2) promote natural gas as the fuel of choice for residential, commercial and industrial customers; and 3) aid our customers in becoming more energy efficient.

12



The following is a summary of the primary factors we expect to have the greatest impact on our performance and our ability to achieve our goals going forward:

Business Model - We are the primary focus of our parent, SJI, and expect to continue to account for the majority of SJI’s net income by maximizing the growth potential of our service territory.

Customer Growth - Southern New Jersey, our primary area of operations, has not been immune to the issues impacting the new housing market nationally.  However, net customers for SJG still grew 1.3% for 2014 as we increased our focus on customer conversions.  In 2014, the 5,790 consumers converting their homes and businesses from other heating fuels, such as electric, propane or oil, represented over 69% of the total new customer acquisitions for the year.  In comparison, conversions over the past five years averaged 4,689 annually.  Customers in our service territory typically base their decisions to convert on comparisons of fuel costs, environmental considerations and efficiencies.  As such, SJG began a comprehensive partnership with the State’s Office of Clean Energy to educate consumers on energy efficiency and to promote the rebates and incentives available to natural gas users.

Regulatory Environment - We are primarily regulated by the New Jersey Board of Public Utilities (BPU). The BPU sets the rates that we charge our rate-regulated customers for services provided and establishes the terms of service under which we operate. We expect the BPU to continue to set rates and establish terms of service that will enable us to obtain a fair and reasonable return on capital invested. The BPU approved a Conservation Incentive Program (CIP) effective October 1, 2006, discussed in greater detail under “Results of Operations,” that protects our net income from reductions in gas used by our residential, commercial, and small industrial customers.  In addition, in February 2013, the BPU issued an Order approving the Accelerated Infrastructure Replacement Program (AIRP), a $141.2 million program to replace cast iron and unprotected bare steel mains and services over a four-year period, with annual investments of approximately $35.3 million. The Company earns a return on AIRP investments until they are included in rate base in future base rate proceedings. The BPU also issued an Order in August 2014 approving the Storm Hardening and Reliability Program (SHARP), a $103.5 million program to replace low-pressure distribution mains and services with high-pressure mains and services on the barrier islands over a three-year period, with annual investments of approximately $34.5 million.  The Company earns a return on SHARP investments until they are included in rate base through annual rate adjustments.

Weather Conditions and Customer Usage Patterns - Usage patterns can be affected by a number of factors, such as wind, precipitation, temperature extremes and customer conservation. Our earnings are largely protected from fluctuations in temperatures by the CIP. The CIP has a stabilizing effect on earnings as we adjust revenues when actual usage per customer experienced during an annual period varies from an established baseline usage per customer.

Changes in Natural Gas Prices -   Gas costs are passed on directly to customers without any profit margin added. For the vast majority of our customers, the price for natural gas is set annually, with a regulatory mechanism in place to make limited adjustments to that price during the course of a year. In the event that gas cost increases would justify customer price increases greater than those permitted under the regulatory mechanism, we can petition the BPU for an incremental rate increase. High prices can make it more difficult for our customers to pay their bills and may result in elevated levels of bad-debt expense.

Changes in Interest Rates - We have operated in a relatively low interest rate environment over the past several years. Rising interest rates would raise the expense associated with all issuances of new debt. We have sought to mitigate the impact of a potential rising rate environment by directly issuing fixed-rate debt, or by entering into derivative transactions to hedge against rising interest rates.

Labor and Benefit Costs - Labor and benefit costs have a significant impact on our profitability. Benefit costs, especially those related to pension and health care, have risen in recent years. We seek to manage these costs by revising health care plans offered to existing employees, capping postretirement health care benefits, and changing health care and pension packages offered to new hires.  We expect savings from these changes to gradually increase as new hires replace retiring employees.

Balance Sheet Strength - Our goal is to maintain a strong balance sheet with an average annual equity-to-capitalization ratio of 46% to 50%. Our equity-to-capitalization ratio, inclusive of short-term debt, was 51% and 53% at the end of 2014 and 2013, respectively. A strong balance sheet assists us in maintaining the financial flexibility necessary to address volatile economic and commodity markets while maintaining a low-risk platform.


13


Critical Accounting Policies - Estimates and Assumptions - As described in the notes to our financial statements, management must make estimates and assumptions that affect the amounts reported in the financial statements and related disclosures. Actual results could differ from those estimates. Five types of transactions presented in our 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, and revenue recognition.

Regulatory Accounting- We maintain our accounts according to the Uniform System of Accounts as prescribed by the BPU. As a result of the ratemaking process, we are required to follow Financial Accounting Standards Board (FASB) ASC Topic 980 – “Regulated Operations.”  We are required under Topic 980 to recognize the impact of regulatory decisions on our financial statements. We are required under our Basic Gas Supply Service (BGSS) clause to forecast our natural gas costs and customer consumption in setting our rates. Subject to BPU approval, we are able to recover or return the difference between gas cost recoveries and the actual costs of gas through a BGSS charge to customers. We record any over/under recoveries as a regulatory asset or liability on the balance sheets and reflect it in the BGSS charge to customers in subsequent years. We also enter into derivatives that are used to hedge natural gas purchases. The offset of the resulting derivative assets or liabilities is also recorded as a regulatory asset or liability on the balance sheets. See additional detailed discussions on Rates and Regulatory Actions in Note 3 to the financial statements.

Derivatives - We recognize assets or liabilities for contracts that qualify as derivatives when such contracts are executed. We record contracts at their fair value in accordance with FASB ASC Topic 815 – “Derivatives and Hedging.” We record changes in the fair value of the effective portion of derivatives qualifying as cash flow hedges, net of tax, in Accumulated Other Comprehensive Loss and recognize such changes in the income statement when the hedged item affects earnings. Changes in the fair value of derivatives not designated as hedges are recorded in earnings in the current period. Currently, we do not designate energy-related derivative instruments as cash flow hedges. Certain derivatives that result in the physical delivery of the commodity may meet the criteria to be accounted for as normal purchases and normal sales, if so designated, in which case the contract is not marked-to-market, but rather is accounted for when the commodity is delivered. Due to the application of regulatory accounting principles under Generally Accepted Accounting Principles (United States), derivatives related to gas purchases that are marked-to-market are recorded through our BGSS.  We periodically enter into financial derivatives to hedge against forward price risk. These derivatives are recorded at fair value with an offset to regulatory assets and liabilities through our BGSS, subject to BPU approval (See Notes 3 and 4 to the financial statements). We adjust the fair value of the contracts each reporting period for changes in the market.

As discussed in Notes 13 and 14 of the financial statements, energy-related derivative instruments 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 established by FASB ASC Topic 820 – “Fair Value Measurements and Disclosures.” Certain non-exchange-based contracts are valued using indicative non-binding price quotations available through brokers or from 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. 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.  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.  Counterparty credit risk, and the credit risk of SJG, is incorporated and considered in the valuation of all derivative instruments as appropriate. The effect of counterparty credit risk and the credit risk of SJG on the derivative valuations is not significant.

Environmental Remediation Costs - We estimate a range of future costs based on projected investigation and work plans using existing technologies.  In preparing financial statements, we record liabilities for future costs using the lower end of the range because a single reliable estimation point is not feasible due to the amount of uncertainty involved in the nature of projected remediation efforts and the long period over which remediation efforts will continue. We update estimates each year to take into account past efforts, changes in work plans, remediation technologies, government regulations and site specific requirements (See Note 12 to the financial statements).


14


Pension and Other Postretirement Benefit Costs - The costs of providing pension and other postretirement employee benefits are impacted by actual plan experience as well as assumptions of future experience. Employee demographics, plan contributions, investment performance, and assumptions concerning mortality, return on plan assets, discount rates and health care cost trends all have a significant impact on determining our projected benefit obligations. We evaluate these assumptions annually and adjust them accordingly. These adjustments could result in significant changes to the net periodic benefit costs of providing such benefits and the related liabilities recognized by us.

Discount rates declined in 2012 and were the primary cost drivers used in determining plan costs in 2013. However, improvements in the equity markets during 2012 and a $ 9.1 million pension plan contribution in January 2013, significantly offset the negative impact of declining discount rates. As such, the resulting financial impact on the Company was not significant in 2013. During 2013, discount rates increased and equity markets continued to outperform management's expectations. As a result, the Company experienced a $4.8 million decrease in the cost of providing such benefits in 2014. During 2014, discount rates fell back to the low point experienced in 2012. This decrease in discount rates, coupled with lower than expected returns on plan assets and the impact of new mortality tables released by the Society of Actuaries in late 2014, result in an expected $5.2 million increase in the cost of providing such benefits in 2015. Management took measures to mitigate this increase by contributing an aggregate of $14.5 million to its pension and postretirement healthcare plans in January 2015. These contributions are expected to earn $1.0 million, resulting in an estimated net increase in retirement benefit costs of $4.2 million in 2015. Additional information regarding investment returns and assumptions can be found in Pension and Other Postretirement Benefits in Note 11 to the financial statements.

Revenue Recognition - Gas revenues are recognized in the period the commodity is delivered to customers. We bill customers monthly at rates approved by the BPU. A majority of our customers have their meters read on a cycle basis throughout the month. As a result, recognized revenues include estimates. For customers that are not billed at the end of each month, we record an estimate to recognize unbilled revenues for gas delivered from the date of the last meter reading to the end of the month. Our unbilled revenue is estimated each month based on natural gas delivered monthly into the system; unaccounted for natural gas based on historical results; customer-specific use factors, when available; actual temperatures during the period; and applicable customer rates.

The BPU allows us to recover gas costs in rates through the BGSS price structure. We defer over/under recoveries of gas costs and include them in subsequent adjustments to the BGSS rate. These adjustments result in over/under recoveries of gas costs being included in rates during future periods. As a result of these deferrals, utility revenue recognition does not directly translate to profitability. While we realize profits on gas sales during the month of providing the utility service, significant shifts in revenue recognition may result from the various recovery clauses approved by the BPU. This revenue recognition process does not shift earnings between periods, as these clauses only provide for cost recovery on a dollar-for-dollar basis (See Notes 3 and 4 to the financial statements).

SJG filed a petition in March 2013 to extend the Conservation Incentive Program (CIP) program and, in May 2014, the BPU approved the continuation of the CIP, with certain modifications.  Each CIP year begins October 1 and ends September 30 of the subsequent year.  On a monthly basis during a CIP year, we record adjustments to earnings based on weather and customer usage factors, as incurred.  Subsequent to each year, we make filings with the BPU to review and approve amounts recorded under the CIP.  BPU-approved cash inflows or outflows generally will not begin until the next CIP year and have no impact on earnings at that time.

New Accounting Pronouncements - See detailed discussions concerning New Accounting Pronouncements and their impact in Note 1 to the financial statements.

Rates and Regulation - As a public utility, we are subject to regulation by BPU. Additionally, the Natural Gas Policy Act, which was enacted in November 1978, contains provisions for Federal regulation of certain aspects of our business. We are affected by Federal regulation with respect to transportation and pricing policies applicable to pipeline capacity from Transcontinental Gas Pipeline Corporation (our major supplier), Columbia Gas Transmission Corporation and Dominion Transmission, Inc., since such services are provided under rates and terms established under the jurisdiction of the FERC. Our retail sales are made under rate schedules within a tariff filed with, and subject to the jurisdiction of, the BPU. These rate schedules provide primarily for either block rates or demand/commodity rate structures. Our primary rate mechanisms include base rates, the Basic Gas Supply Service Clause, Accelerated Infrastructure Programs (AIRP and SHARP), Energy Efficiency Tracker and the Conservation Incentive Program.


15


In September 2010, the BPU granted SJG a base rate increase of $42.1 million, which was predicated, in part, upon an 8.21% rate of return on rate base that included a 10.3% return on common equity.  The $42.1 million included $16.6 million of revenue previously recovered through the CIP and $6.8 million of revenues previously recovered through the Capital Investment Recovery Tracker (CIRT), resulting in incremental revenue of $18.7 million.  SJG was permitted to recover regulatory assets contained in its petition and is allowed to defer certain federally mandated pipeline integrity management program costs for recovery in its next base rate case.  In addition, annual depreciation expense was reduced by $1.2 million as a result of the amortization of excess cost of removal recoveries.  The BPU also authorized a Phase II of the base rate proceeding to address the recovery of investment in CIRT not rolled into rate base in this case.

In November 2013, SJG filed a base rate case with the BPU to increase base rates to obtain a certain level of return on capital investments. In September 2014, the BPU granted SJG a base rate increase of $20 million, which was predicated, in part, upon a 7.10% rate of return on rate base that included a 9.75% return on common equity.  The $20 million includes approximately $7.5 million of revenue associated with previously approved Accelerated Infrastructure Replacement Program (AIRP) investments that were rolled into base rates. SJG was also permitted to recover certain regulatory assets and to reduce its composite depreciation rate from 2.4% to 2.1% These changes became effective on October 1, 2014.

In April 2009, the BPU approved the Capital Investment Recovery Tracker (CIRT), an accelerated infrastructure investment program and an associated rate tracker, which allowed SJG to accelerate $103.0 million of capital spending into 2009 and 2010.  As stated above, the BPU authorized a Phase II of its rate case proceeding to address the recovery of investments in CIRT not rolled into rate base in its September 2010 rate case settlement. The CIRT allows SJG to earn a return of, and return on, investment as the capital is spent. In March 2011, the BPU approved an extension of the Capital Investment Recovery Tracker (CIRT II) allowing SJG to accelerate $60.3 million of capital spending into 2011 and 2012. In May 2012, the BPU approved a modification and extension of CIRT II (CIRT III) allowing SJG to accelerate an incremental $35.0 million of capital spending through December 2012. Under CIRT II and CIRT III, the Company capitalizes a return on investments until they are recovered in rate base as utility plant in service. A proceeding took place in 2013 to roll into base rates the remaining $22.5 million of CIRT I project costs that were not included in the 2010 proceeding, as well as CIRT II and III investments totaling $95 million that were made subsequent to the 2010 base rate case. These costs were rolled into rate base and reflected in base rates effective October 2013.

The Conservation Incentive Program (CIP) is a BPU-approved program that is designed to eliminate the link between our profits and the quantity of natural gas we sell, and to foster conservation efforts. With the CIP, our profits are tied to the number of customers we serve and how efficiently we serve them, thus allowing us to focus on encouraging conservation and energy efficiency among our customers without negatively impacting our net income.  The CIP tracking mechanism adjusts earnings based on weather, and also adjusts our earnings when actual usage per customer experienced during an annual period varies from an established baseline usage per customer.  In January 2010, the BPU approved an extension of the CIP through September 2013, with an automatic one year extension through September 2014 if a request for an extension was filed by March 2013. A petition was filed in March 2013 to extend the CIP program and, in May 2014, the BPU approved the continuation of the CIP, with certain modifications.

Utility earnings are recognized during current periods based upon the application of the CIP. The cash impact of variations in customer usage will result in cash being collected from, or returned to, customers during the subsequent CIP year, which runs from October 1 to September 30.

The effects of the CIP on our net income for the last three years and the associated weather comparisons were as follows ($’s in millions):
 
2014
 
2013
 
2012
Net Income Benefit:
 
 
 
 
 
CIP – Weather Related
(4.7
)
 
(0.3
)
 
9.4

CIP – Usage Related
2.0

 
3.4

 
5.8

Total Net Income Benefit
$
(2.7
)
 
$
3.1

 
$
15.2

 
 
 
 
 
 
Weather Compared to 20-Year Average
7.5% colder

 
0.6% colder

 
17.7% warmer

Weather Compared to Prior Year
4.6% colder

 
20.6% colder

 
8.6% warmer



16


As part of the CIP, we are required to implement additional conservation programs, including customized customer communication and outreach efforts, targeted upgrade furnace efficiency packages, financing offers, and an outreach program to speak to local and state institutional constituents. We are also required to reduce gas supply and storage assets and their associated fees. Note that changes in fees associated with supply and storage assets have no effect on our net income as these costs are passed through directly to customers on a dollar-for-dollar basis.

Earnings accrued and payments received under the CIP are limited to a level that will not cause our return on equity to exceed 9.75% (excluding earnings from off-system gas sales and certain other tariff clauses) and the annualized savings attained from reducing gas supply and storage assets.

See additional detailed discussions on Rates and Regulatory Actions in Note 3 to the financial statements.

Environmental Remediation - See detailed discussion concerning Environment Remediation in Note 12 to the financial statements.

Competition - Our franchises are non-exclusive. Currently, no other utility provides retail gas distribution services within our territory. We do not expect any other utilities to do so in the foreseeable future because of the extensive investment required for utility plant and related costs. We compete with oil, propane and electricity suppliers for residential, commercial and industrial users, with alternative fuel source providers (wind, solar and fuel cells) based upon price, convenience and environmental factors, and with other marketers/brokers in the selling of wholesale natural gas services. The market for natural gas commodity sales is subject to competition due to deregulation. We enhanced our competitive position while maintaining margins by using an unbundled tariff. This tariff allows full cost-of-service recovery when transporting gas for our customers. Under this tariff, we profit from transporting, rather than selling, the commodity. Our residential, commercial and industrial customers can choose their supplier, while we recover the cost of service through transportation service (see Customer Choice Legislation below).

Customer Choice Legislation - All residential natural gas customers in New Jersey can choose their natural gas commodity supplier under the terms of the “Electric Discount and Energy Competition Act of 1999.” This bill created the framework and necessary time schedules for the restructuring of the state’s electric and natural gas utilities. The Act established unbundling, where redesigned utility rate structures allow natural gas and electric consumers to choose their energy supplier. It also established time frames for instituting competitive services for customer account functions and for determining whether basic gas supply services should become competitive. Customers purchasing natural gas from a provider other than the local utility (marketer) are charged for the gas costs by the marketer and charged for the transportation costs by the utility.  The number of customers purchasing their natural gas from marketers averaged 41,837, 46,872, and 39,398 during 2014, 2013 and 2012, respectively.  



17


RESULTS OF OPERATIONS

The following table summarizes the composition of selected gas utility data for the three years ended December 31 (in thousands, except for customer and degree day data):
 
2014
 
2013
 
2012
Utility Throughput – dth:
 
 
 
 
 
 
 
 
 
 
 
Firm Sales -
 
 
 
 
 
 
 
 
 
 
 
Residential
24,508

 
18
 %
 
22,070

 
20
%
 
18,586

 
14
%
Commercial
5,530

 
4
 %
 
5,408

 
5
%
 
4,733

 
4
%
Industrial
283

 

 
292

 

 
258

 
1
%
Cogeneration and electric generation
1,035

 
1
 %
 
1,562

 
1
%
 
1,598

 
1
%
Firm Transportation -
 
 

 
 
 
 
 
 
 
 
Residential
3,291

 
2
 %
 
3,319

 
3
%
 
2,335

 
2
%
Commercial
7,103

 
5
 %
 
6,780

 
6
%
 
5,587

 
4
%
Industrial
13,168

 
10
 %
 
13,051

 
12
%
 
12,892

 
10
%
Cogeneration and electric generation
10,307

 
7
 %
 
7,977

 
7
%
 
9,816

 
8
%
Total Firm Throughput
65,225

 
47
 %
 
60,459

 
54
%
 
55,805

 
44
%
Interruptible Sales

 

 
14

 

 
2

 

Interruptible Transportation
1,401

 
1
 %
 
1,452

 
1
%
 
1,361

 
1
%
Off-System
9,411

 
7
 %
 
9,685

 
9
%
 
8,318

 
6
%
Capacity Release
62,193

 
45
 %
 
40,088

 
36
%
 
63,998

 
49
%
Total Utility Throughput
138,230

 
100
 %
 
111,698

 
100
%
 
129,484

 
100
%
Utility Operating Revenues:
 

 
 

 
 

 
 

 
 

 
 

Firm Sales-
 

 
 

 
 

 
 

 
 

 
 

Residential
$
279,797

 
56
 %
 
$
246,227

 
56
%
 
$
248,547

 
59
%
Commercial
63,584

 
13
 %
 
57,126

 
13
%
 
53,726

 
13
%
Industrial
4,070

 
1
 %
 
3,485

 
1
%
 
2,872

 

Cogeneration and electric generation
6,037

 
1
 %
 
8,144

 
2
%
 
6,562

 
2
%
Firm Transportation -
 

 
 

 
 

 
 

 
 

 
 

Residential
20,648

 
4
 %
 
21,392

 
5
%
 
16,388

 
4
%
Commercial
30,850

 
6
 %
 
28,165

 
6
%
 
24,217

 
6
%
Industrial
25,737

 
5
 %
 
23,551

 
5
%
 
21,637

 
5
%
Cogeneration and electric generation
9,531

 
2
 %
 
6,982

 
2
%
 
7,555

 
2
%
Total Firm Revenues
440,254

 
88
 %
 
395,072

 
90
%
 
381,504

 
91
%
Interruptible Sales
15

 

 
342

 

 
52

 

Interruptible Transportation
1,694

 

 
1,827

 

 
1,546

 

Off-System
52,809

 
11
 %
 
41,488

 
9
%
 
30,249

 
7
%
Capacity Release
5,835

 
1
 %
 
6,384

 
1
%
 
7,322

 
2
%
Other
1,268

 

 
1,367

 

 
1,201

 

Total Utility Operating Revenues
501,875

 
100
 %
 
446,480

 
100
%
 
421,874

 
100
%
Less:
 

 
 

 
 

 
 

 
 

 
 

Cost of sales
231,216

 
 

 
200,081

 
 

 
188,710

 
 

Conservation recoveries *
24,836

 
 

 
15,909

 
 

 
9,019

 
 

RAC recoveries *
8,255

 
 

 
8,137

 
 

 
7,824

 
 

EET Recoveries *
4,169

 
 

 
4,509

 
 

 
3,350

 
 

Revenue taxes
1,141

 
 

 
5,247

 
 

 
5,974

 
 

Utility Margin **
$
232,258

 
 

 
$
212,597

 
 

 
$
206,997

 
 

 
 
 
 
 
 
 
 
 
 
 
 

18


 
 
 
 
 
 
 
 
 
 
 
 
Utility Margin:
 

 
 

 
 

 
 

 
 

 
 

Residential
$
159,780

 
69
 %
 
$
138,136

 
65
%
 
$
118,015

 
57
%
Commercial and industrial
65,492

 
29
 %
 
57,495

 
27
%
 
51,048

 
25
%
Cogeneration and electric generation
5,343

 
2
 %
 
5,022

 
2
%
 
5,062

 
2
%
Interruptible
81

 

 
114

 

 
83

 

Off-system & capacity release
3,023

 
1
 %
 
2,070

 
1
%
 
2,044

 
1
%
Other revenues
2,131

 
1
 %
 
1,752

 
1
%
 
1,602

 
1
%
Margin before incentive mechanisms
235,850

 
102
 %
 
204,589

 
96
%
 
177,854

 
86
%
CIRT mechanism

 
 %
 
2,204

 
1
%
 
3,031

 
2
%
CIP mechanism
(4,529
)
 
(2
)%
 
5,310

 
3
%
 
25,672

 
12
%
EET mechanism
937

 

 
494

 

 
440

 

Utility Margin **
$
232,258

 
100
 %
 
$
212,597

 
100
%
 
$
206,997

 
100
%
Number of Customers at Year End:
 

 
 

 
 

 
 

 
 

 
 

Residential
342,155

 
93
 %
 
337,936

 
93
%
 
333,347

 
93
%
Commercial
24,253

 
7
 %
 
23,873

 
7
%
 
23,506

 
7
%
Industrial
446

 

 
447

 

 
453

 

Total Customers
366,854

 
100
 %
 
362,256

 
100
%
 
357,306

 
100
%
Annual Degree-Days***
4,872

 
 

 
4,658

 
 

 
3,862

 
 


* Represents expenses for which there is a corresponding credit in operating revenues. Therefore, such recoveries have no impact on our financial results.
** Utility Margin is further defined under the caption "Margin (pre-tax)" below.
*** Each day, each degree of average daily temperature below 65 degrees Fahrenheit is counted as one heating degree-day. Annual degree-days is the sum of the daily totals.

Throughput - Total gas throughput increased 26.5 million decatherms (MMdts), or 23.8%, from 2013 to 2014 primarily due to higher capacity release. Capacity release increased 22.1 MMdts as a result of the expiration of an Asset Management Agreement (AMA) that was in effect during 2013. Volumes released under AMA's are not included in the throughput table above. The capacity previously committed under the expired AMA was available to be released during 2014. While capacity release can create significant volatility in throughput, it has little impact on revenue and margin generated from such activity. Firm throughput increased 4.8 MMdts, or 7.9%, during 2014 as a result of weather that was 4.6% colder than the previous year and the addition of 4,598 customers during 2014, representing 1.3% customer growth. In addition, supply disruptions at a cogeneration facility in our territory during 2014 created opportunity for SJG. That customer was being supplied directly by an interstate pipeline. However, with the disruption, SJG has been transporting a significant volume of commodity to this cogeneration facility to meet its needs. Partially offsetting these increases was a 0.5 MMdts reduction in electric generation firm sales to a regional electric generation customer. This resulted from lower weather-driven demand for electric generation during the 2014 summer season as weather was not as hot as in the previous summer.

Total gas throughput decreased 17.8 MMdts, or 13.7%, from 2012 to 2013 primarily due to lower throughput in the Capacity Release market which decreased 23.9 MMdts. SJG was releasing capacity in smaller segments ("segmenting") in 2012 and 2011 based on the demand in the market at that time. While segmenting has little impact on revenue and margin generated from such activity, it does increase throughput significantly. Due to colder weather experienced in the region in 2013, SJG also experienced increased demand from its firm customers, thereby creating fewer opportunities for Capacity Release during the winter months. Firm throughput increased 4.7 MMdts, or 8.3%, in 2013. This is most apparent in the heat sensitive residential and commercial markets whose throughput increased as a result of weather that was 20.6% colder in 2013, as compared with 2012. Also contributing to higher throughput was the addition of 4,950 customers during 2013, representing 1.4% customer growth.


19


Operating Revenues – Revenues increased $55.4 million, or 12.4%, during 2014 compared with 2013, due to higher firm sales and Off-System Sales (OSS). Total firm revenue increased $45.2 million, or 11.4%, in 2014 as a result of 4.6% colder weather and 4,598 additional customers compared with 2013, as previously discussed under "Throughput." While colder weather increased firm sales revenue, the revenue increase has little impact on Company profitability under the operation of the Conservation Incentive Program, as discussed below under the captions "Conservation Incentive Program (CIP)" and "Margin (pre-tax)." As further discussed under "Margin (pre-tax)", the roll in of certain capital investments into base rates effective October 1, 2013, increased revenue by approximately $10.4 million during 2014. Effective October 1, 2014, the Company also had a base rate increase and a 22.1% increase in its periodic BGSS rate, as discussed in Note 3 and 4 to the Financial Statements. The impact of the these rate increases on revenue was $7.1 million and $4.9 million, respectively.

Higher OSS unit prices resulted in a $11.3 million, or 27.3%, increase in OSS revenues during 2014, compared with 2013. Colder weather led to greater demand during the first quarter of 2014, allowing the Company to increase revenue from such sales. However, the impact of changes in OSS activity does not have a material impact on the earnings of SJG, as the Company is required to return 85% of the profits of such activity to its ratepayers. Earnings from OSS can be seen in the "Margin" table above.

Revenues increased $24.6 million, or 5.8%, during 2013 compared with 2012 due to higher firm sales and OSS . Total firm revenue increased $13.6 million, or 3.6%, in 2013 as a result of 20.6% colder weather and 4,950 additional customers compared with 2012, as previously discussed under "Throughput." While these factors increased firm sales volumes significantly, associated revenue did not increase proportionately as a result of lower gas costs being passed through to those customers. In October 2012, SJG reduced its periodic BGSS rate by 18% and also gave a refund of $9.4 million to its periodic BGSS customers in January 2013. 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 Company profitability, as further discussed below under the caption "Margin".

Higher OSS volume and unit prices resulted in an $11.2 million, or 37.2%, increase in revenues from 2012 to 2013. Colder weather led to greater demand and advantageous pricing spreads in the latter part of 2013, allowing the Company to increase revenue from such sales. However, as previously stated, the impact of changes in OSS activity does not have a material impact on the earnings of SJG.

Margin (pre-tax) - Our margin is defined as natural gas revenues less natural gas costs; volumetric and revenue based energy taxes; and regulatory rider expenses. We believe that margin provides a more meaningful basis for evaluating utility operations than revenues since natural gas costs, energy taxes and regulatory rider expenses are passed through to customers, and therefore, have no effect on our profitability. Natural gas costs are charged to operating expenses on the basis of therm sales at the prices approved by the BPU through our BGSS tariff.

Total Margin in 2014 increased $19.7 million, or 9.2%, from 2013 primarily due to the settlement of the base rate case effective October 1, 2014, CIRT investments that rolled into base rates effective October 1, 2013 and customer additions. The base rate case settlement contributed approximately $7.1 million in additional margin during the fourth quarter of 2014. The CIRT investments rolling into base rates effective October 1, 2013 contributed approximately $10.4 million in incremental margin through September 2014. In addition, SJG added 4,598 net customers over the twelve-month period ended December 31, 2014.

The CIP tracking mechanism adjusts earnings when actual usage per customer experienced during the period varies from an established baseline usage per customer. As reflected in the margin table and the CIP table above, the CIP mechanism reduced margin by $4.5 million, or $2.7 million after taxes, during 2014, primarily due to weather that was colder than normal. The CIP protected $5.3 million, or $3.1 million after taxes, of margin during the same period in 2013 that would have been lost due to lower customer usage.

Total margin in 2013 increased $5.6 million, or 2.7%, from 2012 primarily due to customer additions. SJG added 4,950 net customers during 2013 representing growth of 1.4% over the prior year.

The CIP protected $5.3 million of pre-tax margin in 2013 that would have been lost due to lower customer usage, compared to $25.7 million in 2012.  Of these amounts, $(0.5) million and $15.8 million were related to weather variations and $5.8 million and $9.9 million were related to other customer usage variations in 2013 and 2012, respectively.


20


Operating Expenses - A summary of changes in other operating expenses (in thousands):

 
2014 vs. 2013
 
2013 vs. 2012
Operations
$
16,623

 
$
7,380

Maintenance
$
322

 
$
(480
)
Depreciation
$
3,549

 
$
2,713

Energy and Other Taxes
$
(4,102
)
 
$
(438
)

Operations – Operations expense increased $16.6 million during 2014, as compared with 2013. The increase is primarily comprised of the following:

Expense associated with the New Jersey Clean Energy Program and Energy Efficiency Programs experienced a net increase of $8.6 million in 2014, as compared to 2013. Such costs are recovered on a dollar-for-dollar basis; therefore, SJG experienced an offsetting increase in revenues during 2014.

Expenses associated with write-offs of uncollectible customer accounts receivable increased $3.6 million in 2014, as compared with 2013. The increase in write-offs results from an increase in the aging of receivables.

SJG also increased its reserve for uncollectible accounts, resulting in $1.3 million of additional expense in 2014, as compared to 2013. Changes in the uncollectible reserve are the result of fluctuations in levels of customer accounts receivables balances. Accounts receivable was higher as of December 31, 2014 due to higher customer billing rates, as approved by the BPU effective October 1, 2014, in addition to customer growth.

Distribution operations expense increased $1.0 million in 2014, compared with 2013, as a result of extremely harsh weather conditions, primarily in the first quarter of 2014 when the region was hit by a polar vortex and near record snowfall.

Customer accounting expense increased $1.3 million in 2014, compared with 2013, due to the need for additional resources to allow for testing, training and other transition costs associated with implementing a new customer service system.

Operations expense increased $7.4 million during 2013, as compared to 2012. The increase is primarily comprised of the following:

Expenses associated with the New Jersey Clean Energy Program and Energy Efficiency Programs increased $8.0 million in 2013, compared with 2012. Such costs are recovered on a dollar-for-dollar basis; therefore, SJG experienced an offsetting increase in revenues during 2013.

Distribution operations expenses increased $1.1 million in 2013, compared with 2012, as a result of colder weather and inclement condition during the year.

These were partially offset by a $0.8 million decrease in the amortization of previously deferred regulatory expenses. Recovery of these costs was approved in the Company's September 2010 rate case settlement. As of late 2012, these costs were fully amortized.

   
Maintenance – Maintenance expense increased $0.3 million during 2014, compared with 2013, primarily due to the amortization of previously deferred costs that were approved for recovery in the Company's September 2014 rate case settlement. See Notes 3 and 4 to the financial statements.

Maintenance expense decreased $0.5 million during 2013, compared with 2012, as cost amortizations previously approved in the Company's September 2010 rate case settlement ceased. Such amortizations totaled $1.0 million in 2012; however, as of late 2012 these costs were fully amortized. This reduction in expense was partially offset by an increase in Remediation Adjustment Clause (RAC) expense amortization. As discussed in Notes 3 and 4 to the financial statements, RAC costs are recovered from ratepayers; therefore, SJG experienced an offsetting change in revenue during the year.


21


Depreciation - Depreciation expense increased $3.5 million and $2.7 million in 2014 and 2013, respectively, due mainly to our continuing investment in utility plant. SJG’s investment in utility plant during 2014, 2013 and 2012 was $200.0 million, $161.5 million and $156.0 million, respectively.  The increased spending in recent years was a direct result of New Jersey's stimulus and infrastructure improvement efforts, which included the approval of SJG’s Capital Investment Recovery Tracker, Accelerated Infrastructure Replacement Program and Storm Hardening and Reliability Program, as discussed under “Rates and Regulation.”

Energy and Other Taxes – Energy and Other Taxes decreased $4.1 million and $0.4 million in 2014 and 2013, respectively. The 2014 reduction was due to the elimination of the Company's primary energy tax, the Transitional Energy Facilities Assessment (TEFA), effective January 1, 2014.  As this tax was passed through to customers, this decrease in expense had no impact on the financial results of the Company. TEFA rates were lower in 2013 than 2012 as the TEFA was phasing out. However, higher taxable firm throughput resulted from 20.6% colder weather, as compared to 2012, and partially offset the impact of lower rates.

Other Income and Expense - Other income and expense was higher in 2014 and 2013, when compared with 2012, primarily due to gains on the sale of certain available-for-sale securities during 2014 and 2013 in the amount of $0.9 million and $0.8 million, respectively. No such gain occurred in 2012. Also adding to Other Income in 2014 was a higher allowance for equity funds used during construction as the Company made significant investment in new technology systems, as well as increasing investment in its natural gas distribution system.
    
Interest Charges – Interest charges increased $5.3 million in 2014, compared with 2013. This was primarily related to an incremental $68.0 million of higher-priced, long-term debt outstanding. In addition, capital investments under the Company's CIRT were permitted by the BPU to accrue interest on construction, which reduces interest expense, until such time they were rolled into base rates. With the roll in of the CIRT investment effective October 1, 2013, the resulting reduction of interest expense from this major program ceased.

Changes in interest charges in 2013, when compared with 2012, were not significant.

Income Taxes – Income tax expense generally fluctuates as income before taxes changes. In 2014, SJG benefited from a $3.1 million State tax apportionment adjustment that lowered the Company's effective New Jersey Corporate Business Tax rate.
    

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; 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 from Operating Activities - Cash generated from operating activities constitutes our primary source of liquidity and varies from year-to-year 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 recoveries provided through our various rate mechanisms. Net cash provided by operating activities was $103.5 million in 2014, $148.8 million in 2013 and $93.4 million in 2012.

Net cash provided by operations declined in 2014 as compared with 2013 due to higher working capital requirements primarily as a result of higher gas costs which resulted from the extremely cold weather during the first three months of 2014. A portion of these higher gas costs was deferred and will be collected in future periods under the BGSS. These higher working capital needs were partially offset as SJG did not make a pension contribution during the first quarter of 2014, as compared to a contribution of $9.1 million for the first quarter of 2013. No contribution was required in 2014 due to an increase in the discount rate used to calculate the future liability and greater than expected asset performance, which significantly improved the pension plans' funding status. 

Net cash provided by operations improved in 2013 as compared with 2012 primarily as a result of $26 million higher collections under regulatory clauses during 2013 that were under-recovered as a result of warmer-than-normal weather in 2012. Lower pension contributions also improved cash flows for 2013 by approximately $11 million as discussed in Note 11 to the financial statements.  The Company strives to keep its pension plans fully funded.  When factors such as lesser than expected asset performance and/or declining discount rates negatively impact the funding status of the plans, the Company increases its contributions to supplant that funding shortfall.  While discount rates continued to decline, greater than expected asset performance during 2012 added significantly to improving the pension plan's funding status, which resulted in a decrease in the pension contribution during 2013. The Company contributed $9.1 million and $19.8 million to its pension plan in January 2013 and 2012, respectively.

22



Cash Flows from Investing Activities - We have a continuing need for cash resources for capital purchases, primarily to invest in new and replacement facilities and equipment. Cash used for capital expenditures was $200.0 million, $161.5 million and $156.0 million in 2014, 2013 and 2012, respectively, primarily due to infrastructure improvements that continue to support SJG’s growth.  The increased capital expenditures during the past three years were the direct result of the Company’s CIRT and AIRP programs which began in 2009.  See additional details under “Rates and Regulation.”

For capital expenditures, including those under the CIRT and AIRP, SJG expects to use short-term borrowings under both our commercial paper program and lines of credit from commercial banks to finance capital expenditures as incurred.  From time to time, the Company may refinance the short-term debt incurred to support capital expenditures with long-term debt.

Cash Flows from Financing Activities - We use short-term borrowings under both our commercial paper program and lines of credit from commercial banks to supplement cash from operations, to support working capital needs and to finance capital expenditures as incurred. From time to time, we refinance short-term debt incurred to finance capital expenditures with long-term debt. Debt is incurred primarily to expand and upgrade our gas transmission and distribution system and to support seasonal working capital needs related to inventories and customer receivables.  

In January 2014, SJG issued $30.0 million aggregate principal amount of 4.23% Medium Term Notes (MTN's) due January 2030. In June 2014, SJG entered into a $200.0 million multiple-draw term facility offered by a syndicate of banks, which expires in June 2017. SJG can draw under this facility through June, 2016 and this facility bears interest at a floating rate based on a variable base rate or LIBOR plus, in each case, a spread determined by SJG's credit ratings. As of December 31, 2014, SJG had borrowed an aggregate $59.0 million under this facility and the proceeds were used to pay down short-term debt.

In July 2014, SJG retired $11.0 million aggregate principal amount of 4.52% MTN's at maturity. In September 2014, SJG retired $10.0 million aggregate principal amount of 5.115% MTN's at maturity.

In the second quarter of 2014, SJG received equity infusions totalling $25.0 million from SJI. SJI also contributed an equity infusion of $25.0 million in 2013.

Credit facilities and available liquidity as of December 31, 2014 were as follows (in thousands):
 
Total Facility
 
Usage
 
Available Liquidity
 
Expiration Date
Commercial Paper/Revolving Credit Facility
$
200,000

 
$
101,400

 
$
98,600

 
May 2018
 
 
 
 
 
 
 
 
Uncommitted Bank Lines
10,000

 

 
10,000

 
August 2015
 
 
 
 
 
 
 
 
Total
$
210,000

 
$
101,400

 
$
108,600

 
 

The revolving credit facility contains one financial covenant limiting the ratio of indebtedness to total capitalization (as defined in the credit agreement) to not more than 0.65 to 1, measured at the end of each fiscal quarter.  SJG was in compliance with this covenant as of December 31, 2014.

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 will have fixed maturities which will vary by note, but may not exceed 270 days from the date of issue. Proceeds from the notes will be 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.

Average borrowings outstanding under these credit facilities during the twelve months ended December 31, 2014 and 2013 were $52.3 million and $91.4 million, respectively.  The maximum amount outstanding under these credit facilities during the twelve months ended December 31, 2014 and 2013 were $105.0 million and $121.9 million, respectively.

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 future liquidity needs.


23


SJG supplements its operating cash flow and credit lines with both debt and equity capital.  Over the years, the Company has used long-term debt, primarily in the form of First Mortgage Bonds and Medium Term Notes (MTN), secured by the same pool of utility assets, to finance our long-term borrowing needs.  These needs are primarily capital expenditures for property, plant and equipment.  In November 2013, SJG issued $50.0 million of 4.01% MTN's that will be due November 2030, and issued $30.0 million of 4.23% MTN's in January 2014 that will be due January 2030.

In October 2013, SJG filed a petition with the New Jersey Board of Public Utilities to issue up to $200.0 million of long term debt securities in various forms including MTN's and unsecured debt, with maturities of more than 12 months, over the next three years. This petition was approved in January 2014. There is no capacity remaining under this petition as it was fully utilized when the company entered into the $200.0 million multiple-draw term facility discussed above.

As of December 31, our capital structure was as follows:
 
2014
 
2013
Common Equity
51
%
 
53
%
Long-Term Debt
41
%
 
41
%
Short-Term Debt
8
%
 
6
%
 
 
 
 
Total
100
%
 
100
%



COMMITMENTS AND CONTINGENCIES:

SJG has a continuing need for cash resources and capital, primarily to invest in new and replacement facilities and equipment, working capital, and for environmental remediation costs. Cash outflows for capital expenditures for 2014 amounted to $200.0 million. Management estimates net cash outflows for construction projects for 2015, 2016 and 2017, to be approximately $233.7 million, $241.0 million and $176.9 million, respectively.  Costs for remediation projects for the year of 2014 amounted to $8.2 million, net of recoveries from ratepayers.  Total cash outflows for remediation projects are expected to be $25.4 million, $26.9 million and $25.2 million for 2015, 2016, and 2017, respectively, prior to recoveries from ratepayers.  As discussed in Notes 3 and 12 to the financial statements, environmental remediation costs are subject to recovery from ratepayers: however, recovery from insurance carriers has been exhausted as policy limits have been reached.

STANDBY LETTER OF CREDIT - SJG provided a $25.2 million letter of credit, under a separate credit facility from those it borrows under to provide liquidity support for the remarketing of variable-rate demand bonds issued through the NJEDA. The bonds were used to finance the expansion of SJG’s natural gas distribution system, as discussed in Note 7 to the financial statements. The replacement letter of credit expires in August 2015, and as a result, the related bonds are included in the current portion of long-term debt.

We have certain commitments for both pipeline capacity and gas supply for which we pay fees regardless of usage. Those commitments as of December 31, 2014, average $47.1 million annually and total $192.9 million over the contracts’ lives. Approximately 63% of the financial commitments under these contracts expire during the next five years. We expect to renew each of these contracts under renewal provisions as provided in each contract. We recover all prudently incurred fees through rates via the BGSS clause.

In 2011, while in its normal course of business, SJG entered into long-term contracts for natural gas supplies.  SJG committed to purchase a minimum of 6,250 dts/d and up to 25,000 dts/d of natural gas, from one supplier, for an original term of eight years at index-based prices. The obligation for this purchase has not been included in the Company's contractual obligations discussed below because the actual volumes and prices are not fixed.


24


The following table summarizes our contractual cash obligations and their applicable payment due dates as of December 31, 2014 (in thousands):
Contractual Cash Obligations
Total
 
Up to
1 Year
 
Years
2 & 3
 
Years
4 & 5
 
More than
5 Years
Principal Payments on Long-Term Debt
$
543,000

 
$
35,909

 
$
102,818

 
$
57,818

 
$
346,455

Interest on Long-Term Debt
222,514

 
22,004

 
41,209

 
34,917

 
124,384

Operating Leases
148

 
112

 
36

 

 

Construction Obligations
25,780

 
25,780

 

 

 

Commodity Supply Purchase Obligations
233,836

 
79,807

 
88,365

 
29,363

 
36,301

New Jersey Clean Energy Program
10,463

 
10,463

 

 

 

Other Purchase Obligations
1,319

 
1,319

 

 

 

 
 
 
 
 
 
 
 
 
 
Total Contractual Cash Obligations
$
1,037,060

 
$
175,394

 
$
232,428

 
$
122,098

 
$
507,140


Expected environmental remediation costs, asset retirement obligations and the liability for unrecognized tax benefits are not included in the table above as the total obligation cannot be calculated due to the subjective nature of these costs and timing of anticipated payments. SJG made contributions to its employee pension plans totaling $12.0 and $9.1 million in January 2015 and 2013, respectively.  However, future pension contributions beyond January 2015 cannot be determined at this time. Our regulatory obligation to contribute $3.6 million annually to our postretirement benefit plans’ trusts, as discussed in Note 11 to the financial statements, is also not included as its duration is indefinite.

Off-Balance Sheet Arrangements - We have no off-balance sheet financing arrangements.

Pending Litigation - SJG is subject to claims which arise in the ordinary course of business and other legal proceedings. We accrue liabilities related to these claims when we can reasonably estimate the amount or range of amounts of probable settlement costs or other charges for these claims.  The Company has accrued approximately $0.5 million related to all claims in the aggregate, as of both December 31, 2014 and 2013. Management does not believe that it is reasonably possible that there would be a material change in the Company's estimated liability in the near term and does not currently anticipate the disposition of any known claims to have a material effect on our financial position, results of operations or liquidity.


Item 7a. Quantitative and Qualitative Disclosures about Market Risks

MARKET RISKS:

Commodity Market Risks - We are involved in buying, selling, transporting and storing natural gas and are subject to market risk due to price fluctuations. To hedge against this risk, we enter into a variety of physical and financial transactions including forward contracts, futures and options agreements. To manage these transactions, we have a well-defined risk management policy approved by our 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.

We transact commodities on a physical and financial basis. South Jersey Resources Group, LLC (SJRG), an affiliate by common ownership, manages some of our risk by entering into the types of transactions noted above. As part of our gas purchasing strategy, we use financial contracts through SJRG and another counterparty to hedge against forward price risk. These contracts are recoverable through our BGSS, subject to BPU approval. The majority of our contracts are typically less than 12-months long.


25


The fair value and maturity of these energy trading and hedging contracts determined using mark-to-market accounting as of December 31, 2014 is as follows (in thousands):
Assets
 
 
 
 
 
 
Source of Fair Value
 
Maturity
< 1 Year
 
Maturity
1 - 3 Years
 
Total
Prices Actively Quoted (NYMEX)
 
$
2

 
$

 
$
2

 
 
 
 
 
 
 
Prices Provided by Other External Sources (Basis)
 
2,049

 

 
2,049

 
 
 
 
 
 
 
Total
 
$
2,051

 
$

 
$
2,051

Liabilities
 
 
 
 
 
 
 
 
Maturity
 
Maturity
 
 
Source of Fair Value
 
< 1 Year
 
1 - 3 Years
 
Total
Prices Actively Quoted (NYMEX)
 
$
6,213

 
$
1,041

 
$
7,254

 
 
 
 
 
 
 
Prices Provided by Other External Sources (Basis)
 
92

 
257

 
349

 
 
 
 
 
 
 
Total
 
$
6,305

 
$
1,298

 
$
7,603


NYMEX (New York Mercantile Exchange) is the primary national commodities exchange on which natural gas is traded. Basis represents the price of a NYMEX natural gas futures contract adjusted for the difference in price for delivering the gas at another location.  Contracted volumes of our NYMEX contracts are 8.3 MMdt with a weighted-average settlement price of $3.89 per dt.  Contracted volumes of our Basis contracts are (1.4) MMdt with a weighted average settlement price of $1.10 per dt.

A reconciliation of our estimated net fair value of energy-related derivatives follows (in thousands):

Net Derivatives — Energy Related Asset, January 1, 2014
$
741

Contracts Settled During the Twelve Months ended December 31, 2014, Net
(510
)
Other Changes in Fair Value from Continuing and New Contracts, Net
(5,783
)
Net Derivatives — Energy Related Liability, December 31, 2014
$
(5,552
)

The change in our derivative position from a $0.7 million asset at December 31, 2013 to a $5.6 million liability at December 31, 2014 is primarily due to the change in fair value of our financial positions. The average future price was $0.77/dt less than the average contract price as of December 31, 2014 compared with the average future price being $0.14/dt greater that the average contract price as of December 31, 2013.  

Interest Rate Risk - Our exposure to interest rate risk relates primarily to variable-rate borrowings. Variable-rate debt outstanding at December 31, 2014, was $160.4 million and averaged $83.2 million during 2014. A hypothetical 100 basis point (1%) increase in interest rates on our average variable-rate debt outstanding would result in a $0.5 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: 2014 - 32 b.p. increase; 2013 - 14 b.p. decrease; 2012 - 1 b.p. decrease; 2011 - 14 b.p. decrease; and 2010 – 5 b.p. increase. As of December 31, 2014, our average interest rate on variable-rate debt was 0.66%.

We 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 December 31, 2014, the interest costs on all but $59.0 million of our long-term debt was either at a fixed-rate or hedged via an interest rate derivative.  Consequently, interest expense on existing long-term debt is not significantly impacted by changes in market interest rates.


 


26


Item 8. Financial Statements and Supplementary Data


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of
South Jersey Gas Company
Folsom, New Jersey

We have audited the accompanying balance sheets of South Jersey Gas Company (the "Company") as of December 31, 2014 and 2013, and the related statements of income, comprehensive income, cash flows, and changes in common equity and comprehensive income for each of the three years in the period ended December 31, 2014.  Our audits also included the financial statement schedule listed in the Index at Item 15(a)2.  These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of South Jersey Gas Company as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 27, 2015


27


SOUTH JERSEY GAS COMPANY
STATEMENTS OF INCOME
(In Thousands)

 
Year Ended December 31,
 
2014
 
2013
 
2012
Operating Revenues
$
501,875

 
$
446,480

 
$
421,874

Operating Expenses:
 
 
 
 
 

Cost of Sales (Excluding depreciation)
231,216

 
200,081

 
188,710

Operations
102,428

 
85,805

 
78,425

Maintenance
13,457

 
13,135

 
13,615

Depreciation
37,324

 
33,775

 
31,062

Energy and Other Taxes
3,760

 
7,862

 
8,300

Total Operating Expenses
388,185

 
340,658


320,112

Operating Income
113,690

 
105,822


101,762

Other Income and Expense
5,560

 
3,797

 
2,617

Interest Charges
(17,872
)
 
(12,550
)
 
(12,427
)
Income Before Income Taxes
101,378

 
97,069


91,952

Income Taxes
(34,895
)
 
(34,833
)
 
(33,711
)
Net Income
$
66,483

 
$
62,236


$
58,241


The accompanying notes are an integral part of the financial statements.



28


SOUTH JERSEY GAS COMPANY
STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)

 
Year Ended December 31,
 
2014
 
2013
 
2012
Net Income
$
66,483

 
$
62,236

 
$
58,241

 
 
 
 
 
 
Other Comprehensive Income (Loss), Net of Tax:*
 
 
 
 
 
 
 
 
 
 
 
Postretirement Liability Adjustment
(3,165
)
 
2,286

 
(1,683
)
Unrealized (Loss) Gain on Available-for-Sale Securities
(472
)
 
103

 
500

Unrealized Gain on Derivatives - Other
27

 
27

 
27

 
 
 
 
 
 
Other Comprehensive (Loss) Income- Net of Tax*
(3,610
)
 
2,416

 
(1,156
)
 
 
 
 
 
 
Comprehensive Income
$
62,873

 
$
64,652

 
$
57,085


* Determined using a combined statutory tax rate of 40% in 2014 and 41% in 2013 and 2012.


The accompanying notes are an integral part of the financial statements.


29


SOUTH JERSEY GAS COMPANY
STATEMENTS OF CASH FLOWS
(In Thousands)


 
Year Ended December 31,
 
2014
 
2013
 
2012
Cash Flows from Operating Activities:
 
 
 
 
 
Net Income
$
66,483

 
$
62,236

 
$
58,241

Provided by Operating Activities:
 
 
 
 
 

Depreciation and Amortization
52,155

 
48,261

 
44,171

Provision for Losses on Accounts Receivable
9,417

 
4,232

 
4,775

CIP Receivable/Payable
15,226

 
21,160

 
(18,106
)
Deferred Gas Costs - Net of Recoveries
(44,976
)
 
5,473

 
25,050

Deferred SBC Costs - Net of Recoveries
11,048

 
2,393

 
(4,183
)
Environmental Remediation Costs - Net of Recoveries
(8,248
)
 
(438
)
 
(188
)
Deferred and Noncurrent Income Taxes and Credits - Net
32,193

 
31,940

 
38,353

Gas Plant Cost of Removal
(4,848
)
 
(6,092
)
 
(2,133
)
Pension Contribution

 
(9,100
)
 
(19,757
)
Changes in:
 
 
 
 
 
Accounts Receivable
(14,667
)
 
(20,574
)
 
(34,263
)
Inventories
(3,820
)
 
(7,153
)
 
13,449

Prepaid and Accrued Taxes - Net
(6,508
)
 
9,456

 
6,451

Other Prepayments and Current Assets
131

 
(476
)
 
430

Gas Purchases Payable
(1,873
)
 
9,306

 
(2,941
)
Accounts Payable and Other Accrued Liabilities
11,302

 
(5,107
)
 
(8,803
)
Other Assets
(7,481
)
 
(7,323
)
 
(10,980
)
Other Liabilities
(2,006
)
 
10,565

 
3,807

Net Cash Provided by Operating Activities
103,528

 
148,759

 
93,373

 
 
 
 
 
 
Cash Flows from Investing Activities:
 

 
 

 
 

Capital Expenditures
(200,008
)
 
(161,498
)
 
(156,041
)
Net (Investment in) Proceeds from Restricted Investments in Margin Account
(7,281
)
 
588

 
930

Investment in Long-Term Receivables
(13,024
)
 
(7,182
)
 
(6,243
)
Proceeds from Long-Term Receivables
6,544

 
5,764

 
8,182

Net Cash Used in Investing Activities
(213,769
)
 
(162,328
)
 
(153,172
)
 
 
 
 
 
 
Cash Flows from Financing Activities:
 

 
 

 
 

Net Borrowings from (Repayments of) Short-Term Credit Facilities
35,900

 
(36,600
)
 
(24,500
)
Proceeds from Issuance of Long-Term Debt
89,000

 
50,000

 
120,000

Principal Repayments of Long-Term Debt
(21,000
)
 
(25,000
)
 
(35,000
)
Premium for Early Retirement of Debt

 

 
(700
)
Payments for Issuance of Long-Term Debt
(627
)
 
(411
)
 
(951
)
Dividends on Common Stock
(18,201
)
 

 

Additional Investment by Shareholder
25,000

 
25,000

 

Excess (Tax Deficiency) Tax Benefit from Restricted Stock Plan
(73
)
 
(78
)
 
124

Net Cash Provided by Financing Activities
109,999

 
12,911

 
58,973

 
 
 
 
 
 
Net Decrease in Cash and Cash Equivalents
(242
)
 
(658
)
 
(826
)
Cash and Cash Equivalents at Beginning of Period
2,020

 
2,678

 
3,504

 
 
 
 
 
 
Cash and Cash Equivalents at End of Period
$
1,778

 
$
2,020

 
$
2,678

 
 
 
 
 
 

30


Supplemental Disclosures of Cash Flow Information
 

 
 

 
 

Interest (Net of Amounts Capitalized)
$
17,832

 
$
12,234

 
$
12,073

Income Taxes (Net of Refunds)
$
(7,690
)
 
$
(5,056
)
 
$
(2,797
)
 
 
 
 
 
 
Supplemental Disclosures of Noncash Investing Activities
 

 
 

 
 

Property and equipment acquired on account but not paid at year-end
$
17,551

 
$
20,055

 
$
11,069


The accompanying notes are an integral part of the financial statements.




31


SOUTH JERSEY GAS COMPANY
BALANCE SHEETS
(In Thousands)
 
 
December 31,
2014
 
December 31,
2013
Assets
 
 
 
Property, Plant and Equipment:
 
 
 
Utility Plant, at original cost
$
2,002,966

 
$
1,816,804

Accumulated Depreciation
(413,597
)
 
(392,029
)
 
 
 
 
Property, Plant and Equipment - Net
1,589,369

 
1,424,775

 
 
 
 
Investments:
 

 
 

Available-for-Sale Securities
8,894

 
8,696

Restricted Investments
7,961

 
680

 
 
 
 
Total Investments
16,855

 
9,376

 
 
 
 
Current Assets:
 

 
 

Cash and Cash Equivalents
1,778

 
2,020

Accounts Receivable
60,535

 
60,317

Accounts Receivable - Related Parties
1,157

 
968

Unbilled Revenues
49,910

 
41,510

Provision for Uncollectibles
(6,601
)
 
(4,553
)
Natural Gas in Storage, average cost
25,325

 
20,811

Materials and Supplies, average cost
1,104

 
1,798

Deferred Income Taxes - Net
44,064

 
23,309

Prepaid Taxes
13,601

 
7,683

Derivatives - Energy Related Assets
2,051

 
1,222

Other Prepayments and Current Assets
3,688

 
3,819

 
 
 
 
Total Current Assets
196,612

 
158,904

 
 
 
 
Regulatory and Other Noncurrent Assets:
 

 
 

Regulatory Assets
357,160

 
296,081

Unamortized Debt Issuance Costs
7,382

 
6,523

Long-Term Receivables
15,223

 
10,252

Derivatives - Energy Related Assets

 
278

Other
3,071

 
2,937

 
 
 
 
Total Regulatory and Other Noncurrent Assets
382,836

 
316,071

 
 
 
 
Total Assets
$
2,185,672

 
$
1,909,126

 
The accompanying notes are an integral part of the financial statements.

32


SOUTH JERSEY GAS COMPANY
BALANCE SHEETS
(In Thousands, except per share amounts)
 
 
December 31,
2014
 
December 31,
2013
Capitalization and Liabilities
 
 
 
Common Equity:
 
 
 
Common Stock, Par Value $2.50 per share:
 
 
 
Authorized - 4,000,000 shares
 
 
 
Outstanding - 2,339,139 shares
$
5,848

 
$
5,848

Other Paid-In Capital and Premium on Common Stock
250,899

 
225,972

Accumulated Other Comprehensive Loss
(14,479
)
 
(10,869
)
Retained Earnings
438,300

 
390,018

 
 
 
 
Total Common Equity
680,568

 
610,969

 
 
 
 
Long-Term Debt
507,091

 
454,000

 
 
 
 
Total Capitalization
1,187,659

 
1,064,969

 
 
 
 
Current Liabilities:
 

 
 

Notes Payable
101,400

 
65,500

Current Portion of Long-Term Debt
35,909

 
21,000

Accounts Payable - Commodity
22,359

 
24,232

Accounts Payable - Other
32,711

 
32,072

Accounts Payable - Related Parties
11,249

 
6,638

Derivatives - Energy Related Liabilities
6,305

 
711

Customer Deposits and Credit Balances
17,626

 
15,089

Environmental Remediation Costs
28,480

 
15,422

Taxes Accrued
1,177

 
1,767

Pension Benefits
1,515

 
1,241

Interest Accrued
6,099

 
6,039

Other Current Liabilities
6,580

 
5,629

 
 
 
 
Total Current Liabilities
271,410

 
195,340

 
 
 
 
Regulatory and Other Noncurrent Liabilities:
 

 
 

Regulatory Liabilities
41,899

 
60,949

Deferred Income Taxes - Net
435,022

 
380,975

Environmental Remediation Costs
95,828

 
104,070

Asset Retirement Obligations
41,976

 
41,178

Pension and Other Postretirement Benefits
95,241

 
48,197

Investment Tax Credits
149

 
360

Derivatives - Energy Related Liabilities
1,298

 
48

Derivatives - Other
7,325

 
3,735

Other
7,865

 
9,305

 
 
 
 
Total Regulatory and Other Noncurrent Liabilities
726,603

 
648,817

 
 
 
 
Commitments and Contingencies (Note 9)


 


 
 
 
 
Total Capitalization and Liabilities
$
2,185,672

 
$
1,909,126

 
The accompanying notes are an integral part of the financial statements.

33


SOUTH JERSEY GAS COMPANY
STATEMENTS OF CHANGES IN COMMON EQUITY AND COMPREHENSIVE INCOME
(In Thousands)

 
Common Stock
 
Other Paid-In Capital and Premium on Common Stock
 
Accumulated Other Comprehensive Loss
 
Retained Earnings
 
Total
Balance at January 1, 2012
$
5,848

 
$
200,926

 
$
(12,129
)
 
$
269,541

 
$
464,186

Net Income
 

 
 

 
 

 
58,241

 
58,241

Other Comprehensive Loss, Net of Tax: (a)
 

 
 

 
(1,156
)
 
 

 
(1,156
)
Cash Dividends Declared – Common Stock
 
 
 
 
 
 

 

Additional Investment by Shareholder

 


 

 

 

Excess Tax Benefit from Restricted Stock Plan
 
 
124

 
 
 
 
 
124

 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2012
5,848

 
201,050

 
(13,285
)
 
327,782

 
521,395

Net Income
 
 
 
 
 
 
62,236

 
62,236

Other Comprehensive Gain, Net of Tax: (a)
 
 
 
 
2,416

 
 
 
2,416

Cash Dividends Declared – Common Stock
 
 
 
 
 
 

 

Additional Investment by Shareholder

 
25,000

 

 

 
25,000

Tax Deficiency from Restricted Stock Plan
 
 
(78
)
 
 
 
 
 
(78
)
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2013
5,848

 
225,972

 
(10,869
)
 
390,018

 
610,969

Net Income
 
 
 
 
 
 
66,483

 
66,483

Other Comprehensive Loss, Net of Tax: (a)
 
 
 
 
(3,610
)
 
 
 
(3,610
)
Cash Dividends Declared – Common Stock
 
 
 
 
 
 
(18,201
)
 
(18,201
)
Additional Investment by Shareholder