UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 11-K
(Mark One):
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2004.
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from __________ to __________.
Commission File Number 1-6364
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
South Jersey Industries, Inc. 401(k) Plan
B. Name of issuer of the securities held pursuant of the plan and
the address of its principal executive office:
SOUTH JERSEY INDUSTRIES, INC.
One South Jersey Plaza
Folsom, NJ 08037
_______________________________________________________________________________
South Jersey Industries, Inc. 401(k) Plan
Financial Statements as of and for the Years Ended
December 31, 2004 and 2003, Supplemental Schedules as of
December 31, 2004, and Independent Auditors' Report
SOUTH JERSEY INDUSTRIES, INC. 401(K) PLAN
TABLE OF CONTENTS
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Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS AS AND FOR THE YEARS ENDED
DECEMBER 31, 2004 AND 2003:
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2004:
Schedule H, Item 4i -
Schedule of Assets Held for Investment Purposes 8
Schedule H, Item 4j -
Schedule of Reportable Transactions 9
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Report of Independent Registered Public Accounting Firm
To the Trust Committee and Participants of the
South Jersey Industries, Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of the South Jersey Industries, Inc. 401(k) Plan (the "Plan") as of
December 31, 2004 and 2003, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2004
and 2003, and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes at December 31, 2004, and of reportable transactions for
the year then ended are presented for purposes of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
supplemental schedules have been subjected to the auditing procedures applied in
the audit of the basic 2004 financial statements and, in our opinion, are fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Philadelphia, PA
June 29, 2005
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SOUTH JERSEY INDUSTRIES, INC. 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003
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ASSETS 2004 2003
INVESTMENTS:
Cash $ 45,304 $ 21,895
South Jersey Industries, Inc. common stock-
at fair value 70,692,113 54,830,968
Mutual Funds-at fair value 9,069,718 5,686,901
Common/Collective Trusts-at fair value 2,565,470 1,389,016
Participant Loan Funds 214,434 150,333
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Total investments 82,587,039 62,079,113
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CONTRIBUTIONS RECEIVABLE:
Participants 238,932 206,421
Employer 68,758 65,455
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Total contributions receivable 307,690 271,876
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NET ASSETS AVAILABLE FOR BENEFITS $82,894,729 $62,350,989
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See notes to financial statements.
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SOUTH JERSEY INDUSTRIES, INC. 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2004 AND 2003
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2004 2003
ADDITIONS:
Dividends and interest $ 2,553,419 $ 2,024,500
Net appreciation in fair value of investments 16,845,465 11,273,722
Participant contributions 3,251,573 2,923,141
Employer contributions 957,116 1,032,882
Transfers of assets from the Employee's
Stock Ownership Plan of South Jersey
Industries, Inc. and Subsidiaries 2,337,874
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Total additions 23,607,573 19,592,119
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DEDUCTIONS:
Benefits paid to participants 3,063,711 3,793,582
Administration Fees 122 0
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Total deductions 3,063,833 3,793,582
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INCREASE IN NET ASSETS 20,543,740 15,798,537
NET ASSETS AVAILABLE FOR BENEFITS-
Beginning of year 62,350,989 46,552,452
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NET ASSETS AVAILABLE FOR BENEFITS-
End of year $82,894,729 $62,350,989
=========== ===========
See notes to financial statements.
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SOUTH JERSEY INDUSTRIES, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003
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1. DESCRIPTION OF THE PLAN
The following description of the South Jersey Industries, Inc. 401(k) Plan
(the "Plan") is provided for general information purposes only.
Participants should refer to the Plan Document for more complete
information.
General-The Plan is a defined contribution plan covering substantially all
full time employees of South Jersey Industries, Inc. and Subsidiaries (the
"Company") and part-time employees who have one or more years of service.
The Compensation Committee of the Board of Directors of the Company
controls and manages the operation and administration of the Plan. Merrill
Lynch Trust Company serves as the trustee of the Plan. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Contributions-Each year, participants may contribute a percentage of their
pretax compensation with the Company matching the contributions, as
defined by the Plan.
o Prior to July 1, 2001, participants were allowed to contribute up to
10 percent of their pretax annual compensation, with the Company
matching 50% of the participant contribution up to the Internal
Revenue Code ("IRC") limits.
o Effective July 1, 2001, the Plan was amended, allowing participants
to contribute up to 15 percent of their pretax annual compensation,
with the Company matching 50% of the participant contribution up to
the IRC limits.
o Effective January 1, 2003, an amendment was made to the Plan allowing
the plan to do the following:
Increase the amount of compensation that can be deferred into
the Plan from 15% to 75%;
Provide for a higher rate in matching contributions for certain
employees from 50% of the first 6% of salary deferral
contributions to 50% of the first 8% of salary deferral
contributions;
Allow for an after-tax contribution to the Plan by certain
employees of the cash equivalent of their unused personal and
vacation time off for the plan year;
Provide for a year-end contribution for certain employees;
Permit all participants to diversify their holdings in the
Capital Stock Fund regardless of age;
Change the vesting schedule for all employer contributions to a
three-year cliff vesting schedule; and
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Incorporate the final regulations promulgated by the Internal
Revenue Service on minimum required distributions.
o Effective November 1, 2004, the Plan was amended to permit eligible
employees who are members of I.A.M Locals S76, S95 and 1293 to elect
to contribute as a salary deferral for 2004 the ratification bonus
awarded pursuant to the Memorandum of Understanding between South
Jersey Gas Company and the respective Locals.
Per the Plan guidelines, additional amounts may be contributed at the
discretion of the Company's Board of Directors. Contributions are subject
to certain IRC limitations. Participants may also contribute amounts
representing distributions from other qualified defined benefit or defined
contribution plans.
Participant Accounts-Individual accounts are maintained for each Plan
participant. Each participant's account is credited with the participant's
contribution, the Company's matching contribution, and allocations of
(1) Company discretionary contributions and (2) Plan earnings, and charged
with an allocation of Plan losses and administrative expenses. Allocations
are based on participant earnings or account balances, as defined. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
Investments-Participants direct the investment of their contributions into
various investment options offered by the Plan. The Plan currently offers
the following investment options:
Name Objective
South Jersey Industries, Inc. - common stock Growth & Income
Merrill Lynch - Retirement Preservation Trust Capital Preservation
Manager Special Equity Fund Growth
JP Morgan Equity Growth Fund Growth & Income
ING International Value Fund Growth
Merrill Lynch Bond Fund Growth & Income
Merrill Lynch Basic Value Fund Growth & Income
Merrill Lynch S&P 500 Index Fund Growth & Income
Lord Abbett Mid Cap Value Fund Growth
Vesting-Participants are vested immediately in their contributions plus
actual earnings thereon. Vesting in the Company's contribution portion of
their accounts is based on years of continuous service. A participant is
100 percent vested after three years of credited service. Forfeited
balances of terminated participants are used to reduce future Company
contributions.
Participant Loans-Participants may borrow from their fund accounts up to
a maximum of $50,000 or 50 percent of their account balance, whichever is
less. The loans are secured by the balance in the participant's account
and bear interest at rates commensurate with local prevailing rates as
determined quarterly by the plan administrator.
Payment of Benefits-On termination of service for any reason, a
participant will receive a lump-sum amount equal to the value of the
participant's vested interest in his or her account.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting-The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in
the United States of America.
Use of Estimates-The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of net assets available for benefits and changes
therein. Actual results could differ from those estimates. The Plan
utilizes various investment instruments. Investment securities, in
general, are exposed to various risks, such as interest rate, credit, and
overall market volatility. Due to the level of risk associated with
certain investment securities, it is reasonably possible that changes in
the values of investment securities will occur in the near term and those
changes could materially affect the amounts reported in the statements of
net assets available for plan benefits.
Investment Valuation and Income Recognition-Investments in South Jersey
Industries, Inc. common stock are stated at market value, which represents
the closing price for the stock as traded on the New York Stock Exchange.
All other investments are stated at fair value as determined by Merrill
Lynch Trust Company based on quoted market prices.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
Expenses-Administrative expenses of the Plan are paid by either the Plan
or the Company, as provided in the Plan Document.
Payment of Benefits-Benefit payments to participants are recorded upon
distribution.
3. INVESTMENTS EXCEEDING 5% OF NET ASSETS AVAILABLE FOR BENEFITS
The following is a summary of investments of the Plan that exceed 5% of
the net assets available for benefits.
December 31,
----------------------------
2004 2003
South Jersey Industries, Inc. common stock $70,692,113 $54,830,968
Investments in South Jersey Industries, Inc. common stock are stated at
market value, which was $52.56 per share at December 31, 2004, $40.50 per
share at December 31, 2003, and represents the closing price for the stock
as traded on the New York Stock Exchange. All other funds are also stated
at market value as determined by the trustee based on quoted market
prices.
4. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions set forth in ERISA. In the
event that the Plan is terminated, participants would become 100 percent
vested in their accounts.
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5. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated September 16, 2003, that the Plan and related trust, as then
designed, were in accordance with the applicable regulations of the
Internal Revenue Code. The Plan has not been amended since receiving the
determination letter. However, the Company and the plan administrator
believe that the Plan is currently designed and operated in compliance
with the applicable requirements of the Internal Revenue Code and the Plan
and related trust continue to be tax-exempt. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
6. PLAN MERGER
On August 28, 2003, the Board of Directors of South Jersey Industries,
Inc. approved a resolution whereby the assets from the Employees' Stock
Ownership Plan of South Jersey Industries, Inc. and Subsidiaries (the
"ESOP") would be merged with the Plan. The merger and transfer of the ESOP
assets took place on October 1, 2003, thereby terminating the ESOP. The
fair market value of the transferred assets was $2,337,874 at the time of
the merger, with all assets being transferred to the Plan.
******
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SOUTH JERSEY INDUSTRIES, INC. 401(K) PLAN
SCHEDULE H, ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2004
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Identity of Current
Party Involved Description of Asset Cost Value
Merrill Lynch Trust * Cash $ 45,304 $ 45,304
South Jersey Industries, Inc. * South Jersey Industries, Inc. common stock 55,410,127 70,692,113
Merrill Lynch Trust * ML Retirement Preservation Trust 2,246,025 2,246,025
Merrill Lynch Trust * ML Retirement Preservation Trust GM 319,445 319,445
Merrill Lynch Trust * Managers Spec Equity Fund 182,377 206,999
Merrill Lynch Trust * Managers Spec Equity GM 440,868 503,996
Merrill Lynch Trust * Mercury TTL Ret BD Distributor 2 2
Merrill Lynch Trust * JP Morgan Equity Growth 381,888 399,054
Merrill Lynch Trust * JP Morgan Equity Growth GM 504,230 526,739
Merrill Lynch Trust * ING International Value Fund CL A 1,029,626 1,176,522
Merrill Lynch Trust * ING International Value Fund CL A-GM 926,482 1,055,940
Merrill Lynch Trust * ML Basic Value Fund CL A 596,313 622,995
Merrill Lynch Trust * ML Basic Value, Fund CL A GM 489,379 507,839
Merrill Lynch Trust * ML Bond Fund - Core BD Port A 805,574 806,637
Merrill Lynch Trust * ML Bond FD - Core BD PRT CL A GM 957,642 961,718
Merrill Lynch Trust * ML S&P 500 Index Fund CL I 1,345,176 1,454,177
Merrill Lynch Trust * Lord Abbt Mid Cap Val CL P 322,931 369,742
Merrill Lynch Trust * Lord Abbt Mid Cap Val P GM 408,585 477,358
Plan Participants * Participant Loan Fund 214,434 214,434
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$ 66,626,408 $ 82,587,039
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*Indicates party-in-interest to the Plan.
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SOUTH JERSEY INDUSTRIES, INC. 401(K) PLAN
SCHEDULE H, ITEM 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 2004
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No Reportable Transactions Noted.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Chairman of the Trust Committee of South Jersey Industries, Inc. has duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
SOUTH JERSEY INDUSTRIES, INC.
Date: June 29, 2005 BY: /s/ David A. Kindlick
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David A. Kindlick
Chairman, Trust Committee
Vice President and Chief Financial Officer