DEBT

12 Months Ended

Sep. 30, 2017

9. DEBT

NJNG and NJR finance working capital requirements and capital expenditures through the issuance of various long-term debt and other financing arrangements, including unsecured credit and private placement debt shelf facilities. Amounts available under credit facilities are reduced by bank or commercial paper borrowings, as applicable, and any outstanding letters of credit.

Long-term Debt

The following table presents the long-term debt of the Company as of September 30:



(Thousands)			2017			2016
NJNG
First mortgage bonds:		Maturity date:
4.50%	Series II	August 1, 2023	$	—		$	10,300
4.60%	Series JJ	August 1, 2024	—			10,500
4.90%	Series KK	October 1, 2040	—			15,000
5.60%	Series LL	May 15, 2018	125,000			125,000
Variable	Series MM	September 1, 2027	9,545			9,545
Variable	Series NN	August 1, 2035	41,000			41,000
Variable	Series OO	August 1, 2041	46,500			46,500
3.15%	Series PP	April 15, 2028	50,000			50,000
3.58%	Series QQ	March 13, 2024	70,000			70,000
4.61%	Series RR	March 13, 2044	55,000			55,000
2.82%	Series SS	April 15, 2025	50,000			50,000
3.66%	Series TT	April 15, 2045	100,000			100,000
3.63%	Series UU	June 21, 2046	125,000			125,000
Capital lease obligation-buildings		June 1, 2021	11,617			14,262
Capital lease obligation-meters		Various dates	28,042			27,895
Less: Debt issuance costs			(6,262		)	(7,659		)
Less: Current maturities of long-term debt			(135,800		)	(11,452		)
Total NJNG long-term debt			569,642			730,891
NJR
6.05%	Unsecured senior notes	September 24, 2017	—			50,000
2.51%	Unsecured senior notes	September 15, 2018	25,000			25,000
3.25%	Unsecured senior notes	September 17, 2022	50,000			50,000
3.48%	Unsecured senior notes	November 7, 2024	100,000			100,000
3.20%	Unsecured senior notes	August 18, 2023	50,000			50,000
3.54%	Unsecured senior notes	August 18, 2026	100,000			100,000
Variable	Term loan	August 16, 2019	100,000			—
Less: Debt issuance costs			(770		)	(853		)
Less: Current maturities of long-term debt			(25,000		)	(50,000		)
Total NJR long-term debt			399,230			324,147
Clean Energy Ventures
Solar asset financing obligation		Various dates	32,790			—
Less: Current maturities of long-term debt			(4,582		)	—
Total Clean Energy Ventures long-term debt			28,208			—
Total long-term debt			$	997,080		$	1,055,038

Annual long-term debt redemption requirements, excluding capital leases, debt issuance costs and solar asset financing obligations, as of September 30, are as follows:



(Thousands)	NJNG		NJR
2018	$	125,000	$	25,000
2019	$	—	$	100,000
2020	$	—	$	—
2021	$	—	$	—
2022	$	—	$	50,000
Thereafter	$	547,045	$	250,000

NJNG

First Mortgage Bonds

NJNG and Trustee entered into the Mortgage Indenture, dated September 1, 2014, which secures all of the outstanding First Mortgage Bonds issued by NJNG. The Mortgage Indenture provides a direct first mortgage lien upon substantially all of the operating properties and franchises of NJNG (other than excepted property, such as cash on hand, choses-in-action, securities, rent, natural gas meters and certain materials, supplies, appliances and vehicles), subject only to certain permitted encumbrances. The Mortgage Indenture contains provisions subjecting after-acquired property (other than excepted property and subject to pre-existing liens, if any, at the time of acquisition) to the lien thereof.

NJNG’s Mortgage Indenture no longer contains a restriction on NJNG's ability to pay dividends. New Jersey Administrative Code 14:4-4.7 states that a public utility cannot issue dividends, without regulatory approval, if its equity to total capitalization ratio falls below 30 percent. As of September 30, 2017, NJNG’s equity to total capitalization ratio is 55.6 percent and has the ability to issue up to $960 million of FMB under the terms of the Mortgage Indenture.

NJNG has variable rate EDA Bonds with a total principal amount of $97 million and maturity dates ranging from September 2027 to August 2041. The EDA Bonds are not subject to optional tender while they bear interest at a LIBOR index rate. As of September 30, 2017, the interest rate on the EDA Bonds was 1.42 percent.

In June 2016, NJNG entered into a Note Purchase Agreement, under which NJNG issued $125 million of its 3.63 percent senior notes due June 2046. The notes are secured by an equal principal amount of NJNG’s FMB (series UU) issued under NJNG’s Mortgage Indenture. The proceeds of the notes will be used for general corporate purposes, including, but not limited to, refinancing or retiring short-term debt and funding capital expenditures.

On January 17, 2017, the Company completed the purchase of three FMBs in lieu of redemption with an aggregate principal amount totaling $35.8 million. The FMBs bore interest at rates ranging from 4.5 percent to 4.9 percent. The bonds purchased in lieu of redemption are being held by the Company to provide an opportunity to evaluate remarketing alternatives.

As of September 30, 2017, NJNG's $125 million, 5.6 percent senior notes, which will mature in May 2018, were classified as a current maturity of long-term debt.

Sale-Leasebacks

NJNG has entered into a sale-leaseback for its headquarters building, which has a 25.5-year term that expires in June 2021, subject to an option by NJNG to renew the lease for additional five-year terms a maximum of four times. The present value of the agreement’s minimum lease payments is reflected as both a capital lease asset and a capital lease obligation, which are included in utility plant and long-term debt, respectively, on the Consolidated Balance Sheets.

NJNG received $9.6 million, $7.1 million and $7.2 million for fiscal 2017, 2016 and 2015, respectively, in connection with the sale-leaseback of its natural gas meters. NJNG records a capital lease obligation that is paid over the term of the lease and has the option to purchase the meters back at fair value upon expiration of the lease. During fiscal 2017, 2016 and 2015, NJNG exercised early purchase options with respect to meter leases by making final principal payments of $2.4 million, $1.9 million and $768,000, respectively. NJNG continues to evaluate this sale-leaseback program based on current market conditions.

Contractual commitments for capital lease payments, as of the fiscal years ended September 30, are as follows:



(Thousands)	Lease Payments
2018		$	12,436
2019		9,675
2020		8,849
2021		5,862
2022		2,518
Thereafter		4,914
Subtotal		44,200
Less: Interest component		(4,494		)
Total		$	39,700

NJR

In March 2016, NJR entered into a Note Purchase Agreement, under which the Company issued, in August 2016, $50 million of the Company’s 3.2 percent senior notes due August 2023, and $100 million of the Company’s 3.54 percent senior notes due August 2026. The notes are not secured by assets, but are instead guaranteed by certain unregulated subsidiaries of the Company. The proceeds of the notes will be used for general corporate purposes, including working capital and capital expenditures.

On August 18, 2017, NJR entered into a $100 million credit agreement due August 16, 2019. The term loan will accrue interest at a variable rate determined monthly, which is LIBOR plus 70 basis points. The weighted average interest rate on the term loan as of September 30, 2017, was 1.95 percent. NJR had no long-term, variable-rate debt outstanding as of September 30, 2016.

As of September 30, 2017, NJR's $25 million, 2.51 percent debt shelf notes, which will mature in September 2018, were classified as a current maturity of long-term debt.

Clean Energy Ventures

During September 2017, Clean Energy Ventures entered into transactions to sell two commercial solar assets concurrent with agreements to lease the assets back over a period of seven years. These sale-leasebacks are treated as financing obligations, which are typically secured by the renewable energy facility asset and its future cash flows from SREC and energy sales. ITCs and other tax benefits associated with these solar projects will be transferred to the buyer. Clean Energy Ventures will continue to operate the solar assets, including related expenses, and retain the revenue generated from SRECs and energy sales. and has the option to renew the lease or repurchase the assets sold at the end of the lease term. Clean Energy Ventures received proceeds of $32.9 million in connection with these sale-leasebacks. Contractual commitments for the sale-leasebacks will be $2.7 million annually for the next five years and $5.3 million in the aggregate for all years thereafter.

Short-term Debt

A summary of NJR’s and NJNG’s short-term bank facilities as of September 30, are as follows:



(Thousands)	2017			2016
NJR
Bank revolving credit facilities:⁽¹⁾	$	425,000		$	425,000
Notes outstanding at end of period	$	255,000		$	121,700
Weighted average interest rate at end of period	2.14		%	1.43		%
Amount available at end of period ⁽²⁾	$	156,601		$	288,910
NJNG
Bank revolving credit facilities: ⁽³⁾	$	250,000		$	250,000
Commercial paper outstanding at end of period	$	11,000		$	—
Weighted average interest rate at end of period	1.13		%	—		%
Amount available at end of period ⁽⁴⁾	$	238,269		$	249,269


(1)	Committed credit facilities, which require commitment fees of .075 percent on the unused amounts.


(2)	Letters of credit outstanding total $13.4 million and $14.4 million as of September 30, 2017 and 2016, respectively, which reduces amount available by the same amount.


(3)	Committed credit facilities, which require commitment fees of .075 percent on the unused amounts.


(4)	Letters of credit outstanding total $731,000 as of September 30, 2017 and 2016, which reduces amount available by the same amount.

NJR

On September 28, 2015, NJR entered into a $425 million unsecured, committed credit facility scheduled to expire on September 28, 2020, subject to two mutual options for a one-year extension beyond that date. The NJR Credit Facility includes an accordion feature, which would allow NJR, in the absence of a default or event of default, to increase from time to time, with the existing or new lenders, the revolving credit commitments under the NJR Credit Facility in minimum $5 million increments up to a maximum of $100 million. The credit facility is used primarily to finance its share repurchases, to satisfy Energy Services’ short-term liquidity needs and to finance, on an initial basis, unregulated investments.

As of September 30, 2017, NJR had six letters of credit outstanding totaling $13.4 million. Three letters of credit totaling $10.4 million are issued on behalf of Energy Services and three letters of credit, which total $3 million, are issued on behalf of Clean Energy Ventures. These letters of credit reduce the amount available under NJR’s committed credit facility by the same amount. NJR does not anticipate that these letters of credit will be drawn upon by the counterparties, and they will be renewed as necessary.

Energy Services’ letters of credit are used for margin requirements for natural gas transactions, collateral and security deposit for retail gas sales and expire on dates ranging from December 2017 to September 2018. Clean Energy Ventures’ letters of credit are used to secure construction of ground-mounted solar projects and to secure obligations pursuant to an Interconnection Services Agreement. They expire on dates ranging from May 2018 to August 2018.

Neither NJNG nor the results of its operations are obligated or pledged to support the NJR credit or debt shelf facilities.

NJNG

NJNG has a $250 million, five-year, revolving, unsecured credit facility, which expires in May 2019. The NJNG Credit Facility permits the borrowing of revolving loans and swing loans, as well as the issuance of letters of credit. It also permits an increase to the facility, from time to time, with the existing or new lenders, in a minimum of $15 million increments up to a maximum of $50 million at the lending banks’ discretion.

As of September 30, 2017, NJNG has two letters of credit outstanding for $731,000. NJNG’s letters of credit are used as collateral for remediation projects and expire in August 2018. These letters of credit reduce the amount available under NJNG’s committed credit facility by the same amount. NJNG does not anticipate that these letters of credit will be drawn upon by the counterparty and will be renewed as necessary.