-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M84t0syx7w99FSPl0yVVis6WUpRIlDeVyPAgC2MxGWKE+KlRgBx3BcYXe54G2MIJ kjxsmk7Tz6UcLDYBtMTs5A== 0001035216-98-000004.txt : 19981118 0001035216-98-000004.hdr.sgml : 19981118 ACCESSION NUMBER: 0001035216-98-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTH JERSEY GAS CO/NEW CENTRAL INDEX KEY: 0001035216 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 210398330 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22211 FILM NUMBER: 98751765 BUSINESS ADDRESS: STREET 1: NUMBER ONE SOUTH JERSEY PLAZA STREET 2: ROUTE 54 CITY: FOLSOM STATE: NJ ZIP: 08037 BUSINESS PHONE: 6095619000 MAIL ADDRESS: STREET 1: NUMBER ONE SOUTH JERSEY PLAZA STREET 2: ROUTE 54 CITY: FOLSOM STATE: NJ ZIP: 08037 10-Q 1 Page 1 of 29 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 1998 Commission File Number 1-12899 SOUTH JERSEY GAS COMPANY (Exact name of registrant as specified in its charter) New Jersey 22-0398330 (State of incorporation) (IRS employer identification no.) 1 South Jersey Plaza, Folsom, NJ 08037 (Address of principal executive offices, including zip code) (609) 561-9000 (Registrant's telephone number, including area code) 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 [ ] As of November 5, 1998, there were 2,339,139 shares of the registrant's common stock outstanding. All common shares are owned by South Jersey Industries, Inc., the parent company of South Jersey Gas Company. Exhibit Index on page 29 - Cover Page - PART I FINANCIAL INFORMATION Item 1. Financial Statements - See Pages 3 through 14 SJG-2 SOUTH JERSEY GAS COMPANY AND SUBSIDIARY CONDENSED STATEMENTS OF CONSOLIDATED LOSS (UNAUDITED) (In Thousands Except for Per Share Data)
Three Months Ended September 30, ----------------------------- 1998 1997 ------------ ------------ Operating Revenues: Utility $43,097 $49,635 Other 383 441 ------------ ------------ Total Operating Revenues 43,480 50,076 ------------ ------------ Operating Expenses: Gas Purchased for Resale 26,259 31,483 Utility Operations 10,207 10,149 Other Operations 418 404 Maintenance 1,116 1,552 Depreciation 4,318 4,027 Federal and State Income Taxes (2,329) (1,799) Other Taxes 1,575 3,149 ------------ ------------ Total Operating Expenses 41,564 48,965 ------------ ------------ Operating Income 1,916 1,111 ------------ ------------ Interest Charges: Long-Term Debt 3,646 3,971 Short-Term Debt 1,269 248 Other 108 105 ------------ ------------ Total Interest Charges 5,023 4,324 ------------ ------------ Loss Before Preferred Dividend Requirements (3,107) (3,213) Preferred Stock Dividend Requirements 41 42 Preferred Securities Dividend Requirements 731 731 ------------ ------------ Net Loss Applicable to Common Stock ($3,879) ($3,986) ============ ============ Average Shares of Common Stock Outstanding 2,339 2,339 ============ ============ Earnings Per Common Share ($1.66) ($1.70) ============ ============ Dividends Declared Per Common Share $1.830 $1.635 ============ ============ The accompanying footnotes are an integral part of the financial statements.
SJG-3 SOUTH JERSEY GAS COMPANY AND SUBSIDIARY CONDENSED STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED) (In Thousands Except for Per Share Data)
Nine Months Ended September 30, ----------------------------- 1998 1997 ------------ ------------ Operating Revenues: Utility $202,997 $233,523 Other 1,224 1,483 ------------ ------------ Total Operating Revenues 204,221 235,006 ------------ ------------ Operating Expenses: Gas Purchased for Resale 117,860 133,304 Utility Operations 29,726 29,000 Other Operations 1,307 1,339 Maintenance 3,979 4,553 Depreciation 12,741 11,879 Federal and State Income Taxes 7,120 7,113 Other Taxes 7,456 21,558 ------------ ------------ Total Operating Expenses 180,189 208,746 ------------ ------------ Operating Income 24,032 26,260 ------------ ------------ Interest Charges: Long-Term Debt 11,182 11,261 Short-Term Debt 2,386 1,969 Other 344 314 ------------ ------------ Total Interest Charges 13,912 13,544 ------------ ------------ Income Before Preferred Dividend Requirements 10,120 12,716 Preferred Stock Dividend Requirements 125 128 Preferred Securities Dividend Requirements 2,192 1,202 ------------ ------------ Net Income Applicable to Common Stock $7,803 $11,386 ============ ============ Average Shares of Common Stock Outstanding 2,339 2,339 ============ ============ Earnings Per Common Share $3.34 $4.87 ============ ============ Dividends Declared Per Common Share $5.295 $4.906 ============ ============ The accompanying footnotes are an integral part of the financial statements.
SJG-4 SOUTH JERSEY GAS COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands)
(Unaudited) September 30, December 31, ------------------------- ------------- 1998 1997 1997 ------------ ------------ ------------- Assets Property, Plant and Equipment: Utility Plant, at original cost $654,961 $607,395 $619,489 Accumulated Depreciation (176,367) (164,700) (167,176) Gas Plant Acquisition Adjustment - Net 1,869 1,944 1,926 ------------ ------------ ------------- Property, Plant and Equipment - Net 480,463 444,639 454,239 ------------ ------------ ------------- Available-for-Sale Securities 666 0 0 ------------ ------------ ------------- Current Assets: Cash and Cash Equivalents 1,134 3,684 6,596 Accounts Receivable 12,680 18,720 30,116 Unbilled Revenues 4,163 4,220 17,263 Provision for Uncollectibles (1,032) (1,032) (1,032) Natural Gas in Storage, average cost 28,194 26,600 23,877 Materials and Supplies, average cost 3,973 3,954 4,509 Prepaid Taxes 13,599 8,513 566 Prepayments and Other Current Assets 1,698 2,386 1,661 ------------ ------------ ------------- Total Current Assets 64,409 67,045 83,556 ------------ ------------ ------------- Accounts Receivable - Merchandise 1,121 1,547 1,449 ------------ ------------ ------------- Regulatory and Other Non-Current Assets: Environmental Remediation Costs: Expended - Net 21,345 17,805 21,041 Liability for Future Expenditures 50,697 52,400 52,400 Gross Receipts & Franchise Taxes 3,696 4,139 4,028 Income Taxes - Flowthrough Depreciation 13,265 14,243 13,999 Deferred Fuel Costs - Net 4,555 493 3,674 Deferred Postretirement Benefit Costs 5,679 5,872 6,150 Other 7,123 7,761 8,577 ------------ ------------ ------------- Total Regulatory and Other Non-Current Assets 106,360 102,713 109,869 ------------ ------------ ------------- Total Assets $653,019 $615,944 $649,113 ============ ============ ============= The accompanying footnotes are an integral part of the financial statements.
SJG-5 SOUTH JERSEY GAS COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands)
(Unaudited) September 30, December 31, ------------------------- ------------- 1998 1997 1997 ------------ ------------ ------------- 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 $5,848 Other Paid-In Capital and Premium on Common Stock 102,817 102,817 102,817 Retained Earnings 51,537 51,433 56,120 ------------ ------------ ------------- Total Common Equity 160,202 160,098 164,785 ------------ ------------ ------------- Preferred Stock and Securities: Redeemable Cumulative Preferred - Par Value $100 per share, Authorized - 46,404, 47,304 and 47,304 shares Outstanding: Series A, 4.70% - 2,100, 3,000 and 3,000 shares 210 300 300 Series B, 8.00% - 19,242 shares 1,924 1,924 1,924 Company-Guaranteed Mandatorily Redeemable Preferred Securities of Subsidiary Trust Par Value $25 per share, 1,400,000 shares Authorized and Outstanding 35,000 35,000 35,000 ------------ ------------ ------------- Total Preferred Stock and Securities 37,134 37,224 37,224 ------------ ------------ ------------- Long-Term Debt 166,853 178,003 175,860 ------------ ------------ ------------- Total Capitalization 364,189 375,325 377,869 ------------ ------------ ------------- Current Liabilities: Notes Payable 94,800 28,600 45,900 Current Maturities of Long-Term Debt 8,876 8,876 8,876 Accounts Payable 17,464 37,786 45,581 Customer Deposits 5,552 5,795 5,871 Environmental Remediation Costs 16,037 7,735 14,373 Taxes Accrued 1,181 142 980 Interest Accrued and Other Current Liabilities 6,297 4,580 6,751 ------------ ------------ ------------- Total Current Liabilities 150,207 93,514 128,332 ------------ ------------ ------------- Deferred Credits and Other Non-Current Liabilities: Deferred Income Taxes - Net 81,641 80,225 81,847 Investment Tax Credits 5,335 5,728 5,632 Pension and Other Postretirement Benefits 11,267 10,434 10,798 Environmental Remediation Costs 34,660 44,665 38,027 Other 5,720 6,053 6,608 ------------ ------------ ------------- Total Deferred Credits and Other Non-Current Liabilities 138,623 147,105 142,912 ------------ ------------ ------------- Commitments and Contingencies Total Capitalization and Liabilities $653,019 $615,944 $649,113 ============ ============ ============= The accompanying footnotes are an integral part of the financial statements.
SJG-6 SOUTH JERSEY GAS COMPANY AND SUBSIDIARY CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED) (In Thousands)
Nine Months Ended September 30, ----------------------------- 1998 1997 ------------ ------------ Cash Flows from Operating Activities: Net Income Applicable to Common Stock $7,803 $11,386 Adjustments to Reconcile Net Income to Cash Flows Provided by Operating Activities: Depreciation and Amortization 14,211 13,316 Provision for Losses on Accounts Receivable 932 948 Revenues and Fuel Costs Deferred - Net (881) (89) Deferred and Non-Current Income Taxes and Credits - Net 3,160 2,499 Environmental Remediation Costs - Net (304) (2,239) Changes in: Accounts Receivable 29,604 25,468 Inventories (3,781) (3,861) Prepayments and Other Current Assets (38) (824) Prepaid and Accrued Taxes - Net (12,832) (6,858) Accounts Payable and Other Accrued Liabilities (28,890) (8,309) Other - Net (1,542) 2,870 ------------ ------------ Net Cash Provided by Operating Activities 7,442 34,307 ------------ ------------ Cash Flows from Investing Activities: Purchase of Available-for Sale Securities (666) 0 Capital Expenditures, Cost of Removal and Salvage (39,517) (35,587) ------------ ------------ Net Cash Used in Investing Activities (40,183) (35,587) ------------ ------------ Cash Flows from Financing Activities: Net Borrowings from (Repayments of) Lines of Credit 48,900 (79,700) Proceeds from Issuance of Long-Term Debt 0 35,000 Principal Repayments of Long-Term Debt (9,007) (4,461) Dividends on Common Stock (12,386) (11,475) Proceeds from Issuance of Preferred Securities 0 35,000 Repurchase of Preferred Stock (90) (90) Payments for Issuance of Long-Term Debt and Preferred Securities (138) (2,402) Additional Investment by Shareholder 0 25,623 ------------ ------------ Net Cash Provided by (Used in) Financing Activities 27,279 (2,505) ------------ ------------ Net Decrease in Cash and Cash Equivalents (5,462) (3,785) Cash and Cash Equivalents at Beginning of Period 6,596 7,469 ------------ ------------ Cash and Cash Equivalents at End of Period $1,134 $3,684 ============ ============ The accompanying footnotes are an integral part of the financial statements.
SJG-7 Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1. Summary of Significant Accounting Policies: The Entity The condensed consolidated financial statements include the accounts of South Jersey Gas Company (SJG) and its wholly owned statutory trust subsidiary, SJG Capital Trust. South Jersey Industries, Inc. (SJI) owns all of SJG's outstanding common stock. Certain reclassifications have been made of previously reported amounts to conform with classifications used in the current year. Estimates and Assumptions SJG prepares its financial statements to conform with generally accepted accounting principles. This requires the company to make estimates and assumptions affecting the amounts reported in the financial statements and related disclosures. Therefore, actual results may differ from those estimates. Regulation SJG is subject to the rules and regulations of the New Jersey Board of Public Utilities (BPU) and maintains its accounts in accordance with the prescribed Uniform System of Accounts of that Board (See Note 2). New Accounting Pronouncements In June 1997, the Financial Accounting Standards Board (FASB) issued FASB No. 131, "Disclosures about Segments of an Enterprise and Related Information," which is effective for fiscal years beginning after December 15, 1997. This statement establishes standards for reporting selected information about operating segments in the company's interim and annual financial statements. SJG is evaluating whether adopting this statement will change the company's presentation of financial information. SJG adopted FASB No. 131 effective January 1, 1998; however, as permitted by this statement, the company will not report segment information in interim financial statements until 1999. Energy Tax Reform New Jersey adopted legislation reforming energy taxation effective July 14, 1997. The new law eliminated the Gross Receipts and Franchise Tax (GRAFT), amounting to approximately 13% of utility revenue, and replaced it with a combination of taxes. Beginning January 1, 1998, retail sales of natural gas SJG-8 and electricity and utility services, including transportation, are subject to the 6% State Sales and Use Tax (SUT). Gas and electric utilities are also subject to the 9% State Corporation Business Tax (CBT) on income before taxes. To bridge the revenue gap created by the new tax law, the state imposed a Transitional Energy Facilities Assessment (TEFA) on volumes of gas sold and transported. The TEFA will be phased out over five years beginning January 1, 1999 and ending January 1, 2003. The revised tax policy is expected to eliminate tax differences between utility and nonutility suppliers, providing fair competition and lower energy costs for consumers. The new legislation does not materially affect the company's financial position, operating results or liquidity (See Note 2). However, since the SUT is not included in reported utility revenues or tax expense as GRAFT was previously, there are equal reductions in these line items on the Condensed Statements of Consolidated Income. Note 2. Regulatory Matters: On July 31, 1996, 1997 and 1998, SJG filed with the BPU to recover an increase in remediation costs expended from August 1995 through July 1998 totaling $4.5 million. The BPU approved the 1996-1997 Remediation Adjustment Clause filing on October 9, 1998. The 1997-1998 RAC filing has been updated and the results were included in the 1998-1999 RAC filing. Both filings are still pending at the BPU. On January 27, 1997, the BPU granted SJG a total rate increase of $10.3 million. The $6.0 million base rate portion of the increase was based on a 9.62% rate of return on rate base, which included an 11.25% return on common equity. The majority of this increase comes from residential and small commercial customers. Part of the increase is recovered from new miscellaneous service fees which charge specific customers for costs they cause SJG to incur. Additionally, SJG's threshold for sharing pre-tax margins generated by interruptible and off-system sales and transportation (Sharing Formula) was increased from $4.0 million to $5.0 million. SJG keeps 100% of pre-tax margins up to the threshold level and 20% of such margins above that level. Later in 1997, the $5.0 million threshold was increased by $500,000 which is the annual revenue requirement associated with the completion of construction on a specified pipeline interconnection. At the beginning of 1999, this $5.5 million threshold will increase by another $2.3 million, also representative of the annual revenue requirement associated with major construction projects. On October 9, 1998, the BPU approved a revision to the Sharing Formula as part of an agreement to modify SJG's Temperature Adjustment Clause (TAC). The revision credits the first $750,000 above the applicable threshold level to the Levelized Gas Adjustment Clause (LGAC) customers. Thereafter, SJG keeps 20% of the pre-tax margins as it has historically. As part of the tariff changes approved in the rate case, SJG began its pilot program in April 1997, giving residential customers a choice of gas supplier. During the initial enrollment period, which ended June 30, 1997, nearly 13,000 residential customers applied for this service. SJG began transporting gas for these customers on August 1, 1997. On June 26, 1998, the BPU expanded the number of potential participants SJG-9 to 25,000. There were 14,841 participants as of September 30, 1998. Participant's bills are reduced for cost of gas charges and applicable taxes. The resulting decrease in revenues is offset by a corresponding decrease in gas costs and taxes under SJG's BPU-approved fuel clause. While the program results in a reduction in utility revenues, it does not affect the company's net income, financial condition or margins. As part of the tariff changes approved in the rate case, SJG further expanded the choices available to commercial and industrial customers, including a new transportation tariff providing savings to qualified customers. On May 13, 1997, SJG filed to recover additional postretirement benefit costs of approximately $1.3 million annually. This recovery was approved on December 17, 1997 and began January 1, 1998. On September 9, 1997, SJG filed with the BPU to adjust rates by replacing the GRAFT with SUT, CBT and TEFA components (See Note 1). The new rates became effective January 1, 1998 on an interim basis and were made final effective July 13, 1998. In September 1996, SJG filed to reduce rates through the 1996-1997 LGAC reflecting a $1.4 million decrease in natural gas costs. Updated 1996-1997 LGAC year results were rolled into the 1997-1998 LGAC which was filed with the BPU in September 1997. On September 12, 1997 and September 8, 1998, SJG made its annual LGAC, TAC and Demand Side Management Clause (DSMC) filings with the BPU. The LGAC and DSMC cover the period November 1 through October 31 of each year. The TAC period runs from October 1 through May 31. In the 1997-1998 filing, the company requested a $4.7 million increase in the annual LGAC recovery which includes the 1996-1997 LGAC year results referred to above. SJG updated this amount to $7.0 million in August 1998 and included this amount in its 1998-1999 LGAC filing. The 1998-1999 LGAC filing requested a decrease in rates of $414,000. The company also requested resolution of prior year filings along with the 1998-1999 filing. All filings are still pending at the BPU. On March 5, 1998, the BPU approved new appliance service rates. The new rates are competitive with those of other service providers in New Jersey and are designed to increase earnings and cash flows to SJG over the current rates. In April 1998, the BPU also authorized SJG to offer new appliance service contract plans and to service electric air conditioners. On June 8, 1998, SJG filed a petition with the BPU requesting a change in the way in which the TAC operates. The request was granted on October 9, 1998. As a result, SJG will experience reduced fluctuations in income when temperatures are warmer or colder than normal. SJG-10 Note 3. Related Party Transactions: SJG contracted with R&T Group, Inc. (R&T), SJI's wholly owned subsidiary, for general utility construction and environmental remediation services costing approximately $ -0- and $1,901,000 for the nine months ended September 30, 1998 and 1997, respectively. The amounts payable to R&T relating to these services were $ -0- and $10,500 at September 30, 1998 and 1997, respectively. SJI discontinued the operations and sold the assets of R&T during the first half of 1997. SJG sells natural gas for resale to South Jersey Energy Company (SJE), SJI's wholly owned subsidiary. These sales comply with Section 284.402 of the Regulations of the Federal Energy Regulatory Commission (FERC). Sales to SJE were approximately $39,000 and $ -0- for the three months ended and $331,800 and $ -0- for the nine months ended September 30, 1998 and 1997, respectively. Note 4. Income and Other Taxes: SJG is included in the consolidated Federal Income tax return filed by SJI and files on a separate return basis for State Income Tax purposes. The aggregate amounts of current and deferred tax (credit) expense for the three and nine months ended September 30, 1998 and 1997 are shown below (in thousands): Three Months Ended Nine Months Ended September 30, September 30, --------------------- --------------------- 1998 1997 1998 1997 ---------- ---------- ---------- ---------- Federal: Current $47 ($2,675) $2,437 $4,614 Deferred (1,721) 975 3,059 2,796 Investment Tax Credits (99) (99) (297) (297) State: Current (446) 0 1,523 0 Deferred (110) 0 398 0 ---------- ---------- ---------- ---------- Total Federal and State Income Taxes ($2,329) ($1,799) $7,120 $7,113 ========== ========== ========== ========== The significant components of other taxes reflected in the Condensed Statements of Consolidated Income for the three and nine months ended September 30, 1998 and 1997 are shown below (in thousands): SJG-11 Three Months Ended Nine Months Ended September 30, September 30, --------------------- --------------------- 1998 1997 1998 1997 ---------- ---------- ---------- ---------- TEFA $918 $0 $5,278 $0 GRAFT 110 2,577 13 19,304 Other Taxes 547 572 2,165 2,254 ---------- ---------- ---------- ---------- Total Other Taxes $1,575 $3,149 $7,456 $21,558 ========== ========== ========== ========== During the three and nine months ended September 30, 1998, SJG recorded an additional $1.4 million and $9.0 million, respectively, for SUT on utility services through its Condensed Consolidated Balance Sheet. Such amounts are not included in reported revenues or tax expense as SJG only acts as agent for the collection of SUT (See Note 1). Note 5. Capitalization: SJG's First Mortgage Indenture, as supplemented, restricts the company as to the amount of cash dividends or other distributions it may pay on its common stock. SJG had approximately $49.6 million in retained earnings at September 30, 1998 that were free of these restrictions. On March 26, 1997, SJG received $25.6 million in contributions of capital from SJI. SJG credits capital contributions to Other Paid-In Capital and Premium on Common Stock. SJG made no other changes in common stock during 1998 and 1997. Note 6. Commitments and Contingencies: Construction Commitments The estimated cost of construction and environmental remediation programs for the company in 1998 will total $71.6 million. SJG has made certain commitments regarding these programs. Gas Supply Contracts SJG has entered into long-term contracts for natural gas supplies, firm transportation, and firm gas storage service. The earliest that any of the gas supply contracts expire is October 2000. All of the transportation and storage service agreements between SJG and its interstate pipeline suppliers were made under FERC approved tariffs. SJG's cumulative obligation for demand charges and reservation fees paid to its SJG-12 suppliers for all of these services is approximately $4.9 million per month, which SJG recovers on a current basis through the LGAC. Pending Litigation SJG is subject to claims which arise in the ordinary course of business and other legal proceedings. The company sets up reserves when these claims become apparent. SJG also maintains insurance and records probable insurance recoveries relating to outstanding claims. A group of Atlantic City casinos filed a petition with the BPU on January 16, 1996 alleging overcharges of over $10.0 million, including interest. A settlement has been arrived at in this litigation, under which SJG will make no payments. The group of casinos have issued general releases to SJG, and on September 4, 1998 the petition was withdrawn. Environmental Remediation Costs SJG incurred and recorded costs for environmental clean up of sites where SJG or predecessor companies operated gas manufacturing plants. SJG terminated manufactured gas operations at all sites more than 35 years ago. Since the early 1980s, SJG has recorded environmental remediation costs of $91.8 million. The company has spent $41.1 million as of September 30, 1998. SJG, with the assistance of an outside consulting firm, estimates that future costs to clean up the sites will range from $50.7 million to $150.6 million. The company recorded the lower end of this range as a liability. It is reflected on the Condensed Consolidated Balance Sheet under the captions "Current Liabilities" and "Deferred Credits and Other Non-Current Liabilities." SJG's recorded environmental remediation costs do not directly affect earnings because those costs are deferred and recovered through rates over 7-year amortization periods as allowed by the BPU. SJG did not adjust the accrued liability for future insurance recoveries, which the company is pursuing. SJG received $4.2 million of insurance recoveries as of September 30, 1998. SJG used these proceeds to offset related legal fees and to reduce the balance of deferred environmental remediation costs. Recorded amounts include estimated costs based on projected investigation and remediation work plans using existing technologies. Actual costs could differ from the estimates due to the long-term nature of the projects, changing technology, government regulations and site specific requirements. As a result of the 7-year Remediation Adjustment Clause (RAC) recovery mechanism, SJG does not expense environmental remediation costs when incurred and defers costs to be recovered. SJG has two regulatory assets associated with environmental costs. The first regulatory asset is titled "Environmental Remediation Cost: Expended - Net." These expenditures represent what was actually spent to clean up former gas manufacturing plant sites. These costs meet the requirements of FASB No. 71, "Accounting for the Effects of SJG-13 Certain Types of Regulation." The BPU allowed SJG to recover these expenditures through July 1996 and petitions to recover these costs through July 1998 are pending (See Note 2). The other regulatory asset titled "Environmental Remediation Cost: Liability for Future Expenditures" relates to estimated future expenditures determined under the guidance of FASB No. 5, "Accounting for Contingencies." This amount, which relates to former manufactured gas plant sites, was recorded as a deferred debit with the corresponding amount reflected on the balance sheet under the captions "Current Liabilities" and "Deferred Credits and Other Non-Current Liabilities." The deferred debit is a regulatory asset under FASB No. 71 because the BPU's intent, as evidenced by its current practice, is to allow SJG to recover the deferred costs after they are expended. SJG files with the BPU to recover these costs in rates through its RAC. The BPU has consistently allowed the full recovery over 7-year periods, and SJG believes this will continue. As of September 30, 1998, SJG's unamortized remediation costs of $21.3 million are reflected on the balance sheet under the caption "Regulatory and Other Non-Current Assets." Since BPU approval of the RAC in August 1992, SJG has recovered $15.6 million through rates as of September 30, 1998 (See Note 2). Note 7. Subsequent Events: On October 14, 1998, SJI and Conectiv announced plans for a joint customer account services venture that will begin to provide meter reading services in southern New Jersey by the end of the year. The new venture will allow both companies to capitalize on the synergies that exist because their companies' territories overlap. Customers should benefit from the companies' collective ability to reduce meter reading costs. On October 21, 1998, SJG issued $30.0 million of debt under a Medium Term Note Program established October 5, 1998. Under this program, $10.0 million of notes were issued at 6.12%, maturing in 2010, and $20.0 million of notes were issued at 7.125%, maturing in 2018. SJG-14 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Overview South Jersey Gas Company (SJG) is a natural gas distribution company serving 263,883 customers at September 30, 1998, compared with 257,587 customers at September 30, 1997. SJG also makes off-system sales of natural gas on a wholesale basis to various customers on the interstate pipeline system and transports natural gas purchased directly from producers or suppliers for its own sales and for some of its customers. South Jersey Industries, Inc. owns all of the common stock of SJG. Forward-Looking Statements This report contains certain forward-looking statements concerning projected future financial performance, future operating performance, future plans and courses of action and future economic conditions. All statements in this report other than statements of historical fact are forward-looking statements. These forward-looking statements are made based upon management's expectations and beliefs concerning future events impacting the company and therefore involve a number of risks and uncertainties. Management cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. There are a number of factors that could cause the company's actual results to differ materially from those anticipated, which include, but are not limited to, the following: general economic conditions on an international, federal, state and local level; weather conditions in the company's marketing areas; regulatory and court decisions; competition in the company's regulated activities; the availability and cost of capital; costs and effects of unanticipated legal proceedings, Year 2000 related costs or operating problems and environmental liabilities; and changes in business strategies. Competition SJG's franchises are non-exclusive. Currently no other utility provides retail gas distribution services within its territory. SJG does not expect any other utilities to do so in the foreseeable future because of the extensive investment required for utility plant and related costs. SJG competes with oil, propane and electricity suppliers for residential, commercial and industrial users. The market for natural gas sales is subject to competition as a result of deregulation. SJG has enhanced its competitive position while maintaining its margins by using an unbundled tariff which allows the company to recover its full cost of service, except for the variable cost of the gas commodity, when engaging in the transportation of gas for its customers. Under this tariff, SJG derives substantially all of its profits from the transportation rather than the sale of the commodity. SJG's commercial and industrial customers can SJG-15 choose their supplier while SJG recovers its cost of service and fixed gas costs primarily through its transportation service. In April 1997, SJG initiated its New Jersey Board of Public Utilities (BPU) approved pilot program giving some residential customers a choice of gas suppliers (See "Pilot Program - Choice of Gas Supplier"). SJG believes it has been a leader in addressing the changing marketplace, while maintaining its focus on being a low-cost provider of natural gas and energy services. Pilot Program - Choice of Gas Supplier In April 1997, SJG began its BPU-approved pilot program giving residential customers a choice of gas supplier. During the initial enrollment period, which ended June 30, 1997, nearly 13,000 residential customers applied for this service. SJG began transporting gas for these customers on August 1, 1997. On June 26, 1998, the BPU expanded the number of potential participants to 25,000. There were 14,841 participants as of September 30, 1998. Participants' bills are reduced for cost of gas charges and applicable taxes. The resulting decrease in revenues is offset by a corresponding decrease in gas costs and taxes under SJG's BPU-approved fuel clause. While the program results in a reduction in utility revenues, it does not affect SJG's net income, financial condition or margins. Also, SJG further expanded the choices available to commercial and industrial customers, including a new transportation tariff providing savings to qualified customers. Energy Adjustment Clauses SJG's tariff includes a Levelized Gas Adjustment Clause (LGAC), a Temperature Adjustment Clause (TAC), a Remediation Adjustment Clause (RAC) and a Demand Side Management Clause (DSMC). These clauses permit adjustments for changes in gas supply costs, reduce the impact of extreme fluctuations in temperatures on SJG and its customers, recover costs for the remediation of former gas manufacturing plants and recover costs associated with its conservation plan, respectively. The BPU-approved LGAC, RAC and DSMC adjustments are made to match revenues and expenses. TAC adjustments do affect revenue, income and cash flows since colder than normal weather can generate credits to customers, while warmer than normal weather can result in additional billings to customers. TAC adjustments related to the 1997-1998 TAC year did not materially impact the financial statements for 1998. Status of Year 2000 Conversion The company prepared a Year 2000 Impact and Assessment study and developed a plan for program modification for software and embedded technology. An outside service was used to identify both informational and logic date variables within the programming codes. This service was completed and expensed in 1997. Presently, the company is revising the affected programming codes. As of September 30, 1998, approximately 64% of the programming code was revised. All revisions are scheduled to be completed by early 1999, providing the remainder of 1999 for testing. The company believes that all embedded technology relating to its distribution systems is Y2K compliant. The conversion costs are estimated at $0.4 million of which approximately $0.28 million was spent as of September 30, 1998. Vendors who provide third party software have been contacted and 28 of 31 have indicated that they are now compliant. The company is also in SJG-16 the process of securing written verification from its key product and service vendors to ensure their compliance. Approximately 50% of all product and service vendors and 80% of those vendors deemed key suppliers have to date verified that they will be compliant. Of the company's two principal gas suppliers, one has indicated Y2K compliance and the other has yet to respond. The worst case scenarios facing SJG involve the impact on the company's distribution system and general office activities of the loss of telecommunications and or electrical power as a result of a Y2K problem with the provider's system. These events in themselves do not pose a problem if the duration of loss is less than 72 hours. All company sites have electrical generation backup and utilize two phone carriers should one fail due to a Y2K problem. The company also has both a private voice and data radio systems which allow it to monitor remote stations manually. Based upon the nature of SJG's operating and information systems and the current advanced state of planning and remediation, the company does not anticipate any material difficulty in completing full year 2000 compliance and any problems that do arise are expected to be immaterial or insignificant. Results of Operations - Three and Nine Months Ended September 30, 1998 Compared to Three and Nine Months Ended September 30, 1997 Operating Revenues Revenues decreased $6.6 million for the third quarter of 1998 as compared to the same period in 1997. The decrease for the third quarter comparison was primarily due to state tax reform effective January 1998 which lowered the tax component contained in reported revenue and by customers using increased levels of firm transportation service in lieu of firm gas sales. This decrease was partially offset by customer growth. The lower tax component in reported revenue was offset by a reduction in Other Taxes (See Notes 1 and 6). South Jersey Gas' tariffs are structured such that profits are derived from transportation, not from the sale of the commodity. Consequently, while both the tax reform and the switch to firm transportation reduced total revenues, neither impacted profitability. Revenues decreased $30.8 million for the first nine months of 1998, as compared to the prior year period, primarily due to lower firm sales resulting from weather that was 16.8% warmer. The results were also impacted by the same factors that effected the quarterly results. Gas Purchased for Resale Gas purchased for resale decreased $5.2 million and $15.4 million for the three and the nine month periods ending September 30, 1998 compared with comparable 1997 periods. The nine month decrease was principally due to weather related decreased sales volumes. Increased levels of firm transportation versus firm gas sales accounted for a portion of the decrease in both periods. Sources of gas supply include both contract and open-market purchases. SJG is responsible for securing and maintaining its own gas supplies to serve its customers. SJG-17 SJG has entered into long-term contracts for natural gas supplies, firm transportation, and firm gas storage service. The earliest that any of these contracts expire is October 2000. All of the transportation and storage service agreements between SJG and its interstate pipeline suppliers were made under Federal Energy Regulatory Commission (FERC) approved tariffs. SJG's cumulative obligation for demand charges and reservation fees paid to its suppliers for all of these services is approximately $4.9 million per month, which SJG recovers on a current basis through the LGAC. Operations A summary of net changes in utility operations for 1998 compared with 1997 is as follows (in thousands): Period Ended September 30, ---------------------------- Three Months Nine Months 1998 vs. 1997 1998 vs. 1997 ------------- ------------- Other Production Expense $1 $4 Transmission 33 52 Distribution (130) (337) Appliance Service 316 543 Customer Accounts and Services (3) 282 Sales (24) (34) Administration and General (135) 216 Other 14 (32) ------------- ------------- $72 $694 ============= ============= Distribution costs decreased for both periods in 1998 principally due to decreased meter exchange activity. The majority of the increase in Appliance Service expense comparisons was due to expenditures on advertising. Customer Accounts and Services costs increased in the first nine months of 1998 principally due to an increase in payroll expense. The payroll expense increase was offset in the third quarter by a reduction in bad debt expense. Administrative and General costs increased for the first nine months of 1998 principally due to increased employee benefits costs, however, these costs were more than offset during the third quarter by reductions in expenses for consultants and regulatory activities. Other Operating Expenses A summary of principal changes in other operating expenses for 1998 compared with 1997 is as follows (in thousands): SJG-18 Period Ended September 30, ---------------------------- Three Months Nine Months 1998 vs. 1997 1998 vs. 1997 ------------- ------------- Maintenance ($436) (574) Depreciation 291 862 Federal and State Income Taxes 530 7 Other Taxes (1,574) (14,102) The decrease in maintenance expense is principally due to utility production plant maintenance, which includes the amortization of environmental remediation costs (such decreases are offset by lower revenue recovery under SJG's RAC). Depreciation is higher principally due to increased investment in property, plant and equipment. Federal and State Income Tax changes reflect the impact of changes in pre-tax income and the impact of the energy tax reform legislation discussed under Operating Revenues. Other Taxes decreased because of the energy tax reform legislation. Interest Charges Interest charges increased in 1998 by $.7 million and $.4 million for the three and nine month periods, respectively, versus the comparable 1997 periods. Interest charges were increased for the three and nine month periods due to carrying higher levels of debt partially offset by lower interest rates. Short-term debt levels were reduced by the application of a $25.6 million cash equity infusion to SJG from SJI and the application of the net proceeds from the sale of the Mandatorily Redeemable Preferred Securities in May 1997. Preferred Securities Dividend Requirements Preferred Dividends increased in 1997 due to the issuance of $35.0 million of 8.35% SJG-guaranteed Mandatorily Redeemable Preferred Securities in May 1997 (See "Capital Resources"). Net Income Applicable to Common Stock The details affecting net income and earnings per common share are discussed under the appropriate captions above. Liquidity The seasonal nature of gas operations, the timing of construction and remediation expenditures and related permanent financing, as well as mandated tax and sinking fund payment dates require large short-term cash requirements. These are generally met by cash from operations and short-term lines of SJG-19 credit. The company maintains short-term lines of credit with a number of banks, aggregating $120.0 million of which $25.2 million was available at September 30, 1998. The credit lines are uncommitted and unsecured with interest rates below the prime rate. The changes in cash flows from operating activities are as follows (in thousands): Nine Months Ended September 30, 1998 vs. 1997 --------------- Increases/(Decreases): Net Income ($3,583) Depreciation and Amortization 895 Provision for Losses on Accounts Receivable (16) Revenues and Fuel Costs Deferred - Net (792) Deferred and Non-Current Income Taxes and Credits - Net 661 Environmental Remediation Costs - Net 1,935 Accounts Receivable 4,136 Inventories 80 Prepayments and Other Current Assets 786 Prepaid and Accrued Taxes - Net (5,974) Accounts Payable and Other Accrued Liabilities (20,581) Other - Net (4,412) ------------ Decrease in Net Cash from Operating Activities ($26,865) ============ Depreciation and Amortization are non-cash charges to income and do not impact cash flow. Changes in depreciation cost reflect the effect of additions and reductions to fixed assets. Increases in Revenues and Fuel Costs Deferred - Net reflect the impact of overcollection of fuel costs or the recovery of previously deferred fuel costs. Decreases reflect the impact of payments or credits to customers for amounts previously overcollected and the undercollection of fuel costs resulting from increases in natural gas costs. Increases in Deferred and Non-Current Federal Income Taxes and Credits - Net represent the excess of taxes accrued over amounts paid. Decreases reflect the impact of taxes paid in excess of amounts accrued. Generally, deferred income taxes related to deferred fuel costs will be paid in the next year. SJG-20 Changes in Environmental Remediation Costs - Net represent the difference between remediation expenditures and amounts collected under the RAC and insurance recoveries. Changes in Accounts Receivable are generally weather and price related. Changes impact cash flows when collected in subsequent periods. Changes in Inventories reflect the impact of seasonal requirements, temperatures and price changes. Changes in Prepaid and Accrued Taxes - Net reflect the impact of changes between taxes paid and taxes accrued. However, significant timing differences exist in cash flows during the year. In 1997, SJG paid the full year's Gross Receipts & Franchise Tax (GRAFT) on April 1 and amortized the remaining prepaid tax over the remainder of the year on the basis of gas volumes sold. As stated in Note 1, on January 1, 1998, the GRAFT was replaced with a 6% State Sales and Use Tax (SUT), a 9% State Corporate Business Tax (CBT) on income before taxes and a Transitional Energy Facilities Assessment (TEFA) on volumes of gas sold and transported. The TEFA will be phased out over five years beginning January 1, 1999. Approximately 50% of the new taxes are paid in monthly installments during the first six months of the year and the principal portion of the remaining taxes are paid on June 25, 1998, and on May 15 of each year thereafter. SJG uses short-term borrowings to make these tax payments which result in a temporary increase in the short-term debt level. Changes in Accounts Payable and Other Accrued Liabilities principally reflect a change in gas inventory purchasing practices mandated by the BPU and the impact of timing differences between the accrual and payment of costs. Regulatory Matters Rate Actions On January 27, 1997, the BPU granted SJG a total rate increase of $10.3 million. The $6.0 million base rate portion of the increase was based on a 9.62% rate of return on rate base, which included an 11.25% return on common equity. The majority of this increase comes from residential and small commercial customers. Part of the increase is recovered from new miscellaneous service fees which charge specific customers for costs they cause SJG to incur. Additionally, SJG's threshold for sharing pre-tax margins generated by interruptible and off-system sales and transportation (Sharing Formula) was increased from $4.0 million to $5.0 million. SJG keeps 100% of pre-tax margins up to the threshold level and 20% of such margins above that level. Later in 1997, the $5.0 million threshold was increased by $500,000 which is the annual revenue requirement associated with the completion of construction on a specified pipeline interconnection. At the beginning of 1999, this $5.5 million threshold will increase by another $2.3 million, also representative of the annual revenue requirement associated with major construction projects. On October 9, 1998, the BPU approved a revision to the Sharing Formula as part SJG-21 of an agreement to modify SJG's Temperature Adjustment Clause (TAC). The revision credits the first $750,000 above the applicable threshold level to the Levelized Gas Adjustment Clause (LGAC) customers. Thereafter, SJG keeps 20% of the pre-tax margins as it has historically. Rates of return are calculated by weighting SJG's individual capital cost rates by the proportion of each respective type of capital. This requires selecting appropriate capital structure ratios and determining the cost rate for each capital component as determined in each rate proceeding. In setting a rate of return, the BPU must provide a utility and its investors with a return that is commensurate with the risk to which the invested capital is exposed so that the utility has access to the capital required to meet its public service responsibility. Also on January 27, 1997, the BPU approved SJG's request for a $2.5 million revenue reduction through the TAC. This is the standard BPU procedure used to credit customers with previously collected revenues which were in excess of those allowed by the TAC (See "Energy Adjustment Clauses"). This revenue reduction reflects the TAC's normal operation, as does the BPU's confirmation of the decrease. On September 9, 1997, SJG filed with the BPU to adjust rates by replacing the GRAFT with SUT, CBT and TEFA components (See "Liquidity"). The new rates became effective January 1, 1998 on an interim basis and were made final effective July 13 , 1998. In September 1996, SJG filed to reduce rates through the 1996-1997 LGAC reflecting a $1.4 million decrease in natural gas costs. Updated 1996-1997 LGAC year results were rolled into the 1997-1998 LGAC which was filed with the BPU in September 1997. On September 12, 1997, and September 8, 1998, SJG made its annual LGAC, Temperature Adjustment Clause (TAC) and Demand Side Management Clause (DSMC) filings with the BPU. The LGAC and DSMC cover the period November 1 through October 31 of each year. The TAC period runs from October 1 through May 31. In the 1997-1998 filing, the company requested a $4.7 million increase in the annual LGAC recovery which includes the 1996-1997 LGAC year results referred to above. SJG updated this amount to $7.0 million in August 1998 and included this amount in its 1998-1999 LGAC filing. The 1998-1999 LGAC filing requested a decrease in rates of $414,000. The company also requested resolution of prior year filings along with the 1998-1999 filing. All filings are still pending at the BPU. On March 5, 1998, the BPU approved new appliance service rates. The new rates are competitive with those of other service providers in New Jersey and are designed to increase earnings and cash flows to SJG over the current rates. In April 1998, the BPU also authorized SJG to offer new appliance service contract plans and to service electric air conditioners. SJG-22 On June 8, 1998, SJG filed a petition with the BPU requesting a change in the way in which the TAC operates. The request was granted on October 9, 1998. As a result, SJG will experience reduced fluctuations in income when temperatures are warmer or colder than normal. On July 31, 1998, SJG filed a motion to further unbundle natural gas service. The BPU's Order of June 26, 1998, which expanded the current residential transportation pilot program, directed SJG to file a proposal in which full residential unbundling would take place on or before January 1, 1999. Many of the issues related to residential unbundling also relate to the commercial and industrial transportation program. Therefore, the motion encompasses issues surrounding both programs. A proposal to completely unbundle natural gas service on SJG's system is expected to be filed with the BPU in November 1998. Environmental Remediation SJG incurred and recorded costs for environmental clean up of sites where SJG or predecessor companies operated gas manufacturing plants. SJG terminated manufactured gas operations at all sites more than 35 years ago. Since the early 1980s, SJG has recorded environmental remediation costs of $91.8 million. The company has spent $41.1 million as of September 30, 1998. SJG, with the assistance of an outside consulting firm, estimates that future costs to clean up the sites will range from $50.7 million to $150.6 million. The company recorded the lower end of this range as a liability. It is reflected on the Condensed Consolidated Balance Sheet under the captions "Current Liabilities" and "Deferred Credits and Other Non-Current Liabilities." SJG's recorded environmental remediation costs do not directly affect earnings because those costs are deferred and recovered through rates over 7-year amortization periods as allowed by the BPU. SJG did not adjust the accrued liability for future insurance recoveries, which the company is pursuing. SJG received $4.2 million of insurance recoveries as of September 30, 1998. SJG used these proceeds to offset related legal fees and to reduce the balance of deferred environmental remediation costs. Recorded amounts include estimated costs based on projected investigation and remediation work plans using existing technologies. Actual costs could differ from the estimates due to the long-term nature of the projects, changing technology, government regulations and site specific requirements. As a result of the 7-year Remediation Adjustment Clause (RAC) recovery mechanism, SJG does not expense environmental remediation costs when incurred and defers costs to be recovered. SJG has two regulatory assets associated with environmental costs. The first regulatory asset is titled "Environmental Remediation Cost: Expended - Net." These expenditures represent what was actually spent to clean up former gas manufacturing plant sites. These costs meet the requirements of FASB No. 71, "Accounting for the Effects of Certain Types of Regulation." The BPU allowed SJG to recover these expenditures through July 1996 and petitions to recover these costs through July 1998 are pending. The other regulatory asset titled "Environmental Remediation Cost: Liability for Future Expenditures" relates to estimated future expenditures determined under the guidance of FASB No. 5, SJG-23 "Accounting for Contingencies." This amount, which relates to former manufactured gas plant sites, was recorded as a deferred debit with the corresponding amount reflected on the balance sheet under the captions "Current Liabilities" and "Deferred Credits and Other Non-Current Liabilities." The deferred debit is a regulatory asset under FASB No. 71, because the BPU's intent, as evidenced by its current practice, is to allow SJG to recover the deferred costs after they are expended. SJG files with the BPU to recover these costs in rates through its RAC. The BPU has consistently allowed the full recovery over 7-year periods, and SJG believes this will continue. As of September 30, 1998, SJG's unamortized remediation costs of $21.3 million are reflected on the balance sheet under the caption "Regulatory and Other Non-Current Assets." Since BPU approval of the RAC in August 1992, SJG has recovered $15.6 million through rates as of September 30, 1998. On July 31, 1996, 1997 and 1998, SJG filed with the BPU to recover an increase in remediation costs expended from August 1995 through July 1998 totaling $4.5 million. The BPU approved the 1996-1997 Remediation Adjustment Clause (RAC) filing on October 9, 1998. The 1997-1998 RAC filing has been updated and the results were included in the 1998-1999 RAC filing. Both filings are still pending at the BPU. Other Regulatory Asset Recovery The adoption of FASB No. 109, "Accounting for Income Taxes," in 1993 primarily resulted in creating a regulatory asset and a deferred income tax liability. As a result of positions taken in the 1994 rate case, the amortization of the asset is being recovered through rates over an 18-year period which began in December 1994. Also, FASB No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," adopted by the company in 1993, requires an accrual basis of accounting for retiree benefit payments during the years of employment. The company elected to recognize the unfunded transition obligation over a 20-year period beginning in 1993. The majority of the postretirement benefit costs were previously recoverable by SJG through rates on a pay-as-you-go basis. A December 1994 BPU order provided for partial recovery of costs associated with FASB No. 106 and prescribed continued deferral of unrecovered costs. Beginning January 1, 1998, the BPU approved full recovery of the net periodic benefit cost as well as recovery of the regulatory asset over a 15-year period. In 1995, an external trust was established towards funding postretirement benefit costs. Rate recovery in excess of SJG's pay-as-you-go requirement is contributed to the trust and provides no operating benefit to SJG except to the extent that trust income reduces future net periodic cost. Gross contributions to the trust amounted to $.9 million and $2.7 million for the three and nine months ended September 30, 1998, respectively. The balance of the regulatory asset amounted to $5.7 million at September 30, 1998. SJG-24 Other SJG is subject to claims which arise in the ordinary course of its business and other legal proceedings. The company sets up reserves when claims become apparent. SJG also maintains insurance and records probable insurance recoveries relating to outstanding claims. A group of Atlantic City casinos filed a petition with the BPU on January 16, 1996 alleging overcharges of over $10.0 million, including interest. A settlement has been arrived at in this litigation, under which SJG will make no payments. The group of casinos have issued general releases to SJG, and on September 4, 1998 the petition was withdrawn. Capital Resources The company has a continuing need for cash resources and capital, primarily to invest in new and replacement facilities and equipment and for environmental remediation costs. Net construction and remediation expenditures for the first nine months of 1998 amounted to $39.8 million. The costs for 1998, 1999 and 2000 are estimated at approximately $71.6 million, $52.2 million and $60.5 million, respectively. These investments are expected to be funded from several sources, which may include cash generated by operations, temporary use of short-term debt, sale of first mortgage bonds, capital leases and RAC recoveries. On March 21, 1997, SJG sold $35.0 million of its First Mortgage Bonds, 7.7% Series due 2027. On May 2, 1997, SJG's Delaware statutory trust subsidiary, SJG Capital Trust, sold $35.0 million of 8.35% SJG-guaranteed Mandatorily Redeemable Preferred Securities. The Trust holds as its sole asset the 8.35% Deferrable Interest Subordinated Debentures issued by SJG maturing April 30, 2037. The Debentures and Preferred Securities are redeemable at the option of SJG at a redemption price equal to 100% of the principal amount at any time on or after April 30, 2002. On October 21, 1998, SJG issued $30.0 million of debt under a Medium Term Note Program established October 5, 1998. Notes totaling $10.0 million were issued at 6.12%, maturing in 2010, and $20.0 million of notes were issued at 7.125%, maturing in 2018. The net proceeds of these note issuances were used to retire short-term debt and to fund capital expenditures. Ratio of Earnings to Fixed Charges The company's ratio of earnings to fixed charges for each of the periods indicated is as follows: SJG-25 Twelve Months Ended Years Ended December 31, September 30, - --------------------------------------------- ------------ 1993 1994 1995 1996 1997 1998 ---- ---- ---- ---- ---- ---- 2.6 2.1 2.3 2.5 2.6 2.2 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, excluding the cumulative effect of an accounting change. Fixed charges consist of interest charges and preferred securities dividend requirements and an interest factor in rentals. Other Event On October 14, 1998, SJI and Conectiv announced plans for a joint customer account services venture that will begin to provide meter reading services in southern New Jersey by the end of the year. The new venture will allow both companies to capitalize on the synergies that exist because their companies' territories overlap. Customers should benefit from the companies' collective ability to reduce meter reading costs. Inflation The ratemaking process provides that only the original cost of utility plant is recoverable in revenues as depreciation. Therefore, the excess cost of utility plant, stated in terms of current cost over the original cost of utility plant, is not presently recoverable. While the ratemaking process gives no recognition to the current cost of replacing utility plant, based on past practices, SJG believes it will be allowed to earn on the increased cost of its net investment as replacement of facilities actually occurs. Summary The company is confident it will have sufficient cash flow to meet its operating, capital and dividend needs and is taking and will take such actions necessary to employ its resources effectively. SJG-26 PART II OTHER INFORMATION Item l. Legal Proceedings Information required by this Item is incorporated by reference to Part I, Item 1, Note 6, on pages 12, 13 and 14 excluding the first two paragraphs of the Note, regarding contingencies, including pending litigation and the remediation and clean-up of certain sites which included manufactured gas operations. Item 6. Exhibits and Reports on Form 8-K b. No reports on Form 8-K were filed during the quarter for which this report is filed. SJG-27 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SOUTH JERSEY GAS COMPANY (Registrant) Dated: November 13, 1998 By: /s/ David A. Kindlick David A. Kindlick Senior Vice President, Finance & Rates Dated: November 13, 1998 By: /s/ William J. Smethurst, Jr. William J. Smethurst, Jr. Vice President and Treasurer SJG-28 SOUTH JERSEY GAS COMPANY Index to Exhibits Exhibit Number Description 27 Financial Data Schedule (Submitted only in electronic format to the Securities and Exchange Commission). SJG-29
EX-27 2 SJG EXHIBIT 27
UT 1,000 9-MOS DEC-31-1998 SEP-30-1998 PER-BOOK 480,463 666 64,409 106,360 1,121 653,019 5,848 102,817 51,537 160,202 35,000 2,134 166,853 94,800 0 0 8,876 0 0 0 185,154 653,019 204,221 7,120 173,069 180,189 24,032 0 24,032 13,912 10,120 2,317 7,803 12,386 11,182 7,442 3.34 3.34
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