UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF
1934
Date of
Report (Date of earliest event reported): November 23, 2009
NEW
JERSEY RESOURCES CORPORATION
(Exact
name of registrant as specified in its charter)
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New
Jersey
(State
or other jurisdiction
of
incorporation)
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1-8359
(Commission
File
Number)
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22-2376465
(IRS
Employer
Identification
No.)
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1415 Wyckoff Road
Wall, New Jersey
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07719
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(Address
of principal executive offices)
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(Zip
Code)
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(732) 938-1480
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
4.02(a) Non-reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
On
November 25, 2009, New Jersey Resources Corporation (the “Company”) filed
Amendment No. 1 to the Current Report on Form 8-K (“Amendment No. 1”), which
amended the originally filed Current Report on Form 8-K filed on November 23,
2009 (“Form 8-K). This Amendment No. 2 to the Current Report on Form
8-K (“Amendment No. 2”), incorporates all of the contents of the originally
filed Form 8-K combined with the changes explained in Amendment No.
1.
In
connection with the Company’s preparation of its consolidated financial
statements for the fiscal year ended September 30, 2009, the Company reassessed
its accounting for “park and loan” transactions executed through the Company’s
unregulated subsidiary, NJR Energy Services (“NJRES”).
NJRES
enters into park and loan transactions whereby it borrows natural gas from a
counterparty with an obligation to return the gas at a future
date. On November 17, 2009, management in consultation with the Audit
Committee of the Board of Directors of the Company, concluded that the Company
had been incorrectly accounting for gas in storage, gas purchase obligations,
embedded derivatives and demand fees associated with these park and loan
transactions. Specifically, NJR had been using a forward price to
value the inventory and gas purchases liability associated with “park and loan”
transactions. Both the natural gas that was received and the “park
and loan” liability should have been initially valued at the spot price on the
date NJRES received the gas. In addition, NJRES should have been
accounting for the obligation to return the gas as an embedded derivative, which
should have been fair valued (“marked to market”) at each subsequent balance
sheet reporting date until the gas was returned to the counterparty. As well,
the initial spread between the spot price of the borrowed gas liability on the
date of the transaction and the forward price, based on the date NJRES would
return the natural gas, should have been recognized into income on a ratable
basis over the term of the park and loan agreement. In addition, demand fees
related to these transactions were not but should have been recognized ratably
over the term of the contract.
Therefore,
the Company has determined that it must amend and restate its historical
consolidated financial statements for the fiscal quarters ended December 31,
2007, March 31, 2008, June 30, 2008, December 31, 2008, March 31, 2009 and June
30, 2009, to correct the errors described above. The Company intends
to file today amended Quarterly Reports on Form 10-Q for the quarters ended
December 31, 2008, March 31, 2009 and June 30, 2009, to correct the errors
described above. Since the effects of these errors are not as
significant on an annual basis as they are to the interim periods and because
the Company expects to file its fiscal 2009 Annual Report on Form 10-K by its
due date of November 30, 2009, the Company does not intend to amend its previous
Annual Report on Form 10-K for the fiscal year ended September 30,
2008. Rather, the errors affecting the fiscal year ended September
30, 2008 and annual periods prior thereto will be corrected as an immaterial
restatement of the affected amounts in the Company’s fiscal Annual
Report on Form 10-K.
The Audit
Committee and authorized officers of the Company have discussed the restatement
and the matters disclosed in this Form 8-K, as amended by Amendment No.1 and
Amendment No. 2, pursuant to this Item 4.02(a) with the Company’s independent
registered public accounting firm, Deloitte & Touche LLP, for all affected
periods.
In light
of the restatements, the Company concluded on November 17, 2009, that investors
should no longer rely on the Company’s previously filed financial statements and
other financial information for each of the fiscal quarters ended December 31,
2007, March 31, 2008, June 30, 2008, December 31, 2008, March 31, 2009 and June
30, 2009, contained in the Company’s Quarterly Reports on Form 10-Q for the
fiscal quarters ended December 31, 2008, March 31, 2009 and June 30, 2009, as
being in compliance with GAAP.
The
Company believes that the accounting changes described herein did not and will
not affect its day to day operations, cash flow or
liquidity. Importantly, total cash flows from operating activities
remains the same in any accounting period. These errors, while
impacting the Company’s reported results prepared in accordance with generally
accepted accounting principles (“GAAP”), have no impact on its non-GAAP
financial measure of net financial earnings (“NFE”), which excludes the impact
of unrealized derivative gains and losses, effects of economic hedging related
to inventory and demand fees related to park and loan
transactions. NFE is the key financial metric by which the Company
measures its profitability. Management believes NFE is more
reflective of the Company’s business model, provide transparency to investors
and enable period-to-period comparability of financial performance. A
reconciliation of all non-GAAP financial measures to the most directly
comparable financial measures calculated and reported in accordance with GAAP,
can be found in the Company’s Quarterly Reports on Form 10-Q for the applicable
periods.
In the
Quarterly Reports on Form 10-Q as previously filed, the Company reported under
Item 4 “Controls and Procedures,” that its disclosure controls and procedures
were not effective due in a material weakness in internal control over financial
reporting. Management, in consultation with the Audit Committee, has
concluded that the errors set forth herein constitute a material weakness in the
Company’s internal controls over financial reporting for the applicable periods
that have been restated but do not constitute a material weakness
at September 30, 2009, because management through its existing internal
controls over financial reporting identified the errors and corrected such
errors.
SIGNATURE
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 hereunto
duly authorized.
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NEW
JERSEY RESOURCES CORPORATION
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Date:
November 25, 2009
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By:
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/s/ Glenn C. Lockwood | ||
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Glenn
C. Lockwood
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Senior
Vice President and Chief Financial Officer
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