UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-08359
NEW JERSEY RESOURCES CORPORATION
| | | | | | | | | | | | | | | | | | | | |
(Exact name of registrant as specified in its charter) |
New Jersey | | 22-2376465 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| | | | | | |
1415 Wyckoff Road, | Wall, | New Jersey | 07719 | | (732) | 938‑1000 |
(Address of principal executive offices) | | (Registrant’s telephone number, including area code) |
| | | | | | | | |
Securities registered pursuant to Section 12 (b) of the Act: |
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common Stock ‑ $2.50 Par Value | NJR | New York Stock Exchange |
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 ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐ Yes ☒ No
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 ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
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Large accelerated filer | ☒ | | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The aggregate market value of the registrant’s common stock held by non-affiliates was $4,388,979,332 based on the closing price of $45.86 per share on March 31, 2022, as reported on the New York Stock Exchange.
The number of shares outstanding of $2.50 par value common stock as of November 14, 2022 was 96,386,496.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareowners (Proxy Statement) to be held on January 25, 2023, are incorporated by reference into Part I and Part III of this report.
New Jersey Resources Corporation
Explanatory Note
This Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2022, filed by New Jersey Resources Corporation, a New Jersey corporation (the “Company”), with the United States Securities and Exchange Commission on November 17, 2022 (the “Annual Report”), is filed solely to correct three typographical errors in Exhibit 23.1, the Consent of Independent Registered Public Accounting Firm (the “Consent”), such that the Consent, as filed, did not conform to the Consent actually provided to the Company by the Company’s auditor. The corrections fix (i) the dates cross-referencing the auditor’s opinions on the consolidated financial statements and the effectiveness of internal control over financial reporting of the Company and its subsidiaries, (ii) the reference to the Company’s fiscal year end and (iii) the auditor’s correct location. These changes to the originally filed version of Exhibit 23.1 do not affect the independent auditor’s opinions on the Company's consolidated financial statements included in the original Annual Report and this Amendment.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment.
Other than the inclusion of Exhibit 23.1 with the typographical errors corrected, there are no changes to the information contained in the Annual Report and this Amendment does not reflect events occurring after the Annual Report or modify or update the disclosures therein in any way.
New Jersey Resources Corporation
Part IV
EXHIBIT INDEX
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Exhibit Number | Exhibit Description |
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2.1 | |
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2.2 | |
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2.3 | |
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3.1 | |
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3.2 | |
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4.1 | |
| |
4.2 | |
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4.3 | |
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4.3(a) | |
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4.3(b) | |
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4.3(c) | |
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4.3(d) | |
| |
4.3(e) | |
| |
4.3(f) | |
| |
4.3(g) | |
| |
4.3(h) | |
| |
4.3(i) | |
| |
4.3(j) | |
New Jersey Resources Corporation
Part IV
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Exhibit Number | Exhibit Description |
| |
4.3(k) | |
| |
4.3(l) | |
| |
4.3(m) | |
| |
4.4 | |
| |
4.4(a) | |
| |
4.4(b) | |
| |
4.4(c) | |
| |
4.4(d) | |
| |
4.5 | |
| |
4.6 | |
| |
4.7 | |
| |
4.8 | |
| |
4.9 | |
| |
4.10 | |
| |
4.11 | |
| |
4.12 | |
| |
New Jersey Resources Corporation
Part IV
| | | | | |
Exhibit Number | Exhibit Description |
| |
4.13 | |
| |
4.14 | |
| |
4.15 | |
| |
4.16 | |
| |
4.17 | |
| |
4.18 | |
| | | | | |
4.19 | |
| |
4.20 | |
| |
4.21 | |
| |
4.22 | |
| |
4.23 | |
| |
4.24 | |
| |
4.25 | |
| |
4.26 | |
| |
4.27 | |
| |
4.28 | |
| |
4.29 | |
New Jersey Resources Corporation
Part IV
| | | | | |
Exhibit Number | Exhibit Description |
| |
4.30 | |
| |
4.31 | |
| |
4.32 | |
| |
4.33 | |
| |
4.34 | |
| |
10.1* | |
| |
10.1(a)* | |
| |
10.2 | |
| |
10.3* | |
| |
10.4* | |
| |
| |
10.5* | |
| |
10.6* | |
| |
10.7* | |
| |
10.8* | |
| |
10.9* | |
| |
10.10* | |
| |
10.11* | |
| |
New Jersey Resources Corporation
Part IV
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Exhibit Number | Exhibit Description |
| |
10.12* | |
| |
10.13* | |
| |
10.14* | |
| |
10.15* | |
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10.16* | |
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10.16(a)* | |
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10.16(b)* | |
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10.17 | |
| |
10.18 | |
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10.19* | |
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10.20* | |
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10.21* | |
| |
10.22* | |
| |
10.23* | |
| |
10.24* | |
| |
10.25* | |
| |
10.26* | |
| |
10.27* | |
| |
10.28* | |
New Jersey Resources Corporation
Part IV
| | | | | |
Exhibit Number | Exhibit Description |
| |
10.29* | |
| |
10.30* | |
| |
10.31* | |
| |
10.32* | |
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10.33* | |
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10.34* | |
| |
10.35* | |
| |
10.36* | |
| |
10.37* | |
| |
10.38* | |
| |
10.39* | |
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10.40* | |
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10.41* | |
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10.42* | |
| |
10.43 | 364-Day $250,000,000 Revolving Credit Facility, dated as of April 24, 2020 by and among New Jersey Resources Corporation and each of the Guarantors party thereto and the lenders party thereto, and PNC Bank, National Association and PNC Capital Markets LLC, SunTrust Robinson Humphrey, Inc. and TD Bank, N.A., as Joint Lead Arrangers, and Truist Bank and TB Bank, N.A., as Co- Syndication Agents (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on April 27, 2020) |
| |
10.44 | $500,000,000 Second Amended and Restated Credit Agreement, dated as of September 2, 2021, by and among New Jersey Resources Corporation, the guarantors thereto, the lenders party thereto, PNC Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Mizuho Bank, Ltd., as Syndication Agents, and U.S. Bank National Association, Bank of America, N.A., TD Bank, N.A. and The Bank of Nova Scotia, as Documentation Agents (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on September 9, 2021) |
New Jersey Resources Corporation
Part IV
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Exhibit Number | Exhibit Description |
| |
10.45 | $250,000,000 Second Amended and Restated Credit Agreement dated as of September 2, 2021, by and among New Jersey Natural Gas Company, the lenders party thereto, PNC Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Mizuho Bank, Ltd., as Syndication Agents, and U.S. Bank National Association, Bank of America, N.A., TD Bank, N.A., and The Bank of Nova Scotia, as Documentation Agents (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, as filed on September 9, 2021) |
| |
10.46 | $150,000,000 Term Loan Credit Agreement, dated as of February 8, 2022, by and among NJR, the guarantors thereto and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on February 11, 2022) |
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10.47 | |
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10.48 | |
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21.1** | |
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31.1+ | |
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31.2+ | |
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32.1+ † | |
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32.2+ † | |
| | |
101** | Interactive Data File {Annual Report on Form 10-K, for the fiscal year ended September 30, 2022, furnished in iXBRL (Inline eXtensible Business Reporting Language)} |
| | |
104+ | Cover Page Interactive Data File included in Exhibit 101 | |
________________________________
+ Filed herewith.
* Denotes compensatory plans or arrangements or management contracts.
** Previously filed with the original Annual Report on Form 10-K filed with the SEC on November 17, 2022.
† This certificate accompanies this report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by NJR for purposes of Section 18 or any other provision of the Exchange Act.
New Jersey Resources Corporation
Part IV
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| | | | | | | | |
| | NEW JERSEY RESOURCES CORPORATION |
| | (Registrant) |
| | |
Date: | February 9, 2023 | By:/s/ Roberto Bel |
| | Roberto Bel |
| | Senior Vice President and |
| | Chief Financial Officer |