sjiform10q2q2008.htm
 


 


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

            (Mark one)
[X]
        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

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 1-6364

SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

New Jersey
22-1901645 
(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)
 
Common Stock
 
($1.25 par value per share)
New York Stock Exchange
(Title of each class)
(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

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 [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
            Large accelerated filer [X]                  Accelerated filer [   ]               Non-accelerated filer [   ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ]  No [X]

  As of August 1, 2008, there were 29,728,697 shares of the registrant’s common stock outstanding.
 
 




 
 
 

 
 



 
 
 
PART I - FINANCIAL INFORMATION
 
Item 1.  Financial Statements - See Pages 3 through 20

 









 
SJI - 2

 

 
             
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
(In Thousands Except for Per Share Data)
 
             
   
Three Months Ended
 
   
June 30,
 
   
2008
   
2007
 
             
             
Operating Revenues:
           
  Utility
  $ 93,163     $ 92,404  
  Nonutility
    42,677       79,256  
                 
      Total Operating Revenues
    135,840       171,660  
                 
Operating Expenses:
               
  Cost of Sales - (Excluding depreciation)
               
                    - Utility
    59,855       60,255  
                    - Nonutility
    63,875       60,349  
  Operations
    18,888       16,628  
  Maintenance
    1,635       1,430  
  Depreciation
    7,238       6,891  
  Energy and Other Taxes
    2,116       2,220  
                 
      Total Operating Expenses
    153,607       147,773  
                 
Operating (Loss) Income
    (17,767 )     23,887  
                 
Other Income and Expense
    458       517  
                 
Interest Charges
    (5,487 )     (6,188 )
                 
(Loss) Income Before Income Taxes
    (22,796 )     18,216  
                 
Income Taxes
    9,286       (7,622 )
                 
Equity in Earnings of Affiliated Companies
    229       216  
                 
(Loss) Income from Continuing Operations
    (13,281 )     10,810  
                 
Loss from Discontinued Operations - (Net of tax benefit)
    (1 )     (55 )
                 
      Net (Loss) Income
  $ (13,282 )   $ 10,755  
                 
Basic Earnings Per Common Share:
               
  Continuing Operations
  $ (0.447 )   $ 0.367  
  Discontinued Operations
    (0.000 )     (0.002 )
                 
      Basic Earnings Per Common Share
  $ (0.447 )   $ 0.365  
                 
Average Shares of Common Stock Outstanding - Basic
    29,728       29,465  
                 
Diluted Earnings Per Common Share:
               
  Continuing Operations
  $ (0.447 )   $ 0.366  
  Discontinued Operations
    (0.000 )     (0.002 )
                 
      Diluted Earnings Per Common Share
  $ (0.447 )   $ 0.364  
                 
Average Shares of Common Stock Outstanding - Diluted
    29,728       29,571  
                 
Dividends Declared per Common Share
  $ 0.270     $ 0.245  
                 
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
         
                 
 
 
SJI - 3

 
             
SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES
 
             
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
(In Thousands Except for Per Share Data)
 
             
   
Six Months Ended
 
   
June 30,
 
   
2008
   
2007
 
             
             
Operating Revenues:
           
  Utility
  $ 329,575     $ 357,688  
  Nonutility
    154,312       182,398  
                 
      Total Operating Revenues
    483,887       540,086  
                 
Operating Expenses:
               
  Cost of Sales - (Excluding depreciation)
               
                    - Utility
    221,280       253,220  
                    - Nonutility
    169,206       150,853  
  Operations
    38,882       35,536  
  Maintenance
    3,487       2,902  
  Depreciation
    14,425       13,902  
  Energy and Other Taxes
    6,982       7,304  
                 
      Total Operating Expenses
    454,262       463,717  
                 
Operating Income
    29,625       76,369  
                 
Other Income and Expense
    739       882  
                 
Interest Charges
    (11,501 )     (13,157 )
                 
Income Before Income Taxes
    18,863       64,094  
                 
Income Taxes
    (7,878 )     (26,532 )
                 
Equity in Earnings of Affiliated Companies
    446       422  
                 
Income from Continuing Operations
    11,431       37,984  
                 
Loss from Discontinued Operations - (Net of tax benefit)
    (25 )     (203 )
                 
      Net Income
  $ 11,406     $ 37,781  
                 
Basic Earnings Per Common Share:
               
  Continuing Operations
  $ 0.385     $ 1.291  
  Discontinued Operations
    (0.001 )     (0.007 )
                 
      Basic Earnings Per Common Share
  $ 0.384     $ 1.284  
                 
Average Shares of Common Stock Outstanding - Basic
    29,684       29,414  
                 
Diluted Earnings Per Common Share:
               
  Continuing Operations
  $ 0.383     $ 1.286  
  Discontinued Operations
    (0.000 )     (0.006 )
                 
      Diluted Earnings Per Common Share
  $ 0.383     $ 1.280  
                 
Average Shares of Common Stock Outstanding - Diluted
    29,809       29,527  
                 
Dividends Declared per Common Share
  $ 0.540     $ 0.490  
                 
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
         


 
SJI - 4

 



 
             
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
 
(In Thousands)
 
             
   
Three Months Ended
 
   
June 30,
 
   
2008
   
2007
 
             
             
             
             
Net (Loss) Income
  $ (13,282 )   $ 10,755  
                 
Other Comprehensive Income, Net of Tax:*
               
                 
  Unrealized (Loss) Gain on Available-for-Sale Securities
    (42 )     114  
  Unrealized Gain on Derivatives - Other
    1,298       1,342  
  Unrealized Gain (Loss) on Derivatives - Other from Affiliated Companies
    2,124       (66 )
                 
     Other Comprehensive Income - Net of Tax*
    3,380       1,390  
                 
Comprehensive (Loss) Income
  $ (9,902 )   $ 12,145  
                 
                 
   
Six Months Ended
 
   
June 30,
 
   
2008
   
2007
 
                 
                 
                 
                 
Net Income
  $ 11,406     $ 37,781  
                 
Other Comprehensive Income, Net of Tax:*
               
                 
  Unrealized (Loss) Gain on Available-for-Sale Securities
    (280 )     180  
  Unrealized Gain on Derivatives - Other
    519       1,407  
  Unrealized Gain (Loss) on Derivatives - Other from Affiliated Companies
    193       (66 )
                 
     Other Comprehensive Income - Net of Tax*
    432       1,521  
                 
Comprehensive Income
  $ 11,838     $ 39,302  
                 
* Determined using a combined statutory tax rate of 41.08%.
               
                 
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
       
                 


 
SJI - 5

 



SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES
 
             
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
(In Thousands)
 
   
Six Months Ended
 
   
June 30,
 
   
2008
   
2007
 
             
Net Cash Provided by Operating Activities
  $ 86,315     $ 112,384  
                 
Cash Flows from Investing Activities:
               
   Capital Expenditures
    (28,134 )     (27,745 )
   Net (Purchase) Proceeds from Sale of Restricted Investments in Margin Account
    (21,157 )     10,404  
   Purchase of Restricted Investments with Escrowed Loan Proceeds
    (54 )     (313 )
   Merchandise Loans
    (1,583 )     (1,670 )
   Proceeds from Merchandise Loans
    1,891       2,090  
   Purchase of Company Owned Life Insurance
    (3,722 )     (3,722 )
   Investment in Affiliate
    (87 )     (2,137 )
   Advances on Notes Receivable - Affiliate
    (1,200 )     -  
                 
Net Cash Used in Investing Activities
    (54,046 )     (23,093 )
                 
Cash Flows from Financing Activities:
               
   Net Repayments of Lines of Credit
    (4,090 )     (85,675 )
   Principal Repayments of Long-Term Debt
    (25,052 )     (2,319 )
   Dividends on Common Stock
    (8,016 )     (7,208 )
   Proceeds from Sale of Common Stock
    2,076       3,098  
                 
Net Cash Used in Financing Activities
    (35,082 )     (92,104 )
                 
Net Decrease in Cash and Cash Equivalents
    (2,813 )     (2,813 )
Cash and Cash Equivalents at Beginning of Period
    11,678       7,932  
                 
Cash and Cash Equivalents at End of Period
  $ 8,865     $ 5,119  
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
               


 
SJI - 6

 



 
             
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
(In Thousands)
 
             
             
   
June 30,
   
December 31,
 
   
2008
   
2007
 
             
             
Assets
           
             
Property, Plant and Equipment:
           
  Utility Plant, at original cost
  $ 1,144,044     $ 1,123,992  
    Accumulated Depreciation
    (285,386 )     (276,301 )
  Nonutility Property and Equipment, at cost
    118,228       112,971  
    Accumulated Depreciation
    (13,570 )     (11,793 )
                 
        Property, Plant and Equipment - Net
    963,316       948,869  
                 
Investments:
               
  Available-for-Sale Securities
    6,234       6,734  
  Restricted
    27,672       6,460  
  Investment in Affiliates
    2,107       1,694  
                 
        Total Investments
    36,013       14,888  
                 
Current Assets:
               
  Cash and Cash Equivalents
    8,865       11,678  
  Accounts Receivable
    149,402       111,899  
  Unbilled Revenues
    9,560       48,304  
  Provision for Uncollectibles
    (5,358 )     (5,491 )
  Natural Gas in Storage, average cost
    113,756       123,790  
  Materials and Supplies, average cost
    3,175       2,777  
  Deferred Income Taxes - Net
    4,160       -  
  Prepaid Taxes
    19,379       6,878  
  Derivatives - Energy Related Assets
    42,556       23,270  
  Other Prepayments and Current Assets
    6,690       5,225  
                 
        Total Current Assets
    352,185       328,330  
                 
Regulatory and Other Noncurrent Assets:
               
  Regulatory Assets
    187,053       188,688  
  Prepaid Pension
    7,328       1,970  
  Derivatives - Energy Related Assets
    9,262       10,941  
  Unamortized Debt Issuance Costs
    7,124       7,386  
  Notes Receivable - Affiliate
    1,200       -  
  Contract Receivables
    12,661       13,220  
  Other
    18,727       15,149  
                 
        Total Regulatory and Other Noncurrent Assets
    243,355       237,354  
                 
              Total Assets
  $ 1,594,869     $ 1,529,441  
                 
                 
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
         
 
 
 
SJI - 7

 
             
SOUTH JERSEY INDUSTRIES, INC. AND SUBSIDIARIES
 
             
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
(In Thousands)
 
             
             
   
June 30,
   
December 31,
 
   
2008
   
2007
 
             
             
Capitalization and Liabilities
           
             
Common Equity:
           
  Common Stock
  $ 37,161     $ 37,010  
  Premium on Common Stock
    251,024       248,449  
  Treasury Stock (at par)
    (181 )     (187 )
  Accumulated Other Comprehensive Loss
    (9,883 )     (10,315 )
  Retained Earnings
    201,486       206,123  
                 
        Total Common Equity
    479,607       481,080  
                 
Long-Term Debt
    332,845       357,896  
                 
        Total Capitalization
    812,452       838,976  
                 
Minority Interest
    1,314       440  
                 
Current Liabilities:
               
  Notes Payable
    114,200       118,290  
  Current Maturities of Long-Term Debt
    106       106  
  Accounts Payable
    138,497       101,154  
  Customer Deposits and Credit Balances
    18,809       18,475  
  Margin Account Liability
    -       4,112  
  Environmental Remediation Costs
    18,233       25,827  
  Taxes Accrued
    10,261       5,310  
  Derivatives - Energy Related Liabilities
    56,956       13,735  
  Deferred Income Taxes - Net
    -       20,251  
  Deferred Contract Revenues
    4,508       5,231  
  Dividends Payable
    8,027       -  
  Interest Accrued
    6,323       6,657  
  Pension and Other Postretirement Benefits
    841       805  
  Other Current Liabilities
    7,291       8,358  
                 
        Total Current Liabilities
    384,052       328,311  
                 
Deferred Credits and Other Noncurrent Liabilities:
               
  Deferred Income Taxes - Net
    183,350       175,686  
  Investment Tax Credits
    1,991       2,150  
  Pension and Other Postretirement Benefits
    28,677       29,036  
  Environmental Remediation Costs
    46,348       52,078  
  Asset Retirement Obligations
    23,951       24,604  
  Derivatives - Energy Related Liabilities
    13,814       4,190  
  Derivatives - Other
    2,346       2,484  
  Regulatory Liabilities
    81,478       55,779  
  Other
    15,096       15,707  
                 
        Total Deferred Credits
               
          and Other Noncurrent Liabilities
    397,051       361,714  
                 
Commitments and Contingencies  (Note 12)
               
                 
              Total Capitalization and Liabilities
  $ 1,594,869     $ 1,529,441  
                 
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
         


 
SJI - 8

 

Notes to Unaudited Condensed Consolidated Financial Statements

1.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

GENERAL - South Jersey Industries, Inc. (SJI or the Company) currently provides a variety of energy related products and services primarily through the following subsidiaries:

 
South Jersey Gas Company (SJG) is a regulated natural gas utility. SJG distributes natural gas in the seven southernmost counties of New Jersey.

 
South Jersey Resources Group, LLC (SJRG) markets wholesale natural gas storage, commodity and transportation in the mid-Atlantic and southern states.

 
Marina Energy, LLC (Marina) develops and operates on-site energy-related projects.

 
South Jersey Energy Company (SJE) acquires and markets natural gas and electricity to retail end users and provides total energy management services to commercial and industrial customers.

 
South Jersey Energy Service Plus, LLC (SJESP) installs residential and small commercial HVAC systems, provides plumbing services and services appliances via the sale of  appliance service programs.

BASIS OF PRESENTATION — The condensed consolidated financial statements include the accounts of SJI, its wholly owned subsidiaries and subsidiaries in which we have a controlling interest. All significant intercompany accounts and transactions have been eliminated. In management’s opinion, the condensed consolidated financial statements reflect all normal and recurring adjustments needed to fairly present SJI’s financial position and operating results at the dates and for the periods presented. SJI’s businesses are subject to seasonal fluctuations and, accordingly, this interim financial information should not be the basis for estimating the full year’s operating results. As permitted by the rules and regulations of the Securities and Exchange Commission, the accompanying unaudited condensed consolidated financial statements contain certain condensed financial information and exclude certain footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). These financial statements should be read in conjunction with SJI’s 2007 Annual Report on Form 10-K for a more complete discussion of the Company’s accounting policies and certain other information.

REVENUE BASED TAXES — SJI collects certain revenue-based energy taxes from customers. Such taxes include New Jersey State Sales Tax, Transitional Energy Facility Assessment (TEFA) and Public Utilities Assessment (PUA). State sales tax is recorded as a liability when billed to customers and is not included in revenue or operating expenses. TEFA and PUA are included in both utility revenue and cost of sales and totaled $1.3 million and $1.4 million in the three months ended June 30, 2008 and 2007, and $5.0 million and $5.4 million in the six months ended June 30, 2008 and 2007, respectively.

CAPITALIZED INTEREST — SJG capitalizes interest on construction at the rate of return on rate base utilized by the New Jersey Board of Public Utilities (BPU) to set rates in its last base rate proceeding. Marina capitalizes interest on construction projects in progress based on the actual cost of borrowed funds. SJG’s amounts are included in Utility Plant and Marina’s amounts are included in Nonutility Property and Equipment on the condensed consolidated balance sheets. Interest Charges are presented net of capitalized interest on the condensed consolidated statements of income. The amount of interest capitalized by SJI for the three and six months ended June 30, 2008 and 2007 was not significant.

DERIVATIVE INSTRUMENTS — The Company manages its risks of purchases and sales, as well as natural gas in storage, using a variety of derivative instruments that include forward contracts, swap agreements, options contracts and futures contracts.  These contracts are measured at fair value and recorded in Derivatives — Energy Related Assets or Derivatives — Energy Related Liabilities on the condensed consolidated balance sheets. The consolidated net unrealized pre-tax loss of $43.3 million and the net unrealized pre-tax gain of $10.3 million  were recorded in earnings during the three months ended June 30, 2008 and 2007, respectively.  For the six months ended June 30, 2008 and 2007, the net unrealized pre-tax loss of $69.7 million and $9.0 million, respectively were recorded in earnings.  These unrealized gains and losses are included with realized gains and losses in Operating Revenues – Nonutility.

 
 
SJI - 9

 
 


As part of its gas purchasing strategy, SJG uses financial contracts through SJRG to hedge against forward price risk. The costs or benefits of these short-term contracts are recoverable through SJG’s Basic Gas Supply Service (BGSS) clause, subject to BPU approval. As of June 30, 2008 and December 31, 2007, SJG had $23.8 million of benefits and $2.1 million of costs, respectively, included in its BGSS related to open financial contracts.

The Company has entered into interest rate derivatives and similar agreements to hedge exposure to increasing interest rates, and the impact of those rates on cash flows of variable-rate debt. These interest rate derivatives are included in Derivatives-Other on the condensed consolidated balance sheets. There have been no significant changes to the Company’s active interest rate swaps since December 31, 2007 which are described in Note 1 to the Consolidated Financial Statements in Item 8 of SJI’s Annual Report on Form 10-K as of December 31, 2007.

The differential to be paid or received as a result of these swap agreements is accrued as interest rates change and is recognized as an adjustment to interest expense. As of June 30, 2008 and December 31, 2007, the net unrealized loss on these swaps was $2.3 million and $2.5 million, respectively. The market value represents the amount SJI would have to pay the counterparty to terminate these contracts as of those dates. For selected interest rate derivatives, the market value upon termination can be recovered in rates and has therefore been included in Other Regulatory Assets in the condensed consolidated balance sheets in accordance with FAS 71 “Accounting for the Effects of Certain Types of Regulation.” The remaining interest rate derivatives have been designated as cash flow hedges.

GAS EXPLORATION AND DEVELOPMENT - The Company capitalizes all costs associated with gas property acquisition, exploration and development activities under the full cost method of accounting. Capitalized costs include costs related to unproved properties, which are not amortized until proved reserves are found or it is determined that the unproved properties are impaired. All costs related to unproved properties are reviewed quarterly to determine if impairment has occurred. As of June 30, 2008, $4.2 million related to the acquisition of interests in proved and unproved properties in Pennsylvania is included with Nonutility Property and Equipment on the condensed consolidated balance sheets.

TREASURY STOCK – SJI uses the par value method of accounting for treasury stock. As of June 30, 2008, SJI held 144,664 shares of treasury stock. These shares are related to deferred compensation arrangements where the amounts earned are held in the stock of SJI.

NEW ACCOUNTING PRONOUNCEMENTS — In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America, and expands disclosures about fair value measurements. This statement was effective in fiscal years beginning after November 15, 2007. However for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis, FAS 157 is effective in fiscal years beginning after November 15, 2008.  The adoption of the initial phase of this statement did not have a material effect on the Company’s condensed consolidated financial statements. Management does not anticipate that the adoption of the remainder of this statement will have a material effect on the Company’s condensed consolidated financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.”  The statement permits entities to choose to measure certain financial instruments and certain other items at fair value that are not currently required to be measured at fair value.  The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  This statement is effective for the first fiscal year beginning after November 15, 2007.  The Company has not elected this fair value option, and as a result, the adoption of this statement did not have a material effect on the Company’s condensed consolidated financial statements.

In April 2007, the FASB posted FASB Staff Position (FSP) FIN 39-1 “Amendment of FASB Interpretation No. 39” which addresses questions received by the FASB staff regarding Interpretation 39 relating to the offsetting of amounts recognized for forward, interest rate swap, currency swap, option, and other conditional or exchange contracts.  The guidance in this FSP is effective for fiscal years beginning after November 15, 2007.  The adoption of this position did not have a material effect on the Company’s condensed consolidated financial statements.

 
 
SJI - 10

 
 


In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations.” The statement requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. This statement is effective for the first fiscal year beginning after December 15, 2008. Management is currently evaluating the impact that the adoption of this statement will have on the Company’s condensed consolidated financial statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements.” The statement requires all entities to report noncontrolling (minority) interests in subsidiaries in the same way—as equity in the consolidated financial statements. Moreover, Statement No. 160 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. This statement is effective for the first fiscal year beginning after December 15, 2008. Management is currently evaluating the impact that the adoption of this statement will have on the Company’s condensed consolidated financial statements.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment of SFAS No. 133” (FAS 161). This Statement requires disclosures of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. FAS 161 is effective for fiscal years beginning after November 15, 2008. Management is currently evaluating the impact that the adoption of this statement will have on the Company’s condensed consolidated financial statements.

CORRECTION IN THE PRESENTATION OF THE STATEMENT OF CASH FLOWS - The following items represent corrections made to the six months ended June 30, 2007 on the statements of condensed consolidated cash flows:

·
Cash flows related to merchandise loans to customers for the purpose of attracting conversions to natural gas heating systems should have been classified under the caption Cash Flows from Investing Activities on the statements of condensed consolidated cash flows. Accordingly, cash outflows for loans originated of $1.7 million and cash inflows from the principal collection on these loans of $2.1 million during the six months ended June 30, 2007 are now included within Cash Flows from Investing Activities. The overall net impact resulted in an insignificant amount of Cash Flows from Operating Activities for the six months ended June 30, 2007 now being included within Cash Flows from Investing Activities.
·
Cash flows related to unused loan proceeds that are held in restricted escrow accounts were incorrectly presented on a net basis with the cash flows related to the restricted margin account that is used to support the Company’s risk management activities within Cash Flows from Investing Activities on the statements of condensed consolidated cash flows. Accordingly, purchases of restricted investments with unused loan proceeds of $0.3 million during the six months ended June 30, 2007 is now included in Purchase of Restricted Investments with Escrowed Loan Proceeds. The cash flows related to the restricted margin account remain in Net Proceeds from Sale of Restricted Investments in Margin Account. This change had no overall impact on total Cash Flows from Investing Activities on the statements of condensed consolidated cash flows. 

These changes did not impact previously reported revenue or net income and are considered immaterial to the overall presentation of the condensed consolidated financial statements.

 
 
SJI - 11

 
 


2.           STOCK-BASED COMPENSATION PLAN:

Under the Amended and Restated 1997 Stock-Based Compensation Plan, no more than 2,000,000 shares in the aggregate may be issued to SJI's officers (Officers), non-employee directors (Directors) and other key employees. The plan will terminate on January 26, 2015, unless terminated earlier by the Board of Directors. No options were granted or outstanding during the six months ended June 30, 2008 and 2007. No stock appreciation rights have been issued under the plan. During the six months ended June 30, 2008 and 2007, SJI granted 45,241 and 44,106 restricted shares to Officers and other key employees, respectively.   These restricted shares vest over a three-year period and are subject to SJI achieving certain market based performance targets as compared to a peer group average, which can cause the actual amount of shares that ultimately vest to range from between 0% to 150% of the original share units granted. During the six months ended June 30, 2008, SJI granted 8,667 restricted shares to Directors. Shares issued to Directors vest over a three-year service period but contain no performance conditions. As a result, 100% of the shares granted generally vest.

See Note 2 to the Consolidated Financial Statements in Item 8 of SJI’s Annual Report on Form 10-K as of December 31, 2007 for the related accounting policy.

The following table summarizes the nonvested restricted stock awards outstanding at June 30, 2008 and the assumptions used to estimate the fair value of the awards:

 
Grant
 
Shares
 
Fair Value
 
Expected
 
Risk-Free
 
Date
 
Outstanding
 
Per Share
 
Volatility
 
Interest Rate
                     
 Officers & Key Employees -
Jan. 2006
 
35,310
 
$
27.950
 
16.9%
 
4.5%
 
Jan. 2007
 
38,624
 
$
29.210
 
18.5%
 
4.9%
 
Jan. 2008
 
44,479
 
$
34.030
 
21.7%
 
2.9%
                     
 Directors -
Dec. 2005
 
6,340
 
$
29.970
 
-
 
-
 
Dec. 2006
 
9,261
 
$
34.020
 
-
 
-
 
Jan. 2008
 
8,667
 
$
36.355
       

Expected volatility is based on the actual daily volatility of SJI’s share price over the preceding three-year period as of the valuation date. The risk-free interest rate is based on the zero-coupon U.S. Treasury Bond, with a term equal to the three-year term of the Officers’ and other key employees’ restricted shares. As notional dividend equivalents are credited to the holders, which are reinvested during the three-year service period, no reduction to the fair value of the award is required. As the Directors’ restricted stock awards contain no performance conditions and dividends  are paid or credited to the holder during the three-year service period, the market value of  these awards on the date of grant approximates the fair value.
 
The following table summarizes the total compensation cost for the three and six months ended June 30, 2008 and 2007 (in thousands):

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
                         
Officers & Key Employees
 
$
271
   
$
250
   
$
572
   
$
498
 
Directors
   
67
     
52
     
134
     
104
 
Total Cost
   
338
     
302
     
706
     
602
 
                                 
Capitalized
   
(37
)
   
(26
)
   
(75
)
   
(53
)
Net Expense
 
$
301
   
$
276
   
$
631
   
$
549
 

As of June 30, 2008, there was $2.4 million of total unrecognized compensation cost related to nonvested share-based compensation awards granted under the restricted stock plans. That cost is expected to be recognized over a weighted average period of 2.1 years.

 
 
SJI - 12

 
 


The following table summarizes information regarding restricted stock award activity during the six months ended June 30, 2008 excluding accrued dividend equivalents:

   
Officers & Other
Key Employees
 
Directors
 
Weighted Average
Grant Date
Fair Value
             
Nonvested Shares Outstanding, January 1, 2008
   
110,968
 
15,601
 
$
28.136
Granted
   
45,241
 
8,667
   
34.404
Vested*
   
(34,311
)
-
   
25.155
Forfeited
   
(3,485
)
-
   
29.801
Nonvested Shares Outstanding, June 30, 2008
   
118,413
 
24,268
 
$
31.181
                 
* Actual shares awarded to officers upon vesting, including dividend equivalents and adjustments for performance measures totaled 51,838 shares.

During the six months ended June 30, 2008 and 2007, SJI awarded 51,838 shares at a market value of $1.9 million and 69,781 shares at a market value of $2.3 million, respectively. The Company has a policy of issuing new shares to satisfy its obligations under these plans; therefore, there are no cash payment requirements resulting from the normal operation of this plan. However, a change in control could result in such shares becoming nonforefeitable or immediately payable in cash.  At the discretion of the Officers, Directors and other key employees, the receipt of vested shares can be deferred until future periods.  These deferred shares are included in Treasury Stock on the condensed consolidated balance sheets.

3.           DISCONTINUED OPERATIONS:

Discontinued Operations consist of the environmental remediation activities related to the properties of South Jersey Fuel, Inc. (SJF) and the product liability litigation and environmental remediation activities related to the prior business of The Morie Company, Inc. (Morie). SJF is a subsidiary of Energy & Minerals, Inc. (EMI), an SJI subsidiary, which previously operated a fuel oil business. Morie is the former sand mining and processing subsidiary of EMI. EMI sold the common stock of Morie in 1996. 

SJI conducts tests annually to estimate the environmental remediation costs for these properties.

Summarized operating results of the discontinued operations for the three and six months ended June 30, were (in thousands, except per share amounts):

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
Loss before Income Taxes:
                       
Sand Mining
 
$
(25
)
 
$
(63
)
 
$
(51
)  
$
(280
)
Fuel Oil
   
23
     
(8
)
   
12
     
(19
)
Income Tax Benefits
   
1
     
16
     
14
     
96
 
Loss from Discontinued Operations — Net
 
$
(1
)  
$
(55
)
 
$
(25
)  
$
(203
)
Earnings Per Common Share from
                               
Discontinued Operations — Net:
                               
Basic
 
$
(0.000
)  
$
(0.002
)
 
$
(0.001
)  
$
(0.007
)
Diluted
 
$
(0.000
)  
$
(0.002
)
 
$
(0.000
)  
$
(0.006
)


 
 
SJI - 13

 
 


 4.           COMMON STOCK:

The following shares were issued and outstanding at June 30:

   
2008
 
Beginning Balance, January 1
   
29,607,802
 
New Issues During Period:
       
Dividend Reinvestment Plan
   
60,390
 
Stock-Based Compensation Plan
   
60,505
 
Ending Balance, June 30
   
29,728,697
 

The par value ($1.25 per share) of stock issued was recorded in Common Stock and the net excess over par value of approximately $2.6 million, was recorded in Premium on Common Stock.
 
EARNINGS PER COMMON SHARE — Basic EPS is based on the weighted-average number of common shares outstanding. EPS is presented in accordance with FASB Statement No. 128, “Earnings Per Share,” which establishes standards for computing and presenting basic and diluted EPS.    The incremental shares required for inclusion in the denominator for the diluted EPS calculation were 105,615 shares for the three months ended June 30, 2007 and 125,327 and 113,948 shares for the six months ended June 30, 2008 and 2007, respectively.  Incremental shares of 127,068 for the three months ended June 30, 2008 were not included in the denominator for the diluted EPS calculation because they would have an antidilutive effect on EPS.  These shares relate to SJI’s restricted stock as discussed in Note 2.

DIVIDEND REINVESTMENT PLAN (DRP) — Through April 2008, shares of common stock offered through the DRP have been new shares issued directly by SJI. Beginning in April 2008, shares of common stock offered by the DRP have been purchased in open market transactions. During the three months ended June 30, 2008, 12,511 shares of SJI common stock were purchased in open market transactions to satisfy the obligations of the DRP.
 
 5.
 
RESTRICTED INVESTMENTS:

In accordance with the terms of the Marina and certain SJG loan agreements, unused proceeds are required to be escrowed pending approved construction expenditures. As of June 30, 2008 and December 31, 2007, the escrowed proceeds, including interest earned, totaled $6.5 million.

SJRG maintains a margin account with a national investment firm to support its risk management activities. The balance required to be held in this margin account increases as the net value of the outstanding energy related financial contracts with this investment firm decreases.  As of June 30, 2008,  the balance in this account was $21.2 million. As of December 31, 2007, the Company  was holding $4.1 million in a margin account received from this investment firm as the value of the related financial contracts  had increased. The balance as of December 31, 2007 is reflected in Margin Account Liability on the condensed consolidated balance sheets.

6.           SEGMENTS OF BUSINESS:

SJI operates in several different reportable operating segments. Gas Utility Operations (SJG) consists primarily of natural gas distribution to residential, commercial and industrial customers. Wholesale Gas Operations include SJRG’s activities. SJE is involved in both retail gas and retail electric activities. Retail Gas and Other Operations include natural gas acquisition and transportation service business lines. Retail Electric Operations consist of electricity acquisition and transportation to commercial and industrial customers. On-Site Energy Production consists of Marina’s thermal energy facility and other energy-related projects. Appliance Service Operations includes SJESP’s servicing of appliances via the sale of appliance service programs as well as on a time and materials basis, and the installation of residential and small commercial HVAC systems.

 
 
SJI - 14

 
 


Information about SJI's operations in different reportable operating segments is presented below (in thousands):

             
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
 2008
   
2007
   
2008
   
2007
   
Operating Revenues:
                         
Gas Utility Operations
 
$
93,571
   
$
95,995
   
$
331,475
   
$
373,859
   
Wholesale Gas Operations
   
(29,867
)
   
15,789
     
(3,603
)
   
36,883
   
Retail Gas and Other Operations
   
43,588
     
40,016
     
100,965
     
98,733
   
Retail Electric Operations
   
17,304
     
13,133
     
33,563
     
25,577
   
On-Site Energy Production
   
12,206
     
9,458
     
22,969
     
19,182
   
Appliance Service Operations
   
4,239
     
3,728
     
9,209
     
7,696
   
Corporate & Services
   
4,528
     
3,403
     
8,996
     
6,786
   
Subtotal
   
145,569
     
181,522
     
503,574
     
568,716
   
Intersegment Sales
   
(9,729
)
   
(9,862
)
   
(19,687
)
   
(28,630
)
 
Total Operating Revenues
 
$
135,840
   
$
171,660
   
$
483,887
   
$
540,086
   
                                   
Operating (Loss) Income:
                                 
Gas Utility Operations
 
$
10,081
   
$
11,176
   
$
57,429
   
$
57,447
   
Wholesale Gas Operations
   
(31,641
)
   
9,638
     
(37,648
)
   
13,305
   
Retail Gas and Other Operations
   
107
     
251
     
1,989
     
(56
)
 
Retail Electric Operations
   
576
     
822
     
1,037
     
1,377
   
On-Site Energy Production
   
2,502
     
2,119
     
4,936
     
4,124
   
Appliance Service Operations
   
32
     
(274
)
   
1,028
     
(71
)
 
Corporate and Services
   
576
     
155
     
854
     
243
   
Total Operating (Loss) Income
 
$
(17,767
)
 
$
23,887
   
$
29,625
   
$
76,369
   
                                   
Depreciation and Amortization:
                                 
Gas Utility Operations
 
$
7,762
   
$
7,234
   
$
15,479
   
$
14,446
   
Wholesale Gas Operations
   
15
     
20
     
31
     
36
   
Retail Gas and Other Operations
   
5
     
3
     
9
     
5
   
Appliance Services Operations
   
77
     
70
     
154
     
132
   
On-Site Energy Production
   
753
     
719
     
1,505
     
1,501
   
Corporate and Services
   
104
     
64
     
201
     
121
   
Total Depreciation and Amortization
 
$
8,716
   
$
8,110
   
$
17,379
   
$
16,241
   
                                   
Interest Expense:
                                 
Gas Utility Operations
 
$
4,618
   
$
4,792
   
$
9,593
   
$
10,032
   
Wholesale Gas Operations
   
62
     
444
     
206
     
1,195
   
Retail Gas and Other Operations
   
32
     
32
     
108
     
136
   
On-Site Energy Production
   
779
     
918
     
1,610
     
1,794
   
Corporate and Services
   
244
     
766
     
625
     
1,870
   
               Subtotal
   
5,735
     
6,952
     
12,142
     
15,027
   
Intersegment Borrowings
   
(248
)
   
(764
)
   
(641
)
   
(1,870
)
 
Total Interest Expense
 
$
5,487
   
$
6,188
   
$
11,501
   
$
13,157
   
                                   
Property Additions:
                                 
Gas Utility Operations
 
$
12,136
   
$
12,744
   
$
23,271
   
$
24,293
   
Wholesale Gas Operations
   
-
     
-
     
3,338
     
-
   
Retail Gas and Other Operations
   
-
     
22
     
-
     
31
   
Appliance Service Operations
   
18
     
116
     
20
     
144
   
On-Site Energy Production
   
1,012
     
1,652
     
1,241
     
3,400
   
Corporate and Services
   
342
     
446
     
708
     
653
   
Total Property Additions
 
$
13,508
   
$
14,980
   
$
28,578
   
$
28,521
   


 
 
SJI - 15

 
 


  
   
June 30,
 2008
   
December 31,
2007
 
             
Identifiable Assets:
           
Gas Utility Operations
 
$
1,237,860
   
$
1,227,162
 
Wholesale Gas Operations
   
170,163
     
142,848
 
Retail Gas and Other Operations
   
42,293
     
42,735
 
Retail Electric Operations
   
11,856
     
7,082
 
On-Site Energy Production
   
125,994
     
124,982
 
Appliance Service Operations
   
16,325
     
16,060
 
Discontinued Operations
   
2,164
     
2,604
 
Corporate and Services
   
62,850
     
58,274
 
Subtotal
   
1,669,505
     
1,621,747
 
Intersegment Assets
   
(74,636
)
   
(92,306
)
Total Identifiable Assets
 
$
1,594,869
   
$
1,529,441
 

7.           RATES AND REGULATORY ACTIONS:

SJG is subject to the rules and regulations of the BPU. There have been no significant regulatory actions or changes to SJG’s rate structure since December 31, 2007. See Note 9 to the Consolidated Financial Statements in Item 8 of SJI’s Annual Report on Form 10-K as of December 31, 2007.

8.           REGULATORY ASSETS & REGULATORY LIABILITIES:

Other than the Deferred Gas Costs and Revenues — Net, discussed below, there have been no significant changes to the nature of the Company’s regulatory assets and liabilities since December 31, 2007 which are described in Note 10 to the Consolidated Financial Statements in Item 8 of SJI’s Annual Report on Form 10-K as of December 31, 2007.

Regulatory Assets consisted of the following items (in thousands):

   
June 30,
2008
   
December 31,
2007
 
Environmental Remediation Costs:
           
Expended - Net 
 
$
38,605
   
$
25,960
 
Liability for Future Expenditures
   
60,685
     
73,880
 
Income Taxes-Flowthrough Depreciation
   
3,218
     
3,707
 
Deferred Asset Retirement Obligation Costs
   
21,847
     
21,572
 
Deferred Pension and Other Postretirement Benefit Costs
   
32,497
     
32,686
 
Temperature Adjustment Clause Receivable
   
1,045
     
6,516
 
Conservation Incentive Program Receivable
   
24,471
     
18,173
 
Societal Benefit Costs Receivable
   
567
     
2,952
 
Premium for Early Retirement of Debt
   
1,289
     
1,370
 
Other Regulatory Assets
   
2,829
     
1,872
 
                 
      Total Regulatory Assets  
$
187,053
   
$
188,688
 

Regulatory Liabilities consisted of the following items (in thousands):
 
   
June 30,
2008
   
December 31,
2007
 
Excess Plant Removal Costs
 
$
48,776
   
$
48,705
 
Liability for NJCEP
   
1,842
     
2,797
 
Deferred Gas Costs and Revenues - Net
   
28,108
     
2,586
 
Other
   
2,752
     
1,691
 
                 
Total Regulatory Liabilities
 
$
81,478
   
$
55,779
 
 

 
 
SJI - 16

 
 


DEFERRED  GAS COSTS AND REVENUES — NET — Over/under collections of gas costs are monitored through SJG’s Basic Gas Supply Service Clause mechanism. Net undercollected gas costs are classified as a regulatory asset and net overcollected gas costs are classified as a regulatory liability. Derivative contracts used to hedge SJG’s natural gas purchases are also included in the BGSS, subject to BPU approval. The BGSS regulatory liability increased from $2.6 million at December 31, 2007 to $28.1 million at June 30, 2008. A change in the fair value of SJG’s energy related derivatives accounted for $25.9 million of the fluctuation.

9.           PENSION AND OTHER POSTRETIREMENT BENEFITS:

For the three and six months ended June 30, 2008 and 2007, net periodic benefit cost related to the employee and officer pension and other postretirement benefit plans consisted of the following components (in thousands):

 
Pension Benefits
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
Service Cost
 
$
761
   
$
722
   
$
1,599
   
$
1,851
 
Interest Cost
   
2,169
     
1,703
     
4,160
     
4,302
 
Expected Return on Plan Assets
   
(2,697
)
   
(2,152
)
   
(5,209
)
   
(5,603
)
Amortizations:
                               
Prior Service Cost
   
74
     
63
     
146
     
164
 
Actuarial Loss
   
406
     
442
     
804
     
1,032
 
Net Periodic Benefit Cost
   
713
     
778
     
1,500
     
1,746
 
Capitalized Benefit Costs
   
(269
)
   
(267
)
   
(525
)
   
(633
)
Total Net Periodic Benefit Expense
 
$
444
   
$
511
   
$
975
   
$
1,113
 
                                 
 
Other Postretirement Benefits
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
Service Cost
 
$
219
   
$
223
   
$
484
   
$
531
 
Interest Cost
   
741
     
612
     
1,478
     
1,458
 
Expected Return on Plan Assets
   
(559
)
   
(477
)
   
(1,097
)
   
(1,137
)
Amortizations:
                               
Prior Service Credits
   
(91
)
   
(81
)
   
(177
)
   
(193
)
Actuarial Loss
   
188
     
138
     
372
     
329
 
Net Periodic Benefit Cost
   
498
     
415
     
1,060
     
988
 
Capitalized Benefit Costs
   
(166
)
   
(146
)
   
(375
)
   
(378
)
Total Net Periodic Benefit Expense
 
$
332
   
$
269
   
$
685
   
$
610
 

Capitalized benefit costs reflected in the table above relate to SJG’s construction program.

During February 2008, SJI contributed $5.9 million to its pension plans.  No contribution was made during the six months ended June 30, 2007.  SJI does not expect to make additional contributions to its employee pension plans in 2008; however, changes in future investment performance and discount rates may ultimately result in a contribution.

See Note 11 to the Consolidated Financial Statements in Item 8 of SJI’s Annual Report on Form 10-K as of December 31, 2007, for additional information related to SJI’s pension and other postretirement benefits.

10.          RETAINED EARNINGS:

SJG is restricted as to the amount of cash dividends or other distributions that may be paid on its common stock by an order issued by the BPU in July 2004 that granted SJG an increase in base rates. Per the order, SJG is required to maintain total common equity of no less than $289.2 million. SJG’s total common equity balance was $397.3 million at June 30, 2008.

 
 
SJI - 17

 
 


Various loan agreements also contain potential restrictions regarding the amount of cash dividends or other distributions that SJG may pay on its common stock. As of June 30, 2008, these loan restrictions did not affect the amount that may be distributed from either SJG’s or SJI’s retained earnings.

11.          UNUSED LINES OF CREDIT:

Bank credit available to SJI totaled $416.0 million at June 30, 2008, of which $180.8 million, inclusive of $66.6 million of letters of credit, was used. Those bank facilities consist of a $100.0 million revolving credit facility and $76.0 million of uncommitted bank lines available to SJG; and a $200.0 million revolving credit facility and $40.0 million of uncommitted bank lines available to SJI. In June 2008, SJG used $25.0 million of the revolving credit facility to repurchase its outstanding auction-rate Series A 2006 Bonds at par. The revolving credit facilities expire in August 2011 and contain one financial covenant regarding the ratio of total debt to total capitalization, measured on a quarterly basis. SJI and SJG were in compliance with this covenant as of June 30, 2008. Borrowings under these credit facilities are at market rates. The average borrowing cost, which changes daily, was 2.85% and 5.72% at June 30, 2008 and 2007, respectively.
 
12.           COMMITMENTS AND CONTINGENCIES:

GUARANTEES — The Company has recorded a liability of $2.0 million in Other Noncurrent Liabilities on the condensed consolidated balance sheets as of June 30, 2008 and December 31, 2007 for the fair value of the following guarantees:

·      In April 2007, SJI guaranteed certain obligations of LVE Energy Partners, LLC (LVE) an unconsolidated joint venture in which Marina has a 50% equity interest. LVE entered into a 25-year contract with a resort developer to design, build, own and operate a district energy system and central energy center for a planned resort in Las Vegas, Nevada. LVE began construction of the facility in 2007 and expected to provide full energy services upon completion of the resort in 2010 (See Note 14 – Subsequent Event). SJI will invest at least $30.0 million during the construction period as discussed below.

SJI has issued a performance guaranty for up to $180.0 million to the resort developer to ensure that certain construction milestones relating to the development of the thermal facility are met. Concurrently, SJI is the beneficiary of a surety bond purchased by the project’s general contractor that provides SJI with assurance that construction of the thermal facility will meet those same milestones. In addition, SJI has guaranteed the obligations of LVE under certain insurance policies during the construction period.  The maximum amount that SJI could be obligated for, in the event that LVE does not have sufficient resources to make deductible payments on future claims under these insurance policies, is approximately $6.0 million.  SJI has also guaranteed certain performance obligations of LVE under the operating agreements between LVE and the resort, up to $20.0 million each year for the term of the agreement, commencing with the first year of operations.  SJI and the partner in this joint venture have entered into reimbursement agreements that secure reimbursement for SJI of a proportionate share of any payments made by SJI on these guarantees.  

·      In August 2007, SJI guaranteed certain obligations of BC Landfill Energy, LLC (BCLE), an unconsolidated joint venture in which Marina has a 50% equity interest. BCLE has entered into a 20 year agreement with a county government to lease and operate a facility that will produce electricity from landfill methane gas. The facility went online in the fourth quarter of 2007. Although unlikely, the maximum amount that SJI could be obligated for, in the event that BCLE does not meet minimum specified levels of operating performance and no mitigating action is taken, or is unable to meet certain financial obligations as they become due, is approximately $4.0 million each year.  SJI and the partner in this joint venture have entered into reimbursement agreements that secure reimbursement for SJI of a proportionate share of any payments made by SJI on these guarantees.  
 
CAPITAL CONTRIBUTION OBLIGATION - In December 2007, Marina and its joint venture partner agreed to each contribute approximately $30.0 million of equity to LVE as part of its construction period financing. LVE will initially use bank and bond financing to fund project construction and then expects to use contributed equity to complete the project. Marina’s obligation is secured by an irrevocable letter of credit from a bank. In the event of a default by LVE on its financing arrangements, the partners may be required to make the equity contributions prior to the end of the construction period.  (See Note 14 – Subsequent Event)
 

 
 
SJI - 18

 
 

STANDBY LETTERS OF CREDIT — As of June 30, 2008, SJI provided $66.6 million of standby letters of credit through SJI’s revolving credit facility. Letters of credit in the amount of $62.3 million support the variable-rate demand bonds issued through the New Jersey Economic Development Authority (NJEDA) to finance Marina’s thermal plant project. The additional outstanding letters of credit total $4.3 million, and were posted to enable SJE to market retail electricity and for various construction activities.

 ENVIRONMENTAL REMEDIATION COSTS — SJI incurred and  recorded costs for environmental cleanup of 12 sites where SJG or its predecessors operated gas manufacturing plants. SJG stopped manufacturing gas in the 1950s. SJI and some of its nonutility subsidiaries also accrued costs for environmental cleanup of sites where SJF previously operated a fuel oil business and Morie maintained equipment, fueling stations and storage. There have been no changes to the status of the Company’s environmental remediation efforts since December 31, 2007 as described in Note 14 to the Consolidated Financial Statements in Item 8 of SJI’s Annual Report on Form 10-K as of December 31, 2007.   However, the lower end of the range of expected remediation costs, which is recorded as a liability on the condensed consolidated balance sheets, has decreased $13.3 million since December 31, 2007.  This decrease is the result of expenditures of $14.6 million during the first and second quarter of 2008 and revised forecasts of expected remediation costs for all sites as additional information has become available.

13.            FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Effective January 1, 2008, SJI adopted the provisions of FAS 157 that relate to financial assets and financial liabilities as discussed in Note 1.  FAS 157 establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques.  The levels of the hierarchy are described below:
 
·
Level 1:  Observable inputs such as quoted prices in active markets for identical assets or liabilities.
 
·
Level 2:  Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
 
·
Level 3:  Unobservable inputs that reflect the reporting entity’s own assumptions.
Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and financial liabilities and their placement within the fair value hierarchy.

For financial assets and financial liabilities measured at fair value on a recurring basis, information about the fair value measurements for each major category as of June 30, 2008 is as follows (in thousands):

   
Total
   
Level 1
   
Level 2
   
Level 3
 
Assets
 
                       
Available-for-Sale Securities (A)
 
$
6,234
   
$
6,234
   
$
-
   
$
-
 
Derivatives – Energy Related Assets (B)
   
51,818
     
40,937
     
10,881
     
-
 
   
$
58,052
   
$
47,171
   
$
10,881
   
$
-
 
                                 
Liabilities
                               
                                 
Derivatives – Energy Related Liabilities (B)
 
$
70,770
   
$
57,032
   
$
13,738
   
$
-
 
Derivatives – Other (C)
   
2.346
     
-
     
2,346
     
-
 
   
$
73,116
   
$
57,032
   
$
16,084
   
$
-
 
                                 

(A) Available-for-Sale Securities are valued using the quoted principal market close prices that are provided by the trustees of these securities.

(B) Derivatives – Energy Related Assets and Liabilities are valued using quoted market sources in active markets. When this pricing is not available, contracts are valued using broker or dealer quotes or auction prices.

(C) Derivatives – Other are valued using quoted prices on commonly quoted intervals, which are interpolated for periods different than the quoted intervals, as inputs to a market valuation model. Market inputs can generally be verified and model selection does not involve significant management judgment.  

 
 
SJI - 19

 
 


14.            SUBSEQUENT EVENT

During 2007, LVE began construction of a district energy system and central energy center for a planned resort in Las Vegas, Nevada (See Note 12). In August 2008, the developer of the planned resort announced that it was delaying construction of the project for nine to twelve months due to a difficult environment in the capital markets and weak economic conditions. As of June 30, 2008, the Company has approximately $0.3 million included in Investment in Affiliates on the condensed consolidated balance sheets related to this project. The district energy system and central energy center are being financed by LVE with debt that is non-recourse to SJI and includes a guaranty by the developer of certain fixed payments to be made under the Energy Sales Agreement until the project begins commercial operations.  During 2007, the Company and its joint venture partner agreed to each contribute approximately $30.0 million of equity to LVE as part of its construction period financing.  The Company's obligation is secured by an irrevocable letter of credit from a bank.  In the event of a default by LVE on its financing arrangements, the partners may be required to make the equity contributions prior to the end of the construction period.
 

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements and Risk Factors — Certain statements contained in this Quarterly Report may qualify as “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this Report should be considered forward-looking statements made in good faith and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “believe”, “expect”, “estimate”, “forecast”, “goal”, “intend”, “objective”, “plan”, “project”, “seek”, “strategy” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements. These risks and uncertainties include, but are not limited to, the following: general economic conditions on an international, national, state and local level; weather conditions in our marketing areas; changes in commodity costs; changes in the availability of natural gas; “non-routine” or “extraordinary” disruptions in our distribution system; regulatory, legislative and court decisions; competition; the availability and cost of capital; costs and effects of legal proceedings and environmental liabilities; the failure of customers, suppliers or business partners to fulfill their contractual obligations; and changes in business strategies.

A discussion of these and other risks and uncertainties may be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 and in other filings made by us with the Securities and Exchange Commission. These cautionary statements should not be construed by you to be exhaustive and they are made only as of the date of this Quarterly Report on Form 10-Q, or in any document incorporated by reference, at the date of such document. While SJI believes these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. Further, SJI undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future events or otherwise.

Critical Accounting Policies — Estimates and Assumptions — Management must make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and related disclosures. Actual results could differ from those estimates. Five types of transactions presented in our condensed consolidated financial statements require a significant amount of judgment and estimation. These relate to regulatory accounting, derivatives, environmental remediation costs, pension and other postretirement employee benefit costs, and revenue recognition. A discussion of these estimates and assumptions may be found in our Form 10-K for the year ended December 31, 2007.

New Accounting Pronouncements — See detailed discussions concerning New Accounting Pronouncements and their impact on SJI in Note 1 to the condensed consolidated financial statements.

Regulatory Actions —There have been no significant regulatory actions since December 31, 2007. See detailed discussion concerning Regulatory Actions in Note 9 to the Consolidated Financial Statements in Item 8 of SJI’s Annual Report on Form 10-K as of December 31, 2007.

Environmental Remediation —Other than the changes discussed in Note 12 to the Condensed Consolidated Financial Statements, there have been no significant changes to the status of the Company’s environmental remediation efforts since December 31, 2007. See detailed discussion concerning Environmental Remediation in Note 14 to the Consolidated Financial Statements in Item 8 of SJI’s Annual Report on Form 10-K as of December 31, 2007.
 

 
 
SJI - 20

 
 


RESULTS OF OPERATIONS:
SJI operates in several different reportable operating segments. Gas Utility Operations (SJG) consists primarily of natural gas distribution to residential, commercial and industrial customers. Wholesale Gas Operations include SJRG’s activities. SJE is involved in both retail gas and retail electric activities. Retail Gas and Other Operations include natural gas acquisition and transportation service business lines. Retail Electric Operations consist of electricity acquisition and transportation to commercial and industrial customers. On-Site Energy Production consists of Marina’s thermal energy facility and other energy-related projects. Appliance Service Operations includes SJESP’s servicing of appliances via the sale of appliance service programs as well as on a time and materials basis, and the installation of residential and small commercial HVAC systems.

A significant portion of the volatility in operating results is due to the impact of the accounting methods associated with SJRG’s storage activities. SJRG purchases and holds natural gas in storage to earn a profit margin from its ultimate sale in the future. SJRG uses derivatives to mitigate commodity price risk in order to substantially lock-in the profit margin that will ultimately be realized. However, gas stored in inventory is accounted for at the lower of average cost or market; the derivatives used to reduce the risk associated with a change in the value of the inventory are accounted for at fair value, with changes in fair value recorded in operating results in the period of change. As a result, earnings are subject to volatility as the market prices of derivatives change, even when the underlying hedged value of the inventory is unchanged. This volatility can be significant from period to period. Over time, gains or losses on the sale of gas in storage will be offset by losses or gains on the derivatives, resulting in the realization of the profit margin expected when the transactions were initiated.
 
Net Income for the three months ended June 30, 2008 decreased $24.0 million, or 223% to a net loss of $13.3 million compared to the three months ended June 30, 2007. Net Income for the six months ended June 30, 2008 decreased $26.4 million, or 70% to $11.4 million compared to the six months ended June 30, 2007.  This decrease is primarily due to the unrealized losses on derivatives used by SJRG to mitigate commodity price risk, as discussed above.  These changes are also discussed in more detail below.

The following tables summarize the composition of SJG’s volumes, revenues, margin and degree days for the six months ended  June 30 (in thousands, except for degree day data):

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
Utility Throughput – dth:
                       
Firm Sales -
                       
Residential
   
2,748
     
3,232
     
12,931
     
14,513
 
Commercial
   
829
     
931
     
3,413
     
3,860
 
Industrial
   
15
     
15
     
90
     
121
 
Cogeneration & Electric Generation
   
356
     
131
     
372
     
162
 
Firm Transportation -
                               
Residential
   
263
     
273
     
1,215
     
1,144
 
Commercial
   
869
     
1,054
     
3,329
     
3,664
 
Industrial
   
3,167
     
2,957
     
6,447
     
6,068
 
Cogeneration & Electric Generation
   
573
     
713
     
925
     
1,127
 
                                 
Total Firm Throughput
   
8,820
     
9,306
     
28,722
     
30,659
 
                                 
Interruptible Sales
   
18
     
28
     
27
     
38
 
Interruptible Transportation
   
613
     
728
     
1,525
     
1,379
 
Off-System
   
1,633
     
3,079
     
5,872
     
9,914
 
Capacity Release
   
15,827
     
22,665
     
27,057
     
31,479
 
                                 
Total Throughput
   
26,911
     
35,806
     
63,203
     
73,469
 


 
 
SJI - 21

 
 


   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
Utility Operating Revenues:
                       
Firm Sales -
                       
Residential
 
$
44,043
   
$
46,183
   
$
187,511
   
$
214,255
 
Commercial
   
12,613
     
11,069
     
43,799
     
47,647
 
Industrial
   
1,622
     
1,423
     
5,177
     
5,406
 
Cogeneration & Electric Generation
   
4,960
     
1,618
     
5,287
     
2,067
 
Firm Transportation -
                               
Residential
   
1,611
     
1,214
     
6,080
     
4,788
 
Commercial
   
2,755
     
2,596
     
10,408
     
9,624
 
Industrial
   
3,081
     
2,643
     
6,273
     
5,733
 
Cogeneration & Electric Generation
   
435
     
552
     
757
     
946
 
                                 
Total Firm Revenues
   
71,120
     
67,298
     
265,292
     
290,466
 
                                 
Interruptible Sales
   
269
     
296
     
394
     
436
 
Interruptible Transportation
   
371
     
475
     
967
     
938
 
Off-System
   
18,596
     
24,230
     
58,586
     
76,296
 
Capacity Release
   
2,953
     
3,338
     
5,753
     
5,082
 
Other
   
262
     
359
     
483
     
642
 
     
93,571
     
95,996
     
331,475
     
373,860
 
Less: Intercompany Sales
   
408
     
3,592
     
1,900
     
16,172
 
                                 Total Utility Operating Revenues
   
93,163
     
92,404
     
329,575
     
357,688
 

Less:
                               
Cost of Sales
   
59,855
     
60,255
     
221,280
     
253,220
 
Conservation Recoveries*
   
1,968
     
1,042
     
5,033
     
2,255
 
RAC Recoveries*
   
694
     
473
     
1,389
     
945
 
    Revenue Taxes
   
1,252
     
1,399
     
5,042
     
5,433
 
Utility Margin
 
$
29,394
   
$
29,235
   
$
96,831
   
$
95,835
 
                                 
Margin:
                               
Residential
 
$
16,154
   
$
17,490
   
$
57,136
   
$
61,752
 
Commercial and Industrial
   
6,831
     
7,625
     
21,149
     
22,985
 
Cogeneration and Electric Generation
   
610
     
620
     
899
     
979
 
Interruptible
   
16
     
41
     
81
     
98
 
Off-system & Capacity Release
   
507
     
599
     
1,588
     
1,590
 
Other Revenues
   
563
     
544
     
783
     
826
 
   Margin Before Weather Normalization & Decoupling
   
24,681
     
26,919
     
81,636
     
88,230
 
    CIP Mechanism
   
4,713
     
2,316
     
15,195
     
7,605
 
Utility Margin
 
$
29,394
   
$
29,235
   
$
96,831
   
$
95,835
 
                                 
 Degree Days:
   
471
     
547
     
2,735
     
2,965
 
                                 

*Represents revenues for which there is a corresponding charge in operating expenses.  Therefore, such recoveries have no impact on our financial results.

Throughput - Total gas throughput decreased 24.8% and 14.0% for the three and six months ended June 30, 2008, respectively, compared with the same periods in 2007. Firm throughput declined in both the residential and commercial markets as a result of  warmer weather as reflected by the degree day data in the table above, and customer conservation.  Off-System sales (OSS) and capacity release volume decreased substantially as SJG’s portfolio of assets available for such activities has been reduced under the Conservation Incentive Program, as discussed under “Rates and Regulation” in Item 7 of SJI’s Annual Report on Form 10-K as of December 31, 2007.


 
 
SJI - 22

 
 


Conservation Incentive Program (CIP) - The effects of the CIP on SJG’s net income for the three and six months ended June 30, 2008 and 2007 and the associated weather comparisons were as follows ($’s in millions):

     
Three Months Ended
June 30,
     
Six Months Ended
June 30,
     
2008
   
2007
     
2008
   
2007
Net Income Benefit: 
                         
CIP – Weather Related
 
$
0.4
 
$
-
   
$
1.6
 
$
0.2
CIP – Usage Related
   
2.4
   
1.4
     
7.4
   
4.2
Total Net Income Benefit
 
$
2.8
 
$
1.4
   
$
9.0
 
$
4.4
                           
  Weather Compared to 20-Year Average   14.2% warmer      0.4% warmer      8.2% warmer      0.4% warmer
  Weather Compared to Prior Year   13.9% warmer    36.4% colder      7.8% warmer    15.6% colder

Operating Revenues – Utility-    Revenues for SJG, net of intercompany transactions increased $0.8 million, or 1% during the second quarter of 2008 compared with the same period in the prior year. As June 2008 was one of the warmest on record, higher electric consumption for air conditioning drove the demand for greater natural gas consumption by the region’s electric utility, thereby increasing total firm revenues during the second quarter of 2008 as compared to the prior year. Also contributing to the increase in revenue was the 4,559 customers SJG added during the 12-month period ended June 30, 2008.  This represents a 1.4% increase in total customers. This increase in firm revenues was partially offset by a decrease in Off-System sales (OSS) revenue during the second quarter of 2008 as compared with the same period in the prior year. As previously discussed above, SJG’s portfolio of assets available for OSS has been reduced under the CIP. 

During the first six months of 2008, revenues, net of intercompany transactions, decreased $28.1 million, or 7.9%, compared with the same period in the prior year.   This decrease is primarily due to weather that was 7.8% warmer than last year during the heating season in the first six months of the year which contributed significantly to the reduction in firm sales revenue.  In addition, the Basic Gas Supply Service (BGSS) rate in effect during the first half of 2008 was 12.7% lower than the rate in effect during the same time last year.  SJG reduced its BGSS rate in October 2007 primarily due to a combination of actual and forecasted decreases in wholesale gas costs.  However, as the Company does not profit from the sale of the commodity, the BGSS rate decrease did not have an impact on Company profitability.  The decrease in OSS revenue due to the reduction in the portfolio of assets, as discussed above, also contributed to the decrease in revenue during the first six months of 2008 as compared to the prior year.

Operating Revenues — Nonutility — Combined revenues for SJI’s nonutility businesses, net of intercompany transactions, decreased by  $36.6 million and $28.1 million for the three and six months ended June 30, 2008, respectively, compared with the same periods of  2007.

 SJE’s revenues from retail gas, net of intercompany transactions, increased by $3.2 million and $1.4 million for the three and six months ended June 30, 2008, respectively, compared with the same periods of 2007. This increase is due mainly to substantially higher natural gas prices in 2008 partially offset by the decline in residential and commercial customer counts. SJE had 11,958 residential customers as of June 30, 2008, compared with 16,082 customers as of June 30, 2007. Market conditions and utility pricing are making it difficult to acquire and retain these customers. SJE’s commercial customer count also decreased from 1,792 as of June 30, 2007 to 1,328 as of June 30, 2008. During 2007, we strategically reduced our exposure in the heat-sensitive market due to price volatility and weather risk. Prospective marketing efforts are focused on the pursuit of non-heat-sensitive commercial customers.

SJE’s revenues from retail electricity, net of intercompany transactions, increased $2.6 million and $5.8 million for the three and six months ended June 30, 2008, respectively, compared with the same periods of 2007, due mainly to higher electricity commodity prices and the addition of several new commercial customers in the New England area.

 
 
SJI - 23

 
 


SJRG’s revenues, net of intercompany transactions, decreased $45.7 million and $40.4 million for the three and six months ended June 30, 2008, respectively, compared with the same periods of 2007. Excluding the impact of the net change in unrealized gains and losses recorded on forward financial contracts due to price volatility, SJRG’s revenues increased $7.9 million and $20.3 million for the three and six months ended June 30, 2008, respectively, compared with the same periods of 2007. A summary of SJRG’s revenue for the three and six months ended June 30 is as follows (in millions):

 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2008
 
2007
 
Change
 
2008
 
2007
 
Change
SJRG Revenue
  $ (30.0 )     $ 15.7       $ (45.7 )   $ (3.8 )   $ 36.6     $ (40.4 )
Add: Unrealized Losses (Subtract:
      Unrealized Gains
    43.3         (10.3 )       53.6       69.7       9.0       60.7  
SJRG Revenue, Excluding Unrealized
      Losses (Gains)
  $ 13.3       $ 5.4       $ 7.9     $ 65.9     $ 45.6     $ 20.3  

The increase in revenues for the three months ended June 30, 2008 compared with the same period of 2007 is mainly due to realized gains on storage injection hedges recorded in 2008 versus realized losses recorded in 2007. These hedge gains and losses are a product of market conditions and represent a temporary inventory cycle timing difference. The increase in revenues for the comparative six month periods is also attributable to a 43.4% increase in sales of storage volumes. As discussed in Note 1 to the condensed consolidated financial statements, revenues and expenses related to the energy trading activities of SJRG are presented on a net basis in Operating Revenues – Nonutility.

Revenues for Marina increased $2.7 million and $3.8 million for the three and six months ended June 30, 2008, respectively, compared with the same periods of 2007 due mainly to higher rates on chilled and hot water, and increased chilled water consumption. Higher rates were driven by higher underlying commodity prices. The opening of Borgata’s new Water Club tower and record warm temperatures in June were the principal drivers of the increased chilled water consumption. For the three months ended June 30, 2008 hot water consumption decreased 7.5% and chilled water consumption increased 16.0% compared to the same period of 2007. For the six months ended June 30, 2008, hot water consumption decreased 7.9% and chilled water consumption increased 9.0% compared to the same period of 2007. Typically, revenues from chilled water sales are substantially higher than revenues from hot water sales.

Revenues for SJESP increased $0.5 million and $1.5 million for the three and six months ended June 30, 2008, respectively, compared with the same periods of 2007 due mainly to the increase in sales across all main product lines. Sales in the first quarter of 2007 were negatively impacted by warmer weather.

Margin (pre-tax) — Utility— SJG’s margin is defined as natural gas revenues less natural gas costs; volumetric and revenue based energy taxes; and regulatory rider expenses. We believe that margin provides a more meaningful basis for evaluating utility operations than revenues since natural gas costs, energy taxes and regulatory rider expenses are passed through to customers, and therefore, have no effect on margin. Natural gas costs are charged to operating expenses on the basis of therm sales at the prices approved by the New Jersey Board of Public Utilities through the BGSS tariff.

Total margin increased $0.2 million, or 0.5%, for the three months ended June 30, 2008 compared with the same period in 2007 due to customer additions as noted above, and partially offset by lower margins from OSS and capacity release.  Margins declined in these markets, as previously noted, due to the substantial reduction in SJG’s portfolio of assets available for these activities.   The CIP protected $4.7 million of pre-tax margin in 2008 that would have been lost due to lower customer usage compared to $2.3 million in the same period last year.  In 2008, $0.7 million was related to weather variations and $4.0 million was related to other customer usage variations.  In 2007, the full $2.3 million was related to other customer usage variations.

 
 
SJI - 24

 
 


Total margin increased $1.0 million, or 1.0%, for the six months ended June 30, 2008 compared with the same period in 2007 primarily due to customer additions and partially offset by lower margins from OSS and capacity release as noted above.  The CIP protected $15.2 million of pre-tax margin in the first half of 2008 that would have been lost due to lower customer usage, compared to $7.6 million in the same period last year.  Of these amounts, $2.7 million and $0.5 million were related to weather variations and $12.5 million and $7.1 million were related to other customer usage variations in 2008 and 2007, respectively.

Gross Margin — Nonutility Gross margin for the nonutility businesses is defined as revenue less all costs that are directly related to the production, selling and delivery of the company’s products and services. These costs primarily include natural gas and electric commodity costs as well as certain payroll and related benefits. On the statements of condensed consolidated income, revenue is reflected in Operating Revenues - Nonutility and the costs are reflected in Cost of Sales - Nonutility. As discussed in Note 1 to the Condensed Consolidated Financial Statements, revenues and expenses related to the energy trading activities of SJRG are presented on a net basis in Operating Revenues - Nonutility.

For the three and six months ended June 30, 2008, combined gross margins for the nonutility businesses, net of intercompany transactions, decreased $40.1 million and $46.4 million, respectively, compared with the same periods in 2007. This decrease is primarily due to the following:

 
·
Gross Margin for SJRG decreased $41.0 million and $50.5 million for the three and six months ended June 30, 2008, respectively, compared with the same periods of 2007. Excluding the impact of the net change in unrealized gains and losses recorded on forward financial contracts as discussed above, gross margin for SJRG increased $12.6 million and $10.4 million for the three and six months ended June 30, 2008, respectively, compared with the same periods of 2007. These increases are mainly due to the recognition of storage hedge gains and losses – See Operating Revenues – Nonutility and a refund of previously expensed transportation charges. Storage assets allow SJRG to lock in the differential between purchasing natural gas at low current prices and selling equivalent quantities at higher future prices. Gross margin is generated via seasonal pricing differentials. Future margins could fluctuate significantly due to the volatile nature of wholesale gas prices.

 
·
Gross Margin for Marina increased $1.0 million and $1.5 million for the three and six months ended June 30, 2008, respectively, compared with the same periods of 2007.  These increases are due mainly to higher chilled water sales – See Operating Revenues - Nonutility. Gross margin as a percentage of Operating Revenues decreased 3.4 and 2.2 percentage points for the three and six months ended 2008, respectively, compared with the same periods of 2007 due mainly to an increase in revenue from electricity. Sales of electricity to the Borgata earn smaller margins than chilled and hot water and as a result, an increase in these sales will lower the margin as a percentage of revenues.

 
·
Gross margin and gross margin as a percentage of Operating Revenues from SJE’s retail gas sales for the three months ended June 30, 2008 did not change significantly compared with the same period in 2007. Retail gas margins increased $1.9 million for the six months ended June 30, 2008 compared with the same period of 2007. Gross margin as a percentage of Operating Revenues increased 1.8 percentage points for the six months ended June 30, 2008 compared to the same period in 2007. The increase is due mainly to the partial recovery of losses from a full requirements customer in the commercial market that were recognized in 2006. The 2008 margin also includes the impact of our initiatives to actively capitalize on market volatility which resulted in securing more attractive spreads particularly in the first quarter.

 
·
Gross margin from SJE’s retail electricity sales during the three and six months ended June 30, 2008 did not change significantly as compared with the same periods of 2007.  Gross margin as a percentage of Operating Revenues decreased 2.9 and 2.4 percentage points for the three and six months ended June 30, 2008, respectively, compared to the same periods of 2007. This decrease is due mainly to the recovery in the second quarter of 2007 of previously recorded costs, and the loss of one large high margin customer in 2008 which was partially offset by the addition of several lower margin customers and lower transmission credits.

 
 
SJI - 25

 
 


 
·
Gross Margin for SJESP during the three and six months ended June 30, 2008 did not change significantly as compared with the same periods of 2007. Gross margin as a percentage of Operating Revenues increased 2.0 and 2.1 percentage points in the three and six months ended June 30, 2008, respectively, compared to the same periods of 2007. This increase is due mainly to higher margins from strong installation, time and materials and heater and air conditioner maintenance contracts sales and impact of several cost-cutting initiatives.

Operations Expense — A summary of net changes in operations expense, for the three and six months ended  June 30, follows (in thousands):

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2008 vs. 2007
   
2008 vs. 2007
 
             
Utility
 
$
1,977
   
$
3,201
 
Nonutility:
               
 Wholesale Gas
   
257
     
513
 
Retail Gas and Other
   
(113
)
   
(14
)
Retail Electricity
   
101
     
55
 
On-Site Energy Production
   
557
     
679
 
Appliance Service
   
(26
)
   
(287
)
Total Nonutility
   
776
     
946
 
Intercompany Eliminations and Other
   
(493
)
   
(801
)
Total Operations
 
$
2,260
   
$
3,346
 

Utility operations expense increased $2.0 million and $3.2 million for the three and six months ended June 30, 2008, respectively, as compared with the same periods in 2007.  These increases are primarily the result of increased spending under the New Jersey Clean Energy Programs (NJCEP) which increased $0.9 million and $2.8 million during the three and six months ended June 30, 2008 compared to the same periods last year, respectively.  Such costs are recovered on a dollar-for-dollar basis; therefore, SJG experienced an offsetting increase in revenues during the period. The BPU-approved NJCEP allows for full recovery of costs, including carrying costs when applicable.  As a result, the increase in expense had no impact on net income. Other increases in utility operations expense were not significant.

Nonutility Wholesale Gas Operations expense increased $0.3 million and $0.5 million for the three and six months ended June 30, 2008, respectively, compared with the same periods of 2007 due mainly to additional personnel costs to support continued growth.

Nonutility On-Site Energy Production Operations expense increased $0.6 million and $0.7 million for the three and six months ended June 30, 2008, respectively, compared with the same periods of 2007 due mainly to increased engine maintenance costs at our landfill sites and additional personnel costs to support continued growth.

Nonutility Appliance Service Operations expense decreased $0.3 million in the six months ended June 30, 2008 compared with the same period in 2007 due mainly to the benefit of several cost cutting initiatives that were implemented towards the end of 2007.

Other Operating Expenses —Changes in other consolidated operating expenses which consist of Maintenance, Depreciation, and Energy and Other Taxes for the three and six months ended June 30, 2008 compared with the same period in 2007, were not significant.

Interest Charges – Interest charges decreased by $0.7 million and $1.7 million for the three and six month periods ended June 30, 2008, respectively, compared with the same period in 2007, due primarily to significantly lower levels of short-term debt, coupled with lower interest rates on short-term debt. Short-term debt declined primarily due to lower natural gas inventory levels at our commodity marketing business.  Partially offsetting these factors were higher interest rates incurred on SJG’s auction-rate debt.

Discontinued Operations— The losses are primarily comprised of environmental remediation and product liability litigation associated with previously disposed of businesses.

 
 
SJI - 26

 
 


LIQUIDITY AND CAPITAL RESOURCES:

Liquidity needs are driven by factors that include natural gas commodity prices; the impact of weather on customer bills; lags in fully collecting gas costs from customers under the Basic Gas Supply Service charge; working capital needs of our energy trading and marketing activities; the timing of construction and remediation expenditures and related permanent financings; the timing of equity contributions to unconsolidated affiliates; mandated tax payment dates; both discretionary and required repayments of long-term debt; and the amounts and timing of dividend payments.

Cash Flows from Operating Activities — Liquidity needs are first met with net cash provided by operating activities. Net cash provided by operating activities totaled $86.3 million and $112.4 million for the first  six months of 2008 and 2007, respectively. Net cash provided by operating activities varies from year-to-year primarily due to the impact of weather on customer demand and related gas purchases, customer usage factors related to conservation efforts and the price of the natural gas commodity, inventory utilization and gas cost recoveries. The comparison of net cash provided by operating activities between 2008 and 2007 was negatively impacted by lower gas cost collections under our utility’s BGSS tariff. Reduced collections were due to warm weather in 2008 that reduced gas volume throughput to our customers and the difference between actual gas prices and those being collected under the BGSS was larger in 2008.   In aggregate, SJG’s net gas cost recoveries were $14.4 million less than last year.  In addition, SJG incurred an additional $10.1 million in planned environmental remediation costs during the first six months of 2008 compared to the same period in 2007.

Cash Flows from Investing Activities — SJI has a continuing need for cash resources and capital, primarily to invest in new and replacement facilities and equipment. Net cash outflows for capital expenditures, which are primarily construction projects, for the first  six months of 2008 and 2007 amounted to $28.1 million and $27.7 million, respectively. We estimate the net cash outflows for construction projects for  fiscal years 2008, 2009 and 2010 to be approximately $78.0 million, $71.5 million and $52.2 million, respectively. The estimated cash outflows for 2008 and 2009 increased from prior estimates due to additional planned expenditures for delivery system infrastructure improvements. Included in the 2008 estimates is $4.8 million in capital costs accrued but not paid as of December 31, 2007.

In support of its risk management activities, SJRG is required to maintain a margin account with a national investment firm as collateral for its forward contracts, swap agreements, options contracts and futures contracts. This margin account is included in Restricted Investments or Margin Account Liability, depending upon the value of the related financial contracts, (the change in the Margin Account Liability is reflected in cash flows from Operating Activities) on the condensed consolidated balance sheets. The required amount of restricted investments changes on a daily basis due to fluctuations in the market value of the related outstanding contracts and are difficult to predict.

Cash Flows from Financing Activities — Short-term borrowings under lines of credit from commercial banks are used to supplement cash from operations, to support working capital needs and to finance capital expenditures as incurred. From time to time, short-term debt incurred to finance capital expenditures is refinanced with long-term debt.    In June 2008, SJG repurchased $25.0 million of its auction- rate securities at par by drawing under its lines of credit.  That action resulted in a $25.0 million reduction in long-term debt on SJG’s balance sheet.  SJG anticipates converting these auction-rate securities to a different interest rate mode and remarketing them to the public during the third quarter.  At that time, short-term debt will reduce by $25.0 million and long-term debt will increase by the same amount.

Bank facilities available to SJI totaled $416.0 million at June 30, 2008, of which $180.8 million, inclusive of $66.6 million of letters of credit, was used. Those bank facilities consist of a $100.0 million revolving credit facility and, $76.0 million of uncommitted bank lines available to SJG; and a $200.0 million revolving credit facility and $40.0 million of uncommitted bank lines available to SJI. The revolving credit facilities expire in August 2011 and contain one financial covenant regarding the ratio of total debt to total capitalization, measured on a quarterly basis. SJI and SJG were in compliance with this covenant as of June 30, 2008. Based upon the existing credit facilities and a regular dialogue with our banks, we believe there will continue to be sufficient credit available to meet our business’ future liquidity needs.

SJI supplements its operating cash flow and credit lines with both debt and equity capital. Over the years, SJG has used long-term debt, primarily in the form of First Mortgage Bonds and Medium Term Notes (MTN), secured by the same pool of utility assets, to finance its long-term borrowing needs. These needs are primarily capital expenditures for property, plant and equipment.  No long-term debt has been issued since 2006.

 
 
SJI - 27

 
 


SJI has raised equity capital over the years through its Dividend Reinvestment Plan (DRP). Participants in SJI's DRP received newly issued shares. Through the end of March 2008, we offered a 2% discount on DRP investments as it was the most cost-effective way to raise equity capital in the quantities we were seeking. Beginning in April 2008, the 2% discount was eliminated and DRP participants began receiving shares purchased in the market. Through the DRP, SJI raised $2.1 million of equity capital by issuing 60,390 shares during the first six months of 2008, and $3.1 million of equity capital by issuing 85,878 shares in the first six months of 2007. We do not anticipate raising significant amounts of additional equity capital through the DRP in 2008.

SJI’s capital structure was as follows:
 
   
As of
June 30, 2008
   
As of
December 31, 2007
 
             
Common Equity
   
51.8
%
   
50.3
%
Long-Term Debt
   
35.9
     
37.3
 
Short-Term Debt
   
12.3
     
12.4
 
Total
   
100.0
%
   
100.0
%

SJG’s long-term, senior secured debt is rated “A” and “Baa1” by Standard & Poor’s and Moody’s Investor Services, respectively. These ratings have not changed in the past five years.

SJI has paid dividends on its common stock for 56 consecutive years and has increased that dividend each year for the last nine years. The Company currently looks to grow that dividend by at least 6% to 7% per year and has a targeted payout ratio of between 50% and 60%. In setting the dividend rate, the Board of Directors of SJI considers future earnings expectations, payout ratio, and dividend yield relative to those at peer companies as well as returns available on other income-oriented investments.

COMMITMENTS AND CONTINGENCIES:
 
SJI has a continuing need for cash resources and capital, primarily to invest in new and replacement facilities and equipment, working capital, and for environmental remediation costs. Net cash outflows for capital expenditures and remediation projects for the first six months of 2008 amounted to $28.1 and $14.6 million, respectively. Management estimates net cash outflows for construction projects for 2008, 2009 and 2010, to be approximately $78.0 million, $71.5 million and $52.2 million, respectively, which has increased from prior estimates due to additional planned expenditures for delivery system infrastructure improvements. Total cash outflows for remediation projects are expected to be $21.9 million, $17.2 million and $9.3 million for 2008, 2009 and 2010, respectively.  As discussed in Notes 9 and 14 to the Financial Statements in Item 8 of SJI’s 10-K as of December 31, 2007, certain environmental costs are subject to recovery from insurance carriers and ratepayers.

SJI is obligated on the letters of credit supporting the variable-rate demand bonds issued through the New Jersey Economic Development Authority by Marina. Commercial banks have issued $62.3 million of renewing letters of credit under SJI’s revolving credit agreement to support the financing of the original construction and recent expansion of Marina’s Atlantic City thermal plant project.

SJG has certain commitments for both pipeline capacity and gas supply for which it pays fees regardless of usage. Those commitments as of June 30, 2008, average $44.9 million annually and total $177.5 million over the contracts’ lives. Approximately 49% of the financial commitments under these contracts expire during the next five years. SJG expects to renew each of these contracts under renewal provisions as provided in each contract. SJG recovers all prudently incurred fees through rates via the Basic Gas Supply Service clause.

There were no significant changes to the Company’s contractual obligations described in Note 14 to the Consolidated Financial Statements in Item 8 of SJI’s Annual Report on Form 10-K as of December 31, 2007, except for commodity supply purchase obligations which decreased by approximately $124.2 million in total since December 31, 2007. This was primarily due to the expiration of obligations during the first six months of 2008 and includes the impact of a rate case settlement by one of SJG’s suppliers.

Off-Balance Sheet ArrangementsAn off-balance sheet arrangement is any contractual arrangement involving an unconsolidated entity under which the company has  either made guarantees, or has certain other interests or obligations.

 
 
SJI - 28

 
 


The Company has recorded a liability of $2.0 million in Other Noncurrent Liabilities on the condensed consolidated balance sheets as of June 30, 2008 for the fair value of the following guarantees:

 
·
In April 2007, SJI guaranteed certain obligations of LVE Energy Partners, LLC (LVE), an unconsolidated joint venture in which Marina has a 50% equity interest.  LVE entered into a 25 year contract with a resort developer to design, build, own and operate a district energy system and central energy center for a planned resort in Las Vegas, Nevada.  LVE began construction of the facility in 2007 and expected to provide full energy services upon completion of the resort in 2010.  In August 2008, the developer of the planned resort announced that it was delaying construction of the project for nine to twelve months due to a difficult environment in the capital markets and weak economic conditions. SJI holds a significant variable interest in LVE but is not the primary beneficiary.  SJI has issued a performance guarantee for up to $180.0 million to the resort developer to ensure that certain construction milestones relating to the development of the thermal facility are met.  Concurrently, SJI is the beneficiary of a surety bond purchased by the project’s general contractor that provides SJI with assurance that construction of the thermal facility will meet those same milestones.  In addition, SJI has guaranteed the obligations of LVE under certain insurance policies during the construction period.  The maximum amount that SJI could be obligated for, in the event that LVE does not have sufficient resources to make deductible payments on future claims under these insurance policies, is approximately $6.0 million.  SJI has also guaranteed certain performance obligations of LVE under the operating agreements between LVE and the resort, up to $20 million each year for the term of the agreement, commencing with the first year of operations.  SJI and the partner in this joint venture have entered into reimbursement agreements that secure reimbursement for SJI of a proportionate share of any payments made by SJI on these guarantees.

 
·
SJI has also guaranteed certain obligations of BC Landfill Energy, LLC (BCLE), an unconsolidated joint venture in which Marina has a 50% equity interest.  BCLE has entered into a 20-year agreement with a county government to lease and operate a facility that will produce electricity from landfill methane gas.  The facility went online in the fourth quarter of 2007.  Although unlikely, the maximum amount that SJI could be obligated for, in the event that BCLE does not meet minimum specified levels of operating performance and no mitigating action is taken, or is unable to meet certain financial obligations as they become due, is approximately $4.0 million each year.  SJI and the partner in this joint venture have entered into reimbursement agreements that secure reimbursement for SJI of a proportionate share of any payments made by SJI on these guarantees.  SJI holds a variable interest in BCLE but is not the primary beneficiary.

Capital Contribution Obligation - In December 2007, Marina and its joint venture partner agreed to each contribute approximately $30.0 million of equity to LVE as part of its construction period financing. LVE will initially use bank and bond financing to fund project construction and then expects to use contributed equity to complete the project. Marina’s obligation is secured by an irrevocable letter of credit from a bank. In the event of a default by LVE on its financing arrangements, the partners may be required to make the equity contributions prior to the end of the construction period.  See Note 14 – Subsequent Event, to the condensed consolidated financial statements.

Pending Litigation — SJI is subject to claims arising in the ordinary course of business and other legal proceedings. We accrue liabilities related to claims when we can determine the amount or range of amounts of probable settlement costs. SJI has been named in, among other actions, certain product liability claims related to our former sand mining subsidiary. Management does not currently anticipate the disposition of any known claims to have a material adverse effect on SJI’s financial position, results of operations or liquidity.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Market Risks — Certain regulated and nonregulated SJI subsidiaries are involved in buying, selling, transporting and storing natural gas and buying and selling retail electricity for their own accounts as well as managing these activities for other third parties. These subsidiaries are subject to market risk due to price fluctuations. To hedge against this risk, we enter into a variety of physical and financial transactions including forward contracts, swaps, futures and options agreements. To manage these transactions, SJI has a well-defined risk management policy approved by our Board of Directors that includes volumetric and monetary limits. Management reviews reports detailing activity daily. Generally, the derivative activities described above are entered into for risk management purposes.

 
 
SJI - 29

 
 

SJG and SJE transact commodities on a physical basis and typically do not enter into financial derivative positions directly. SJRG manages risk for these entities as well as for its own portfolio by entering into the types of transactions noted above. As part of its gas purchasing strategy, SJG uses financial contracts through SJRG to hedge against forward price risk. These contracts are recoverable through SJG’s BGSS, subject to BPU approval. It is management's policy, to the extent practical, within predetermined risk management policy guidelines, to have limited unmatched positions on a deal or portfolio basis while conducting these activities. As a result of holding open positions to a minimal level, the economic impact to SJRG of changes in value of a particular transaction is substantially offset by an opposite change in the related hedge transaction.

SJI entered into certain contracts to purchase, sell, and transport natural gas. For those derivatives not designated as hedges, the net unrealized pre-tax loss of $43.3 million and the net unrealized pre-tax gain of $10.3 million during the three months ended June 30, 2008 and 2007, respectively is included with realized gains and losses in Operating Revenues — Nonutility. For the six months ended June 30, 2008 and 2007, the net unrealized pre-tax loss of $69.7 million and $9.0 million, respectively is included with realized gains and losses in Operating Revenues - Nonutility.  The fair value and maturity of these energy-trading contracts determined under the mark-to-market method as of June 30, 2008 is as follows (in thousands):

Assets
               
Maturity
       
 
Source of
Fair Value 
 
Maturity
< 1 Year
   
Maturity
1 - 3 Years
   
Beyond
3 Years
   
Total
 
 
  
                       
Prices Actively Quoted
NYMEX
 
$
35,051
   
$
5,813
   
$
-
   
$
40,864
 
                                   
Other External Sources
Basis
   
7,505
     
3,376
     
73
     
10,954
 
                                   
Total
   
$
42,556
   
$
9,189
   
$
73
   
$
51,818
 
 
                 
Maturity
       
Liabilities
Source of
 
Maturity
   
Maturity
   
Beyond
       
 
Fair Value 
 
< 1 Year
   
1 - 3 Years
   
3 Years
   
Total
 
                           
Prices Actively Quoted
NYMEX
 
$
45,705
   
$
10,815
   
$
512
   
$
57,032
 
                                   
Other External Sources
Basis
   
11,251
     
2,430
     
57
     
13,738
 
                                   
Total
   
$
56,956
   
$
13,245
   
$
569
   
$
70,770
 

NYMEX (New York Mercantile Exchange) is the primary national commodities exchange on which natural gas is traded. Basis represents the price of a NYMEX natural gas futures contract adjusted for the difference in price for delivering the gas at another location. Contracted volumes of our NYMEX contracts are 5.9 million decatherms (dth) with a weighted-average settlement price of $8.93 per dth.  Contracted volumes of our basis contracts are 5.2 million dth with a weighted average settlement price of $0.94 per dth.

A reconciliation of SJI's estimated net fair value of energy-related derivatives follows (in thousands):
 
Net Derivatives — Energy Related Assets,  January 1, 2008
 
$
16,286
 
 Contracts Settled During Six Months Ended June 30, 2008, Net
   
(17,461
)
 Other Changes in Fair Value from Continuing and New Contracts, Net
   
(17,777
         
Net Derivatives — Energy Related Liabilities June 30, 2008
 
$
(18,952
 
Interest Rate Risk — Our exposure to interest-rate risk relates primarily to short-term, variable-rate borrowings. Short-term, variable-rate debt outstanding at June 30, 2008 was  $114.2 million and averaged  $54.0 million during the first  six  months of 2008. A hypothetical 100 basis point (1%) increase in interest rates on our average variable-rate debt outstanding would result in a $0.3 million increase in our annual interest expense, net of tax. The 100 basis point increase was chosen for illustrative purposes, as it provides a simple basis for calculating the impact of interest rate changes under a variety of interest rate scenarios. Over the past five years, the change in basis points (b.p.) of our average monthly interest rates from the beginning to end of each year was as follows: 2007 – 45 b.p. decrease; 2006 — 67 b.p. increase; 2005 — 194 b.p. increase; 2004 — 115 b.p. decrease; and 2003 — 28 b.p. decrease. For  June 2008, our average interest rate on variable-rate debt was 2.63%.

 
 
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We issue long-term debt either at fixed rates or use interest rate derivatives to limit our exposure to changes in interest rates on variable-rate, long-term debt. As of June 30, 2008, the interest costs on all but $7.1 million of our long-term debt was either at a fixed-rate or hedged via an interest rate derivative. Consequently, interest expense on existing long-term debt is not significantly impacted by changes in market interest rates. However, due to general market conditions during 2008, the demand for auction-rate securities was disrupted resulting in increased interest rate volatility for tax-exempt auction-rate debt.   As a result, the $25.0 million of tax-exempt auction-rate debt issued by the Company (and repurchased in June 2008)was exposed to changes in interest rates that were not completely mitigated by the related interest rate derivatives.

As of June 30, 2008, SJI’s active interest rate swaps were as follows:
 
Amount
 
Fixed
Interest Rate
 
Start Date
 
Maturity
 
Type
 
Obligor
$ 3,900,000    
4.795 %
 
12/01/2004
 
12/01/2014
 
Taxable
 
Marina
$ 8,000,000    
4.775 %
 
11/12/2004
 
11/12/2014
 
Taxable
 
Marina
$ 20,000,000    
4.080 %
 
11/19/2001
 
12/01/2011
 
Tax-exempt
 
Marina
$ 14,500,000    
3.905 %
 
03/17/2006
 
01/15/2026
 
Tax-exempt
 
Marina
$ 500,000    
3.905 %
 
03/17/2006
 
01/15/2026
 
Tax-exempt
 
Marina
$ 330,000    
3.905 %
 
03/17/2006
 
01/15/2026
 
Tax-exempt
 
Marina
$ 7,100,000    
4.895 %
 
02/01/2006
 
02/01/2016
 
Taxable
 
Marina
$ 12,500,000    
3.430 %
 
12/01/2006
 
02/01/2036
 
Tax-exempt
 
SJG
$ 12,500,000    
3.430 %
 
12/01/2006
 
02/01/2036
 
Tax-exempt
 
SJG
                         


Item 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of its chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2008. Based on that evaluation, the Company’s chief executive officer and chief financial officer concluded that the disclosure controls and procedures employed at the Company are effective.

Changes in Internal Control Over Financial Reporting
 
There has not been any change in the Company's internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended June 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 

PART II — OTHER INFORMATION

Item l. Legal Proceedings

Information required by this Item is incorporated by reference to Part I, Item 2, Pending Litigation, beginning on page 29.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

 
 
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table presents information about purchases by SJI of its own common stock during the three months ended June 30, 2008:

Period
 
Total Number of
Shares Purchased1
   
Average Price
Paid Per Share1
   
Total Number of
Shares Purchased as
Part of Publicly
Announced
Plans or Programs2
   
Maximum
Number of Shares that
May Yet be
Purchased Under the
Plans or Programs2
 
April 2008
    3,909     $ 36.90       -       -  
May 2008
    8,602     $ 38.51       -       -  
June 2008
    -       -       -       -  
Total
    12,511               -       -  

1The total number of shares purchased and the average price paid per share represent shares purchased in open market transactions under the South Jersey Industries Dividend Reinvestment Plan (the “DRP”) by the administrator of the DRP.

2Currently there are no publicly announced plans or programs for SJI to purchase shares of its own common stock.

Item 4. Submission of Matters to a Vote of Security Holders

 
 (a)
 Our annual meeting of shareholders was held on April 18, 2008.
 
 (b)
 Class I directors (with a term expiring 2011) were elected as follows:

   
For
   
Withheld
 
Keith S. Campbell
   
26,217,712
     
508,265
 
W. Cary Edwards
   
26,108,802
     
617,175
 

Class II directors (with terms expiring in 2009) continuing in office are:
        Shirli M. Billings, Thomas A. Bracken, Sheila Hartnett-Devlin, and Frederick R. Raring ..

Class III directors (with terms expiring in 2010) continuing in office are:
Helen R. Bosley, Edward J. Graham, William J. Hughes, and Herman D. James.

South Jersey Industries, Inc. amended its bylaws (Article II, Section 2.1) to increase the size of the board of directors from 10 to 12 members at its April 18, 2008 board meeting.  The members of SJI’s board then elected Walter M. Higgins III and Joseph H. Petrowski to SJI’s board. 

(1) The results of voting on Proposals 2 and 3 (as numbered in the 2008 Proxy Statement) were as follows:

        (2) The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 2008 was approved by a vote of 26,466,998 for the appointment and 144,584 against, with 114,396 abstentions.

(3)  A shareholder proposal requesting the Board of Directors to take the steps necessary to eliminate classification of terms of its Board of Directors and require that all Directors stand for election annually was approved by a vote of 13,218,147 for the proposal and 8,780,606 against, with 669,252 abstentions.
 

 
SJI - 32

Item 6. Exhibits
(a)          Exhibits

Exhibit No.
 Description
   
31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
   
31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
   
32.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
   
32.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).

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 INDUSTRIES, INC.
(Registrant)

Dated: August 8, 2008
By: /s/ Edward J. Graham                                        
 
      Edward J. Graham
 
      Chairman, President & Chief Executive Officer
   
   
   
Dated: August 8, 2008
By: /s/ David A. Kindlick                                      
 
      David A. Kindlick
 
      Vice President & Chief Financial Officer


 
 
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