form12b-25.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
12b-25
SEC
File Number: 1-8359
CUSIP
Number: 646025106
NOTIFICATION
OF LATE
FILING
(Check
One): x Form
10-K o Form
11-K o Form
20-F o
Form 10-Q o Form
N-SARo Form
N-CSR
For
Period Ended: September 30, 2007
o Transition
Report on Form 10-K
o Transition
Report on Form 20-F
o Transition
Report on Form 11-K
o Transition
Report on Form 10-Q
o Transition
Report on Form N-SAR
For
the
Transition Period Ended:
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If
the
notification relates to a portion of the filing checked above, identify the
item(s) to which the notification relates:
PART
I
REGISTRANT
INFORMATION
New
Jersey Resources
Corporation
Full
Name of Registrant
N/A
Former
Name if Applicable
1415 Wyckoff Road
Address
of Principal Executive Office (Street and number)
Wall,
New Jersey
07719
City,
State and Zip Code
PART
II
RULE
12b-25 (b) and (c)
If
the subject report could not be
filed without unreasonable effort or expense and the registrant seeks relief
pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.)
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(a)
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The
reasons described in reasonable detail in Part III of this form could
not
be eliminated without unreasonable effort or
expense;
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(b)
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The
subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date;
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x
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or
the subject quarterly report or transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof, will
be
filed on or before the fifth calendar day following the prescribed
due
date; and
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART
III
NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR or the transition report or portion thereof, could not be filed within
the
prescribed time period:
New
Jersey Resources Corporation (the “Company”) was unable to file its Annual
Report on Form 10-K for the year ended September 30, 2007, by the prescribed
due
date of November 29, 2007, without unreasonable effort and
expense.
In
connection with the Company’s preparation of its consolidated financial
statements for the fiscal year ended September 30, 2007, the Company reassessed
its accounting treatment and disclosures for its derivative instruments under
Statement of Financial Accounting Standards 133 “Accounting for Derivative
Instruments and Hedging Activities” (“SFAS 133”). The
requirements of SFAS 133 are highly technical and complex and have been subject
to an evolving interpretation by the accounting community, professional
standards organizations and the Securities and Exchange
Commission.
As
a result of this accounting assessment, the Company determined that certain
of
its derivative instruments have not qualified as cash flow hedges under SFAS
133
as they did not meet the definition for “critical-terms-match,” as defined under
paragraph 65 of SFAS 133 and related authoritative accounting literature issued
by various standard setting bodies and their related interpretations for all
fiscal periods. Therefore, the Company has determined that it must
amend and restate certain of its historical consolidated financial statements
and make appropriate changes in the preparation of its consolidated financial
statements
for the year ended September 30, 2007. The Chairman of the Company’s
Audit Committee, as authorized by the full Audit Committee, has discussed the
restatement with its independent registered public accounting firm for all
affected periods.
In
light of the restatement, investors should no longer rely on the Company’s
previously filed financial statements and other financial information for
each
of the fiscal years ended September 30, 2006 and September 30, 2005 and the
reports of its independent registered public accounting firm on such
financial statements, and the quarterly reports for the periods ended June
30,
2007, March 31, 2007 and December 31, 2006, as well as selected financial
data
for each of the fiscal years 2002 through 2006 as being in compliance with
Generally Accepted Accounting Principles (“GAAP”). Investors should
also no longer rely on the Company’s previously announced unaudited results for
the fourth quarter and fiscal year ended September 30, 2007 as being in
compliance with GAAP. Investors should also no longer rely on the
Company’s previously issued earnings guidance for fiscal 2008 of $3.20 to $3.30
per basic share on a GAAP basis.
To
economically hedge against market risk due to fluctuations in the price of
natural gas and the value of its transportation contracts, certain unregulated
subsidiaries of the Company, enter into futures contracts and swap agreements
to
hedge purchases, sales and transportation of natural gas. The Company
believed that these derivative instruments qualified as cash flow hedges as
a
result of matching critical terms between the derivative instrument and the
related forecasted transaction.
Based
on these determinations, certain unregulated subsidiaries of the Company
recorded changes in the fair value of the effective portion of these derivative
instruments qualifying as cash flow hedges under the “critical-terms-match”
criteria of SFAS 133, net of tax, as a component of comprehensive income, which
is included in “accumulated other comprehensive income” (“AOCI”), a component of
Total Common Stock Equity in the Consolidated Balance
Sheets.
As
the Company has determined the hedging relationships did not meet the
“critical-terms-match,” the related derivative instruments did not qualify as
cash flow hedges and the mark to market gains or losses on the derivative
instruments are required to be reflected in the Consolidated Statement of Income
for each period rather than deferred as a component of AOCI until the forecasted
transaction is settled.
The
Company believes that the changes to its accounting treatment of these
derivative instruments did not and will not affect its day to day operations,
cash flow or liquidity. By recognizing changes in the fair value of
derivative instruments in the Consolidated Statement of Income in each period
during the existence of the derivative instrument, rather than when the
forecasted transaction is settled, results in quarterly changes to previously
reported AOCI, retained earnings, operating income and net
income. However, over the life of the derivative instruments there is
no cumulative change in operating income, net income or total common stock
equity. Importantly, total cash flows from operating activities are
the same in any accounting period under either accounting
treatment. The Company will now recognize the changes in the fair
value of these derivative instruments in accounting periods earlier than those
in which the related purchases or sales of the natural gas actually
occur.
The
decision to delay the filing of the annual report on Form 10-K for the year
ended September 30, 2007, is to provide time for management and the Audit
Committee to complete the Company’s financial statements and for the Company’s
independent registered public accounting firm to complete its audit of the
financial statements. The Company is working diligently on the
process of revising its historical financial statements and completing the
fiscal 2007 financial statements and intends to complete the restatement
of its
financial statements as expeditiously as possible, but cannot predict when
the
audit of the restated financial statements by its independent registered
accounting firm will be completed or when the Company’s fiscal 2007 Form 10-K
will be filed.
PART
IV
OTHER
INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification
Glenn
C.
Lockwood (732) 938-1491
(Name) (Area
code) (Telephone
Number)
(2) Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the
answer is no, identify report(s). x
Yes o No
(3) Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?x Yes o
No
If
so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
As
set forth in the Company’s previously released unaudited financial results on
November 15, 2007, the Company reported earnings per basic share for the fiscal
year ended September 30, 2007, of $88.4 million, or $3.17 per basic share,
compared with $78.5 million, or $2.82 per basic share, for fiscal
2006. The Company is still assessing what adjustments are necessary
to the Consolidated Statements of Income and cannot at this time estimate what
its earnings per basic share for the year ended September 30, 2007, will
ultimately be. The Company is in the process of determining the
impact on any individual year or quarter. Based upon these changes to
its accounting treatment of these derivative instruments, the Company estimates
that the results of the restatement will significantly decrease net income
for
the year ended September 30, 2007, will significantly increase net income for
the year ended September 30, 2006 and will significantly decrease net income
for
the year ended September 30, 2005. However, total cash flows are the
same in any accounting period under either accounting
treatment.
New
Jersey Resources Corporation
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized:
Date:
November 30,
2007
By: /s/ Glenn C. Lockwood
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Senior
Vice President and Chief Financial
Officer
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