LONG-TERM DEBT

12 Months Ended

Dec. 31, 2020

LONG-TERM DEBT:

Outstanding Long-Term Debt at December 31 consisted of the following:


		2020		2019
Long-Term Debt (A):
SJG:
First Mortgage Bonds: (B)
3.28%	Series due 2030 (C)	$	150,000	$	—
3.93%	Series due 2050 (C)	250,000		—
3.98%	Series due 2050 (C)	125,000		—
3.00%	Series due 2024 (D)	40,000		50,000
3.03%	Series due 2024 (E)	28,000		35,000
3.63%	Series due 2025 (F)	4,546		5,455
4.84%	Series due 2026 (G)	15,000		15,000
4.93%	Series due 2026 (H)	45,000		45,000
4.03%	Series due 2027 (H)	45,000		45,000
4.01%	Series due 2030 (I)	34,000		34,000
4.23%	Series due 2030	30,000		30,000
3.74%	Series due 2032 (J)	35,000		35,000
5.55%	Series due 2033	32,000		32,000
6.213%	Series due 2034	10,000		10,000
5.45%	Series due 2035	10,000		10,000
3.00%	Series due 2047 (S)	200,000		200,000
Series A 2006 Bonds at variable rates due 2036 (K)		24,900		24,900
SJG Term Loan (L)		—		400,000
Total SJG Long-Term Debt Outstanding (R)		$	1,078,446	$	971,355
Less SJG Current Maturities		(52,809)		(417,909)
Total SJG Long-Term Debt (R)		$	1,025,637	$	553,446





SJI:
3.71%	Series due 2027 (M)	$	75,000	$	—
3.91%	Series due 2030 (M)	125,000		—
3.71%	Series C 2012 Notes due 2022	35,000		35,000
3.47%	Series due 2024	25,000		25,000
3.71%	Series due 2027	25,000		25,000
3.57%	Series 2017A-2 due 2025	25,000		25,000
3.81%	Series 2017B-2 due 2028	25,000		25,000
3.43%	Series 2018A due 2021	90,000		90,000
4.07%	Series 2018B due 2028	80,000		80,000
4.17%	Series 2018C due 2030	80,000		80,000
5.625%	Junior Subordinated Notes due 2079 (N)	200,000		200,000
South Jersey Industries Term Loan at variable rates due 2020 (O)		—		50,000
Convertible Equity Units (P)		287,500		287,500
ETG:
First Mortgage Bonds
4.02%	Series 2018A-1 due 2028	50,000		50,000
4.22%	Series 2018A-2 due 2033	55,000		55,000
4.29%	Series 2018A-3 due 2038	150,000		150,000
4.37%	Series 2018A-4 due 2048	200,000		200,000
4.52%	Series 2018A-5 due 2058	75,000		75,000


2.84%	Series 2019 A-1 due 2029	40,000		40,000
2.84%	Series 2019 A-2 due 2029	35,000		35,000
2.94%	Series 2019 A-3 due 2031	25,000		25,000
2.94%	Series 2019 A-4 due 2031	45,000		45,000
3.28%	Series 2020 A-1, Tranche A due 2050 (Q)	75,000		—
3.38%	Series 2020 A-1, Tranche B due 2060 (Q)	50,000		—
Total SJI Consolidated Long-Term Debt Outstanding (R)		$	2,950,946	$	2,568,855
Less SJI Consolidated Current Maturities		(142,801)		(467,909)
Total SJI Consolidated Long-Term Debt (R)		$	2,808,145	$	2,100,946

(A) Long-term debt maturities for SJI for the succeeding five years are as follows (in thousands): 2021: $142,801; 2022: $66,084; 2023: $40,084; 2024: $65,084; and 2025: $66,084. Long-term debt maturities for SJG for the succeeding five years are as follows (in thousands): 2021: $52,809; 2022: $31,084; 2023: $40,084; 2024: $40,084; and 2025: $41,084.

(B) SJG has a First Mortgage Indenture, which provides for the issuance by SJG of bonds, notes or other securities that are secured by a lien on substantially all of the operating properties and franchises of SJG.

(C) In April 2020, SJG entered into a Note Purchase Agreement which provided for SJG to issue and sell its Senior Secured Notes, Series F, 2020 in the aggregate principal amount of $525.0 million in three Tranches, as follows: (a) Senior Secured Notes, Series F, 2020, Tranche A due April 16, 2030 in the aggregate principal amount of $150.0 million; (b) Senior Secured Notes, Series F, 2020, Tranche B due April 16, 2050 in the aggregate principal amount of $250.0 million; and (c) Senior Secured Notes, Series F, 2020, Tranche C due October 1, 2050 in the aggregate principal amount of $125.0 million. All of the Tranche A Notes and the Tranche B Notes were issued on April 16, 2020, and bear interest at 3.28% and 3.93%, respectively. The Tranche C Notes were issued on October 1, 2020, and bear interest at 3.98%.

(D)SJG has $40.0 million of 3.00% MTN's, with $10.0 million due annually beginning September 2020 with the final payment due September 2024. As such, $10.0 million of the total outstanding amount on this debt is classified in current portion of long-term debt on the consolidated balance sheets as it is due within one year.

(E)SJG has $28.0 million of 3.03% MTN's, with $7.0 million due annually beginning November 2020 with the final payment due November 2024. As such, $7.0 million of the total outstanding amount on this debt is classified in current portion of long-term debt on the consolidated balance sheets as it is due within one year.

(F)SJG pays $0.9 million annually toward the principal amount of 3.63% MTN's, with the final payment to be made December 2025. As such, $0.9 million of the total outstanding amount on this debt is classified in current portion of long-term debt on the consolidated balance sheets as it is due within one year.

(G)SJG has $15.0 million of 4.84% MTN's, with $2.5 million due annually beginning March 2021 with the final payment due March 2026. As such, $2.5 million of the total outstanding amount on this debt is classified in current portion of long-term debt on the consolidated balance sheets as it is due within one year.

(H)SJG has $45.0 million of 4.93% MTN's, with $7.5 million due annually beginning June 2021 with the final payment due June 2026. As such, $7.5 million of the total outstanding amount on this debt is classified in current portion of long-term debt on the consolidated balance sheets as it is due within one year. SJG also has $45.0 million of 4.03% MTN's, with $9.0 million due annually beginning in December 2023 with the final payment due in December 2027.

(I) SJG initially entered into $42.0 million of 4.01% MTN's with several due dates, as follows: $8.0 million paid November 2019; $2.0 million due November 2025; $3.0 million due November 2026; $8.0 million due November 2027; and $7.0 million each due November 2028, 2029 and 2030.

(J) SJG has $35.0 million of 3.74% MTN's, with $3.175 million due annually beginning April 2022 with final payment due April 2032.

(K) These variable rate demand bonds bear interest at a floating rate that resets weekly. The interest rate as of December 31, 2020 was 0.09%. Liquidity support on these bonds is provided under a separate letter of credit facility that expires in August 2021; as such, these bonds are recorded in current portion of long-term debt on the consolidated balance sheets as of December 31, 2020.

(L) SJG had an unsecured, $400.0 million term loan credit agreement (the “Credit Agreement”), which was syndicated among eight banks. Under the Credit Agreement, the Company had the ability to borrow up to an aggregate of $400.0 million, which was the total borrowings as of December 31, 2019, which was recorded in current portion of long-term debt on the consolidated balance sheets. This was paid off in April 2020 using proceeds from Tranche A and B borrowings as noted in (C) above

(M) On May 27, 2020, SJI entered into a Note Purchase Agreement which provided for the Company to issue an aggregate of $200.0 million of senior unsecured notes in two tranches, as follows: (a) Senior Notes, Series 2020A due July 30, 2027, in the aggregate principal amount of $75.0 million (the "Series 2020A Notes"); and (b) Senior Notes, Series 2020B due July 30, 2030, in the aggregate principal amount of $125.0 million (the "Series 2020B Notes"). The Company issued both tranches of the Notes on July 30, 2020. The Series 2020A Notes bear interest at 3.71% and the Series 2020B Notes bear interest at 3.91%. The proceeds from these issuances were used to pay off a term loan issued earlier in 2020.

(N) In 2019, SJI offered and sold $200.0 million aggregate principal amount of the Company's 5.625% Junior Subordinated Notes due 2079. The total net cash proceeds, inclusive of a debt discount of $5.3 million, were $194.7 million.

(O) This note was paid off in April 2020 using proceeds from an unsecured term loan credit agreement.

(P) In April 2018, SJI completed a public offering of Equity Units for gross proceeds of $287.5 million (see Note 6). As of December 31, 2020, these Equity Units were not converted into equity.

(Q) On November 10, 2020, ETG entered into a Bond Purchase Agreement which provided for ETG to issue an aggregate of $250.0 million of first mortgage bonds in five tranches, as follows: (a) 3.28% First Mortgage Bonds, Series 2020A-1, Tranche A due November 10, 2050 in the aggregate principal amount of $75.0 million (the “Series 2020A-1, Tranche A Bonds”), (ii) 3.38% First Mortgage Bonds, Series 2020A-1, Tranche B due November 10, 2060 in the aggregate principal amount of $50.0 million (the “Series 2020A-1, Tranche B Bonds”), (iii) 2.26% First Mortgage Bonds, Series 2020A-2, Tranche A due June 15, 2031 in the aggregate principal amount of $50.0 million, (iv) 3.08% First Mortgage Bonds, Series 2020A-2, Tranche B due June 15, 2041 in the aggregate principal amount of $25.0 million, and (v) 3.36% First Mortgage Bonds, Series 2020A-2, Tranche C due June 15, 2051 in the aggregate principal amount of $50.0 million. The two Tranches of Series 2020A-1 Bonds were issued on November 10, 2020. ETG expects to issue the three Tranches of Series 2020A-2 Bonds on June 15, 2021.

(R) Total SJI consolidated Long-Term Debt in the table above does not include unamortized debt issuance costs of $29.6 million and $25.5 million as of December 31, 2020 and 2019, respectively, nor does it include $5.2 million and $5.3 million of unamortized debt discounts as of December 31, 2020 and 2019, respectively. These items are recorded as reductions to Long-Term Debt on the consolidated balance sheet. Also not included in the table above is a finance lease of $3.1 million as of December 31, 2020 (see Note 9), which is recorded as an increase to Long-Term Debt on the consolidated balance sheet. Total SJG Long-Term Debt in the table above does not include unamortized debt issuance costs of $9.4 million and $6.3 million as of December 31, 2020 and 2019, respectively.

(S) SJG has $200.0 million of 3.00% MTN's with varying principal amounts due annually, beginning with $16.0 million due in 2025.

All Notes listed above contain a financial covenant limiting the ratio of indebtedness to total capitalization to not more than 0.70 to 1, measured at the end of each fiscal quarter. SJI and the Utilities were in compliance with these covenants as of December 31, 2020.